SERVICE AGREEMENT
                              -----------------
                                   between
                         TECHDYNE (SCOTLAND) LIMITED
                         ---------------------------
                                    and
                             JOHN CLARK GRIEVE
                             -----------------

<PAGE>


                            SERVICE AGREEMENT
                            -----------------


                                 between

                      TECHDYNE (SCOTLAND) LIMITED
                      ---------------------------
                                  and

                           JOHN CLARK GRIEVE
                           -----------------


                                                                      1988
                                                                      ----
                                                                       cl



                         Dorman Jeffrey & Co.,
                            Solicitors,
                              Glasgow.

<PAGE>

                             I N D E X
                             ---------


FIRST          Interpretation                              1-2
-----
SECOND         Employment                                  2
-----
THIRD          Standard of Performance                     2-3
-----
FOURTH         Term of Employment                          3
------
FIFTH          Remuneration                                3-4
-----
SIXTH          Expenses and Perquisites of Office          4-5
-----
SEVENTH        Outside Interests                           5-6
-------
EIGHTH         Confidentiality                             6-7
------
NINTH          Discoveries and Inventions                  7-8
-----
TENTH          Default                                     8-10
-----
ELEVENTH       Holidays                                    10
--------
TWELFTH        Incapacity                                  10-11
-------
THIRTEENTH     Restrictive Covenant                        11-14
----------
FOURTEENTH     Resignation on Termination                  14
----------
FIFTEENTH      Restriction on Effect of Termination        14
---------
SIXTEENTH      Further Particulars re Employment           14
---------
SEVENTEENTH    Notices                                     15
-----------
EIGHTEENTH     Lex Loci                                    15
----------
NINETEENTH     Prorogation of Jurisdiction                 16
----------

SCHEDULE       Further Particulars of Employment           17
--------


               DORMAN, JEFFREY & CO., SOLICITORS, GLASGOW
               ------------------------------------------

<PAGE>

                                            MINUTE OF AGREEMENT
                                            -------------------

                                           entered into between

                                     TECHDYNE (SCOTLAND) LIMITED,
                                     ---------------------------
                                     Incorporated under the Companies Act
                                     and having its registered office
                                     situate at 140 West George Street,
                                     Glasgow, G2 2HH (hereinafter called
                                     "the Company")

                                              OF THE ONE PART
                                              ---------------
                                                    and

                                     JOHN CLARK GRIEVE residing at 23
                                     -----------------
                                     Muir Street, Stenhousemuir,
                                     Stirlingshire, FK5 3HZ (hereinafter
                                     called "Mr.  Grieve")

                                            OF THE OTHER PART
                                            -----------------



                              WHEREAS it has been agreed that Mr. Grieve is
                              -------
                              to be employed by the Company AND WHEREAS
                                                            -----------
                              it has been agreed that said employment of Mr.
                              Grieve shall be on the terms and subject to
                              the conditions hereinafter written: NOW
                                                                  ---
                              THEREFORE THE PARTIES DECLARE THAT THEY HAVE
                              --------------------------------------------
                              AGREED AND HEREBY AGREE AS FOLLOWS:-
                              ----------------------------------

                 INTERPRETATION
                 --------------


FIRST            For the purposes of this Agreement, the following words
-----            and phrases shall have the following meanings:-

                 "the Board" shall mean the Board of Directors of the
                      Company.

                 "the commencement date" shall mean 12th October 1987.

                 "holding company", "subsidiary" and "equity share
                      capital" shall have the meanings respectively

<PAGE>  1

                      ascribed thereto pursuant to the provisions of
                      the Companies Act 1985, Section 736 and
                      Section 744.

                 "Group Companies" shall mean all companies which are
                      from time to time a holding company of the
                      Company, a subsidiary company of such holding
                      company or a subsidiary company of the Company.

                 EMPLOYMENT
                 ----------

SECOND           The Company shall employ Mr. Grieve in the position of
------           Managing Director and Mr. Grieve shall perform in a
                 competent and expeditious manner such duties and
                 exercise such powers in the conduct and management of
                 the Company or of any one or more Group Companies as
                 shall from time to time be delegated to him subject
                 always to such directions and restrictions as the Board
                 may from time to time determine.  Mr. Grieve
                 shall perform such services for the Company and the Group
                 Companies without any additional remuneration as
                 Otherwise provided for in Clause FIFTH or as otherwise
                                                  -----
                 from time to time agreed in writing between the Company
                 and Mr. Grieve and Mr. Grieve shall accept such offices,
                 positions and/or directorships in any such companies as
                 the Chairman of the Board may require.

