EXHIBIT 10.29

                             GENERAL TERMS AGREEMENT

                                     between

                               THE BOEING COMPANY

                                       and

                             CASHMERE MANUFACTURING


                              Number BCA-65311-0140
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                                        i

                             GENERAL TERMS AGREEMENT
                                TABLE OF CONTENTS


SECTION       TITLE
-------       -----

  1.0         DEFINITIONS

  2.0         ISSUANCE OF PURCHASE ORDERS AND
              APPLICABLE TERMS

  2.1         Issuance of Purchase Orders

  2.2         Acceptance of Purchase Orders

  2.3         Written Authorization to Proceed

  2.4         Rejection of Purchase Orders

  3.0         TITLE AND RISK OF LOSS

  4.0         DELIVERY

  4.1         Requirements

  4.2         Delay

  4.3         Notice of Labor Disputes

  5.0         ON-SITE REVIEW AND RESIDENT
                 REPRESENTATIVES

  5.1         Review

  5.2         Resident Representatives

  6.0         INVOICE AND PAYMENT

  7.0         PACKING AND SHIPPING

  8.0         QUALITY ASSURANCE, INSPECTION REJECTION
              AND ACCEPTANCE

  8.1         Controlling Document

  8.2         Seller's Inspection

  8.3         Boeing's Inspection and Rejection

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                                       ii

SECTION       TITLE
-------       -----

  8.4         Federal Aviation Administration or Equivalent
              Government Agency Inspection

  8.5         Retention of Records

  8.6         Source Inspection

  8.7         Language for Technical Information

  9.0         EXAMINATION OF RECORDS

  10.0        CHANGES

  10.1        General

  10.2        Model Mix

  11.0        PRODUCT ASSURANCE

  12.0        TERMINATION FOR CONVENIENCE

  13.0        EVENTS OF DEFAULT AND REMEDIES

  14.0        EXCUSABLE DELAY

  15.0        SUSPENSION OF WORK

  16.0        TERMINATION OR CANCELLATION:  INDEMNITY
              AGAINST SUBCONTRACTOR'S CLAIMS

  17.0        ASSURANCE OF PERFORMANCE

  18.0        RESPONSIBILITY FOR PROPERTY

  19.0        LIMITATION OF SELLER'S RIGHT TO ENCUMBER
              ASSETS

  20.0        PROPRIETARY INFORMATION AND ITEMS

  21.0        COMPLIANCE WITH LAWS

  22.0        INTEGRITY IN PROCUREMENT

  23.0        INFRINGEMENT

  24.0        BOEING'S RIGHTS IN SELLER'S PATENTS,
              COPYRIGHTS, TRADE SECRETS AND TOOLING
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                                      iii

SECTION       TITLE
-------       -----

  25.0        NOTICES

  25.1        Addresses

  25.2        Effective Date

  25.3        Approval or Consent

  26.0        PUBLICITY

  27.0        PROPERTY INSURANCE

  27.1        Insurance

  27.2        Certificate of Insurance

  27.3        Notice of Damage or Loss

  28.0        RESPONSIBILITY FOR PERFORMANCE

  28.1        Subcontracting

  28.2        Reliance

  28.3        Assignment

  29.0        NON-WAIVER

  30.0        HEADINGS

  31.0        PARTIAL INVALIDITY

  32.0        APPLICABLE LAW

  33.0        AMENDMENT

  34.0        LIMITATION

  35.0        TAXES

  35.1        Inclusion of Taxes in Price

  35.2        Litigation

  35.3        Rebates

  36.0        FOREIGN PROCUREMENT OFFSET

  37.0        ENTIRE AGREEMENT/ORDER OF PRECEDENCE
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                                       iv

SECTION       TITLE
-------       -----

  37.1        Entire Agreement

  37.2        Incorporated by Reference

  37.3        Order of Precedence

  37.4        Disclaimer

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                                        v

                                    AMENDMENT


 AMEND
 NUMBER               DESCRIPTION                 DATE               APPROVAL,
 ------               -----------                 ----               ---------

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                                        1

                             GENERAL TERMS AGREEMENT

                                   RELATING TO

                                 BOEING PRODUCTS



     THIS GENERAL TERMS AGREEMENT is entered into as of 06-11-97, by and between
Cashmere Manufacturing, a (Washington) corporation, with its principal office in
Wenatchee, Washington, STATE, ("Seller"), and The Boeing Company, a Delaware
corporation with its principal office in Seattle, Washington acting by and
through its division the Boeing Commercial Airplane Group ("Boeing").

                                    RECITALS

A.   Boeing produces commercial airplanes.

B.   Seller manufactures and sells certain goods and services for use in the
     production and support of such aircraft.

C.   Seller desires to sell and Boeing desires to purchase certain of Seller's
     goods and services in accordance with the terms set forth in this
     Agreement.

     Now therefore, in consideration of the mutual covenants set forth herein,
     the parties agree as follows:
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                                        2

                                   AGREEMENTS

1.0  DEFINITIONS

     The definitions set forth below shall apply to the following terms as they
     are used in this Agreements, any Order, or any related Special Business
     Provisions ("SBP"). Words importing the singular number shall also include
     the plural number and vice versa.

     (a)  "Customer" means any owner, operator or user of Products and any other
          individual, partnership, corporation or entity which has or acquires
          any interest in the Products from, through or under Boeing.

     (b)  "Derivative" means any new model airplane designated by Boeing as a
          derivative of an existing Model airplane and which: (1) has the same
          number of engines as the existing model airplane; (2) utilizes
          essentially the same aerodynamic and propulsion design, major assembly
          components, and systems as the existing model airplane and (3)
          achieves other payload/range combinations by changes in body length,
          engine thrust, or variations in certified gross weight.

     (c)  "Drawing' means an automated or manual depiction of graphics or
          technical information representing a Product or any part thereof add
          which includes the parts list and specifications relating thereto.

     (d)  "End Item Assembly" means any Product which is described by a single
          part number and which is comprised of more than one component part.

     (e)  "FAA" means the United States Federal Aviation Administration or any
          successor agency thereto.

     (f)  "FAR" means the Federal Acquisition Regulations in effect on the date
          of this Agreement.

     (g)  "Materiel Representative" means the individual designated from time to
          time, by Boeing as being primarily responsible for interacting with
          Seller regarding this Agreement and any Order.

     (h)  "Order" means each purchase order issued by Boeing and accepted by
          Seller under the terms of this Agreement. Each Order is a contract
          between Boeing and Seller.
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                                        3

     (i)  "Product" means goods, including components and parts thereof,
          services, documents, data, software, software documentation and other
          information or items furnished or to be furnished to Boeing under any
          Order, including Tooling except for Rotating Use Tools.

     (j)  "Purchased on Assembly Production Detail Part (POA)" means a component
          part of an End Item Assembly.

     (k)  "Shipset" means the total quantity of a given part number or material
          necessary for production of one airplane.

     (l)  "Spare" means any Product, regardless of whether the Product is an End
          Item Assembly or a Purchased on Assembly Production Detail Part, which
          is intended for use or sale as a spare part or a production
          replacement.

     (m)  "Tooling" means all tooling, as defined in Boeing Document M31-24,
          "Boeing Suppliers Tooling Manual," and/or described on any Order,
          including but not limited to Boeing-Use Tooling, Supplier-Use Tooling
          and Common-Use Tooling as defined in Boeing Document D6-49004,
          "Operations General Requirements for Suppliers," and Rotating-Use
          Tooling as defined in Boeing Document M31-13, "Accountability of
          Inplant/Outplant Special (Contract) Tools." For purposes of this
          Agreement, in the documents named in this subparagraph, the term
          "Supplier Use Tooling" shall be changed to Seller Use Tooling.

