MINUTE OF AGREEMENT

                                     between

                            TECHDYNE (EUROPE) LIMITED

                                       and

                          SIMCLAR INTERNATIONAL LIMITED








<PAGE>



                                      MINUTE of AGREEMENT

                                            between

                              TECHDYNE (EUROPE) LIMITED, incorporated in
                              Scotland under the Companies Acts with registered
                              number SC105568 and having its Registered Office
                              at 5, Albyn Place, Edinburgh, EH2 4NJ ("the
                              Vendor")

                                                     and

                              SIMCLAR INTERNATIONAL LIMITED, incorporated under
                              the Companies Acts with registered number SC59937
                              and having its Registered Office at 5, Albyn
                              Place, Edinburgh, EH2 4NJ ("the Purchaser")

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

WHEREAS

(A)      The Vendor has for some time carried on business as Manufacturer
         of Electronic Components ("the Business").

(B)      The Purchaser and the Vendor are subsidiary companies of Simclar
         International Holdings Limited incorporated under the Companies Acts
         and having its Registered Office at 5, Albyn Place, Edinburgh.

(C)      The Purchaser has agreed with the Vendor with effect from
         commencement of business on 28th February 2002 ("the Transfer Date") to
         purchase the trade and certain assets of the Business and to assume
         some of the liabilities and obligations ("the Liabilities") of the
         Vendor in connection with the Business.

NOW THEREFORE the parties HAVE AGREED and DO HEREBY AGREE as follows:-

1.       Definitions and Interpretation

         1.1  In this Agreement the following words shall have the meanings set
              against them unless the context otherwise admits or requires:-

              "Assets"      all of the undertaking and assets of the Vendor

<PAGE>

                             relating to or used in the Business referred to in
                             Clause 2 (and for the avoidance of doubt,
                             excluding the land and buildings owned by the
                             Vendor)

              "Liabilities"  those debts comprising Trade payables, sums due to
                             Techdyne Inc and to the Purchaser and other
                             creditors and accruals as detailed under the
                             heading "Transfer to Simclar" on the Schedule
                             annexed hereto (and for the avoidance of doubt,
                             excluding the land and buildings owned by the
                             Vendor)

              "Contracts"    the current contracts and engagements of the
                             Vendor

         1.2  Reference to any statute or statutory provision includes a
              reference to:

              1.2.1    that  statute or  statutory  provision  as from time
                       to time  amended,  extended  or
                       re-enacted or consolidated;  and

              1.2.2    all statutory instruments or orders made pursuant to it.

         1.3  Words denoting the singular number only shall include the
              plural and vice versa. Words denoting any gender include all
              genders and words denoting persons shall include firms and
              corporations and vice versa.

         1.4  Unless the context otherwise requires, reference to any
              clause, sub-clause or schedule is to a clause, sub-clause or
              schedule (as the case may be) of or to this Agreement.

         1.5  The headings in this Agreement are inserted for
              convenience only and shall not affect the construction or
              interpretation of this Agreement.

2.       Sale and Purchase

         The Vendor agrees to sell and the Purchaser agrees to purchase with
         effect from the Transfer Date the Assets including without limitation:-

         2.1.1    the manufacturing equipment;

         2.1.2    the office equipment;

         2.1.3    the production tools;


<PAGE>

         2.1.4    the computer equipment;

         2.1.5    the computer software;

         2.1.6    all cash in hand and at the Bank;

         2.1.7    all trade and other receivables due to the Vendor at the
                  Transfer Date;

         2.1.8    all rights and claims of the Vendor against third parties with
                  respect to the Business so far as the Vendor can assign the
                  same;

         2.1.9    all intellectual property rights owned or used by the Vendor
                  in relation to the Business;

         2.1.10   the benefit subject to the burden of the Contracts;

3.       Consideration

         3.1      The purchase price for the Assets ("the Consideration") shall
                  be:-

                  3.1.1    the sum equal to the aggregate value of the Assets
                           less the aggregate value of the Liabilities
                           determined in each case by reference to the Accounts
                           of the Vendor as at the Transfer Date adjusted as
                           shown on the Schedule annexed entitled "Techdyne
                           Europe Limited, Adjusted Balance Sheet" dated 20th
                           March 2002; and

                  3.1.2    the  assumption  by the  Purchaser  of  the
                           Liabilities  in  accordance  with  this Agreement.

         3.2      The amount of the Consideration determined in accordance
                  with Clause 3.1.1 shall be satisfied in cash at such time as
                  the Purchaser may decide and in the meantime shall remain
                  owing as a debt payable on demand and without interest.

4.       Completion

         4.1      Completion of the sale shall take place immediately
                  following execution of this Agreement when the Vendor shall
                  deliver to the Purchaser all of the physical Assets agreed to
                  be sold;
<PAGE>

         4.2      Risk and  property in and title to the Assets  shall pass to
                  the  Purchaser  on the  Transfer Date;

         4.3      The Vendor shall as soon as practicable after the
                  Transfer Date deliver to the Purchaser all transfers,
                  assignments and novations (if necessary) of the Assets
                  together with the relevant documents of title to give effect
                  to this Agreement.

