Exhibit
      10.3

     

    FIRST
      AMENDMENT TO THE

    SHARE
      AND ASSET PURCHASE AND SALE AGREEMENT

    


    This
      First Amendment (this “Amendment”)
      to the
      Share and Asset Purchase and Sale Agreement, dated as of December 21, 2005
      (the
“Purchase
      Agreement”),
      is
      made as of this 24th day of February, 2006 by and among Litton Systems, Inc.,
      Litton Systems International, Inc., and Litton U.K. Limited (each a
“Seller”
and,
      collectively, the “Sellers”)
      and
      Simclar Group Limited, Simclar Interconnect Technologies Limited, Simclar,
      Inc.,
      and Simclar Interconnect Technologies, Inc. (each a “Buyer”
and
      collectively, the “Buyers”).
      

    


    W
      I T N E
      S S E T H:

    


    WHEREAS,
      the Sellers and the Buyers are parties to the Purchase Agreement;
      and

    


    WHEREAS,
      the Sellers and the Buyer desire to amend the Purchase Agreement in accordance
      with the requirements of Section 9.11 therein upon the terms and conditions
      set
      forth herein.

    


    NOW,
      THEREFORE, for good and valuable consideration the receipt and sufficiency
      of
      which are hereby acknowledged, the parties hereto hereby agree as
      follows:

    


    	1.  	
            Capitalized
              terms used but not otherwise defined in this Amendment shall have the
              meanings set forth in the Purchase Agreement.


          


     

    	2.  	
            Section
              1.8 of the Purchase Agreement is hereby amended by adding the following
              after Section 1.8(b):

          


     

    (c) Notwithstanding
      the foregoing, in the event that Sellers are not able to transfer or assign
      (i)
      the Proprietary Software License Agreement with Ansoft Corporation (the
“Ansoft
      License”),
      or
      (ii) the Mentor Graphics Customer Agreement for Litton Interconnection Products
      Limited, dated March 25, 1997 (the “Mentor
      Graphics Agreement”)
      prior
      to the Closing, Buyers and Sellers agree to cooperate to effect the transfer
      or
      assignment of the Ansoft License and the Mentor Graphics Agreement as promptly
      as practicable after Closing. If in connection with the transfer, assignment
      or
      replacement of the Ansoft License and the Mentor Graphics Agreement, Buyers
      incur out-of-pocket costs in addition to the costs they would have incurred
      had
      Ansoft and Mentor Graphics consented to the assignment and assumption of the
      Ansoft License and the Mentor Graphics Agreement (the “Incremental
      Costs”),
      then,
      Sellers agree to pay, in connection with the transfer, assignment or replacement
      of such agreements, up to $200,000 of such Incremental Costs. In the event
      that
      the Incremental Costs in connection with the transfer, assignment or replacement
      of the Ansoft License or the Mentor Graphics Agreement exceed $200,000, Sellers
      agree to pay one half of any additional Incremental Costs up to an additional
      $100,000, provided,
      however,
      that
      the provision of this Section 1.8(c) shall be the sole and exclusive remedy
      of
      Buyers with respect to any fees or payments in connection with the transfer,
      assignment or replacement of the Ansoft License or the Mentor Graphics Agreement
      and that Sellers shall not be required to pay any amounts in connection with
      the
      transfer, assignment or replacement of the Ansoft License or the Mentor Graphics
      Agreement in excess of an aggregate of $300,000. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    	3.  	
            Section
              5.5 of the Purchase Agreement is hereby amended by adding the following
              after Section 5.5(f):

          


     

    (g)
      The
      Sellers will indemnify the Buyers in full against termination payments actually
      made consisting of: (i) redundancy payments based on the statutory formula
      but
      with no salary capitation; (ii) payment in lieu of notice, and (iii) an ex
      gratia payment equal to two weeks actual salary, each of the foregoing
      obligations only in respect of any of the UK Business Employees listed on
      Schedule 5.5(a) that is terminated for reason of redundancy (as defined by
      the
      Employment Rights Act of 1996) and only if the date of dismissal of such UK
      Business Employee is within six (6) months after the Closing Date. 