2.0  ISSUANCE OF ORDERS AND APPLICABLE TERMS

2.1  Issuance of Orders

     Boeing may issue Orders to Seller from time to time. Each Order shall
     contain a description of the Products ordered, a reference to the
     applicable specifications and Drawings, the quantities and prices, the
     delivery schedule, the terms and place of delivery and any special
     conditions.

     Each Order which incorporates this Agreement shall be governed by and be
     deemed to include the provisions of this Agreement. Purchase Order Terms
     and Conditions, Form D1-4100-4045, Form P252T and any other purchase order
     terms and conditions which may conflict with this Agreement, do not apply
     to the Orders.

2.2  Acceptance of Orders
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                                        4

     Each Order is Boeing's offer to Seller and acceptance is strictly limited
     to its terms. Boeing will not be bound by and specifically objects to any
     term or condition which is different from or in addition to the provisions
     of the Order, whether or not such term or condition will materially alter
     the Order. Seller's commencement of performance or acceptance of the Order
     in any manner shall conclusively evidence Seller's acceptance of the Order
     as written. Boeing may revoke any Order prior to Boeing's receipt of
     Seller's written acceptance or Seller's commencement of performance.

2.3  Written Authorization to Proceed

     Boeing's Materiel Representative may give written authorization to Seller
     to commence performance before Boeing issues an Order. If Boeing in its
     written authorization specifies that an Order will be issued, Boeing and
     Seller shall proceed as if an Order had been issued. This Agreement, the
     applicable SBP and the terms stated in the written authorization shall be
     deemed to be a part of Boeing's offer and the parties shall promptly agree
     on any open Order terms. If Boeing does not specify in its written
     authorization that an Order shall be issued, Boeing's obligation is
     strictly limited to the terms of the written authorization. For purposes of
     this Section 2.3 only, written authorization includes electronic
     transmission chosen by Boeing.

     If Seller commences performance before an Order is issued or without
     receiving Boeing's prior authorization to proceed, such performance shall
     be at Seller's expense.

2.4  Rejection of Purchase Order

     Any rejection by Seller of an Order shall specify the reasons for rejection
     and any changes or additions that would make the Order acceptable to
     Seller; provided, however, that Seller may not reject any Order for reasons
     inconsistent with the provisions of this Agreement or the applicable SBP.

3.0  TITLE AND RISK OF LOSS

     Title to and risk of any loss of or damage to the Products shall pass from
     Seller to Boeing at the F.O.B. point as specified in the applicable Order,
     except for loss or damage thereto resulting from Seller's fault or
     negligence. Passage of title on delivery does not constitute Boeing's
     acceptance of Products.

4.0  DELIVERY

4.1  Requirements

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     Deliveries shall be strictly in accordance with the quantities, the
     schedule and other requirements specified in the applicable Order. Seller
     may not make early or partial deliveries without Boeing's prior written
     authorization. Deliveries which fail to meet Order requirements may be
     returned to Seller at Seller's expense.

4.2  Delay

     Seller shall notify Boeing immediately, of any circumstances that may cause
     a delay in delivery, stating the estimated period of delay and the reasons
     therefor. If requested by Boeing, Seller shall use additional effort,
     including premium effort, and shall ship via air or other expedited routing
     to avoid or minimize delay to the maximum extent possible. All additional
     costs resulting from such premium effort or premium transportation shall be
     borne by Seller with the exception of such costs attributable to delays
     caused directly by Boeing. Nothing herein shall prejudice any of the rights
     or remedies provided to Boeing in the applicable Order or by law.

4.3  Notice of Labor Disputes

     Seller shall immediately notify Boeing of any actual or potential labor
     dispute that may disrupt the timely performance of an Order. Seller shall
     include the substance of this Section 4.3, including this sentence, in any
     subcontract relating to an Order if a labor dispute involving the
     subcontractor would have the potential to delay the timely performance of
     such Order. Each subcontractor, however, shall only be required to give the
     necessary notice and information to its next higher-tier subcontractor.

5.0  ON-SITE REVIEW AND RESIDENT REPRESENTATIVES

5.1  Review

     At Boeing's request, Seller shall provide at Boeing's facility or at a
     place designated by Boeing, a review explaining the status of the Order,
     actions taken or planned relating to the Order and any other relevant
     information. Nothing herein may be construed as a waiver of Boeing's rights
     to proceed against Seller because of any delinquency.

     Boeing's authorized representatives may enter Seller's plant at all
     reasonable times to conduct preliminary inspections and tests of the
     Products and work-in-process. Seller shall include in its subcontracts
     issued in connection with an Order a like provision giving Boeing the right
     to enter the premises of Seller's subcontractors. When requested by Boeing,
     Seller shall accompany Boeing to Seller's subcontractors.

5.2  Resident Representatives

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     Boeing may in its discretion and for such periods as it deems necessary
     assign resident personnel at Seller's facilities. Seller shall furnish,
     free of charge, all office space, secretarial service and other Facilities
     and assistance reasonably required by Boeing's representatives at Seller's
     plant. The resident team will function under the guidance of Boeing's
     manager. The resident team will provide communication and coordination to
     ensure timely performance of the Order. Boeing's resident team shall be
     allowed access to all work areas, Order status reports and management
     review necessary to assure timely performance and conformance with the
     requirements of each Order. Notwithstanding such assistance, Seller remains
     solely responsible for performing in accordance with each Order.

6.0  INVOICE AND PAYMENT

     Unless otherwise provided in the applicable Order, invoicing and payment
     shall be in accordance with SBP Section 7.0.

7.0  PACKING AND SHIPPING

     Seller shall (a) prepare for shipment and suitably pack all Products to
     prevent damage or deterioration, (b) where Boeing has not identified a
     carrier, secure lowest transportation rates, (c) comply with the
     appropriate carrier tariff for the mode of transportation specified by
     Boeing and (d) comply with any special instructions stated in the
     applicable Order.

     Boeing shall pay no charges for preparation, packing, crating or cartage
     unless stated in the applicable Order. Unless otherwise directed by Boeing,
     all standard routing shipments forwarded on one day must be consolidated.
     Each container must be consecutively numbered and marked as set forth
     below. Container and Order numbers must be indicated on the applicable bill
     of lading. Two copies of the packing sheets must be attached to the No. 1
     container of each shipment and one copy in each individual container. Each
     pack sheet must include as a minimum the following: a) Seller's name,
     address and phone number; b) Order and item number; c) ship date for the
     Products; d) total quantity shipped and quantity in each container, if
     applicable; e) legible pack slip number; f) nomenclature; g) unit of
     measure; h) slip to if other than Boeing; i) warranty data and
     certification, as applicable; j) rejection tag, if applicable; k) Seller's
     certification that Products comply with Order requirements; and, 1)
     identification of optional material used, if applicable. Products sold
     F.O.B. place of shipment must be forwarded collect. Seller may not make any
     declaration concerning the value of the Products shipped, except on
     Products where the tariff rating or rate depends on the released or
     declared value, and in such event the value shall be released or declared
     at the maximum value for the lowest tariff rating or rate.

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     The following markings shall be included on each unit container: a)
     Seller's name; b) Seller's part number, if applicable; c) Boeing part
     number, if applicable; d) part nomenclature; e) Order number; f) quantity
     of Products in container; g) unit of measure; h) serial number, if
     applicable; i) date (quarter/year) identified as assembly or rubber cure
     date, if applicable; j) precautionary handling instructions or marking as
     required.