                 The Company shall be at liberty at any time and from
                 time to time to employ another person or persons to act
                 jointly with Mr. Grieve in said employment.

                 STANDARD OF PERFORMANCE
                 -----------------------

THIRD            For so long as he shall be employed by the Company Mr.
-----            Grieve shall devote his whole time and attention to the
                 performance of the duties pertaining to his said
                 employment and do his utmost at all times to promote and

<PAGE>  2

                 develop the business and interests of the Company and of
                 any Group Companies for which he may have
                 responsibilities from time to time and to make their
                 respective businesses a financial success and he shall
                 not knowingly do and shall exercise his best endeavours
                 to prevent being done, any act or thing which may in any
                 way be prejudicial to the Company or any Group
                 Companies.  Mr. Grieve shall conform to such hours of
                 work as may from time to time reasonably be required of
                 him and shall not be entitled to receive any additional
                 remuneration for work outside his normal hours.

                 TERM OF EMPLOYMENT
                 ------------------

FOURTH           Mr. Grieve's employment hereunder shall be deemed to
------           commence (notwithstanding the date hereof) on the
                 commencement date as from which date this Agreement
                 shall supersede all or any existing Agreements which
                 subsist or may subsist between the Company and Mr.
                 Grieve and subject to the provisions herein contained,
                 Mr. Grieve's employment hereunder shall continue until
                 the expiry on the 31st day of December, Nineteen hundred
                 and eighty eight or on any date thereafter of not less
                 than three months' written notice of termination given
                 by either party to the other.

                 REMUNERATION
                 ------------

FIFTH            (A)  There shall be paid to Mr. Grieve in respect of his
-----                 employment under this Agreement a salary (which
                      shall accrue on a day to day basis) at the rate of
                      not less than Twenty Five Thousand Five Hundred
                      Pounds (25,500) Sterling per annum from the
                      commencement date payable monthly as on the last

<PAGE>  3
                      day of each month for the month ending that date or
                      otherwise as may from time to time be arranged.

                 (B)  Said salary shall be deemed to include any fee or
                      remuneration to which Mr. Grieve may otherwise be
                      entitled in respect of his holding any office,
                      directorships or other position with the Company or
                      any of the Group Companies.

                 EXPENSES AND PERQUISITES OF OFFICE
                 ----------------------------------

SIXTH            (A)  Mr. Grieve shall have reimbursed to him all
-----                 reasonable travelling, hotel and other expenses
                      properly incurred by him in or about the
                      performance of his duties hereunder and for which
                      vouchers (if so required) are provided to the
                      reasonable satisfaction of the Chairman of the Board.

                 (B)  Mr. Grieve shall be entitled at all times to the
                      exclusive use of a motor car suitable to Mr.
                      Grieve's office to be provided by the Company and
                      the expenses of providing running and maintaining
                      such motor car (including costs of taxing and
                      insuring same) shall be borne wholly by the Company.

                      Mr. Grieve shall be at liberty to use such car for
                      his private purposes at such cost as the Chairman
                      of the Board may from time to time determine, but
                      shall

                      (i)   take good care thereof and procure that the
                            provisions and conditions of any policy of
                            insurance relating thereto are observed; and

<PAGE>  4

                      (ii)  not permit any such car to be taken out of the
                            United Kingdom without the prior written
                            consent of the Chairman of the Board; and

                      (iii) comply with all directions from time to time
                            given by the Company with regard to motor
                            vehicles provided by it for the use of its staff.

                 (C)  Subject to the rules and conditions thereof, the
                      Company shall procure and maintain the membership
                      of Mr. Grieve of the pension scheme (if any) from
                      time to time operated by the Company for the
                      Company's staff.

                 (D)  Mr. Grieve shall, subject to any restrictions
                      imposed as a result of any previous medical
                      history, be entitled to benefit from such medical
                      services (if any) as the Company makes available to
                      senior executives from time to time.

