Exhibit
      10.12


    LICENSE
      AGREEMENT

    


    THIS
      LICENSE AGREEMENT (this “Agreement”)
      is
      made this 24th day of February, 2006, by and between Litton Systems, Inc.,
      a
      Delaware corporation (hereinafter referred to as “Licensor”),
      Simclar, Inc., a Delaware corporation, and Simclar Interconnect Technologies
      Inc., a Delaware corporation (hereinafter collectively referred to as
“Licensee”).

     

    RECITALS

     

    WHEREAS,
      Licensor, Simclar Inc., and certain other parties are parties to that certain
      Share and Asset Purchase and Sale Agreement dated as of December 21, 2005 (the
      “Purchase
      Agreement”).

     

    WHEREAS,
      Licensor and Licensee desire to enter into this Agreement in connection with
      the
      consummation of the transactions specified in the Purchase
      Agreement.

     

    NOW,
      THEREFORE, in consideration of the mutual covenants set forth in this Agreement,
      and other good and valuable consideration, the receipt and sufficiency of which
      are hereby acknowledged, Licensor and Licensee hereby agree as
      follows:

     

    SECTION
      1. LICENSED PREMISES; USE; NO OFF-SET.

     

    1.1 Licensor
      hereby licenses unto Licensee, and Licensee hereby licenses from Licensor,
      the
      premises consisting of that portion of the improvements located at 4811 W.
      Kearney, Springfield, Missouri, described in Exhibit
      A
      attached
      hereto and incorporated herein (“Licensed
      Premises”)
      and
      access to the common areas shared by Licensor and Licensee (“Common
      Areas”).

     

    1.2 The
      Licensed Premises may be used and occupied for the operation of the Interconnect
      Technologies Assembly Business and Assets acquired by the Licensee, at the
      Licensed Premises that is consistent with the business practices of the Licensor
      at the Licensed Premises immediately prior to the date hereof (the “Business”)
      and
      for no other purpose unless Licensor provides prior written
      consent.

     

    1.3 There
      shall be no abatement, off-set, diminution or reduction of License Fee payable
      by Licensee hereunder or of the other obligations of Licensee hereunder under
      any circumstance.

     

    SECTION
      2. TERM.

     

    2.1 The
      term
      (“Term”)
      of
      this License shall commence on the date of this License (“Commencement
      Date”),
      and
      shall end on the earlier to occur of (i) midnight on the 30th
      day
      following written notice from Licensee of the termination hereof, or (ii) at
      midnight twelve months after the Commencement Date. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2.2 Licensee
      shall not have the right to renew or extend the Term of this
      License.

     

    SECTION
      3. LICENSE FEE.

     

    3.1 During
      the Term, Licensee shall pay to Licensor monthly fixed license fee of seventy
      thousand dollars ($70,000) (“Fixed License Fee” or “License Fee”) payable on the
      first date of the Term and on the monthly anniversary thereafter. The License
      Fee includes Licensee’s allocable share of the costs for taxes, utilities,
      insurances, and other building carrying costs. 

     

    3.2 Intentionally
      Omitted.

     

    3.3 All
      payments of License Fee (unless otherwise specified in this License) shall
      be
      made to Licensor at:

     

    c/o
      Northrop Grumman Systems Corporation

    1745
      W.
      Nursery Road

    M/S
      A465

    Linthicum,
      MD 21090

    Attn:
      Real Estate Manager

     

    or
      such
      other place as Licensor may specify, from time to time, by written notice
      delivered to Licensee in accordance with Section 18.

     

    SECTION
      4. INTENTIONALLY OMITTED.

     

    SECTION
      5. CONDITION; MAINTENANCE.

     

    5.1 Except
      as
      otherwise expressly set forth in this License, and without limiting any rights
      Licensee may have under the Purchase Agreement, no representations, statements,
      covenants or warranties, express or implied, have been made by or on behalf
      of
      Licensor in respect of the Licensed Premises, the status of title thereof,
      the
      physical condition thereof, the Laws applicable thereto, taxes or assessments,
      or the use that may be made of the Licensed Premises.

     

    5.2 Licensor
      covenants and agrees, at its expense to keep, maintain and replace, if
      necessary, the foundations, the exterior paint, the plumbing system, the
      electrical system, septic systems or fields and drainage, the utility lines
      and
      connections to the Licensed Premises, the sprinkler mains, if any, and all
      structural elements and mechanical systems of all improvements located on the
      Licensed Premises, including, without limitation, the roof (and all interior
      elements if damaged by leakage), load-bearing and masonry walls and floor slabs,
      in a safe condition and otherwise in substantially the same condition as the
      Licensed Premises existed on the Commencement Date. Furthermore, Licensor shall
      make all material repairs to any HVAC systems located on the Licensed Premises.
      Licensee shall promptly advise Licensor in writing of any maintenance or repairs
      to the Licensed Premises that it determines to be necessary or
      advisable.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    5.3 Licensor
      shall, at its cost and expense, (i) remove all accumulated snow, ice and debris
      from the Licensed Premises, (ii) perform and/or provide all cleaning, striping,
      paving, landscaping, lighting and security services with respect to the Licensed
      Premises, (iii) perform all preventative maintenance that would customarily
      be
      performed on all building and other property systems located on or in the
      Licensed Premises and (iv) maintain and repair all signage located in or on
      the
      Licensed Premises, in each case, so as to maintain the Licensed Premises, at
      all
      times during the Term, in a safe condition and otherwise in substantially the
      same condition that it exists on the Commencement Date.