     In addition, the following markings/labels shall be included on each
     shipping container: a) Name and address of consignee; b) Name and address
     of consigner; c) Order number; d) Part number as shown on the Order; e)
     Quantity of Products in container; f) Unit of measure; g) Box number; h)
     Total number of boxes in shipment; and, i) Precautionary handling, labeling
     or marking as required.

8.0  QUALITY ASSURANCE, INSPECTION, REJECTION, & ACCEPTANCE

     8.1 Controlling Document

          The controlling quality assurance document for Orders shall be as set
          forth in the SBP Section 4.0.

8.2  Seller's Inspection

     Seller shall inspect or otherwise verify that all Products and components
     thereof, including those procured from or cashed by subcontractors or
     Boeing, comply with the requirements of the Order prior to shipment to
     Boeing or Customer. Seller shall be responsible for all tests and
     inspections of the Product and any component thereof during receiving,
     manufacture and Seller's final inspection. Seller shall include on each
     packing sheet a certification that the Products comply with the
     requirements of the Order.

8.2.1 Sellers Disclosure

     Seller will immediately notify Boeing when discrepancies in Seller's
     processes or Product are discovered or suspected for Products Seller has
     delivered.

8.3  Boeing's Inspection and Rejection

     Unless otherwise specified on an Order, Products shall be subject to final
     inspection and acceptance by Boeing at destination, notwithstanding any
     payment or prior inspection. Boeing may reject any Product which does not
     strictly conform to the requirements of the applicable Order. Boeing shall
     by notice, rejection tag or other communication notify Seller of such
     rejection. Whenever possible, Boeing may

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     coordinate with Seller prior to disposition of the rejected Product(s),
     however, Boeing shall retain final disposition authority with respect to
     all rejections. At Seller's risk and expense, all such Products will be
     returned to Seller for immediate repair, replacement or other correction
     and redelivery to Boeing; provided, however, that with respect to any or
     all of such Products and at Boeing's election and at Seller's risk and
     expense, Boeing may: (a) hold, retain, or return such Products without
     permitting any repair, replacement or other correction by Seller; (b) hold
     or retain such Products for repair by Seller or, at Boeing's election, for
     repair by Boeing with such assistance from Seller as Boeing may require;
     (c) hold such Products until Seller has delivered conforming replacements
     for such Products; (d) hold such Products until conforming replacements are
     obtained from a third party; (e) return such Products with instructions to
     Seller as to whether the Products shall be repaired or replaced and as to
     the manner of redelivery or (f) return such Products with instructions that
     they be scrapped. Upon final disposition by Boeing that the non-conforming
     Product(s) are not subject to repair and prior to the Products being
     scrapped, Seller shall render the Product(s) unusable. Seller shall also
     maintain, pursuant to their quality assurance system, records certifying
     destruction of the applicable Products. Said certification shall state the
     method and date of mutilation and destruction of the subject Product(s).
     Boeing shall have the right to review and inspect these records at any time
     it deems necessary. Failure to comply with these requirements shall be a
     material breach of this Agreement and grounds for default pursuant to GTA
     Section 13.0. All repair, replacement and other corrections and redelivery
     shall be completed within such time as Boeing may require. All costs and
     expenses, loss of value and any other damages incurred as a result of or in
     connection with nonconformance and repair, replacement or other correction
     may be recovered from Seller by an equitable price reduction, set-off or
     credit against any amounts that may be owed to Seller under the applicable
     Order or otherwise.

     Boeing may revoke its acceptance of any Products and have the same rights
     with regard to the Products involved as if it had originally rejected them.

8.4  Federal Aviation Administration or Equivalent Government Agency Inspection

     Representatives of Boeing, the FAA or any equivalent government agency may
     inspect and evaluate Seller's plant including but not limited to, Seller's
     and subcontractor's facilities, systems, data, equipment, inventory holding
     areas, procedures, personnel, testing and all work-in-process and completed
     Products. For purposes of this Section 8.4, equivalent government agency
     shall mean those governmental agencies so designated by the FAA or those
     agencies within individual countries which maintain responsibility for
     assuring aircraft airworthiness.

8.5  Retention of Records

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     Quality assurance records shall be maintained on file at Seller's facility
     and available to Boeing's authorized representatives. Seller shall retain
     such records for a period of not less than seven (7) years from the date of
     final payment under the applicable Order.

8.6  Source Inspection

     If an Order contains a notation that "100% Source Inspection" is required,
     the Products shall not be packed for shipment until they have been
     submitted to Boeing's quality assurance representative for inspection. Both
     the packing list and Seller's invoice must reflect evidence of this
     inspection.

8.7  Language for Technical Information

     All reports, drawings and other technical information submitted to Boeing
     for review or approval shall be in English and shall employ the units of
     measure customarily used by Boeing in the U.S.A.

9.0  EXAMINATION OF RECORDS

     Seller shall maintain complete and accurate records showing the sales
     volume of all Products. Such records shall support all services performed,
     allowances claimed and costs incurred by Seller in the performance of each
     Order, including but not limited to those factors which comprise or affect
     direct labor hours, direct labor rates, material costs, burden rates and
     subcontracts. Such records and other data shall be capable of verification
     through audit and analysis by Boeing and be available to Boeing at Seller's
     facility for Boeing's examination and audit at all reasonable times from
     the date of the applicable Order until three (3) years after final payment
     under such Order. Seller shall provide assistance to interpret such data if
     requested by Boeing. Such examination shall provide Boeing with complete
     information regarding Seller's performance for use in price negotiations
     with Seller relating to existing or future orders for Products, including
     but not limited to negotiation of equitable adjustments for changes and
     termination/obsolescence claims pursuant to GTA Section 10.0. Boeing shall
     treat all information disclosed under this Section as confidential.

10.0 CHANGES

10.1 General

     Boeing's Materiel Representative may at any time by written change order
     make changes within the general scope of an Order in any one or more of the
     following: drawings, designs, specifications, shipping, packing, place of
     inspection, place of

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                                       10

     delivery place of acceptance, adjustments in quantities, adjustments in
     delivery schedules, or the amount of Boeing furnished material. Seller
     shall proceed immediately to perform the Order as changed. If any such
     change causes an increase or decrease in the cost of or the time required
     for the performance of any part of the work, whether changed or not changed
     by the change order, an equitable adjustment shall be made in the price of
     or the delivery schedule for those Products affected, and the applicable
     Order shall be modified in writing accordingly. Any claim by Seller for
     adjustment under this Section 10.1 must be received by Boeing in writing no
     later than (60) days from the date of receipt by Seller of the written
     change order or within such other time as the parties may agree in writing
     or such claim shall be deemed waived. Nothing in this Section 10.1 shall
     excuse Seller from proceeding with an Order as changed, including failure
     of the parties to agree on any adjustment to be made under this Section
     10.1.

     If Seller considers that the conduct of any of Boeing's employees has
     constituted a change hereunder, Seller shall immediately notify Boeing's
     Materiel Representative in writing as to the nature of such conduct and its
     effect on Seller's performance. Pending direction from Boeing's Materiel
     Representative, Seller shall take no action to implement any such change.

10.2 Model Mix

     In the event any Derivative aircraft(s) is introduced by Boeing, Boeing may
     (but is not obligated to) direct Seller within the scope of the applicable
     Order and in accordance with the provisions of GTA Section 10.0 to supply
     Boeing's requirements for Products for such Derivative aircraft(s) which
     correspond to those Products being produced under the applicable Order.

11.0 PRODUCT ASSURANCE

     Boeing's acceptance of any Product does not alter or affect the obligations
     of Seller or the rights of Boeing and its customers under the document
     referenced in the SBP Section 6.0 or as provided by law.