                 (E)  Mr. Grieve shall, subject to any restrictions
                      imposed as a result of any previous medical
                      history, be entitled to benefit from such permanent
                      health insurance scheme (if any) as the Company
                      makes available to senior executives from time to
                      time.

                 OUTSIDE INTERESTS
                 -----------------

SEVENTH          Mr. Grieve shall not, unless with the prior consent in
-------          writing of the Company during the period of his
                 employment under this Agreement

<PAGE>  5
                 (a)  be directly or indirectly engaged or concerned or
                      interested in the conduct or management of any
                      other business of any kind whatsoever, whether or
                      not in competition with the Company or any of the
                      Group Companies nor shall he own or in any other
                      manner of way whatsoever, be interested in more
                      than five per cent of any class of issued share or
                      loan capital of any company listed on The Stock
                      Exchange, or

                 (b)  accept any public, political, local government,
                      charitable, or academic office or appointment, or
                      undertake any work or duties related thereto or
                      connected therewith, or generally be or become
                      engaged in or involved with any interests which may
                      impinge on the time necessary or desirable to
                      enable Mr. Grieve fully to perform his duties
                      hereunder or otherwise adversely affect his ability
                      to perform his duties as aforesaid.

                 CONFIDENTIALITY
                 ---------------

EIGHTH           (A)  Mr. Grieve shall not during the period of his
------                employment hereunder except in the proper course of
                      his duties and shall not at any time and in any
                      circumstances after the termination thereof divulge
                      to any person whomsoever and shall use his best
                      endeavours to prevent the publication or disclosure
                      of any secrets, trade secrets, confidential
                      knowledge or information or any information
                      concerning the business, finance or affairs of the
                      Company or of any of the Group Companies or of any
                      of their respective customers or clients or any of
                      their dealings or transactions which may have come
                      or may come to his knowledge during or in the
                      course of his employment.


<PAGE>  6

                 (B)  Mr. Grieve shall immediately upon termination of
                      his employment hereunder for whatsoever reason
                      deliver up to the Company all price lists, lists of
                      customers, correspondence and other documents,
                      papers and property belonging to the Company or any
                      Group Company which may have been prepared by him
                      or may have come into his possession in the course
                      of his employment hereunder and shall not retain
                      any copies thereof.

                 DISCOVERIES AND INVENTIONS
                 --------------------------

NINTH            Any discovery or invention or secret process or
-----            improvement in procedure or any trade mark or design or
                 copyright made, discovered or produced by Mr. Grieve in
                 the course of his employment hereunder in connection
                 with or in any way affecting or relating to the business
                 of the Company or of any Group Company or capable of
                 being used or adapted for use therein or in connection
                 therewith shall forthwith be disclosed to the Company
                 and shall belong to and be the absolute property of the
                 Company or such Group Company as the Company may
                 nominate for the purpose.  Mr. Grieve if and whenever
                 required so to do (whether during or after the
                 termination of his appointment) shall at the expense of
                 the Company (or its nominee) apply or join in applying
                 for letters patent or trade mark or other equivalent
                 protection in the United Kingdom or any other part of
                 the world for any such discovery, invention, process,
                 improvement, trade mark, design or copyright as
                 aforesaid and execute and do all instruments and things
                 necessary or desirable for vesting the said letters
                 patent or trade mark or other equivalent protection when
                 obtained and all right, title and interest in and to the
                 same in the Company (or its nominee) absolutely and as

<PAGE>  7

                 sole beneficial owner or in such other person as may be
                 required.  Mr. Grieve hereby irrevocably appoints the
                 Company to be his attorney in his name, and on his
                 behalf to sign, execute do and deliver any such
                 instrument or thing and generally to use his name for
                 the purpose of giving to the Company (or its nominee)
                 the full benefit of the provisions of this Clause.

