**Exhibit
            10.2**
 
 **Execution
            Copy**
 
 
  SHARE
          AND
          ASSET PURCHASE AND SALE AGREEMENT
  BY
          AND
          AMONG
  LITTON
          SYSTEMS, INC.,
  LITTON
          SYSTEMS INTERNATIONAL, INC.,
  and
  LITTON
          U.K. LTD.,
  as
          the
          Sellers
  and
  SIMCLAR
          GROUP LIMITED,
  SIMCLAR,
          INC.,
  SIMCLAR
          INTERCONNECT TECHNOLOGIES, INC,
  and
  SIMCLAR
          INTERCONNECT TECHNOLOGIES LIMITED
  as
          the
          Buyers
  
  Dated
          as
          of December 21, 2005
   
 
 
  **SHARE
          AND ASSET PURCHASE AND SALE AGREEMENT**
  THIS
          SHARE AND ASSET PURCHASE AND SALE AGREEMENT, dated as of December 21, 2005
          (this
“ Agreement ”),
          by
          and among LITTON SYSTEMS, INC. (“ LSI ”),
          a
          Delaware corporation, LITTON SYSTEMS INTERNATIONAL , INC. (“ LSII ”),
          a
          Delaware corporation, and LITTON U.K. Limited (“ LUK ”),
          a
          U.K. Company (each a “ Seller ”
and,
          collectively, the “ Sellers ”)
          and
          Simclar Group Limited, a U.K. company, its wholly-owned subsidiary Simclar
          Interconnect Technologies Limited, a U.K. company, Simclar, Inc., a Florida
          corporation, and its wholly-owned subsidiary Simclar Interconnect Technologies,
          Inc., a Delaware corporation (each a “ Buyer ”
and
          collectively, the “ Buyers ”).
          Capitalized terms used herein have the meanings provided in Article X,
          unless otherwise defined herein.
  WHEREAS,
          Sellers are in the business of assembling and selling complex, high-performance
          electronic back plane assemblies for electronic products, and providing
          related
          research and development, design and engineering services (such business,
          expressly excluding the printed circuit board manufacturing operations
          of the
          Sellers located in Springfield, Missouri and expressly excluding all
          discontinued operations, including but not limited to the operations conducted
          in the Fairfield, California facility, being hereinafter referred to as
          the
“ Business ”)
          in the
          U.S. and the U.K. respectively, through LSI’s and LUK’s unincorporated
          Interconnect Technology Division and in China through Litton Electronics
          (Suzhou) Co. Ltd. (hereinafer referred to as “ LESC ”
or
          the
“ Company ”),
          an
          indirect, wholly-owned subsidiary of LSI and a direct, wholly-owned Subsidiary
          of LSII; and
  WHEREAS,
          prior to the Closing, Northrop Grumman Systems Corporation will execute
          and
          deliver a guarantee of the Sellers’ obligations under this Agreement;
          and
  WHEREAS,
          upon the terms and conditions set forth herein and in the Equity Purchase
          Agreement attached hereto as Exhibit
          A (the
“ LESC
          Equity Purchase Agreement ”),
          the
          Buyers desire to purchase from the Sellers, and the Sellers desire to sell
          to
          the Buyers, substantially all of the assets and properties held by LSI
          and LUK
          and used primarily in connection with or which are material to the Business,
          and
          all of the right, title and interest of LSII in the Shares, and the Buyers
          have
          agreed to assume the Assumed Liabilities.
  NOW,
          THEREFORE, in consideration of the foregoing and the respective representations,
          warranties, covenants and agreements set forth herein, the Parties hereby
          agree
          as follows.
  **ARTICLE
          I**
  **PURCHASE
          AND SALE**
  SECTION
          1.1.  Sale
          and Purchase of the Shares and Assets .
  Upon
          the
          terms and subject to the conditions herein and in the LESC Equity Purchase
          Agreement, at the Closing, the Sellers shall sell, transfer, assign and
          deliver
          (or cause to be sold, transferred, assigned and delivered) to the Buyers,
          and
          the Buyers shall purchase and acquire from the Sellers, all right, title
          and
          interest of the Sellers in and to (i) the Shares, and (ii) the properties,
          assets and rights of every nature, kind and description, tangible and
          intangible, whether accrued, contingent or otherwise, and whether now existing
          or hereinafter acquired (other than the Excluded Assets) of every kind
          and
          description, wherever located, used
          or
          held for use primarily in connection with the Business (except
          for the assets or properties of the Company as to which the Buyers will
          acquire
          control by virtue of the transfer of the Shares), as the same may exist
          on the
          Closing Date (collectively, the “ Assets ”),
          including without limitation all those items in the following categories
          that
          conform to the definition of the term “Assets”:
  