12.0 TERMINATION FOR CONVENIENCE

12.1 Basis for Termination; Notice

     Boeing may, from time to time and at Boeing's sole discretion, terminate
     all or part of any Order issued hereunder, by written notice to Seller. Any
     such written notice of termination shall specify the effective date and the
     extent of any such termination.

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12.2 Termination Instructions

     On receipt of a written notice of termination pursuant to GTA Section 12.1,
     unless otherwise directed by Boeing, Seller shall:

     A.   Immediately stop work as specified in the notice;

     B.   Immediately terminate its subcontracts and purchase orders relating to
          work terminated;

     C.   Settle any termination claims made by its subcontractors or suppliers;
          provided, that Boeing shall have approved the amount of such
          termination claims prior to such settlement;

     D.   Preserve and protect all terminated inventory and Products;

     E.   At Boeing's request, transfer title (to the extent not previously
          transferred) and deliver to Boeing or Boeing's designee all supplies
          and materials, work-in-process, Tooling and manufacturing drawings and
          data produced or acquired by Seller for the performance of this
          Agreement and any Order, all in accordance with the terms of such
          request;

     F.   Take all reasonable steps required to return, or at Boeing's option
          and with prior written approval to destroy, all Boeing Proprietary
          Information and Items in the possession, custody or control of Seller;

     G.   Take such other action as, in Boeing's reasonable opinion, may be
          necessary, and as Boeing shall direct in writing, to facilitate
          termination of this Order; and

     H.   Complete performance of the work not terminated.


12.3 Seller's Claim

     If Boeing terminates an Order in whole or in part pursuant to Section 12.1
     above, Seller shall have the right to submit a written termination claim to
     Boeing in accordance with the terms of this Section 12.3. Such termination
     claim shall be submitted to Boeing not later than six (6) months after
     Seller's receipt of the termination notice and shall be in the form
     prescribed by Boeing. Such claim must contain sufficient detail to explain
     the amount claimed, including detailed inventory schedules and a detailed
     breakdown of all costs claimed separated into categories

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     (e.g., materials, purchased parts, finished components, labor, burden,
     general and administrative), and to explain the basis for allocation of all
     other costs. Seller shall be entitled to be compensated in accordance with
     and to the extent allowed under the terms of FAR 52-249-2(e)-(m) excluding
     (i), (as published in 48 CFR ss. 52.249-2) which is incorporated herein by
     this reference except "Government" and "Contracting Officer" shall mean
     Boeing, "Contractor" shall mean Seller and "Contract" shall mean Order.

12.4 Failure to Submit a Claim

     Notwithstanding any other provision of this Section 12.0, if Seller fails
     to submit a termination claim within the time period set forth above,
     Seller shall be barred from submitting a claim and Boeing shall have no
     obligation for payment to Seller under this Section 12.0 except for those
     Products previously delivered and accepted by Boeing.

12.5 Partial Termination

     Any partial termination of an Order shall not alter or affect the terms and
     conditions of the Order or any Order with respect to Products not
     terminated.

12.6 Product Price

     Termination under any of the above paragraphs shall not result in any
     change to unit prices for Products not terminated.

12.7 Exclusions or Deductions

     The following items shall be excluded or deducted from any claim submitted
     by Seller:

     A.   All unliquidated advances or other payments made by Boeing to Seller
          pursuant to terminated Order;

     B.   Any claim which Boeing has against Seller;

     C.   The agreed price for scrap allowance;

     D.   Except for normal spoilage and any risk of loss assumed by Boeing, the
          agreed fair value of property that is lost, destroyed, stolen or
          damaged.

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12.8 Partial Payment/Payment

     Payment, if any, to be paid under this Section 12.0 shall be made thirty
     (30) days after settlement between the parties or as otherwise agreed to
     between the parties. Boeing may make partial payments and payments against
     costs incurred by Seller for the terminated portion of the Order, if the
     total of such payments does not exceed the amount to which Seller would be
     otherwise entitled. If the total payments exceed the final amount
     determined to be due, Seller shall repay the excess to Boeing upon demand.

12.9 Seller's Accounting Practices

     Boeing and Seller agree that Seller's "normal accounting practices" used in
     developing the price of the Product(s) shall also be used in determining
     the allocable costs at termination. For purposes of this Section 12.9,
     Seller's "normal accounting practices" refers to Seller's method of
     charging costs as either a direct charge, overhead expense, general
     administrative expense, etc.

12.10 Records

     Unless otherwise provided in this Agreement or by law, Seller shall
     maintain all records and documents relating to the terminated portion of
     the Order for three (3) years after final settlement of Seller's
     termination claim.

13.0 EVENTS OF DEFAULT AND REMEDIES

13.1 Events of Default

     The occurrence of any one or more of the following events shall constitute
     an "Event of Default":

     A.   Any failure by Seller to deliver, when and as required by this
          Agreement or any Order, any Product, except as provided in GTA Section
          14.0; or

     B.   Any failure by Seller to provide an acceptable Assurance of
          Performance within the time specified in GTA Section 17.0, or
          otherwise in accordance with applicable law; or,

     C.   Any failure by Seller to perform or comply with any obligation set
          forth in GTA Section 20.0; or

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                                       14

     D.   Seller is or has participated in the sale, purchase or manufacture of
          airplane parts without the required approval of the FAA.

     E.   Any failure by Seller to perform or comply with any obligation (other
          than as described in the foregoing Sections 13.1.A, 13.1.B, 13.1.C and
          13.1.D) set forth in this Agreement and such failure shall continue
          unremedied for a period of thirty (30) days or more following receipt
          by Seller of notice from Boeing specifying such failure; or

     F.   (a) the suspension, dissolution or winding-up of Seller's business,
          (b) Seller's insolvency, or its inability to pay debts, or its
          nonpayment of debts, as they become due, (c) the institution of
          reorganization, liquidation or other such proceedings by or against
          Seller or the appointment of a custodian, trustee, receiver or similar
          person for Seller's properties or business, (d) an assignment by
          Seller for the benefit of its creditors, or (e) any action of Seller
          for the purpose of effecting or facilitating any of the foregoing.

13.2 Remedies

     If any Event of Default shall occur:

     A.   Cancellation

          Boeing may, by giving written notice to Seller, immediately cancel
          this Agreement and/or any Order, in whole or in part, and Boeing shall
          not be required after such notice to accept the tender by Seller of
          any Products with respect to which Boeing has elected to cancel this
          Agreement.

     B.   Cover

          Boeing may manufacture, produce or provide, or may engage any other
          persons to manufacture, produce or provide, any Products in
          substitution for the Products to be delivered or provided by Seller
          hereunder with respect to which this Agreement or any Order has been
          cancelled and, in addition to any other remedies or damages available
          to Boeing hereunder or at law or in equity, Boeing may recover from
          Seller the difference between the price for each such Product and the
          aggregate expense, including, without Stations administrative and
          other indirect costs, paid or incurred by Boeing to manufacture,
          produce or provide, or engage other persons to manufacture, produce or
          provide, each such Product.

<PAGE>
                                       15

     C.   Rework or Repair

          Boeing may rework or repair any Product in accordance with GTA Section
          8.3.

     D.   Setoff

          Boeing shall, at its option, have the right to set off against and
          apply to the payment or performance of any obligation sum or amount
          owing at any time to Boeing hereunder or under any Order, all
          deposits, amounts or balances held by Boeing for the account of Seller
          and any amounts owed by Boeing to Seller, regardless of whether any
          such deposit, amount, balance or other amount or payment is then due
          and owing.