     

    	4.  	
            Section
              5.7 of the Purchase Agreement is hereby amended by adding the following
              after Secttion 5.7(c):

          


     

    (d) After
      the
      Closing, at the request of the Sellers the Buyers shall, and shall cause the
      Company to, provide to the Sellers such timely assistance as is required by
      the
      Sellers for the purpose of determining and paying the Seller’s (or their
      Affiliates’) liability for any Taxes in the PRC. Without limiting the generality
      of the foregoing, the Buyers (or their Affiliates, including the Company) shall
      assist the Sellers in filing any Tax Returns and/or withholding and paying
      any
      Taxes for which the Sellers may be liable in respect of the transactions
      contemplated under the LESC Equity Purchase Agreement, which assistance shall
      include providing documents and communicating with the PRC Tax authorities.
      Sellers shall reimburse the Buyers’ reasonable out-of-pocket third party
      expenses incurred in performing the covenants contained in this Section 5.7(d).
      

     

    	5.  	
            The
              Purchase Agreement is hereby amended by deleting Section 5.18(c) in
              its
              entirety. 

          


     

    	6.  	
            The
              Purchase Agreement shall be amended by adding the following after Section
              5.19:

          


    

      SECTION
        5.20 Technology
        License Royalties.
        

       

    

    (a) After
      the
      Closing, Buyers and their Affiliates shall cause the Company to use its
      reasonable best efforts to take all actions necessary and required to obtain
      the
      approval of the application made by the Company to the relevant PRC approving
      authorities to pay royalties to LUK with respect to the second half of 2005
      under the Licensing Agreement entered into by and between the Interconnect
      Technologies Division of Litton UK Limited and the Company, dated June 28,
      2004
      (the "Technology
      License").
      Within ten (10) Business Days of the receipt by the Company of such approval,
      Buyers will remit to LUK, 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) equal to that amount that the PRC approving
      authorities approve for payment under such application less any reasonable
      third
      party out of pocket expenses of Buyers in connection with effectuating the
      approval and remittance of such royalties. 

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

     

    (b) After
      the
      Closing, Buyers and their Affiliates shall cause the Company to use its
      reasonable best efforts take all actions necessary and required to file with
      the
      relevant PRC approving authorities an application, including any supporting
      or
      accompanying documentation requested by the relevant PRC approving authorities
      with respect to such application, requesting the approval of the payment of
      royalties to LUK under the Technology License for the period from January 1,
      2006 through the Closing Date. Buyers and their Affiliates shall cause the
      Company to use its reasonable best efforts take all actions necessary and
      required to obtain the approval by the relevant PRC approving authorities of
      such application. Within ten (10) Business days of the receipt by the Company
      of
      such approval, Buyers will remit to LUK, 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) equal to that amount that the
      PRC
      approving authorities approve for payment under such application less any
      reasonable third party out of pocket expenses of Buyers in connection with
      effectuating the approval and remittance of such royalties. 

     

    SECTION
      5.21 Post-Closing
      Remittances by Buyers.

    


    In
      no
      event shall the total amount remitted to Sellers by Buyers pursuant to Sections
      5.7(d), 5.18, and 5.20 exceed, in the aggregate, the total amount of cash on
      the
      Company's balance sheet as of the Closing Date, less $1,800,000. 

     

    	7.  	
            Other
              Provisions.
              Except as expressly amended and modified hereby, all other provisions
              of
              the Purchase Agreement shall remain in full force and effect. If any
              term
              or provision of this Amendment shall be inconsistent with any term
              or
              provision in the Purchase Agreement, the term or provision set forth
              herein shall control in all respects.

          


     

    	8.  	
            Governing
              Law; Consent to Jurisdiction.
              This
              Amendment 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 Amendment 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 Amendment 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.

          


     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

     

    	9.  	
            Counterparts.
              This Amendment 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.

          


     

    [signature
      page follows]

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the Sellers and the Buyers have caused this Amendment to be
      executed and delivered as of the date first written above.

     

    


     

    SIMCLAR
      GROUP LIMITED

    


    


    By: 
      /s/
      John Ian Durie 

    Name:
      J.I. Durie

    Title:
      Director

    


    


    SIMCLAR
      INTERCONNECT TECHNOLOGIES LIMITED

    


    


    By: 
      /s/
      John Ian Durie 

    Name:
      J.I. Durie

    Title:
      Director

    


    


    SIMCLAR
      INC.

    


    


    By: 
      /s/
      Barry Pardon 

    Name:
      Barry Pardon

    Title:
      President

    


    


    SIMCLAR
      INTERCONNECT TECHNOLOGIES,

    INC.

    


    By: 
      /s/
      Barry Pardon 

    Name:
      Barry Pardon

    Title:
      President

     

    First
      Amendment to the Share and Asset Purchase and Sale Agreement

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    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