TTM TECHNOLOGIES INC
EX-10.15
<DOCUMENT>
<TYPE>EX-10.15
<SEQUENCE>3
<FILENAME>p67343exv10w15.txt
<DESCRIPTION>EX-10.15
<TEXT>
<PAGE>
                            STOCK PURCHASE AGREEMENT



                                     BETWEEN



                      HONEYWELL ELECTRONIC MATERIALS, INC.



                                       AND



                             TTM TECHNOLOGIES, INC.



                          DATED AS OF DECEMBER 24, 2002




                                                                    CONFIDENTIAL
<PAGE>
                             TABLE OF CONTENTS PAGE




<TABLE>
<S>                                                                                                                        <C>
1. Purchase and Sale of the Shares...............................................................................           1

2. Definitions...................................................................................................           1
    2.1. Adjustment Amount.......................................................................................           1
    2.2. Affiliate...............................................................................................           1
    2.3. Affiliated Group........................................................................................           1
    2.4. Agreement...............................................................................................           1
    2.5. Ancillary Documents.....................................................................................           1
    2.6. Balance Sheet...........................................................................................           1
    2.7. Balance Sheet Date......................................................................................           2
    2.8. Banked Liability........................................................................................           2
    2.9. Benefit Plans...........................................................................................           2
    2.10. Benefit Transition Date................................................................................           2
    2.11. Business Day...........................................................................................           2
    2.12. Buyer..................................................................................................           2
    2.13. Buyer Disclosure Schedule..............................................................................           2
    2.14. Buyer's 401(k) Plans...................................................................................           2
    2.15. Chippewa Falls Property................................................................................           2
    2.16. Cisco..................................................................................................           3
    2.17. Cisco Settlement Agreement.............................................................................           3
    2.18. Claims.................................................................................................           3
    2.19. Closing................................................................................................           3
    2.20. Closing Date...........................................................................................           3
    2.21. Closing Date Net Working Capital.......................................................................           3
    2.22. Code...................................................................................................           3
    2.23. Company................................................................................................           3
    2.24. Company Property.......................................................................................           3
    2.25. Common Stock...........................................................................................           3
    2.26. Confidentiality Agreement..............................................................................           3
    2.27. Contracts..............................................................................................           3
    2.28. Cross License and Transfer Agreement...................................................................           3
    2.29. Employees..............................................................................................           3
    2.30. Employee Sales Bonus...................................................................................           4
    2.31. Environmental Claim....................................................................................           4
    2.32. Environmental Laws.....................................................................................           4
    2.33. Environmental Permits..................................................................................           4
    2.34. ERISA..................................................................................................           4
    2.35. ERISA Affiliate........................................................................................           4
    2.36. Financial Statements...................................................................................           4
    2.37. Former Employees.......................................................................................           4
    2.38. Governmental Authority.................................................................................           4
</TABLE>

                                       i

                                                                    CONFIDENTIAL
<PAGE>
<TABLE>
<S>                                                                                                                        <C>
    2.39. Guaranty Agreement.....................................................................................           4
    2.40. GUST...................................................................................................           4
    2.41. HIPI...................................................................................................           4
    2.42. Honeywell..............................................................................................           4
    2.43. Indemnified Party......................................................................................           4
    2.44. Indemnifying Party.....................................................................................           5
    2.45. Leased Property........................................................................................           5
    2.46. Leave Employees........................................................................................           5
    2.47. Liens..................................................................................................           5
    2.48. Material Adverse Effect................................................................................           5
    2.49. Owned Property.........................................................................................           5
    2.50. PBGC...................................................................................................           5
    2.51. Permitted Liens........................................................................................           5
    2.52. Person.................................................................................................           5
    2.53. Pre-Closing Dividend...................................................................................           5
    2.54. Purchase Price.........................................................................................           5
    2.55. Records................................................................................................           6
    2.56. Rights.................................................................................................           6
    2.57. Savings Plan Commencement Date.........................................................................           6
    2.58. Seller.................................................................................................           6
    2.59. Seller Disclosure Schedule.............................................................................           6
    2.60. Seller's 401(k) Plan...................................................................................           6
    2.61. Seller's knowledge.....................................................................................           6
    2.62. Shares.................................................................................................           6
    2.63. Specified Liabilities..................................................................................           6
    2.64. Straddle Period........................................................................................           7
    2.65. Subsidiary.............................................................................................           7
    2.66. Tax or Taxes...........................................................................................           7
    2.67. Tax Claim..............................................................................................           7
    2.68. Tax Losses.............................................................................................           7
    2.69. Tax Return.............................................................................................           7
    2.70. Third Party Claim......................................................................................           7
    2.71. Transferred Employees..................................................................................           7
    2.72. Transition Services Agreement..........................................................................           7
    2.73. WARN Act...............................................................................................           7
    2.74. Working Capital Requirement............................................................................           8

3. Closing.......................................................................................................           8
    3.1. Transactions at Closing.................................................................................           8

4. Conditions to Closing.........................................................................................           9
    4.1. Buyer's Obligation......................................................................................           9
    4.2. Seller's Obligation.....................................................................................          10

5. Representations and Warranties of Seller......................................................................          11
    5.1. Authority...............................................................................................          11
</TABLE>

                                       ii

                                                                    CONFIDENTIAL
<PAGE>
<TABLE>
<S>                                                                                                                        <C>
    5.2. Shares..................................................................................................          12
    5.3. Organization and Standing of the Company................................................................          12
    5.4. Capital Stock...........................................................................................          13
    5.5. Equity Interests........................................................................................          13
    5.6. Financial Statements....................................................................................          13
    5.7. Transactions with Affiliates............................................................................          14
    5.8. Taxes...................................................................................................          14
    5.9. Assets Other than Real Property Interests...............................................................          15
    5.10. Title to Real Property.................................................................................          15
    5.11. Intellectual Property..................................................................................          16
    5.12. Contracts..............................................................................................          17
    5.13. Litigation; Decrees....................................................................................          18
    5.14. Insurance..............................................................................................          18
    5.15. Employee Benefits......................................................................................          18
    5.16. Absence of Changes or Events...........................................................................          21
    5.17. Compliance with Applicable Laws........................................................................          22
    5.18. Employee and Labor Relations...........................................................................          23
    5.19. Licenses; Permits......................................................................................          23
    5.20. Corporate Name.........................................................................................          23
    5.21. Intercompany Accounts..................................................................................          23
    5.22. Suppliers and Customers................................................................................          24

6. Covenants of Seller...........................................................................................          24
    6.1. Access..................................................................................................          24
    6.2. Ordinary Conduct........................................................................................          24
    6.3. Insurance...............................................................................................          25
    6.4. Resignations............................................................................................          25
    6.5. Other Transactions......................................................................................          25

7. Representations and Warranties of Buyer.......................................................................          26
    7.1. Authority...............................................................................................          26
    7.2. Securities Act of 1933..................................................................................          27
    7.3. Actions and Proceedings, etc............................................................................          27
    7.4. Finders' Fees...........................................................................................          27
    7.5. No Knowledge of Material Adverse Events.................................................................          27
    7.6. No Plans to Terminate Employees.........................................................................          27

8. Covenants of Buyer............................................................................................          27
    8.1. Confidentiality.........................................................................................          28
    8.2. No Additional Representations...........................................................................          28
    8.3. Change of Name; No Use of Logo..........................................................................          28
    8.4. PriceWaterhouse Coopers.................................................................................          28
    8.5. Phase II................................................................................................          28
    8.6. Deed Restriction........................................................................................          29

9. Mutual Covenants..............................................................................................          29
    9.1. Publicity...............................................................................................          29
</TABLE>

                                       iii

                                                                    CONFIDENTIAL
<PAGE>
<TABLE>
<S>                                                                                                                        <C>
    9.2. Best Efforts; Further Assurances........................................................................          29
    9.3. Records.................................................................................................          29
    9.4. Cisco...................................................................................................          30

10. Employee and Related Matters.................................................................................          31
    10.1. Employment.............................................................................................          31
    10.2. Severance Protection...................................................................................          32
    10.3. Cooperation............................................................................................          32
    10.4. Savings Plan...........................................................................................          32
    10.5. Employee Welfare Plans.................................................................................          32
    10.6. Severance and WARN Act Liability.......................................................................          33
    10.7. Health Care Continuation Coverage......................................................................          33
    10.8. Worker's Compensation..................................................................................          34
    10.9. No Assumption of Plans.................................................................................          34

11. Indemnification..............................................................................................          34
    11.1. Indemnification by Seller..............................................................................          34
    11.2. Indemnification by Buyer...............................................................................          35
    11.3. Losses Net of Insurance, etc...........................................................................          36
    11.4. Termination of Indemnification.........................................................................          36
    11.5. Procedures Relating to Indemnification (Other than for Tax Claims).....................................          36
    11.6. Procedures Relating to Indemnification of Tax Claims...................................................          37
    11.7. Procedures Relating to Indemnification of Environmental Claims. .......................................          38

12. Tax Matters..................................................................................................          41
    12.1. Returns................................................................................................          41
    12.2. Cooperation............................................................................................          42
    12.3. Refunds................................................................................................          42
    12.4. Tax Sharing............................................................................................          43

13. Assignment...................................................................................................          43

14. No Third-Party Beneficiaries.................................................................................          43

15. Termination..................................................................................................          43
    15.1. Events.................................................................................................          43
    15.2. Notice.................................................................................................          44
    15.3. Surviving Provisions...................................................................................          44

16. Survival of Representations..................................................................................          44

17. Expenses.....................................................................................................          44

18. Attorney Fees................................................................................................          44

19. Amendments...................................................................................................          45

20. Notices......................................................................................................          45

21. Interpretation...............................................................................................          45

22. Counterparts.................................................................................................          45
</TABLE>

                                       iv

                                                                    CONFIDENTIAL
<PAGE>
<TABLE>
<S>                                                                                                                        <C>
23. Entire Agreement.............................................................................................          45

24. Fees.........................................................................................................          46

25. Severability.................................................................................................          46

26. Consent to Jurisdiction......................................................................................          46

27. GOVERNING LAW................................................................................................          46

28. Confidentiality Agreements with Third Parties................................................................          47

29. Seller Disclosure Schedules..................................................................................          47


EXHIBITS:

A        Guaranty Agreement
B        Transition Services Agreement
C        Cross License and Transfer Agreement
D        Deed Restriction
</TABLE>



                                        v

                                                                    CONFIDENTIAL
<PAGE>
                            STOCK PURCHASE AGREEMENT

         STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of December 24
2002, between TTM Technologies, Inc., a Washington corporation ("Buyer"), and
Honeywell Electronic Materials, Inc., a Washington corporation ("Seller").

                                   WITNESSETH:

WHEREAS, Seller is the record and beneficial owner of the Shares and desires to
sell the Shares to Buyer, and Buyer desires to purchase the Shares from Seller,
upon terms and subject to the conditions hereinafter set forth; and

WHEREAS, as an inducement to Buyer to purchase the Shares, Honeywell
International Inc., a Delaware corporation ("Honeywell"), the ultimate parent
corporation of Seller, has agreed to enter into a Guaranty Agreement of even
date herewith with Buyer in form and substance as set forth in Exhibit A hereto
(the "Guaranty Agreement"); The parties hereto agree as follows:

         1. PURCHASE AND SALE OF THE SHARES. Upon the terms and subject to the
conditions of this Agreement, Seller agrees to sell to Buyer, and Buyer agrees
to purchase from Seller, the Shares at Closing. The purchase price for the
Shares (the "Purchase Price") is $1.00 in cash.

         2. DEFINITIONS.

                  2.1. "ADJUSTMENT AMOUNT" has the meaning found in Section
         3.1.3 below.

                  2.2. "AFFILIATE" means, as to any specified Person, any other
         Person, which, directly or indirectly, at the time such determination
         is being made, controls, is controlled by or is under common control
         with, such specified Person.

                  2.3. "AFFILIATED GROUP" has the meaning found in Section 5.8
         below.

                  2.4. "AGREEMENT" has the meaning found in the preamble, above.

                  2.5. "ANCILLARY DOCUMENTS" means, collectively, (1) the Seller
         Disclosure Schedule; (2) the Buyer Disclosure Schedule; (3) the
         Guaranty Agreement; (4) the Transition Services Agreement; (5) the
         Cross License and Transfer Agreement; (6) the certificate delivered by
         Seller pursuant to Section 4.1.1 below; (7) the certificate delivered
         by Buyer pursuant to Section 4.2.1 below; and (8) the Deed Restriction.

                  2.6. "BALANCE SHEET" has the meaning found in Section 5.6.1
         below.

                                                                    CONFIDENTIAL
<PAGE>
                  2.7. "BALANCE SHEET DATE" has the meaning found in Section
         5.6.1 below.

                  2.8. "BANKED LIABILITY" has the meaning found in Section 2.65
         below.

                  2.9. "BENEFIT PLANS" means employee benefit plans (as defined
         in Section 3(3) of ERISA), programs and arrangements providing
         disability benefits, supplemental unemployment benefits, vacation
         benefits, severance benefits, retirement benefits, life, health,
         retiree life, retiree health, accident benefits (including, any
         "voluntary employees' beneficiary association" as defined in Section
         501(c)(9) of the Code providing for the same or other benefits), or
         providing for bonuses, profit-sharing bonuses, stock options, stock
         purchases, restricted stock, stock appreciation rights or other forms
         of incentive compensation, maintained or contributed to or sponsored
         by, or with respect to which any liability may be imposed upon, the
         Company with respect to any Employees or Former Employees (or their
         spouses, dependents or beneficiaries), whether or not such plans,
         programs and arrangements are written or oral.

                  2.10. "BENEFIT TRANSITION DATE" means (1) the Closing Date; or
         (2) such later date as defined and agreed to in the Transition Services
         Agreement for each specific administrative service or Benefit Plan.

                  2.11. "BUSINESS DAY" means any day on which banks located in
         New York, New York are open for the purpose of conducting commercial
         banking business.

                  2.12. "BUYER" has the meaning found in the preamble, above.

                  2.13. "BUYER DISCLOSURE SCHEDULE" means the disclosure
         schedule of Buyer delivered to Seller simultaneously with the execution
         and delivery hereof.

                  2.14. "BUYER'S 401(K) PLANS" has the meaning found in Section
         10.4 below.

                  2.15. "CHANGE IN CONTROL" shall mean, with respect to Buyer or
         the Company, either (i) the sale or transfer of all or substantially
         all of the Buyer's or the Company's assets to any Person or group (as
         defined in Section 12(d)(3) of the Exchange Act), of Persons (other
         than a Subsidiary), (ii) the acquisition of the Buyer or the Company by
         another Person by means of any transaction or series of related
         transactions (including, without limitation, any reorganizations,
         merger or consolidations, whether of the Buyer or the Company with or
         into any other Person or Persons, but excluding (x) any merger effected
         exclusively for changing the domicile of the Buyer or the Company or
         (y) any consolidation or merger following which holders of equity
         securities outstanding immediately prior to such merger or
         consolidation hold more than fifty percent (50%) of the equity
         securities of the entity surviving such consolidation or merger or an
         entity


                                       2

                                                                    CONFIDENTIAL
<PAGE>
         controlling such surviving entity after such consolidation or merger);
         or (iii) a transaction or series of transactions in which a Person or
         group of Persons acquires beneficial ownership (as determined in
         accordance with Rule 13d-3 of the Exchange Act) of more than fifty
         percent (50%) of the voting power of the Buyer.

                  2.16. "CHIPPEWA FALLS PROPERTY" has the meaning found in
         Section 8.6 below.

                  2.17. "CISCO" has the meaning found in Section 9.4 below.

                  2.18. "CISCO SETTLEMENT AGREEMENT" has the meaning found in
         Section 9.4 below.

                  2.19. "CLAIMS" means lawsuits, claims, proceedings,
         investigations or orders issued by any Governmental Authority.

                  2.20. "CLOSING" has the meaning found in Section 3 below.

                  2.21. "CLOSING DATE" has the meaning found in Section 3 below.

