Exhibit
        10.13

    

     

    
       

      TRANSITION
        SERVICES AGREEMENT

      


      THIS
        TRANSITION SERVICES AGREEMENT, dated as of February 24, 2006 (this “Agreement”),
        by
        and among LITTON SYSTEMS, INC., a Delaware corporation, (“Seller”),
        and
        Simclar, Inc., a Florida corporation, and its wholly-owned subsidiary Simclar
        Interconnect Technologies, Inc., a Delaware corporation (each a “Buyer”
and
        collectively, the “Buyers”).

       

      WHEREAS,
        the Seller and the Buyers have entered into a Share and Asset Purchase and
        Sale
        Agreement, dated as of December 21, 2005 (the “Purchase
        Agreement”)
        pursuant to which the Seller agreed to sell to the Buyers and the Buyers
        agreed
        to purchase from the Seller certain of the Assets, all as more particularly
        set
        forth in the Purchase Agreement; and

       

      WHEREAS,
        the Buyers and the Seller desire to enter into an arrangement for the Seller
        to
        provide, or to cause to be provided, certain transition services solely with
        respect to Buyers’ operations at the Springfield Facility to the Buyers for a
        period after the Closing.

       

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

       

      SECTION
        1. Definitions.
        Capitalized terms used herein and not otherwise defined in this Agreement
        shall
        have the meanings ascribed to such terms in the Purchase Agreement.

       

      SECTION
        2. Seller
        Services.

       

      
        	 	
                a.

              	
                The
                  Seller agrees that it shall provide or cause its Affiliate to provide
                  the
                  services substantially as described on the Schedules to this Agreement
                  solely with respect to Buyers’ operations at the Springfield Facility (the
                  “Seller Services”)
                  for the period of time as set forth on the Schedules. The termination
                  of
                  each Seller Service shall occur automatically at the end of the
                  period set
                  forth next to such Seller Service on each Schedule. Notwithstanding
                  anything set forth on the Schedules hereto, the Seller shall cease
                  to
                  provide any Seller Service within 30 days of receiving a written
                  request
                  from the Buyers to terminate such Seller
                  Service.

              


      

       

      
        	 	
                b.

              	
                The
                  consideration to be paid to the Seller pursuant to this Agreement
                  for
                  providing the Seller Services is set forth on the Schedules hereto.
                  In
                  addition, the Buyers will or will cause their Affiliates to reimburse
                  the
                  Seller for any payments made by the Seller in respect of the Seller
                  Services. 

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                c.

              	
                In
                  providing the Seller Services, none of the Seller nor any of its
                  respective Affiliates shall be obligated to: (i) hire any additional
                  employees; (ii) maintain the employment of any specific employee,
                  (iii)
                  purchase, lease or license any additional equipment, property or
                  materials; or (iv) pay any costs related to the transfer of any
                  data to
                  the Buyers or their Affiliates.

              


      

       

      
        	 	
                d.

              	
                The
                  Seller agrees to use commercially reasonable efforts to cause third
                  parties to perform the services that are required in order for
                  the Seller
                  to perform the Seller Services. The Buyers understand that the
                  Seller
                  Services provided hereunder are transitional in nature and are
                  furnished
                  by the Seller solely for the purpose of facilitating the purchase
                  of the
                  Shares and Assets by the Buyers. The Buyers understand that the
                  Seller is
                  not in the business of providing the Seller Services to third parties
                  and
                  have no long term interest in continuing to provide the Seller
                  Services.
                  

              


      

       

      
        	 	
                e.

              	
                The
                  Seller shall only be obligated to provide Seller Services during
                  normal
                  business hours and in a manner that will not interfere with the
                  Sellers’
                  business operations.

              


      

       

      
        	 	
                f.

