<PAGE>

                                                                    EXHIBIT 10.2

                    TURNKEY MANUFACTURING SERVICES AGREEMENT

1.       AGREEMENT:

1.1      This Agreement is entered into between Express Manufacturing
         Incorporated, a California corporation whose principal place of
         business is located at 3519 W. Warner Avenue, Santa Ana, California
         92704 (hereafter referred to as "EMI") and Raptor Networks Technology
         (hereafter referred to as "CUSTOMER") whose principal place of business
         is located at 65 Enterprise, Aliso Viejo, California for the purchase
         of various assembled and tested printed circuit boards (Products) in
         accordance with the terms and conditions set forth below.

2.       TERM:

2.1      This Agreement shall commence upon execution and continue in full force
         and effect for a period of one (1) year. This Agreement shall
         automatically renew from year to year, for subsequent one-year terms
         unless terminated pursuant to the provisions of this Agreement.

3.       ORDER QUANTITY AND PRICING:

3.1      CUSTOMER hereby orders and agrees to purchase from EMI and EMI hereby
         agrees to sell and deliver to CUSTOMER, all printed circuit board
         assemblies (Products) in the quantities specified and at the prices
         stated in the Quotation.

3.2      Prices are firm for the quantities specified. Notwithstanding the
         foregoing, if a supplier increases EMI's cost of any electronic
         component or part, EMI may increase its price(s) of any undelivered
         product upon prior notice to CUSTOMER.

4.       PURCHASE ORDERS/FORECASTS: 4.1 PURCHASE ORDERS:

4.1.1    CUSTOMER will provide to EMI firm purchase orders a minimum of ninety
         (90) days in advance of delivery ("Firm Order Period"). Purchase orders
         must be in writing and submitted via hard copy, facsimile, electronic
         mail, or other electronics means as the parties may agree from time to
         time. Such purchase orders issued shall contain the following
         information:

4.1.1.1  CUSTOMER's part number, description and revision level of product to be
         shipped.

4.1.1.2  The unit price and the delivery schedule.

4.1.1.3  Purchase orders shall allow sufficient lead-time per EMI's sales
         quotation.

4.1.1.4  CUSTOMER's specifications including workmanship standards and test
         specifications.

4.1.1.5  All purchase orders whether made before or after this Agreement shall
         be bound by the terms of this Agreement and all are incorporated herein
         by reference.

4.2      FORECASTS:

4.2.1    CUSTOMER shall schedule and maintain firm order requirements with EMI
         for at least ninety (90) days periods. On a monthly basis, CUSTOMER
         shall provide EMI with a non-binding "rolling" forecast of CUSTOMER's

<PAGE>

         order requirements for ninety (90) day periods beyond the Firm Order
         Period. CUSTOMER shall ensure that at all times, EMI is in possession
         of a minimum six (6) month's projection of planned product
         requirements.

4.3      RESCHEDULES:

4.3.1    Request for reschedules must be made in writing, and may be submitted
         via hard copy, facsimile or electronic mail. CUSTOMER agrees that any
         order scheduled to ship within thirty (30) days cannot be rescheduled.

4.3.2    A delivery may be rescheduled (whether in whole or in part) from its
         original agreed delivery date provided that EMI is given notice of such
         rescheduling no less than forty-five (45) days before the original
         shipment date.

4.3.3    CUSTOMER will be responsible for costs associated with carrying
         incurred by EMI to accommodate any reschedule. CUSTOMER will be charged
         a carrying fee at the rate of two percent (2%) per month of the value
         of components actually purchased by EMI for the reschedule delivery.
         EMI shall use its best efforts to return to its suppliers any component
         parts affected by such reschedules in order to minimize any and all
         carrying charges to CUSTOMER under this section. Carrying charges will
         begin to accumulate fifteen (15) days after the original delivery date
         and will be billable monthly.

4.3.4    If such reschedule represents an acceleration or increase, EMI will
         make best effort to meet the request, subject to material and capacity
         availability.