                  2.22. "CLOSING DATE NET WORKING CAPITAL" means, as of the
         Closing Date, the Company's accounts receivable plus inventory
         (assuming the net value of maintenance spares is zero) minus the
         Company's accounts payable as calculated in accordance with the
         management accounts maintained in the ordinary course prior to the
         Closing Date.

                  2.23. "CODE" means the Internal Revenue Code of 1986, as
         amended.

                  2.24. "COMPANY" means Honeywell Advanced Circuits, Inc., a
         Minnesota corporation.

                  2.25. "COMPANY PROPERTY" has the meaning found in Section 5.10
         below.

                  2.26. "COMMON STOCK" means the common stock, par value $.10
         per share, of the Company.

                  2.27. "CONFIDENTIALITY AGREEMENT" means the Mutual
         Nondisclosure Agreement, dated April 29, 2002, by and between Buyer and
         Honeywell.

                  2.28. "CONTRACTS" has the meaning found in Section 5.12 below.

                  2.29. "CROSS LICENSE AND TRANSFER AGREEMENT" has the meaning
         found in Section 4.1.6 below.

                  2.30. "EMPLOYEES" has the meaning found in Section 10 below.

                                       3

                                                                    CONFIDENTIAL
<PAGE>
                  2.31. "EMPLOYEE SALES BONUS" has the meaning found in Section
         2.65 below.

                  2.32. "ENVIRONMENTAL CLAIM" has the meaning found in Section
         11.7.1 below.

                  2.33. "ENVIRONMENTAL LAWS" means Federal, state, local or
         foreign statutes, laws, ordinances, rules, orders and regulations
         relating to the protection of the environment, as currently in effect.

                  2.34. "ENVIRONMENTAL PERMITS" means licenses, permits,
         authorizations and approvals required under Environmental Laws.

                  2.35. "ERISA" means the Employee Retirement Income Security
         Act of 1974, as amended.

                  2.36. "ERISA AFFILIATE" has the meaning found in Section
         5.15.4 below.

                  2.37. "EXCHANGE ACT" shall mean the Securities Exchange Act of
         1934.

                  2.38. "FINANCIAL STATEMENTS" has the meaning found in Section
         5.6.1 below.

                  2.39. "FORMER EMPLOYEES" has the meaning found in Section 10
         below.

                  2.40. "GOVERNMENTAL AUTHORITY" means any court, government
         (Federal, state or local), department, commission, board, agency,
         bureau, official or other regulatory, administrative or governmental
         authority, domestic or foreign.

                  2.41. "GUARANTY AGREEMENT" has the meaning found in the
         preamble above.

                  2.42. "GUST" as described and used in Section 5.15.10 below,
         means, collectively, (1) the General Agreement on Tariffs and Trade, as
         amended; (2) the Uniformed Services Employment and Reemployment Rights
         Act, as amended; (3) the Small Business Job Protection Act, as amended;
         and (4) the Tax Reform Act of 1997, as amended.

                  2.43. "HIPI" has the meaning found in Section 4.1.6 below.

                  2.44. "HONEYWELL" has the meaning found in the preamble above.

                  2.45. "INDEMNIFIED PARTY" has the meaning found in Section
         11.5 below.



                                       4

                                                                    CONFIDENTIAL
<PAGE>
                  2.46. "INDEMNIFYING PARTY" has the meaning found in Section
         11.5 below.

                  2.47. "LEASED PROPERTY" has the meaning found in Section 5.10
         below.

                  2.48. "LEAVE EMPLOYEES" has the meaning found in Section 10.1
         below.

                  2.49. "LIENS" means liens, claims, encumbrances, security
         interests, options, charges and restrictions of any kind.

                  2.50. "MATERIAL ADVERSE EFFECT" means an adverse effect on the
         business, assets or results of operation of the Company taken as a
         whole, excluding (1) any effect generally applicable to the economy or
         the industry in which the Company conducts its business or (2) changes
         in the Company's employee population arising from or related to this
         Agreement or the transactions contemplated today.

                  2.51. "OWNED PROPERTY" has the meaning found in Section 5.10
         below.

                  2.52. "PBGC" means the Pension Benefit Guaranty Corporation.

                  2.53. "PERMITTED LIENS" means (1) Liens disclosed in Section
         5.9 of the Seller Disclosure Schedule; (2) Liens disclosed on the
         Balance Sheet and Liens arising in the ordinary course since the
         Balance Sheet Date; (3) mechanics', carriers', workmen's, repairmen's
         or other like Liens arising or incurred in the ordinary course of
         business; (4) Liens arising under original purchase price conditional
         sales contracts and equipment leases with third parties entered into in
         the ordinary course of business; (5) Liens for Taxes which are not due
         and payable or which may thereafter be paid without penalty; and (6)
         other Liens which would not have a Material Adverse Effect.

                  2.54. "PERSON" means an individual, corporation, partnership,
         limited liability company, association, trust or other entity or
         organization, including a government or political subdivision or an
         agency or instrumentality thereof.

                  2.55. "PRE-CLOSING DIVIDEND" means a dividend that may be paid
         by the Company to Seller on or before Closing consisting of (1) cash
         equal to the Company's cash balance; plus (2) the Company's 12.375%
         ownership interest in American Tax Credit Corporate Fund, L.P.; plus
         (3) those assets of the Company, including without limitation owned
         real property, leased real property and equipment which are described
         in Section 2.55 of the Seller Disclosure Schedule.

                  2.56. "PURCHASE PRICE" has the meaning found in Section 1
         above.



                                       5

                                                                    CONFIDENTIAL
<PAGE>
                  2.57. "RECORDS" means agreements, documents, books, records
         and files.

                  2.58. "RIGHTS" means patents, patent rights, trademarks,
         trademark rights, trade names, trade name rights, copyright
         registrations, know-how and other proprietary information.

                  2.59. "SAVINGS PLAN COMMENCEMENT DATE" has the meaning found
         in Section 10.4 below.

                  2.60. "SELLER" has the meaning found in the preamble above.

                  2.61. "SELLER DISCLOSURE SCHEDULE" means the disclosure
         schedule of Seller delivered to Buyer simultaneously with the execution
         and delivery hereof.

                  2.62. "SELLER'S 401(K) PLAN" has the meaning found in Section
         10.4 below.

                  2.63. "SELLER'S KNOWLEDGE" has the meaning found in Section 21
         below.

                  2.64. "SHARES" means 100 shares of Common Stock.

                  2.65. "SPECIFIED LIABILITIES" means:

                  (1) (a) all liabilities for income Taxes of the Company for
         any period ending on or prior to the Closing Date, and (b) all
         liabilities of the Company as a result of the applicability of Treas.
         Reg. Section 1.1502-6 or otherwise for Taxes of the Seller, the Company
         or any other corporation that is now or was affiliated with the Seller
         or the Company on or prior to the Closing Date;

                  (2) all liabilities and obligations of the Company and its
         affiliates existing on or prior to the Closing Date (whether accrued,
         absolute, contingent, known, unknown or otherwise, and whether or not
         of a nature required to be reflected or reserved against in a balance
         sheet prepared in accordance with generally accepted accounting
         principles) except (a) the liabilities reflected on the Balance Sheet,
         other than accruals for (A) "banked" vacation time owed to employees of
         the Company in the amount set forth in account #25412 of the Company's
         balance sheet as of the Closing Date ("Banked Liability") and (B) sales
         bonuses to the extent earned on or prior to December 31, 2002
         ("Employee Sales Bonus"), it being understood the liabilities described
         in the foregoing clauses (A) and (B) will remain the obligations of
         Seller and the Seller will pay such liabilities on a timely basis, (b)
         trade payables and accrued expenses incurred by the Company in the
         ordinary course of business since the Balance Sheet Date, (c) executory
         contract obligations under (i) agreements listed on the Seller
         Disclosure Schedule, and (ii) Company agreements not required to be
         listed on


                                       6

                                                                    CONFIDENTIAL
<PAGE>
         the Seller Disclosure Schedule, and (d) the liabilities expressly set
         forth in Section 2.65 of the Seller Disclosure Schedule; and

                  (c) any liability arising under or relating to the leases for
         the properties located at 1632 Terrace Drive, Roseville, Minnesota and
         560 - 16th Avenue So., Hopkins, Minnesota, it being understood that the
         Seller will use reasonable efforts to have such leases assigned to the
         Seller as promptly as practicable after the Closing Date;

it being expressly acknowledged and agreed that Specified Liabilities will
include all liabilities of the Company accrued on or prior to Closing under or
with respect to (1) the Company's Benefit Plans; (2) violations of law; (3)
product liability claims pertaining to products manufactured prior to the
Closing Date; (4) defaults taking place before the Closing Date under Company
agreements; (5) obligations owed to Affiliates of the Company; and (6) Company
litigation or similar proceedings pending or threatened as of the Closing Date,
in each case whether or not described on the Seller Disclosure Schedule.

                  2.66. "STRADDLE PERIOD" has the meaning found in Section 11.6
         below.

                  2.67. "SUBSIDIARY" means any entity of which securities or
         other ownership interests having ordinary voting power to elect a
         majority of the board of directors or other persons performing similar
         functions are at the time directly or indirectly owned by the Company.

                  2.68. "TAX" or "Taxes" means all Federal, state, local and
         foreign taxes and assessments, including all interest, penalties and
         additions imposed with respect to such amounts.

                  2.69. "TAX CLAIM" has the meaning found in Section 11.6 below.

                  2.70. "TAX LOSSES" has the meaning found in Section 11.1
         below.

                  2.71. "TAX RETURN" means any return, declaration, report,
         claim for refund or information return or statement relating to Taxes,
         including any schedule or attachment thereto and including any
         amendment thereof.

                  2.72. "THIRD PARTY CLAIM" has the meaning found in Section
         11.5 below.

                  2.73. "TRANSFERRED EMPLOYEES" has the meaning found in Section
         10.1 below.

                  2.74. "TRANSITION SERVICES AGREEMENT" has the meaning found in
         Section 4.1.5 below.

                  2.75. "WARN ACT" means the Worker Adjustment and Retraining
         Notification Act, as amended.

                                       7

                                                                    CONFIDENTIAL
<PAGE>
                  2.76. "WORKING CAPITAL REQUIREMENT" means $13,900,000.

         3. CLOSING. The completion ("Closing") of the purchase and sale of the
Shares hereunder will take place at the offices of the Company, 234 Cashman
Drive, Chippewa Falls, Wisconsin, as soon as possible, but in no event later
than December 26, 2002, after satisfaction of the conditions set forth in
Section 4.1 below, or at such other time or place as Buyer and Seller may agree
(the "Closing Date").

                  3.1. TRANSACTIONS AT CLOSING. At Closing:

                           3.1.1. CASH. Buyer will deliver to Seller $1.00 in
                  cash.

                           3.1.2. CERTIFICATES. Seller will deliver to Buyer one
                  or more certificates for the Shares, duly endorsed or
                  accompanied by stock powers duly endorsed or accompanied by
                  stock powers duly endorsed in blank, with any required
                  transfer stamps affixed thereto.

                           3.1.3. CLOSING DATE NET WORKING CAPITAL ADJUSTMENT.
                  As soon as reasonably practicable and not more than thirty
                  (30) days following the Closing Date, Buyer shall cause to be
                  prepared and delivered to Seller a calculation of the Closing
                  Date Net Working Capital. Upon delivery of the calculation of
                  the Closing Date Net Working Capital, the Buyer will provide
                  Seller access to Buyer's records to the extent reasonably
                  related to Buyer's evaluation of the calculation of the
                  Closing Date Net Working Capital. If the Seller is in
                  agreement with the Buyer's calculation of the Closing Date Net
                  Working Capital and the Closing Date Net Working Capital is
                  less than the Working Capital Requirement (the amount of such
                  difference, the "Adjustment Amount"), the Seller will, as
                  promptly as practicable, pay to Buyer an amount of cash equal
                  to the Adjustment Amount. In the event of any disagreement
                  regarding the Closing Date Net Working Capital, Buyer and
                  Seller will use commercially reasonable efforts for period of
                  twenty (20) days (or such longer period as they may mutually
                  agree) to resolve any disagreements with respect to the
                  calculation of the Closing Date Net Working Capital. If, at
                  the end of such period, they are unable to resolve such
                  disagreements, then an independent accounting firm of
                  recognized national standing mutually selected by the Buyer
                  and Seller shall resolve any remaining disagreements within
                  thirty (30) days after such accounting firm is engaged by the
                  Buyer and Seller. Once the auditor has made a determination
                  regarding the calculation of the Closing Date Net Working
                  Capital, the Seller will, as promptly as practicable, pay to
                  Buyer in cash the Adjustment Amount, if any. Buyer hereby
                  waives any right to disagree or object to the reserve for
                  doubtful accounts and excess inventory maintained by Seller as
                  of the Closing Date. For purposes of the preceding sentence,
                  Buyer agrees and acknowledges that the amount of


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                  the reserve for doubtful accounts and excess inventory
                  maintained by Seller as of the Closing Date is equal to
                  $311,519 and $4,583,430, respectively.

         4. CONDITIONS TO CLOSING.

                  4.1. BUYER'S OBLIGATION. The obligation of Buyer to purchase
         and pay for the Shares is subject to the satisfaction (or waiver by
         Buyer) at Closing of the following conditions:

                           4.1.1. REPRESENTATIONS AND WARRANTIES. The
                  representations and warranties of Seller made in this
                  Agreement, qualified as to materiality, will be true and
                  correct at Closing, and those not so qualified will be true
                  and correct in all material respects at Closing, in each case
                  as though made on and as of the Closing Date, and Seller will
                  have performed or complied in all material respects with all
                  obligations and covenants required by this Agreement to be
                  performed or complied with by Seller by Closing; and Seller
                  will have delivered to Buyer a certificate dated the Closing
                  Date and signed by an authorized officer of Seller confirming
                  the foregoing.

                           4.1.2. NO ACTION. No action, suit or other proceeding
                  by any Person will be pending or threatened which seeks to
                  restrain or prohibit the purchase and sale of the Shares, the
                  Closing or the consummation of the transactions contemplated
                  hereby or seeking material damages against Buyer or the
                  Company as a result of the consummation of such transactions.

                           4.1.3. NO ORDER. No injunction or order of any court
                  or administrative agency of competent jurisdiction will be in
                  effect at Closing that restrains or prohibits the purchase and
                  sale of the Shares.

                           4.1.4. GUARANTY AGREEMENT. Honeywell will have
                  delivered an executed Guaranty Agreement.

                           4.1.5. TRANSITION SERVICES AGREEMENT. Seller will
                  have delivered an executed agreement covering transitional
                  services to be provided by or to Buyer, the Company and/or
                  their Affiliates after Closing, substantially in the form of
                  Exhibit B (the "Transition Services Agreement").

                           4.1.6. CROSS LICENSE AND TRANSFER AGREEMENT. Seller
                  will have delivered an executed agreement in respect of (1)
                  the transfer of certain intellectual property from the Company
                  to Honeywell Intellectual Properties, Inc. ("HIPI"); (2) the
                  license of certain intellectual property by HIPI to the
                  Company; and (3) the license of certain intellectual property

                                       9

                                                                    CONFIDENTIAL
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                  by the Company to HIPI, substantially in the form of Exhibit C
                  (the "Cross License and Transfer Agreement").

                           4.1.7. CORPORATE DOCUMENTS. Buyer will have received
                  all documents it may reasonably request relating to the
                  existence of Seller, the Company and the authority of Seller
                  for this Agreement, all in form and substance reasonably
                  satisfactory to Buyer.

                           4.1.8. CONSENTS. Buyer will have received written
                  evidence, in form and substance reasonably satisfactory to
                  Buyer, of the consents described in Section 4.1.8 of the
                  Seller Disclosure Schedule.

                           4.1.9. FINANCIAL STATEMENTS. Buyer will have received
                  the Financial Statements and the consent of PriceWaterhouse
                  Coopers to include the Financial Statements in Buyer's current
                  report on Form 8-K; provided, however, that Buyer shall be
                  deemed to have waived this condition if Buyer's failure to
                  receive such consent is due to its failure to pay any amounts
                  due to PriceWaterhouse Coopers (subject to a maximum amount of
                  Ten Thousand Dollars ($10,000)), pursuant to Section 8.4
                  below.