  (a)  all
          personal property (whether as owner, lessor, lessee or otherwise), including,
          without limitation, all machinery, equipment, tooling, dies, molds, jigs,
          patterns, gauges, materials handling equipment, furniture, office equipment,
          cars, trucks and other vehicles (including, but not limited to, any of the foregoing purchased subject
          to any
          conditional sales or title retention agreement in favor of any other
          Person);
  (b)  all
          inventories in the U.S. and U.K. including, without limitation, inventories
          of
          raw materials, components, assemblies, subassemblies, work-in-progress,
          finished
          goods, replacement parts, spare parts, operating and office supplies, packaging
          (collectively, the “ Inventories ”),
          including Inventories held at any location controlled by any Seller, Inventories
          previously purchased and in transit to any Seller at such locations, and
          returns
          of Inventories after the Closing Date;
  (c)  all
          rights in and to products sold or leased (including, but not limited to,
          products hereafter returned or repossessed and unpaid Sellers’ rights of
          rescission, replevin, reclamation and rights to stoppage in
          transit);
  (d)  all
          rights (including but not limited to any and all Intellectual Property
          rights)
          in and to the products sold or leased and in and to any products or other
          Intellectual Property rights under research or development prior to or
          on the
          Closing Date;
  (e)  all
          of
          the rights of the Sellers under all contracts, orders, commitments,
          arrangements, licenses, leases and other agreements, including, without
          limitation, any right to receive payment for products sold or services
          rendered,
          and to receive goods and services, pursuant to such agreements and to assert
          claims and take other rightful actions in respect of breaches, defaults
          and
          other violations of such contracts, arrangements, licenses, leases and
          other
          agreements and otherwise;
  (f)  all
          sales
          agency agreements, subcontracts or similar agreements regarding the sale
          or
          distribution of products or services;
  (g)  all
          rights relating to credits, prepaid expenses, deferred charges, advance
          payments, security deposits and prepaid items;
  (h)  all
          accounts, notes and accounts receivable held by the Sellers and all notes,
          bonds
          and other evidences of indebtedness of and rights to receive payments from
          any
          Person held by the Sellers;
  (i)  all
          Intellectual Property and all rights thereunder or in respect thereof used
          or
          held for use primarily in connection with the Business, including, but
          not
          limited to, rights to Sellers’ “Databank” data transmission modeling software
          and database, and rights to the mark “Interconnect Technologies” (but only to
          the extent used in conjunction with “Simclar” pursuant to the terms of the
          license agreement attached hereto as Exhibit F) and other marks or domain
          names
          used primarily in the Business, and rights to sue for and remedies against
          past,
          present and future infringements thereof, and rights of priority and protection
          of interests therein under the laws of any jurisdiction worldwide and all
          tangible embodiments thereof;
  -2-
  (j)  all
          books, records, manuals and other materials (in any form or medium), including,
          without limitation, all records and materials maintained at the corporate
          offices of Sellers, advertising matter, catalogues, price lists, correspondence,
          mailing lists, customer lists, client lists, referral sources, distribution
          lists, photographs, production data, sales and promotional materials and
          records, purchasing materials and records, personnel records relating to
          Business Employees (subject to applicable Laws), financial and accounting
          records, manufacturing and quality control records and procedures, blueprints,
          research and development files, records, data and laboratory books, Intellectual
          Property disclosures, media materials and plates, accounting records,
          correspondence, service and warranty records, equipment logs, operating
          guides
          and manuals, sales order files and litigation files, provided that Sellers
          shall
          retain a right of reasonable access to all such materials to the extent
          such
          materials relate to any rights or liabilities retained by Sellers after
          the
          Closing Date;
  (k)  solely
          with respect to the Assets used or held exclusively in connection with
          the
          Business, all permits, licenses, consents, rights, exemptions, concessions,
          authorizations, certificates, orders, franchises, determinations, approvals,
          qualifications and the like issued by any Governmental Entity, and
          all pending
          applications therefor or renewals thereof;
  (l)  all
          rights to causes of action, lawsuits, judgments, claims and demands of
          any
          nature whether choate or inchoate, known or unknown, contingent or
          non-contingent, available to or being pursued by the Sellers with respect
          to the
          Business or the ownership, use, function or value of any Asset, whether
          arising
          by way of counterclaim or otherwise; and
  (m)  all
          insurance benefits, including rights and proceeds, arising from or relating
          to
          the Assets or Assumed Liabilities with respect to claims arising prior
          to the
          Closing Date but unresolved as of the Closing Date.
  SECTION
          1.2.  Excluded
          Assets .
  (a)  For
          purposes of this Agreement, “ Excluded
          Assets ”
shall
          mean the following:
  (i)
                all
                    assets, companies and properties of the Sellers or their Affiliates
                    that
                    are not used or held for use primarily in connection with the
                    Business;
  (ii)
                the
                    Sellers’ “Litton” trade name, the “Interconnect Technologies” trade name
                    (use of which is provided pursuant to the license agreement inExhibit
                    F)
                    name, and any other trade names and common law names of any of
                    the
                    Sellers’ Affiliates, including the “Northrop Grumman” name, and all
                    related or associated trade names, trade name rights, trademarks,
                    trademark rights, service marks and copyrights and all registrations
                    and
                    applications pending therefor related to products or services
                    other than
                    the Business;
  -3-
  (iii)
                the
                    Retained License;
  (iv)
                all
                    rights to refunds and credits of Taxes paid by the
                    Sellers;
  (v)
                all
                    data and records, in whatever media retained or stored, to the
                    extent
                    relating to Tax liabilities, potential Tax liabilities, or refunds
                    of
                    Taxes relating to the Business (other than any such data and
                    records of
                    the Company relating to its liability for
                    Taxes);
  (vi)
                all
                    consideration received by, and all rights of, the Sellers pursuant
                    to this
                    Agreement;
  (vii)
                all
                    assets that relate to any U.S. Benefit Plan or U.K. Benefit
                    Plan;
  (viii)
                Seller’s
                    Springfield Facility and 2 Wheatstone Place, Glenrothes, United
                    Kingdom
                    facility (and any Permits owned or used in connection therewith);
  (ix)
                all
                    assets that relate to any discontinued operations, including,
                    but not
                    limited to, the operations formerly conducted in Fairfield, California;
  (x)
                any
                    assets, companies or properties set forth on Schedule
                    1.2(a)(x);
  (xi)
                bank
                    accounts of LSI or LUK; and
  (xii)
                any
                    cash or cash equivalents (except for cash which will be transferred
                    to
                    Sellers after the Closing pursuant to Section 5.18 of this
                    Agreement.
  (b)  The
          Sellers will retain, and will not sell, transfer, assign, convey or deliver
          to
          the Buyers, and Buyers will not purchase or acquire, any of their respective
          rights, titles to or interests in or to any of the Excluded Assets. Excluded
          Assets are not part of the transactions contemplated hereby and shall remain
          the
          assets, companies and properties of the Sellers after the Closing and the
          Sellers may take, or cause to be taken, any action with respect to the
          Excluded
          Assets, notwithstanding any provisions herein.
  SECTION
          1.3.  Assumption
          of Liabilities .
  Subject
          to the terms and conditions set forth herein, at the Closing the Buyers
          shall
          assume and agree to pay, honor and discharge when due all of the following
          liabilities relating to the Assets and existing at or arising on or after
          the
          Closing Date (collectively, the “ Assumed
          Liabilities ”):
  (a)  any
          and
          all liabilities, obligations and commitments relating exclusively to the
          Business or the Assets that are included in the calculation of Closing
          Date Net
          Working Capital pursuant to Section 1.6(a);
  -4-
  (b)  with
          respect to the Company and the Business any and all liabilities, obligations
          and
          commitments arising out of any agreements, contracts or commitments of
          the type
          described in Section 2.13 (without regard to any dollar threshold or materiality
          limitations set forth therein) (the “ Assumed
          Contracts ”),
          but
          not including any obligation or liability for any breach thereof occurring
          prior
          to the Closing Date; and
  (c)  any
          and
          all liabilities set forth, described or assumed in an assumption agreement
          in a
          form reasonably satisfactory to Sellers and substantially in the form of Exhibit
          G (the
“ Assignment
          and Assumption Agreement ”)
          evidencing the assignment of the Assets and the assumption by the Buyers
          of the
          Assumed Liabilities in accordance with the terms herein.
  SECTION
          1.4.  Retained
          Liabilities .
  (a)  Notwithstanding
          the provisions of Section 1.3 or any other provision hereof or any schedule
          or
          exhibit hereto and regardless of any disclosure to the Buyers, the Buyers
          shall
          not assume any liabilities, obligations or commitments of any Seller relating
          to
          or arising out of the operation of the Business or the ownership of the
          Assets
          prior to the Closing other than the Assumed Liabilities, and all of such
          non-assumed liabilities, obligations or commitments of the Sellers shall
          be
          retained by the Sellers (the “ Retained
          Liabilities ”).
  (b)  Without
          limiting the generality of the definition of Retained Liabilities in Section
          1.4(a), Retained Liabilities shall include:
  (i)
                subject
                    to Section 1.9 hereof, liabilities of the Sellers for Taxes with
                    respect
                    to the Business (but, for the avoidance of doubt, not including
                    any
                    liability of the Company for Taxes) for taxable periods, or portions
                    thereof, ending on or before the Closing
                    Date;
  (ii)
                all
                    Environmental Lossesto
                    the extent arising from facts, events or circumstances existing
                    or
                    occurring on or before the Closing Date;
  (iii)
                all
                    liabilities to the extent relating to third party product liability
                    claims
                    for goods or services sold or delivered by Sellers on or before
                    the
                    Closing Date;
  (iv)
                all
                    liabilities expressly retained by the Sellers pursuant to Section
                    5.5(c)
                    and 5.5(d) ; and
  (v)
                all
                    liabilities of the Sellers under any U.S. Benefit Plan to any
                    U.S.
                    Business Employee, except for (x) current liabilities for wages,
                    salaries
                    or other employee compensation included in the computation of
                    Closing Date
                    Net Working Capital, and (y) current liabilities for accrued
                    vacation time
                    and sick leave days credited to U.S. Transferred Employees pursuant
                    to
                    Section 5.3(d).
  SECTION
          1.5.  The
          Closing .
  -5-
  (a)  Subject
          to the terms and conditions herein, the closing of the transactions contemplated
          hereby (the “ Closing ”)
          shall
          take place as soon as practicable (but, in any event, within five (5) Business
          Days) after the satisfaction or waiver of the conditions set forth in Article
          VI
          hereof (other than conditions which by their terms are to be satisfied
          at the
          Closing) (the “ Closing
          Date ”)
          at the
          offices of Fried, Frank, Harris, Shriver & Jacobson LLP, One New York Plaza,
          New York, NY 10004, commencing at 9:00 a.m., New York City time. On the
          terms
          and subject to the conditions set forth in this Agreement and the LESC
          Equity
          Purchase Agreement, the Buyers agree to pay or cause to be paid to Sellers
          an
          aggregate of $28,000,000 as adjusted in Section 1.6 (the “ Purchase
          Price ”)
          and to
          assume or cause one of the Buyers to assume the Assumed Liabilities as
          provided
          in Section 1.3.
  (b)  Following
          the Closing:
  (i)
                Simclar
                    Interconnect Technologies, Inc. shall own all Assets (except
                    for any
                    Excluded Assets) of the Business in the U.S. and shall have assumed
                    all
                    Assumed Liabilities (except for any Retained Liabilities) of
                    the Business
                    in the U.S. formerly owned by Litton Systems, Inc.;
  (ii)
                Simclar
                    Interconnect Technologies Limited shall own all Assets (except
                    for any
                    Excluded Assets) of the Business in the U.K. and shall have assumed
                    all
                    Assumed Liabilities (except for any Retained Liabilities) of
                    the Business
                    in the U.K. formerly owned by Litton U.K. Limited;
                    and
  (iii)
                Simclar
                    Interconnect Technologies Limited shall own the Shares formerly
                    owned by
                    Litton Systems International, Inc.
  (c)  At
          the
          Closing,
  (i)
                Buyers
                    shall pay Sellers the sum of $28,000,000 by wire transfer of
                    immediately
                    available funds to the accounts and in the amounts with respect
                    to each
                    Buyer and Seller specified onExhibit
                    D;
  (ii)
                the
                    applicable Seller shall deliver to the applicable Buyers the
                    Approval
                    Certificate;
  (iii)
                the
                    Sellers shall deliver to the applicable Buyers (i) duly executed
                    instrument of assignment for the pending patent application substantially
                    in the form ofExhibit
                    B(the “Intellectual
                    Property Assignment”),
                    and (ii) any other agreements or documents reasonably necessary
                    to
                    transfer or assign the Intellectual Property that is contemplated
                    to be
                    transferred or assigned hereby in accordance with the terms herein;
  (iv)
                the
                    applicable Seller and the applicable Buyer shall execute and
                    deliver a
                    property license for the occupancy by such Buyer of the portion
                    of the
                    applicable Seller’s Springfield Facility used by the Sellers’ assembly
                    operations substantially in the form ofExhibit
                    C(the “LSI
                    Property License”);
  -6-
  (v)
                the
                    Sellers shall deliver to the Buyers an officer’s certificate in accordance
                    with Section 6.2(c) hereof;
  (vi)
                the
                    Buyers shall deliver to the Sellers a duly executed Assignment
                    and
                    Assumption Agreement;
  (vii)
                the
                    Buyers shall deliver to the Sellers an officer’s certificate in accordance
                    with Section 6.3(c) hereof;
                    and
  (viii)
                the
                    Sellers and the Buyers shall execute and deliver any other agreements
                    or
                    documents reasonably necessary to complete the transactions contemplated
                    hereby.
  (d)  The
          Buyers shall bear the cost of any documentary, stamp, sales, excise, transfer,
          gross receipts, value added or other Taxes (other than Income Taxes) payable
          in
          respect of the sale of the Shares and Assets, and the Sellers shall prepare
          and
          file, subject to the Buyers’ review and consent, which consent shall not be
          unreasonably withheld, all Tax Returns with respect to such Taxes. The
          Buyer
          shall pay the amount of any such Taxes to the Sellers at least two (2)
          days
          before the due date of any such Taxes.
  (e)  Buyers
          shall bear the cost of preparing and decontaminating for shipping, and
          shipping
          the Assets in Seller’s Glenrothes, Scotland facility to Buyer’s facility, and
          shall conduct such preparation, decontamination, and shipping in compliance
          with
          all applicable Laws.
  SECTION
          1.6.  Purchase
          Price Adjustment .
  (a)  For
          purposes of this Section 1.6 the following definitions apply:
  “ Purchase
          Price Adjustment ”
shall
          mean the adjustment to the Purchase Price made in accordance with this
          Section
          1.6.
  “ Base
          Net Working Capital ”
shall
          mean $12,750,000.
  “ Closing
          Date Net Working Capital ”
shall
          mean Net Working Capital as of the Cut-Off Time calculated consistent with
          the
          methodology used in Schedule 1.6.
  “ Cut-Off
          Time ”
shall
          mean 11:59 p.m., New York City time, on the day immediately prior to the
          Closing
          Date.
  “ Net
          Working Capital ”
as
          of
          any time shall mean (i) total current assets of the Business (other than
          the
          Excluded Assets) as of any such time, minus (ii) total current liabilities
          of
          the Business (other than the Retained Liabilities) as of such time, each
          as
          calculated in accordance with GAAP, except that (x) any current liability
          for
          Taxes shall be computed in accordance with Section 1.9 hereof, (y) no
          intercompany receivables or payables that are not trade accounts receivable
          or
          payable of the Company shall be included in the calculation, and (z) no
          liabilities for the payment of 2005 Annual Incentive Plan bonuses shall
          be
          included in the calculation.
  -7-
  (b)  Within
          sixty (60) days after the Closing Date, Buyers shall prepare and deliver
          to the
          Sellers a statement identifying the Closing Date Net Working Capital for
          purposes of calculating the Purchase Price Adjustment (the “ Purchase
          Price Adjustment Statement ”).
          In
          the event that the Closing Date Net Working Capital is greater than the
          Base Net
          Working Capital, the Buyers shall pay the Sellers an amount equal to the
          difference between the Closing Date Net Working Capital and the Base Net
          Working
          Capital in accordance with Section 1.6(f) hereof. In the event that the
          Base Net
          Working Capital is greater than the Closing Date Net Working Capital, the
          Sellers shall pay the Buyers an amount equal to the difference between
          the Base
          Net Working Capital and the Closing Date Net Working Capital in accordance
          with
          Section 1.6(f) hereof.
  (c)  The
          Buyers and the Sellers agree that the sole purpose of the Purchase Price
          Adjustment contemplated by this Section 1.6 is to measure changes in
          working capital that have occurred between the date as of which the Base
          Net
          Working Capital was calculated and the Closing Date. The Purchase Price
          Adjustment is not intended to permit the introduction of different judgments,
          accounting methods, policies, practices, procedures, classifications or
          estimation methodology for purposes of determining the asset and liability
          balances from those used in the preparation of the Financial Statements.
          Each
          Party shall provide the other Party and its representatives with reasonable
          access to Books and Records and relevant personnel during the preparation
          of the
          Purchase Price Adjustment Statement and the resolution of any disputes
          that may
          arise under this Section 1.6.
  (d)  If
          the
          Sellers disagree with the determination of the Purchase Price Adjustment
          and the
          total amount of all such disagreements exceed $50,000, the Sellers shall
          notify
          the Buyers in writing of such disagreements within thirty (30) days after
          delivery of the Purchase Price Adjustment Statement, which notice shall
          describe
          the nature of any such disagreements in reasonable detail. If the total
          amount
          of all disagreements with the determination of the Purchase Price Adjustment
          is
          less than $50,000, the Purchase Price Adjustment Statement delivered by
          the
          Buyers shall be final for purposes of this Section 1.6. After the end of
          such thirty (30) day period, the Sellers may not introduce additional
          disagreements with respect to any item in the Purchase Price Adjustment
          Statement or increase the amount of any disagreement, and any item not
          so
          identified shall be deemed to be agreed to by the Sellers and will be final
          and
          binding upon the Parties. Similarly, a disagreement by the Sellers does
          not
          provide any right to the Buyers to introduce any changes to the Purchase
          Price
          Adjustment Statement not directly related to the disputed item. In addition
          to
          the access rights described in Section 1.6(c), during the thirty (30) day
          period
          of its review, the Sellers shall have reasonable access to any documents,
          schedules or work papers used in the preparation of the Purchase Price
          Adjustment Statement.
  -8-
  (e)  The
          Buyers and the Sellers agree to negotiate in good faith to resolve any
          such
          disagreement and any resolution agreed to in writing by the Buyers and
          the
          Sellers shall be final and binding upon the Parties. If the Buyers and
          the
          Sellers are unable to resolve all disagreements properly identified by
          the
          Sellers pursuant to Section 1.6(d) hereof within thirty (30) days
          after delivery to the Buyers of written notice of such disagreement, then
          the
          disputed matters shall be referred to the Chairman of Simclar Group Limited
          and
          the Assistant Treasurer of the Northrop Grumman Corporation for resolution.
          If
          such officers are unable to resolve all disagreements within fifteen (15)
          days, then, within fifteen (15) days thereafter, the matter shall be
          referred for final determination to KPMG. If such firm is unable to serve,
          the
          Buyers and the Sellers shall jointly select an arbiter from an accounting
          firm
          of national standing that is not the independent auditor of either the
          Buyers or
          the Sellers (or their respective Affiliates); if the Buyers and the Sellers
          are
          unable to select such an arbiter within such time period, the American
          Arbitration Association shall make such selection. KPMG or any other Person
          so
          selected shall be referred to herein as the “ Accounting
          Arbitrator ”.
          The
          Accounting Arbitrator shall only consider those items and amounts set forth
          on
          the Purchase Price Adjustment Statement as to which the Buyers and the
          Sellers
          have disagreed within the time periods and on the terms specified above
          and must
          resolve the matter in accordance with the terms and provisions of this
          Agreement. The Accounting Arbitrator shall deliver to the Buyers and the
          Sellers, as promptly as practicable and in any event within sixty (60) days
          after its appointment, a written report setting forth the resolution of
          any such
          disagreement determined in accordance with the terms herein. The Accounting
          Arbitrator shall select as a resolution the position of either the Buyers
          or the
          Sellers for each item of disagreement (based solely on presentations and
          supporting material provided by the Parties and not pursuant to any independent
          review) and may not impose an alternative resolution. Such report shall
          be final
          and binding upon the Buyers and the Sellers. The fees, expenses and costs
          of the
          Accounting Arbitrator shall be divided equally between the Parties, so
          that the
          Buyers will pay one-half of such fees, expenses and costs and the Sellers
          shall
          collectively pay the remaining half.
  (f)  Any
          Purchase Price Adjustment shall be paid by the Buyers or the Sellers, as
          applicable, in the same proportions as are set forth on Exhibit
          D for
          payment of the Purchase Price by wire transfer of immediately available
          funds to
          an account designated by the Party receiving such payment within five (5)
          Business Days after the final determination of the Purchase Price Adjustment,
          plus interest on the amount of such reduction or increase from the Closing
          Date
          to the date of such payment thereof at the per annum rate equal to the
          London
          Interbank Offered Rate on the Closing Date, as published in the Wall Street
          Journal (the “ Interest
          Rate ”).
  SECTION
          1.7.  Allocation
          of the Purchase Price .
  The
          Purchase Price shall be allocated as set forth on Exhibit
          D ,
          and
          with respect to the Assets situated in the U.S., such allocation shall
          conform
          with the requirements of Section 1060 of the Code.
  SECTION
          1.8.  Non-Transferable
          Assets.
  (a)  It
          is
          understood that the Sellers may determine, in their reasonable discretion,
          that
          certain Assets (including, but not limited to, any manufacturers’, contractors’
and other warranties and guaranties, and one or more contracts) may not
          be
          immediately transferable or assignable to the Buyers because any such attempted
          assignment thereof, without the consent of a third party thereto, would
          constitute a breach or default thereof, cause or permit the acceleration
          or
          termination thereof or in any way materially and adversely affect the rights
          of
          the Sellers or the Buyers thereunder or the rights of the Buyers to conduct
          all
          or any part of the Business in the manner currently conducted by the Sellers
          (the “ Non-Transferable
          Assets ”),
          and
          this Agreement will not constitute an assignment of any such Non-Transferable
          Assets. In such event, (i) the Sellers will grant to the Buyers full use
          and
          benefit of Sellers’ interest in the Non-Transferable Assets to the extent
          permitted by the terms of or applicable to such Non-Transferable Assets,
          it
          being the intent of the Parties that the Buyers will have the benefit of
          the
          Non-Transferable Assets as though they were the sole owners thereof, (ii)
          the
          Sellers will use commercially reasonable efforts to preserve the value
          of the
          Non-Transferable Assets, (iii) the Sellers will not transfer or assign
          the
          Non-Transferable Assets to any Person other than the Buyers or the Buyers’
assigns, (iv) the Sellers will transfer or assign the Non-Transferable
          Assets to
          the Buyers at the earliest date, if any, on which such transfer or assignment
          can be effected and (v) the Buyers will be responsible for obligations
          and
          liabilities relating to such Non-Transferable Assets as if they had been
          transferred or assigned to the Buyers in accordance with the terms of this
          Agreement. All costs and expenses of carrying out Sellers’ obligations the
          foregoing clauses (i), (ii), (iii) and (iv) will be paid by the Sellers,
          and
          Sellers shall indemnify and hold Buyers harmless from and against, any
          costs
          incurred by Buyers as a result of Sellers’ failure to do so. Nothing in this
          Section 1.8(a) shall be deemed a waiver by the Buyers of their right to
          have
          received on or before the Closing an effective assignment of all of the
          Assets
          nor shall this Section 1.8(a) be deemed to constitute an agreement to exclude
          from the Assets any assets described under Section 1.1.
  -9-
  (b)  The
          Buyers shall (i) perform and fully pay and discharge all debts, obligations
          and liabilities in a timely manner with respect to any rights provided
          to the
          Buyers pursuant to Section 1.8(a) hereof and (ii) in accordance with
          Section 8.2 hereof, indemnify the Seller Indemnified Parties for any and
          all liabilities, costs or expenses arising from or in connection with the
          Buyers’ failure to perform or discharge all debts, obligations and liabilities,
          as applicable, under any rights so transferred to the Buyers pursuant to
          Section
          1.8(a) hereof.
  SECTION
          1.9.  Certain
          Apportionments .
  For
          purposes of determining the liability of the Sellers for Taxes with respect
          to
          the Business under Section 1.4(b)(i) hereof, the following rules of
          apportionment shall apply: (i) real and personal property Taxes with
          respect to the Assets for the taxable period which includes the Closing
          Date
          shall be prorated between the Sellers and the Buyers, with such Taxes being
          borne by the Sellers based on the ratio of the number of days in the relevant
          period prior to the Closing Date to the total number of days in the actual
          taxable period with respect to which such Taxes are assessed, irrespective
          of
          when such Taxes are due, become a lien or are assessed, and such Taxes
          being
          borne by the Buyers based on the ratio of the number of days in the relevant
          period from and after the Closing Date to the total number of days in the
          actual
          taxable period with respect to which such Taxes are assessed, irrespective
          of
          when such Taxes are due, become a lien or are assessed; (ii) sales and use
          Taxes shall be deemed to accrue as property is purchased, sold, used, or
          transferred; and (iii) all other Taxes shall accrue in accordance with
          GAAP, except for Income Taxes, which shall accrue by way of a closing of
          Books
          and Records, as though the relevant taxable period ended on the Closing
          Date in
          accordance with Income Tax principles.
  **ARTICLE
          II**
  **REPRESENTATIONS
          AND WARRANTIES OF** **THE
          SELLERS**
  Except
          as
          specifically set forth in the disclosure schedules which have been delivered
          by
          the Sellers to the Buyers prior to the execution of this Agreement (the
          “ Seller
          Disclosure Schedules ”),
          the
          Sellers hereby jointly and severally represent and warrant to the Buyers
          as of
          the date hereof and as of the Closing Date as follows:
  -10-
  SECTION
          2.1.  Corporate
          Existence, Power and Qualification .
  Each
          of
          the Sellers is a corporation duly organized, validly existing and, where
          applicable, in good standing under the laws of their respective jurisdictions
          of
          organization and have all corporate power and authority necessary to carry
          on
          its business (including its portion of the Business), to own or lease and
          operate the properties included in the Assets as and in the places where
          such
          business is conducted and such properties are owned, leased or operated,
          and to
          consummate the transactions contemplated hereby. Each Seller is duly qualified
          or licensed to do business and is in good standing in each of the jurisdictions
          in which the operation of its portion of the Business or the character
          of the
          properties owned, leased or operated by it in connection with the Business
          makes
          such qualification or licensing necessary, except where the failure to
          be so
          qualified or licensed to do business would not, individually or in the
          aggregate, have a Business Material Adverse Effect.
  SECTION
          2.2.  Authorization .
  The
          execution, delivery and performance by the Sellers of this Agreement and
          the
          consummation by the Sellers of the transactions contemplated hereby are
          within
          each Seller’s corporate powers and have been duly authorized by all necessary
          corporate action on the part of each Seller. This Agreement constitutes,
          and
          each other agreement executed and delivered or to be executed and delivered
          by
          any of the Sellers pursuant to this Agreement will, upon such execution
          and
          delivery, constitute, a legal, valid and binding obligation of such Seller
          enforceable against such Seller in accordance with its terms, subject to
          the
          effects of bankruptcy, insolvency, fraudulent conveyance, liquidation,
          reorganization, moratorium and other similar laws relating to or affecting
          creditors’ rights generally, and general equitable principles (whether
          considered in a proceeding in equity or at law).
  SECTION
          2.3.  Consents .
  Except
          as
          set forth on Schedule 2.3 and except as required under the competition
          or
          investment, foreign exchange control or other applicable laws of any non-U.S.
          jurisdiction, no material consent, approval, license, permit, order or
          authorization (each, a “ Consent ”)
          of, or
          registration, declaration or filing (each, a “ Filing ”)
          with,
          any Governmental Entity which has not been obtained or made by the Sellers
          is
          required for or in connection with the execution and delivery of this Agreement
          by the Sellers or the consummation by the Sellers of the transactions
          contemplated hereby.
  SECTION
          2.4.  Noncontravention .
  The
          execution, delivery and performance of this Agreement by the Sellers do
          not, and
          the consummation by the Sellers of the transactions contemplated hereby
          will
          not, (i) violate any provision of the organizational documents of the Sellers
          or
          the Company, (ii) subject to obtaining or making the Consents and/or Filings
          referred to in Section 2.3 hereof, conflict with or violate in any material
          respect any applicable Law or order of any Governmental Entity currently
          in
          effect with respect to the Business, (iii) violate in any material respect
          any
          provision of, require any third party consents under, or give rise to a
          right or
          claim of termination, amendment, modification, vesting acceleration or
          cancellation or any right or obligation or loss of any material benefit
          under,
          any Material Contract of the Company or the Sellers with respect to the
          Business, or (iv) result in the imposition of any lien upon, or the creation
          of
          a security interest in, the Shares or the Assets pursuant to, any mortgage,
          lease, franchise, license, permit, agreement, instrument, Law, order,
          arbitration award, judgment or decree to which the Sellers or the Company
          are a
          party or by which the Sellers or the Company are bound.
  -11-
  SECTION
          2.5.  Organization
          and Standing of the Company .
  The
          Company (a) is a corporation validly existing and, where applicable, in
          good
          standing under the laws of its jurisdiction of organization, has the corporate
          power and authority, and possesses all governmental franchises, licenses,
          permits, authorizations and approvals necessary to enable it to own, lease
          or
          otherwise hold its properties and assets and to carry on its business as
          presently conducted, except such power, authority, franchises, licenses,
          permits, authorizations and approvals the absence of which would not,
          individually or in the aggregate, have a Business Material Adverse Effect,
          and
          (b) where applicable, is duly qualified and in good standing to do business
          as a
          foreign corporation in each jurisdiction in which the conduct or nature
          of its
          business or the ownership, leasing or holding of its properties makes such
          qualification or good standing necessary, except where the failure to be
          so
          qualified or in good standing would not, individually or in the aggregate,
          have
          a Business Material Adverse Effect.
  SECTION
          2.6.  Capitalization
          of the Company .
  The
          registered capital of the Company has been fully paid in and capital
          verification reports have been issued by a qualified PRC accounting firm
          that
          certifies that the capital contributions have been made.
  SECTION
          2.7.  Brokers
          and Intermediaries .
  The
          Sellers have not employed any broker, finder, advisor or intermediary in
          connection with the transactions contemplated hereby who would be entitled
          to a
          broker’s, finder’s, adviser’s, intermediary’s or similar fee or commission in
          connection therewith or upon the consummation thereof from the Company.
  SECTION
          2.8.  Financial
          Statements .
  (a)  Schedule
          2.8(a) contains are the following financial statements: (i) the unaudited
          combined balance sheet of the Business as at December 31, 2004, (ii) the
          unaudited combined statement of operations of the Business for the period
          December 31, 2004 (the financial statements referenced in clauses (i) and