     

    5.4 Occupant
      shall, at its sole cost and expense, keep and maintain all interior spaces
      in
      the Licensed Premises to the extent not covered by the maintenance and repair
      obligations of Licensor under this Section 5, and shall keep and maintain all
      fixtures and mechanical equipment used by Occupant, in good order, condition,
      and repair.

     

    SECTION
      6. INSURANCE.

     

    6.1 Licensee
      agrees to carry, at Licensee’s own cost and expense, during the term hereof,
      Commercial General Liability insurance on the Licensed Premises, naming Licensor
      as an additional insured providing coverage of not less than $5,000,000 Each
      Occurrence Limit, $100,000 Fire Damage Limit, $10,000 Medical Expense Limit,
      $1,000,000 Personal and Advertising Injury Limit, $10,000,000 General Aggregate
      Limit, and $2,000,000 Products-Completed Operations Aggregate Limit. The
      insurance required under this Section 6.1 may, at Licensee’s option, be effected
      by umbrella policies issued to Licensee that otherwise comply with the terms
      and
      conditions of this Section 6.

     

    6.2 Licensor
      agrees to carry, at Licensor’s own cost and expense during the Term hereof, all
      risk property insurance covering fire and extended coverage, vandalism and
      malicious mischief, sprinkler leakage and all other perils of direct physical
      loss or damage insuring all buildings, improvements and betterments located
      at
      the Licensed Premises, and all appurtenances thereto (excluding Licensee’s
      Property) for the full replacement value thereof. Licensee shall not be named
      as
      an insured under, or have any right, title or interest in the proceeds of,
      such
      policy(ies). 

     

    6.3 Licensee
      agrees to carry, at Licensee’s sole cost and expense, during the term hereof,
      all risk property insurance covering fire and extended coverage, vandalism
      and
      malicious, mischief, sprinkler leakage and all other perils of direct physical
      loss or damage insuring Licensee’s Property for the full replacement value
      thereof. Licensor agrees that it shall not have any right, title or interest
      in
      and to Licensee’s property insurance covering Licensee’s Property located on or
      within the Licensed Premises or any proceeds there from.

     

    6.4 Licensor
      and Licensee and all parties claiming under them, mutually release and discharge
      each other from all claims and liabilities arising from or caused by any
      casualty or hazard to the extent covered by such party’s insurance, and waive
      any right of subrogation which might otherwise exist in or accrue to any person
      on account thereof. This release, discharge and waiver shall not be effective
      to
      the extent the same violates such party’s insurance policy(ies) or if the such
      party’s insurance carrier charges an additional premium in order to provide such
      waiver and the party benefiting from the waiver does not agree to pay the
      additional premium.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    6.5 Licensor
      and Licensee each shall ensure that any contractors performing work on the
      Licensed Premises on behalf of such party shall maintain Commercial General
      Liability insurance in an amount with a combined single limit of One Million
      Dollars ($1,000,000.00), with a reasonable deductible, for the benefit of
      Licensor and Licensee.

     

    6.6 Upon
      written request of either party, the other party shall furnish the requesting
      party with certificates of the insurance which such party is required to carry
      under this Section. Such certificates shall provide that the insurer give the
      certificate holder at least thirty (30) days prior written notice of any
      cancellation or material amendment of the policy in question.

     

    SECTION
      7. INDEMNIFICATION.

     

    7.1 Subject
      to the limitations set forth below, Licensee hereby indemnifies and holds
      Licensor and its officers, directors, stockholders, employees, affiliates and
      contractors harmless from and against any and all losses, claims, demands,
      liabilities, damages fines, costs and expenses (including reasonable attorneys’
fees and expenses) arising from Licensee’s use of the Licensed Premises whether
      during or after the Term or from any act permitted, or any omission to act,
      in
      or about the Licensed Premises by Licensee or its agents, employees or
      contractors during the term or from any breach or default by Licensee of this
      Agreement, or any accident, injury or damage occurring in, at or upon the
      Licensed Premises, except, in each case, to the extent any such claims, demands,
      liabilities or expenses are caused by Licensor’s negligence or willful
      misconduct. In the event any action or proceeding shall be brought against
      Licensor by reason of any such claim, demand, liability or expense. Licensee
      shall defend the same at Licensee’s expense by counsel selected by the insurance
      company (if covered by insurance) and otherwise by counsel reasonably
      satisfactory to Licensor. Notwithstanding the foregoing, nothing in this
      Agreement shall be construed to obligate Licensee to indemnify Licensor for
      such
      matters as Licensor has agreed to provide indemnification pursuant to the
      Purchase Agreement.

     

    7.2 Licensee
      shall indemnify, defend and hold harmless Licensor against any fines, penalties,
      suits, claims, actions and costs (including, but not limited to, attorney’s fees
      and investigation or remediation costs) arising out of or in any way connected
      with any disposal, spill, discharge or release of Hazardous Materials, any
      violation, noncompliance or upset event (including, but not limited to, an
      exceedance of applicable wastewater discharge limits) or any act or omission
      by
      Licensee at any time during or as a result of Licensee’s use or occupancy of or
      operations at the Licensed Premises. For instance, Licensee shall indemnify,
      defend and hold harmless Licensor to the extent Licensee’s acts or omissions
      adversely impact or result in an increase in costs or remediation activities
      (including but not limited to in the event that Licensee causes a spill or
      release, Licensee communicates unilaterally with governmental authorities which
      triggers additional remediation activities, Licensee discharges wastewater
      to
      the wastewater treatment system that results in an exceedance of the wastewater
      discharge permit limits).