4.3.5    EMI may invoice CUSTOMER for NCNR and CUSTOMER specific component
         inventories that are held in its possession for longer than sixty (60)
         days, when CUSTOMER demands are rescheduled causing EMI's component
         inventory to be in excess of that required to meet the production plan
         as defined by the original delivery date commitments. Any such invoices
         will be due and payable in accordance with the payment terms set forth
         in this Agreement. Upon payment in full, all component inventory shall
         then become consigned inventory, owned by CUSTOMER.

4.3.6    CUSTOMER reserves the right to reschedule deliveries on orders that are
         due forty-five (45) days or more from the date such change notice is
         given to EMI. EMI will have the right to invoice for full material cost
         incurred by EMI as a result of delays (longer than 5 days) caused by
         ECO implementation or shortages of customer-supplied components.

4.4      CANCELLATIONS:

4.4.1    Orders scheduled to be shipped within thirty (30) days may not be
         cancelled under any circumstances. An order that is not scheduled to be
         shipped before thirty (30) days may only be cancelled in writing by
         CUSTOMER, in which writing must be received by EMI no later than
         forty-five (45) days prior to the scheduled shipment. Notwithstanding
         the cancellation of any order, CUSTOMER is responsible for all
         cancellation charges as described in 4.4.2 and will be due and payable
         in accordance with the payment terms set forth in this Agreement.

4.4.2    Upon cancellation of a Purchase Order in the Firm Order Period,
         CUSTOMER shall be liable as follows:

                                      -2-
<PAGE>

         a.       Finished Products are products that are ready to be shipped,
                  shipped and/or in transit. In the event that CUSTOMER wishes
                  to terminate any/all Products specified in the Purchase Order
                  and such termination exceeds EMI's cancellation period.
                  CUSTOMER shall be liable for the amount of cancelled Finished
                  Products.

         b.       Materials/Parts: In the event that CUSTOMER wishes to
                  terminate any/all Products specified in the Forecast or
                  Purchase Orders and such termination exceeds EMI's
                  cancellation period, CUSTOMER shall be liable for Materials or
                  Parts procured pursuant to section 13 herein, to support the
                  Forecasts or Purchase Orders. EMI, however, agrees to make
                  commercially reasonable attempts to minimize CUSTOMER's
                  liability by reallocating standard Materials to customer's
                  other products, EMI shall have no responsibility to attempt to
                  reallocate any Unique Material that was procured solely to
                  support CUSTOMER's order.

         c.       Processing Fee: Without limiting any of the foregoing,
                  CUSTOMER shall also pay a processing fee in the amount of five
                  hundred dollars ($500.00), for each sales order.

         d.       Notwithstanding the cancellation of any order, CUSTOMER is
                  also responsible for all cancellation charges, including the
                  purchase order price of all finished goods and WPI, component
                  inventories on and, component inventories on purchase orders
                  from EMI, and supplier cancellation and other costs charges to
                  EMI (including restocking fees). Such cancellation charges
                  will be submitted by EMI to CUSTOMER within ten (10) days of
                  the request for cancellation, and will be due and payable in
                  accordance with the payment terms set forth in this Agreement.

4.5      UPSIDE AND DOWNSIDE FLEXIBILITY:

4.5.1    Products scheduled for delivery forty-five (45) to sixty (60) days of
         written notice of change may be increased or decreased by up to 50%.

4.5.2    Products scheduled for delivery beyond sixty (60) clays of written
         notice of change may be increased or decreased up to 100%.

4.6      ORDERING ADDITIONAL PRODUCTS:

4.6.1    Whenever CUSTOMER wishes to purchase products not currently quoted, the
         following procedures are to be followed:

4.6.1.1  CUSTOMER shall provide EMI with a request for quote (RFQ) which
         incorporates CUSTOMER's specifications for the additional products.

4.6.1.2  EMI shall provide CUSTOMER with a written quotation for the additional
         products in response to the RFQ) (noting exceptions where necessary).