                           4.1.10. MATERIAL ADVERSE EFFECT. Since the Balance
                  Sheet Date and up to and including the Closing, there will not
                  have been any event, circumstance, change or effect that,
                  individually or in the aggregate, had or could reasonably be
                  expected to have a Material Adverse Effect.

                  4.2. SELLER'S OBLIGATION. The obligation of Seller to sell and
         deliver the Shares to Buyer is subject to the satisfaction (or waiver
         by Seller) at Closing of the following conditions:

                           4.2.1. REPRESENTATIONS AND WARRANTIES. The
                  representations and warranties of Buyer made in this
                  Agreement, qualified as to materiality, will be true and
                  correct at Closing, and those not so qualified will be true
                  and correct in all material respects at Closing, in each case
                  as though made on and as of the Closing Date, and Buyer will
                  have performed or complied in all material respects with all
                  obligations and covenants required by this Agreement to be
                  performed or complied with by Buyer by Closing; and Buyer will
                  have delivered to Seller a certificate dated the Closing Date
                  and signed by an authorized officer of Buyer confirming the
                  foregoing.

                           4.2.2. NO ACTION. No action, suit or other proceeding
                  by any Person will be pending or threatened which seeks to
                  restrain or prohibit the purchase and sale of the Shares, the
                  Closing or the consummation of the transactions contemplated
                  hereby or seeking material damages


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                                                                    CONFIDENTIAL
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                  against Seller or the Company as a result of the consummation
                  of such transactions.

                           4.2.3. NO ORDER. No injunction or order of any court
                  or administrative agency or instrumentality will be in effect
                  at Closing that restrains or prohibits the purchase and sale
                  of the Shares.

                           4.2.4. GUARANTY AGREEMENT. Buyer will have delivered
                  an executed Guaranty Agreement.

                           4.2.5. TRANSITION SERVICES AGREEMENT. Buyer will have
                  delivered an executed Transition Services Agreement.

                           4.2.6. CROSS LICENSE AND TRANSFER AGREEMENT. Buyer
                  will have delivered an executed Cross License and Transfer
                  Agreement.

                           4.2.7. CORPORATE DOCUMENTS. Seller will have received
                  all documents it may reasonably request relating to the
                  existence of Buyer and the authority of Buyer for this
                  Agreement, all in form and substance reasonably satisfactory
                  to Seller.

         5. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents
and warrants to Buyer that the following statements are true and correct:

                  5.1. AUTHORITY. Seller is a corporation duly organized and
         validly existing under the laws of Washington. Seller has all requisite
         corporate power and authority to enter into this Agreement and each of
         the Ancillary Agreements and to consummate the transactions
         contemplated hereby and thereby. All corporate acts and other
         proceedings required to be taken by Seller to authorize the execution,
         delivery and performance of this Agreement and each of the Ancillary
         Agreements and the consummation of the transactions contemplated hereby
         and thereby have been duly and properly taken. This Agreement has been
         duly executed and delivered by Seller and constitutes, and each of the
         Ancillary Agreements when executed will constitute, a valid and binding
         obligation of Seller, enforceable against Seller in accordance with its
         terms. Except as set forth in Section 5.1 of the Seller Disclosure
         Schedule, the execution and delivery of this Agreement and each of the
         Ancillary Agreements does not, and the consummation of the transactions
         contemplated hereby and thereby and compliance with the terms hereof
         and thereof will not, conflict with, or result in any violation of or
         default (with or without notice or lapse of time, or both) under, or
         give rise to a right of termination, cancellation or acceleration of
         any obligation or to loss of a material benefit under, or result in the
         creation of any Lien upon any of the properties or assets of the
         Company (including without limitation any Rights of the Company) under,
         any provision of (1) the Washington Business Corporation Act; (2) the
         certificate of incorporation or by-


                                       11

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<PAGE>
         laws or comparable organizational documents of Seller or the Company;
         (3) any material note, bond, mortgage, indenture, deed of trust,
         license (including with out limitation any license agreement pertaining
         to Rights), lease, contract, commitment, agreement or arrangement to
         which Seller or the Company is a party or by which any of their
         respective properties or assets are bound; or (4) any judgment, order
         or decree, or material statute, law, ordinance, rule or regulation
         applicable to Seller or to the Company or to the property or assets of
         Seller or of the Company; other than, in the case of clause (3) above,
         any such conflicts, violations, defaults, rights, losses or Liens that,
         individually or in the aggregate, would not have a Material Adverse
         Effect. Except as set forth in Section 5.1 of the Seller Disclosure
         Schedule, no material consent, approval, license, permit, order or
         authorization of, or registration, declaration or filing with, any
         Governmental Authority, is required to be obtained or made by or with
         respect to Seller or the Company in connection with the execution and
         delivery of this Agreement or the consummation of the transactions
         contemplated hereby, other than (a) compliance with and filings under
         the competition laws of any jurisdiction outside of the United States,
         if applicable; (b) compliance with and filings under various state
         environmental laws; and (c) those that may be required solely by reason
         of Buyer's (as opposed to any other third party's) participation in the
         transactions contemplated hereby.

                  5.2. SHARES. Seller has good and valid title to the Shares
         free and clear of any Liens. Assuming Buyer has the requisite power and
         authority to be the lawful owner of the Shares, upon delivery to Buyer
         at Closing of certificates representing the Shares, duly endorsed for
         transfer to, and upon Seller's receipt of the Purchase Price, good and
         valid title to the Shares will pass to Buyer, free and clear of any
         Liens other than those arising from acts of Buyer or its Affiliates.
         Other than this Agreement, the Shares are not subject to any voting
         trust agreement or other contract, agreement, arrangement, commitment
         or understanding, including any such agreement, arrangement, commitment
         or understanding restricting or otherwise relating to the voting,
         dividend rights or disposition of the Shares.

                  5.3. ORGANIZATION AND STANDING OF THE COMPANY. The Company is
         a corporation duly organized and validly existing under the laws of the
         state of Minnesota. The Company has full corporate power and authority
         and possesses all governmental franchises, licenses, permits,
         authorizations and approvals necessary to enable it to use its
         corporate name and to own, lease or otherwise hold its properties and
         assets and to carry on its businesses as presently conducted, except
         such franchises, licenses, permits, authorizations and approvals the
         lack of which, individually or in the aggregate, would not have a
         Material Adverse Effect. The Company is duly qualified and in good
         standing to do business in each jurisdiction in which the nature of its
         business or the ownership, leasing or holding of its properties makes
         such qualification necessary, except such jurisdictions where the
         failure so to qualify, individually or


                                       12

                                                                    CONFIDENTIAL
<PAGE>
         in the aggregate, would not have a Material Adverse Effect. Seller has
         made available to Buyer true and complete copies of its certificate of
         incorporation and by-laws, each as in effect on the date hereof, of the
         Company.

                  5.4. CAPITAL STOCK. The authorized capital stock of the
         Company consists of 10,000,000 shares of Common Stock, of which 100,
         constituting the Shares, are duly authorized and validly issued and
         outstanding, fully paid and nonassessable. Seller is the registered
         holder of the Shares. The Shares have not been issued in violation of,
         and none of the Shares is subject to, any preemptive or subscription
         rights. Except as set forth above, there are no shares of capital stock
         or other equity securities of the Company outstanding. There are no
         outstanding warrants, options, agreements, convertible or exchangeable
         securities or other commitments (other than this Agreement) pursuant to
         which Seller nor the Company is or may become obligated to issue, sell,
         purchase, return or redeem any shares of capital stock or other
         securities of the Company, and there are not any equity securities of
         the Company reserved for issuance for any purpose. The Company does not
         have any Subsidiaries.

                  5.5. EQUITY INTERESTS. The Company does not directly or
         indirectly own any capital stock of or other equity interests in any
         corporation, partnership or other entity.

                  5.6. FINANCIAL STATEMENTS.

                           5.6.1. PREPARATION. Section 5.6 of the Seller
                  Disclosure Schedule sets forth the audited balance sheets of
                  the Company as of September 30, 2002 (the "Balance Sheet"; the
                  "Balance Sheet Date") and December 31, 2001, respectively, and
                  the related audited statements of income, shareholders' equity
                  and cash flows for the nine-month period ended September 30,
                  2002 and the twelve-month periods ended December 31, 2001 and
                  December 31, 2000, together with the notes to such financial
                  statements (such financial statements and notes, collectively,
                  the "Financial Statements"). The Financial Statements have
                  been prepared in conformity with U.S. generally-accepted
                  accounting principles consistently applied and on that basis
                  fairly present in all material respects the financial
                  condition and the results of operations of the Company as of
                  and for the periods indicated.

                           5.6.2. UNDISCLOSED LIABILITIES. To Seller's
                  knowledge, the Company does not have any material liabilities
                  or obligations of any nature (whether accrued, absolute,
                  contingent, unasserted or otherwise), except (1) to the extent
                  disclosed, reflected or reserved against in the Balance Sheet
                  and the notes thereto; (2) for items disclosed in the Seller
                  Disclosure Schedule; (3) for liabilities and obligations
                  incurred in the ordinary course of business consistent with
                  past practice since the Balance


                                       13

                                                                    CONFIDENTIAL
<PAGE>
                  Sheet Date and not in violation of this Agreement; (4) for
                  Taxes; and (5) other liabilities which do not, individually or
                  in the aggregate, have a Material Adverse Effect.

                  5.7. TRANSACTIONS WITH AFFILIATES. Except as set forth in the
         notes to the Financial Statements or Sections 5.7 or 5.21 of the Seller
         Disclosure Schedule, the Company does not have any outstanding contract
         or agreement with Seller or any of its Affiliates that will continue in
         effect subsequent to Closing.

                  5.8. TAXES. The Company, and any affiliated group, within the
         meaning of Section 1504 of the Code, of which the Company is or has
         been a member (an "Affiliated Group"), has filed or caused to be filed
         in a timely manner (within any applicable extension periods) all
         material Tax returns, reports and forms required to be filed by the
         Code or by applicable state, local or foreign tax laws. As of the time
         of filing, such returns, reports and forms were accurate and complete
         in all material respects. All Taxes shown to be due on such returns,
         reports and forms have been timely paid in full or will be timely paid
         in full by the due date thereof. No material tax liens have been filed
         and no material claims are being asserted in writing with respect to
         any Taxes.

                           5.8.1. WITHHOLDS. The Company has withheld and paid
                  all Taxes required to have been withheld and paid in
                  connection with amounts paid or owing to any employee,
                  independent contractor, creditor, stockholder or other third
                  party.

                           5.8.2. AFFILIATED GROUPS. Except for the Affiliated
                  Group of which the Seller is a member, the Company (1) has not
                  been a member of an Affiliated Group filing a consolidated
                  Federal income Tax Return; and (2) has no liability for the
                  Taxes of any Person under Treasury Regulation section 1.1502-6
                  (or any similar provision of state, local or foreign law), as
                  a transferee or successor, by contract or otherwise.

                           5.8.3. PERIOD SHIFT. The Company will not be required
                  to include in a taxable period ending after the Closing Date
                  taxable income attributable to income that accrued in a prior
                  taxable period but was not recognized in any prior taxable
                  period as a result of the installment method of accounting,
                  the completed contract method of accounting, the long-term
                  contract method of accounting, the cash method of accounting
                  or Section 481 of the Code or any comparable provision of
                  state, local or foreign tax law.

                           5.8.4. TAX PARTNERSHIPS. Except as set forth in
                  Section 5.8.4 of the Seller Disclosure Schedule, the Company
                  is not a party to any joint


                                       14

                                                                    CONFIDENTIAL
<PAGE>
                  venture, partnership or other arrangement or contract that
                  could be treated as a partnership for Federal income tax
                  purposes.

                           5.8.5. LEVERAGED LEASE TRANSACTIONS. Except as set
                  forth in Section 5.8.5 of the Seller Disclosure Schedule, the
                  Company has not entered into any sale leaseback or leveraged
                  lease transaction that fails to satisfy the requirements of
                  Revenue Procedure 75-21 (or similar provisions of foreign law)
                  or any safe harbor lease transaction.

                           5.8.6. SECTION 338. Neither the Seller nor the
                  Company has taken any action or will take any action that
                  could result in a deemed election under Section 338 of the
                  Code with respect to the Company.

                           5.8.7. REAL PROPERTY HOLDING CORPORATION. The Company
                  has never been a real property holding corporation within the
                  meaning of Section 897(c) of the Code.

                           5.8.8. TAX BASIS IN ASSETS. Section 5.8.8 of the
                  Seller Disclosure Schedule sets forth, as of the most recent
                  date practicable, the basis of the Company in its assets and
                  the amount of any net operating loss, net operating loss
                  carryover, net capital loss, net capital loss carryover, tax
                  credits and tax credit carryovers.

                  5.9. ASSETS OTHER THAN REAL PROPERTY INTERESTS. The Company
         has good and valid title or a valid leasehold interest to all material
         assets reflected on the Balance Sheet or thereafter acquired, except
         those since sold or otherwise disposed of in the ordinary course of
         business consistent with past practice, in each case free and clear of
         all Liens except Permitted Liens. All the material tangible personal
         property of the Company has been maintained in all material respects in
         accordance with past practice of the Company. This Section 5.9 does not
         relate to real property or interests in real property, such items being
         the subject of Section 5.10 below.

                  5.10. TITLE TO REAL PROPERTY. Section 5.10 of the Seller
         Disclosure Schedule sets forth a complete list of all real property and
         interests in real property owned in fee by the Company (individually,
         an "Owned Property"). Section 5.10 of the Seller Disclosure Schedule
         also sets forth a complete list of all real property and interests in
         real property leased by the Company (individually, a "Leased
         Property"). The Company has (1) good and insurable fee title to all
         Owned Property; and (2) valid leasehold estates in all Leased Property
         (an Owned Property or Leased Property being sometimes referred to
         herein individually as a "Company Property" and collectively as
         "Company Properties"), in each case free and clear of all Liens,
         mortgages, easements, covenants, rights-of-


                                       15

                                                                    CONFIDENTIAL
<PAGE>
         way, zoning restrictions and other similar restrictions of any nature
         whatsoever, except (a) Permitted Liens; (b) (i) easements, covenants,
         rights-of-way, zoning restrictions and other similar restrictions of
         record, and (ii) any conditions that may be shown by a current,
         accurate survey or physical inspection of any Company Property, none of
         which items set forth in clauses (b)(i) and (b)(ii), individually or in
         the aggregate, materially impair the continued use and operation of the
         Company Property to which they relate in the business of the Company,
         taken as a whole, as currently conducted; and (c) (i) zoning, building
         and other similar restrictions, (ii) Liens or mortgages that have been
         placed by any developer, landlord or other third party on property over
         which the Company has easement rights or on any Leased Property and
         subordination or similar agreements relating thereto, and (iii)
         unrecorded easements, covenants, rights-of-way, or other similar
         restrictions, none of which items set forth in clauses (c)(i), (c)(ii)
         and (c)(iii), individually or in the aggregate, materially impair the
         continued use and operation of the Company Property to which they
         relate in the business of the Company, taken as a whole, as currently
         conducted.