              	
                If
                  during the term of this Agreement Buyers desire that Sellers perform
                  certain additional services which are necessary to Buyers’ operations at
                  the Springfield Facility and which are not part of the Seller Services
                  (the “Additional Services”), then Buyers may seek to negotiate an
                  agreement with Seller with respect to the provision of such Additional
                  Services. Seller shall perform such Additional Services solely
                  pursuant to
                  a written agreement regarding such Additional Services. Seller
                  shall
                  determine in its sole discretion whether to enter into any agreement
                  regarding Additional Services. 

              


      

       

      SECTION
        3. Billing
        and Payment.

       

      
        	 	
                a.

              	
                Within
                  thirty (30) days after the end of each month during the term of
                  this
                  Agreement, Seller will submit a reasonably detailed written invoice
                  to
                  Buyers with respect to the Seller Services provided during the
                  immediately
                  preceding month together with an accounting of the charges for
                  such Seller
                  Services and setting forth any payments made by the Seller in respect
                  of
                  the Seller Services. Within ten (10) days after the receipt of
                  each such
                  invoice, Buyers shall, or shall cause their Affiliates to, remit
                  payment
                  of the full amount of each such invoice to the Seller. Unless agreed
                  to by
                  the parties, all amounts payable by Buyers for the Seller Services
                  rendered pursuant to this Agreement shall be remitted in United
                  States
                  dollars.

              


      

       

      
        	 	
                b.

              	
                The
                  Seller and its Affiliates providing Seller Services shall keep
                  supporting
                  documentation of all costs incurred in providing the Seller Services
                  and
                  all payments made by the Seller in respect of the Seller Services.
                  In the
                  event Buyers dispute any charges invoiced by Seller, Buyers shall
                  deliver
                  a written statement describing the dispute to Seller within ten
                  (10) days
                  following receipt of the disputed invoice. The statement shall
                  provide a
                  reasonably detailed description of the disputed items. Upon delivery
                  of
                  the written statement, Buyers and Seller shall seek to cooperate
                  and
                  negotiate in good faith to resolve such disputed
                  charges.

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      SECTION
        4. No
        Warranties; Limitation on Liability; Indemnification.

       

      
        	 	
                a.

              	
                No
                  Warranties.
                  Seller makes no representations or warranties, express or implied,
                  including but not limited to any implied warranties of merchantability
                  or
                  fitness for a particular purpose with respect to the Seller Services
                  to be
                  provided hereunder. Without limiting the generality of the foregoing,
                  the
                  Buyers hereby acknowledge and agree that Seller is not and will
                  not be
                  acting as Buyers’ accountants, financial advisors, human resources
                  personnel or information technology personnel.


              


      

       

      
        	 	
                b.

              	
                Limitation
                  on Liability; Consequential Damages.
                  Buyers agree that Seller, its Affiliates, and each officer, director,
                  employee, agent and representative of Seller and/or any of its
                  Affiliates
                  (the “Seller
                  Parties”)
                  shall not be liable to Buyers for, and Buyers hereby release the
                  Seller
                  Parties from, any loss, liability, cost, expense, penalty, demand,
                  judgment, damage, claim or cause of action (including but not limited
                  to
                  attorneys fees and other expenses of litigation) (“Losses”)
                  arising from any act or omission of Seller Parties in connection
                  with this
                  Agreement and/or the Seller Services, except to the extent any
                  such Loss
                  results from the gross negligence or willful misconduct of any
                  of the
                  Seller Parties. In no event shall the Seller Parties be liable
                  to the
                  Buyers for consequential, incidental or punitive loss, damages
                  or expenses
                  (including lost profits or savings) as a result of any acts or
                  omissions
                  of the Seller Parties in connection with this Agreement and/or
                  the Seller
                  Services.

              


      

       

      
        	 	
                c.