4.6.1.3  If CUSTOMER elects to purchase such products, it shall issue EMI a
         written Purchase Order for such goods that shall reference EMI's
         quotation and include the specifications for the products.

4.6.1.4  Such additional products shall be covered under this Agreement with the
         issuance of said CUSTOMER Purchase Order and attached Quote.

                                      -3-
<PAGE>

5.       ENGINEERING CHANGE ORDERS (ECO):

5.1      CUSTOMER may, from time to time, request that EMI implement ECOs. The
         following procedures shall be followed to effect such ECOs in a timely
         and cost-effective manner.

5.1.1    CUSTOMER shall notify EMI of a proposed ECO in writing. This
         notification should include the appropriate documentation to support
         EMI's determination of the impact of this request.

5.1.2    Upon notice of an ECO, EMI will make best effort to review all costs
         and other impacts within one (1) week. All cost impacts and material
         availability issues will be mutually reviewed and agreed to with
         CUSTOMER prior to implementation.

5.1.3    Emergency ECOs will be implemented immediately at CUSTOMER's request-
         CUSTOMER will be liable for costs associated with emergency ECO
         implementation, particularly as pertain to any required interruption of
         the production process.

6.       CHANGES IN SPECIFICATIONS:

6.1      CUSTOMER may request, in writing, changes to any order, including
         changes to the relevant specifications or Product by a written ECN
         (Engineering Change Notice). EMI shall notify CUSTOMER in writing as to
         the impact of each such change on the price, delivery schedule end any
         other terms. Such changes shall become effective only upon the signing
         by both parties of such documentation which incorporates the agreed
         upon price and terms of the change.

7.       DELIVERY/SHIPMENT:

7.1      Delivery of finished goods and terms are FOB Origin (Shipping Point).
         EMI transfers title and risk of loss to the Products upon delivery to
         the carrier at the EMI dock even if EMI has arranged for
         transportation.

7.2      CUSTOMER will arrange transportation and insurance and specify carriers
         and transportation instructions. If CUSTOMER has not done so, EMI shall
         arrange for transportation and insurance on CUSTOMER's behalf and add
         these costs to the shipment invoice.

7.3      EMI will use its reasonable efforts to deliver Products no more than
         three (3) days before and zero (0) days after the agreed delivery date,
         but if shipments are delayed by causes beyond EMI's control, EMI will
         immediately notify CUSTOMER and may ship partial shipments. If EMI
         continues to be unable to meet the agreed delivery date due to supply
         constraints, a report of existing supply constraints and actions to
         minimize impact of these constraints will be provided to CUSTOMER. EMI
         will bear the cost of any reasonable additional freight charges
         incurred as a result of being persistently late.

7.4      If the CUSTOMER does not provide EMI sufficient lead-time coverage by
         its purchase orders and requires EMI to meet deliveries inside of the
         accepted lead-time, EMI may use labor overtime, material expedite
         charges and other means in attempts to pull in deliveries that are
         inside of lead-time. EMI will quote and CUSTOMER will be invoiced for
         all such expediting fees and costs.

                                      -4-
<PAGE>

7.5      All Products will be packed by EMI in secure packaging considered
         appropriate by EMI or as otherwise may be agreed. All CUSTOMER required
         packaging standards shall be specified in Request for Quote and may not
         be changed except as mutually agreed in writing.

7.6      CUSTOMER is responsible for obtaining or payment of:

7.6.1    Any necessary export and import licensing relating to Products and
         complying with all applicable export control laws and regulations.

7.6.2    Any government or regulatory approvals relating to the marketing, sale
         or use of Products and maintaining compliance with all applicable laws
         and regulations in any jurisdiction to or from which Products are
         shipped or in from which the Products are marketed, distributed or
         sold.

7.6.3    Any taxes, fees or duties imposed by any jurisdiction or entity once
         Product has left EMI's FOB Origin shipping point.