                  5.11. INTELLECTUAL PROPERTY. Section 5.11 of the Seller
         Disclosure Schedule sets forth a true and complete list of all patents,
         trademarks (registered or unregistered), trade names, copyright
         registrations, mask work registrations and applications therefor now
         used or presently proposed to be used in the conduct of the business of
         the Company, excluding computer software which is widely available.
         Except as set forth in such section, (1) the Company, to Seller's
         knowledge, owns all right, title and interest in and to, free and clear
         of all encumbrances, or possess adequate licenses or other valid rights
         to use, all Rights necessary to the conduct of its business as
         presently being conducted, except where the failure to have such
         licenses or rights would not have a Material Adverse Effect; (2) the
         Company has not licensed any Rights to any third party except pursuant
         to (a) the Cross License and Transfer Agreement, and (b) that certain
         License and Co-Development Agreement, dated effective as of May 22,
         2002, between the Company, Honeywell Intellectual Properties Inc. and
         Samsung Electro-Mechanics Co., Ltd.; (3) the validity of such Rights
         and the title thereto of the Company has not been questioned in any
         litigation to which the Company is a party, nor is any such litigation
         threatened, nor have any claims to such effect been made to the
         Company; (4) to Seller's knowledge, the conduct of the business of the
         Company as now conducted does not and will not conflict with Rights of
         others in any way which is material; and (5) no proceedings are pending
         against the Company nor, to Seller's knowledge, are any proceedings
         threatened against the Company alleging any violation of Rights of any
         third party. Seller does not know of (a) any use that has heretofore
         been or is now being made of any Rights owned by the Company, except by
         the Company or by an entity duly licensed by it to use the same; or (b)
         any material infringement of any Right owned by or licensed by or to
         the Company. Closing and the consummation of the transactions
         contemplated hereby will not alter or impair the rights and interests
         of the Company in any of the items listed in Section 5.11 of the Seller
         Disclosure Schedule.



                                       16


                                                                    CONFIDENTIAL


<PAGE>


                  5.12. CONTRACTS. Except as described in Section 5.12 of the
         Seller Disclosure Schedule, the Company is not a party to or bound by
         any:

                  (1) employment agreement or employment contract that has, or
         could reasonably be expected to have, an aggregate future liability in
         excess of $100,000;

                  (2) collective bargaining agreement or other contract with any
         labor union covering Employees;

                  (3) covenant not to compete;

                  (4) agreement or contract with any officer or director of the
         Company or any other Employee or Former Employee (other than employment
         agreements covered by clause (1) above);

                  (5) lease or similar agreement under which the Company is a
         lessor or sublessor of, or makes available for use by any third party,
         any Owned Property or Leased Property;

                  (6) (a) continuing contract for the future purchase of
         materials, supplies or equipment (other than purchase contracts and
         orders for inventory in the ordinary course of business consistent with
         past practice), (b) management, service, consulting or other similar
         type of contract, or (c) advertising agreement or contract, in any such
         case which has, or could reasonably be expected to have, an aggregate
         future liability in excess of $100,000;

                  (7) material license or other agreement relating in whole or
         in part to patents, trademarks, trade names, service marks or
         copyrights (including any license or other agreement under which the
         Company has the right to use any of the same owned or held by a third
         party);

                  (8) agreement or contract under which the Company has borrowed
         or loaned any money or issued any note, bond, indenture or other
         evidence of indebtedness or directly or indirectly guaranteed
         (including without limitation through so-called take-or-pay or keep
         well agreements) indebtedness, liabilities or obligations of others
         (other than endorsements for the purpose of collection in the ordinary
         course of business), or any other note, bond, indenture or other
         evidence of indebtedness, except as set forth in Sections 5.7 and 5.21
         of the Seller Disclosure Schedule;

                  (9) agreement or contract under which any other Person has
         directly or indirectly guaranteed indebtedness, liabilities or
         obligations of the Company (other than endorsements for the purpose of
         collection in the ordinary course of business);

                  (10) mortgage, pledge, security agreement, deed of trust or
         other document granting a Lien (including without limitation Liens upon
         any Company Property or any properties acquired under conditional
         sales, capital leases or other title retention or security devices
         other than any original purchase price

                                       17
<PAGE>
         conditional sales contracts or equipment leases entered into in the
         ordinary course of business); or

                  (11) other agreement, contract, lease, license, commitment or
         instrument (a) to which the Company is a party, (b) by or to which it,
         its assets or its business is bound or subject, and (c) which has an
         aggregate future liability in excess of $100,000.

Each agreement, contract, lease, license, commitment or instrument of the
Company described in Section 5.12 of the Seller Disclosure Schedule
(collectively, the "Contracts") is valid, binding and in full force and effect
and is enforceable by the Company in accordance with its terms, subject to
applicable bankruptcy, reorganization, fraudulent transfer, moratorium,
insolvency and other similar laws affecting creditors' rights generally from
time to time in effect and to general principles of equity (whether considered
in a proceeding in equity or at law). Each of Seller and the Company has
performed all material obligations required to be performed by them to date
under the Contracts and they are not (with or without the lapse of time or the
giving of notice, or both) in breach or default in any material respect
thereunder and, to Seller's knowledge, no other party to any of the Contracts is
(with or without the lapse of time or the giving of notice, or both) in breach
or default in any material respect thereunder.

                  5.13. LITIGATION; DECREES. Except as listed in Section 5.13 to
         the Seller Disclosure Schedule, there is no action, suit, investigation
         or proceeding against, or to the knowledge of Seller, threatened
         against or affecting, Seller or the Company or any of their respective
         properties before any court or arbitrator or any governmental body,
         agency or official which is reasonably likely to have a Material
         Adverse Effect or which in any manner challenges or seeks to prevent,
         enjoin, alter or materially delay the transactions contemplated by this
         Agreement.

                  5.14. INSURANCE. Seller or the Company maintains policies of
         fire and casualty, liability and other forms of insurance in such
         amounts, with such deductibles and against such risks and losses as
         are, in Seller's judgment, reasonable for the business and assets of
         the Company and will continue such insurance in effect through Closing.
         The insurance policies currently maintained with respect to the Company
         are listed in Section 5.14 of the Seller Disclosure Schedule.

                  5.15. EMPLOYEE BENEFITS.

                        5.15.1. PLANS. Section 5.15.1 of the Seller Disclosure
            Schedule lists all Benefit Plans. Seller has made available to Buyer
            a complete and accurate copy of each material document prepared in
            connection with each Benefit Plan including (1) a copy of each trust
            or other funding arrangement; (2) the most recently distributed
            summary plan description and summary of material modifications; (3)
            the most recently filed IRS

                                       18
<PAGE>
            Form 5500; (4) the most recently received IRS determination letter
            for each Benefit Plan which is an employee pension benefit plan as
            defined in Section 3(2) of ERISA; and (5) the most recently prepared
            actuarial report and financial statements.

                        5.15.2. MODIFICATIONS. Neither the Seller nor the
            Company has made any legally binding commitment to amend or to
            modify any Benefit Plan in any material respect or to create any
            additional Benefit Plans.

                        5.15.3. COMPLIANCE. The Benefit Plans comply in all
            material respects with, and have been administered in accordance
            with, applicable requirements of ERISA, the Code and other
            applicable law, regulations and rulings.

                        5.15.4. PBGC LIABILITY. No liability to the PBGC, or to
            any other Person under Title IV of ERISA or under the Code, has been
            incurred, or is reasonably expected to be incurred, by Seller or any
            entity that is or has been at any time aggregated with the Seller
            within the meaning of Section 414(b) or 414(c) of the Code or
            Section 4001(a)(14) or 4001(b)(1) of ERISA (an "ERISA Affiliate")
            with respect to any Benefit Plan other than premium payments
            pursuant to Sections 4006 and 4007 of ERISA.

                        5.15.5. PENALTIES. To Seller's knowledge, there has been
            no transaction with respect to any Benefit Plan which has or could
            result in the imposition of any tax or penalty imposed by ERISA or
            the Code, including without limitation any tax imposed under Section
            4975 of the Code or Part 5 Subtitle B of Title I of ERISA. To
            Seller's knowledge, neither Seller nor any ERISA Affiliate has
            engaged in, nor is a successor or parent corporation to an entity
            that has engaged in, a transaction described in Section 4069 of
            ERISA. There has been no "reportable event" (as defined in Section
            4043(c) of ERISA and the PBGC regulations under such section) with
            respect to any Benefit Plan. Seller has not made any filing with the
            PBGC, and no proceeding has been commenced or threatened by the
            PBGC, to terminate any Benefit Plan. No condition exists and no
            event has occurred that could constitute grounds for the termination
            of any Benefit Plan by the PBGC. To Seller's knowledge, neither
            Seller nor any ERISA Affiliate has at any time (1) ceased operations
            at a facility so as to become subject to the provisions of Section
            4062(e) of ERISA; (2) withdrawn as a substantial employer so as to
            become subject to the provisions of Section 4063 of ERISA; or (3)
            ceased making contributions on or before the Closing Date to any
            Benefit Plan subject to Section 4064(a) of ERISA to which Seller or
            ERISA Affiliates have made contributions during the six years prior
            to the Closing Date.

                                       19
<PAGE>
                        5.15.6. MULTI-EMPLOYER PLANS. None of the Benefit Plans
            is a multi-employer plan within the meaning of Section 3(37)(A) of
            ERISA.

                        5.15.7. GROUP HEALTH PLANS. Each Benefit Plan which is a
            group health plan (as such term is defined in Section 607 of ERISA)
            complies with and has complied in all material respects with the
            applicable requirements of Part 6 Subtitle B of Title I of ERISA.

                        5.15.8. COMPLAINTS. No suit, action, litigation, claim,
            complaint, charge, proceeding, hearing, investigation or demand
            (excluding claims for benefits incurred in the ordinary course of
            plan activities) has been or is expected to be brought against or
            with respect to any Benefit Plans, and to Seller's knowledge there
            are no facts or circumstances which could give rise to or which
            could be expected to give rise to any such suit, action, litigation,
            claim, complaint, charge, proceeding, hearing, investigation or
            demand.

                        5.15.9. PAYMENTS. All payments, premiums, reimbursements
            or accruals relating to each Benefit Plan, for all periods ending
            prior to or as of the Closing Date, whether or not yet due, will
            have been timely made or properly accrued as of the Closing Date by
            the Company. All required or recommended contributions relating to
            each Benefit Plan that is subject to the funding requirements of
            Section 412 of the Code and Section 302 of ERISA, and for all
            periods ending prior to or as of the Closing Date (including periods
            from the first day of the then-current plan year to the Closing Date
            and including all quarterly contributions required in accordance
            with Section 412(m) of the Code), will have been timely made or
            properly accrued as of the Closing Date by the Company. No Benefit
            Plan has incurred any "accumulated funding deficiency," as such term
            is defined in such Section 412 of the Code and Section 302 of ERISA,
            whether or not waived.

                        5.15.10. QUALIFICATION. Each of the Benefit Plans which
            is intended to be "qualified" within the meaning of Section 401 of
            the Code has received a favorable determination letter from the IRS
            and has or will, within the applicable remedial amendment period, be
            amended to comply with the applicable Federal laws, known by the
            acronym "GUST" (as defined in Section 2.42 above), and submitted to
            the IRS for a favorable determination letter with respect to such
            GUST changes, and no events have occurred and no conditions exist
            which would reasonably be expected to result in the revocation of
            any such determination letter or could adversely affect the
            tax-qualified status of any such Benefit Plan.

                        5.15.11. CHANGE IN CONTROL. No Benefit Plan obligates
            the Company to pay separation, severance, termination or other
            benefits or

                                       20
<PAGE>
            compensation as a result of, or that are contingent upon, any
            transaction contemplated by this Agreement or the occurrence of a
            "change in control," which payment would constitute a "parachute
            payment," as such term is defined in Section 280G of the Code.

                        5.15.12. COMPANY LIABILITY. Except as set forth Section
            5.15.12 of the Seller Disclosure Schedule, the Company has no
            liability or potential liability with respect to any welfare benefit
            plan providing medical, health or life insurance or other
            welfare-type benefits for current or future retired or terminated
            Employees or Former Employees (or their spouses or dependents),
            other than in accordance with COBRA.

                        5.15.13. CONTRIBUTIONS. Neither the Company, Seller nor
            any ERISA Affiliate contributes to, has any obligation to contribute
            to or has any liability (including any withdrawal liability (within
            the meaning of Subtitle E of Title IV of ERISA)) under or with
            respect to any multi-employer plan (as defined in Section 3(37)(A)
            of ERISA).

                        5.15.14. UNDERFUNDED PLANS. No Benefit Plan which is a
            defined benefit plan under Section 401(a) of the Code has been,
            during the five years preceding the Closing Date, transferred in an
            underfunded state out of the "controlled group of companies" (within
            the meaning of Section 414 of the Code) of which Seller or an ERISA
            Affiliate are members or were members during such five-year period.

                  5.16. ABSENCE OF CHANGES OR EVENTS. Except as disclosed in
         Section 5.16 of the Seller Disclosure Schedule, since the Balance Sheet
         Date, the business of the Company has been conducted in the ordinary
         course consistent with past practices and there has not been:

                  (1) any event, occurrence or development which has had a
         Material Adverse Effect;

                  (2) any repurchase, redemption or other acquisition by the
         Company of any outstanding shares of capital stock or other securities
         of the Company;

                  (3) any amendment of any material term of any outstanding
         security of the Company;

                  (4) any incurrence, assumption or guaranty by the Company of
         any indebtedness for borrowed money other than in the ordinary course
         of business consistent with past practices;

                  (5) any making of any loan, advance or capital contributions
         to or investment in any Person other than loans, advances or capital
         contributions to or investments made in the ordinary course of business
         consistent with past practices;

                                       21
<PAGE>
                  (6) any transaction or commitment made, or any contract or
         agreement entered into, by the Company relating to its assets or
         business, in either case, material to the Company taken as a whole,
         other than transactions and commitments in the ordinary course of
         business consistent with past practices and those contemplated by this
         Agreement;

                  (7) any material change in any method of accounting or
         accounting practice by the Company except for any such change required
         by reason of a concurrent change in generally accepted accounting
         principles; or

                  (8) any of the following, entered into with, granted to or
         payable to any officer or director of the Company or any other Employee
         or Former Employee, in each case other than in the ordinary course of
         business consistent with past practices, (a) employment, deferred
         compensation, severance, retirement or other similar agreement (or any
         amendment to any such existing agreement), (b) grant of any severance
         or termination pay, or (c) change in compensation or other benefits
         pursuant to any severance or retirement plans or policies thereof.

                  5.17. COMPLIANCE WITH APPLICABLE LAWS.

                        5.17.1. ENVIRONMENTAL LAWS AND ENVIRONMENTAL PERMITS. To
            Seller's knowledge, except as set forth in Section 5.17.1 of the
            Seller Disclosure Schedule:

                  (1) no written notice, request for information, order,
         complaint or penalty has been received, and there are no judicial,
         administrative or other actions , suits or proceedings pending or
         threatened which allege a violation of any Environment Law, in each
         case relating to the Company and arising out of any Environmental Law;
         and

                  (2) the Company has all Environmental Permits necessary for
         its operations to comply with all applicable Environmental Laws and is
         in compliance with the terms of such permits and with all other
         applicable Environmental Laws, except where failure to have an
         Environmental Permit or to be in such compliance would not have a
         Material Adverse Effect.

                        5.17.2. OTHER THAN ENVIRONMENTAL LAWS OR ENVIRONMENTAL
            PERMITS. To Seller's knowledge, except as set forth in Section
            5.17.2 of the Seller Disclosure Schedule, the Company is in
            compliance with all applicable statutes, laws, ordinances, rules,
            orders and regulations of any Governmental Authority (other than
            Environmental Laws, which are exclusively the subject of Section
            5.17.1 above), except where noncompliance, individually or in the
            aggregate, would not have a Material Adverse Effect. Seller has not
            received any written or, to its knowledge, oral communication from a
            Governmental Authority that alleges that the Company is not in
            compliance, in all material respects, with all Federal, state, local
            or foreign laws, ordinances, rules and regulations.