     E.   Tooling and Other Materials

          As compensation for the additional costs which Boeing will incur as a
          result of the actual physical transfer of production capabilities from
          Seller to Boeing or Boeing's designee, Seller shall upon the request
          of Boeing, transfer and deliver to Boeing or Boeing's designee title
          to any or all (i) Tooling, (ii) Boeing-furnished material, (iii) raw
          materials, parts, work-in-process, incomplete or completed assemblies,
          and all other Products or parts thereof in the possession or under the
          effective control of Seller or any of its subcontractors (iv)
          Proprietary Information and Materials of Boeing including without
          limitation planning data, drawings and other Proprietary Information
          and Materials relating to the design, production, maintenance, repair
          and use of Tooling, in the possession or under the effective control
          of Seller or any of its subcontractors, in each case free and clear of
          all liens, claims or other rights of any person.

          Seller shall be entitled to receive from Boeing reasonable
          compensation for any item accepted by Boeing which has been
          transferred to Boeing pursuant to this Section 13.2.E (except for any
          item the price of which shall have been paid to Seller prior to such
          transfer); provided, however, that such compensation shall not be paid
          directly to Seller, but shall be accounted for as a setoff against any
          damages payable by Seller to Boeing as a result of any Event of
          Default.

     F.   Remedies Generally

          No failure on the part of Boeing in exercising any right or remedy
          hereunder, or as provided by law or in equity, shall impair, prejudice
          or constitute a waiver of any such right or remedy, or shall be
          construed as a waiver of any

<PAGE>
                                       16

          Event of Default or as an acquiescence therein. No single or partial
          exercise of any such right or remedy shall preclude any other or
          further exercise thereof or the exercise of any other right or remedy.
          No acceptance of partial payment or performance of any of Seller's
          obligations hereunder shall constitute a waiver of any Event of
          Default or a waiver or release of payment or performance in full by
          Seller of any such obligation. All rights and remedies of Boeing
          hereunder and at law and in equity shall be cumulative and not
          mutually exclusive and the exercise of one shall not be deemed a
          waiver of the right to exercise any other. Nothing contained in this
          Agreement shall be construed to limit any right or remedy of Boeing
          now or hereafter existing at law or in equity.

14.0 EXCUSABLE DELAY

     If delivery of any Product is delayed by unforeseeable circumstances beyond
     the control and without the fault or negligence of Seller or of its
     suppliers or subcontractors (any such delay being hereinafter referred to
     as "Excusable Delay"), the delivery of such Product shall be extended for a
     period to be determined by Boeing after an assessment by Boeing of
     alternate work methods. Excusable Delays may include, but are not limited
     to, acts of God, war, riots, acts of government, fires, floods, epidemics,
     quarantine restrictions, freight embargoes, strikes or unusually severe
     weather, but shall exclude Seller's noncompliance with any rule, regulation
     or order promulgated by any governmental agency for or with respect to
     environmental protection. However, the above notwithstanding, Boeing
     expects Seller to continue production, recover lost time and support all
     schedules as established under this Agreement or any Order. Therefore, it
     is understood and agreed that (i) delays of less than two (2) days'
     duration shall not be considered to be Excusable Delays unless such delays
     shall occur within thirty (30) days preceding the scheduled delivery date
     of any Product and (ii) if delay in delivery of any Product is caused by
     the default of any of Seller's subcontractors or suppliers, such delay
     shall not be considered an Excusable Delay unless the supplies or services
     to be provided by such subcontractor or supplier are not obtainable from
     other sources in sufficient time to permit Seller to meet the applicable
     delivery schedules. If delivery of any Product is delayed by any Excusable
     Delay for more than three (3) months, Boeing may, without any additional
     extension, cancel all or part of any Order with respect to the delayed
     Products, and exercise any of its remedies in accordance with GTA Section
     13.2 provided however, that Boeing shall not be entitled to monetary
     damages or specific performance to the extent Seller's breach is the result
     of an Excusable Delay.

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                                       17

15.0 SUSPENSION OF WORK

     Boeing may at any time, by written order to Seller, require Seller to stop
     all or any part of the work called for by this Agreement hereafter referred
     to as a "Stop Work Order" issued pursuant to this Section 15.0. On receipt
     of a Stop Work Order, Seller shall promptly comply with its terms and take
     all reasonable steps to minimize the occurrence of costs arising from the
     work covered by the Stop Work Order during the period of work stoppage.
     Within the period covered by the Stop Work Order (including any extension
     thereof) Boeing shall either (i) cancel the Stop Work Order or (ii)
     terminate or cancel the work covered by the Stop Work Order in accordance
     with the provisions of GTA Section 12.0 or 13.0. In the event the Stop Work
     Order is cancelled by Boeing or the period of the Stop Work Order
     (including any extension thereof) expires, Seller shall promptly resume
     work in accordance with the terms of this Agreement or any applicable
     Order.

16.0 TERMINATION OR CANCELLATION AND INDEMNITY AGAINST SUBCONTRACTOR CLAIMS

     Boeing shall not be liable for any loss or damage resulting from any
     termination pursuant to GTA Section 12.1, except as expressly provided in
     GTA Section 12.3 or any cancellation under GTA Section 13.0 except to the
     extent that such cancellation shall have been determined by Boeing and
     Seller to have been wrongful, in which case such wrongful cancellation
     shall be deemed a termination pursuant to GTA Section 12.1 and therefore
     shall be limited to the payment to Seller of the amount or amounts
     identified in GTA Section 12.3. As subcontractor claims are included in
     Seller's termination claim pursuant to GTA Section 12.3, Seller shall
     indemnify Boeing and hold Boeing harmless from and against (i) any and all
     claims, suits and proceedings against Boeing by any subcontractor or
     supplier of Seller in respect of any such termination and (ii) and any and
     all costs, expenses, losses and damages incurred by Boeing in connection
     with any such claim, suit or proceeding.

17.0 ASSURANCE OF PERFORMANCE

     A.   Seller to Provide Assurance

          If Boeing determines, at any time or from time to time, that it is not
          sufficiently assured of Seller's full, timely and continuing
          performance hereunder, or if for any other reason Boeing has
          reasonable grounds for insecurity, Boeing may request, by notice to
          Seller, written assurance (hereafter an "Assurance of Performance")
          with respect to any specific matters affecting Seller's performance
          hereunder, that Seller is able to perform all of its respective
          obligations under this Agreement when and as specified herein.

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                                       18

          Each Assurance of Performance shall be delivered by Seller to Boeing
          as promptly as possible, but in any event no later than 15 calendar
          days following Boeing's request therefore and each Assurance of
          Performance shall be accompanied by any information, reports or other
          materials, prepared by Seller, as Boeing may reasonably request.
          Boeing may suspend all or any part of Boeing's performance hereunder
          until Boeing receives an Assurance of Performance from Seller
          satisfactory in form and substance to Boeing.

     B.   Meetings and Information

          Boeing may request one or more meetings with senior management or
          other employees of Seller for the purpose of discussing any request by
          Boeing for Assurance of Performance or any Assurance of Performance
          provided by Seller. Seller shall make such persons available to meet
          with representatives of Boeing as soon as may be practicable following
          a request for any such meeting by Boeing and Seller shall make
          available to Boeing any additional information, reports or other
          materials in connection therewith as Boeing may reasonably request.

18.0 RESPONSIBILITY FOR PROPERTY

     On delivery to Seller or manufacture or acquisition by it of any materials,
     parts, Tooling or other property, title to any of which is in Boeing,
     Seller shall assume the risk of and shall be responsible for any loss
     thereof or damage thereto. In accordance with the provisions of an Order,
     but in any event on completion thereof, Seller shall return such property
     to Boeing in the condition in which it was received except for reasonable
     wear and tear and except to the extent that such property has been
     incorporated in Products delivered under such Order or has been consumed in
     the normal performance of work under such Order.