8.       QUALITY CONFORMANCE:

8.1      Products sold under this Agreement will conform to those specifications
         referenced in the Quotation and as may be modified from time to time by
         mutual written agreement. All other standards or CUSTOMER's
         specifications will be reviewed and are subject to acceptance by EMI in
         writing. CUSTOMER shall specify and divulge any special requirements as
         a part of its purchase order. If CUSTOMER has no workmanship standard
         of its own, then EMI shall conform to IPC-A-610 Class 2 (or most recent
         revision thereof) as a minimum or as otherwise noted.

9.       ACCEPTANCE:

9.1      INSPECTION/ACCEPTANCE:

9.1.1    CUSTOMER shaft inspect all products delivered under this Agreement
         promptly upon receipt at the receiving destination and may reject any
         product that fail to meet the specifications described in the EMI's
         sales quotation and CUSTOMER's purchase order. Products not rejected by
         written notification to EMI within fourteen (14) days of receipt at
         CUSTOMER's facility shall be deemed to have been accepted.

9.2      SOURCE INSPECTION:

9.2.1    CUSTOMER may, at its option, elect to inspect and accept assemblies at
         EMI's facility. EMI will provide sufficient workspace for such
         inspection activities. Should CUSTOMER elect to inspect at EMI's
         facility, EMI will not be obligated to hold completed assemblies for
         CUSTOMER's inspection beyond seven (7) clays from the scheduled
         delivery date.

9.3      RETURN MATERIAL AUTHORIZATIONS (RMA):

9.3.1    In the event that products manufactured under this Agreement are found
         to be defective, CUSTOMER must request a Return Material Authorization
         (RMA) from EMI prior to exercising any return of products to EMI. An
         RMA number will be issued promptly (within three (3) working days)
         provided that CUSTOMER provides a written statement detailing the
         failure. The RMA number must appear on all return documents and


                                      -5-
<PAGE>

         packaging sent to EMI. Returns shall be shipped freight prepaid to
         EMI's manufacturing facility. EMI will, at its option and expense,
         repair or replace said rejected products within fourteen (14) business
         days. EMI will prepay transportation charges back to CUSTOMER.

9.4      CUSTOMER SUPPLIED COMPONENTS:

9.4.1    Should CUSTOMER elect to supply any components to EMI, and EMI agrees
         to such action, such components in acceptable quantities and usable
         packaging format, including provision for attrition and failure parts,
         will be delivered to EMI not later than two (2) weeks prior to each
         scheduled delivery date. Failure to comply with this provision may
         result in schedule delays and/or premium charges.

10.      PAYMENT:

10.1     EMI shall invoice CUSTOMER upon shipment of finished goods to
         CUSTOMER-designated location. Payment for all such products shall be
         net thirty (30) days from date of invoice, subject to the approval and
         continuation of such approval of credit by EMI. CUSTOMER agrees to
         submit such financial information from time to time as may be
         reasonably requested by EMI for the establishment and/or continuation
         of credit terms.

10.2     EMI reserves the right to require partial payment prior to completion
         of tooling for some forms of custom tooling or NRE as defined in any
         Quotes, including payments prior to initiation of work.

10.3     CUSTOMER will pay all invoices in full and will not offset any amounts
         EMI may owe or be deemed to be owed to CUSTOMER without the approval of
         EMI.

10.4     Payments are due thirty (30) days from date of invoice. If payments are
         more than twenty (20) days late or CUSTOMER's financial condition
         deteriorates. EMI may put shipments on credit hold and/or require
         payments in advance, require a letter of credit, or require other
         assurances acceptable to EMI. Furthermore, EMI may, in addition to its
         other rights and remedies, charge a late payment charge of one and
         one-half percent (1.5%) per month, together with any additional costs,
         charges and expenses incurred by EMI in collecting the overdue payment.
         Should this 1.5% rate exceed the maximum rate that is lawful under the
         circumstances, then the maximum rate that is allowed shall apply.