                 DEFAULT
                 -------

TENTH            Notwithstanding the provisions of Clause FOURTH, the
-----                                                     ------
                 Company shall without prejudice to any other right or
                 remedy competent to the Company be entitled to terminate
                 Mr. Grieve's employment hereunder at any time during its
                 continuance without notice and without payment in lieu
                 of notice if Mr. Grieve

                 (1)  shall be guilty of

                      (a)  dishonesty, or

                      (b)  gross misconduct, or

                      (c)  gross neglect, whether by commission or
                           omission of or failure or delay in the
                           performance of any of his duties hereunder, or

                      (d)  gross incompetence, mismanagement or
                           inefficiency in the performance of any of his
                           duties hereunder

                      to the prejudice of the Company or any Group
                      Companies from time to time or their respective
                      businesses, or

<PAGE>  8

                      (e)  conduct tending to bring himself or the
                           Company or any of the Group Companies into
                           Contempt or disrepute, or

                 (2)  shall have acted in any other way to the material
                      prejudice of the Company or any Group Companies or
                      their respective businesses, or

                 (3)  shall commit any other breach of any of the
                      material provisions of this Agreement other than a
                      breach which (being capable of being remedied) is
                      remedied by him within fourteen days of being
                      called upon to do so in writing by the Chairman of
                      the Board, or

                 (4)  shall have been absent from employment hereunder
                      due to disability for more than three consecutive
                      months or more than three months in aggregate in
                      any continuous period of six months, save where
                      such absence arises pursuant to an accident
                      occurring in the proper course of Mr. Grieve's
                      employment hereunder while engaged in the lawful
                      business of the Company or any of the Group
                      Companies, in which event the relevant period of
                      absence shall be six months or more than six months
                      in aggregate in any continuous period of one year, or

                 (5)  shall become apparently insolvent, or shall execute
                      a trust deed for behoof of his creditors, or shall
                      compound with his creditors.

<PAGE>  9

                 HOLIDAYS
                 --------

ELEVENTH         Mr. Grieve shall in addition to such statutory or public
--------         holidays as may be determined by the Chairman of the
                 Board from time to time, be entitled without loss of
                 remuneration to four weeks' holiday in each calendar
                 year during his employment hereunder and such holiday
                 shall be taken at such time or times as shall be
                 approved by the Chairman of the Board, but shall not be
                 capable of being accumulated from year to year.

                 INCAPACITY
                 ----------

TWELFTH          In the event of Mr. Grieve prior to termination of his
-------          employment hereunder becoming incapacitated through
                 illness from performing to the satisfaction of the
                 Company his duties hereunder, the Company shall procure
                 that he will, whilst so incapacitated, for a period (i)
                 of three months after that event or (ii) until
                 termination of his employment hereunder, whichever be
                 the sooner (such period being hereinafter referred to as
                 "the period"), continue to receive an income equal to
                 the full salary of which he is then in receipt as
                 hereinbefore provided and, on the expiry of the period
                 (other than by reason of the termination of his
                 employment hereunder) the Company shall (subject to
                 obtaining such medical certificates as the Company may
                 from time to time require) procure that Mr. Grieve shall
                 receive until whichever is the earlier of the expiry of
                 a further three months and the termination of his
                 employment hereunder, an income equal to one-half of the
                 said salary provided

                 (a)  that in the event of his incapacity disappearing or
                      diminishing before the period or before termination

<PAGE>  10
                      of his employment hereunder Mr. Grieve shall resume
                      either his full duties hereunder on the same terms
                      and conditions as those pertaining at the date of
                      his incapacity or alternatively such restricted
                      duties as the Company may reasonably decide with
                      payment of not less than two thirds of said salary,
                      and

                 (b)  that until termination of Mr. Grieve's employment
                      hereunder the Company shall notwithstanding Mr.
                      Grieve's incapacity continue to maintain the life
                      insurance, pension and other benefits in force at
                      the date of said incapacity and paid for by the
                      Company.

                 RESTRICTIVE COVENANT
                 --------------------

THIRTEENTH       (A)  Mr. Grieve shall not at any time within a period of
----------            one year from the date of termination of his
                      employment hereunder for whatsoever reason unless
                      with the prior written consent of the Company

                      (a)  directly or indirectly whether as principal,
                           servant or agent, canvass, solicit or entice
                           or endeavour to entice away from the Company
                           or any of the Group Companies, any director or
                           employee of the Company or of any of the Group
                           Companies, or

                      (b)  directly or indirectly, whether as principal,
                           servant or agent or in any other capacity
                           whatsoever carry on or be engaged or
                           interested in any business within Scotland
                           carrying on trade ("the trade") as
                           manufacturers, assemblers, designers,