          (ii)
          collectively, the “ Annual
          Financial Statements ”),
          and
          the unaudited combined balance sheet and statement of operations of the
          Business
          as at September 30, 2005 and for the nine months then ended (the “ Interim
          Financial Statements ”).
          The
          Annual Financial Statements and Interim Financial Statements are collectively
          referred to herein as the “ Financial
          Statements .”
  (b)  The
          Financial Statements are complete and correct in all material respects
          and have
          been prepared in accordance with GAAP consistently applied throughout the
          periods presented, with the material exceptions thereto identified in Schedule
          2.8(b), throughout the periods covered thereby, and fairly present, in
          all
          material respects, the financial condition and results of operations of
          the
          Business, as of and for the periods to which they relate.
  -12-
  (c)  Other
          than the Excluded Assets and Retained Liabilities, the balance sheets included
          in the Financial Statements do not include any material assets or liabilities
          not intended to constitute a part of the Business or the Assets after giving
          effect to the transactions contemplated hereby. The statements of operations
          included in the Financial Statements do not reflect the operations of any
          entity
          or business not intended to constitute a part of the Business after giving
          effect to all such transactions, and reflect all costs that historically
          have
          been incurred by the Business including costs related to the Excluded Assets
          and
          Retained Liabilities.
  SECTION
          2.9.  [Reserved] .
  SECTION
          2.10.  Title
          to and Sufficiency of Assets.
  Except
          as
          disclosed in Schedule 2.10, the Sellers have good title to all the Assets
          and
          the Shares free and clear of any and all Encumbrance other than Permitted
          Encumbrances. The Assets, together with the services and arrangements described
          in Section 5.14 and the assets of the Company, comprise all material assets
          and
          services required for the continued conduct of the Business by the Buyer
          as now
          being conducted by the Sellers. The Assets and the assets of the Company,
          taken
          as a whole, constitute all the properties and assets relating to or used
          or held
          for use primarily in connection with the Business during the past twelve
          months
          (except Inventory sold, cash disposed of, accounts receivable collected,
          prepaid
          expenses realized, contracts fully performed, properties or assets replaced
          by
          equivalent or superior properties or assets, in each case in the ordinary
          course
          of business, and the Excluded Assets). Except for Excluded Assets, there
          are no
          assets or properties used primarily in the operation of the Business and
          owned
          by any Person other than the Sellers or the Company, except for assets
          or
          properties that will be leased or licensed to the Buyers under valid, current
          leases or license arrangements, or assets or properties of customers or
          suppliers of the Business held temporarily by the Sellers in the course
          of
          performance of agreements with such customers or suppliers. The Assets,
          and the
          assets of the Company, are in all material respects adequate for the purposes
          for which such assets are currently used or are held for use, and are in
          reasonably good repair and operating condition (subject to normal wear
          and tear)
          and, to the Knowledge of the Sellers, there are no facts or conditions
          affecting
          the Assets, or the assets of the Company, which could, individually or
          in the
          aggregate, interfere in any material respect with the use, occupancy or
          operation thereof as currently used, occupied or operated, or their adequacy
          for
          such use.
  SECTION
          2.11.  Litigation .
  Except
          as
          set forth on Schedule 2.11, there is no action, claim, demand, suit, proceeding,
          arbitration, grievance, citation, summons, subpoena, inquiry or investigation
          of
          any nature, civil, criminal, regulatory or otherwise, in law or in equity,
          pending, or to the Knowledge of Sellers threatened, against or relating
          to any
          Seller or the Company in connection with the Assets or the Business or
          against
          or relating to the transactions contemplated by this Agreement.
  SECTION
          2.12.  Compliance
          with Applicable Laws .
  -13-
  (a)  The
          Business is, to the Knowledge of the Sellers, being conducted in compliance
          in
          all material respects with all applicable Laws of all Governmental Entities
          having jurisdiction over the Company or the Sellers with respect to the
          Business, except as would not have a Business Material Adverse
          Effect.
  (b)  The
          Sellers or the Company, as the case may be, have duly obtained all material
          permits, concessions, grants, franchises, licenses and other governmental
          authorizations and approvals (collectively, “ Permits ”)
          necessary for the conduct of the Business ,
          except
          for such Permits which, if not obtained, would not have a Business Material
          Adverse Effect. E ach
          Permit is in full force and effect, and there are no proceedings pending
          or, to
          the Knowledge of the Sellers, threatened which would result in the revocation,
          cancellation, suspension or modification of any Permit.
  (c)  Notwithstanding
          the foregoing, all representations with respect to (i) Laws applicable
          to
          Business Employees are made solely and exclusively in Sections 2.21 and
          2.22
          hereof, (ii) Taxes are made solely and exclusively in Section 2.26 hereof
          and
          (iii) Environmental Laws are made solely and exclusively in Section 2.28
          hereof.
  SECTION
          2.13.  Material
          Contracts .
  (a)  Sellers
          have delivered or made available to Buyers for their inspection and copying
          complete and correct copies of all material written agreements, contracts,
          commitments and other instruments and arrangements (or written descriptions
          of
          any oral agreements, contracts, and commitments of the types described
          below (x)
          by which the Company or any of the Assets are bound or to which the Company
          or
          any of the Assets are subject, or (y) to which any Seller is a party or
          by which
          it is bound and relating primarily to the Business or the Assets (the
“ Material
          Contracts ”);
  (i)
                leases,
                    licenses, permits, insurance policies exclusively relating to
                    the Business
                    or the Assets;
  (ii)
                licenses,
                    licensing arrangements and other contracts providing in whole
                    or in part
                    for the use of, or limiting the use of, any Intellectual Property,
                    other
                    than licenses for mass market software with a suggested retail
                    per copy
                    license fee of $500 or less;
  (iii)
                joint
                    venture, partnership and similar contracts involving a sharing
                    of profits,
                    losses, costs or liabilities (including but not limited to joint
                    research
                    and development and joint marketing
                    contracts);
  (iv)
                as
                    of the date specified on Schedule 2.13(a)(iv), orders and other
                    contracts
                    for the purchase or sale of materials, supplies, products or
                    services,
                    each of which involves aggregate payments in excess of
                    $150,000;
  (v)
                other
                    contracts with respect to which the aggregate amount that could
                    reasonably
                    be expected to be paid or received by the Business in the future
                    exceeds
                    $150,000;
  -14-
  (vi)
                sales
                    agency, manufacturer’s representative, marketing or distributorship
                    agreements;
  (vii)
                contracts
                    or agreements affecting the ownership of, leasing of, title to,
                    use of or
                    any leasehold or other interest in personal property, except
                    personal
                    property leases and installment and conditional sales agreements
                    having a
                    value per item or aggregate payments of less than $50,000 and
                    with a term
                    of less than one year;
  (viii)
                contracts
                    or agreements containing covenants that in any way purport to
                    restrict the
                    Company’s business activity or limit the freedom of the Company to engage
                    in any line of business or to compete with any Person;
                    or
  (ix)
                any
                    other contracts, agreements or commitments that are material
                    to the
                    Business.
  (b)  All
          Material Contracts are in full force and effect and enforceable against
          each
          party thereto. There does not exist under any Material Contract any event
          of
          default or event or condition that, after notice or lapse of time or both,
          would
          constitute a violation, breach or event of default thereunder on the part
          of any
          Seller or, to the Knowledge of any Seller, any other party thereto except
          as set
          forth in Schedule 2.13(b) and except for such events or conditions that,
          individually and in the aggregate, (i) have not had or resulted in, and
          will not
          have or result in, a Business Material Adverse Effect and (ii) have not
          and will
          not materially impair the ability of any Seller to perform their respective
          obligations under this Agreement, the LESC Equity Purchase Agreement and
          under
          the other Ancillary Agreements. Except as set forth in Schedule 2.13(b)
          and
          except as would not have a Business Material Adverse Effect, to the Knowledge
          of
          Sellers, (i) no consent of any third party is required under any Material
          Contract as a result of or in connection with, and (ii) the enforceability
          of
          any Material Contract will not be affected in any manner by, the execution,
          delivery and performance of this Agreement or any other Ancillary Agreements
          or
          the consummation of the transactions contemplated thereby.
  SECTION
          2.14.  Absence
          of Certain Changes and Events .
  Except
          as
          set forth in Schedule 2.14, since the date of the Interim Financial Statements,
          the Sellers have conducted the Business only in the ordinary course consistent
          with prior practice and have not on behalf of, in connection with, or relating
          to the Business or the Assets:
  (a)  suffered
          any Business Material Adverse Effect;
  (b)  incurred
          any obligation or liability, absolute, accrued, contingent or otherwise,
          whether
          due or to become due, except current liabilities for trade or business
          obligations incurred in connection with the purchase of goods or services
          in the
          ordinary course of business consistent with prior practice, none of which
          liabilities, in any case or in the aggregate, could have a Business Material
          Adverse Effect;
  -15-
  (c)  discharged
          or satisfied any Encumbrance other than those then required to be discharged
          or
          satisfied, or paid any obligation or liability, absolute, accrued, contingent
          or
          otherwise, whether due or to become due, other than current liabilities
          shown on
          the Interim Financial Statements and current liabilities incurred since
          the date
          thereof in the ordinary course of business consistent with prior
          practice;
  (d)  assigned,
          mortgaged, pledged or otherwise subjected to Encumbrance, any property,
          business
          or assets, tangible or intangible, held in connection with the Business
          or the
          Assets;
  (e)  sold,
          transferred, leased to others or otherwise disposed of any of the Assets,
          except
          for inventory sold in the ordinary course of business, or forgiven, canceled
          or
          compromised any debt or claim, or waived or released any right of substantial
          value;
  (f)  suffered
          any damage, destruction or loss (whether or not covered by insurance)
          which, in any case or in the aggregate, has had a Business Material Adverse
          Effect;
  (g)  transferred
          or granted any rights or licenses under, or entered into any settlement
          regarding the breach or infringement of, any Intellectual Property, or
          modified
          any existing rights with respect thereto;
  (h)  made
          any
          change in the rate of compensation, commission, bonus or other direct or
          indirect remuneration payable, or paid or agreed or orally promised to
          pay,
          conditionally or otherwise, any bonus, incentive, retention or other
          compensation, retirement, welfare, fringe or severance benefit or vacation
          pay,
          to or in respect of any officer, employee, salesman, distributor or agent
          of the
          Company, or of any officer, employee, salesman, distributor or agent of
          the
          Sellers whose activities relate primarily to the Business, except for increases
          in the ordinary course of business consistent with prior practice;
  (i)  encountered
          any labor union organizing activity, had any actual or threatened employee
          strikes, work stoppages, slowdowns or lockouts, or had any material change
          in
          its relations with its employees, agents, customers or suppliers;
  (j)  failed
          to
          replenish the inventories and supplies of the Business in a normal and
          customary
          manner consistent with prior practice, or made any purchase commitment
          in excess
          of the normal, ordinary and usual requirements of the Business or at any
          price
          in excess of the then current market price or upon terms and conditions
          inconsistent with prior practice, or made any change in selling, pricing,
          advertising or personnel practices inconsistent with prior
          practice;
  (k)  made
          any
          capital expenditures or capital additions or improvements in that would
          cause
          total capital expenditures of the Business to exceed amounts budgeted for
          in the
          2005 Budget attached hereto as Exhibit
          H by more
          than 120%;
  (l)  instituted,
          settled or agreed to settle any litigation, action or proceeding before
          any
          court or governmental body relating to the Business or the Assets other
          than in
          the ordinary course of business consistent with past practices, but not
          in any
          case involving amounts in excess of $25,000;
  -16-
  (m)  (i)
          entered into, terminated, or received notice of termination of any contract
          or
          commitment, including without limitation, any license, distributorship,
          dealer,
          sales representative, joint venture or similar arrangement, other than
          in the
          ordinary course of business, (ii) breached any contract or commitment or
          (iii)
          paid or agreed to pay any legal, accounting, brokerage, finder’s fee, Taxes or
          other expenses in connection with, or incurred any severance pay obligations
          by
          reason of, this Agreement or the transactions contemplated hereby;
  (n)  made
          any
          material changes in policies or practices relating to selling practices,
          returns, discounts or other terms of sale or accounting therefor or in
          policies
          of employment;
  (o)  made
          any
          prepayment of any accounts payable, delayed payment of any trade payables
          or
          other obligations other than in the ordinary course of business consistent
          with
          past practice, or made any other cash payments other than in the ordinary
          course
          of business;
  (p)  failed
          to
          maintain all of the tangible Assets and all other tangible properties and
          assets
          owned, leased, occupied, operated or used in connection with the Business
          in
          good repair, working order and operating condition subject only to ordinary
          wear
          and tear;
  (q)  modified
          any existing Material Contract or entered into (i) any agreement, commitment
          or
          other transaction, other than agreements entered into in the ordinary course
          of
          business consistent with prior practice and involving an expenditure of
          less
          than $150,000 in the aggregate, or (ii) any agreement or commitment that,
          pursuant to its terms, is cancelable without penalty on less than 30 days’
notice; and
  (r)  made
          any
          material change in any respect in its accounting methods or practices,
          policies
          or principles.
  SECTION
          2.15.  Inventories.
  As
          of the
          date specified on Schedule 2.15, all Inventories are of good, usable and
          merchantable quality in all material respects and, except as set forth
          on
          Schedule 2.15, do not include obsolete or discontinued items. Except as
          set
          forth on Schedule 2.15, (a) all Inventories are of such quality as to meet
          the
          quality control standards of Sellers and any applicable governmental quality
          control standards, (b) all Inventories that are finished goods are saleable
          as
          current inventories at the current prices thereof in the ordinary course
          of
          business, and (c) all Inventories are recorded on the books of the Business
          at
          the lower of cost or market value determined in accordance with
          GAAP.
  SECTION
          2.16.  Customers
          and Suppliers .
  (a)  Except
          as
          disclosed on Schedule 2.16, no Seller has Knowledge that any of the customers
          of the
          Business identified on the Estimated 2006 Sales Forecast by Customers attached
          hereto as Exhibit
          I has
          ceased, or will cease (during
          2006) to
          purchase the products, goods or services of the Business.
  -17-
  (b)  Except
          as
          disclosed on Schedule 2.16, no Seller has Knowledge that there has been
          or will
          be (during 2006) a reduction by greater than 10% of the aggregate “Total ITD-AO
          Customers 2006 Sales Forecast” figures shown in Exhibit I.
  (c)  To
          the
          Knowledge of Sellers, there has not been any material adverse change in
          the
          price of the raw materials, supplies, merchandise or other goods or services
          purchased by the Business from
          its
          principal suppliers, or that any such supplier will not sell raw materials,
          supplies, merchandise and other goods to the Buyers at any time after the
          Closing Date on terms and conditions similar to those used in its current
          sales
          to the Business, subject to general and customary price increases.
  SECTION
          2.17.  Products.
  (a)  Buyers
          have been furnished with complete and correct copies of the standard terms
          and
          conditions of sale for each of the products or services of the Business
          (including if applicable guaranty, warranty and indemnity provisions).
          Except as
          required by Law, as contained in a Material Contract, or as set forth on
          Schedule 2.17(a), no product manufactured, sold, or delivered by, or service
          rendered by or on behalf of, the Business is subject to any guaranty, warranty
          or other indemnity, express or implied, beyond such standard terms and
          conditions.
  (b)  Except
          as
          set forth on Schedule 2.17(b), no Seller nor the Company has entered into,
          or
          offered to enter into, any material agreement, contract commitment or other
          arrangement (whether written or oral) pursuant to which any of them is
          or will
          be obligated to make any rebates, discounts, promotional allowances or
          similar
          payments or arrangements to any customer of the Business. All such obligations
          are reflected in the Financial Statements or have been incurred after the
          date
          thereof in the ordinary course of business.
  SECTION
          2.18.  Receivables.
  All
          of
          the Sellers’ and Company’s receivables (including accounts receivable, loans
          receivable and advances) which have arisen in connection with the Business
          and
          which are reflected in the Financial Statements, and all such receivables
          which
          will have arisen since the Interim Financial Statement date, represent
          valid
          obligations arising from sales actually made or services actually performed
          in
          the ordinary course of business. Sellers have no Knowledge of any facts
          or
          circumstances generally (other than general economic conditions) which
          would
          result in any material increase in the uncollectability of such receivables
          as a
          class in excess of the reserves therefor set forth on the Interim Financial
          Statements. Sellers have delivered to or made available for inspection
          by Buyers
          an aged listing of receivables, which will be updated on the Closing Date
          as of
          a date within five (5) Business Days preceding the Closing Date.
  SECTION
          2.19.  Books
          and Records.
  The
          books
          of account and other financial records of the Company, and of Sellers (insofar
          as they relate to or affect the Business and the Assets), are complete
          and
          correct and represent actual, bona fide transactions and have been maintained
          in
          accordance with sound business practices, including the maintenance of
          an
          adequate system of internal controls. The minute books of the Company have
          been
          made available to Buyers for inspection and copying and are substantially
          complete and correct in all material respects.
  -18-
  SECTION
          2.20.  [Reserved.]
  SECTION
          2.21.  U.S.
          Benefit Plans .
  Subject
          to applicable Laws (including, without limitation, all applicable data
          protection Laws), Schedule 2.21 lists each “U.S. employee benefit plan” (within
          the meaning of ERISA section 3(3), including, without limitation, multiemployer
          plans within the meaning of ERISA section 3(37)) and all material severance,
          employment, change-in-control, fringe benefit, bonus, incentive, deferred
          compensation and all other material employee benefit plans, agreements,
          programs, policies or other arrangements, whether or not subject to ERISA,
          whether oral or written under which any U.S. Business Employee or former
          U.S.
          Business Employee has any present or future right to compensation or employee
          benefits and pursuant to which the Business could have any material liability
          (“ U.S.
          Benefit Plans ”).
          Sellers acknowledge that the scope of the representations and warranties
          contained in this Section 2.21 have been limited as a result of the inclusion
          of
          liabilities under any U.S. Benefit Plan as Retained Liabilities, and Sellers’
indemnification of the Buyer Indemnified Parties from and against any Losses
          resulting therefrom pursuant to Section 8.2 (it being acknowledged and
          agreed by
          the Parties that the foregoing in no way increases any remedies of Buyers
          or any
          liabilities Sellers (including without limitation any closing conditions
          or
          indemnification) with respect to the transactions contemplated
          hereby).
  SECTION
          2.22.  Non
          U.S. Benefit Plans
  Subject
          to applicable Laws (including, without limitation, all applicable data
          protection Laws), Schedule 2.22 lists each material non-U. S. employee
          benefit
          plan and all material severance, employment, change-in-control, fringe
          benefit,
          bonus, incentive, deferred compensation and all other material employee
          benefit
          plans, agreements, programs, policies or other arrangements, whether oral
          or
          written under which any U.K. Business Employee, China Business Employee
          or
          former U.K. Business Employee or China Business Employee has any present
          or
          future right to compensation or employee benefits or pursuant to which
          the
          Business could have any material liability (“ Non
          U.S. Benefit Plans ”).
          Copies of any summary plan description concerning the extent of the benefits
          provided under any Non U.S. Benefit Plan have been furnished or made available
          to the Buyers.
  SECTION
          2.23.  Labor
          and Employment Matters .
  With
          respect to the Business Employees, no Seller nor the Company is a party
          to, or
          bound by, any collective bargaining agreement, shop floor agreement contract
          or
          other agreement or understanding with a labor union or labor organization.
          Except as would not have a Business Material Adverse Effect, (i) no
          proceeding regarding a unfair labor practice or requiring the Company or
          the
          Sellers with respect to the Business to bargain with any labor organization
          as
          to wages or conditions of employment involving the Business has been commenced
          nor is any such proceeding, to the Knowledge of the Sellers, threatened;
          (ii) there is no strike, work stoppage, or lockout involving the Business
          pending or, to the Knowledge of the Sellers, threatened (other than broad
          actions that are not targeted solely at any company); and (iii) no
          representation question exists or has been raised respecting any of the
          Business
          Employees within the past eighteen months nor, to the Knowledge of the
          Sellers,
          are there any campaigns being conducted to solicit cards from Business
          Employees
          to authorize representation by any labor organization. The Company and
          the
          Sellers with respect to the Business are in compliance, in all material
          respects, with their obligations pursuant to all material notification
          and
          bargaining obligations arising under any collective bargaining agreement,
          or
          statute or otherwise. Except as would not, individually or in the aggregate,
          have a Business Material Adverse Effect, the Company and the Sellers with
          respect to the Business are (i) in compliance with all applicable federal,
          state
          and local Laws (domestic and foreign) respecting employment, employment
          practices, labor, terms and conditions of employment and wages and hours,
          in
          each case, with respect to the Business Employees; (ii) have withheld all
          amounts required by Law or by agreement to be withheld from wages, salaries
          and
          other payments to the Business Employees; and (iii) are not liable for
          any
          arrears of wages or any Taxes or any penalty for failure to comply with
          any of
          the foregoing.
  -19-
  SECTION
          2.24.  Insurance .
  The
          Sellers or the Company maintain Insurance Policies and bonds in such amounts
          and
          against such liabilities and hazards with respect to the Business as are
          consistent with industry practice. All such Insurance Policies and bonds
          are, to
          the Knowledge of the Sellers, valid and enforceable and in full force and
          effect
          (except as the enforceability of any such Insurance Policy may be limited
          by the
          insurer’s bankruptcy, insolvency, liquidation, moratorium and other similar Laws
          relating to or affecting creditors’ rights generally or by general equitable
          principles), all premiums owing in respect thereof have been timely paid,
          and,
          as of the date hereof, neither the Sellers nor the Company have received
          any
          written notice of any material premium increase or cancellation with respect
          to
          any such Insurance Policies or bonds. Except for any matters which would
          not,
          individually or in the aggregate, have a Business Material Adverse Effect,
          there
          are no claims pending as to which the insurer has denied liability or is
          reserving its rights, and all claims have been timely and properly
          filed.
  SECTION
          2.25.  Intellectual
          Property .
  (a)  To
          the
          Knowledge of the Sellers, the Sellers or the Company collectively have
          right,
          title and interest in, or a license or similar right or authorization to
          use,
          all Intellectual Property primarily used in connection with the Business
          or
          necessary for the operation of the Business as of the date hereof (“ Business
          Intellectual Property ”),
          except where the absence of such rights, title and interest would not,
          individually or in the aggregate, have a Business Material Adverse
          Effect.
  (b)  No
          default has occurred under any license or other agreement with a third
          party
          providing the Company or the Sellers permission to use Business Intellectual
          Property, nor does any such license or agreement contain any change in
          control
          or other terms or conditions that will become applicable or inapplicable
          as a
          result of the consummation of the transactions contemplated by this Agreement.
          Immediately after the Closing, Buyers will own or will have a right to
          use all
          Business Intellectual Property, free from any Encumbrances (other than
          Permitted
          Encumbrances) and on the same terms and conditions as in effect prior to
          the
          Closing.
  -20-
  (c)  No
          written claim or demand of any Person has been made nor is there any proceeding
          that is pending, or to the Knowledge of the Sellers or the Company, threatened,
          which (i) challenges the rights of the Company or the Sellers in respect
          of any
          Business Intellectual Property, or (ii) asserts that the Company or any
          Seller
          is infringing or otherwise in conflict with, or is required to pay any
          royalty,
          license fee, charge or other amount with regard to, any third party Intellectual
          Property.
  SECTION
          2.26.  Taxes
          and Tax Matters .
  (a)  All
          Business Tax Returns required to be filed by the Sellers or the Company
          have
          been duly and timely filed (taking into account applicable extensions)
          and all
          such Business Tax Returns are true, correct and complete. All Taxes with
          respect
          to the Business which are due or claimed to be due by any Taxing authority
          (without regard to whether or not such Taxes are shown as due on any Business
          Tax Returns) have been paid or adequate reserves (in conformity with GAAP
          consistently applied) have been established in the Financial Statements
          for the
          payment of such Taxes.
  (b)  There
          is
          no action, suit, proceeding, audit, investigation or claim pending or,
          to the
          Knowledge of the Sellers, threatened in respect of any Taxes relating to
          the
          Business for which a Seller or a Company is or may become liable, nor has
          any
          deficiency or claim for any such Taxes been proposed, asserted or, to the
          Knowledge of the Sellers, threatened.
  (c)  None
          of
          the Sellers nor the Company are subject to a contract or agreement relating
          to
          the sharing, allocation or payment of, or indemnity for, Taxes relating
          to the
          Business (other than a contract the only parties to which are the
          Sellers).
  (d)  The
          Sellers have complied in all material respects with all rules and regulations
          relating to the withholding of Taxes relating to the Business .
  SECTION
          2.27.  [Reserved]
  SECTION
          2.28.  Environmental
          Matters .
  (a)  All
          Permits required by applicable Environmental Laws have been obtained with
          respect to the operation of the Business at Sellers’ Springfield, Missouri
          facility (the “Springfield Facility”), except for such Permits, which if not
          obtained, would not have a Business Material Adverse Effect. All such Permits
          with respect to the operation of the Business at the Springfield Facility
          are
          listed on Schedule 2.28(a).
  (b)  The
          Company currently holds all Permits required by applicable Environmental
          Laws,
          except for such Permits which, if not obtained, would not have a Business
          Material Adverse Effect. All
          such
          Permits with respect to the operation of the Company are listed on Schedule
          2.28(b). To
          the
          knowledge of the Sellers, the Company is in compliance in all material
          respects
          with (i) all such Permits, and (ii) all applicable Environmental Laws pertaining
          to its operations or any real property that is the subject of any Lease,
          except
          as would not have a Business Material Adverse Effect.
  -21-
  (c)  The
          Sellers have disclosed or made available to the Buyers all material information,
          as is set forth on Schedule 2.28(a), related to violations of the Permits
          referenced in Section 2.28(a) above, the type and quantity of hazardous
          waste
          generated, and site remedial investigation activities conducted by the
          Sellers
          in connection with the operation of the Business at the Springfield Facility,
          except as would not have a Business Material Adverse Effect.
  (d)  Except
          as
          provided for in Schedule 2.28(a) or except as would not have a Material
          Business
          Material Adverse Effect, with respect to the operations of the Company
          there are
          no pending or, to the Knowledge of the Sellers, threatened claims, notices
          (including, without limitation, notices that the Company or the Sellers
          are or
          may be a potentially responsible person or otherwise liable in connection
          with
          any waste disposal site containing Hazardous Materials or other location
          allegedly used for the disposal of Hazardous Materials), suits, hearings,
          proceedings or liens with respect to Environmental Laws or Hazardous
          Materials.
  (e)  Sellers
          acknowledge that the scope of the representations and warranties contained
          in
          this Section 2.28 have been limited as a result of the inclusion of
          Environmental Losses as Retained Liabilities, and Sellers’ indemnification of
          the Buyer Indemnified Parties from and against such Environmental Losses
          pursuant to Section 8.2 (it being acknowledged and agreed by the Parties
          that
          the foregoing in no way increases any remedies of Buyers or any liabilities
          of
          Sellers (including without limitation any closing conditions or indemnification)
          with respect to the transactions contemplated hereby).
  **ARTICLE
          III**
  **REPRESENTATIONS
          AND WARRANTIES**
 **OF
          THE BUYER** **S**
  The
          Buyers hereby represent and warrant to the Sellers as follows:
  SECTION
          3.1.  Corporate
          Existence and Power .
  Each
          of
          the Buyers is a corporation duly organized, validly existing and in good
          standing under the law of the jurisdiction of its organization and has
          all
          corporate power necessary to consummate the transactions contemplated
          hereby.
  SECTION
          3.2.  Authorization .
  The
          execution, delivery and performance by the Buyers of this Agreement and
          consummation by the Buyers of the transactions contemplated hereby are
          within
          the Buyers’ corporate powers and have been duly authorized by all necessary
          corporate action on the part of the Buyers. This Agreement constitutes,
          and each
          other agreement executed and delivered or to be executed and delivered
          by the
          Buyers pursuant to this Agreement will, upon such execution and delivery,
          constitute, a legal, valid and binding obligation of the Buyers enforceable
          against the Buyers in accordance with its terms, subject to the effects
          of
          bankruptcy, insolvency, fraudulent conveyance, liquidation, reorganization,
          moratorium and other similar laws relating to or affecting creditors’ rights
          generally and general equitable principles (whether considered in a proceeding
          in equity or at law).
  -22-
  SECTION
          3.3.  Consents .
  Except
          as
          may be required under the International Trade in Arms Regulations, 22 CFR
          §122.1, no material Consent or Filing with any Governmental Entity which
          has not
          been obtained or made by the Buyers is required for or in connection with
          the
          execution and delivery of this Agreement by the Buyers or the consummation
          by
          the Buyers of the transactions contemplated hereby.
  SECTION
          3.4.  Noncontravention .
  The
          execution, delivery and performance of this Agreement by the Buyers do
          not, and
          the consummation by the Buyers of the transactions contemplated hereby
          will not,
          (i) violate any provision of the organizational documents of the Buyers,
          (ii)
          conflict with or violate any applicable Law or order of any Governmental
          Entity
          currently in effect with respect to the Buyers, or (iii) to the Knowledge
          of the
          Buyers, violate in any material respect any provision of, require any third
          party consents under or result in the termination of any material obligation
          of
          the Buyers, except in the case of clauses (ii) and (iii) above, for any
          deviations which would not reasonably be expected to prevent or delay the
          consummation of the transactions contemplated hereby.
  SECTION
          3.5.  Litigation .
  There
          are
          no actions, suits, claims, arbitrations, proceedings or investigations
          pending
          or, to the Knowledge of the Buyers, threatened against the Buyers or the
          transactions contemplated hereby, at law or in equity, or before or by
          any
          court, arbitrator or Governmental Entity, domestic or foreign, except for
          actions, claims, arbitrations, proceedings or investigations that would
          not
          reasonably be expected to prevent or delay the consummation of the transactions
          contemplated hereby. The Buyers are not (i) operating under or subject
          to any
          order, award, writ, injunction, decree or judgment of any court, arbitrator
          or
          Governmental Entity or (ii) in default with respect to any order, award,
          writ,
          injunction, decree or judgment of any court, arbitrator or Governmental
          Entity,
          except for orders, awards, writs, injunctions, decrees, judgments or defaults
          that would not reasonably be expected to prevent or delay the consummation