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    7.3 Licensor
      hereby indemnifies and holds Licensee and its officers, directors, stockholders,
      employees, affiliates and contractors harmless from and against any and all
      losses, claims, demands, liabilities, damages, fines, costs and expenses
      (including reasonable attorneys’ fees and expenses) arising from a breach or
      default by Licensor of its obligations hereunder or by reason of any negligence
      or wrongful act committed by Licensor or its agents, employees or contractors
      when any one of them has entered upon the Licensed Premises in accordance with
      the terms of this Agreement, except to the extent any such claims, demands,
      liabilities or expenses are caused by Licensee’s negligence or willful
      misconduct. Licensor shall indemnify, defend and hold harmless Occupant against
      any fines, penalties, suits, claims, actions and costs (including, but not
      limited to, attorney's fees and investigation or remediation costs) arising
      out
      of or in any way connected with any disposal, spill, discharge or release of
      Hazardous Substances, any violation, noncompliance or upset event (including,
      but not limited to, an exceedance of applicable wastewater discharge limits)
      or
      any act or omission by Licensor at any time during or as a result of Licensor's
      use or occupancy of or operations at the facility of which the Licensed Premises
      are a part. In the event any action or proceeding shall be brought against
      Licensee by reason of any such claim, demand, liability or expense, Licensor
      shall defend the same at Licensor’s expense by counsel selected by the insurance
      company (if covered by insurance) and otherwise by counsel reasonably
      satisfactory to Licensee. Notwithstanding the foregoing, nothing in this
      Agreement shall be construed to obligate Licensor to indemnify Licensee for
      such
      matters as Licensee has agreed to provide indemnification pursuant to the
      Purchase Agreement.

     

    7.4 The
      foregoing provisions of this Section 7 are not intended to limit the rights
      of
      the parties under the Purchase Agreement, but shall be without double counting.
      

     

    7.5 The
      provisions of this Section 7 shall survive the expiration or earlier termination
      of this Agreement.

     

    SECTION
      8. ASSIGNMENT AND SUBLETTING.

     

    8.1 Licensee
      shall not have the right to sublet, assign or otherwise transfer its interest
      in
      this Agreement. 

     

    SECTION
      9. REPAIR AFTER CASUALTY.

     

    In
      the
      event the Licensed Premises is hereafter materially damaged or destroyed or
      rendered fully or partially unlicenseable for its accustomed use, by fire or
      other casualty, then this Agreement shall immediately terminate. 

     

    SECTION
      10. EVENTS OF DEFAULT.

     

    Any
      of
      the following shall be deemed an event of default by Licensee:

     

    (a) Any
      failure by Licensee to pay the License Fee or make any other payment required
      to
      be made by Licensee hereunder within thirty (30) days after receipt of written
      notice from the Licensor; and

     

    (b) A
      failure
      by Licensee to observe and perform any other provision of this Agreement to
      be
      observed or performed by the Licensee, where such failure continues for
      forty-five (45) days after written notice thereof by Licensor to Licensee,
      except that this forty-five (45) day period shall be extended for a reasonable
      period of time if such failure is not reasonably capable of cure within said
      forty-five (45) day period and Licensee proceeds to cure such default within
      such period; and 

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    (c) If
      Licensee shall file a voluntary petition for relief under the United States
      bankruptcy code or if such petition is filed against it and an order for relief
      is entered, or if Licensee shall file any petition or answer seeking consenting
      to or acquiescing in any reorganization, arrangement, composition, readjustment,
      liquidation, dissolution or similar relief under the present or any future
      United States bankruptcy code or any other present or future applicable federal,
      state or other statute or law, or shall seek or consent to or acquiesce in
      or
      suffer the appointment of any trustee, receiver, custodian, signee,
      sequestrator, liquidator or other similar official of Licensee, or of all or
      any
      substantial part of its properties or of the Licensed Premises or any interest
      therein of Licensee; and

     

    (d) If
      within
      ninety (90) days after the commencement of any proceeding against Licensee
      seeking any reorganization, arrangement, composition, readjustment liquidation,
      dissolution or similar relief under the present or any future United States
      bankruptcy code or any other present or future applicable United States, state
      or other statute or law, such proceeding shall not have been dismissed; or
      if,
      within ninety (90) days after the appointment, without the consent or
      acquiescence of Licensee, of any trustee, receiver, custodian, assignee,
      sequestrator, liquidator or other similar official of Licensee or of all or
      any
      substantial part of its properties or of the Licensed Premises or any interest
      therein of Licensee, such appointment shall not have been vacated or stayed
      on
      appeal or otherwise, or if, within thirty (30) days after the expiration of
      any
      such stay, such appointment, shall not have been vacated.

     

    SECTION
      11. LICENSOR’S REMEDIES.