                                       22
<PAGE>
                  5.18. EMPLOYEE AND LABOR RELATIONS. Section 5.18 of the Seller
         Disclosure Letter lists the following information for all Employees:
         (1) name; (2) job title; (3) status as a full-time or part-time
         employee; (4) base salary or wage rate; and (5) 2001 bonus. Section
         5.18 of the Seller Disclosure Letter also lists all individuals who
         perform services for the Company as an independent contractor or as a
         leased employee and the services they perform. To Seller's knowledge,
         (a) there is no labor strike, dispute, or work stoppage or lockout
         actually pending or threatened against or affecting the Company and
         during the past two years there has not been any such action; (b) no
         union organizational campaign is in progress with respect to any
         Employees, and no question concerning representation exists respecting
         such Employees; (c) there is no unfair labor practice charge or
         complaint against the Company pending, or, to Seller's knowledge,
         threatened, before the National Labor Relations Board; (d) there is no
         pending or threatened grievance that, if adversely decided, would have
         an adverse effect exceeding $500,000; and (e) (i) no charges with
         respect to or relating to the Company are pending before the Equal
         Employment Opportunity Commission or any state or local agency
         responsible for the prevention of unlawful employment practices that,
         if adversely decided, would have an adverse effect exceeding $500,000,
         and (ii) none of Seller nor the Company has received notice of the
         intent of any Federal, state or local agency responsible for the
         enforcement of labor or employment laws to conduct an investigation
         with respect to or relating to the Company and no such investigation is
         in progress.

                  5.19. LICENSES; PERMITS. Section 5.19 of the Seller Disclosure
         Schedule sets forth a true and complete list of all material licenses,
         permits and authorizations issued or granted to the Company by local,
         state or Federal governmental authorities or agencies. The Company
         validly holds all material licenses, permits or authorizations of the
         Company, and the Company has complied with all material requirements in
         connection therewith.

                  5.20. CORPORATE NAME. Except as set forth in Section 5.20 of
         the Seller Disclosure Schedule, to Seller's knowledge, the Company has
         the exclusive right to use its name as the name of a corporation in any
         jurisdiction in which it does business, and has not received any notice
         of conflict with respect to the rights of others regarding its
         corporate name. No Person, firm or corporation or other business
         association is, to Seller's knowledge, presently authorized by Seller
         or the Company to use the name of the Company. Seller has heretofore
         delivered to Buyer copies of any documents in the possession of Seller
         granting authorization of the type referred to in the previous
         sentence.

                  5.21. INTERCOMPANY ACCOUNTS. Section 5.21 of the Seller
         Disclosure Schedule contains a complete list of all intercompany
         balances as of the Balance Sheet Date between Seller and its
         Affiliates, on the one hand, and the Company on the other hand. Since
         the Balance Sheet Date there has not been any accrual

                                       23
<PAGE>
         of liability by the Company to Seller or any of its Affiliates or other
         transaction between the Company and Seller and any of its Affiliates,
         except in the ordinary course of business consistent with past practice
         or as provided in Section 5.21 of the Seller Disclosure Schedule.

                  5.22. SUPPLIERS AND CUSTOMERS. Section 5.22 of the Seller
         Disclosure Schedule sets forth (1) the ten principal suppliers of the
         Company during the fiscal year ended December 31, 2001 and the nine
         months ended September 30, 2002, together with the dollar amount of
         goods purchased by the Company from each such supplier during each such
         period; and (2) the ten principal customers of the Company during the
         fiscal year ended December 31, 2001 and the nine months ended September
         30, 2002, together with the dollar amount of goods and/or services sold
         by the Company to each such customer during each such period. Except as
         otherwise set forth in Section 5.22 of the Seller Disclosure Schedule,
         the Company maintains good relations with all suppliers and customers
         listed or required to be listed in Section 5.22 of the Seller
         Disclosure Schedule as well as with governments, partners, financing
         sources and other parties with whom the Company has significant
         relations, and no such party has canceled, terminated or made any
         threat to the Company to cancel or otherwise terminate its relationship
         with the Company or to materially decrease its services or supplies to
         the Company or its direct or indirect purchase or usage of the products
         or services of the Company.

                  5.23. CLAIMS AGAINST COMPANY. To the Seller's knowledge,
         Seller is not aware of any potential claims or causes of action against
         the Company for any Company conduct that occurred prior to the Closing
         Date.

         6. COVENANTS OF SELLER. Seller covenants and agrees as follows:

                  6.1. ACCESS. Prior to Closing, Seller will cause the Company
         to give Buyer and its representatives, employees, counsel and
         accountants reasonable access, during normal business hours and upon
         reasonable notice, to the personnel, books and records of the Company;
         provided that, such access does not unreasonably disrupt the normal
         operations of the Company.

                  6.2. ORDINARY CONDUCT. Except as otherwise permitted by the
         terms of this Agreement (which permission includes without limitation
         the distribution of the Pre-Closing Dividend; it being Seller's
         intention to remove the Company's cash balance on or before to
         Closing), from the date hereof to Closing, Seller will cause the
         business of the Company to be conducted in the ordinary course in
         substantially the same manner as presently conducted and will make all
         reasonable efforts consistent with past practices to preserve its
         relationships with customers, suppliers and others with whom the
         Company deals. In addition, except as otherwise permitted by the terms
         of this Agreement or as contemplated by Section 6.2 of the Seller
         Disclosure Schedule, Seller will not

                                       24
<PAGE>
         permit the Company to do any of the following without the prior written
         consent of Buyer:

                  (1) adopt or propose any change in its certificate of
         incorporation or bylaws;

                  (2) merge or consolidate with any other Person or acquire a
         material amount of assets from any other Person;

                  (3) sell, lease, license or otherwise dispose of any material
         assets or property except (a) pursuant to existing contracts or
         commitments, or (b) otherwise in the ordinary course consistent with
         past practice;

                  (4) except for the Pre-Closing Dividend, declare, set aside or
         pay any dividends, or make any distributions or other payments in
         respect of its equity securities, or repurchase, redeem or otherwise
         acquire any such securities;

                  (5) enter into, amend or terminate any material agreement;

                  (6) accelerate collection of any notes or accounts receivable
         in advance of their regular due dates or the dates when they would have
         been collected in the ordinary course of business consistent with past
         practices;

                  (7) delay payment of any accrued expense, trade payable or
         other liability beyond its due date or the date when such liability
         would have been paid in the ordinary course of business consistent with
         past practices; or

                  (8) agree to do any of the foregoing.

Seller will not take, and will not permit the Company to take any action that
would make any representation or warranty of Seller hereunder inaccurate in any
material respect at the Closing Date.

                  6.3. INSURANCE. Seller will keep, or cause to be kept, all
         insurance policies set forth in Section 5.14 of the Seller Disclosure
         Schedule, or suitable replacements therefor, in full force and effect
         through the close of business on the Closing Date.

                  6.4. RESIGNATIONS. On the Closing Date, Seller will cause to
         be delivered to Buyer duly signed resignations, effective immediately
         after the Closing Date, of all directors of the Company and will take
         such other action as is necessary to accomplish the foregoing.

                  6.5. OTHER TRANSACTIONS. Prior to Closing, none of Seller, the
         Company nor any other Affiliate of Seller will, nor will they permit
         any of their respective officers, directors, stockholders or other
         representatives to, directly or indirectly, encourage, solicit,
         initiate or participate in discussions or negotiations with, or provide
         any information or assistance to, any corporation, partnership, person
         or other entity or group (other than Buyer and its representatives)
         concerning any

                                       25
<PAGE>
         merger, sale of securities, sale of substantial assets or similar
         transaction involving the Company.

                  6.6. CISCO SETTLEMENT AGREEMENT. On or prior to December 31,
         2002, the Seller covenants and agrees to pay Cisco Fifteen Million
         Dollars ($15,000,000) under the Cisco Settlement Agreement.

         7. REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and
warrants to Seller that the following statements are true and correct:

                  7.1. AUTHORITY. Buyer is a corporation duly organized, validly
         existing and in good standing under the laws of Washington. Buyer has
         all requisite corporate power and authority to enter into this
         Agreement and each of the Ancillary Agreements to which it is a
         signatory and to consummate the transactions contemplated hereby and
         thereby. All corporate acts and other proceedings required to be taken
         by Buyer to authorize the execution, delivery and performance of this
         Agreement and each of the Ancillary Agreements to which it is a
         signatory and the consummation of the transactions contemplated hereby
         and thereby have been duly and properly taken. This Agreement has been
         duly executed and delivered by Buyer and constitutes, and each of the
         Ancillary Agreements to which Buyer is a signatory when executed will
         constitute, a valid and binding obligation of Buyer, enforceable
         against Buyer in accordance with its terms. The execution and delivery
         of this Agreement and each of the Ancillary Agreements to which it is a
         signatory does not, and the consummation of the transactions
         contemplated hereby and thereby and compliance with the terms hereof
         and thereof will not, conflict with, or result in any violation of or
         default (with or without notice or lapse of time, or both) under, or
         give rise to a right of termination, cancellation or acceleration of
         any obligation or to loss of a material benefit under, or result in the
         creation of any Lien upon any of the properties or assets of Buyer or
         any of its subsidiaries under, any provision of (1) the Washington
         Business Corporations Act; (2) the certificate of incorporation or
         by-laws or comparable organizational documents of Buyer or any of its
         subsidiaries; (3) any material note, bond, mortgage, indenture, deed of
         trust, license, lease, contract, commitment, agreement or arrangement
         to which Buyer or any of its subsidiaries is a party or by which any of
         their respective properties or assets are bound; or (4) any judgment,
         order, or decree, or material statute, law, ordinance, rule or
         regulation applicable to Buyer, any of its subsidiaries or their
         respective properties or assets, other than, in the case of clause (3)
         above, any such conflicts, violations, defaults, rights, losses or
         Liens that, individually or in the aggregate, would not have a material
         adverse effect. No material consent, approval, license, permit order or
         authorization of, or registration, declaration or filing with, any
         Governmental Authority is required to be obtained or made by or with
         respect to Buyer in connection with the execution and delivery of this
         Agreement or the consummation by Buyer of the transactions contemplated
         hereby, other than (a)

                                       26
<PAGE>
         compliance with and filings under the competition laws of jurisdictions
         outside of the United States, if applicable; and (b) compliance with
         and filings under Section 13(a) or 15(d), as the case may be, of the
         Securities Exchange Act of 1934, as amended.

                  7.2. SECURITIES ACT OF 1933. The Shares purchased by Buyer
         pursuant to this Agreement are being acquired for investment only and
         not with a view to any public distribution or resale thereof, and Buyer
         will not offer to sell or otherwise dispose of the Shares so acquired
         by it in violation of any of the registration requirements of the
         Securities Act of 1933, as amended, or of any state "Blue Sky" law.
         Buyer (either alone or together with its advisers) has sufficient
         knowledge and experience in financial and business matters so as to be
         capable of evaluating the merits and risks of its investment in the
         Shares and its capable of bearing the economic risks of such
         investment.

                  7.3. ACTIONS AND PROCEEDINGS, ETC. There are no (1)
         outstanding judgments, orders, writs, injunctions or decrees of any
         Governmental Authority against Buyer which have a material adverse
         effect on the ability of Buyer to consummate the transactions
         contemplated hereby; or (2) actions, suits, claims or legal,
         administrative or arbitration proceedings or investigations pending or,
         to Buyer's knowledge, threatened, against Buyer, which are likely to
         have a material adverse effect on the ability of Buyer to consummate
         the transactions contemplated hereby.

                  7.4. FINDERS' FEES. Except for T.C. Management, L.L.C., T.C.
         Management IV, L.L.C. and Brockway Moran & Partners Management, L.P.,
         whose fees will be paid by Buyer, there is no investment banker,
         broker, finder or other intermediary which has been retained by or is
         authorized to act on behalf of Buyer who might be entitled to any fee
         or commission from Seller or any of its Affiliates upon consummation of
         the transactions contemplated by this Agreement.

                  7.5. NO KNOWLEDGE OF MATERIAL ADVERSE EVENTS. Buyer has no
         knowledge of any circumstance, change or effect that has arisen or
         occurred on or subsequent to the Balance Sheet, and has not otherwise
         become aware of any circumstance, change or effect subsequent to the
         Balance Sheet, that, individually or in the aggregate, had or could
         reasonably be expected to have a Material Adverse Effect.

                  7.6. NO PLANS TO TERMINATE EMPLOYEES. Buyer does not currently
         intend, nor does it presently have any plans, to terminate the
         employment of any Transferred Employee after the Closing Date.

         8. COVENANTS OF BUYER. Buyer covenants and agrees as follows:

                                       27
<PAGE>
                  8.1. CONFIDENTIALITY. Buyer acknowledges that the information
         being provided to it by Seller is subject to the Confidentiality
         Agreement, the terms of which are incorporated herein by reference.
         Effective upon, and only upon, Closing, the Confidentiality Agreement
         will terminate, except to the extent that information provided
         thereunder relates to Seller or other members of Seller's corporate
         group other than the Company.

                  8.2. NO ADDITIONAL REPRESENTATIONS. Buyer acknowledges that
         none of Seller, the Company or any other person has made any
         representation or warranty, express or implied, as to the accuracy or
         completeness of any information regarding the Company except as
         expressly set forth in this Agreement or the Seller Disclosure
         Schedule, and none of Seller, the Company, or any other person will
         have or be subject to any liability to Buyer or any other person
         resulting from the distribution to Buyer, or Buyer's use of, any such
         information (including, without limiting the generality of the
         foregoing, the information furnished to Buyer under cover of the letter
         from Salomon Smith Barney Inc. to Buyer dated May 15, 2002).

                  8.3. CHANGE OF NAME; NO USE OF LOGO. Within 60 days after the
         Closing Date, Buyer will cause the Company to (1) change all their
         respective corporate and trade names to the extent required such that
         they no longer contain references to "Honeywell," "AlliedSignal" or
         "Johnson Matthey"; and (2) cease all use of logo trademarks (or any
         logo or symbol similar thereto) belonging to Seller or Johnson Matthey;
         provided that, inventory and supplies existing at Closing may be
         shipped or consumed, respectively, for 180 days after the Closing Date;
         and provided further that, following the Closing Date, the Company will
         be permitted to use or continue to use corporate and trade names using
         the phrase "Advanced Circuits," except in combination with trade names
         and trademarks the use of which is otherwise prohibited under this
         Section 8.3.

                  8.4. PRICEWATERHOUSE COOPERS. Buyer agrees to pay, up to a
         maximum amount of Ten Thousand Dollars ($10,000), all of the fees,
         costs and expenses necessary to obtain the consent of PriceWaterhouse
         Coopers to include any financial statements of the Company that have
         been audited, compiled or reviewed by PriceWaterhouse Coopers, and any
         report of PriceWaterhouse Coopers related thereto, in any filing made
         by Buyer with the SEC, and will pay such fees, costs and expenses to
         either PriceWaterhouse Coopers or to Seller, as requested by Seller.

                  8.5. PHASE II. From and after the Closing Date, Buyer agrees
         to cause the Company to afford to Seller and its representatives such
         access to the Company's real property located in Chippewa Falls,
         Wisconsin and to the facilities located thereon and the books and
         records related thereto to allow Seller to conduct, or have conducted,
         a Phase II environmental assessment on such real property and Buyer
         agrees to cause the Company to offer such other cooperation

                                       28
<PAGE>
         and assistance as is reasonably necessary to allow Seller to conduct,
         or have conducted, such Phase II environmental assessment. All costs
         related to the Phase II environmental assessment shall be borne by
         Seller. In conducting, or having conducted, such Phase II environmental
         assessment, Seller shall use commercially reasonable efforts to
         minimize the disruption to Company's business and will, to the extent
         practicable, notify Buyer of any testing plans prior to implementation
         and work with Buyer to resolve any reasonable objections Buyer may
         raise with respect thereto.

                  8.6. DEED RESTRICTION. Promptly after the Closing but in any
         event prior to January 31, 2003, Buyer, at Buyer's sole cost and
         expense, agrees to record with the Chippewa County, WI recorder's
         office or other appropriate office having jurisdiction over the
         Chippewa Falls Property (as hereinafter defined) the Land Use
         Restriction in form and substance as set forth on Exhibit D hereto with
         respect to the property located at 850 Industrial Boulevard, Chippewa
         Falls, WI and 234 Cashman Drive, Chippewa Falls, WI (collectively, the
         "Chippewa Falls Property"), which Land Use Restriction shall run with
         the land and bind Buyer and all future owners of the Chippewa Falls
         Property. Buyer shall furnish evidence to Seller of such recordation
         promptly after such recordation is made.