19.0 LIMITATION OF SELLER'S RIGHT TO ENCUMBER ASSETS

     Seller warrants to Boeing that it has good title to all inventory,
     work-in-process, tooling and materials to be supplied by Seller in the
     performance of its obligations under any Order ("Inventory"), and that
     pursuant to the provisions of such Order, it will transfer to Boeing title
     to such Inventory, whether transferred separately or as part of any Product
     delivered under the Order, free of any liens, charges, encumbrances or
     rights of others.

<PAGE>
                                       19

20.0 PROPRIETARY INFORMATION AND ITEMS

     Boeing and Seller shall each keep confidential and protect from disclosure
     all (a) confidential proprietary, and/or trade secret information; (b)
     tangible items containing, conveying, or embodying such information; and
     (c) tooling obtained from and/or belonging to the other in connection with
     this Agreement or any Order (collectively referred to as "Proprietary
     Information and Materials"). Boeing and Seller shall each use Proprietary
     Information and Materials of the other only in the performance of and for
     the purpose of this Agreement and/or any Order. Provided, however, that
     despite any other obligations or restrictions imposed by this Section 20.0,
     Boeing shall have the right to use and disclose of Seller's Proprietary
     Information and Materials for the purposes of testing, certification, use,
     sale, or support of any item delivered under this Agreement, an Order, or
     any airplane including such an item; and any such disclosure by Boeing
     shall, whenever appropriate, include a restrictive legend suitable to the
     particular circumstances. The restrictions on disclosure or use of
     Proprietary Information and Materials by Seller shall apply to all
     materials derived by Seller or others from Boeing's Proprietary Information
     and Materials. Upon Boeing's request at any time, and in any event upon the
     completion, termination or cancellation of this Agreement, Seller shall
     return all of Boeing's Proprietary Information and Materials, and all
     materials derived from Boeing's Proprietary Information and Materials to
     Boeing unless specifically directed otherwise in writing by Boeing. Seller
     shall not, without the prior written authorization of Boeing, sell or
     otherwise dispose of (as scrap or otherwise) any parts or other materials
     containing, conveying, embodying, or made in accordance with or by
     reference to any Proprietary Information and Materials of Boeing. Prior to
     disposing of such parts or materials as scrap, Seller shall render them
     unusable. Boeing shall have the right to audit Seller's compliance with
     this Section 20.0. Seller may disclose Proprietary Information and
     Materials of Boeing to its subcontractors as required for the performance
     of an Order, provided that each such subcontractor first assumes, by
     written agreement, the same obligations imposed upon Seller under this
     Section 20.0 relating to Proprietary Information and Materials; and Seller
     shall be liable to Boeing for any breach of such obligation by such
     subcontractor. The provisions of this Section 20.0 are effective in lieu
     of, and will apply notwithstanding the absence of, any restrictive legends
     or notices applied to Proprietary Information and Materials; and the
     provisions of this Section 20.0 shall survive the performance, completion,
     termination or cancellation of this Agreement or any Order. This Section
     20.0 supersedes and replaces any and all other prior agreements or
     understandings between the parties to the extent that such agreements or
     understandings relate to Boeing's obligations relative to confidential,
     proprietary, and/or trade secret information, or tangible items containing,
     conveying, or embodying such information, obtained from Seller and related
     to any Product, regardless of whether disclosed to the receiving party
     before or after the effective date of this Agreement.

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                                       20

21.0 COMPLIANCE WITH LAWS

21.1 Seller's Obligation

     Seller shall be responsible for complying with all laws, including, but not
     limited to, any statute, rule, regulation, judgment, decree, order, or
     permit applicable to its performance under this Agreement. Seller further
     agrees (1) to notify Boeing of any obligation under this Agreement which is
     prohibited under applicable environmental law, at the earliest opportunity
     but in all events sufficiently in advance of Seller's performance of such
     obligation so as to enable the identification of alternative methods of
     performance, and (2) to notify Boeing at the earliest possible opportunity
     of any aspect of its performance which becomes subject to additional
     environmental regulation or which Seller reasonably believes will become
     subject to additional regulation during the performance of this Agreement.

21.2 Government Requirements

     If any of the work to be performed under this Agreement is performed in the
     United States, Seller shall, via invoice or other form satisfactory to
     Boeing, certify that the Products covered by the Order were produced in
     compliance with Sections 6, 7, and 12 of the Fair Labor Standards Act (29
     U. S. C. 201-291), as amended, and the regulations and orders of the U. S.
     Department of Labor issued thereunder. In addition, the following Federal
     Acquisition Regulations are incorporated herein by this reference except
     "Contractor" shall mean "Seller":

          FAR 52.222-26     "Equal Opportunity"
          FAR 52.222-35     "Affirmative Action for Special Disabled and Vietnam
                             Era Veterans"
          FAR 52.222-36     "Affirmative Action for Handicapped Workers".

22.0 INTEGRITY IN PROCUREMENT

     Boeing's policy is to maintain high standards of integrity in procurement.
     Boeing's employees must ensure that no favorable treatment compromises
     their impartiality in the procurement process. Accordingly, Boeing's
     employees must strictly refrain from soliciting or accepting any payment,
     gift, favor or thing of value which could improperly influence their
     judgement with respect to either issuing a Order or administering this
     Agreement. Consistent with this policy, Seller agrees not to provide or
     offer to provide any employees of Boeing any payment, gift, favor or thing
     of value for the purposes of improperly obtaining or rewarding favorable
     treatment in connection with any Order or this Agreement. Seller shall
     conduct its own and shall ensure that its suppliers conduct their
     procurement these standards. If Seller has

<PAGE>
                                       21

     reasonable grounds to believe been violated, Seller shall immediately
     report such possible violation to the appropriate Director of Materiel or
     Ethics Advisor of Boeing.

23.0 INFRINGEMENT

     Seller shall indemnify, defend, and save Boeing and Customers harmless from
     all claims, suits, actions, awards (including but not limited to awards
     based on intentional infringement of patents known to Seller at the time of
     such infringement, exceeding actual damages, and/or including attorneys'
     fees and/or costs), liabilities, damages, costs and attorneys' fees related
     to the actual or alleged infringement of any United States or foreign
     intellectual property right (including but not limited to any right in a
     patent, copyright, industrial design or semiconductor mask work, or based
     on misappropriation or wrongful use of information or documents) and
     arising out of the manufacture, sale or use of Products by Boeing or
     Customers. Boeing and/or Customers shall duly notify Seller of any such
     claim, suit or action; and Seller shall, at its own expense, fully defend
     such claim, suit or action on behalf of Boeing and/or Customers. Seller
     shall have no obligation under this Section 23.0 with regard to any
     infringement arising from: (i) Seller's compliance with formal
     specifications issued by Boeing where infringement could not be avoided in
     complying with such specifications or (ii) use or sale of Products in
     combination with other items when such infringement would not have occurred
     from the use or sale of those Products solely for the purpose for which
     they were designed or sold by Seller. For purposes of this Section 23.0
     only, the term Customer shall not include the United States Government; and
     the term Boeing shall include The Boeing Company (Boeing) and all Boeing
     subsidiaries and all officers, agents, and employees of Boeing or any
     Boeing subsidiary.