     

    In
      the
      case of an event of default by Licensee hereunder (as defined in Section 10
      above), Licensor shall have the right, at Licensor’s option, without further
      notice or demand of any kind to exercise any rights or remedies it may have
      at
      law or equity.

     

    SECTION
      12. LICENSOR’S DEFAULT.

     

    If
      Licensor should default in the performance of any of its obligations under
      this
      Agreement for a period of more than thirty (30) days after receipt of written
      notice from Licensee specifying such default, or if such default is of a nature
      to require more than thirty (30) days to remedy and continues beyond the time
      reasonably necessary to cure such default (or Licensor has not undertaken
      procedures to cure such default within such thirty (30) day period or thereafter
      diligently pursued such procedures, subject to force majeure), Licensee may,
      in
      addition to any other remedy available at law or in equity, terminate this
      Agreement upon ninety (90) days notice (but without any right to damages as
      a
      result thereof) . Licensee agrees that nothing in this Agreement and no breach
      of this Agreement shall modify or limit any party’s obligations to make any
      payments that are required to be made pursuant to the Purchase
      Agreement.

     

    SECTION
      13. NO WAIVER OF DEFAULT.

     

    No
      waiver
      by either party of any of the duties, obligations, covenants or conditions
      required to be performed by the other party under this Agreement and no waiver
      of any legal or equitable relief or remedy shall be implied by the failure
      of
      either party to assert any of its rights or to declare any forfeiture, and
      no
      waiver of any of said duties, obligations, covenants or conditions shall be
      valid unless it shall be signed in writing by the party against whom such waiver
      is claimed. In addition, no waiver of any particular right by either party
      shall
      be deemed to waive the assertion of that right or any other rights in the
      future.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    SECTION
      14. IMPROVEMENTS AND ALTERATIONS BY LICENSEE; LICENSEE’S
      PROPERTY.

     

    14.1 Licensee
      shall not have the right, at any time during the Term, to make any alteration
      or
      improvement to the Licensed Premises or any improvement located thereon, except
      for non-material alterations which are non-structural, do not affect the roof,
      exterior or layout of the improvements on the Licensed Premises and do not
      affect the building systems or the value of the Licensed Premises or the
      operations or usability thereof and can be removed from the Licensed Premises
      with the Licensed Premises restored to its original condition without damage
      at
      the end of the Term. All improvements shall be performed in compliance with
      all
      applicable Laws. Licensee shall, upon Licensor’s request, remove any such
      installation at the end of the Term and restore the Licensed Premises its
      original condition without damage at the end of the Term.

     

    14.2 Any
      trade
      fixtures, business equipment, inventory and other personal property now existing
      or hereafter installed by Licensee in or on the Licensed Premises, shall remain
      the property of the Licensee, subject to the provisions of Section 25.
      Licensee’s property in no event shall include the heating, air conditioning,
      ventilation, electrical, plumbing, sewer, fire protection, security or similar
      systems of the improvements located on the Licensed Premises. Licensor agrees
      that Licensee shall have the right but not the obligation, at any time and
      from
      time to time, to remove any and all of Licensee’s property. Licensee shall use
      commercially reasonable efforts to minimize any damage occasioned by the removal
      of Licensee’s property and shall repair, at its sole cost and expense, any such
      damage and shall leave the Licensed Premises in the condition specified in
      Section 25 at the expiration of the Term or the earlier termination of the
      Agreement in accordance herewith.

     

    SECTION
      15. COMPLIANCE WITH LAWS.

     

    15.1 Licensee
      shall, throughout the term of this Agreement, and at Licensee’s sole cost and
      expense, promptly comply, or cause material compliance: (i) with all Laws
      including, without limitation, Environmental Laws (as defined in Section 16.6),
      whether present or future, foreseen or unforeseen, ordinary or extraordinary,
      and whether or not the same shall be presently within the contemplation of
      Licensor and Licensee or shall involve any change of governmental policy, or
      require structural or extraordinary repairs, alterations, or additions, and
      irrespective of the cost thereof, which may be applicable to the Licensed
      Premises; and (ii) with all of the Permitted Encumbrances. For the purposes
      of
      this Agreement, the term “Laws”
shall
      mean all laws, statutes and ordinances (including codes, approvals, permits
      and
      zoning regulations and ordinances) and the orders, rules, regulations,
      interpretations, directives and requirements of all federal, state, county,
      city
      and borough departments, bureaus, boards, agencies, offices, commissions and
      other subdivisions thereof, or of any official thereof, or of any other
      governmental, public or quasi-public authority, whether now or hereafter in
      force, in each case, applicable to the Business, the Licensed Premises, the
      performance of Licensee’s obligations hereunder or Licensee’s use and/or
      occupation of the Licensed Premises or the performance of any work threat.
      Licensee shall obtain, and all times maintain in full force and effect at its
      own expense, all applicable and necessary certificates, approvals,
      registrations, licenses and permits, including but not limited to hazardous
      waste generator identification numbers (collectively the “Permits”)
      required in connection with the use and occupancy of the Licensed Premises.
      Licensee shall comply with all conditions, covenants and terms contained in
      the
      Permits.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    15.2 Licensee
      shall comply with all policies and procedures of Licensor and its affiliates
      that apply to occupation and use of the Licensed Premises, to include
      environmental, security, information technology, computing and export control
      policies and procedures. Prior to the Commencement Date Licensor will provide
      to
      Licensee copies of such policies and procedures.