         9. MUTUAL COVENANTS. Each of Seller and Buyer covenants and agrees as
follows:

                  9.1. PUBLICITY. Notwithstanding the Confidentiality Agreement,
         Seller and Buyer agree that, from the date hereof through the Closing
         Date, neither party may make any public release or announcement
         concerning the execution of this Agreement or the transactions
         contemplated hereby except (1) with the written consent of the other
         party; or (2) as such release or announcement may be required by law or
         the rules or regulations of any United States or foreign securities
         exchange, in which case the party required to make the release or
         announcement, subject thereto, will allow the other party reasonable
         time to comment on such release or announcement in advance of such
         issuance.

                  9.2. BEST EFFORTS; FURTHER ASSURANCES. Subject to the terms
         and conditions of this Agreement, Buyer and Seller will use their best
         efforts to take, or cause to be taken, all actions and to do, or cause
         to be done, all things necessary or desirable under applicable laws and
         regulations to consummate the transactions contemplated by this
         Agreement. Seller and Buyer agree, and Seller, prior to Closing, and
         Buyer, after Closing, agree to cause the Company, to execute and
         deliver such other documents, certificates, agreement and other
         writings and to take such other actions as may be necessary or
         desirable in order to consummate or implement expeditiously the
         transactions contemplated by this Agreement.

                  9.3. RECORDS.

                                       29
<PAGE>
                        9.3.1. REPORTS; ACCESS TO BOOKS AND RECORDS. After
            Closing, Buyer will permit Seller to have reasonable access to and
            the right to make copies of the Company's books, records and files
            for any reasonable purpose of Seller, such as for use in litigation,
            financial reporting, tax return preparation, or tax compliance
            matters. In addition, Buyer will make available to Seller, upon
            Seller's reasonable request, personnel of the Company who are
            familiar with any such matter requested. Buyer agrees to use all
            reasonable commercial efforts to preserve and keep all of the books,
            records and files of the Business included in the Assets for a
            period of not less than five years after the Closing Date, or for
            any longer period as may be required (1) by any Governmental
            Authority; (2) by any Law; or (3) as may reasonably be requested by
            Seller in connection with any ongoing litigation, suit or
            proceeding.

                        9.3.2. COOPERATION IN LITIGATION. Buyer and Seller will
            reasonably cooperate with each other at the requesting party's
            expense in the prosecution or defense of any claim, litigation or
            other proceeding arising from their respective conduct of the
            business of the Company and involving one or more third parties. The
            party requesting such cooperation will pay the reasonable
            out-of-pocket expenses incurred in providing such cooperation
            (including reasonable legal fees and disbursements) by the party
            providing such cooperation and by its officers, directors, employees
            and agents. Until the five (5) year anniversary of the Closing Date,
            prior to disposing of any such information, Buyer will give Seller a
            reasonable opportunity to segregate, remove or copy such books,
            records and files as Seller may select.

                  9.4. CISCO. Seller shall be responsible for twenty-five
         percent (25%) (the "Seller Retained Portion") and Buyer shall be
         responsible for seventy-five percent (75%) of the net sales rebates
         that are due Cisco Systems, Inc. ("Cisco") under the settlement
         agreement between Cisco and the Company dated December 6, 2002 (the
         "Cisco Settlement Agreement"). Notwithstanding the foregoing, the
         Company shall pay directly to Cisco all amounts that are owed to Cisco
         under the Cisco Settlement Agreement (including the Seller Retained
         Portion). At the end of each fiscal quarter during the year commencing
         on the Closing Date, the Company shall send to Seller an invoice for
         the Seller Retained Portion during such fiscal quarter together with
         documentation setting forth the calculation in reasonable detail of all
         rebate payments made pursuant to the Cisco Settlement Agreement,
         including the Seller Retained Portion, and evidence that all such
         payments were made in accordance with the Cisco Settlement Agreement.
         Seller shall pay such invoice at the time of the Seller's next check
         run, but in no event no later than fourteen (14) days of receipt of
         both the invoice and such evidence.

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<PAGE>
         10. EMPLOYEE AND RELATED MATTERS. This Section 10 contains the
covenants and agreements of the parties with respect to (1) the status of
employment of the employees of the Company as of the Closing Date ("Employees");
and (2) the employee benefits and employee benefit plans provided or covering
such Employees and former employees of the Company who terminated employment
with, or who retired from, the Company prior to Closing ("Former Employees").

                  10.1. EMPLOYMENT. Effective as of the Closing Date, Buyer will
         cause the Company to continue the employment of all salaried and hourly
         Employees who are designated on the records of the Company as of the
         Closing Date as employees (other than those employees, if any, that
         have been notified by the Company that their employment with the
         Company will terminate on a date after the Closing Date), including any
         employees who are on vacation leave, leave of absence and sick leave
         ("Transferred Employees"); provided that, no provision of this
         Agreement will (1) alter the status of Transferred Employees on or
         after the Closing Date as "employees-at-will"; (2) obligate Buyer or
         any of its Affiliates to continue the employment of any Transferred
         Employee; or (3) impair, deny or limit the right of Buyer or any of its
         Affiliates to terminate the employment of any Transferred Employee at
         any time. Prior to the Closing Date, Seller will cause the Company to
         transfer to Seller or an Affiliate of Seller the employment of
         individuals who are then employed by the Company but are on short-term
         or long-term disability leave ("Leave Employees") as well as those
         employees of the Company that have been terminated by the Company or to
         whom a notification of termination has been delivered, in either case,
         on or prior to the Closing Date. Buyer shall cause the Company to offer
         employment to any Leave Employee receiving short-term disability
         benefits on the Closing Date to the extent the Leave Employee notifies
         the Company that he or she wishes to return to work. Buyer shall cause
         the Company to offer employment to any Leave Employee receiving
         long-term disability benefits on the Closing Date to the extent (i) the
         Leave Employee is released to work by the Employee's physician, and
         (ii) required by applicable law. Any Leave Employee who is offered
         employment consistent with the foregoing and accepts such offer of
         employment shall become a Transferred Employee when employment with the
         Company commences; provided, however, nothing contained herein shall
         limit the Company's ability to thereafter terminate the Leave
         Employee's employment in accordance with applicable law. For a period
         of six (6) months after the Closing Date, or for the duration of a
         Transferred Employee's employment with the Company, if less, Buyer will
         cause the Company to maintain the base salary or wage rate of each
         Transferred Employee at the same level as in existence on the day prior
         to the Closing Date. On and after the Closing Date, Buyer will comply
         at its expense with all employment laws with respect to Transferred
         Employees, including the Family and Medical Leave Act, the Americans
         with Disabilities Act and Federal or state laws concerning military
         leave.

                                       31
<PAGE>
                  10.2. SEVERANCE PROTECTION. Seller will be responsible for,
         and will timely pay, any and all severance benefits that are owed to
         employees of the Company who have been terminated by the Company (or
         notified of such termination) prior to the Closing Date. From and after
         the Closing Date, Transferred Employees will be entitled to the benefit
         of such severance plan or policy, if any, as Buyer may have in effect
         from time to time; provided that, service with the Company and with
         Buyer will be taken into account in computing the amount of such
         benefit. To the extent any Transferred Employee is terminated by the
         Company, other than for cause, within nine (9) months after the Closing
         Date, such Transferred Employee will be entitled to severance benefits
         in an amount not less than the cash severance benefit that the
         Transferred Employee would have received from the Company had the
         Seller's severance plan (as in effect on the day prior to the Closing
         Date) been in effect on such date of termination, subject to the
         Company's right to receive a standard release of all employment related
         claims in consideration for such benefits.

                  10.3. COOPERATION. Seller agrees to use reasonable efforts to
         facilitate the transition of Transferred Employees to employment with
         Buyer or any of its Affiliates as of the Closing Date.

                  10.4. SAVINGS PLAN. Effective as of the Closing Date or as
         soon as practicable thereafter (the "Savings Plan Commencement Date"),
         but in no event later than March 15, 2003, Buyer will establish or
         otherwise maintain one or more tax-qualified defined contribution
         savings plans ("Buyer's 401(k) Plans") which will (1) permit immediate
         participation as of the Savings Plan Commencement Date for all
         Transferred Employees; (2) credit all service with the Company that was
         credited under Seller's savings plan ("Seller's 401(k) Plan") for
         purposes of the eligibility and vesting requirements of the Buyer's
         401(k) Plans; and (3) provide for tax-deferred contributions by
         Transferred Employees pursuant to Section 401(k) of the Code.
         Transferred Employees will be eligible to effect a direct rollover (as
         described in Section 401(a)(31) of the Code) of all or a portion of any
         such Transferred Employee's balance (including outstanding loan
         balances) under Seller's 401(k) Plan (subject to the terms and
         conditions of Seller's 401(k) Plan) to Buyer's 401(k) Plan; provided
         that, any such direct rollover will be subject to the terms and
         conditions of Buyer's 401(k) Plan applicable to rollover contributions
         and shall be conditioned upon the Buyer being reasonably satisfied that
         Seller's 401(k) Plan is a qualified plan under Section 401(a) of the
         Code and has been administered in compliance with said Code.

                  10.5. EMPLOYEE WELFARE PLANS.

                        10.5.1. BENEFITS. Except as otherwise provided in the
            Transition Services Agreement, Buyer or its Affiliates will, not
            later than the Benefit Transition Date, provide the Transferred
            Employees and their beneficiaries

                                       32
<PAGE>
            with medical and life insurance plans and programs that are
            comparable to the medical and life insurance plans and programs
            being provided by Buyer to its similarly situated employees on the
            day prior to the Closing or as such plans and programs may be
            amended or revised by Buyer in the ordinary course from time to
            time. Buyer or its Affiliates will, not later than the Closing Date,
            provide the Transferred Employees and their beneficiaries with
            disability, severance, vacation and other welfare benefit plans and
            programs that are comparable, in the aggregate, to the welfare
            benefits being provided by Buyer to its similarly situated employees
            the day prior to the Closing or as such plans and programs may be
            amended or revised by Buyer in the advisory course from time to
            time.

                        10.5.2. TERMS. Any plans or programs established or
            maintained by Buyer to provide medical and life insurance,
            disability, severance, vacation, cafeteria, flexible spending,
            dependent care and other welfare benefits in respect of the
            Transferred Employees will credit all service with the Company for
            purposes of eligibility, participation and benefit entitlement, in
            accordance with applicable law.

                        10.5.3. MEDICAL CLAIMS. Except as otherwise provided in
            the Transition Services Agreement, Seller will be responsible for,
            and will timely pay, all medical claims incurred by any Transferred
            Employee before the Closing Date under any Benefit Plan, and Buyer
            will be responsible for, and will timely pay, any medical claim
            incurred by any Transferred Employee on or after the Closing Date
            under any health plan maintained by Buyer.

                        10.5.4. SHORT-TERM AND LONG-TERM DISABILITY. Except as
            otherwise provided in the Transition Services Agreement, Seller will
            be responsible for, and will timely pay, all short-term and
            long-term disability benefits which are owed to any Transferred
            Employee before the Closing Date under any Benefit Plan and which
            can be satisfied through insurance. Buyer will be responsible for,
            and will timely pay, any short-term and long-term disability
            benefits owed to any Transferred Employee on or after the Closing
            Date under any health or disability plan maintained by Buyer.

                  10.6. SEVERANCE AND WARN ACT LIABILITY. Buyer agrees to cause
         the Company to pay and be responsible for all liability, cost, expense
         and sanctions resulting from any failure to comply with the WARN Act,
         and the regulations thereunder, in connection with events which occur
         on or after the Closing Date.

                  10.7. HEALTH CARE CONTINUATION COVERAGE. Seller will be
         responsible for any continuation of group health coverage required
         under Section 4980B of the Code or Sections 601-608 of ERISA with
         respect to any employee of

                                       33
<PAGE>
         Company or any "qualified beneficiary" (as defined in Section 4980B of
         the Code) of any such employee who incurs a "qualifying event" (as
         defined in Section 4980B of the Code) on or before to Closing. Buyer
         will cause the Company to be responsible for any continuation of group
         health coverage required under Section 4980B of the Code or Sections
         601-608 of ERISA with respect to any Transferred Employee or any
         "qualified beneficiary" (as defined in Section 4980B of the Code) of
         any such employee who incurs a "qualifying event" (as defined in
         Section 4980B of the Code) after Closing.

                  10.8. WORKER'S COMPENSATION. Buyer will be responsible for the
         administration and the financial obligation of all worker's
         compensation claims with respect to Transferred Employees arising out
         of or relating to occurrences on or after the Closing Date and the
         Seller will be responsible for the administration and the financial
         obligation of all worker's compensation claims arising out of or
         relating to occurrences before the Closing Date.

                  10.9. NO ASSUMPTION OF PLANS. Neither Buyer nor its Affiliates
         will assume or be responsible for any liabilities or obligations under
         any Benefit Plan, and Seller will remain solely responsible for all
         liabilities and obligations under all Benefit Plans. Seller will cause
         the Company to withdraw from or otherwise terminate its participation
         in each Benefit Plan, with such withdrawal of participation effective
         no later than the Benefit Transition Date.

         11. INDEMNIFICATION.

                  11.1. INDEMNIFICATION BY SELLER. Seller will indemnify Buyer,
         its Affiliates (including, after the Closing Date, the Company) and
         each of their respective officers, directors, employees and agents
         against, and hold them harmless from, any loss, liability, claim,
         damage or expense (including reasonable legal fees and expenses)
         suffered or incurred by any such indemnified party to the extent
         arising from (1) any breach of any representation or warranty of Seller
         contained in this Agreement or in any Ancillary Document; (2) any
         breach of any covenant of Seller contained in this Agreement requiring
         performance after the Closing Date (including without limitation Tax
         covenants contained in Section 12.1 below), which breach continues for
         ten Business Days after notice thereof has been furnished by Buyer to
         Seller; (3) subject to Section 11.7.7 below, any liability of the
         Company under any Environmental Law resulting from hazardous waste or
         other environmental contaminants existing, prior to Closing, on or
         under any real property owned or leased by the Company; or (4) any and
         all Specified Liabilities; provided that, except (a) as provided under
         clause (1) of the definition of Specified Liabilities found in Section
         2.65 above, and for the representation contained in Section 5.8 above
         (collectively, "Tax Losses"), (b) for the Banked Liability, (c) for any
         covenant of the Seller contained in this Agreement, (d) for the
         litigation matters disclosed in Section 5.13 to the Seller Disclosure
         Schedule, (e) the September 4, 2002 effluent silver

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<PAGE>
         excursion referred to on Schedule 5.17.1 to the Seller Disclosure
         Schedule, (f) any Environmental Claim relating to any properties other
         than the Chippewa Falls Facility, (g) any liabilities arising under (1)
         the Request for Quotation/ Purchase Order P069189 between the Company
         and HBS Equipment Corporation and (2) Packaging Research Center
         Membership Agreement between Johnson Matthey Electronics, Inc. and
         Georgia Tech Research Corporation (both of which are disclosed in
         Section 5.12 to the Seller Disclosure Schedule) and (h) any liabilities
         arising under those leases referenced in clause (3) of the definition
         of Specified Liabilities found in Section 2.65 above, Seller will not
         have any liability under this Agreement unless the aggregate of all
         losses, liabilities, claims, damages and expenses relating thereto for
         which Seller would, but for this proviso, be liable exceeds on a
         cumulative basis an amount equal to Three Hundred Thousand Dollars
         ($300,000) and then, with respect to clause (1) of this Section 11.1,
         only to the extent of such excess and subject to a maximum liability of
         $5,000,000.

Buyer acknowledges and agrees that, from and after Closing, its sole and
exclusive remedy with respect to any and all claims relating to the subject
matter of this Agreement (other than claims of fraud) will be pursuant to the
indemnification provisions set forth in Section 11. In furtherance of the
foregoing, Buyer hereby waives, and releases and discharges Seller and its
Affiliates in respect of, from and after Closing, to the fullest extent
permitted under applicable law, any and all rights, claims and causes of action
(other than claims of, or causes of action arising from, fraud) it or the
Company may have against Seller, its Affiliates, directors, officers, employees,
agents or assigns relating to the subject matter of this Agreement or the
ownership prior to Closing of the Company by Seller or its Affiliates or the
Company's operations and activities, and arising under or based upon any
Federal, state, local or foreign statute, law, ordinance, rule or regulation.