10.5     Where prices are related to volume and CUSTOMER does not purchase the
         anticipated volume of Product, EMI reserves the right to adjust prices
         to reflect the actual quantities of Products shipped to CUSTOMER and
         invoice CUSTOMER for the difference between the price paid and the
         adjusted price.

10.6     EMI reserves the right to place a lien on all of the Products it sells
         to CUSTOMER on net thirty (30) credit terms. In furtherance of this
         right, EMI may from time to time, file such U.C.C. financing statements
         covering Products as it determines are necessary. For such purpose,
         CUSTOMER shall execute and deliver to EMI the UCC-1 financing statement
         provided by the California Secretary of State and such further
         statements as EMI shall from time to time request. CUSTOMER hereby
         irrevocably appoints EMI as its attorney-in-fact to execute such U.C.C.
         financing statements on CUSTOMER's behalf, as EMI shall require if


                                      -6-
<PAGE>

         CUSTOMER shall fail to execute the same promptly after demand. CUSTOMER
         acknowledges that such appointment is coupled with an interest and is
         therefore irrevocable for so long as any consigned or unpaid Products
         are in the possession of CUSTOMER. EMI will remove the UCC lien on each
         order after payment has been received.

11.      COLLECTION OF ACCOUNTS:

11.1     In the event that an account becomes past due and EMI submits the
         account for collection or legal action, CUSTOMER shall pay all costs of
         collection, court costs, and reasonable attorney fees.

12.      TAXES:

12.1     CUSTOMER shall bear all applicable federal, state, municipal and other
         governmental taxes (such as sales, customs duty, use, etc.); and all
         personal property taxes assessable to the Products after delivery to
         the carrier. EMI is obligated to charge CUSTOMER sales or use tax on
         all amounts due under this agreement unless Customer provides EMI a
         valid exemption certificate.

13.      MATERIAL REQUIREMENTS:

13.1     In the event that EMI uses a supplier per CUSTOMER's (AVL) Approved
         Vendor List and for either reasons of quality, cost or market
         conditions, the costs exceed that which EMI and CUSTOMER previously
         agreed upon, the parties shall seek to reach agreement on cost
         adjustment to the CUSTOMER (PPV) Price Purchase Variance. Until EMI and
         CUSTOMER reach an agreement, EMI shall not proceed pursuant to the
         involved purchase order until such an agreement is reached in writing.
         In the event that the parties cannot reach agreement promptly on such
         net adjustment, the CUSTOMER shall be free to pursue alternative
         sources for (PPV) items.

13.2     EMI will purchase reeled components in the minimum quantity of standard
         full reel sizes necessary to satisfy CUSTOMER's orders. CUSTOMER we pay
         for any reasonably excess quantity of these reeled components and for
         all other reasonably excess material purchased on CUSTOMER's behalf,
         and with CUSTOMER's preapproval, that cannot be used for CUSTOMER's
         benefit or returned to the supplier due to minimum lot sizes, partial
         reels, or Noncancelable/Nonreturnable (NCNR) conditions. CUSTOMER
         agrees and accepts NCNR terms as stated in EMI's quotation or NCNR Form
         as part of this Agreement as reasonably mandated by its AVL suppliers.

13.3     EMI will provide CUSTOMER, in writing, a list of all suppliers and
         parts in which NCNR approvals are required, prior to placing orders.
         Once approved by CUSTOMER, EMI shall place such orders for NCNR
         materials. CUSTOMER will be fully responsible for the liability of such
         material in the event CUSTOMER no longer needs such part(s).

13.4     If the Purchase Order lead time does not provide EMI with enough lead
         time for the purchase of identified long lead parts, then the CUSTOMER
         and EMI must agree to execute a "Forecast Ordering Agreement" allowing
         EMI to place orders for identified long lead parts with CUSTOMER
         approval. All parts purchased or placed on order under this Agreement
         become the responsibility of the CUSTOMER.