     

    15.3 Licensee,
      at its sole cost and expense and after notice to Licensor, may contest by
      appropriate proceedings prosecuted diligently and in good faith, the legality
      or
      applicability of any Law affecting the Licensed Premises; provided,
      however,
      that
      and only for so long as (i) Licensor shall not be subject to imprisonment or
      to
      prosecution for a crime or to any civil fine or penalty, nor shall the Licensed
      Premises or any part thereof be subject to being condemned or vacated or
      otherwise at risk of forfeiture, nor shall the certificate of occupancy for
      the
      Licensed Premises (or any portion thereof) be suspended or threatened to be
      suspended by reason of noncompliance or by reason of such contest; (ii) Licensee
      shall indemnify Licensor against all loss, liabilities, damages, fines,
      penalties, interest, cost and expense resulting from or incurred by Licensor
      in
      connection with such contest or non-compliance (iii) Licensee shall, prior
      to
      commencement of any such contest, deliver to Licensor such other security as
      is
      reasonably satisfactory in all respects to Licensor with respect thereto (and
      upon reasonable request of Licensor, shall increase the amount of such
      security); and (iv) Licensee shall keep Licensor regularly advised as to the
      status of such proceedings.

     

    15.4 No
      abatement, diminution or reduction in License Fee, or any other charges required
      to be paid by Licensee pursuant hereto shall be claimed by or allowed to
      Licensee for any inconvenience or interruption, cessation, or loss of business
      caused directly or indirectly, by any present or future Laws, or by priorities,
      rationing or curtailment of labor or materials, or by war, civil commotion,
      strikes or riots, or any manner or thing resulting therefrom, or by any other
      cause or causes beyond the control of Licensor or Licensee, nor shall this
      Agreement be affected by any such causes; and no diminution in the amount of
      the
      space used by Licensee caused by legally required changes in the construction,
      equipment, fixtures, motors, machinery, operation or use of the Licensed
      Premises shall entitle Licensee to any abatement, diminution or reduction of
      the
      rent or any other charges required to be paid by Licensee pursuant to the terms
      of this Agreement.

     

    15.5 If
      Licensee receives notice of any violation of, or default under, any Laws, liens
      or other encumbrances applicable to the Business or the Licensed Premises,
      Licensee shall give prompt notice thereof to Licensor.

     

    15.6 Nothing
      contained in this Section 15 is intended to limit the parties’ obligations under
      the Purchase Agreement with respect to the Licensed Premises.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    SECTION
      16. ENVIRONMENTAL MATTERS

     

    16.1 Licensee
      shall, at its own expense, make all submissions to, provide all information
      required by, and comply with all requirements of, all Governmental Entities
      under Environmental Law as a result of Licensee’s use or occupancy of or
      operations at the Licensed Premises, (including but not limited to applicable
      submissions of RCRA hazardous waste, EPCRA Form R and Tier II reports). In
      no
      event shall Licensee (or its agents) be permitted to conduct any of the
      following activities: (i) intrusive environmental investigation, sampling or
      testing, or (ii) disclosure, report or other communication to any Governmental
      Entity (as hereinafter defined) or other third party regarding any environmental
      conditions at, on, under, within or migrating to or from the Licensed Premises;
      in each case except where such activities are (a) required by Environmental
      Law
      (as hereinafter defined) or (b) a necessary immediate response to an emergency
      or threat to human health.

     

    16.2 Licensee
      covenants that Licensee shall not bring, keep, use, store, treat, handle,
      dispose of, transport, or maintain Hazardous Materials (as hereinafter defined)
      on or about the Licensed Premised, other than those Hazardous Materials
      customarily used by Licensee in the ordinary course of the Business (and then
      only in customary quantities, in compliance with all Environmental Laws and
      in a
      safe and orderly manner).

     

    16.3 Upon
      request by Licensor, Licensee shall provide Licensor with copies of any
      non-privileged environmental permits, approvals, registrations, licenses,
      reports or filings prepared by or for Licensee related to licensee use or
      occupancy of or operations at the Licensed Premises. Licensee shall immediately
      notify Licensor of:

     

    	·  	
            Any
              release or discharge of any Hazardous Substance resulting from its
              use or
              occupancy of the Licensed Premises, whether or not the release is in
              a
              quantity that would require under law the reporting of such release
              to a
              Governmental Entity.

          


     

    	·  	
            Any
              notice of a violation or a potential or alleged violation of any
              Environmental Law or regulation that is received by Licensee from any
              Governmental Entity. 

          


     

    	·  	
            Any
              inspection by a Governmental Entity of the Licensed Premises.
              

          


     

    	·  	
            Any
              inquiry, investigation, enforcement, cleanup, removal or other action
              that
              is instituted or threatened by a Governmental Entity against Licensee
              that
              relates to the release or discharge of Hazardous Materials at, on,
              under
              or from the Premises.

          


     

    	·  	
            Any
              claim that is instituted or threatened by any third-party against Licensee
              that relates to any release or discharge of Hazardous Materials at,
              on,
              under or from the Licensed Premises.

          


     

    	·  	
            Any
              notice of the loss of any environmental permit by
              Licensee.