              	
                Indemnification.
                  Buyers agree to indemnify, defend and hold harmless the Seller
                  Parties,
                  from any and all Losses incurred by any of them arising out of
                  or
                  connected with the Seller Services or in any way related to this
                  Agreement, regardless of the legal theory asserted (other than
                  such as
                  result directly from the Seller Parties’ gross negligence or willful
                  misconduct). Seller shall use reasonable efforts to promptly notify
                  Buyers
                  in writing of any Losses for which Seller intends to claim indemnification
                  hereunder (however, failure to give such notice shall not relieve
                  Buyers
                  from their obligations hereunder). Buyers may not settle any claim,
                  action
                  or demand without the prior written consent of the Seller. In addition,
                  the Buyers and their Affiliates shall be liable for, and indemnify
                  the
                  Seller Parties against, all Losses incurred by the Seller Parties
                  to the
                  extent caused by the negligence or willful misconduct of, or the
                  breach of
                  this Agreement by, the Buyers and/or their Affiliates.
                  

              


      

       

      SECTION
        5. Confidentiality.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	 	
                a.

              	
                Nondisclosure
                  and Nonuse.
                  Seller shall cause each Affiliate providing Seller Services to
                  hold, and
                  cause its directors, officers, employees, agents, consultants and
                  advisors
                  to keep confidential, unless compelled to disclose by judicial
                  or
                  administrative process or, in the opinion of its counsel, by other
                  requirements of law, all confidential human resource, financial,
                  tax, and
                  other data or information of or concerning the Buyers obtained
                  or created
                  pursuant to this Agreement (the “Buyer Information”) or otherwise relating
                  to the Seller Services provided hereunder (except to the extent
                  that this
                  Agreement, the Purchase Agreement or any other ancillary agreement
                  permits
                  or requires the use or disclosure of such Buyer Information or
                  to the
                  extent such Buyer Information can be shown to have been (i) in
                  the public
                  domain through no fault of the Seller or its Affiliates, (ii) lawfully
                  acquired after the date of this Agreement on a nonconfidential
                  basis from
                  a third party, or (iii) independently generated without any reference
                  to
                  any proprietary or confidential information of the Buyers), and
                  Seller and
                  its Affiliates shall not (x) use such Buyer Information, except
                  in
                  connection with the performance of this Agreement, or (y) disclose
                  such
                  Buyer Information to any other person or entity, except its employees,
                  directors, officers and agents who need to know such Buyer Information
                  and
                  who shall be advised of the obligations contained in this Section
                  5(a) and
                  be bound by them. Seller and its Affiliates shall be deemed to
                  have
                  satisfied its obligation to hold confidential any Buyer Information
                  if it
                  exercises the same care as it takes to preserve confidentiality
                  for its
                  own similar information. Within thirty (30) days of the termination
                  of
                  this Agreement, Buyers will notify Seller if Buyers desire that
                  any
                  records representing the Buyer Information in Seller’s possession be given
                  to Buyers. If Seller does not receive such notification within
                  thirty (30)
                  days of the termination of this Agreement, Sellers will destroy
                  all
                  records representing Buyer Information in its possession.
                  

              


      

       

      
        	 	
                b.

              	
                Buyers’
                  Property.
                  Any books, records, data, files, software, input materials or other
                  information created by Seller or their Affiliates for Buyers in
                  the course
                  of performing the Seller Services shall be deemed the property
                  of the
                  Buyers.

              


      

       

      SECTION
        6. Modification
        and Waiver.
        No
        amendment, modification or alteration of the terms or provisions of this
        Agreement or its Schedules hereto shall be binding unless the same shall
        be in
        writing and duly executed by the parties hereto, except that any of the terms
        or
        provisions of this Agreement or its Schedules hereto may be waived in writing
        at
        any time by the party which is entitled to the benefits of such waived terms
        or
        provisions. No waiver of any of the provisions of this Agreement or its
        Schedules hereto shall be deemed to or shall constitute a waiver of any other
        provision of this Agreement or its Schedules hereto, whether or not
        similar.

