TECHDYNE INC
EXHIBIT 10C
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<TYPE>EX-10.C
<SEQUENCE>5
<FILENAME>ex10_c.txt
<DESCRIPTION>EXHIBIT 10C
<TEXT>
                                                                   EXHIBIT 10(C)





                                SERVICE AGREEMENT

                                     between

                     SIMCLAR INTERNATIONAL HOLDINGS LIMITED
                Incorporated under the Companies Acts (Registered
                No. SC219243) and having its Registered Office at
              5 Albyn Place, Edinburgh (hereinafter referred to as
                                   "Simclar")

                                OF THE FIRST PART

                                       and

                       TECHDYNE INC, a Florida Corporation
                     (hereinafter referred to as "Techdyne")

                               OF THE SECOND PART
                                  -------------





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                                             SERVICE AGREEMENT

                                             between

                                             SIMCLAR INTERNATIONAL HOLDINGS
                                             LIMITED incorporated under the
                                             Companies Acts (Registered No.
                                             SC219243) and having its Registered
                                             Office at 5, Albyn Place, Edinburgh
                                             (hereinafter referred to as
                                             "Simclar")

                                                               OF THE FIRST PART

                                             and

                                             TECHDYNE INC, a Florida Corporation
                                             (hereinafter referred to as
                                             "Techdyne")

                                                                   OF THE SECOND
                                                         PART

                                                        ------------------


ONE               Techdyne hereby retains Simclar to provide certain management
                  services (including but not limited to financial,
                  administrative business development and operational matters)
                  with respect to the business of Techdyne and its subsidiaries
                  Lytton Incorporated and Techdyne (Europe) Limited. Simclar
                  shall have no responsibility to advance or make any funds
                  available for the operations of Techdyne nor shall Simclar or
                  any of its employees sign any cheques, agreements, contracts
                  or similar documents or instruments by, for or on behalf of
                  Techdyne nor shall Simclar have any supervisory or managerial
                  responsibilities or obligations on behalf of Techdyne with
                  respect to any of the operations of Techdyne all of which
                  shall be the sole responsibility of Techdyne except to the
                  extent that such Simclar personnel are also officers and/or
                  Directors of Techdyne and authorised by Techdyne to sign
                  cheques for Techdyne or are otherwise employed by Techdyne in
                  a managerial capacity but any act by such employee, officer or
                  Director of Techdyne shall not be that of Simclar nor shall
                  any liability for any act or omission of such person be deemed
                  directed by or attributable to Simclar.


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                                       2


TWO               The period of this Agreement shall be two years from Sixteenth
                  July 2001 ("the Effective Date") but declaring that either
                  party may give not less than sixty days written notice to the
                  other of its intention to terminate the Agreement provided
                  always that the party wishing to terminate is not in default
                  of any of its obligations under this Agreement.

THREE             In respect of the services to be performed by Simclar as
                  provided herein, Techdyne agrees to and shall pay to Simclar
                  Three Hundred and Thirty Six Thousand Dollars ($336,000) per
                  annum payable in equal monthly instalments of Twenty eight
                  Thousand Dollars U.S. ($28.000) with the first payment due on
                  First September 2001 (being a proportionate payment from the
                  Effective Date) and thereafter each subsequent instalment
                  shall be due and payable on the first day of each month with
                  interest thereon at Five per centum per annum above the base
                  lending rate of the Bank of Scotland from time to time in
                  force if such instalments are not paid within fifteen days of
                  the due date.

FOUR              Responsibility for Techdyne and its operations remain solely
                  with Techdyne and not with Simclar or its employees. The
                  services to be performed by Simclar are not to be construed in
                  any manner as binding Simclar or its employees to any
                  liability or responsibility whatsoever relating to Techdyne
                  and its activities and operations.

FIVE              During the period of this Agreement officers or employees of
                  Simclar who may co-operate or otherwise participate with
                  Techdyne employees or personnel in providing the service
                  contemplated herein shall be and shall remain an employee of
                  Simclar and no employee of Techdyne who may participate with
                  employees or personnel of Simclar in providing the said
                  service shall be deemed to be an employee of or otherwise
                  affiliated with Simclar. Nothing herein shall be construed as
                  establishing a joint venture or partnership between Simclar
                  and Techdyne.


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                                       3


SIX               Should any Simclar personnel be reasonably required to travel
                  to perform any of the services contemplated herein which
                  travel shall be undertaken at the option of Simclar, Techdyne
                  will reimburse Simclar for any out of pocket expenses properly
                  and reasonably incurred in connection with such services and
                  travel.

SEVEN             This Agreement may be assigned by either party with the
                  written consent of the other which consent will not be
                  unreasonably withheld or delayed provided always that either
                  party may assign its obligations hereunder to any holding or
                  subsidiary company without requiring to obtain the consent of
                  the other.

EIGHT             This Agreement shall be binding upon and shall inure to the
                  benefit of the parties hereto and their successors and
                  assignees. Nothing in this Agreement whether expressed or
                  implied is intended to confer any rights or remedies under or
                  by reason of this Agreement on any other persons other than
                  the parties hereto and their respective successors and
                  assignees nor is anything in this Agreement intended to
                  relieve or discharge the obligations or liabilities of any
                  third person to any party to this Agreement nor shall any
                  provision herein give any third party any other rights against
                  any party to this Agreement.

NINE              In the event of any dispute arising between the parties hereto
                  as to the meaning or effect of any of the terms and conditions
                  contained herein or as to the rights of the parties hereunder,
                  such dispute shall be referred to a single arbiter mutually
                  chosen or failing agreement appointed by the Sheriff of
                  Lothian and Borders at Edinburgh and the cost of any such
                  arbitration shall be in the award of the arbiter whose
                  decision on any matter referred to him shall be final and
                  binding.


TEN               This Agreement shall be governed and construed in all respects
                  in accordance with the law of Scotland and each of the parties
                  hereto hereby irrevocably submit themselves to the
                  jurisdiction of the Scottish courts: IN WITNESS WHEREOF

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