24.0 BOEING'S RIGHTS IN SELLER'S PATENTS, COPYRIGHTS, TRADE SECRETS, AND TOOLING

     Seller hereby grants to Boeing an irrevocable, nonexclusive, paid-up
     worldwide license to practice and/or use, and license others to practice
     and/or use on Boeing's behalf, all of Seller's patents, copyrights, trade
     secrets (including, without limitation, designs, processes, drawings,
     technical data and tooling), industrial designs, semiconductor mask works,
     and tooling (collectively hereinafter referred to as "Licensed Property")
     related to the development, production, maintenance or repair of Products.
     Boeing hereafter retains all of the aforementioned license rights in
     Licensed Property, but Boeing hereby covenants not to exercise such rights
     except in connection with the making, having made, using and selling of
     Products or products of the same kind, and then only in the event of any of
     the following:

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                                       22

     a.   Seller discontinues or suspends business operations or the production
          of any or all of the Products;

     b.   Seller is acquired by or transfers any or all of its rights to
          manufacture any product to any third party, whether or not related;

     c.   Boeing cancels this Agreement or any Order for cause pursuant to GTA
          Section 13.0 herein;

     d.   In Boeing's judgement it becomes necessary, in order for Seller to
          comply with the terms of this Agreement or any Order, for Boeing to
          provide support to Seller (in the form of design, manufacturing, or
          on-site personnel assistance) substantially in excess of that which
          Boeing normally provides to its suppliers;

     e.   Seller's trustee in bankruptcy (or Seller as debtor in possession)
          fails to assume this Agreement and all Orders by formal entry of an
          order in the bankruptcy court within sixty (60) days after entry of an
          order for relief in a bankruptcy case of the Seller, or Boeing elects
          to retain its rights to Licensed Property under the bankruptcy laws;

     f.   Seller is at any time insolvent (whether measured under a balance
          sheet test or by the failure to pay debts as they come due) or the
          subject of any insolvency or debt assignment proceeding under state or
          nonbankruptcy law; or

     g.   Seller voluntarily becomes a debtor in. any case under bankruptcy law
          or, in the event an involuntary bankruptcy petition is filed against
          Seller, such petition is not dismissed within thirty (30) days.

As a part of the license granted under this Section 24.0. Seller shall, at the
written request of Boeing and at no additional cost to Boeing, promptly deliver
to Boeing any and all Licensed Property considered by Boeing to be necessary to
satisfy Boeing's requirements for Products and their substitutes.

25.0 NOTICES

25.1 Addresses

     Notices and other communications shall be given in writing by personal
     delivery, mail, telex, teletype, telegram, facsimile, cable or other
     electronic transmission addressed to the respective party as set forth in
     the SBP Section 9.0.

<PAGE>
                                       23

25.2 Effective Date

     The date on which any such communication is received by the addressee date
     of such communication.

25.3 Approval or Consent

     With respect to all matters subject to the approval or consent of either
     party, such approval or consent shall be requested in writing and is not
     effective until given in writing. With respect to Boeing, authority to
     grant approval or consent is limited to Boeing's Materiel Representative.

26.0 PUBLICITY

     Seller will not, and will require that its subcontractors and suppliers of
     any tier will not, (i) cause or permit to be released any publicity,
     advertisement, news release, public announcement, or denial or confirmation
     of the same, in whatever form, regarding any Order or Products, or the
     program to which they may pertain, or (ii) use, or cause or permit to be
     used, the Boeing name or any Boeing trademark in any form of promotion or
     publicity without Boeing's prior written approval.

27.0 PROPERTY INSURANCE

27.1 Insurance

     Seller shall maintain continuously in effect a property insurance policy
     covering loss or destruction of or damage to all property in which Boeing
     does or could have an insurable interest pursuant to this Agreement,
     including but not limited to Tooling, Boeing-furnished property, raw
     materials, parts, work-in process, incomplete or completed assemblies and
     all other products or parts thereof, and all drawings, specifications, data
     and other materials relating to any of the foregoing in each case to the
     extent in the possession or under the effective care, custody or control of
     Seller, in the amount of full replacement value thereof providing
     protection against all perils normally covered in an "all risk" property
     insurance policy (including without limitation fire, windstorm, explosion,
     riot, civil commotion, aircraft, earthquake, flood or other acts of God).
     Any such policy shall be in the form and with insurers acceptable to Boeing
     and shall (i) provide for payment of loss thereunder to Boeing, as loss
     payee, as its interests may appear and (ii) contain a waiver of any rights
     of subrogation against Boeing, its subsidiaries, and their respective
     directors, officers, employees and agents.

<PAGE>
                                       24

27.2 Certificate of Insurance

     Prior to commencement of this Agreement, Seller shall provide to Boeing's
     Materiel Representative, for Boeing's review and approval, certificates of
     insurance reflecting full compliance with the requirements set forth in GTA
     Section 27.1. Such certificates shall be kept current and in compliance
     throughout the period of this Agreement and shall provide for thirty (30)
     days advanced written notice to Boeing's Materiel Representative in the
     event of cancellation, non-renewal or material change adversely affecting
     the interests of Boeing.

27.3 Notice of Damage or Loss

     Seller shall give prompt written notice to Boeing's Materiel Representative
     of the occurrence of any damage or loss to any property required to be
     insured herein. If any such property shall be damaged or destroyed, in
     whole or in part, by an insured peril or otherwise, and if no Event of
     Default shall have occurred and be continuing, then Seller may, upon
     written notice to Boeing, settle, adjust, or compromise any and all such
     loss or damage not in excess of Two Hundred Fifty Thousand Dollars
     ($250,000) in any one occurrence and Five Hundred Thousand Dollars
     ($500,000) in the aggregate. Seller may settle, adjust or compromise any
     other claim by Seller only after Boeing has given written approval, which
     approval shall not be unreasonably withheld.

28.0 RESPONSIBILITY FOR PERFORMANCE

     Seller shall be responsible for the requirements of this Agreement and any
     Order referencing this Agreement. Seller shall bear all risks of providing
     adequate facilities and equipment to perform each Order in accordance with
     the terms thereof Seller shall include as part of its subcontracts those
     elements of the Agreement which protect Boeing's rights including but not
     limited to right of entry provisions, proprietary information and rights
     provisions and quality control provisions. In addition, Seller shall
     provide to its subcontractors sufficient information to clearly document
     that the work being performed by Seller's subcontractor is to facilitate
     performance under this Agreement or any Order. Sufficient information may
     include but is not limited to Order number, GTA number or the name of
     Boeing's Materiel Representative. No subcontracting by Seller shall relieve
     Seller of its obligation under the applicable Order.

<PAGE>
                                       25

28.1 Subcontracting

     Seller may not procure any Product, as defined in the applicable Order,
     from a third party in a completed or a substantially completed form without
     Boeing's prior written consent.

     Where required by the requirements of the Order, no raw material and/or
     material process may be incorporated in a Product unless: (a) Seller uses
     an approved source or (b) Boeing has surveyed and qualified Seller's
     receiving inspection personnel and laboratories to test the specified raw
     materials an/or material process. No waiver of survey and qualification
     requirements will be effective unless granted by Boeing's Engineering and
     Quality Control Departments. Utilization of a Boeing-approved raw material
     source does not constitute a waiver of Seller's responsibility to meet all
     specification requirements.

28.2 Reliance

     Boeing's entering into this Agreement is in part based upon Boeing's
     reliance on Seller's ability, expertise and awareness of the intended use
     of the Products. Seller agrees that Boeing and Boeing's customers may rely
     on Seller as an expert, and Seller will not deny any responsibility or
     obligation hereunder to Boeing or Boeing's customers on the grounds that
     Boeing or Boeing's customers provided recommendations or assistance in any
     phase of the work involved in producing or supporting the Products,
     including but not limited to Boeing's acceptance of specifications, test
     data or the Products.