       

      SECTION
        7. Entire
        Agreement; Separate Agreements.
        Except
        for and without limiting any party’s rights under the Purchase Agreement, this
        Agreement and its Schedules hereto constitute the entire agreement and
        understanding between the parties and supersedes all prior proposals,
        commitments, negotiations and understandings, whether written or oral, and
        all
        other communications between the parties relating to the subject matter hereof.
        The parties hereto agree that nothing in this Agreement and no breach of
        this
        Agreement shall modify or limit any party’s obligations to perform under the
        Purchase Agreement.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      SECTION
        8. Governing
        Law.
        This
        Agreement shall be governed by, and construed in accordance with, the law
        of the
        State of New York applicable to contracts to be fully performed therein.
        Each of
        the Parties hereby irrevocably and unconditionally consents to submit to
        the
        exclusive jurisdiction of the courts of the United States District Court
        for the
        Southern District of New York, for any litigation arising out of or relating
        to
        this Agreement and the transactions contemplated hereby, and further agrees
        that
        service of any process, summons, notice or document by U.S. registered mail
        to
        its respective address set forth herein shall be effective service of process
        for any litigation brought against it in court. Each of the Parties hereby
        irrevocably and unconditionally waives any objection to the laying of venue
        of
        any litigation arising out of this Agreement and the transactions contemplated
        hereby in the United States District Court for the Southern District of New
        York, and hereby further irrevocably and unconditionally waives and agrees
        not
        to plead or claim in any such court that any such litigation brought in any
        such
        court has been brought in an inconvenient forum.

       

      SECTION
        9. Third
        Party Beneficiaries.
        Nothing
        in this Agreement shall entitle any person other than the parties or their
        respective successors and assigns permitted hereby to any claim, cause of
        action, remedy or right of any kind.

       

      SECTION
        10. Successors
        and Assigns.
        This
        Agreement and its Schedules hereto shall be binding on and inure to the benefit
        of the parties hereto and their respective successors and permitted assigns.
        This Agreement and its Schedules hereto shall not be assigned by the Buyers
        or
        their Affiliates without the consent of the other party hereto, except as
        otherwise provided herein, or by operation of law.

       

      SECTION
        11. Force
        Majeure.
        All of
        the parties hereto and their respective Affiliates shall be excused for failure
        or delay in performing any of their obligations hereunder to the extent that
        such failure or delay is directly or indirectly caused by an occurrence commonly
        known as force majeure. “Force Majeure” includes, without limitation, any act of
        God; any accident, explosion, fire, ice, earthquake, lightning, tornado,
        hurricane, or other severe weather condition or calamity; any civil disturbance,
        labor dispute, or material labor shortage; any sabotage or acts of terrorism;
        any acts of a public enemy, uprising, insurrection, civil unrest, war or
        rebellion; any action or restraint by court order or public or governmental
        authority or lawfully established civilian authorities, or any other
        circumstance or event beyond the reasonable control of such party. In the
        event
        that the performance of any party hereto or their respective Affiliates
        hereunder is affected by an event of force majeure, the applicable party
        shall
        promptly notify the other parties hereto of the same, giving reasonably full
        particulars thereof, and insofar as known, the probable extent to which it
        will
        be unable to perform, or will be delayed in performing, its obligations
        hereunder.

       

      SECTION
        12. Counterparts.
        This
        Agreement may be executed in any number of counterparts, each of which shall
        be
        deemed to be an original and all of which together shall be deemed to be
        one and
        the same instrument.

       

      SECTION
        13. Relationship
        Between The Parties.
        The
        relationship between the parties established under this Agreement is that
        of
        independent contractors and neither party is an employee, agent, partner,
        or
        joint venturer of or with the other. Each party is solely responsible for
        the
        acts of its employees, officers, directors and agents. Neither party shall
        have
        the right, power or authority to create any obligations or commitments or
        incur
        any liabilities or debts, express or implied, on behalf of the other
        party.