<PAGE>  11

                           installers, developers, producers, dealers in,
                           agents for or distributors of electronic
                           cables and harness assemblies, electro-
                           mechanical and other products of the Company
                           or any Group Company in competition with the
                           Company or any Group Company,

                      (c)  directly or indirectly, whether as principal
                           servant or agent, solicit or seek to obtain
                           for himself or for any person, firm or
                           corporation by whom he is employed or with
                           whom he is associated the custom of, or act as
                           principal, servant or agent for, or directly
                           or indirectly accept any benefit whether in
                           money or moneysworth from any business in
                           connection with the trade conducted for any
                           person, firm or corporation who either at the
                           date of termination of his employment or at
                           any time during the twelve months immediately
                           preceding such termination is or was a
                           customer of the Company or of any of the Group
                           companies, for whose business Mr. Grieve was
                           at any time in the course of his employment
                           hereunder responsible or with whom in the
                           course of his said employment he had any
                           dealings whatsoever; provided that

                           (i)   for the purpose of this Clause the
                                 expression "customer" shall be deemed to
                                 include a prospective customer whose
                                 business was the subject of negotiation
                                 with the Company or any of the Group
                                 companies at any time within a period of
                                 twelve months prior to the termination of
                                 Mr. Grieve's engagement hereunder, and

<PAGE>  12

                           (ii)  in the event of Mr. Grieve directly or
                                 indirectly receiving any benefit whether
                                 in money or moneysworth as aforesaid at
                                 or in respect of any time during said
                                 period of one year he shall, without
                                 prejudice to any other rights or remedies
                                 competent to the Company or the relevant
                                 Group company to be bound forthwith to
                                 Account for and make payment to the
                                 Company, in respect of such benefit, and

                           (iii) for the purpose of this Clause Mr. Grieve
                                 acknowledges and agrees that where
                                 multinational companies are customers of
                                 the Company and/or any of the Group
                                 Companies the restrictions herein
                                 contained shall have effect in relation
                                 to such multinational companies in
                                 whatever country they are located.

                 (B)  Each of the foregoing obligations shall be deemed
                      to be separate and severable obligations and each
                      of said obligations shall be construed accordingly.

                 (C)  While the foregoing restrictions are considered by
                      the parties to be reasonable in all the
                      circumstances, it is agreed that if any of such
                      restrictions shall be held to be void or
                      ineffective for whatever reason but would be held
                      to be valid and effective if part of the wording
                      thereof were deleted or the periods thereof reduced
                      or the area thereof reduced in scope, the said
                      restrictions shall apply with such modifications as
                      may be necessary to make them valid and effective.

<PAGE>  13

                 RESIGNATION ON TERMINATION
                 --------------------------

FOURTEENTH       Upon the termination of his employment hereunder for
----------       whatever reason, Mr. Grieve shall at any time or from
                 time to time thereafter upon the request of the Company
                 resign without claim for compensation for loss of
                 office, as a director of the Company and as a director
                 of such of the Group Companies as may be so requested
                 and should he fail to do so the Company is hereby
                 irrevocably authorised to appoint some person in his
                 name and on his behalf to sign and do any documents or
                 things necessary or requisite to give effect thereto.

                 RESTRICTION ON EFFECT OF TERMINATION
                 ------------------------------------

FIFTEENTH        The termination of this Agreement howsoever arising
--------         shall not operate to affect such of the provisions
                 hereof as in accordance with their terms are expressed
                 to operate or have effect thereafter.

                 FURTHER PARTICULARS RE EMPLOYMENT
                 ---------------------------------

SIXTEENTH        Further particulars of the terms and conditions of Mr.
---------        Grieve's employment are set out in the Schedule hereto
                 and shall be deemed to be incorporated in this
                 Agreement.

<PAGE>  14

                 NOTICES
                 -------

SEVENTEENTH      Any notice or document required or permitted to be given
-----------      or served under this Agreement-may be given or served
                 personally or by leaving the same or sending the same by
                 first class post at or to the registered office of the
                 party (where it is the Company) for the time being or
                 (in the case of Mr. Grieve) to his address as shown in
                 the preamble to this Agreement or at or to such other
                 address as shall have been last notified to the other
                 party for that purpose.  Any notice or document given or
                 served by post shall be deemed to be given or served on
                 the second business day after the letter containing the
                 same was posted and in proving that any notice or
                 document was so given or served it shall be necessary
                 only to prove that the same was properly addressed and
                 posted as aforesaid.