          of
          the transactions contemplated hereby.
  SECTION
          3.6.  Funds .
  (a)  The
          Buyers have available, and will have available on the Closing Date, funds
          sufficient to pay the Purchase Price and to pay or otherwise discharge
          the
          Assumed Liabilities.
  (b)  The
          Buyers shall not finance their acquisition of the Shares through the use
          of any
          financing mechanism which would give rise to any “financial assistance”
prohibitions in the jurisdictions in which the Company is
          organized.
  SECTION
          3.7.  Brokers
          and Intermediaries .
  The
          Buyers have not employed any broker, finder, advisor or intermediary in
          connection with the transactions contemplated hereby who would be entitled
          to a
          broker’s, finder’s, adviser’s, intermediary’s or similar fee or commission in
          the connection therewith or upon consummation thereof.
  -23-
  SECTION
          3.8.  Investment
          Intent .
  Simclar
          Interconnect Technologies Limited is acquiring the Shares for its own account
          for investment, without a view to resale or distribution thereof in violation
          of
          U.S. federal or state or non-U.S. securities laws and with no present intention
          of distributing or reselling any part thereof. The Buyers will not so distribute
          or resell any of the Shares in violation of any such law.
  SECTION
          3.9.  Investigation .
  The
          Buyers are knowledgeable about the industry in which the Business operates
          and
          is experienced in the acquisition and management of businesses. The Buyers
          have
          been afforded reasonable access to the Books and Records, facilities and
          personnel of the Business for purposes of conducting a due diligence
          investigation of the Business. The Buyers have conducted a reasonable due
          diligence investigation of the Business and has received answers to all
          inquiries it has made with respect to the Business.
  SECTION
          3.10.  No
          Inducement or Reliance; Independent Assessment .
  (a)  The
          Buyers have not been induced by and has not relied upon any representations,
          warranties or statements, whether express or implied, made by the Sellers
          (or
          their Affiliates, officers, directors, employees, agents or representatives)
          that are not expressly set forth herein (including the Seller Disclosure
          Schedules), whether or not any such representations, warranties or statements
          were made in writing or orally.
  (b)  The
          Buyers acknowledge that none of the Sellers (or their Affiliates, officers,
          directors, employees, agents or representatives) makes, will make or has
          made
          any representation or warranty, express or implied, as to the prospects
          of the
          Business or its profitability for the Buyers, or with respect to any forecasts,
          projections or business plans made available to the Buyers in connection
          with
          the Buyers’ review of the Business.
  **ARTICLE
          IV**
  **COVENANTS
          RELATING TO CONDUCT OF BUSINESS**
  SECTION
          4.1.  Conduct
          of the Business .
  (a)  The
          Sellers hereby covenant and agree that, from the date hereof until the
          Closing
          Date, unless contemplated hereby or consented to in writing by the Buyers
          (which
          consent will not be unreasonably withheld or delayed), and subject to actions
          that Sellers may take related to the employees of the Business who Buyers
          are
          not offering to employ and therefore are not listed on Schedules 5.3 and
          5.5,
          they will conduct the Business in the ordinary course of business in all
          material respects. Without limiting the generality of the foregoing, except
          as
          otherwise contemplated hereby, as set forth on Schedule 4.1, or as consented
          to
          in writing by the Buyers (which consent will not be unreasonably withheld
          or
          delayed), from the date hereof until the Closing Date, the Sellers shall
          not,
          except to the extent compelled by applicable Law:
  -24-
  (i)
                amend
                    the business license, articles of association or the organizational
                    documents (or equivalent) of the Company (provided,
                    that the Sellers shall be permitted to amend such documents for
                    the
                    purpose of removing the “Litton” name from the name of the Company or for
                    the purpose of effecting the transactions contemplated by this
                    Agreement);
  (ii)
                encumber,
                    transfer or sell any equity interest of the Company to a third
                    party;
  (iii)
                permit
                    the Company to (a) assume, guarantee, endorse or otherwise become
                    liable
                    or responsible (whether directly, indirectly, contingently or
                    otherwise)
                    for the material obligations of any Person other than in the
                    ordinary
                    course of business; (b) make any capital expenditures or make
                    any loans,
                    advances or capital contributions to, or investments in, any
                    other Person
                    (other than for customary travel, relocation or business advances
                    or loans
                    to employees in each case in the ordinary course of business)
                    in the
                    aggregate, in excess of $100,000 other than in the ordinary course
                    of
                    business; (c) acquire or agree to acquire by merging or consolidating
                    with, or by purchasing outside of the ordinary course of business
                    the
                    assets of, or by any other manner, (A) any business or any corporation,
                    limited liability company, partnership, joint venture, association
                    or
                    other business organization or division thereof, or (B) any assets
                    that
                    would be, individually or in the aggregate, material to the Business;
                    or
                    (d) divest, sell, transfer, mortgage, pledge or otherwise dispose
                    of, or
                    encumber, or agree to divest, sell, transfer, mortgage, pledge
                    or
                    otherwise dispose of or encumber, any assets.
  (iv)
                divest,
                    sell, transfer, mortgage, pledge or otherwise dispose of, or
                    encumber, or
                    agree to divest, sell, transfer, mortgage, pledge or otherwise
                    dispose of
                    or encumber, any assets used in the Business other than (A) transfers
                    of
                    assets from one entity to any other entity that will be transferred
                    to the
                    Buyers at the Closing, (C) transfers of Excluded Assets to the
                    Sellers or
                    their Affiliates, without any consideration paid or payable,
                    (D) in the
                    ordinary course of business and (E) Permitted
                    Encumbrances.
  (v)
                increase
                    in any material respect the compensation or employee benefits
                    of any
                    officers of the Company or of the Sellers who will become Transferred
                    Employees, other than routine increases made in the ordinary
                    course of
                    business;
  (vi)
                make
                    or rescind any express or deemed election relating to Taxes of
                    the
                    Business;
  -25-
  (vii)
                settle
                    or compromise any material Tax liability of the Business or agree
                    to an
                    extension of a statute of limitations with respect to the assessment
                    or
                    determination of Taxes of the
                    Business;
  (viii)
                file
                    or cause to be filed any amended material Tax Return with respect
                    to the
                    Company or file or cause to be filed any material claim for refund
                    of
                    Taxes paid by or on behalf of the Company;
  (ix)
                modify
                    or amend any Material Contract or permit the Company to enter
                    into any new
                    contracts or agreements involving aggregate payments in excess
                    of $50,000
                    over a twelve-month period, other than in the ordinary course
                    of business
                    (provided,
                    that the Company shall be permitted to convert certain intracompany
                    work
                    orders into third party contracts on substantially similar
                    terms);
  (x)
                make
                    any material change to the accounting methods, principles or
                    practices of
                    the Business, except as may be required by GAAP or PRC law;
  (xi)
                enter
                    into any settlement agreement with respect to any material litigation
                    or
                    any material claim (whether pending or threatened) relating to
                    the
                    Business; or
  (xii)
                authorize,
                    or commit or agree to take any of the foregoing
                    actions.
  (b)  The
          Sellers hereby covenant and agree that, from the date hereof until the
          Closing
          Date, unless contemplated hereby or consented to in writing by the Buyers,
          and
          without making any commitment on Buyers’ behalf, Sellers shall use commercially
          reasonable efforts:
  (i)
                to
                    preserve intact the current organization of the Business, keep
                    available
                    the services of its officers, employees and agents (except for
                    dismissals
                    and resignations in the normal course of business and related
                    to the
                    employees of the Business who Buyers are not offering to employ
                    and
                    therefore are not listed on Schedules 5.3 and 5.5), and maintain
                    its
                    relations and good will with suppliers, customers, landlords,
                    creditors,
                    employees, agents and others having business relationships with
                    it;
  (ii)
                confer
                    with Buyers prior to implementing operational decisions of a
                    material
                    nature which would be reasonably likely to have an impact of
                    more than
                    $500,000 on the costs or sales of the
                    Business;
  (iii)
                to
                    maintain the Assets in a state of repair and condition that complies
                    with
                    requirements of applicable laws and is consistent with Sellers’ past
                    practices; and
  (iv)
                to
                    comply with all requirements of applicable Laws and all contractual
                    obligations applicable to the operations of the
                    Business.
  -26-
  SECTION
          4.2.  Access
          and Information .
  From
          the
          date hereof to the Closing Date, the Sellers shall (i) afford to the Buyers
          and
          their officers, employees, accountants, consultants, legal counsel and
          other
          representatives reasonable access during normal business hours, subject
          to
          reasonable advance notice, to all of the properties, agreements, Books
          and
          Records and personnel with respect to the Business and (ii) furnish promptly
          to
          the Buyers all information in the Sellers’ possession concerning the Business as
          the Buyers may reasonably request. Any such access or information shall
          not
          constitute any additional representation or warranty of the Sellers beyond
          those
          expressly set forth herein. In no event shall the Buyers, their officers,
          employees, accountants, consultants, legal counsel, agents or other
          representatives be permitted to conduct Phase II assessments or any other
          sampling or testing of air, soil and/or surface or ground water at, on
          or under
          any real property leased or operated by the Sellers or the Company. The
          Sellers
          shall not be required to provide access to or to disclose information where
          such
          access or disclosure would be prohibited or otherwise limited by any Law
          or
          agreement.
  **ARTICLE
          V**
  **ADDITIONAL
          ACTIONS**
  SECTION
          5.1.  Appropriate
          Action; Consents; Filings .
  (a)  Upon
          the
          terms and subject to the conditions set forth herein, from the date hereof
          until
          the Closing Date, the Sellers and the Buyers shall use their respective
          reasonable best efforts to take, or cause to be taken, all appropriate
          action,
          and do, or cause to be done, and to assist and cooperate with the other
          Parties
          in doing all things necessary, proper or advisable under applicable Law
          or
          otherwise to consummate and make effective the transactions contemplated
          hereby
          as promptly as practicable, including (i) executing and delivering any
          additional instruments necessary, proper or advisable to consummate the
          transactions contemplated hereby, and to carry out fully the purposes of
          this
          Agreement, (ii) making all necessary Filings, and thereafter making any
          other
          required submissions, with respect to the transactions contemplated hereby
          required under any applicable Law and (iii) using reasonable best efforts
          to obtain all Consents of any Governmental Entity or third party necessary
          for
          the consummation of the transactions contemplated hereby, including providing
          Sellers within five (5) Business Days of executing this Agreement information
          that Seller will include in the application to the PRC Authorities to approve
          the equity transfer of Company to Buyers (including but not limited to
          the list
          of Buyer’s post Closing officers and directors of the Company); and (iv) Sellers
          shall cooperate with Buyers regarding the preparation of the Assets in
          Sellers’
Glenrothes, Scotland facility to be shipped within 14 days after the Closing
          to
          Buyers’ facility and LUK shall provide Buyers access to the Glenrothes, Scotland
          facility up through the date of shipment for the limited purpose of such
          preparation of Assets and shipment; provided , however ,
          that
          the Sellers shall not be required to commence any litigation or offer or
          grant
          any accommodation (financial or otherwise) to any third party. In addition
          to
          the foregoing, the Buyers agree to provide such security and assurances
          as to
          financial capability, resources and creditworthiness as may be reasonably
          requested by any Governmental Entity or other third party whose consent
          or
          approval is sought in connection with the transactions contemplated hereby.
          The
          Buyers and the Sellers shall cooperate with each other in connection with
          the
          making of any Filings in accordance with this Section 5.1(a), including
          providing copies of all such documents to the non-filing Party and its
          advisors
          prior to filing and discussing all reasonable additions, deletions or changes
          suggested in connection therewith. All fees payable to any Governmental
          Entity
          in connection with the Filings pursuant to this Section 5.1(a) shall be
          paid by
          the Buyers. The Sellers and the Buyers shall furnish to each other all
          information required for any application or other Filing to be made pursuant
          to
          the rules and regulations of any applicable Law in connection with the
          transactions contemplated hereby.
  -27-
  (b)  From
          the
          date hereof until the Closing Date, the Sellers and the Buyers shall promptly
          notify each other in writing of any pending or, to the Knowledge of the
          Sellers
          or the Buyers, as applicable, threatened action, proceeding or investigation
          by
          any Governmental Entity or any other Person (i) challenging or seeking
          damages
          in connection with the transactions contemplated hereby, or (ii) seeking
          to
          restrain or prohibit the consummation of the transactions contemplated
          hereby or
          otherwise limit the right of the Buyers to own or operate all or any portion
          of
          the Business. The Sellers and the Buyers shall cooperate with each other
          in
          defending any such action, proceeding or investigation, including seeking
          to
          have any stay or temporary restraining order entered by any court or other
          Governmental Entity vacated or reversed.
  SECTION
          5.2.  Public
          Announcements .
  The
          initial press release regarding the transactions contemplated hereby shall
          be
          mutually agreed upon by the Sellers and the Buyers. Neither the Buyers
          nor the
          Sellers shall issue or make any subsequent press release or other public
          statement with respect to the transactions contemplated hereby without
          the prior
          written approval of the other Parties, except as may be required by Law
          or
          applicable stock exchange regulation. Notwithstanding the foregoing, following
          the date hereof, the Sellers and its Affiliates shall have the right to
          disclose
          the transactions contemplated hereby in earnings releases of Northrop Grumman
          Corporation or in discussion with analysts related thereto without the
          prior
          written approval of the Buyers, provided ,
          that
          such disclosure does not identify the Buyers.
  SECTION
          5.3.  U.S.
          Employee Matters .
  (a)  Prior
          to
          the Closing Date, but effective as of the Closing, the Buyers shall make
          offers
          of employment to all of the U.S. Business Employees listed on Schedule
          5.3(a)
          (each such U.S. Business Employee, upon accepting an offer of employment
          from
          the Buyers, a “ U.S.
          Transferred Employee ”).
          Each
          such offer shall include an offer to compensate such U.S. Business Employee
          at a
          base salary or base wages which are equal to the amount of base salary
          or base
          wages in effect on the date of the Closing. Nothing in this Agreement shall
          limit the right of Buyers to terminate the employment of any U.S. Transferred
          Employee following the Closing Date.
  (b)  Subject
          to Section 5.3(c) hereof, as of the first day following the Closing Date,
          all U.S. Transferred Employees shall be permitted to participate in the
          plans,
          programs and arrangements of the Buyers and their Affiliates relating to
          compensation and employee benefits (each, a “ Buyer
          Benefit Plan ”)
          on the
          same terms as similarly situated employees of the Buyers.
  -28-
  (c)  For
          purposes under the Buyer Benefit Plans, each U.S. Transferred Employee
          shall be
          credited with all years of service for which such U.S. Transferred Employee
          was
          credited before the Closing Date under any comparable U.S. Benefit Plans,
          except
          to the extent such credit would result in a duplication of benefits. In
          addition, and without limiting the generality of the foregoing: (i) each
          U.S.
          Transferred Employee shall (x) be immediately eligible to participate,
          without
          any waiting time, in any and all Buyer Benefit Plans to the extent that
          coverage
          under such Buyer Benefit Plans replaces coverage under comparable U.S.
          Benefit
          Plans in which such U.S. Transferred Employee participated immediately
          before
          the Closing Date , or (y) with respect to health benefits, Buyers shall
          pay the
          cost of such U.S. Transferred Employee’s COBRA continuation coverage until such
          Employee is eligible to participate in Buyers’ health plans; and (ii) for
          purposes of each Buyer Benefit Plan providing medical, dental, pharmaceutical
          and/or vision benefits to any U.S. Transferred Employee, the Buyers shall
          cause
          all pre-existing condition exclusions and actively-at-work requirements
          of such
          Buyer Benefit Plan to be waived for such U.S. Transferred Employee and
          his or
          her covered dependents, and the Buyers shall cause any eligible expenses
          incurred by such U.S. Transferred Employee and his or her covered dependents
          during the portion of the plan year of the U.S. Benefit Plan ending on
          the date
          such U.S. Transferred Employee’s participation in the corresponding Buyer
          Benefit Plan begins to be taken into account under such Buyer Benefit Plan
          for
          purposes of satisfying all deductible, coinsurance and maximum out-of-pocket
          requirements applicable to such U.S. Transferred Employee and his or her
          covered
          dependents for the applicable plan year as if such amounts had been paid
          in
          accordance with such Buyer Benefit Plan. For purposes of clause (ii) of
          the
          preceding sentence, the Buyers shall take all steps necessary such that
          each of
          the applicable Buyer Benefit Plans constitutes “another group health plan” for
          purposes of Treas. Reg. § 54.4980B-7 Q&A 2. The Buyers shall execute
          the Sellers’ standard form of Health Plan Certification prior to the Sellers’
delivery of information pursuant to this Section 5.3(c).
  (d)  The
          Buyers shall (i) credit each of the U.S. Transferred Employees with an
          amount of
          paid vacation and sick leave days following the Closing Date equal to the
          amount
          of vacation time and sick leave days each such U.S. Transferred Employee
          has
          accrued but not yet used or cashed out as of the Closing Date under the
          Sellers’
vacation and sick leave policies as in effect immediately prior to the
          Closing
          Date, and (ii) allow each of the U.S. Transferred Employees to use such
          accrued
          vacation and sick leave days at such times as each would have been allowed
          under
          the Sellers’ vacation and sick leave policies as in effect immediately prior to
          the Closing Date, subject in all other respects to the terms and conditions
          of
          the Buyers’ vacation and sick leave policies as in effect from time to
          time.  In addition, the Buyers agree to indemnify and hold the Sellers and
          their Affiliates harmless from and against any claims by any of the U.S.
          Transferred Employees or by a Governmental Entity that arise solely by
          reason of
          the Sellers not paying out accrued and unused vacation and sick leave days
          to
          the U.S. Transferred Employees in connection with the transactions contemplated
          in this Agreement and the termination of such U.S. Transferred Employees’
employment with Sellers pursuant to such transactions.
  (e)  Following
          the Closing Date, the Buyers shall, to the maximum extent permitted by
          applicable Law, bear the sole liability and obligation to provide compensation
          and benefits to any U.S. Transferred Employee entitled to compensation
          and
          benefits pursuant to the Uniformed Services Employment and Reemployment
          Rights
          Act.
  -29-
  (f)  The
          Sellers shall be solely responsible for any notices required to be given
          under,
          and otherwise comply with, the Workers Adjustment and Retraining Notification
          Act (“ WARN ”)
          or
          similar laws or regulations of any jurisdiction relating to any plant closing
          or
          mass layoff (or similar triggering event) caused by the Sellers with respect
          to
          its employees on or before the Closing Date. The Buyers shall be solely
          responsible for any notices required to be given under, and otherwise comply
          with, WARN or similar laws or regulations of any jurisdiction relating
          to any
          plant closing or mass layoff (or similar triggering event) caused by the
          Buyers
          with respect to the Transferred Employees after the Closing Date.
          Notwithstanding anything in this Agreement to the contrary, the Buyers
          shall be
          solely responsible for any and all liability that may arise under WARN
          or
          similar laws or regulations as a result of the Buyers’ failure to offer
          employment to all of the Business Employees.
  SECTION
          5.4.  China
          Employee Matters .
  (a)  From
          and
          after the Closing Date, the Buyers shall automatically inherit all existing
          employees and employer obligations as stated in any labor contracts or
          other
          employment documents, as mandated by Law. The Buyers shall, and shall cause
          the
          Company to, continue the employment of all of the Business Employees of
          the
          Company (each such Business Employee, a “ China
          Business Employee ”)
          at the
          base salary or base wages, at a target cash bonus opportunity, at the same
          location, and upon such other terms and conditions of employment, in each
          case
          that are the same as were in effect immediately prior to the Closing Date.
  (b)  Immediately
          following the Closing Date the Buyers shall cause the Company to provide
          the
          China Business Employees with compensation and employee benefits that are
          at
          least the same as the compensation and employee benefits provided to them
          immediately before the Closing Date and to the extent that any benefits
          or
          compensation terms are included in or considered a part of a China Business
          Employee’s labor contract, the Buyers shall obtain the China Business Employee’s
          consent before making any changes in the terms of the benefits or compensation,
          as required under PRC law. Nothing in this Agreement shall limit the right
          of
          Buyers or the Company to terminate the employment of any China Business
          Employee
          following the Closing Date to the extent permitted by such China Business
          Employee’s labor contract or applicable PRC law.
  SECTION
          5.5.  U.K.
          Employee Matters
  For
          the
          purposes of this Section 5.5, “ Liabilities ”
shall
          mean all costs, expenses, losses, damages, claims, proceedings, awards,
          fines,
          orders and other liabilities (including reasonable legal and other professional
          fees and expenses) whenever arising or brought.
  (a)  LUK,
          Simclar Group Limited and Simclar Interconnect Technologies Limited acknowledge
          that pursuant to the TUPE Regulations the contracts of employment between
          LUK
          and the U.K. Business Employees (except in so far as such contracts relate
          to
          any occupational pension scheme as defined in Regulation 7 of the TUPE
          Regulations) will have effect from and including the Closing as if originally
          made between the Buyers and the U.K. Business Employees.
  -30-
  (b)  LUK,
          Simclar Group Limited and Simclar Interconnect Technologies Limited agree
          that
          the provisions of this Section 5.5 will apply irrespective of whether or
          not the
          TUPE Regulations apply as a matter of law.
  (c)  All
          U.K.
          Employment Costs in respect of the period:
 (i)
                  up
                      to Closing (whether or not due for payment at that date) will
                      be borne by
                      the Sellers; and
  (ii)
                  on
                      and after Closing will be borne by the
                      Buyers.
  (d)  The
          Sellers will keep the Buyers indemnified in full against all Liabilities
          arising
          directly or indirectly in connection with:
 (i)
                  the
                      employment or termination of employment by the Sellers of any
                      of the U.K.
                      Business Employees (whether or not terminated by notice and,
                      if so
                      terminated, whenever that notice expires) up to Closing;
  (ii)
                  any
                      act, omission or default of the Sellers up to Closing in respect
                      of the
                      employment by the Seller of the U.K. Business Employees provided
                      that this
                      indemnity will not apply to the extent that the Buyers has
                      any right of
                      recovery under any employer’s liability or similar insurance policy;
                      and
  (iii)
                  the
                      Seller’s failure to inform or consult as required under Regulation
                      10 of
                      the TUPE Regulations except to the extent that any such Liabilities
                      (or
                      part thereof) arise from any failure by the Buyers to give
                      the Sellers the
                      information required from the Buyers to enable the Sellers
                      to comply with
                      its obligations under the
                      Regulations.
  (e)  The
          Buyers will keep the Sellers indemnified in full against all Liabilities
          arising
          directly or indirectly in connection with:
 (i)
                  the
                      employment of or termination of employment by the Buyers of
                      one or any of
                      the U.K. Business Employees (whether or not terminated by notice
                      and, if
                      so terminated, whenever that notice expires) from Closing;
  (ii)
                  any
                      act, omission or default of the Buyers before or after Closing
                      in respect
                      of the employment by the Buyers of any of the U.K. Business
                      Employees on
                      or after Closing;
  (iii)
                  the
                      Buyers’ failure to give the Sellers the information required from the
                      Buyers to enable the Sellers to comply with its obligations
                      under the TUPE
                      Regulations; and
  -31-
  (iv)
                  any
                      actual, proposed or anticipated changes by the Buyers to the
                      terms and
                      conditions of employment of the U.K. Business Employees (except
                      in so far
                      as the changes relate to any occupational pension scheme as
                      defined in
                      Regulation 7 of the TUPE Regulations) and any change in the
                      identity of
                      the employer which is or is alleged to be to the U.K. Business
                      Employees’
                      detriment.
  (f)  Where
          one
          Party is obliged to indemnify another under this Section 5.5, the Parties
          will
          cooperate fully with each other in relation to the Liability and no Party
          is to
          settle a claim without the prior written consent of the indemnifying party,
          such
          consent not to be unreasonably withheld or delayed.
  SECTION
          5.6.  Preservation
          of Books and Records .
  For
          a
          period of six (6) years from the Closing Date:
  (a)  The
          Buyers shall not dispose of or destroy any of the books and records relating
          to
          the Business relating to periods prior to the Closing (the “ Books
          and Records ”)
          without first offering to turn over possession thereof to the Sellers by
          written
          notice to the Sellers at least sixty (60) days prior to the proposed date
          of
          such disposition or destruction.
  (b)  The
          Buyers shall allow the Sellers and their agents access to all Books and
          Records
          on reasonable notice and at reasonable times at the Buyers’ principal place of
          business or at any location where any Books and Records are stored, and
          the
          Sellers shall have the right, at their own expense, to make copies of any
          Books
          and Records; provided , however ,
          that
          any such access or copying shall be had or done in such a manner so as
          not to
          unduly interfere with the normal conduct of the Buyers’ business.
  (c)  The
          Buyers shall make available to the Sellers upon reasonable notice to the
          Sellers
          and at reasonable times and upon written request (i) the Buyers’ personnel to
          assist the Sellers in locating and obtaining any Books and Records, and
          (ii) any
          of the Buyers’ personnel whose assistance or participation is reasonably
          required by the Sellers or any of their Affiliates in anticipation of,
          or
          preparation for, existing or future litigation or other matters in which
          the
          Sellers or any of their Affiliates are involved. The Sellers shall reimburse
          the
          Buyers for the Buyers’ reasonable out-of-pocket third party expenses incurred in
          performing the covenants contained in this Section 5.6.
  SECTION
          5.7.  Tax
          Matters .
  (a)  After
          the
          Closing, the Buyers shall provide to the Sellers such information and
          assistances as is reasonably requested by the Sellers for the purpose of
          determining the Sellers’ (or their Affiliates’) liability for Taxes, including
          the availability to the Sellers (or their Affiliates) of any foreign tax
          credits
          in respect of the Company. Without limiting the generality of the foregoing,
          the
          Buyers shall provide copies of any Income Tax Returns of the Company that
          are
          filed after the Closing in respect of periods that end on or before the
          Closing
          Date or that include the Closing Date no later than ten (10) days after
          the
          filing of such Tax Returns. The Buyers’ reasonable out-of-pocket third party
          expenses incurred in performing the covenants contained in this Section
          5.7(a)
          shall be reimbursed by Sellers.
  -32-
  (b)  Except
          to
          the extent required by Law, neither the Buyers, the Company, nor any of
          their
          Affiliates, shall without the prior written consent of the Sellers, which
          shall
          not be unreasonably withheld, amend any Tax Return filed by, or with respect
          to
          such Company for any taxable period, or portion thereof, beginning before
          the
          Closing Date.
  (c)  Notwithstanding
          Section 5.6 hereof, no Books and Records relating to Taxes (including,
          without
          limitation, Tax Returns, supporting schedules and data) in respect of the
          Assets
          or the Company shall be destroyed without first advising the Sellers, in
          writing, identifying such Books and Records and giving the Sellers, at
          least
          sixty (60) days notice to obtain possession thereof.
  SECTION
          5.8.  Mail;
          Payments .
  (a)  The
          Sellers authorize and empower the Buyers on and after the Closing Date
          to
          receive and open all mail and other communications received by the Buyers
          relating to the Business and to deal with the contents of such mail and
          other
          communications in good faith and in a proper manner. The Sellers shall
          promptly
          deliver to the Buyers any mail or other communication received by the Sellers
          after the Closing Date pertaining to the Business.
  (b)  The
          Sellers shall promptly pay or deliver to the Buyers any monies or checks
          which
          have been mistakenly sent after the Closing Date by customers to the Sellers
          and
          which should have been sent to the Buyers.
  (c)  The
          Sellers agree that the Buyers have the right and authority to endorse,
          without
          recourse, any check or other evidence of indebtedness received by the Buyers
          in
          respect of any note or account receivable transferred to the Buyers, pursuant
          to
          this Agreement and the Sellers shall furnish the Buyers such evidence of
          this
          authority as the Buyers may request.
  (d)  The
          Buyers shall promptly pay or deliver to the Sellers any monies or checks
          which
          have been mistakenly sent after the Closing Date to the Buyers and which
          should
          have been sent to the Sellers.
  SECTION
          5.9.  Resignation
          of Directors .
  The
          Sellers shall cause all those officers and members of the board of directors
          of
          the Company listed on Schedule 5.9 of the Seller Disclosure Schedules to
          resign from their positions effective as of or prior to the Closing, unless
          otherwise agreed to by the Buyers and the Sellers. After the Closing Date,
          the
          Buyers shall promptly prepare and file, or cause the Company to file, all
          governmental filings necessary to effect the resignation of any director
          resigning pursuant to this Section 5.9.
  SECTION
          5.10.  Corporate
          Documents and Name Changes .
  (a)  At
          the
          time that Sellers submit to the PRC authorities the application to approve
          the
          equity transfer of the Company to Buyers, Sellers shall include a request
          to
          amend LESC’s corporate documents, and make any other necessary filings in order
          to change the name of LESC to remove the name “Litton” alone or in combination
          with any other words or terms or variation of such words or terms and to
          reflect
          the change in ownership of LESC.
  -33-
  (b)  No
          later
          than thirty (30) days after the Closing Date, the Buyers shall (i) submit
          documents to LESC’s local registration authorities necessary to register LESC’s
          amended articles of association and amend the business license of the Company,
          and amend the, seals, letterheads, statements of account and invoices and
          other
          documentation of LESC, (ii) amend the relevant commercial or other public
          registers, (iii) and make any and all necessary filings required under
          applicable Law in connection with the Business as necessary to exclude
          any
          reference to the Sellers, “Northrop Grumman”, or “Litton”.
  (c)  The
          Sellers hereby grant the Buyers a worldwide, non-exclusive, fully-paid,
          royalty-free license to use as a trademark or service mark any of the Sellers’
names or the “Litton” name until three (3) months after the Closing Date, at
          which time the Buyers shall cease doing business under, or utilizing any
          such
          trademarks, service marks or names.
  SECTION
          5.11.  Intellectual
          Property Agreements .
  (a)  The
          Sellers shall execute and deliver the Intellectual Property Assignment
          at the
          Closing. Recordation of such assignment and any other documents with the
          appropriate government offices and any related fees or expenses shall be
          solely
          the responsibility of the Buyers.
  (b)  The
          Buyers agree that the Business Intellectual Property transferred pursuant
          to