                  11.2. INDEMNIFICATION BY BUYER. Buyer will indemnify, and will
         cause the Company to indemnify, Seller, its Affiliates and each of
         their respective officers, directors, employees and agents against, and
         hold them harmless from, any loss, liability, claim, damage or expense
         (including reasonable legal fees and expenses) suffered or incurred by
         any such indemnified party to the extent arising from (1) any breach of
         any representation or warranty of Buyer contained in this Agreement or
         in any Ancillary Document; or (2) any breach of any covenant of Buyer
         contained in this Agreement requiring performance after the Closing
         Date, which breach continues for ten Business Days after notice thereof
         has been furnished by Seller to Buyer or (3) any violation of any
         Environmental Law relating to the Chippewa Falls Facility that a court
         of competent jurisdiction determines was caused by the Buyer after the
         Closing Date; provided that, Buyer will not have any liability under
         clause (1) above unless the aggregate of all losses, liabilities,
         claims, damages and expenses relating thereto for which Buyer would,
         but for this proviso, be liable exceeds on a cumulative basis an amount
         equal to Four Hundred Thousand Dollars ($400,000) and then only to the
         extent of such excess and subject to a maximum Buyer liability of
         $5,000,000.

                                       35
<PAGE>
                  11.3. LOSSES NET OF INSURANCE, ETC. The amount of any loss,
         liability, claim, damage, expense or Tax for which indemnification is
         provided under Section 11 will be net of any amounts recovered or
         recoverable by the indemnified party under insurance policies with
         respect to such loss, liability, claim, damage, expense or Tax and will
         be (1) increased to take account of any net Tax cost incurred by the
         indemnified party arising from the receipt of indemnity payments
         hereunder (grossed up for such increase); and (2) reduced to take
         account of any net Tax benefit realized by the indemnified party
         arising from the incurrence or payment of any such loss, liability,
         claim, damage, expense or Tax. In computing the amount of any such Tax
         cost or Tax benefit, the indemnified party will be deemed to recognize
         all other items of income, gain, loss, deduction or credit before
         recognizing any item arising from the receipt of any indemnity payment
         hereunder or the incurrence or payment of any indemnified loss,
         liability, claim, damage, expense or Tax. Any indemnity payment under
         this Agreement will be treated as an adjustment to the Purchase Price
         for Tax purposes, unless a final determination (which will include the
         execution of a Form 870 or successor form) with respect to the
         indemnified party or any of its Affiliates causes any such payment not
         to be treated as an adjustment to the Purchase Price for United States
         Federal income Tax purposes.

                  11.4. TERMINATION OF INDEMNIFICATION. The obligations to
         indemnify and hold harmless a party hereto pursuant to clause (1) of
         Section 11.1 above and clause (1) of Section 11.2 above will terminate
         when the applicable representation or warranty terminates pursuant to
         Section 16 below; provided that, such obligations to indemnify and hold
         harmless will not terminate with respect to any item as to which the
         person to be indemnified or the related party hereto will have, before
         the expiration of the applicable period, previously made a claim by
         delivering a notice (stating in reasonable detail the basis of such
         claim) to the indemnifying party.

                  11.5. PROCEDURES RELATING TO INDEMNIFICATION (OTHER THAN FOR
         TAX CLAIMS). In order for a party (the "Indemnified Party") to be
         entitled to any indemnification provided for under this Agreement
         (other than in respect of a Tax Claim) in respect of, arising out of or
         involving a claim or demand made by any person, firm, Governmental
         Authority or corporation against the Indemnified Party (a "Third Party
         Claim"), the Indemnified Party must notify the other party (the
         "Indemnifying Party") in writing, and in reasonable detail, of the
         Third Party Claim within ten Business Days after receipt by such
         Indemnified Party of written notice of the Third Party Claim; provided
         that, failure to give such notification will not affect the
         indemnification provided hereunder except to the extent the
         Indemnifying Party will have been actually prejudiced as a result of
         such failure (except that the Indemnifying Party will not be liable for
         any expenses incurred during the period in which the Indemnified Party
         failed to give such notice). Thereafter, the Indemnified Party will
         deliver to the Indemnifying Party, within five Business Days after the
         Indemnified Party's receipt thereof, copies of all

                                       36
<PAGE>
         notices and documents (including court papers) received by the
         Indemnified Party relating to the Third Party Claim.

If a Third Party Claim is made against an Indemnified Party, the Indemnifying
Party will be entitled to participate in the defense thereof and, if it so
chooses, to assume the defense thereof with counsel selected by the Indemnifying
Party and reasonably satisfactory to the Indemnified Party. Should the
Indemnifying Party so elect to assume the defense of a Third Party Claim, the
Indemnifying Party will not be liable to the Indemnified Party for legal
expenses subsequently incurred by the Indemnified Party in connection with the
defense thereof. If the Indemnifying Party assumes such defense, the Indemnified
Party will have the right to participate in the defense thereof and to employ
counsel, at its own expense, separate from the counsel employed by the
Indemnifying Party, it being understood that the Indemnifying Party will control
such defense. The Indemnifying Party will be liable for the fees and expenses of
counsel employed by the Indemnified Party for any period during which the
Indemnifying Party has not assumed the defense thereof (other than during any
period in which the Indemnified Party will have failed to give notice of the
Third Party Claim as provided above). If the Indemnifying Party chooses to
defend or prosecute any Third Party Claim, all the parties hereto will cooperate
in the defense or prosecution thereof. Such cooperation will include the
retention and (upon the Indemnifying Party's request) the provision to the
Indemnifying Party of records and information that are reasonably relevant to
such Third Party Claim, and making employees available on a mutually convenient
basis to provide additional information and explanation of any material provided
hereunder. Whether or not the Indemnifying Party will have assumed the defense
of a Third Party Claim, the Indemnified Party will not admit any liability with
respect to, or settle, compromise or discharge, such Third Party Claim without
the Indemnifying Party's prior written consent (which consent will not be
unreasonably withheld). All Tax Claims will be governed by Section 11.6 below.

                  11.6. PROCEDURES RELATING TO INDEMNIFICATION OF TAX CLAIMS. If
         a claim is made by any taxing authority, which, if successful, might
         result in an indemnity payment to Buyer or one of its Affiliates
         pursuant to Section 11.5 above, Buyer will promptly notify Seller in
         writing of such claim (a "Tax Claim"). If notice of a Tax Claim is not
         given to Seller within a sufficient period of time to allow Seller to
         effectively contest such Tax Claim, or in reasonable detail to apprise
         Seller of the nature of the Tax Claim, in each case taking into account
         the facts and circumstances with respect to such Tax Claim, Seller will
         not be liable to Buyer or any of its Affiliates to the extent that
         Seller's position is actually prejudiced as a result thereof.

With respect to any Tax Claim (other than a Tax Claim relating solely to Taxes
of the Company for any taxable period that includes (but does not end on) the
Closing Date (a "Straddle Period"), Seller will control all proceedings taken in
connection with such Tax Claim (including without limitation selection of
counsel) and, without limiting the foregoing, may in its sole discretion pursue
or forego any and all administrative appeals,

                                       37
<PAGE>
proceedings, hearings and conferences with any taxing authority with respect
thereto, and may, in its sole discretion, either pay the Tax claimed and sue for
a refund where applicable law permits such refund suits or contest the Tax Claim
in any permissible manner. Buyer will control all proceedings taken in
connection with any Tax Claim relating solely to Taxes of the Company for a
Straddle Period. Buyer, the Company, and each of their respective Affiliates
will cooperate with Seller in contesting any Tax Claim, which cooperation will
include, without limitation, the retention and (upon Seller's request) the
provision to Seller of records and information that are reasonably relevant to
such Tax Claim, and making employees available on a mutually convenient basis to
provide additional information or explanation of any material provided hereunder
or to testify at proceedings relating to such Tax Claim.

         In no case will Buyer or the Company settle or otherwise compromise any
Tax Claim without Seller's prior written consent. In no case will the Seller be
entitled to settle or to contest any claim relating to Taxes if the settlement
of, or an adverse judgment with respect to, the claim would be likely, in the
good faith judgment of the Indemnified Party, to cause the liability for any Tax
of the Indemnified Party or of any Affiliate of the Indemnified Party for any
taxable period ending after the Closing Date to increase (including without
limitation by making any election or taking any action having the effect of
making any election, by deferring the inclusion of any amount in income or by
accelerating the deduction of any amount or the claiming of any credit) or to
take a position that, if applied to any taxable period ending after the Closing
Date, would be adverse to the interest of the Indemnified Party or any Affiliate
of the Indemnified Party.

                  11.7. PROCEDURES RELATING TO INDEMNIFICATION OF ENVIRONMENTAL
         CLAIMS.

                        11.7.1. NOTICE. Buyer will promptly notify Seller in
            writing in the event that Buyer becomes aware of facts or
            circumstances indicating that Seller is in breach of Section 5.17.1
            above or may otherwise be or become liable to Buyer by virtue of the
            presence of hazardous wastes or other environmental contaminants on
            or under any real property owned or leased by the Company or with
            respect to any substance which has been produced, stored or
            processed by any third party for or on behalf of the Company (an
            "Environmental Claim"). Seller will promptly notify Buyer in writing
            in the event that Seller becomes aware of facts or circumstances
            indicating that Seller is in breach of Section 5.17.1 above or may
            otherwise be or become liable to Buyer by virtue of an Environmental
            Claim.

                        11.7.2. RIGHT TO REMEDY. Seller has the right, upon at
            least thirty (30) days prior written notice to Buyer and subject to
            the provisos below, to assume exclusive control of the resolution
            and remedy of any Environmental Claim, including without limitation
            (1) investigating the

                                       38
<PAGE>
            matter, obtaining tests, reports, and surveys necessary to define
            and delineate the extent of any contamination; (2) subject to
            Section 11.7.5 below, contacting Governmental Authorities, making
            reports to such authorities, submitting remediation plans to such
            authorities, negotiating with such authorities or other third
            parties and otherwise dealing with such authorities; (3) preparing
            the work plan for any investigation or remediation; and (4)
            conducting or directing any such investigation or remediation.
            Seller's election to assume control of the resolution and remedy of
            any Environmental Claim shall conclusively establish for purposes of
            this Agreement that such Environmental Claim, to the extent relating
            to periods prior to the Closing Date, is within the scope of and
            subject to indemnification by Seller under Section 11.1(3) of this
            Agreement. Buyer agrees neither to: (a) enter into negotiations or
            settlements with any Governmental Authority or third parties; nor
            (b) at any time, take or offer to any Governmental Authority or
            third party any position inconsistent with reasonable positions
            taken or offered by Seller; provided that that Buyer shall have the
            right to (A) receive copies of all correspondence between Seller and
            Governmental Authorities relating to Environmental Claims and (B)
            advance notice of and the right to participate in any meeting with
            Governmental Authorities relating to Environmental Claims and
            provided further that Seller shall not, without the prior written
            approval of Buyer, which such approval shall not be unreasonably
            withheld or delayed, enter into any settlement, agreement, consent
            decree, order, remediation plan or deed restriction or similar land
            use restriction involving an Environmental Claim.

                        11.7.3. COOPERATION. Buyer and Seller will cooperate in
            good faith and make available to each other such information as is
            reasonably necessary to carry out the purposes of this Section 11.7.
            Buyer will provide any and all reasonable assistance in securing any
            permits or approvals (including without limitation by holding in its
            name any such permit where necessary or appropriate) reasonably
            required to perform any investigatory or remedial activities;
            provided that, reasonable, out of pocket expenses incurred by Buyer
            in performing such assistance will be reimbursed by Seller. Buyer
            will provide Seller with, or cause Seller to be provided with,
            reasonable access (without charge) to relevant documents and records
            and to the real property of the Company in order to perform any
            remediation, investigation, assessment, sampling, monitoring,
            treatment, removal, cleanup or other action required to fulfill
            Seller's obligations under this Agreement. Seller agrees that any
            access to the Company's premises necessary to carry out the purposes
            of this Section 11.7 will only be at hours and for periods agreed to
            by Buyer in its reasonable discretion and that such access will not
            unduly interfere with the Company's business activities conducted at
            such premises.

                                       39
<PAGE>
                        11.7.4. SATISFACTION OF OBLIGATION. Seller will be
            deemed to have satisfied its obligations under this Agreement with
            respect to any Environmental Claim when (i) the result meets or
            exceeds the least stringent standards provided by Environmental Laws
            (including any lesser standards, such as deed or land use
            restrictions, institutional controls or other lesser standards
            resulting from any site-specific risk assessments), based on the use
            of the property on the Closing Date and applicable Environmental
            Laws as in effect on the Closing Date (or, at Seller's option, as in
            effect on the date the relevant action is concluded) and (ii) with
            respect to any Environmental Claim initiated by any Governmental
            Authority, upon receipt of a "no further action" letter, site
            cleanup rehabilitation order or the functional equivalent from the
            Governmental Authorities with competent jurisdiction with respect to
            such Environmental Claim. Subject to Section 11.7.2, Buyer will
            fully cooperate with Seller by accepting and filing any necessary
            deed restrictions and by otherwise cooperating with Seller in the
            implementation of any remedial activities, to the extent such
            activities do not materially interfere with normal business
            activities conducted at the Company facilities.

                        11.7.5. DISCLOSURE. Each party will keep the other party
            reasonably informed regarding any investigatory or remediation
            activities with respect to Environmental Claims and will provide the
            other party with copies of all material monitoring, sampling and
            other data relating to such matters. Seller shall provide Buyer, or
            cause Buyer to be provided with, true and correct copies (without
            charge) of all relevant documents and records which Seller obtains
            or prepares in order to perform any remediation, investigation,
            assessment, sampling, monitoring, treatment, removal, cleanup or
            other action required to fulfill Seller's obligations under this
            Agreement (including by way of illustration and not limitation any
            Phase I Environmental Reports and any Phase II Environmental Reports
            (collectively, the "Reports"). Neither party will notify any
            Governmental Authority or third party of the existence or substance
            of facts and circumstances giving rise to an Environmental Claim
            except as required by law or the Buyer's written code of conduct
            applicable to all real property owned or used by the Buyer. If a
            party believes it is necessary or appropriate, pursuant to a law or
            such code of conduct, to disclose any such information, that party
            will first promptly notify the other party of such requirement and
            the content and timing of any disclosure that it proposes to make.
            Unless Buyer determines that to do so violates a law or the Buyer's
            code of conduct, Buyer will follow the reasonable directions of
            Seller in disclosing such information.

                        11.7.6. INVESTIGATIONS. Buyer will not engage in, permit
            or cause any subsurface investigations at or adjacent to the Company
            Property, including sampling of soil or groundwater, except (1) in
            the

                                       40
<PAGE>
            ordinary course in connection with construction activities
            (including by way of illustration and not limitation obtaining any
            construction financing for any such construction activities or
            entering into any construction contracts wherein Reports are
            required with respect to any such construction activities by the
            Company) by Buyer at the Company Property; (2) in connection with
            the release of any hazardous material regulated by Environmental Law
            when in the Buyer's reasonable judgement such release requires any
            Reports in order to ensure that such release does not cause or has
            not caused an Environmental Claim; (3) in connection with any sale,
            transfer, leasing, mortgaging or recording of other encumbrances,
            pledges or hypothecation of any of the Company Property or Change of
            Control (collectively, a "Transfer") in the event the Company or
            Buyer is required in connection with any such Transfer by any third
            party to obtain any Reports; (4) in connection with any pending or
            threatened claims of injury to person (each, a "Personal Injury
            Claim") by any officer, director, employee, agent or invitee of
            Company or Buyer (each, a "Company Affected Person") or the
            reasonable belief by Buyer that any such Company Affected Person may
            have a Personal Injury Claim; (5) as may be recommended in a Phase 1
            Environmental Report with respect to the Company Property, upon the
            written consent of Honeywell, such consent not to be unreasonably
            withheld; or (6) as required by any Governmental Authority pursuant
            to Environmental Laws to the extent that such requirement is not
            attributable to a request or notification by Buyer not required by
            Environmental Laws.