       

      
        [Remainder
          of page intentionally left blank]

      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
        executed and delivered as of the date first written above.

       

      SIMCLAR
        INC.

       

      By:
        /s/
        Barry Pardon 

      Name:
        Barry Pardon

      Title:
        President

       

      SIMCLAR
        INTERCONNECT TECHNOLOGIES, INC.

       

      By:
        /s/
        Barry Pardon 

      Name:
        Barry Pardon

      Title:
        President

       

      ACCEPTED
        AND AGREED TO:

       

      LITTON
        SYSTEMS, INC.

       

      By:
        /s/
        David Strode 

      Name:
        David H. Strode

      Title:
        Assistant Treasurer

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Schedule
        A

      


      Financial
        Services

      

        
          	
                  Schedule
                    A-Financial Transition
                    Services*

                


        

         

        
          *
            The
            cost for providing these services to be charged to the Buyers will be
            equal to
            (i) the cost to Seller of 2-3 full time equivalent employees, as
            reasonably determined by Seller, plus (ii) all out of pocket costs and
            expenses
            incurred by Seller in connection with providing the
            services.

        

        

          
            	
                    Service
                      Name 

                  	
                    Description

                  	
                    Time
                      Provided

                  
	
                    General
                      Ledger

                  	
                    A
                      newly established Financial Reporting Company will be made
                      available in
                      the KBM system to transact and report Buyers' operations at
                      the
                      Springfield Facility.

                  	
                    Up
                      to September 30, 2006.

                  
	
                    Financial
                      Reports

                  	
                    Provide
                      reports summarizing Buyers' business at the Springfield Facility,
                      including, monthly and year to date financial statements which
                      will
                      include Income Statement, Balance Sheet and Cash Flow. 

                  	
                    Up
                      to September 30, 2006.

                  
	
                    Financial
                      Forecasts

                  	
                    Provide
                      reports based upon Buyers' financial projections of Income
                      Statement,
                      Balance Sheet and Cash Flow for the Springfield Facility
                      only.

                  	
                    Up
                      to June 30, 2006.

                  
	
                    Cash
                      Collection

                  	
                    Record
                      and process daily cash receipts, resolve discrepencies and
                      contact past
                      due accounts for payments.

                  	
                    Up
                      to June 30, 2006.

                  
	
                    Credit
                      Control

                  	
                    Obtain
                      credit background information (e.g. Dunn & Bradstreet) to allow Buyers
                      to establish credit limits for new accounts.

                  	
                    Up
                      to June 30, 2006.

                  
	
                    Cash
                      Disbursement

                  	
                    Record
                      and process weekly cash disbursements.

                  	
                    Up
                      to June 30, 2006.

                  
	
                    Sales
                      Incentive Commissions

                  	
                    Track
                      and calculate sales commissions in accordance with established
                      plans.

                  	
                    Up
                      to June 30, 2006.

                  
	
                    Tax

                  	
                    Seller
                      will only provide sales tax processing on applicable purchases.
                      All other
                      tax processing will be the responsibility of Buyers.

                  	
                    Up
                      to June 30, 2006.

                  
	
                    Audit
                      Support

                  	
                    Provide
                      data reasonably required to support the Audit Requirements
                      for Buyers' US
                      10Q Reporting.

                  	
                    May
                      15 and August 15. 

                  


          

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      Schedule
        B

       

      Human
        Resources Services

      

        
          	
                  Schedule
                    B-Human Resources Transition
                    Services*

                


        

         

        
          *
            The
            cost for providing these services to be charged to the Buyers will be
            equal to
            (i) the cost to Seller of 1-4 full time equivalent employees, as
            reasonably determined by Seller, plus (ii) all out of pocket costs and
            expenses
            incurred by Seller in connection with providing the
            services.