          


     

    16.4 Licensor
      shall have the right, during the Term , to enter the Licensed Premises for
      purposes of conducting environmental investigations (which investigations are
      likely to include extensive collection of sub-slab soil and groundwater samples)
      and remediation activities (which remediation activities may require relocation
      of Licensee’s operations). Licensee acknowledges, understands, and agrees that,
      if Licensor is required to perform any remediation activities at, in, on or
      under the Licensed Premises, Licensor shall be authorized to enter the Licensed
      Premises to perform and control any such remediation activities. Licensee
      further acknowledges, understands and agrees that such required access may
      include access to interior or exterior locations for purposes of: sampling
      soil,
      groundwater, air or other environmental media; installation of groundwater
      monitoring wells; excavation of soil; treatment of soil or implementation of
      other remediation systems, equipment or activities or for other purposes
      required in furtherance of Licensor’s remediation activities. Licensee assumes,
      releases and waives any claims, actions, losses or damages that it has or may
      have against Licensor with respect to any remediation activities including
      business interruption or any other damages resulting from Licensor’s performance
      of any remediation activities.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    16.5 Licensee
      shall cooperate with Licensor, as Licensor deems necessary, with the performance
      of Licensor’s remediation activities and Licensee, its employees, agents,
      contractors, subcontractors and representatives shall not interfere with the
      performance of Licensor’s remediation activities. In the event that it is
      necessary for anyone to communicate or negotiate with any third-party or
      Governmental Entity regarding historic environmental impacts or
      investigation/remediation activities at the site, Licensee agrees that Licensor
      shall solely conduct such communications or negotiations, at Licensor’s sole
      discretion, with such third-party or Governmental Entity. Licensee acknowledges,
      understands, and agrees that it shall not be permitted to participate in any
      communications or negotiations with any third-party or Government Entity
      regarding historic environmental impacts or investigation/remediation activities
      at or related to the site. Licensee shall not conduct any sampling, without
      Licensor’s prior written consent, which consent may be withheld in Licensor’s
      sole discretion.

     

    16.6 For
      the
      purposes of this Agreement (i)”Environmental
      Laws”
means
      all Laws and common law relating to pollution or the environment (including
      ambient air, surface water, ground water, land surface or subsurface strata),
      including Laws relating to emissions, discharges, releases or threatened
      releases of Hazardous Materials; (ii) “Hazardous
      Materials”
means
      any wastes, substances, or materials (whether solids, liquids or gases) that
      are
      now or hereafter 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 and also including, without limitation, polychlorinated
      biphenyls (PCBs), asbestos, lead-based paints, and petroleum and petroleum
      products (including, without limitation, crude oil or any fraction thereof);
      and
      (iii) “Governmental
      Entity”
shall
      mean any United States or non-United States governmental, quasi-governmental
      or
      regulatory authority.

     

    (a) Licensor
      will allow for Licensee to discharge its wastewater into Licensor’s wastewater
      treatment system. Licensee’s discharge shall be consistent with the nature and
      volume of wastewater discharged by the ITD Assembly Business immediately prior
      to the Commencement Date, and Licensee shall not change the volume or nature
      of
      its wastewater discharge without the prior written approval of Licensor.
      Licensor shall have the right to take samples of Licensee’s wastewater discharge
      and set limitations restricting the volume and nature of the wastewater Licensee
      is allowed to discharge into Licensor’s wastewater treatment
      system.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    16.7 Licensor
      shall have the right, but not the obligation, to undertake the investigation
      and/or remediation of any release by Licensee of any Hazardous Substance and
      Licensee shall indemnify Licensor for all costs associated with such
      investigation and remediation. If Licensor waives its rights to undertake
      investigation and/or remediation, Licensee shall immediately investigate and
      remediate the release to conditions which existed prior to the
      release.

     

    SECTION
      17. WAIVER OF LICENSOR’S LIEN.

     

    Licensor
      hereby waives any contractual, statutory or other Licensor’s lien which may
      exist in Licensee’s Property, and Licensor hereby agrees to execute a Licensor
      lien waiver agreement in favor of Licensee’s lender in form and substance
      reasonably satisfactory to such lender and Licensor.

     

    SECTION
      18. NOTICES.

     

    All
      notices, statements and other communications to be given under the terms of
      this
      License shall (a) be in writing, (b) contain a reference to the date of this
      License and the parties hereto, (c) contain the property address, (d) be deemed
      given upon actual receipt (or refusal) with proof of delivery, and (e) be sent
      by (i) certified or registered U.S. mail, return receipt requested, postage
      prepaid or (ii) reputable overnight courier service, and addressed as follows,
      or at such other address as from time to time designated in writing in
      accordance herewith by the party to receive the notice:

     

    If
      to the
      Licensee:

     

    Simclar
      Interconnect Technologies, Inc.

    2230
      West
      77th
      Street

    Hialeah,
      FL 33016

    Attention:
      President

    


    Porter,
      Wright, Morris & Arthur, LLP

    41
      South
      High Street

    (Suite
      2800)

    Columbus,
      Ohio 43215

    Attention:
      William J. Kelly, Jr., Esq.