                        11.7.7. BUYER BREACH. Buyer's breach of Section 11.7.6,
            as determined by a court of competent jurisdiction, will relieve
            Seller, to the extent of the losses, liabilities, claims or expenses
            suffered or incurred by such breach, of its obligation to indemnify
            Buyer for any Environmental Claim if and to the extent that such
            breach is materially prejudicial to Seller's ability to remediate
            such Environmental Claim.

         12. TAX MATTERS.

                  12.1. RETURNS. For any Straddle Period of the Company, Buyer
         will timely prepare and file with the appropriate authorities all Tax
         returns, reports and forms required to be filed and will pay all Taxes
         due with respect to such returns, reports and forms. For any taxable
         period of the Company that ends on or before the Closing Date, Seller
         will timely prepare and file with the appropriate authorities all Tax
         returns, reports and forms required to be filed, and will pay all Taxes
         due with respect to such taxable periods (whether or not shown as due
         on such returns, reports and forms and regardless of whether or when
         such returns, reports and forms were or are filed).


                                       41
<PAGE>
                  12.2. COOPERATION. Seller, the Company, and Buyer will
         reasonably cooperate, and will cause their respective Affiliates,
         officers, employees, agents, auditors and representatives reasonably to
         cooperate, in preparing and filing all returns, reports and forms
         relating to Taxes, including maintaining and making available to each
         other all records necessary in connection with Taxes and in resolving
         all disputes and audits with respect to all taxable periods relating to
         Taxes. Buyer and Seller recognize that Seller and its Affiliates will
         need access, from time to time, after the Closing Date, to certain
         accounting and Tax records and information held by the Company to the
         extent such records and information pertain to events occurring prior
         to the Closing Date; therefore, Buyer agrees, and agrees to cause the
         Company, (1) to use its best efforts to properly retain and maintain
         such records until such time as Seller agrees that such retention and
         maintenance is no longer necessary; and (2) to allow Seller and its
         agents and representatives (and agents or representatives of any of its
         Affiliates), at times and dates mutually acceptable to the parties, to
         inspect, review and make copies of such records as Seller may deem
         necessary or appropriate from time to time, such activities to be
         conducted during normal business hours and at Seller's expense. Buyer
         will, at its own cost and expense, fully and accurately complete and
         submit any tax data packages required by Seller within the time period
         established by the Seller's tax department consistent with past
         practices.

                  12.3. REFUNDS. Any refunds or credits of Taxes of the Company
         for any taxable period ending on or before the Closing Date will be for
         the account of Seller. Any other refunds or credits of Taxes of the
         Company will be for the account of Buyer. Buyer will, if Seller so
         requests and at Seller's expense, cause the Company to file for and
         obtain any refunds or credits to which Seller is entitled under this
         Section 12.3; provided that, Seller will not be entitled to cause the
         Company to file a claim for refund if such claim would be likely, in
         the good faith judgment of the Buyer, to cause the liability for Tax of
         the Company, the Buyer or any Affiliate of the Buyer for any taxable
         period ending after the Closing Date to increase or, if applied to any
         taxable period ending after the Closing Date, would be adverse to the
         interest of the Company, the Buyer or any Affiliate of the Buyer. Buyer
         will permit Seller to control the prosecution of any such refund claim
         and, where deemed appropriate by Seller, will cause the Company to
         authorize by appropriate powers of attorney such persons as Seller will
         designate to represent the Company with respect to such refund claim.
         Buyer will cause the Company to forward to Seller any such refund
         within ten days after the refund is received (or reimburse Seller for
         any such credit within ten days after the credit is allowed or applied
         against other Tax liability). Notwithstanding the foregoing, the
         control of the prosecution of a claim for refund of Taxes paid pursuant
         to a deficiency assessed subsequent to the Closing Date as a result of
         an audit will be governed by the provisions of Section 11.6 above.

                                       42
<PAGE>
                  12.4. TAX SHARING. Seller will cause the provisions of any Tax
         sharing agreement to which the Company is a party to be terminated on
         or before the Closing Date.

         13. ASSIGNMENT. This Agreement and the rights and obligations hereunder
will not be assignable or transferable by Buyer or Seller (including by
operation of law in connection with a merger, or sale of substantially all of
the assets or stock, of Buyer or Seller) without the prior written consent of
the other party hereto; provided that, Buyer may, upon written notification to
Seller delivered thirty (30) days prior to such assignment (to the extent such
advance notice is permitted by applicable law and to the extent practicable),
assign its rights hereunder upon the occurrence of a Change of Control,
provided, however, that no assignment of Honeywell's indemnification obligations
in respect of the Chippewa Falls Property or any Environmental Claim related
thereto shall be valid or binding against Honeywell or any of its Affiliates
unless (x) Buyer has complied with the provisions of Section 8.6 and (y) the
assignee (A) agrees to be bound by the provisions of Sections 11.1 through 11.7
(inclusive) in a writing satisfactory to Honeywell in its reasonable discretion
to which Honeywell is a party, and (B) uses the Chippewa Falls Property
exclusively for industrial purposes; provided further that, no assignment or
grant of a security interest will limit or affect the assignor's obligations
hereunder.

         14. NO THIRD-PARTY BENEFICIARIES. This Agreement is for the sole
benefit of the parties hereto and their permitted assigns and nothing herein
expressed or implied will give or be construed to give to any person or entity,
other than the parties hereto and permitted assigns, any legal or equitable
rights hereunder.

         15. TERMINATION.

                  15.1. EVENTS. Anything contained herein to the contrary
         notwithstanding, this Agreement may be terminated and the transactions
         contemplated hereby abandoned at any time prior to the Closing Date:

                  (1) by mutual written consent of Seller and Buyer;

                  (2) by Seller if any of the conditions set forth in Section
         4.2 above will have become incapable of fulfillment, and will not have
         been waived by Seller;

                  (3) by Buyer if any of the conditions set forth in Section 4.1
         above will have become incapable of fulfillment, and will not have been
         waived by Buyer; or

                  (4) by either party hereto if Closing does not occur on or
         before 5:00 p.m. on December 26, 2002;

provided that, the party seeking termination pursuant to clause (2), (3) or (4)
above is not in breach of any of its representations, warranties, covenants or
agreements contained in this Agreement.

                                       43
<PAGE>
                  15.2. NOTICE. In the event of termination by Seller or Buyer
         pursuant to Section 15, written notice thereof will forthwith be given
         to the other party and the transactions contemplated by this Agreement
         will be terminated without further action by either party. If the
         transactions contemplated by this Agreement are terminated as provided
         herein:

                  (1) Buyer will return all documents and other material
         received from Seller, the Company relating to the transactions
         contemplated hereby, whether so obtained before or after the execution
         hereof, to Seller; and

                  (2) all confidential information received by Buyer with
         respect to the business of the Company will be treated in accordance
         with the Confidentiality Agreement, which will remain in full force and
         effect notwithstanding the termination of this Agreement.

                  15.3. SURVIVING PROVISIONS. If this Agreement is terminated
         and the transactions contemplated hereby are abandoned as described in
         Section 15, this Agreement will become void and of no further force and
         effect, except for the provisions of (1) Section 8.1 above relating to
         the obligation of Buyer to keep confidential certain information and
         data obtained by it from Seller; (2) Section 17 below relating to
         certain expenses; (3) Section 9.1 above relating to publicity; (4)
         Section 24 below relating to finder's fees and broker's fees; (5)
         Section 26 below relating to consent to jurisdiction; (6) Section 27
         below relating to governing law; and (7) Section 15. Nothing in Section
         15 will be deemed to release either party from any liability for any
         breach by such party of the terms and provisions of this Agreement or
         to impair the right of either party to compel specific performance by
         the other party of its obligations under this Agreement.

         16. SURVIVAL OF REPRESENTATIONS. The representations and warranties in
this Agreement (other than representations and warranties relating to Taxes and
employee benefit plans) and in any Ancillary Document will survive Closing
solely for purposes of Sections 11.1 and 11.2 above and will terminate at the
close of business eighteen months following the Closing Date. Representations
and warranties relating to Taxes and employee benefit plans will survive until
15 days after the expiration of the applicable statute of limitations (giving
effect to any extension thereof).

         17. EXPENSES. Whether or not the transactions contemplated hereby are
consummated, each party will pay all of the costs and expenses it incurs in
connection with this Agreement and the transactions contemplated hereby.

         18. ATTORNEY FEES. Should any litigation be commenced concerning this
Agreement or the rights and duties of any party with respect to it, the party
prevailing will be entitled, in addition to such other relief as may be granted,
to a reasonable sum for such party's attorney fees and expenses determined by
the court in such litigation or in a separate action brought for that purpose.

                                       44
<PAGE>
         19. AMENDMENTS. No amendment to this Agreement will be effective unless
it will be in writing and signed by both parties hereto.

         20. NOTICES. All notices or other communications required or permitted
to be given hereunder will be in writing and will be delivered by hand or
telecopy, or sent, postage prepaid, by registered, certified or express mail, or
reputable overnight courier service and will be deemed given when so delivered
by hand or telecopied, or if mailed, three Business Days after mailing (one
Business Day in the case of express mail or overnight courier service), as
follows:

<TABLE>
To Buyer:                                            To Seller:
<S>                                                  <C>
TTM Technologies, Inc.                               Honeywell International Inc.
17550 N.E. 67th Court                                Attention: President, Specialty Materials
Redmond, Washington 98052                            101 Columbia Road
Attention: Kenton K. Alder, President                Morristown, New Jersey 07962
FAX: +1 (714) 241-1668                               FAX: +1 (973) 455-6840

with a copy to:                                      with a copy to:

Greenburg Traurig, LLP                               Honeywell International Inc.
2375 East Camelback Road, Suite 700                  Attention: Senior Vice President and
Phoenix, Arizona 85016                                          General Counsel
Attention: Michael L. Kaplan, Esq.                   101 Columbia Road
FAX: +1 (602) 445-8615                               Morristown, New Jersey 07962
                                                     FAX: +1 (973) 455-4749
</TABLE>

         21. INTERPRETATION. The headings contained in this Agreement and in the
table of contents to this Agreement are for reference purposes only and will not
affect in any way the meaning or interpretation of this Agreement. References
herein to sections are to Sections of this Agreement unless the context
otherwise requires. The phrase, "to Seller's knowledge" and similar phrases
refers to the actual knowledge of Dean Vlasak, Mark Kinning, Paul Cress, Bob
Walther, Tom Zwiefelhofer, Brian Moynihan, Mark Moncuso and Carl Baranowski
following reasonable inquiry.

         22. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which will be considered one and the same agreement, and
will become effective when one or more such counterparts have been signed by
each of the parties and delivered to the other party.

         23. ENTIRE AGREEMENT. This Agreement and the Confidentiality Agreement
contain the entire agreement and understanding between the parties hereto with
respect to the subject matter hereof and supersede all prior agreements and
understandings relating to such subject matter.

         24. FEES. Seller hereby represents and warrants that (1) the only
broker or finder that has acted for Seller in connection with this Agreement or
the transactions

                                       45
<PAGE>
contemplated hereby or that may be entitled to any brokerage fee, finder's fee
or commission in respect thereof is Salomon Smith Barney Inc.; and (2) Seller
will pay all fees or commissions which may be payable to Salomon Smith Barney
Inc. Buyer hereby represents and warrants that (1) the only brokers or finders
that have acted for Buyer in connection with this Agreement or the transactions
contemplated hereby or that may be entitled to any brokerage fee, finder's fee
or commission in respect thereof are T.C. Management, L.L.C., T.C. Management
IV, L.L.C. and Brockway Moran & Partners Management, L.P.; and (2) Buyer will
pay all fees or commissions which may be payable to T.C. Management, L.L.C.,
T.C. Management IV, L.L.C. and Brockway Moran & Partners Management, L.P.

         25. SEVERABILITY. If any provision of this Agreement or the application
of any such provision to any person or circumstance will be held invalid,
illegal or unenforceable in any respect by a court of competent jurisdiction,
such invalidity, illegality or unenforceability will not affect any other
provision hereof.

         26. CONSENT TO JURISDICTION. Each of Buyer and Seller irrevocably
submits to the jurisdiction of (1) the Supreme Court of the State of New York,
New York County; and (2) the United States District Court for the Southern
District of New York, for the purposes of any suit, action or other proceeding
arising out of this Agreement or any transaction contemplated hereby. Each of
Buyer and Seller agrees to commence any action, suit or proceeding relating
hereto either in the United States District Court for the Southern District of
New York or, if, for jurisdictional reasons, such suit, action or other
proceeding may not be brought in such court, in the Supreme Court of the State
of New York, New York County. Each of Buyer and Seller further agrees that
service of any process, summons, notice or document by United States registered
mail to such party's respective address in the United States set forth above
will be effective service of process for any action, suit or proceeding in New
York with respect to any matters to which it has submitted to jurisdiction as
set forth above in the immediately preceding sentence. Each of Buyer and Seller
irrevocably and unconditionally waives any objection to the laying of venue of
any action, suit or proceeding arising out of this Agreement or the transactions
contemplated hereby in (a) the Supreme Court of the State of New York, New York
County; or (b) the United States District Court for the Southern District of New
York, and hereby further irrevocably and unconditionally waives and agrees not
to plead or claim in any such court that any such action, suit or proceeding
brought in any such court has been brought in an inconvenient forum.

         27. GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED IN
ACCORDANCE WITH AND ENFORCED UNDER THE INTERNAL LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE,
WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES OF SUCH STATE.

         28. CONFIDENTIALITY AGREEMENTS WITH THIRD PARTIES. Seller hereby
assigns to Buyer, or will cause its Affiliates to assign to Buyer, all rights of
Seller under any

                                       46
<PAGE>
confidentiality agreements between Seller and third parties relating to
potential transactions regarding the Company.

         29. SELLER DISCLOSURE SCHEDULES. The parties acknowledge and agree that
(1) the Seller Disclosure Schedule may include certain items and information
solely for informational purposes for the convenience of Buyer; (2) the
disclosure by Seller of any matter in the Seller Disclosure Schedule will not be
deemed to constitute an acknowledgement by Seller that the matter is required to
be disclosed by the terms of this Agreement or that the matter is material; (3)
the disclosure by Seller of any matter in the Seller Disclosure Schedule will
not be deemed or interpreted to broaden or otherwise amplify the Seller's
representations and warranties or covenants contained in this Agreement, and
nothing in the Seller Disclosure Schedule will influence the construction or
interpretation of any of the representations and warranties contained in this
Agreement. If any section of the Seller Disclosure Schedule discloses an item or
information in such a way as to make its relevance and the scope of modification
to the disclosure required by another Section readily apparent, the matter will
be deemed to have been disclosed in such other Section, notwithstanding the
omission of an appropriate cross-reference to such other Section.

                            (continued on next page)

                                       47
<PAGE>
         IN WITNESS WHEREOF, the parties have caused this Stock Purchase
Agreement to be duly executed as of the date first written above.

<TABLE>
<CAPTION>
SELLER:                                              BUYER:
------                                               -----
<S>                                                  <C>
HONEYWELL ELECTRONIC MATERIALS, INC.                 TTM TECHNOLOGIES, INC.

Signed: /s/ James V. Gelly                           Signed: /s/ Kent Alder
       -------------------------------------                -------------------------------------

Printed name:                                        Printed name: Kenton K. Alder
             -------------------------------                      -------------------------------

Title:                                               Title: Chief Executive Officer
      --------------------------------------               ---------------------------------------

Date:                                                Date: December 24, 2002
     ----------------------------------------              ---------------------------------------
</TABLE>




                                       48

</TEXT>
</DOCUMENT>