                 LEX LOCI
                 --------

EIGHTEENTH       This Agreement shall be interpreted according to the law
----------       of Scotland which shall apply to the whole terms
                 thereof.

<PAGE>  15

                 PROROGATION OF JURISDICTION
                 ---------------------------

NINETEENTH       Each of the parties hereby prorogates the non-exclusive
----------       jurisdiction of the Scottish Courts so far as not
                 already subject thereto: IN WITNESS WHEREOF these
                                          ------------------
                 presents typewritten on this and the preceding Fifteen
                 pages for Messrs. Dorman, Jeffrey & Co., Solicitors,
                 Glasgow are together with the Schedule hereto executed
                 in duplicate as follows:-


SEALED with the Common Seal of the said
------
TECHDYNE (SCOTLAND) LIMITED at
---------------------------
on the 11th day of MARCH Nineteen
hundred and eighty eight in the presence of:-

/s/ Gerard W. Clasley	    Director                     [SEAL]
-------------------------

/s/ Joseph Verga         	Director/Secretary
-------------------------

SIGNED by the said JOHN CLARK GRIEVE at
------             -----------------
at GLASGOW on the ELEVENTH day of MARCH
Nineteen hundred and eighty eight before
these witnesses:-

Witness      /s/ David Lindsay Gibson
             ------------------------
Full Name    DAVID LINDSAY GIBSON
             ------------------------
Address      140 WEST GEORGE ST
             ------------------------
             GLASGOW
             ------------------------
0ccupation   SOLICITOR
             ------------------------
                                                       /s/ John Grieve
                                                       ----------------
Witness      /s/ Eric Roger Galbraith
             ------------------------
Full Name    ERIC ROGER GALBRAITH
             ------------------------
Address      140 WEST GEORGE
             ------------------------
             STREET GLASGOW
             ------------------------
Occupation   SOLICITOR
             ------------------------

<PAGE>  16

                                   SCHEDULE

(1)          Hours of Work: Mr. Grieve's normal hours of work at the date
             -------------
             hereof are from 9 a.m. to 5 p.m. (Monday to Friday) inclusive
             of one hour for lunch daily but Mr. Grieve shall conform to
             such hours of work as may reasonably be required of him for
             the proper performance of his duties hereunder and shall not
             be entitled to receive any additional remuneration for work
             outside his normal hours.

(2)          Sick pay: Until this Agreement is duly terminated pursuant
             --------
             to the provisions thereof Mr. Grieve shall notwithstanding
             illness or other incapacity remain entitled for the period
             contemplated in Clause TWELFTH of this Agreement, to receive
                                    -------
             his salary hereunder in full subject only to (a) a reduction
             therein by an amount or amounts equal to the maximum benefit
             which Mr. Grieve fully stamped would be entitled to claim
             under the Social Security Act 1975 or any subsequent
             legislation replacing or amending the same (whether or not
             such benefit is paid) and (b) a reduction therein by an
             amount or amounts equal to any payments made to Mr. Grieve
             pursuant to any insurance then in effect with respect to any
             incapacity.

(3)          Holiday pay: On the expiration or termination of this
             -----------
             Agreement no entitlement to accrued holiday pay will arise.

(4)          Pension Provisions: The Company does not at the date of
             ------------------
             commencement have a Pension Scheme.

(5)          The Grievance Procedure: In the event of Mr. Grieve wishing
             -----------------------
             to seek redress of any grievance relating to his employment
             he should lay his grievance before the Chairman of the Board
             in writing and the Chairman of the Board shall afford the
             Appointee the opportunity of a full and fair hearing in
             respect thereof and his decision on such grievance shall be

<PAGE>  17

             final but without prejudice to any right or remedy competent
             to Mr. Grieve in consequence of such decision.

(6)          Previous Employment: Mr. Grieve does not have any relevant
             -------------------
             previous employment for the purposes of calculating his
             continuous employment with the Company for the purposes of
             the Employment Protection (Consolidation) Act 1978



             /s/ Gerard W. Clasley Director
                                                         [SEAL]
             /s/ Joseph Verga	Director/Secretary

                                                 /s/ John Grieve