    


    If
      to the
      Licensor:

    


    Litton
      Systems Inc.

    c/o
      Northrop Grumman Corporation

    1840
      Century Park East

    Los
      Angeles, CA 90067-2199

    Attention:
      Real Estate Department - Legal Notices

    


    Fried,
      Frank, Harris, Shriver & Jacobson LLP

    One
      New
      York Plaza

    New
      York,
      NY 10004

    Attention:
      David N. Shine, Esq.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    Licensor
      and Licensee acknowledge and agree that any Notice from their respective counsel
      identified above, or such other counsel as may be specified in writing from
      time
      to time and delivered to the other party pursuant to this Section, shall
      constitute a Notice from the party whom such counsel represents.

    


    SECTION
      19. APPLICABLE LAW AND CONSTRUCTION; NO PARTNERSHIP.

    


    The
      laws
      of the state in which the Licensed Premises is located shall govern the
      validity, performance and enforcement of this Agreement. The invalidity or
      unenforceability of any provision of this Agreement shall not affect or impair
      any other provision. All negotiations, considerations, representations and
      understandings between the parties are incorporated in this Agreement and this
      Agreement may be modified or altered only by an agreement in writing between
      the
      parties. This Agreement has been negotiated by Licensor and Licensee and the
      Agreement, together with all of the terms and provisions hereof, shall not
      be
      deemed to have been prepared by either Licensor or Licensee, but by both
      equally. This Agreement shall not create any partnership, venture or other
      common enterprise between Licensor and Licensee.

    


    SECTION
      20. VARIATIONS IN PRONOUNS; CAPTIONS.

    


    All
      of
      the terms and words used in this Agreement, regardless of the number and gender
      in which they are used, shall be deemed and construed to include any other
      number, singular or plural, and any other gender, masculine or feminine or
      neuter, as the context or sense of this Agreement or any paragraph or clause
      herein may require, as if words had been fully and properly written in such
      number and gender. Any paragraph titles or captions contained in this Agreement
      are for convenience only and shall not be deemed to be part of the context
      of
      this Agreement.

    


    SECTION
      21. BINDING EFECT OF AGREEMENT.

    


    Except
      as
      otherwise provided herein, this Agreement and all of the covenants, conditions,
      provisions and restrictions contained herein shall inure to the benefit of
      and
      be binding upon the permitted successors and assigns of both the Licensor and
      Licensee.

    


    SECTION
      22. LICENSOR’S ACCESS.

    


    Upon
      reasonable prior written notice delivered to Licensee in no event less than
      twenty-four (24) hours in advance (except in the case of an emergency), Licensor
      may enter the Licensed Premises during Licensee’s normal business hours for
      purposes of inspection (including, without limitation, environmental
      investigations), or to observe Licensee’s operations for purposes of assessing
      and confirming compliance with all applicable Environmental Laws and other
      applicable policies and procedures of Licensor and its affiliates, to show
      the
      Licensed Premises to prospective purchasers and lenders, or to exercise any
      of
      its rights or to perform any of its obligations hereunder, including, without
      limitation, Licensor’s right of self help under Section 24. Licensor shall
      endeavor to exercise any right of access provided hereunder in a manner that
      does not unreasonably interfere with conduct of the Business at the Licensed
      Premises, but the foregoing shall not require Licensor to utilize overtime
      labor
      or incur material additional costs.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    SECTION
      23. FORCE MAJEURE.

    


    In
      the
      event either party hereto shall be delayed or hindered in or prevented from
      the
      performance of any act required under this Agreement by reason of adverse
      weather conditions, strikes, lockouts, labor troubles, inability to procure
      materials, failure of power, riots, prohibitive Laws, insurrection, war or
      other
      reason of a like nature which is not the fault of the party delayed in
      performing such act, then performance of such act shall be excused for the
      period of the delay, and the period for the performance of any such act shall
      be
      extended for a period equivalent to the period of such delay. The provisions
      of
      this Section shall not (a) operate to excuse Licensee from prompt payment of
      any
      License Fee or any other payments; or (b) be applicable to delays or
      non-performance resulting from the inability of a party to obtain financing
      or
      to proceed with its obligations under this Agreement because of a lack of
      funds.

    


    SECTION
      24. LICENSOR’S RIGHTS TO PERFORM LICENSEE’S COVENANTS

    


    24.1 If
      Licensee shall default in the performance of any of Licensee’s obligations under
      this Agreement, Licensor, without thereby waiving such default, may (but shall
      not be obligated to) perform the same for the account and at the expense of
      Licensee, without notice in any case of emergency, and, in any other case,
      if
      such default continues after the expiration of the applicable cure period set
      forth herein, if any.

    


    24.2 Licensee,
      within thirty (30) days after demand (which shall include copies of all invoices
      or other evidence of amounts incurred by Licensor), shall reimburse Licensor
      for
      all expenses incurred by Licensor (including reasonable attorneys’ fees)
      pursuant to, or in connection with (a) any performance by Licensor for the
      account of Licensee pursuant to Section 24.1 or (b) successfully collecting
      or
      endeavoring to collect rent or any component thereof, or enforcing or
      endeavoring to enforce any of Licensor’s rights against Licensee hereunder or
      any of Licensee’s obligations hereunder, together, in either case, with interest
      thereon, at the Interest Rate, from the date that such expenses were incurred
      by
      Licensor to the date that the same are reimbursed to Licensor by
      Licensee.