          this Agreement is subject to a retained, irrevocable, worldwide, perpetual,
          non-exclusive, transferable, sublicensable, fully-paid, royalty-free license
          to
          the Sellers (the “ Retained
          License ”).
          The
          Retained License shall include, without limitation, the right to make and
          have
          made, use and have used (including operate and maintain), import, sell
          and offer
          to sell, or otherwise dispose of, in any manner and to any Person, any
          products
          and perform or have performed any method, process or service, in each case
          which
          are covered by or otherwise utilized in any manner by any Business Intellectual
          Property transferred to the Buyers, including, without limitation, the
          right to
          practice any method or process for use in the manufacture of such products
          or to
          provide or have provided such services and to use, copy, incorporate, modify,
          display, perform, reproduce, prepare derivative works of, distribute and
          exercise all other rights with respect thereto. Notwithstanding the foregoing,
          the Sellers shall not have the right to use any Business Intellectual Property
          covered by the Retained License in connection with the business currently
          conducted by the Business.
  (c)  Without
          limiting the provisions of this Section 5.11, at any time after the Closing
          Date, to the extent that the Sellers discover any Intellectual Property
          which
          was inadvertently or otherwise mistakenly transferred to the Buyers or
          retained
          with a Company, the Buyers shall cooperate with the Sellers and shall execute
          and deliver (or cause to be executed and delivered) any instruments of
          transfer
          or assignment necessary to transfer and assign such Intellectual Property
          back
          to the Sellers, or otherwise re-vest in the Sellers title to such Intellectual
          Property. The Sellers shall be responsible for reasonable costs relating
          to the
          preparation and the filing or other recordation of any instruments of transfer
          or recordation incident to such re-vestment.
  -34-
  SECTION
          5.12.  Confidentiality .
  The
          Parties covenant and agree that neither they nor any of their respective
          Affiliates or representatives shall at any time disclose, directly or
          indirectly, any of the terms or conditions of this Agreement, except (a)
          with
          the other Party’s prior written consent, (b) if the disclosure thereof is
          required by applicable Law, regulation, legal process or stock exchange
          regulation, in which case the disclosing Party shall use commercially reasonable
          efforts to give prior written notice to the non-disclosing Party of such
          required disclosure, or (c) in connection with the enforcement of its rights
          or
          satisfaction of their obligations hereunder. Notwithstanding anything to
          the
          contrary contained in this Agreement, the Parties and/or their respective
          Affiliates (and each representative of the Parties) may disclose to any
          and all
          Persons, without limitation of any kind, the tax treatment and tax structure
          of
          the transactions contemplated by this Agreement and all materials of any
          kind
          (including opinions or other tax analyses) that are provided to the taxpayer
          relating to such tax treatment and tax structure.
  SECTION
          5.13.  Export/Import
          Compliance .
  (a)  Buyers
          acknowledge that LSI is a registered manufacturer of defense articles,
          including
          at the Springfield Facility, and that Buyers are registered, or will register,
          themselves and/or their assembly operations at the Springfield, Missouri
          facility with the U.S. Department of State, pursuant to 22 CFR 122.1. The
          Buyers
          agree to cooperate with the Sellers, both before and after the Closing
          Date, and
          to take all acts necessary to accomplish the transfer of any export or
          import
          license(s), technical assistance agreements, and manufacturing license
          agreements utilized by the Business, if any, including but not limited
          to those
          granted under the U.S. International Traffic in Arms Regulations, the U.S.
          Export Administration Regulations or US Customs and Border Protection
          Regulations, as applicable.
  (b)  As
          of the
          Closing Date the Buyers shall cease using the U.S. Importer of Record numbers
          of
          LSI and its Affiliates and shall instead use its own import numbers and
          bonds,
          and Buyers shall indemnify LSI and its Affiliates from any claims, fees,
          penalties, costs, and expenses arising from Buyers’ use of the U.S. Importer of
          Record numbers of LSI and its Affiliates.
  SECTION
          5.14.  Transition
          Services
  The
          Parties agree to negotiate and execute the LSI Property License in the
          form of Exhibit
          C and a
          Transition Services Agreement for reasonable services on customary terms
          for a
          period of time equal to the term of the LSI Property Lease, that shall
          be
          entered into prior to the Closing Date but shall be effective as of the
          Closing.
  SECTION
          5.15.  Repayment
          of Indebtedness
  The
          Sellers shall cause the Company to repay prior to the Closing all indebtedness
          for borrowed money that is outstanding prior to the Closing Date and to
          obtain
          the release of any Encumbrances securing such indebtedness.
  -35-
  SECTION
          5.16.  Circuit
          Board Manufacturing.
  For
          a
          period eighteen (18) months following the Closing Date, Sellers shall provide
          Buyers with not less than six (6) months notice prior to ceasing the manufacture
          of circuit boards at the Springfield Facility.
  SECTION
          5.17.  Winchester
          Electronics (Suzhou) Co. Ltd. Asset Transfer .
  In
          the
          event that the ongoing asset transfer transaction between Winchester Electronics
          (Suzhou) Co. Ltd. and the Company pursuant to the asset transfer agreement
          between those parties dated as of September 1, 2005 and amended as of December
          2, 2005 (the " WESC-Company
          Asset Transfer ")
          has
          not closed prior to the Closing Date, Buyers agree to cooperate with Sellers
          following the Closing Date to complete the WESC-Company Asset Transfer.
          Such
          cooperation by Buyers shall include causing Company, Buyers and their Affiliates
          to take all necessary and reasonably required actions to complete the
          WESC-Company Asset Transfer including without limitation, if requested
          by
          Sellers, their Affiliates, WESC, or any PRC authorities, causing LESC to
          receive
          the WESC Company Asset Transfer funds in connection with such transfer,
          furnishing any information requested by the PRC authorities in connection
          with
          the WESC-Company Asset Transfer, and executing any documents necessary
          to
          effectuate the WESC-Company Asset Transfer; provided , however ,
          that
          Sellers shall reimburse Buyers for any reasonable out of pocket expenses
          incurred by Buyers as a result of providing such cooperation.
  SECTION
          5.18.  LESC
          Dividend .
  (a)  Buyers
          agree to take all actions necessary and required to remit to LSII, no later
          than
          August 31, 2006, an amount of cash (which amount shall not be subject to
          offset
          against any other amounts which may be due from Sellers to Buyers under
          the
          terms of this Agreement except as set forth in this Section 5.18(a)) equal
          to
          that amount that would be legally permitted to be dividended by the Company
          based on the Company’s 2005 audited financial statements and 2005 tax returns
          minus $1,800,000, net of (i) any Taxes Buyers or the Company have paid
          with
          respect to such dividend, and (ii) to the extent not already paid by Sellers,
          any reasonable third party out of pocket expenses of Buyers or the Company
          in
          connection with effectuating such dividend and remittance. For purposes
          of
          determining the amount of cash that the Company may distribute as dividends
          pursuant to this Section 5.18(a), Buyers agree that the Company will make
          only
          the minimum allocation to its statutory funds required by applicable PRC
          laws
          and regulations.
  (b)  Buyers
          agree to take all actions necessary and required to remit to LSII, no later
          than
          August 31, 2007, an amount of cash (which amount shall not be subject to
          offset
          against any other amounts which may be due from Sellers to Buyers under
          the
          terms of this Agreement except as set forth in this Section 5.18(b)) equal
          to
          (x) that amount that would be legally permitted to be divdended by the
          Company
          based on the Company’s 2006 audited financial statements and 2006 tax returns,
          net of (i) any Taxes Buyers or the Company have paid with respect to such
          dividend, and (ii) to the extent not already paid by Sellers, any reasonable
          third party out of pocket expenses of Buyers or the Company in connection
          with
          effectuating such dividend and remittance, multiplied by (y) the quotient
          derived by dividing (i) the number of days that elapse between January
          1, 2006
          and the Closing Date, by (ii) 365. For purposes of determining the amount
          of
          cash that the Company may distribute as dividends pursuant to this Section
          5.18(b), Buyers agree that the Company will make only the minimum allocation
          to
          its statutory funds required by applicable PRC laws and
          regulations.
  -36-
  (c)  In
          no
          event shall the total amount dividended pursuant to Sections 5.18(a) and
          (b)
          exceed in the aggregate the total amount of cash on the Company’s balance sheet
          as of the Closing Date, less $1,800,000.
  SECTION
          5.19.  Noncompetition .
  For
          a
          period of three (3) years after the Closing Date, Sellers shall not, directly
          or
          indirectly, engage in the business of assembling and selling complex,
          high-performance electronic back plane assemblies for electronic products
          (the
“ Competing
          Business ”)
          or
          enter into any arrangement (contractual or otherwise) pursuant to which
          any
          other Person agrees on behalf of Seller to do any of the foregoing.
          Notwithstanding anything to the contrary, Sellers may invest in any Person
          or
          consummate (by merger, consolidation, stock purchase, asset acquisition
          or
          otherwise) an acquisition of the business or assets of any Person so long
          as no
          more than 10% of that Person’s annual revenues from a Competing Business, and
          the Seller may continue to engage in the Competing Business of such Person
          subsequent to any investment or acquisition, but Sellers shall use their
          best
          efforts to divest the Competing Business within 12 months after investing
          or
          acquiring it. Nothing herein shall prohibit the Sellers from continuing
          to
          conduct the business they engage in as of the date of this Agreement. This
          covenant not to compete shall not apply to any product or component acquired
          by
          the Sellers from a vendor and included as a component in a product sold
          by the
          Sellers or resold by the Sellers.
  **ARTICLE
          VI**
  **CONDITIONS
          PRECEDENT**
  SECTION
          6.1.  Conditions
          to Obligations of Each Party Under This Agreement .
  The
          respective obligations of each Party to effect the transactions contemplated
          hereby shall be subject to the satisfaction at or prior to the Closing
          Date of
          the following conditions, any or all of which may be waived by agreement
          of the
          Buyers and the Sellers, in whole or in part, to the extent permitted by
          applicable Law.
  (a)  No
          Injunction .
          No
          Governmental Entity or federal or state court of competent jurisdiction
          shall
          have enacted, issued, promulgated, enforced or entered any statute, rule,
          regulation, executive order, decree, judgment, injunction or other order
          (whether temporary, preliminary or permanent), in any case which is in
          effect
          and which prevents or prohibits consummation of the transactions contemplated
          hereby; provided , however ,
          that
          each of the Parties shall use its best efforts to cause any such executive
          order, decree, judgment, injunction or other order to be vacated or
          lifted.
  (b)  Non-U.S.
          Government Approval .
          The
          non-U.S. Governmental Entities set forth on Schedule 6.1(b) of the Seller
          Disclosure Schedules shall have taken the actions set forth beside their
          names
          on such Schedule or the applicable waiting periods shall have expired or
          been
          terminated.
  SECTION
          6.2.  Additional
          Conditions to Obligations of the Buyers .
  The
          obligations of the Buyers to effect the transactions contemplated hereby
          are
          also subject to the satisfaction at or prior to the Closing Date of the
          following conditions, any or all of which may be waived by the Buyers in
          writing, in whole or in part, to the extent permitted by applicable Law:
  (a)  Representations
          and Warranties .
          The
          representations and warranties of the Sellers contained in Article II
          hereof shall be true and correct when made and on the Closing Date (except
          for
          representations and warranties that are made as of a specific date, which
          shall
          be true and correct as of that date), except to the extent that any failures
          of
          such representations and warranties to be so true and correct, would not,
          individually or in the aggregate, have a Business Material Adverse
          Effect.
  -37-
  (b)  Agreements
          and Covenants .
          The
          Sellers shall have performed or complied with, in all material respects,
          all
          agreements and covenants required by this Agreement to be performed or
          complied
          with by them on or prior to the Closing Date.
  (c)  Officer’s
          Certificate .
          The
          Sellers shall have delivered to the Buyers a certificate executed on their
          behalf by their duly authorized officers certifying that the conditions
          set
          forth in Sections 6.2(a) and (b) hereof have been satisfied.
  SECTION
          6.3.  Additional
          Conditions to Obligations of the Sellers .
  The
          obligations of the Sellers to effect the transactions contemplated hereby
          are
          also subject to the satisfaction at or prior to the Closing Date of the
          following conditions, any or all of which may be waived by the Sellers
          in
          writing, in whole or in part, to the extent permitted by applicable Law:
  (a)  Representations
          and Warranties .
          The
          representations and warranties of the Buyers contained in Article III
          hereof shall be true and correct when made and on the Closing Date (except
          for
          representations and warranties that are made as of a specific date, which
          shall
          be true and correct as of that date), except to the extent that any failures
          of
          such representations and warranties to be so true and correct, would not,
          individually or in the aggregate, have a material adverse effect on the
          business
          operations, assets or liabilities of the Sellers and the ability of the
          Buyers
          to consummate the transactions contemplated hereby.
  (b)  Agreements
          and Covenants .
          The
          Buyers shall have performed or complied in all material respects with all
          agreements and covenants required by this Agreement to be performed or
          complied
          with by it on or prior to the Closing Date.
  -38-
  (c)  Officer’s
          Certificate .
          The
          Buyers shall have delivered to the Sellers a certificate executed on its
          behalf
          by its duly authorized officer certifying that the conditions set forth
          in
          Sections 6.3(a) and (b) hereof have been satisfied.
  (d)  Approval
          Certificate .
          The
          Sellers shall have obtained the Approval Certificate.
  **ARTICLE
          VII**
  **TERMINATION**
  SECTION
          7.1.  Termination .
  This
          Agreement may be terminated at any time prior to the Closing Date:
  (a)  by
          mutual
          written agreement of the Buyers and the Sellers; or
  (b)  by
          written notice by either the Buyers or the Sellers, by the terminating
          Party to
          the other Party, if:
  (i)  the
          transactions contemplated hereby shall not have been consummated by 5:00
          p.m.,
          New York City time on April 28, 2006 (the “ End
          Date ”); provided , however ,
          that
          the right to terminate this Agreement under this Section 7.1(b)(i) shall
          not be
          available to any Party whose breach of any provision of this Agreement
          has
          resulted in the failure of the transactions contemplated hereby to occur
          on or
          before the End Date; or
  (ii)  there
          shall be any Law that makes consummation of all of the transactions contemplated
          hereby illegal or otherwise prohibited or any judgment, injunction, order
          or
          decree of any Governmental Entity having competent jurisdiction enjoining
          the
          Buyers or any of the Sellers from consummating all of the transactions
          contemplated hereby is entered and such judgment, injunction, order or
          decree
          shall have become final and nonappealable and, prior to such termination,
          the
          Parties shall have used their respective commercially reasonable best efforts
          to
          resist, resolve or lift, as applicable, such judgment, injunction, order
          or
          decree; or
  (c)  by
          written notice from the Buyers, if a breach of any representation, warranty,
          covenant or agreement on the part of the Sellers set forth herein shall
          have
          occurred, is not cured within thirty (30) days after written notice thereof
          from
          the Buyers to the Sellers, would cause the conditions set forth in Section
          6.2(a) or (b) hereof not to be satisfied, and such condition shall be incapable
          of being satisfied by the End Date; or
  (d)  by
          written notice from the Sellers, if a breach of any representation, warranty,
          covenant or agreement on the part of the Buyers set forth herein shall
          have
          occurred, is not cured within thirty (30) days after written notice thereof
          from
          the Sellers to the Buyers, would cause the conditions set forth in Section
          6.3(a) or (b) hereof not to be satisfied, and such condition shall be incapable
          of being satisfied by the End Date.
  SECTION
          7.2.  Effect
          of Termination .
  -39-
  Termination
          of this Agreement pursuant to Section 7.1 hereof shall terminate all rights
          and
          obligations of the Parties hereunder and this Agreement shall become void
          and
          have no force or effect. Upon such termination, none of the Parties shall
          have
          any liability to the other Parties hereunder. Notwithstanding the foregoing,
          this Section 7.2 and Section 8.2(k) hereof and Article IX hereof shall
          remain in
          effect, and no Party shall be relieved from any liability for any breach
          of any
          of its covenants or agreements in this Agreement prior to such termination.
  **ARTICLE
          VIII**
  **SURVIVAL;
          INDEMNIFICATION**
  SECTION
          8.1.  Covenants
          and Agreements .
  The
          covenants and agreements contained herein to be fully performed or complied
          with
          at or prior to the Closing shall not survive the Closing. The covenants
          and
          agreements contained in Articles I through VII herein to be performed or
          complied with after the Closing (and any right to indemnification for breach
          thereof) shall survive the Closing until six (6) months after the indemnified
          party obtains Knowledge of such breach, and shall thereupon expire together
          with
          any right to indemnification for breach thereof, except to the extent an
          Indemnification Notice shall have been given prior to such date in accordance
          with Section 8.2 hereof.
  SECTION
          8.2.  Indemnification .
  (a)  Indemnification .
          If the
          Closing shall occur, and subject to the provisions of this Section 8.2,
          (i) the
          Sellers hereby agree to indemnify and hold harmless the Buyer Indemnified
          Parties from and against any and all Losses which are incurred or suffered
          by
          the Buyer Indemnified Parties or any of them by reason of a Buyer
          Indemnification Event, and (ii) the Buyers hereby agree to indemnify the
          Seller
          Indemnified Parties from and against any and all Losses which are incurred
          or
          suffered by the Seller Indemnified Parties or any of them by reason of
          a Seller
          Indemnification Event.
  (b)  Definitions .
          For
          purposes of this Article VIII the following terms shall have the meanings
          set
          forth below:
  (i)
                a
                    “Buyer
                    Indemnification Event”
                    is (w) the failure of any representation or warranty made by
                    the Sellers
                    in Article II to be true and correct when made or deemed to have been
                    made, (x) the breach in any material respect of any covenant
                    or agreement
                    made by the Sellers in this Agreement that survives the Closing,
                    or (y)
                    any Losses (including any Environmental Losses) by any of the
                    Buyer
                    Indemnified Parties relating to, arising from or in connection
                    with the
                    Excluded Assets or the Retained Liabilities (with respect to
                    this
                    clause (y) only, without regard to when such Losses are incurred or
                    when an Indemnification Notice is given (as long as such notice
                    has been
                    provided in the manner required by this Article VIII));provided,however,
                    that any claim for Losses which may be made under either clause
                    (w) or (y)
                    shall only be made under clause (w) hereof;
  -40-
  (ii)
                a
                    “Seller
                    Indemnification Event”
                    is (v) the failure of any representation or warranty made by
                    the Buyers in
                    Article III to be true and correct as of the date made, (w) the
                    breach in any material respect of any covenant or agreement made
                    by the
                    Buyers in this Agreement that survives the Closing, (x) any Losses
                    (including any Environmental Losses) by any of the Seller Indemnified
                    Parties relating to, arising from or in connection with the Assumed
                    Liabilities, (y) any Losses by any of the Seller Indemnified Parties
                    relating to, arising from or in connection with any contracts
                    the rights
                    of which have been assigned to the Buyers under the terms of
                    Section
                    1.8(a) hereof, or (z) any Losses by any of the Seller Indemnified
                    Parties
                    arising out of the Buyers’ ownership or operation of the Company, the
                    Assets or the Business from and after the Closing, other than
                    the Retained
                    Liabilities;
  (iii)
                an
                    “Indemnification
                    Event”
                    is either a Buyer Indemnification Event or a Seller Indemnification
                    Event
                    as the context may require;
  (iv)
                an
                    “Indemnification
                    Notice”
                    is a written notice in reasonable detail delivered to the Seller
                    Indemnified Parties by the Buyers, or to the Buyer Indemnified
                    Parties by
                    the Sellers, as applicable, stating a demand for indemnification
                    in
                    accordance with this Section 8.2;
                    and
  (v)
                “Losses”
                    are any and all losses, damages, liabilities, obligations, costs,
                    demands,
                    claims, actions, causes of action, and expenses (including, without
                    limitation, reasonable attorneys’ fees and disbursements) sustained,
                    suffered or incurred by the Party seeking indemnification as
                    a result of
                    any Indemnification Event;provided,however,
                    that Losses shall not include (y) consequential damages, special
                    damages,
                    punitive damages, or lost profits, or (z) any amounts which have
                    been
                    taken into account in calculation of any Purchase Price
                    Adjustment.
  (c)  Customer
          Relations .
          Notwithstanding any other provision of this Agreement to the contrary,
          Buyers’
Losses resulting from a breach by Sellers of Section 2.16(a) or (b) shall
          be
          deemed to be equal to (i) the percentage reduction in the forecast for
          the
          customer shown on Exhibit I delivered as of the date of this Agreement
          and the
          forecast for the customer shown on Exhibit I delivered as of the Closing
          Date
          divided by the forecasted sales for that customer shown on Exhibit I delivered
          as of the Closing Date, multiplied by (ii) the maximum penalty for that
          customer
          shown on Exhibit I delivered as of the signing of this Agreement.
          Notwithstanding anything to the contrary herein, the provision of this
          Section
          8.2(c) shall be the sole and exclusive remedy of the Buyer Indemnified
          Parties
          with respect to any breach of Section 2.16(a) or (b) of this Agreement.
  -41-
  (d)  Deductible .
          The
          Sellers shall not indemnify the Buyer Indemnified Parties, and the Buyer
          Indemnified Parties shall not be entitled to recover any amount for any
          Buyer
          Indemnification Events, until and unless the amount which the Buyer Indemnified
          Parties are entitled to recover in respect of such claims exceeds, in the
          aggregate, $100,000 (the “ Deductible ”),
          in
          which event, subject to paragraph (e) below, the entire amount which the
          Buyer
          Indemnified Parties are entitled to recover in respect of such claims less
          the
          Deductible shall be payable. No Losses in respect of a claim based on a
          Buyer
          Indemnification Event shall be included in determining whether the Deductible
          has been reached unless an Indemnification Notice seeking indemnification
          for
          such Losses has been given by the Buyer Indemnified Parties to the Sellers
          in
          accordance with this Section 8.2 and such Losses have been determined by
          the
          Sellers in their reasonable judgment to result from an Indemnification
          Event.
          Notwithstanding the foregoing, the Deductible shall not apply to any Losses
          from
          a Buyer Indemnification Event described in clause (y) of Section
          8.2(b)(i).
  (e)  Threshold
          Amounts .
          Any and
          all claims based on a Buyer Indemnification Event that involve Losses of
          less
          than $5,000 shall not be entitled to indemnification under this
          Article VIII and shall not be counted toward satisfaction of the
          Deductible.
  (f)  Cap .
          The
          maximum aggregate amount recoverable by the Buyer Indemnified Parties for
          any
          and all Buyer Indemnification Events under this Section 8.2 shall in the
          aggregate be equal to twenty percent (20%) of the Purchase Price, provided
          that
          the foregoing limitation shall not apply to any Buyer Indemnification Event
          described in clause (y) of Section 8.2(b)(i) or to Losses resulting from
          the
          Sellers’ breach of Section 2.16(a) (the sole and exclusive remedy for which is
          in Section 8.2(c) of this Agreement).
  (g)  Survival .
          The
          representations and warranties contained herein (as supplemented by the
          Seller
          Disclosure Schedules and/or as amended and supplemented pursuant to Section
          8.2(k) hereof, if applicable) shall survive the Closing until eighteen
          (18)
          months following the Closing Date and all rights to indemnification with
          respect
          thereto shall then terminate; provided ,
          that
          the representations and warranties contained in (x) Sections 2.1, 2.2,
          2.5, 2.6
          and the first sentence of Section 2.10 hereof shall survive the Closing
          indefinitely, and (y) Section 2.26 hereof shall survive until thirty (30)
          days
          after the date at which the relevant tax notice has become unappealable
          and
          binding under the relevant jurisdiction, whichever period is shorter. The
          expiration or termination of any representation or warranty pursuant to
          this
          Section 8.2(g) shall not affect any claim for indemnification under this
          Section 8.2 if an Indemnification Notice is received prior to the date
          of
          expiration or termination of such representation or warranty.
  (h)  Procedure .
  (i)
                In
                    the event that a Party shall incur or suffer any Losses (or shall
                    reasonably anticipate that it shall suffer any Losses) in respect
                    of which
                    indemnification may be sought by such Party (an “Indemnified
                    Party”)
                    pursuant to the provisions of this Section 8.2 from any other
                    Party or
                    Parties (each, an “Indemnifying
                    Party”),
                    the Indemnified Party shall submit to the Indemnifying Party
                    an
                    Indemnification Notice stating the nature and basis of such claim.
                    In the
                    case of Losses arising by reason of any third party claim, the
                    Indemnified
                    Party shall be entitled to indemnification in accordance with
                    Section 8.2
                    regardless of whether the third party claim has merit, so long
                    as the
                    claim alleges facts constituting an indemnification event. Moreover,
                    in
                    the case of Losses arising by reason of any third party claim,
                    the
                    Indemnification Notice shall be given within thirty (30) days
                    of the
                    filing or other written assertion of any such claim against the
                    Indemnified Party, but the failure of the Indemnified Party to
                    give the
                    Indemnification Notice within such time period shall not relieve
                    the
                    Indemnifying Party of any liability that the Indemnifying Party
                    may have
                    to the Indemnified Party, except to the extent that the Indemnifying
                    Party
                    is prejudiced thereby.
  -42-
  (ii)
                The
                    Indemnified Party shall provide to the Indemnifying Party on
                    request all
                    information and documentation in the Indemnified Party’s possession (x)
                    that is not privileged and is reasonably necessary and (y) that
                    is
                    critical (whether or not privileged) to support and verify any
                    Losses
                    which the Indemnified Party believes give rise to a claim for
                    indemnification hereunder and shall give the Indemnifying Party
                    reasonable
                    access to all books, records and personnel in the possession
                    or under the
                    control of the Indemnified Party which would have bearing on
                    such
                    claim.
  (iii)
                In
                    the case of third party claims with respect to which an Indemnification
                    Notice is given, the Indemnifying Party shall have the option
                    (x) to
                    conduct any proceedings or negotiations in connection therewith,
                    (y) to
                    take all other steps to settle or defend any such claim and (z)
                    to employ
                    counsel of the Indemnifying Party’s choosing to contest any such claim in
                    the name of the Indemnified Party or otherwise;provided,
                    that unless a settlement of a claim contains an unconditional
                    release of
                    the Indemnified Party, no settlement shall be effected without
                    the advance
                    written consent of the Indemnified Party (which consent shall
                    not be
                    unreasonably withheld). The Indemnified Party shall be entitled
                    to
                    participate at its own expense and by its own counsel in any
                    proceedings
                    relating to any third party claim, and the Indemnified Party
                    shall be
                    entitled to participate with counsel of its own choice at the
                    expense of
                    the Indemnifying Party if representation of both Parties by the
                    same
                    counsel presents a conflict of interest or is otherwise inappropriate
                    under applicable standards of professional conduct. The Indemnifying
                    Party
                    shall, within thirty (30) days of receipt of the Indemnification
                    Notice,
                    notify the Indemnified Party of its intention to assume the defense
                    of any
                    such claim. Until the Indemnified Party has received notice of
                    the
                    Indemnifying Party’s election whether to defend any such claim, the
                    Indemnified Party shall take reasonable steps to defend (but
                    may not
                    settle) such claim. If the Indemnifying Party shall decline to
                    assume the
                    defense of any such claim, or shall fail to notify the Indemnified
                    Party
                    within thirty (30) days after receipt of the Indemnification
                    Notice of the
                    Indemnifying Party’s election to defend such claim, the Indemnified Party
                    shall defend such claim. The expenses of all proceedings, contests
                    or
                    lawsuits in respect of any such claims (other than those incurred
                    by the
                    Indemnified Party which are referred to in the second sentence
                    of this
                    subparagraph (iii)) shall be borne by the Indemnifying Party
                    but only if
                    the Indemnifying Party is responsible pursuant hereto to indemnify
                    the
                    Indemnified Party in respect of such claim and, if applicable,
                    only to the
                    extent required by this Section 8.2. Regardless of which Party
                    shall
                    assume the defense of the claim, the Parties agree to cooperate
                    fully with
                    one another in connection
                    therewith.
  -43-
  (i)  No
          Limitation on Right to Contest .
          Nothing
          in this Section 8.2 shall be construed as a limitation on the Indemnifying
          Party’s right to contest in good faith whether the Indemnified Party is entitled
          to indemnification pursuant to this Section 8.2 with respect to a particular
          claim.
  (j)  Sole
          Remedy .
          Following the Closing, the indemnification provided for in this Section
          8.2
          shall be the sole and exclusive remedy of the Buyer Indemnified Parties,
          whether
          in contract, tort or otherwise, for all matters arising under or in connection
          with this Agreement and the transactions contemplated hereby, including,
          without
          limitation, for any inaccuracy or breach of any representation, warranty,
          covenant or agreement set forth herein, provided that the foregoing limitation
          shall not apply to any fraud or intentional misrepresentation on the part
          of the
          Sellers.
  (k)  Subrogation .
          Upon
          making any payment to the Indemnified Party for any indemnification claim
          pursuant to this Section 8.2, the Indemnifying Party shall be subrogated,
          to the
          extent of such payment, to any rights which the Indemnified Party may have
          against any third parties with respect to the subject matter underlying
          such
          indemnification claim and the Indemnified Party shall assign any such rights
          to
          the Indemnifying Party.
  (l)  Disclosure
          Schedules .
          From
          the date hereof through the Closing Date, the Sellers shall have the right
          to
          modify, amend and/or supplement the Seller Disclosure Schedules by delivering
          any such modifications, amendments and/or supplements to the Buyers in
          writing.
          For purposes of determining whether the conditions to Closing in Article
          VI are
          satisfied, the Seller Disclosure Schedules shall only be deemed to include
          the
          information contained therein on the date hereof. For purposes of determining
          whether the Sellers are subject to any claim for indemnification under
          this
          Section 8.2 following the Closing Date for a breach of any representation
          or warranty under this Agreement, the Seller Disclosure Schedules shall
          be
          deemed to include the information contained therein on the date hereof
          and such
          other information as may be set forth in any modification, amendment and/or
          supplement to the Seller Disclosure Schedules delivered by the Sellers
          to the
          Buyers pursuant to this Section 8.2(k).
  -44-
  **ARTICLE
          IX**
  **MISCELLANEOUS**
  SECTION
          9.1.  Notices .
  All
          notices and other communications given or made pursuant hereto shall be
          in
          writing and shall be deemed to have been duly given or made as of the date
          delivered, if delivered personally, three (3) Business Days after being
          mailed
          by registered or certified mail (postage prepaid, return receipt requested)
          or
          one (1) Business Day after being sent by overnight courier (providing proof
          of
          delivery), or when sent via facsimile and receipt is confirmed to the Parties
          at
          the following addresses:
  If
          to the
          Buyers:
  Simclar
          Group Limited
 Pitreavie
          Business Park
 Dunfermline,
          Fife
 Scotland
 KY118UN
 Attention:
          Chairman
 Telecopier:
          +44 01383 620900
 