        

        

          
            	
                    Service
                      Name

                  	
                    Description

                  	
                    Time
                      Provided

                  
	
                    Payroll
                      conversion

                  	
                    Migrate
                      Buyers' employees from ADP system to PayChex through manual
                      payroll
                      documents. Complete tax and benefit withholding and direct
                      deposit
                      authorizations.

                  	
                    Up
                      to one month after the Closing Date.

                  
	
                    Personnel
                      Records, including Benefits

                  	
                    On-site
                      recordkeeping of personnel, benefit and I-9 records.

                  	
                    As
                      long as Buyers occupy the Springfield Facility pursuant to
                      the LSI
                      Property License.

                  
	
                    Internal
                      and External Recruitment

                  	
                    Initial
                      screening of resumes/applications to ensure the applicant meets
                      the
                      minimum qualifications identified in the job description.

                  	
                    As
                      long as Buyers occupy the Springfield Facility pursuant to
                      the LSI
                      Property License.

                  
	
                    New
                      Employee Processing, including building access and keys

                  	
                    Process
                      new employees to receive pay, benefits and access to building
                      and
                      offices.

                  	
                    As
                      long as Buyers occupy the Springfield Facility pursuant to
                      the LSI
                      Property License.

                  
	
                    Local
                      Benefit Plan Development

                  	
                    Assist
                      Buyers in obtaining information required for Buyers to contract
                      for health
                      & welfare benefits. Coordinate COBRA for interim
                      insurance.

                  	
                    As
                      long as Buyers occupy the Springfield Facility pursuant to
                      the LSI
                      Property License.

                  
	
                    Benefits
                      Conversion

                  	
                    Assist
                      Buyers in communicating Buyers' benefit programs to existing
                      and newly
                      hired employees. Coordinate completion of benefit enrollment
                      and forward
                      for processing. 

                  	
                    As
                      long as Buyers occupy the Springfield Facility pursuant to
                      the LSI
                      Property License.

                  
	
                    Leaves
                      of Absence

                  	
                    Process/coordinate
                      documents for leaves of absence, including FMLA.

                  	
                    As
                      long as Buyers occupy the Springfield Facility pursuant to
                      the LSI
                      Property License.

                  
	
                    Employee
                      Status Changes, including salary

                  	
                    Process/coordinate
                      changes in status (i.e., salary, personal, dependents,
                      etc.).

                  	
                    As
                      long as Buyers occupy the Springfield Facility pursuant to
                      the LSI
                      Property License.

                  
	
                    Non-Operator
                      Certification Training Database

                  	
                    Maintain
                      MS Access database of training records for support/exempt
                      personnel.

                  	
                    As
                      long as Buyers occupy the Springfield Facility pursuant to
                      the LSI
                      Property License.

                  
	
                    Employee
                      Terminations

                  	
                    Process/coordinate
                      employee terminations. 

                  	
                    As
                      long as Buyers occupy the Springfield Facility pursuant to
                      the LSI
                      Property License.

                  
	
                    Kronos
                      Time Keeping Records

                  	
                    Print
                      timekeeping records as requested.

                  	
                    As
                      long as Buyers occupy the Springfield Facility pursuant to
                      the LSI
                      Property License.

                  
	
                    Switchboard
                      & Mail

                  	
                    Receive
                      and forward switchboard callers. Receive and distribute business/office
                      mail.

                  	
                    As
                      long as Buyers occupy the Springfield Facility pursuant to
                      the LSI
                      Property License.

                  
	
                    Employee
                      Safety

                  	
                    Issue/process
                      requests for safety glasses/shoes. Perform annual eye tests.
                      Provide
                      safety refresher training for Buyers' employees.

                  	
                    As
                      long as Buyers occupy the Springfield Facility pursuant to
                      the LSI
                      Property License.

                  
	
                    Injuries
                      on the Job

                  	
                    Process
                      injury reports and workers compensation documents, maintain
                      OSHA on-site
                      log.