    


    SECTION
      25. END OF TERM.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    
 

    Licensee
      shall, upon the expiration of the Term or any earlier termination of this
      Agreement in accordance herewith, surrender to Licensor the Licensed Premises
      and all alteration, improvements and other additions which may be made or
      installed by either party to, in, upon or about the Licensed Premises, other
      than Licensee’s Property which shall remain the property of Licensee and which
      Licensee shall immediately remove at its own expense. In connection therewith,
      Licensee shall use commercially reasonable efforts to minimize any damage
      occasioned by the removal of Licensee’s Property and shall repair, at its sole
      cost and expense, any such damage and shall leave the Licensed Premises in
      substantially the same condition as existed on the Commencement Date, free
      of
      debris, normal wear and tear and damage from casualty and condemnation excepted.
      Notwithstanding the foregoing, any items of Licensee’s Property which remain in
      the Licensed Premises after the expiration of the Term, or more than fifteen
      (15) days after an earlier termination of this Agreement, may, at the option
      of
      Licensor, be deemed to have been abandoned, and may be retained by Licensor
      as
      its property or disposed of by Licensor, without accountability, in such manner
      as Licensor shall determine and at Licensee’s sole cost and expense. At the end
      of the Term, Licensee shall, upon Licensor’s request, remove any installation
      made to the Licensed Premises by Licensee or on behalf of Licensee and restore
      the Licensed Premises to substantially the same condition as existed on the
      Commencement Date, normal wear and tear and damage from casualty and
      condemnation excepted.

    


    SECTION
      26. LICENSOR NOT LIABLE FOR INJURY OR DAMAGE, ETC.

    


    Neither
      Licensor nor any of its shareholders, principals, officers, directors, agents,
      employees, consultants or contractors shall in any event whatsoever, except
      to
      the extent caused by its own gross negligence or willful misconduct during
      the
      Term (but in such case only to the extent that the liability is in excess of
      the
      limits of the insurance coverage, or is excluded from the insurance coverage,
      required to be carried by Licensee hereunder), be liable for any injury, damage
      or loss to Licensee, or any person claiming by, through or under Licensee,
      or
      any other person happening on, in or about the Licensed Premises and its
      appurtenances (including, without limitation, street and sidewalk areas) nor
      for
      any injury or damage to the Licensed Premises or to any property belonging
      to
      Licensee, or any person claiming by, through or under Licensee, or any other
      person, which may be caused by or result from (i) any fire or other casualty,
      (ii) any action of wind, water, lightning or any other of the elements, (iii)
      any use, misuse or abuse of the improvements located on the Licensed Premises,
      or to other acts or negligence of Licensee, any licensee, invitee or contractor
      of Licensee, or any other person happening on, in or about the Licensed Premises
      and its appurtenances (including, without limitation, street and sidewalk
      areas), (iv) the condition of the Licensed Premises or any defect therein or
      any
      equipment, machinery, wiring, apparatus or appliances whatsoever now or
      hereafter situate in, at, upon or about the Licensed Premises, or any leakage,
      bursting or breaking up of the same, (v) any failure or defect of water, heat,
      gas, chilled water, steam, electric light or power supply, or of any apparatus,
      machinery or appliance in connection therewith, (vi) any gasoline, oil, steam,
      gas, electricity, chemicals, hazardous or toxic materials or substances, water,
      rain, snow or mud which may leak, run or flow from the river, roadways, streets,
      subsurface areas and machinery, wiring, apparatus or appliance whatsoever,
      now
      or hereafter situate in, at, upon, about or in the vicinity of the Licensed
      Premises, or (vii) any other cause whatsoever. The foregoing provisions of
      this
      Section 26 are not intended to limit the rights of the parties under the
      Purchase Agreement.

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    SECTION
      27. INTENTIONALLY OMITTED.

    


    SECTION
      28. COUNTERPARTS.

     

    This
      Agreement may be executed in one or more counterparts, including signatures
      by
      facsimile, each of which shall be deemed an original, but all of which together
      will constitute one and the same instrument.

     

    SECTION
      29. NO WAIVER OF RIGHTS UNDER THE PURCHASE AGREEMENT.

     

    Nothing
      in this Agreement shall be deemed to be a waiver of, a limitation on or
      otherwise affect the rights or powers of Licensor or Licensee (or any of its
      affiliates) under the Purchase Agreement, and each right and power of Licensor
      or Licensee set forth herein shall be in addition to and cumulative of all
      rights and powers of Licensor or Licensee (or any of its affiliates) under
      the
      Purchase Agreement.

     

    SECTION
      30. NO CONSEQUENTIAL DAMAGES.

     

    In
      no
      event shall Licensor ever be liable to Licensee for consequential or incidental
      damages, including, without limitation, claims regarding loss of
      income.

     

    *
      * * * *
      *

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, this Agreement has been executed as of the date first written
      above.

     

    SIMCLAR,
      INC.

     

    By:
      /s/
      Barry Pardon  

    Name:
      Barry Pardon

    Title:
      President

     

    LICENSEE:

     

    SIMCLAR
      INTERCONNECT TECHNOLOGIES, INC.

     

    By:
      /s/
      Barry Pardon 

    Name:
      Barry Pardon

    Title:
      President

     

    LICENSOR:

     

    LITTON
      SYSTEMS, INC.

     

    By:
      /s/
      David Strode 

    Name:
      David H. Strode

    Title:
      Assistant Treasurer

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    EXHIBIT
      A

     

    Description
      of Licensed Premises

     

    (See
      Attached)