 With
          a
          copy (which shall not constitute notice) to:
  Porter,
          Wright, Morris & Arthur, LLP
 41
          South
          High Street, Suite 2800
 Columbus,
          Ohio 43215
 Attention:
          William J. Kelly, Jr.
 Telecopier:
          (614) 227-2100
  If
          to the
          Sellers:
  1840
          Century Park East
 Los
          Angeles, CA 90067-2199
 Attention:
          Corporate Vice President and General Counsel
 Telecopier:
          (310) 263-5386
  Solely
          for the purpose of Section 1.6(e) hereof:
  1840
          Century Park East
 Los
          Angeles, CA 90067-2199
 Attention:  Assistant
          Treasurer
 Telecopier:  (310)
          201-3088
  With
          a
          copy (which shall not constitute notice) to:
  -45-
  Fried,
            Frank, Harris, Shriver & Jacobson LLP
 One
          New
          York Plaza
 New
          York,
          NY 10004
 Attention:
          David N. Shine, Esq.
 Telecopier:
          (212) 859-4000
  SECTION
          9.2.  Headings .
  The
          headings contained herein are for reference purposes only and shall not
          affect
          in any way the meaning or interpretation of this Agreement.
  SECTION
          9.3.  Severability .
  If
          any
          term or other provision of this Agreement is invalid, illegal or incapable
          of
          being enforced by any rule of Law or public policy, all other conditions
          and
          provisions of this Agreement shall nevertheless remain in full force and
          effect
          so long as the economic or legal substance of the transactions contemplated
          hereby is not affected in any manner materially adverse to any Party. Upon
          such
          determination that any term or other provision is invalid, illegal or incapable
          of being enforced, the Parties shall negotiate in good faith to modify
          this
          Agreement so as to effect the original intent of the Parties as closely
          as
          possible in an acceptable manner to the end that transactions contemplated
          hereby are fulfilled to the extent possible.
  SECTION
          9.4.  Entire
          Agreement .
  This
          Agreement (together with the Exhibits, the Seller Disclosure Schedules,
          the
          Buyer Disclosure Schedules and the other documents delivered pursuant hereto)
          and the Confidentiality Agreement constitute the entire agreement of the
          Parties
          and supersede all prior agreements and undertakings, both written and oral,
          among the Parties, or any of them, with respect to the subject matter hereof.
  SECTION
          9.5.  Assignment .
  This
          Agreement shall not be assigned by operation of Law or otherwise without
          the
          prior written consent of the other Parties, which may be withheld in either
          Party’s sole discretion.
  SECTION
          9.6.  Parties
          in Interest .
  This
          Agreement shall be binding upon, inure solely to the benefit of and be
          enforceable by each Party and their respective successors and assigns hereto,
          and nothing in this Agreement, express or implied, is intended to or shall
          confer upon any other Person other than the Parties any right, benefit
          or remedy
          of any nature whatsoever under or by reason of this Agreement.
  SECTION
          9.7.  Expenses .
  All
          fees
          and expenses incurred in connection herewith and the transactions contemplated
          hereby shall be paid by the Party incurring such expenses, whether or not
          the
          transactions contemplated hereby are consummated. Notwithstanding the foregoing
          or anything to the contrary contained herein, in the event that any dispute
          among the Parties results in litigation, arbitration, mediation or any
          other
          contest, the prevailing party in such dispute shall be entitled to recover
          from
          the losing party all fees, costs and expenses of enforcing any right of
          such
          prevailing party with respect to this Agreement, including, without limitation,
          reasonable attorney’s fees and expenses.
  -46-
  SECTION
          9.8.  Governing
          Law ;
          Consent to Jurisdiction .
  This
          Agreement shall be governed by, and construed in accordance with, the Law
          of the
          State of New York applicable to contracts to be fully performed therein.
          Each of
          the Parties hereby irrevocably and unconditionally consents to submit to
          the
          exclusive jurisdiction of the courts of the United States District Court
          for the
          Southern District of New York, for any litigation arising out of or relating
          to
          this Agreement and the transactions contemplated hereby, and further agrees
          that
          service of any process, summons, notice or document by U.S. registered
          mail to
          its respective address set forth herein shall be effective service of process
          for any litigation brought against it in such court. Each of the Parties
          hereby
          irrevocably and unconditionally waives any objection to the laying of venue
          of
          any litigation arising out of this Agreement and the transactions contemplated
          hereby in 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 litigation brought in
          any such
          court has been brought in an inconvenient forum.
  SECTION
          9.9.  Counterparts .
  This
          Agreement may be executed and delivered in one or more counterparts, and
          by the
          Parties in separate counterparts, each of which when executed and delivered
          shall be deemed to be an original but all of which taken together shall
          constitute one and the same agreement.
  SECTION
          9.10.  Further
          Assurances .
  The
          Parties shall cooperate reasonably with each other and with their respective
          representatives in connection with any steps required to be taken as part
          of
          their respective obligations under this Agreement, and shall (a) furnish
          upon
          request to each other such further information; (b) execute and deliver
          to each
          other such other documents; and (c) do such other acts and things, all
          as the
          other Party may reasonably request for the purpose of carrying out the
          transactions contemplated hereby.
  SECTION
          9.11.  Amendment .
  This
          Agreement may be amended by the Parties at any time prior to the Closing
          Date.
          This Agreement may not be amended except by an instrument in writing signed
          by
          the Parties.
  SECTION
          9.12.  Waiver .
  -47-
  The
          failure of any Party to assert any of its rights under this Agreement or
          otherwise shall not constitute a waiver of such rights.
  SECTION
          9.13.  Bulk
          Transfer Laws .
  The
          Buyers hereby waive compliance by the Sellers and their Affiliates with
          the
          provisions of any so-called “bulk transfer law” of any jurisdiction in
          connection with the sale of the Assets and the Buyers shall indemnify the
          Seller
          Indemnified Parties with respect thereto.
  SECTION
          9.14.  Waiver
          of Jury Trial .
  Each
          Party hereby waives to the fullest extent permitted by applicable Law,
          any right
          it may have to a trial by jury in respect of any litigation directly or
          indirectly arising out of, under or in connection with this Agreement or
          any
          transaction contemplated hereby.
  SECTION
          9.15.  Rules
          of Construction .
  References
          in this Agreement to any gender include references to all genders, and
          references to the singular include references to the plural and vice versa.
          The
          words “include,” “includes,” and “including” when used in this Agreement shall
          be deemed to be followed by the phrase “without limitation.” Unless the context
          otherwise requires, references in this Agreement to Articles, Sections,
          Exhibits
          and Schedules shall be deemed references to Articles and Sections of, and
          Exhibits and Schedules to, this Agreement. Unless the context otherwise
          requires, the words “hereof,” “hereby” and “herein” and words of similar meaning
          when used in this Agreement refer to this Agreement in its entirety and
          not to
          any particular Article, Section or provision of this Agreement. Unless
          otherwise
          indicated, references in this Agreement to dollars are to U.S.
          dollars.
  SECTION
          9.16.  Conflict
          with LESC Equity Purchase Agreement .
  In
          the
          event any term or other provision of this Agreement is inconsistent with
          any
          term or other provision of the LESC Equity Purchase Agreement, the terms
          and
          provisions of this Agreement shall prevail.
  **ARTICLE
          X**
  **DEFINITIONS**
  For
          purposes of this Agreement, the following terms, and the singular and plural
          thereof, shall have the meanings set forth below:
  “ Accounting
          Arbitrator ”
is
          defined in Section 1.6(e).
  “ Affiliate ”
of
          any
          Person means any other Person that directly or indirectly, through one
          or more
          intermediaries, controls, is controlled by, or is under common control
          with,
          such first Person.
  “ Agreement ”
is
          defined in the Preamble to this Agreement.
  -48-
  “ Ancillary
          Agreements ”
means
          the agreements in the respective forms of Exhibits A, B, C, E and F attached
          to
          this Agreement.
  “ Annual
          Financial Statements ”
is
          defined in Section 2.8(a).
  “ Approval
          Certificate ”
is
          the
          approval certificate issued by the relevant PRC Governmental Authority
          for the
          transfer of the Shares to the Buyers.
  “ Assets ”
is
          defined in Section 1.1. The term “Assets” does not include any Shares being sold
          pursuant to this Agreement.
  “ Assignment
          and Assumption Agreement ”
is
          defined in Section 1.3(c).
  “ Assumed
          Contracts ”
is
          defined in Section 1.3(b).
  “ Assumed
          Liabilities ”
is
          defined in Section 1.3.
  “ Base
          Net Working Capital ”
is
          defined in Section 1.6(a).
  “ Books
          and Records ”
is
          defined in Section 5.6(a).
  “ Business ”
is
          defined in the Recitals to this Agreement.
  “ Business
          Day ”
means
          a
          day other than a Saturday, a Sunday or any other day on which commercial
          banks
          in the State of New York are authorized or obligated to be closed.
  “ Business
          Employees ”
means
          the U.S. Business Employees, the U.K. Business Employees and the China
          Business
          Employees.
  “ Business
          Intellectual Property ”
is
          defined in Section 2.25(a).
  “ Business
          Material Adverse Effect ”
means
          any event, change or effect that is materially adverse to the operations,
          condition (financial or otherwise), assets or liabilities of the Company,
          the
          Assets and the Business, taken as a whole, other than any such event, change
          or
          effect caused by or resulting from (i) changes in general economic or
          political conditions, (ii) changes in any of the industries in which the
          Business operates or (iii) the execution, delivery or performance of this
          Agreement.
  “ Business
          Tax Returns ”
means
          all Tax Returns required to be filed by the Sellers with respect to the
          Business
          or the Assets (without regard to extensions of time permitted by Law or
          otherwise).
  “ Buyers ”
is
          defined in the Preamble to this Agreement.
  “ Buyer
          Benefit Plan ”
is
          defined in Section 5.3(b).
  “ Buyer
          Indemnification Event ”
is
          defined in Section 8.2(b)(i).
  -49-
  “ Buyer
          Indemnified Parties ”
means
          the Buyers, their Affiliates, and their officers, directors, shareholders,
          employees, agents, representatives, successors and assigns.
  “ China
          Business Employee ”
is
          defined in Section 5.4(a).
  “ Closing ”
is
          defined in Section 1.5(a).
  “ Closing
          Date ”
is
          defined in Section 1.5(a).
  “ Closing
          Date Net Working Capital ”
is
          defined in Section 1.6(a).
  “ Code ”
means
          the U.S. Internal Revenue Code of 1986, as amended.
  “ Company ”
is
          defined in the Recitals to this Agreement.
  “ Competing
          Business ”
is
          defined in Section 5.19.
  “ Confidentiality
          Agreement ”
means
          the Confidentiality Agreement, dated as of June 22, 2005, between Northrop
          Grumman Corporation and Simclar Group Limited.
  “ Consent ”
is
          defined in Section 2.3.
  “ Cut-Off
          Time ”
is
          defined in Section 1.6(a).
  “ Deductible ”
is
          defined in Section 8.2(d).
  “ Encumbrance ”
means
          any lien, pledge, charge, claim, security interest, option, mortgage, right
          of
          first refusal or similar restriction.
  “ End
          Date ”
is
          defined in Section 7.1(b)(i).
  “ Environmental
          Laws ”
means
          any Laws in effect as of the Closing Date relating to the generation,
          production, use, storage, treatment, transportation or disposal of Hazardous
          Materials, or the protection of the environment.
  “ Environmental
          Losses ”
means
          all Losses imposed by, under or pursuant to applicable Environmental Laws,
          including, without limitation, all Losses related to Remedial Actions,
          and all
          reasonable fees, disbursements and expenses of counsel, experts, personnel
          and
          consultants based on, arising out of or otherwise in respect of: (i) the
          ownership or operation of the Business or the ownership, use or occupancy
          of any
          real property, assets, equipment or facilities; (ii) any environmental
          conditions on, under, above, or about any real property, assets, equipment
          or
          facilities related to the Business; and (iii) any expenditures necessary
          to
          cause any real property, assets, equipment or facilities or any aspect
          of the
          Business to be in compliance with any and all requirements of Environmental
          Laws
          including, without limitation, all Permits issued under or pursuant to
          such
          Environmental Laws.
  “ ERISA ”
means
          the Employee Retirement Income Security Act of 1974, as amended, and all
          Laws
          promulgated pursuant thereto or in connection therewith.
  -50-
  “ Excluded
          Assets ”
is
          defined in Section 1.2(a).
  “ Filing ”
is
          defined in Section 2.3.
  “ Financial
          Statements ”
is
          defined in Section 2.8(a).
  “ GAAP ”
means
          accounting principles generally accepted in the U.S.
  “ Governmental
          Entity ”
means
          any U.S. or non-U.S. governmental or regulatory authority.
  “ Hazardous
          Materials ”
means
          any wastes, substances, or materials (whether solids, liquids or gases)
          that are
          defined or listed by a Governmental Entity as hazardous, toxic, pollutants
          or
          contaminants, including, without limitation, substances defined as “hazardous
          wastes,” “hazardous substances,” or “toxic substances” under any Environmental
          Laws. “Hazardous Materials” includes, without limitation, polychlorinated
          biphenyls (PCBs), asbestos, lead-based paints, and petroleum and petroleum
          products (including, without limitation, crude oil or any fraction
          thereof).
  “ Income
          Tax ”
means
          all federal, state, local and foreign income Taxes and franchise Taxes
          which are
          based on net income, and any interest or penalties thereon.
  “ Indemnification
          Event ”
is
          defined in Section 8.2(b)(iii).
  “ Indemnification
          Notice ”
is
          defined in Section 8.2(b)(iv).
  “ Indemnified
          Party ”
is
          defined in Section 8.2(h)(i).
  “ Indemnifying
          Party ”
is
          defined in Section 8.2(h)(i).
  “ Insurance
          Policies ”
means
          all casualty, general liability and other insurance policies maintained
          by the
          Sellers relating to the Business.
  “ Intellectual
          Property ”
means
          (a) all inventions (whether patentable or unpatentable and whether or not
          reduced to practice), all improvements thereto, and all patents, patent
          applications, and patent disclosures, together with all reissues, continuations,
          continuations-in-part, revisions, extensions, and reexaminations thereof,
          (b)
          all trademarks, service marks, trade dress, logos, trade names, and corporate
          names, together with all translations, adaptations, derivations, and
          combinations thereof and including all goodwill associated therewith, and
          all
          applications, registrations, and renewals in connection therewith, (c)
          all
          copyrightable works, all copyrights, all rights to database information,
          and all
          applications, registrations, and renewals in connection therewith, (d)
          all mask
          works and all applications, registrations, and renewals in connection therewith,
          (e) all trade secrets and confidential business information (including
          ideas,
          research and development, know-how, formulas, compositions, manufacturing
          and
          production processes and techniques, technical data, designs, drawings,
          specifications, customer and supplier lists, pricing and cost information,
          and
          business and marketing plans and proposals), (f) all computer software
          (including data and related documentation), (g) all rights, including rights
          of
          privacy and publicity, to use the names, likenesses and other personal
          characteristics of any individual, (h) all other proprietary rights, and
          (i) all
          original tangible embodiments thereof (in whatever form or medium) existing
          in
          any part of the world.
  -51-
  “ Intellectual
          Property Assignments ”
is
          defined in Section 1.5(b)(iii).
  “ Interest
          Rate ”
is
          defined in Section 1.6(f).
  “ Interim
          Financial Statements ”
is
          defined in Section 2.8(a).
  “ Inventories ”
is
          defined in Section 1.1(b).
  “ IRS ”
means
          the U.S. Internal Revenue Service and its successors.
  “ Knowledge ”
means
          (i) with respect to the Sellers, the actual knowledge (after reasonable
          inquiry)
          of David Strode, George Black, Jim Clink, Douglas Hynd, Andy Ross, Dennis
          Tar,
          Kevin Liu or Ken Cleeton, and (ii) with respect to the Buyers, the actual
          knowledge (after reasonable inquiry) of Samuel John Russell, Christina
          Margaret
          Janet Russell, Ian Durie, or Thomas Clark Foggo.
  “ Law ”
means
          all foreign, federal, state and local statutes, laws, ordinances, regulations,
          rules, writs, injunctions, judgments and decrees applicable to the specified
          Person or to the businesses and assets thereof.
  “ LESC ”
is
          defined in the Recitals to this Agreement.
  “ LESC
          Equity Purchase Agreement ”
is
          defined in the Recitals.
  “ Liability ”
is
          defined in Section 5.5.
  “ Losses ”
is
          defined in Section 8.2(b)(v).
  “ LSI ”
is
          defined in the Preamble to this Agreement.
  “ LSI
          Property License ”
is
          defined in Section 1.5(d)(iv).
  “ LSII ”
is
          defined in the Preamble to this Agreement.
  “ LUK ”
is
          defined in the Preamble to this Agreement.
  “ Material
          Contracts ”
is
          defined in Section 2.13(a).
  “ Net
          Working Capital ”
is
          defined in Section 1.6(a).
  “ Non-Transferable
          Assets ”
is
          defined in Section 1.8(a).
  “ Non
          U.S. Benefit Plan ”
is
          defined in Section 2.22.
  “ Parties ”
means,
          collectively, the Buyers and the Sellers.
  -52-
  “ Party ”
means
          any one of the Parties.
  “ Permits ”
is
          defined in Section 2.12(b).
  “ Permitted
          Encumbrances ”
means
          any (i) Encumbrances in respect of Taxes the validity of which is being
          contested in good faith by appropriate proceedings or Encumbrances in respect
          of
          Taxes not yet due and payable; (ii) mechanics’, carriers’, workmen’s,
          repairmen’s or other like Encumbrances arising or incurred in the ordinary
          course of business; (iii) Encumbrances arising under original purchase
          price
          conditional sales contracts and equipment leases with third parties which
          are
          contracts entered into in connection with the Business; (iv) limitations
          on the
          rights of the Sellers under any Material Contract entered into in connection
          with the Business that are expressly set forth in such contract; and (v)
          imperfections of title or Encumbrances affecting any tangible asset included
          in
          the Assets that are not material with respect to the relative value or
          use of
          such asset by the Buyers.
  “ Person ”
means
          an individual, corporation, partnership, joint venture, trust, limited
          liability
          company, unincorporated organization or other entity, or a Governmental
          Entity.
  “ PRC ”
means
          the People’s Republic of China.
  “ Purchase
          Price ”
is
          defined in Section 1.5.
  “ Purchase
          Price Adjustment ”
is
          defined in Section 1.6(a).
  “ Purchase
          Price Adjustment Statement ”
is
          defined in Section 1.6(b).
  “ Remedial
          Action ”
means
          all actions required to clean up, remove, treat or in any other way remediate
          any Hazardous Materials; (i) prevent the release of Hazardous Materials
          so that
          they do not migrate or endanger or threaten to endanger public health or
          welfare
          or the environment; or (ii) perform studies, investigations and monitoring
          related to any such Hazardous Materials.
  “ Retained
          Liabilities ”
is
          defined in Section 1.4(a).
  “ Retained
          License ”
is
          defined in Section 5.11(b).
  “ Seller
          Disclosure Schedules ”
is
          defined in Article II.
  “ Seller
          Indemnification Event ”
is
          defined in Section 8.2(b)(ii).
  “ Seller
          Indemnified Parties ”
means
          the Sellers, their Affiliates, and their officers, directors, shareholders,
          employees, agents, representatives, successors and assigns.
  “ Sellers ”
is
          defined in the Preamble to this Agreement.
  “ Shares ”
means
          the contributed registered capital of the Company.
  “ Springfield
          Facility ”
is
          defined in Section 2.28(a).
  -53-
  “ Taxes ”
          (including the terms “ Tax ”
and
          “ Taxing ”)
          means
          all federal, state, local and foreign taxes (including, without limitation,
          income, profit, franchise, sales, value added tax, use, real property,
          personal
          property, ad valorem, excise, employment, social security and wage withholding
          taxes), all regulatory fees, whether assessed on revenues or otherwise,
          and
          installments of estimated taxes, assessments, deficiencies, levies, imports,
          duties, license fees, registration fees, withholdings, or other similar
          charges
          of every kind, character or description imposed by any Governmental Entity,
          and
          any interest, penalties or additions to tax imposed thereon or in connection
          therewith.
  “ Tax
          Return ”
means
          any federal, state, local, foreign and other applicable return, declaration,
          report and information statement with respect to Taxes required to be filed
          with
          the IRS or any other Governmental Entity or Tax authority or
          agency.
  “ Transferred
          Employee ”
means,
          collectively, the U.S. Transferred Employees and the Non U.S. Transferred
          Employees.
  “ TUPE
          Regulations ”
means,
          the U.K. Transfer of Undertakings (Protection of Employment) Regulations
          1981 as
          amended.
  “ U.K. ”
means
          the United Kingdom.
  “ U.K.
          Benefit Plan ”
means
          any Benefit Plan all or substantially all of the participants of which
          are U.K.
          Business Employees or former U.K. Business Employees whose employment relates
          (or, in the case of former Business Employees, related) primarily to the
          Business.
  “ U.K.
          Business Employee ”
means
          the persons employed by LUK, Interconnect Technologies Division immediately
          before Closing whose contracts of employment after Closing will be or are
          deemed
          effected between the Buyers and such persons under Regulation 5 of the
          TUPE
          Regulations and who are listed on Schedule 5.5(a).
  “ U.K.
          Employment Costs ”
means
          all salaries, wages, commissions, bonuses, all statutory contributions,
          holiday
          pay (including payment for accrued but untaken holiday), national insurance
          contributions, pension contributions made to or on behalf of an employee,
          taxation (including all income tax deductible under PAYE) and all other
          employment costs of the U.K. Business Employees.
  “ U.S. ”
means
          United States of America.
  “ U.S.
          Benefit Plan ”
is
          defined in Section 2.21(a).
  “ U.S.  Business
          Employee ”
means
          any current or former employee of Litton Systems, Inc. or any Affiliate
          of
          Litton Systems, Inc. whose employment relates or related primarily to the
          Business as conducted in the U.S. including, without limitation, those
          employees
          who are on vacation, sickness, disability or medical leave or other permitted
          leave of absence.
  “ U.S.
          Transferred Employee ”
is
          defined in Section 5.3(a).
  -54-
  “ WARN ”
is
          defined in Section 5.3(f).
  “ WESC-Company
          Asset Transfer ”
is
          defined in Section 5.17.
  -55-
  IN
          WITNESS WHEREOF, the Buyers and the Sellers have each caused this Agreement
          to
          be executed and delivered as of the date first written above.
 