                  	
                    As
                      long as Buyers occupy the Springfield Facility pursuant to
                      the LSI
                      Property License.

                  
	
                    Charity
                      Events and Site Employee Activities

                  	
                    Include
                      Buyers' employees in Seller's employee activities at the Springfield
                      Facility (i.e., bake sales, blood drives, meals, flu shots,
                      etc.).

                  	
                    As
                      long as Buyers occupy the Springfield Facility pursuant to
                      the LSI
                      Property License.

                  
	
                    Library
                      Services

                  	
                    Permit
                      Buyers' employees access to Seller's library of books and educational
                      resources. 

                  	
                    As
                      long as Buyers occupy the Springfield Facility pursuant to
                      the LSI
                      Property License.

                  


          

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      Schedule
        C

       

      Information
        Technology Services

       

      

        
          	
                  Schedule
                    C-IT Transition Services*

                


        

         

        
          *
            The
            cost for providing these services to be charged to the Buyers will be
            equal to
            (i) the cost to Seller of 2-3 full time equivalent employees, as
            reasonably determined by Seller, plus (ii) all out of pocket costs and
            expenses
            incurred by Seller in connection with providing the
            services.

        

        


        
          	
                  Service
                    Name

                	
                  Description

                	
                  Time
                    Provided

                
	
                  KBM

                	
                  Material
                    Resource Planning .

                	
                  Up
                    to 7 months after the Closing Date. 

                
	
                  Help
                    Desk / PC Support

                	
                  IT
                    Problem determination, tracking and resolution.

                	
                  Up
                    to 6 months after the Closing Date. 

                
	
                  Network
                    Connectivity

                	
                  Connection
                    to the Buyers' internal network via VPN.

                	
                  As
                    long as Buyers occupy the Springfield Facility pursuant to the
                    LSI
                    Property License.

                
	
                  Internet
                    Connectivity

                	
                  Connection
                    to the Internet provided by ISP.

                	
                  As
                    long as Buyers occupy the Springfield Facility pursuant to the
                    LSI
                    Property License.

                
	
                  Phones
                    / Voice Mail (local calling)

                	
                  Company
                    provided phone extension and voice mail.

                	
                  As
                    long as Buyers occupy the Springfield Facility pursuant to the
                    LSI
                    Property License.

                
	
                  Long
                    Distance Calling

                	
                  Access
                    to long distance calling from phone extension.

                	
                  As
                    long as Buyers occupy the Springfield Facility pursuant to the
                    LSI
                    Property License.

                
	
                  PCs
                    / Workstations

                	
                  Personal
                    computer or workstation for accessing computing resources.

                	
                  As
                    long as Buyers occupy the Springfield Facility pursuant to the
                    LSI
                    Property License.

                
	
                  Data
                    Backup / Recovery

                	
                  Nightly,
                    weekly and monthly backups performed on network and AS/400
                    data.

                	
                  As
                    long as Buyers occupy the Springfield Facility pursuant to the
                    LSI
                    Property License.

                
	
                  Network
                    & Data Administration

                	
                  Administration
                    of mission critical data on network, servers and AS/400. Includes
                    network
                    administration. 

                	
                  As
                    long as Buyers occupy the Springfield Facility pursuant to the
                    LSI
                    Property License.

                
	
                  QSI

                	
                  Quality
                    system document control.

                	
                  Up
                    to 2 weeks after the Closing Date. 

                
	
                  Web
                    Server

                	
                  Web
                    server for custom applications.

                	
                  Up
                    to 1 week after the Closing Date. 

                
	
                  Door
                    Access

                	
                  Access
                    provided by door access system to facility.

                	
                  As
                    long as Buyers occupy the Springfield Facility pursuant to the
                    LSI
                    Property License.

                
	
                  Kronos

                	
                  Time
                    collection system that provides information for payroll.

                	
                  As
                    long as Buyers occupy the Springfield Facility pursuant to the
                    LSI
                    Property License.