28.3 Assignment

     Each Order shall inure to the benefit of and be binding on each of the
     parties hereto and their respective successors and assigns, provided
     however, that no assignment of any rights or delegation of any duties under
     such Order is binding on Boeing unless Boeing's written consent has first
     been obtained. Notwithstanding the above, Seller may assign claims for
     monies due or to become due under any Order provided that Boeing may recoup
     or setoff any amounts covered by any such assignment against any
     indebtedness of Seller to Boeing, whether arising before or after the date
     of the assignment or the date of this Agreement, and whether arising out of
     any such Order or any other agreement between the parties.

     Boeing may settle all claims arising out of any Order, including
     termination claims, directly with Seller. Boeing may unilaterally assign
     any rights or title to property under the Order to any wholly-owned
     subsidiary of The Boeing Company.

<PAGE>
                                       26

29.0 NON-WAIVER

     Boeing's failure at any time to enforce any provision of an Order does not
     constitute a waiver of such provision or prejudice Boeing's right to
     enforce such provision at any subsequent time.

30.0 HEADINGS

     Section headings used in this Agreement are for convenient reference only
     and do not affect the interpretation of the Agreement.

31.0 PARTIAL INVALIDITY

     If any provision of any Order is or becomes void or unenforceable by force
     or operation of law, the other provisions shall remain valid and
     enforceable.

32.0 APPLICABLE LAW; JURISDICTION

     Each Order, including all matters of construction, validity and
     performance, shall in all respects be governed by, and construed and
     enforced in accordance with, the law as set forth in SBP Section 5.0.

33.0 AMENDMENT

     Oral statements and understandings are not valid or binding. Except as
     otherwise provided in GTA Section 10.0 and SBP Section 12.0, no Order may
     be changed or modified except by a writing signed by Seller and Boeing's
     Materiel Representative.

34.0 LIMITATION

     Seller may not (except to provide an inventory of Products to support
     delivery acceleration and to satisfy reasonable replacement and Spares
     requirements) manufacture or fabricate Products or procure any goods in
     advance of the reasonable flow time required to comply with the delivery
     schedule in the applicable Order. Notwithstanding any other provision of an
     Order, Seller is not entitled to any equitable adjustment or other
     modification of such Order for any manufacture, fabrication, or procurement
     of Products not in conformity with the requirements of the Order, unless
     Boeing's written consent has first been obtained. Nothing in this Section
     34.0 shall be construed as relieving Seller of any of its obligations under
     the Order.

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                                       27

35.0 TAXES

35.1 Inclusion of Taxes in Price

     All taxes, including but not limited to federal, state and local income
     taxes, value added taxes, gross receipt taxes, property taxes, and custom
     duties taxes are deemed to be included in the Order price, except
     applicable sales or use taxes on sales to Boeing ("Sales Taxes") for which
     Boeing has not supplied a valid exemption certificate or unless otherwise
     indicated on the applicable Order.

35.2 Litigation

     In the event that any taxing authority has claimed or does claim payment
     for Sales Taxes, Seller shall promptly notify Boeing, and Seller shall take
     such action as Boeing may direct to pay or protest such taxes or to defend
     against such claim. The actual and direct expenses, without the addition of
     profit and overhead, of such defense and the amount of such taxes as
     ultimately determined as due and payable shall be paid directly by Boeing
     or reimbursed to Seller. If Seller or Boeing is successful in defending
     such claim, the amount of such taxes recovered by Seller, which had
     previously been paid by Seller and reimbursed by Boeing or paid directly by
     Boeing, shall be immediately refunded to Boeing.

35.3 Rebates

     If any taxes paid by Boeing are subject to rebate or reimbursement, Seller
     shall take the necessary actions to secure such rebates or reimbursement
     and shall promptly refund to Boeing any amount recovered.

36.0 FOREIGN PROCUREMENT OFFSET

     With respect to work covered by the Order, Seller shall use its best
     efforts to cooperate with Boeing in the fulfillment of any foreign offset
     program obligation that Boeing may have accepted as a condition of the sale
     of Boeing's products. In the event that Seller solicits bids or proposals
     for, or procures or offers to procure any goods or services relating to the
     work covered by an Order from any source outside of the United States,
     Boeing shall be entitled, to the exclusion of all others, to all industrial
     benefits and other "offset" credits which may result from such
     solicitations, procurements or offers to procure. Seller agrees to take any
     actions that may be required on its part to assure that Boeing receives
     such credits.

<PAGE>
                                       28

37.0 ENTIRE AGREEMENT/ORDER OF PRECEDENCE

37.1 Entire Agreement

     The Order sets forth the entire agreement, and supersedes any and all other
     prior agreements, understandings and communications between Boeing and
     Seller related to the subject matter of an Order. The rights and remedies
     afforded to Boeing or Customers pursuant to any provisions of an Order are
     in addition to any other rights and remedies afforded by any other
     provisions of this Order, by law or otherwise.

37.2 Incorporated by Reference

     In addition to the documents previously incorporated herein by reference,
     the documents listed below are by this reference made a part of this
     Agreement:

     A.   Engineering Drawing by Part Number and Related Outside Production
          Specification Plan (OPSP).

     B.   Any other exhibits or documents agreed to by the parties to be a part
          of this Agreement.

37.3 Order of Precedence

     In the event of a conflict or inconsistency between any of the terms of the
     following documents, the following order of precedence shall control:

     A.   SBP (excluding the Administrative Agreement identified in E below)

     B.   This General Terms Agreement (excluding the documents identified in D
          and F below)

     C.   Order (excluding the documents identified in A and B above)

     D.   Engineering Drawing by Part Number and, if applicable, related Outside
          Production Specification Plan (OPSP)

     E.   Administrative Agreement (If Applicable)

     F.   Any other exhibits or documents the parties agree shall be part of the
          Agreement.

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                                       29

37.4 Disclaimer

     Unless otherwise specified on the face of the applicable Order, any CATIA
     Dataset or translation thereof (each or collectively "Data") furnished by
     Boeing is furnished as an accommodation to Seller. It is the Seller's
     responsibility to compare such Data to the comparable two dimensional
     computer aided design drawing to confirm the accuracy of the Data.

     BOEING HEREBY DISCLAIMS, AND SELLER HEREBY WAIVES, ALL WARRANTIES AND
     LIABILITIES OF BOEING AND ALL CLAIMS AND REMEDIES OF SELLER, EXPRESS OR
     IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY DEFECT IN ANY
     CATIA DATASET OR TRANSLATION THEREOF, INCLUDING, WITHOUT LIMITATION, ANY
     (A) IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR USE OR FOR A
     PARTICULAR PURPOSE, (B) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING
     OR PERFORMANCE OR USAGE OF TRADE, (C) RECOVERY BASED UPON TORT, WHETHER OR
     NOT ARISING FROM BOEING'S NEGLIGENCE, AND (D) ANY RECOVERY BASED UPON
     DAMAGED PROPERTY, OR OTHERWISE BASED UPON DAMAGED PROPERTY, OR OTHERWISE
     BASED UPON LOSS OF USE OR PROFIT OR OTHER INCIDENTAL OR CONSEQUENTIAL
     DAMAGES.

EXECUTED in duplicate as of the date and year first written above by the duly
authorized representatives of the parties.

THE BOEING COMPANY                     CASHMERE MANUFACTURING
AEROSPACE
by and through its division
Boeing Commercial Airplane Group


Name: /s/                              Name: /s/ GARRY VANDEKIEFT
      ----------------------------           ----------------------------

Title: Buyer                           Title: President
       ---------------------------            ---------------------------

Date: 6-12-97                          Date: 6-12-97
      ----------------------------           ----------------------------