  SIMCLAR
          GROUP LIMITED
 
 By:  /s/
          Samuel Russell
 Name:
          Samuel John Russell
 Title:
          Chairman
 
 
 SIMCLAR
          INTERCONNECT TECHNOLOGIES LIMITED
 
 By:  /s/
          Samuel Russell
 Name:
          Samuel John Russell
 Title:
          Chairman
 
 
 SIMCLAR
          INC.
 
 By:  /s/
          Barry Pardon
 Name:
          Barry Pardon
 Title:
          President
 
 
 SIMCLAR
          INTERCONNECT TECHNOLOGIES,
 INC.
 
 By:  /s/
          Barry Pardon
 Name:
          Barry Pardon
 Title:
          President
  
  LITTON
          SYSTEMS, INC.
 
 By:  /s/
          David Strode
 Name:
          David H. Strode
 Title:
          Assistant Treasurer
 
 
 LITTON
          U.K. Limited
 
 By:  /s/
          David Strode
 Name:
          David H. Strode
 Title:
          Assistant Treasurer
 
 
 LITTON
          SYSTEMS INTERNATIONAL, INC.
 
 By:  /s/
          David Strode
 Name:
          David H. Strode
 Title:
          Assistant Treasurer
 
 
  TABLE
          OF
          CONTENTS
  PageARTICLE
                      I PURCHASE AND SALE
                  
                  
                  1SECTION
                      1.1.
                  
                  
                  Sale
                      and Purchase of the Shares and Assets.
                  
                  
                  1SECTION
                      1.2.
                  
                  
                  Excluded
                      Assets.
                  
                  
                  3SECTION
                      1.3.
                  
                  
                  Assumption
                      of Liabilities.
                  
                  
                  4SECTION
                      1.4.
                  
                  
                  Retained
                      Liabilities.
                  
                  
                  5SECTION
                      1.5.
                  
                  
                  The
                      Closing.
                  
                  
                  5SECTION
                      1.6.
                  
                  
                  Purchase
                      Price Adjustment.
                  
                  
                  7SECTION
                      1.7.
                  
                  
                  Allocation
                      of the Purchase Price.
                  
                  
                  9SECTION
                      1.8.
                  
                  
                  Non-Transferable
                      Assets.
                  
                  
                  9SECTION
                      1.9.
                  
                  
                  Certain
                      Apportionments.
                  
                  
                  10ARTICLE
                      II REPRESENTATIONS AND WARRANTIES OF THE SELLERS
                  
                  
                  10SECTION
                      2.1.
                  
                  
                  Corporate
                      Existence, Power and Qualification.
                  
                  
                  11SECTION
                      2.2.
                  
                  
                  Authorization.
                  
                  
                  11SECTION
                      2.3.
                  
                  
                  Consents.
                  
                  
                  11SECTION
                      2.4.
                  
                  
                  Noncontravention.
                  
                  
                  11SECTION
                      2.5.
                  
                  
                  Organization
                      and Standing of the Company.
                  
                  
                  12SECTION
                      2.6.
                  
                  
                  Capitalization
                      of the Company.
                  
                  
                  12SECTION
                      2.7.
                  
                  
                  Brokers
                      and Intermediaries.
                  
                  
                  12SECTION
                      2.8.
                  
                  
                  Financial
                      Statements.
                  
                  
                  12SECTION
                      2.9.
                  
                  
                  [Reserved].
                  
                  
                  13SECTION
                      2.10.
                  
                  
                  Title
                      to and Sufficiency of Assets.
                  
                  
                  13SECTION
                      2.11.
                  
                  
                  Litigation.
                  
                  
                  13SECTION
                      2.12.
                  
                  
                  Compliance
                      with Applicable Laws.
                  
                  
                  13SECTION
                      2.13.
                  
                  
                  Material
                      Contracts.
                  
                  
                  14SECTION
                      2.14.
                  
                  
                  Absence
                      of Certain Changes and Events.
                  
                  
                  15SECTION
                      2.15.
                  
                  
                  Inventories.
                  
                  
                  17SECTION
                      2.16.
                  
                  
                  Customers
                      and Suppliers.
                  
                  
                  17SECTION
                      2.17.
                  
                  
                  Products.
                  
                  
                  18SECTION
                      2.18.
                  
                  
                  Receivables.
                  
                  
                  18SECTION
                      2.19.
                  
                  
                  Books
                      and Records.
                  
                  
                  18SECTION
                      2.20.
                  
                  
                  [Reserved.]
                  
                  
                  19SECTION
                      2.21.
                  
                  
                  U.S.
                      Benefit Plans.
                  
                  
                  19SECTION
                      2.22.
                  
                  
                  Non
                      U.S. Benefit Plans
                  
                  
                  19SECTION
                      2.23.
                  
                  
                  Labor
                      and Employment Matters.
                  
                  
                  19SECTION
                      2.24.
                  
                  
                  Insurance.
                  
                  
                  20SECTION
                      2.25.
                  
                  
                  Intellectual
                      Property.
                  
                  
                  20SECTION
                      2.26.
                  
                  
                  Taxes
                      and Tax Matters.
                  
                  
                  21SECTION
                      2.27.
                  
                  
                  [Reserved]
                  
                  
                  21SECTION
                      2.28.
                  
                  
                  Environmental
                      Matters.
                  
                  
                  21
  
  ARTICLE
                      III REPRESENTATIONS AND WARRANTIES OF THE BUYERS
                  
                  
                  22SECTION
                      3.1.
                  
                  
                  Corporate
                      Existence and Power.
                  
                  
                  22SECTION
                      3.2.
                  
                  
                  Authorization.
                  
                  
                  22SECTION
                      3.3.
                  
                  
                  Consents.
                  
                  
                  23SECTION
                      3.4.
                  
                  
                  Noncontravention.
                  
                  
                  23SECTION
                      3.5.
                  
                  
                  Litigation.
                  
                  
                  23SECTION
                      3.6.
                  
                  
                  Funds.
                  
                  
                  23SECTION
                      3.7.
                  
                  
                  Brokers
                      and Intermediaries.
                  
                  
                  23SECTION
                      3.8.
                  
                  
                  Investment
                      Intent.
                  
                  
                  24SECTION
                      3.9.
                  
                  
                  Investigation.
                  
                  
                  24SECTION
                      3.10.
                  
                  
                  No
                      Inducement or Reliance; Independent Assessment.
                  
                  
                  24ARTICLE
                      IV COVENANTS RELATING TO CONDUCT OF BUSINESS
                  
                  
                  24SECTION
                      4.1.
                  
                  
                  Conduct
                      of the Business.
                  
                  
                  24SECTION
                      4.2.
                  
                  
                  Access
                      and Information.
                  
                  
                  27ARTICLE
                      V ADDITIONAL ACTIONS
                  
                  
                  27SECTION
                      5.1.
                  
                  
                  Appropriate
                      Action; Consents; Filings.
                  
                  
                  27SECTION
                      5.2.
                  
                  
                  Public
                      Announcements.
                  
                  
                  28SECTION
                      5.3.
                  
                  
                  U.S.
                      Employee Matters.
                  
                  
                  28SECTION
                      5.4.
                  
                  
                  China
                      Employee Matters.
                  
                  
                  30SECTION
                      5.5.
                  
                  
                  U.K.
                      Employee Matters
                  
                  
                  30SECTION
                      5.6.
                  
                  
                  Preservation
                      of Books and Records.
                  
                  
                  32SECTION
                      5.7.
                  
                  
                  Tax
                      Matters.
                  
                  
                  32SECTION
                      5.8.
                  
                  
                  Mail;
                      Payments.
                  
                  
                  33SECTION
                      5.9.
                  
                  
                  Resignation
                      of Directors.
                  
                  
                  33SECTION
                      5.10.
                  
                  
                  Corporate
                      Documents and Name Changes .
                  
                  
                  33SECTION
                      5.11.
                  
                  
                  Intellectual
                      Property Agreements.
                  
                  
                  34SECTION
                      5.12.
                  
                  
                  Confidentiality.
                  
                  
                  35SECTION
                      5.13.
                  
                  
                  Export/Import
                      Compliance.
                  
                  
                  35SECTION
                      5.14.
                  
                  
                  Transition
                      Services
                  
                  
                  35SECTION
                      5.15.
                  
                  
                  Repayment
                      of Indebtedness
                  
                  
                  35SECTION
                      5.16.
                  
                  
                  Circuit
                      Board Manufacturing.
                  
                  
                  36SECTION
                      5.17.
                  
                  
                  Winchester
                      Electronics (Suzhou) Co. Ltd. Asset Transfer.
                  
                  
                  36SECTION
                      5.18.
                  
                  
                  LESC
                      Dividend.
                  
                  
                  36SECTION
                      5.19.
                  
                  
                  Noncompetition.
                  
                  
                  37ARTICLE
                      VI CONDITIONS PRECEDENT
                  
                  
                  37SECTION
                      6.1.
                  
                  
                  Conditions
                      to Obligations of Each Party Under This Agreement.
                  
                  
                  37SECTION
                      6.2.
                  
                  
                  Additional
                      Conditions to Obligations of the Buyers.
                  
                  
                  37SECTION
                      6.3.
                  
                  
                  Additional
                      Conditions to Obligations of the Sellers.
                  
                  
                  38
  
  ARTICLE
                      VII TERMINATION
                  
                  
                  39SECTION
                      7.1.
                  
                  
                  Termination.
                  
                  
                  39SECTION
                      7.2.
                  
                  
                  Effect
                      of Termination.
                  
                  
                  39ARTICLE
                      VIII SURVIVAL; INDEMNIFICATION
                  
                  
                  40SECTION
                      8.1.
                  
                  
                  Covenants
                      and Agreements.
                  
                  
                  40SECTION
                      8.2.
                  
                  
                  Indemnification.
                  
                  
                  40ARTICLE
                      IX MISCELLANEOUS
                  
                  
                  45SECTION
                      9.1.
                  
                  
                  Notices.
                  
                  
                  45SECTION
                      9.2.
                  
                  
                  Headings.
                  
                  
                  46SECTION
                      9.3.
                  
                  
                  Severability.
                  
                  
                  46SECTION
                      9.4.
                  
                  
                  Entire
                      Agreement.
                  
                  
                  46SECTION
                      9.5.
                  
                  
                  Assignment.
                  
                  
                  46SECTION
                      9.6.
                  
                  
                  Parties
                      in Interest.
                  
                  
                  46SECTION
                      9.7.
                  
                  
                  Expenses.
                  
                  
                  46SECTION
                      9.8.
                  
                  
                  Governing
                      Law; Consent to Jurisdiction.
                  
                  
                  47SECTION
                      9.9.
                  
                  
                  Counterparts.
                  
                  
                  47SECTION
                      9.10.
                  
                  
                  Further
                      Assurances.
                  
                  
                  47SECTION
                      9.11.
                  
                  
                  Amendment.
                  
                  
                  47SECTION
                      9.12.
                  
                  
                  Waiver.
                  
                  
                  47SECTION
                      9.13.
                  
                  
                  Bulk
                      Transfer Laws.
                  
                  
                  48SECTION
                      9.14.
                  
                  
                  Waiver
                      of Jury Trial.
                  
                  
                  48SECTION
                      9.15.
                  
                  
                  Rules
                      of Construction.
                  
                  
                  48SECTION
                      9.16.
                  
                  
                  Conflict
                      with LESC Equity Purchase Agreement.
                  
                  
                  48ARTICLE
                      X DEFINITIONS
                  
                  
                  48
  Exhibit
                        A
                    LESC
                        Equity Purchase AgreementExhibit
                        B
                    Form
                        of Intellectual Property AssignmentsExhibit
                        C
                    Form
                        of LSI Property LicenseExhibit
                        D
                    Purchase
                        Price Allocation and Wire Transfer InstructionsExhibit
                        E
                    Intentionally
                        OmittedExhibit
                        F
                    Form
                        of IP License AgreementExhibit
                        G
                    Form
                        of Assignment and Assumption AgreementExhibit
                        H
                    2005
                        BudgetExhibit
                        I
                    Estimated
                        2006 Sales Forecast by
                        Customer
 
 **Exhibit
          A**
 **LESC
          Equity Purchase Agreement**
  
 
 
 
 
 
 
 
 
 **________________________________________________________________**
 
 **EQUITY
          TRANSFER CONTRACT**
 
 **for**
 
 **LITTON
          ELECTRONICS (SUZHOU) CO., LTD.**
 **_________________________________________________________________**
 
 
 **between**
 
 **LITTON
          SYSTEMS INTERNATIONAL, INC.,**
 
 **and**
 
 **SIMCLAR
          INTERCONNECT TECHNOLOGIES LIMITED**
 
 
 
 
 
 
 
 
 
 
 
 **December
          21, 2005**
 
 
 
 **EQUITY
          TRANSFER CONTRACT**
  
 THIS
          EQUITY TRANSFER CONTRACT is executed in New York, NY, U.S.A. on December
          21,
          2005 by and between Litton Systems International, Inc. and Simclar Interconnect
          Technologies Limited.
 
 Seller:
                Litton
                    Systems International, Inc., with its legally registered address
                    at: The
                    Corporation Trust Company, Corporation Trust Center, 1209 Orange
                    Street,
                    Wilmington, DE 19801, U.S.A.
   Authorized
                  Representative:
                
                Name:
                    David H. Strode
                  Title:
                      Assistant Treasurer
                    Nationality:
                      U.S.
  and
 
 Buyer:
                Simclar
                    Interconnect Technologies Limited, with its legally registered
                    address at:
                    5 Albyn Place, Edinburgh, Scotland, EH2
                    4NJ.
 Authorized
                    Representative:
                  
                  Name:
                    Samuel John Russell
                    Title:
                      Chairman
                    Nationality:
                      United Kingdom.
 
 The
          Seller and the Buyer are individually referred to as a “Party” and collectively
          as the “Parties”.
 
 WHEREAS:
 
 Litton
          Electronics (Suzhou) Co., Ltd.. (the “ **Company** ”)
          is a
          wholly foreign owned enterprise lawfully established and existing under
          the laws
          of the People’s Republic of China (“PRC”);
  A-1
  Buyer
          now
          wishes to purchase from Seller its one hundred percent (100%) equity interest
          in
          the Company.
 
 NOW,
          THEREFORE, following consultations and adhering to the principle of equality
          and
          mutual benefit, the Parties agree to enter into this Equity Transfer Contract
          in
          accordance with the relevant laws, rules and regulations of the
          PRC.
 
 **Article
          1**  **Transfer
          of** **Equity
          Interest**
  1.1
                Seller
                    shall transfer its one hundred percent (100%) equity interest
                    in the
                    Company, together with all of its rights and obligations in relation
                    to
                    the Company, to Buyer (the “**Equity
                    Transfer**”).
  1.2
                This
                    Contract shall take effect and the Equity Transfer shall occur
                    on the date
                    on which the relevant PRC government authority (the “**Examination
                    and Approval Authority**”)
                    approves the Equity Transfer and this Contract (the “**Approval
                    Date**”).
  1.3
                Following
                    the Equity Transfer, the Seller shall have no further liability
                    to the
                    Company and shall have no further right in or to the Company
                    or any of its
                    assets. The Buyer shall inherit all rights and obligations under
                    the
                    Company’s articles of association.
 
 **Article
          2**  **Transfer
          Price and Payment Method**
  2.1
                In
                    consideration of the Equity Transfer, Buyer shall pay to Seller
                    eleven
                    million nine hundred ninety-nine thousand nine hundred and ninety-eight
                    United States Dollars (US$11,999,998.00) (the “**Transfer
                    Price**”).
  2.2
                The
                    Transfer Price shall be paid by Buyer in cash by wire transfer
                    to an
                    account designated by Seller on a date mutually agreed upon by
                    the
                    Parties.
  A-2
  **Article
          3**  **Effectiveness
          and Termination of Contract**
  3.1
                This
                    Contract shall be formed after execution by the Parties and shall
                    take
                    effect on the Approval Date.
  3.2
                This
                    Contract shall be terminated by mutual written agreement between
                    the
                    Parties.
 
 **Article
          4**  **Liability
          for Breach of Contract**
  4.1
                In
                    the event of any breach of this Contract, the breaching Party
                    shall
                    compensate the non-breaching Party in a manner agreed to by the
                    Parties
                    and in accordance with applicable laws and
                    regulations.
 
 **Article
          5**  **Resolution
          of Disputes**
  5.1
                In
                    the event a dispute arises in connection with the validity,
                    interpretation, or implementation of this Contract, either Party
                    may
                    submit the dispute to the United States District Court located
                    in the
                    Southern District of New York which shall have exclusive jurisdiction
                    over
                    any dispute.
 
 **Article
          6**  **Governing
          Law**
  6.1
                This
                    Contract has been executed and delivered in and shall be construed
                    and
                    enforced in accordance with the laws of People’s Republic of
                    China.
 
 **Article
          7**  **General
          Provisions** ****
  7.1
                No
                    Party may assign its rights or obligations hereunder without
                    the written
                    consent of the other Party.
 
 7.2
                Any
                    amendment hereto or revision hereof shall be void unless in the
                    form of a
                    written instrument executed by both Parties and approved by the
                    Examination and Approval Authority.
  A-3
 
 7.3
                Within
                    ten (10) days of the Approval Date, Seller shall deliver the
                    approval
                    certificate for the Equity Transfer to the Buyer.
 
 7.4
                This
                    Contract is executed in English and Chinese in four copies, of
                    which each
                    Party shall hold one copy and one copy shall be submitted to
                    the
                    Examination and Approval Authority. All copies shall have equal
                    legal
                    validity and effect.
 
 7.5
                This
                    Contract is severable in that its provisions are not necessarily
                    linked to
                    each other. If any provision hereof is determined to be void
                    by a
                    government authority, the void provision shall be deemed stricken
                    without
                    affecting the remaining provisions
                    hereof.
  A-4
  IN
          WITNESS WHEREOF, this Contract has been executed by the legal representatives
          or
          authorized representatives of the Parties on the date first set forth
          above.
  **Litton
                  Systems International, Inc.**
                
                
                **Simclar
                  Interconnect Technologies Limited**Name:Title:Nationality:
                
                
                Name:Title:Nationality:
  A-5
  **Exhibit
          B**
  **Form
          of Intellectual Property Assignment**
 
 **PATENT
          ASSIGNMENT**
 
 WHEREAS,
          on this [      ] day of
          [                      ],
          2006, Litton UK Limited, a U.K. company (“ Seller ”),
          is
          the sole and exclusive owner of the United States and foreign patent
          applications and patents specified in Appendix
          A (collectively referred to as “ Patent
          Property ”);
          and
 
 **** WHEREAS,
          [Simclar Interconnect Technologies Limited], a [U.K.] corporation having
          an
          address of
          [                                                      ]
          (the “ Buyer ”),
          is
          desirous of acquiring all of the right, title and interest of the Sellers
          into
          and under said Patent Property, and the inventions claimed therein and
          covered
          thereby, in accordance with and subject to the transactions contemplated
          under
          the Share and Asset Purchase and Sale Agreement, dated as of December 21,
          2005,
          among the Sellers and the Buyer and other parties thereto (the “ Sale
          Agreement ”):
 
 NOW,
          THEREFORE, TO ALL WHOM IT MAY CONCERN:
 
 BE
          IT
          KNOWN, that for and in consideration set forth in the Sale Agreement and
          other
          good and valuable consideration, receipt and sufficiency of which are hereby
          acknowledged, the Seller, by these presents has sold, assigned, transferred
          and
          set over, and do hereby sell, assign, transfer and set over to the Buyer,
          all of
          the Seller’s right, title and interest in and to the Patent Property, and to any
          and all inventions claimed in the Patent Property in the United States,
          its
          territorial possessions and all foreign countries, and in any and all
          continuations-in-part, continuations, divisions, substitutes, reissues,
          extensions thereof, and all other applications for letters patent relating
          thereto which have been or shall be filed in the United States, its territorial
          possessions and/or any foreign countries, and all rights, together with
          all
          priority rights, under any of the international conventions, unions, agreements,
          acts, treaties, including all future conventions, unions, agreements, acts,
          and
          treaties, the same to be held and enjoyed by the Buyer for its own use
          and
          enjoyment, and for the use and enjoyment of its successors, assigns or
          other
          legal representatives, to the end of the term or terms for which letters
          patent
          are or may be granted or reissued as fully and entirely to the same extent
          as
          the same would have been held and enjoyed by the Seller, if this assignment
          and
          sale had not been made; together with all claims for damages or injunctive
          relief by reason of infringements of such letters patent resulting from
          the
          Patent Property, with the right to sue for past infringement, and collect
          the
          same for its own use and behalf and for the use and behalf of its successors,
          assigns or other legal representatives. Notwithstanding anything to the
          contrary
          herein, the Buyer acknowledges and agrees that the foregoing conveyance
          shall be
          and is subject to the terms and conditions set forth in the Sale
          Agreement.
 