5.       Liabilities

         The Purchaser agrees to purchase the Assets subject to and to assume
         and discharge those liabilities owing by the Vendor in respect of the
         Business subsisting at the Transfer Date and the Purchaser agrees to
         indemnify the Vendor against all claims, demands, actions or other
         proceedings in respect of such debts or liabilities.

6.       Further Assurance and Contracts

         6.1      The Vendor agrees and declares that it will after and
                  notwithstanding completion of the sale and purchase under this
                  Agreement execute and deliver any other documents and take any
                  other steps as shall reasonably be required from time to time
                  by the Purchaser to vest in the Purchaser as it may direct the
                  Assets.

         6.2      Subject always to Clause 7.3 below, the Purchaser shall
                  after the Transfer Date carry out and complete for its own
                  account the Contracts to the extent that the same have not
                  been performed prior to the Transfer Date.

         6.3      In so far as the benefits of the Contracts cannot
                  effectively be transferred by the Vendor to the Purchaser
                  except by way of novation or consent to the assignation from
                  the person, firm or company concerned:-

                  6.3.1  the Vendor and the Purchaser shall (if the
                         Purchaser so requires and at the expense
                         of the Purchaser) co-operate to do everything they
                         reasonably can to procure that the Contracts be
                         novated or assigned as aforesaid as soon as
                         reasonably practicable;
<PAGE>

                  6.3.2    in the case of any assignation as aforesaid the
                           Purchaser shall undertake to indemnify the Vendor
                           against all costs, claims, liability and expenses
                           arising by reason of or in connection with the
                           non-performance or the defective or negligent
                           performance by the Purchaser of the Contracts
                           following such assignation;

                  6.3.3    unless and until any such Contracts shall be novated
                           or assigned as aforesaid the Vendor shall hold the
                           benefit of the said Contracts in trust for the
                           Purchaser and shall account to the Purchaser
                           accordingly in respect of any sums or other benefits
                           received by the Vendor in respect thereof and
                           otherwise act to the direction of the Purchaser and
                           its agents in all matters relating thereto, subject
                           to the Purchaser indemnifying the Vendor against any
                           action, claim, demand, proceedings, damage, expense,
                           charge, liability, cost or loss which the Vendor may
                           have made or brought against it or suffer or incur as
                           a consequence.

7.       V.A.T.

         7.1      The parties shall use all reasonable endeavours to
                  procure that the sale of the Assets is deemed to be a transfer
                  of a business as a going concern for the purposes of the Value
                  Added Tax Act 1994 Section 49 and the Value Added Tax (Special
                  Provisions) Order 1995 Article 5.

         7.2      The Vendor shall forthwith deliver to the Purchaser
                  copies of all records of business for VAT purposes which are
                  required by the Act to be preserved by the Purchaser.

         7.3      The Purchaser shall for a period of not less than six
                  years from the Transfer Date preserve the records delivered to
                  it by the Vendor and upon reasonable notice during business
                  hours make them available to the Vendor or its agents.

8.       Costs
<PAGE>

         The costs of the Vendor and the Purchaser of and incidental to this
         Agreement shall be borne by the Purchaser.

9.       Governing Law

         The Agreement shall be construed in accordance with and governed by
         Scots Law: IN WITNESS WHEREOF

         SIMCLAIR INTERNATIONAL LIMITED              TECHDYNE (EUROPE) LIMITED

         /s/ Samuel Russell                          /s/ J. Ian Durie
         -----------------------------------         ---------------------------
         By: Samuel Russell                          By: J. Ian Durie


<PAGE>

TECHDYNE EUROPE LIMITED
ADJUSTED BALANCE SHEET

<TABLE>
<CAPTION>

                                            Per accounts             Transfer to          Adjusted
                                            at 28/2/02                 Simclar            net assets
                                              (pound)                  (pound)             (pound)

<S>                                           <C>                      <C>                 <C>
Manufacturing equipment                        117,715                  117,715
Office equipment                                 4,005                    4,005
Land & buildings                               450,393                        0             450,393
Production tools                                33,592                   33,592
Computer equipment                               5,267                    5,267
Computer software                               21,532                   21,532
                                          ----------------
                                               632,504
                                          ----------------

Finished goods                                  49,156                   49,156
Trade receivables                              246,456                  246,456
Other receivables & prepayments                  1,015                    1,015
Due from Simclar International                       0                        0             182,111
VAT recoverable                                  8,716
Cash at bank                                   174,052                  348,819
                                          ----------------
                                               479,395
                                          ----------------


Trade payables                                  -1,494                   -1,494
Due to Techdyne, Inc                          -305,898                 -206,863             -99,035
Due to Simclar International                  -265,011                 -265,011
PAYE & NIC                                      -1,611                   -1,611
Other creditors & accruals                      -4,416                   -4,416
                                          ----------------
                                              -578,430
                                          ----------------
Net current assets                             -99,035
                                          ----------------
Bank loan                                     -266,406                                     -266,406
                                          ----------------         ----------------     ----------------
Net assets                                     267,063                1,256,185             267,063
                                          ================         ================     ================
</TABLE>


20-Mar-02