 And
          the
          Seller hereby authorizes and requests that the Commissioner of Patents
          to issue
          any and all letters patents of the United States on such inventions or
          resulting
          from the Patent Property or any continuations-in-part, continuations, divisions,
          substitutes, reissues or extensions thereof to the Buyer, as
          assignee.
  B-1
  The
          Seller agrees that upon the reasonable request by the Buyer, or its successors,
          assigns or other legal representatives that the Seller or their successors,
          assigns or other legal representatives shall do all other legal acts reasonably
          necessary to carry out the intent of this assignment at the Buyer’s sole cost
          and expense.
  IN
          TESTIMONY WHEREOF, the Seller has caused these presents to be signed by
          its duly
          authorized representatives as of the date first written above.
  LITTON
                  U.K. LIMITEDBy:Name:Title
  B-2
  IN
          TESTIMONY WHEREOF, the Buyer have caused these presents to be signed by
          its duly
          authorized representative as of the date first written above.
  [BUYER]By:Name:Title
  B-3
  **APPENDIX
          A**
 **A.**
                **United
                    States Patent Applications**
 
 **APPLICATION
                    TITLE**
                **APPLICATION
                    NUMBER**
                **APPLICATION
                    FILING DATE**Air
                    Void Via Tuning
                10/906466
                04/12/05
 
 **B.**
                **United
                    States Patents**
 None.
 
 **C.**
                **Foreign
                    Patent Applications**
 None.
 
 **D.**
                **Foreign
                    Patents**
 None.
 
 B-4
  **Exhibit
          C**
 **Form
          of Property License**
 
 
  **Exhibit
          D**
 **Purchase
          Price Allocation**
 
 
 **United
                    States**
                **U.K.**
                **China****Percentage
                    of Purchase Price**
                57.1428571428571%
                0.00000714285714285714%
                42.8571357142857%**Amount
                    of Purchase Price**
                $16,000,000.00
                $2.00
                $11.999.998.00**Distributor
                    of Funds**
                Simclar
                    Interconnect Technologies, Inc.
                Simclar
                    Interconnect Technologies Limited
                Simclar
                    Interconnect Technologies Limited**Distributee
                    of Funds**
                Litton
                    Systems, Inc.
                Litton
                    U.K. Limited
                Litton
                    Systems International, Inc.**Distributee
                    Bank**
                  **Account
                    Information**
                JPMorgan
                    Chase Bank, New York
                  ABA
                    No: 021000021
                  Account
                    No: 323323995
                Lloyds
                    TSB Bank London
                  City
                    Office Branch
                  Account
                    No. 00991339
                  SORT
                    CODE: 300002
                  SWIFT:
                    LOYDGB2LCTY
                  IBAN:
                    GB03 LOYD 3000 0200 9913 39
                JPMorgan
                    Chase Bank, New York
                  ABA
                    No: 021000021
                  Account
                    No: 304659908
 
 
  **Exhibit
          F**
  **Form
          of License Agreement**
  **LICENSE
          AGREEMENT**
  This
          LICENSE AGREEMENT (“ Agreement ”),
          dated
          as of _____, 2006 (the “ Effective
          Date ”),
          is
          made and entered into by and among Litton Systems, Inc., a Delaware corporation
          (“ Licensor ”),
          and
          Simclar Group Limited, a U.K. company, its wholly-owned subsidiary Simclar
          Interconnect Technologies Limited, a U.K. company, Simclar Inc., a Florida
          corporation, and its wholly-owned subsidiary Simclar Interconnect Technologies,
          Inc., a Delaware corporation (collectively, “ Licensee ”).
  WITNESSETH:
  WHEREAS,
          Licensor and Licensee are parties to that certain Share and Asset Purchase
          Agreement, dated as of December 21, 2005 (the “ Purchase
          Agreement ”)
          (all
          capitalized terms used herein, but not otherwise defined herein, shall
          have the
          meanings provided in the Purchase Agreement); and
  WHEREAS,
          pursuant to transactions contemplated under the Purchase Agreement, Licensor
          has
          agreed to grant to Licensee a license to use Licensor’s proprietary
“Interconnect Technologies” mark, all in accordance with the terms and
          conditions set forth in this Agreement.
  NOW,
          THEREFORE, in consideration of the above premises and of the mutual agreements,
          provisions and covenants contained in this Agreement, and intending to
          be
          legally bound hereby, Licensor and Licensee hereby agree as
          follows:
  Section
          1. Grant
          of License
  1.1  Subject
          to the terms and conditions set forth herein, Licensor, on behalf of itself
          and
          its Affiliates, hereby grants to Licensee a limited, non-exclusive,
          non-transferable, paid-up, royalty-free right and license to use the
“Interconnect Technologies” mark solely in conjunction with the name “Simclar”
in connection with the continued operation of the Business. In no event
          shall
          Licensee use the “Interconnect Technologies” mark (or any variation thereof, *e.g.* ,
          “interconnecttechnologies,” “Interconnect Tech” etc.) on a stand alone basis, or
          in conjunction with any other name, mark or design, or as part of a composite
          mark with any other name, mark or design. Any rights not expressly granted
          to
          Licensee in this Section 1.1 are reserved to Licensor.
  Section
          2. Ownership
  2.1  As
          between the parties hereto, Licensee acknowledges and agrees that: (i)
          Licensor
          and its Affiliates own and shall retain all right, title and interest in
          and to
          the mark “Interconnect Technologies,” subject only to the rights expressly
          granted by Licensor and its Affiliates to Licensee as set forth in Section
          1.1;
          (ii) all of the goodwill generated by the use of the mark “Interconnect
          Technologies” shall inure to the benefit of, and shall be owned exclusively by,
          Licensor and its Affiliates; and (iii) except as expressly provided hereunder,
          no other right or license to use the “Interconnect Technologies” mark, whether
          express, implied or by estoppel, is granted hereby. Licensee shall cooperate
          fully and in good faith with Licensor, at Licensor's expense, for the purpose
          of
          securing and preserving Licensor's rights in and to the Interconnect
          Technologies' mark.
  F-1
  Section
          3. Quality
          Control/Trademark Use
  3.1  Licensee
          shall ensure that the quality of goods and services with which the “Interconnect
          Technologies” mark is used, as permitted hereunder, shall be consistent with,
          but in no event less than, the standard of quality associated with the
          Business
          as of the Closing. Licensee shall not use the “Interconnect Technologies” mark
          in any manner or form to tarnish, degrade, misuse, disparage or otherwise
          impair
          its value or the goodwill associated therewith. Not more than once a year,
          upon
          the reasonable written request of Licensor, Licensee shall provide Licensor
          with
          materials representative of any new uses of the “Interconnect Technologies” mark
          by Licensee.
  3.2  Licensee
          shall not, directly or indirectly, impair or contest the ownership rights
          of
          Licensor and its Affiliates in the “Interconnect Technologies” mark, or the
          validity or enforceability of the “Interconnect Technologies” mark. Licensee
          shall not, without the express consent of Licensor, register or apply for
          registration in the United States or in any foreign country, the "Interconnect
          Technologies" mark or adopt, use (except as expressly provided hereunder),
          or
          apply for registration of any variation of the "Interconnect Technologies"
          mark
          or any confusingly similar trademark.
  Section
          4. Term
          and Termination
  4.1  The
          term
          of this Agreement shall be perpetual,  unless
          earlier terminated pursuant to Section 4.2.
  4.2  Licensor
          shall have the right to terminate immediately the license granted hereunder
          upon
          Licensee’s material breach of any provision of this Agreement.
  4.3  Upon
          termination of this Agreement under Section 4.2, Licensee shall cease any
          and
          all use of the “Interconnect Technologies” mark.
  Section
          5. Assignment
  5.1Licensee
          may not assign
          this Agreement, whether by operation of law or otherwise, without the prior
          written consent of Licensor. Any attempted action or transaction by Licensee
          in
          violation of this provision 6.1 shall be null and void *ab initio* and of
          no force or effect.
  5.2  Licensor
          may assign this Agreement or sell, transfer or otherwise convey the
“Interconnect Technologies” marks, without the consent of Licensee, on a
          worldwide basis.
  Section
          6. Miscellaneous .
  6.1  All
          notices and other communications given or made pursuant hereto shall be
          in
          writing and shall be deemed to have been duly given or made as of the date
          delivered, if delivered personally, three (3) Business Days after being
          mailed
          by registered or certified mail (postage prepaid, return receipt requested)
          or
          one (1) Business Day after being sent by overnight courier (providing proof
          of
          delivery), or when sent via facsimile and receipt is confirmed to the Parties
          at
          the following addresses:
  F-2
  If
          to the
          Licensee:
  Simclar
          Group Limited
 Pitreavie
          Business Park
 Dunfermline,
          Fife
 Scotland
 KY118UN
 Attention:
          Chairman
 Telecopier:
          +44 01383 620900
  With
          a
          copy (which shall not constitute notice) to:
  Porter,
          Wright, Morris & Arthur, LLP
 41
          South
          High Street, Suite 2800
 Columbus,
          Ohio 43215
 Attention:
          William J. Kelly, Jr.
 Telecopier:
          (614) 227-2100
  If
          to the
          Licensor:
  1840
          Century Park East
 Los
          Angeles, CA 90067-2199
 Attention:
          Corporate Vice President and General Counsel
 Telecopier:
          (310) 263-5386
  With
          a
          copy (which shall not constitute notice) to:
  Fried,
          Frank, Harris, Shriver & Jacobson LLP
 One
          New
          York Plaza
 New
          York,
          NY 10004
 Attention:
          David N. Shine, Esq.
 Telecopier:
          (212) 859-4000
 
 6.2  If
          any
          term or other provision of this Agreement is invalid, illegal or incapable
          of
          being enforced by any rule of Law or public policy, all other conditions
          and
          provisions of this Agreement shall nevertheless remain in full force and
          effect
          so long as the economic or legal substance of the transactions contemplated
          hereby is not affected in any manner materially adverse to any Party. Upon
          such
          determination that any term or other provision is invalid, illegal or incapable
          of being enforced, the Parties shall negotiate in good faith to modify
          this
          Agreement so as to effect the original intent of the Parties as closely
          as
          possible in an acceptable manner to the end that transactions contemplated
          hereby are fulfilled to the extent possible.
  6.3  This
          Agreement shall be binding upon, inure solely to the benefit of and be
          enforceable by each Party and their respective successors and assigns hereto,
          and nothing in this Agreement, express or implied, is intended to or shall
          confer upon any other Person other than the Parties any right, benefit
          or remedy
          of any nature whatsoever under or by reason of this Agreement. Except as
          expressly set forth herein, any reference to an Affiliate of any Person
          herein
          shall be deemed to include all of such party’s current and future
          Affiliates.
  F-3
  6.4  This
          Agreement shall be governed by, and construed in accordance with, the law
          of the
          State of New York applicable to contracts to be fully performed therein.
          Each of
          the Parties hereby irrevocably and unconditionally consents to submit to
          the
          exclusive jurisdiction of the United States District Court for the Southern
          District of New York, for any litigation arising out of or relating to
          this
          Agreement and the transactions contemplated hereby. Each of the Parties
          hereby
          irrevocably and unconditionally waives any objection to the laying of venue
          of
          any litigation in such court arising out of this Agreement and the transactions
          contemplated hereby, and hereby further irrevocably and unconditionally
          waives
          and agrees not to plead or claim in any such court that any such litigation
          brought in any such court has been brought in an inconvenient forum.
  6.5  The
          parties agree that any breach of this Agreement by a party would irreparably
          and
          substantially harm the non-breaching party, and that therefore, in addition
          to
          all of its other available rights and remedies, the non-breaching party
          shall be
          entitled to seek temporary, preliminary and/or permanent equitable or injunctive
          relief (including an order of specific performance) to prevent or restrain
          same,
          without posting bond or other security.
  6.6  This
          Agreement may be executed in one or more counterparts, and by the different
          parties hereto in separate counterparts, each of which when executed shall
          be
          deemed to be an original but all of which taken together shall constitute
          one
          and the same agreement.
  6.7  When
          reference is made in this Agreement to a Section, such reference shall
          be to a
          Section of this Agreement unless otherwise indicated. The headings contained
          in
          this Agreement are for convenience of reference purposes only and shall
          not
          affect in any way the meaning or interpretation of this Agreement. Whenever
          the
          words “include”, “includes” or “including” are used in this Agreement, they
          shall be deemed to be followed by the words “without limitation”. This Agreement
          shall be construed without regard to any presumption or rule requiring
          construction or interpretation against the party drafting or causing any
          instrument to be drafted. The meanings given to terms defined herein shall
          be
          equally applicable to both the singular and plural forms of such
          terms.
  F-4
 
 IN
          WITNESS WHEREOF, the Licensor and the Licensee have each caused this Agreement
          to be executed and delivered as of the date first written above.
  SIMCLAR
          GROUP LIMITED
 
 
 By:_________________________________________
 Name:
 Title:
 
 
 SIMCLAR
          INTERCONNECT TECHNOLOGIES LIMITED
 
 
 By:_________________________________________
 Name:
 Title:
 
 
 SIMCLAR
          INC.
 
 
 By:_________________________________________
 Name:
 Title:
 
 
 SIMCLAR
          INTERCONNECT TECHNOLOGIES, INC.
 
 
 By:_________________________________________
 Name:
 Title:
 
 
 LITTON
          SYSTEMS, INC.
 
 
 By:_________________________________________
 Name:
 Title:
 
 F-5
  **Exhibit
          G**
 **Form
          of Assignment and Assumption Agreement**
 
 
 **ASSIGNMENT
          AND ASSUMPTION AGREEMENT**
  ASSIGNMENT
          AND ASSUMPTION AGREEMENT, dated as of
          [         ], by and between LITTON
          SYSTEMS, INC., a Delaware corporation, LITTON SYSTEMS INTERNATIONAL, INC.,
          a
          Delaware corporation, and LITTON U.K. LIMITED, a U.K. company (each a
          " Seller "
          and
          collectively the " Sellers "),
          and
          Simclar Group Limited, a U.K. company, its wholly-owned subsidiary Simclar
          Interconnect Technologies Limited, a U.K. company, Simclar Inc., a Florida
          corporation, and its wholly-owned subsidiary Simclar Interconnect Technologies,
          Inc., a Delaware corporation (each a " Buyer "
          and
          collectively, the Buyers ").
  WHEREAS,
          a Share and Asset Purchase and Sale Agreement, dated as of December 21,
          2005,
          has been entered into by and between the Sellers and Buyers (the “ Agreement ”)
          pursuant to which the Sellers agreed to transfer to Buyers, and Buyers
          agreed to
          acquire from the Sellers, the Shares and the Assets, all as more particularly
          set forth in the Agreement;
  WHEREAS,
          pursuant to the Agreement, Buyers have agreed to assume the Assumed Liabilities;
          and
  WHEREAS,
          the Sellers desire to assign, grant and convey to Buyers, and Buyers desire
          to
          accept such assignment, grant and conveyance of the Assets.
  NOW
          THEREFORE, in consideration of the foregoing and for other valuable
          consideration, the receipt and sufficiency of which is hereby acknowledged,
          the
          parties hereto hereby agree as follows:
  1.  All
          capitalized terms used herein and not otherwise defined herein shall have
          the
          meanings given them in the Agreement.
  2.  Subject
          to and in accordance with the terms and conditions of the Agreement, the
          Sellers
          hereby assign, grant and convey to Buyers all of the Sellers’ rights with
          respect to the Assets (the “ Assignment ”).
  3.  Buyers
          accept and consent to this Assignment.
  4.  The
          Buyers hereby assume and shall pay, perform and discharge when due the
          Assumed
          Liabilities (the "Assumption").
  5.  This
          Assignment and the covenants and agreements herein contained shall survive
          the
          Closing and shall inure to the benefit of Buyers and their respective successors
          and permitted assigns, and the Sellers and their respective successors
          and
          permitted assigns, and shall be binding upon Buyers and their respective
          successors and permitted assigns, and Sellers and their respective successors
          and permitted assigns.
  G-1
  6.  This
          Assignment and Assumption Agreement shall be construed in accordance with
          and
          governed by the law of the State of New York applicable to agreements made
          and
          to be performed wholly within such jurisdiction.
  7.  This
          Assignment and Assumption Agreement may be executed in one or more counterparts,
          each of which shall for all purposes be deemed to be an original and all
          of
          which shall constitute the same instrument. Any Party may execute this
          Assignment and Assumption Agreement by facsimile signature and the other
          Parties
          will be entitled to rely upon such facsimile signature as conclusive evidence
          that this Assignment and Assumption Agreement has been duly executed by
          such
          Party.
  8.  The
          provisions of this Assignment and Assumption Agreement are subject to the
          terms
          and conditions of the Agreement. Nothing contained in this Assignment Assignment
          and Assumption Agreement shall in any way (i) affect the provisions set
          forth in
          the Agreement, (ii) relieve Buyers of any of their obligations pursuant
          to or
          under the Agreement, or (iii) expand or contract any rights or remedies
          pursuant
          to or under the Agreement. To the extent that any provision of this Assignment
          and Assumption Agreement is inconsistent with the Agreement, the provisions
          of
          the Agreement will control.
 
 
 [ *remainder
          of page intentionally left blank* ]
  G-2
 
 IN
          WITNESS WHEREOF, the parties hereto have caused this Assignment to be duly
          executed and delivered as of the date first written above.
  SIMCLAR
          GROUP LIMITED
 
 
 By:_________________________________________
 Name:
 Title:
 
 
 SIMCLAR
          INTERCONNECT TECHNOLOGIES LIMITED
 
 
 By:_________________________________________
 Name:
 Title:
 
 
 SIMCLAR
          INC.
 
 
 By:_________________________________________
 Name:
 Title:
 
 
 SIMCLAR
          INTERCONNECT TECHNOLOGIES,
 INC.
 
 By:_________________________________________
 Name:
 Title:
 
 
 LITTON
          SYSTEMS, INC.
 
 
 By:_________________________________________
 Name:
 Title:
 
 
 LITTON
          U.K. Limited
 
 
 By:_________________________________________
 Name:
 Title:
 
 G-3
 
 LITTON
          SYSTEMS INTERNATIONAL, INC.
 
 
 By:_________________________________________
 Name:
 Title:
 
 G-4
  **Exhibit
          H**
 
 **2005
          Budget**


Capital
                    Asset Project Listing2005
                    Budget
 **Firm
          Capital Projects**
  **Location**
              **Cost
                  Center**
              **Capital
                  Asset Project Name**
              
              **ICAT**
              
              **Line
                  Item**
              **Budgeted
                    Amount**US
                  AOA
              35310
              Post
                  Reflow Inspection - Reflow
              
              5.
                  Strategic Business Requirement
              
              IT-05-005-01
              75,000US
                  AOA
              35310
              Scolder
                  Comp. Rework System
              
              5.
                  Strategic Business Requirement
              
              IT-05-005-02
              135,000US
                  AOA
              38082
              Scorpion
                  Flying Probe Tester
              
              5.
                  Strategic Business Requirement
              
              IT-05-005-03
              275,000USAOA
              35320
              Automatic
                  Electric Press
              
              3.
                  Plant & Equipment Modernization
              
              IT-05-005-05
              225,000US
                  R & D
              338
              Lab
                  Equipment
              
              6.
                  Technology Development
              
              IT-05-006-01
              50,000US
                  R & D
              338
              HFSS
                  License (2)
              
              6.
                  Technology Development
              
              IT-05-006-02
              100,000China
              China
              Mydata
                  Hydra upgrade
              
              4.
                  Capacity Shortfall
              
              IT-05-009-01
              75,000China
              China
              Inspection
                  equipment
              
              4.
                  Capacity Shortfall
              
              IT-05-009-02
              40,000China
              China
              Air
                  Conditioner
              
              3.
                  Plant & Equipment Modernization
              
              IT-05-009-03
              70,000China
              China
              Air
                  Compressor
              
              3.
                  Plant & Equipment Modernization
              
              IT-05-009-04
              10,000China
              China
              Facility
                  upgrade
              
              3.
                  Plant & Equipment Modernization
              
              IT-05-009-05
              240,000China
              China
              Pallet
                  wrapping
              
              7.
                  Productivity Improvement
              
              IT-05-009-06
              15,000China
              China
              Wave
                  solder
              
              4.
                  Capacity Shortfall
              
              IT-05-009-07
              160,000China
              China
              Poka-Yoke
                  Process improvement
              
              7.
                  Productivity Improvement
              
              IT-05-009-08
              40,000Chip
                  Shooter Transfer to China (freight, crating)Scotland
              UK
              SMT
                  Upgrade
              
              3.
                  Plant & Equipment Modernization
              
              IT-05-010-01
              162,000Scotland
              UK
              Forthshift
                  implementation/ IT Upgrade
              
              7.
                  Productivity Improvement
              
              IT-05-010-02
              135,000Scotland
              UK
              Internal
                  Upgrade
              
              3.
                  Plant & Equipment Modernization
              
              IT-05-010-03
              45,000**Total**
              
              
              
              
              
              **USD**
              **1,852,000**
 
 H-1
  **Exhibit
        I**
 
 **Estimated
        2006 Sales Forecast by Customer**
  **Max
                      Penalty**(Dollars
                      in
                      Millions)
                  
                  
                  
                  **$28.0
                      x****2006
                      Sales Forecast**
                  
                  **Customer
                      % of Total Forecast****USA
                      Customers:**Tellabs,
                      Inc.
                  
                  $
                  18.605
                  
                  $
                  6.190Lucent
                      Technologies Inc.
                  
                  $
                  12.768
                  
                  $
                  4.248Nortel
                      Networks Corporation
                  
                  $
                  7.049
                  
                  $
                  2.345Juniper
                      Networks, Inc.
                  
                  $
                  9.886
                  
                  $
                  3.289Motorola,
                      Inc.
                  
                  $
                  0.085
                  
                  $
                  0.028Ceterus
                  
                  $
                  0.302
                  
                  $
                  0.100General
                      Instrument (Motorola, Inc.)
                  
                  $
                  1.098
                  
                  $
                  0.365General
                      Bandwidth Inc.
                  
                  $
                  0.654
                  
                  $
                  0.218StorageTek
                      (Sun Microsystems, Inc.)
                  
                  $
                  0.058
                  
                  $
                  0.019Foxboro
                  
                  $
                  0.180
                  
                  $
                  0.060NCR
                      Corporation
                  
                  $
                  0.026
                  
                  $
                  0.009IBM
                  
                  $
                  0.002
                  
                  $
                  0.001InRange
                  
                  $
                  0.197
                  
                  $
                  0.066Motorola,
                      Inc.
                      (Arizona)
                  
                  $
                  0.232
                  
                  $
                  0.077Others
                  
                  $
                  0.076
                  
                  $
                  0.025**Total
                      USA Customers**
                  
                  **$**
                  **51.218**
                  
                  **$**
                  **17.042****China
                      Customers:**LM
                      Ericsson
                      Telephone Company
                  
                  $
                  22.375
                  
                  $
                  7.445Motorola,
                      Inc.
                  
                  $
                  9.539
                  
                  $
                  3.174Siemens
                      AG
                  
                  $
                  0.000
                  
                  $
                  0.000Fujitsu
                      Limited
                  
                  $
                  0.483
                  
                  $
                  0.161Teledata
                  
                  $
                  0.289
                  
                  $
                  0.096UTCH
                  
                  $
                  0.000
                  
                  $
                  0.000UT
                      Starcom
                  
                  $
                  0.248
                  
                  $
                  0.083**Total
                      China Customers**
                  
                  **$**
                  **32.934**
                  
                  **$**
                  **10.958****Total
                      ITD-AO Customers**
                  
                  **$**
                  **84.152**
                  
                  **$**
                  **28.000**






I-1