                                      -7-
<PAGE>

14.      WARRANTY:

14.1     EMI warrants that the Products sold hereunder will comply with all
         applicable CUSTOMER specifications and shall be free from defects in
         material and workmanship and shall successfully satisfy the acceptance
         criteria as outlined in Section 9.2 of this Agreement. This warranty
         shall be effective for a period of one (1) year from the date of EMI's
         Date Code.

14.2     The foregoing warranty shall not apply to completed assemblies which
         are defective as a result of engineering or design problems, customer
         misuse, accident, neglect, alteration, improper testing, error in
         CUSTOMER's specifications or BOM (bill of materials), improper storage,
         or damaged components caused by CUSTOMER or its end user. The foregoing
         warranty shall also not apply if the product or components parts have
         been subjected to unauthorized repair, rework or installation.

14.3     This warranty does not extend to CUSTOMER-supplied components and/or
         components purchased from CUSTOMER's designated contract manufacturers.

14.4     Prototypes and pre-production/pilot Products are provided on an "AS IS
         " basis without warranty of any kind.

14.5     CUSTOMER's sole remedy and EMI's sole obligation shall be to repair or
         replace (at EMI's option) the nonconforming Product. Any Product
         returned to EMI which, after inspection and test by EMI, is found to be
         conforming shall be subject to a NDF (No Defect Found) charge.

14.6     All returns must first be authorized by the issuance of an RMA (return
         material authorization) from EMI. EMI will provide the RMA number
         within one (1) business day of receipt of notice. Product returned to
         EMI without an RMA will be refused and returned to CUSTOMER at the
         CUSTOMER's expense. The CUSTOMER must place a buy back or replacement
         purchase order, matching the corresponding RMA part number and
         quantity, to receive authorization to return Products to EMI. CUSTOMER
         will forward the nonconforming Product to EMI freight prepaid. EMI will
         return the repaired or replaced Product, using the same method and
         priority of shipment as from CUSTOMER, but no later than thirty (30)
         days from the day EMI received the nonconforming Product.

14.7     If EMI determines the warranted Product is un-repairable or EMI no
         longer possesses tools and equipment necessary to perform the repairs,
         EMI shall have the option to refund the purchase price in lieu of
         repair or replacement. However, if the CUSTOMER provided tools and
         equipment necessary to perform the repair has been returned to CUSTOMER
         at its request, and EMI is unable to repair the Product due to lack of
         this equipment, then EMI will have no responsibility for warranty or
         non-warranty repairs, or for refund of the purchase price.

14.8     The foregoing warranties are expressly in lieu of any other warranties
         and EMI makes no other warranty, expressed or implied, with respect to
         the completed assemblies and in particular, EMI disclaims any warranty
         with respect to the merchantability of such goods or the fitness of
         such completed assemblies for the Customer's intended purpose or use.
         EMI neither assumes nor authorizes CUSTOMER or any other person to
         assume on behalf of EMI any other liabilities in connection with the
         sale of goods,

                                      -8-
<PAGE>

14.9     IN NO EVENT WILL EMI BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR
         CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO INTERRUPTION OF
         PRODUCTION, ADMINISTRATIVE EXPENSES OR OVERHEAD, OR LOSS OF PROFITS,
         EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EMI'S LIABILITY IN
         ANY EVENT FOR DIRECT DAMAGES UNDER THIS AGREEMENT SHALL NOT EXCEED ONE
         MILLION DOLLARS OR THE TOTAL AMOUNT PAID BY CUSTOMER, WHICHEVER IS
         LESS, AND EMI'S LIABILITY FOR ANY ONE PRODUCT SHALL NOT EXCEED THE
         PRICE PAID BY CUSTOMER FOR THAT PRODUCT.

14.10    Non-warranty repairs will be returned following the same procedure for
         warranty repairs. CUSTOMER and EMI will develop a repair price matrix
         for EMI performing such repairs and this pricing will be included in
         this Agreement as amendment. EMI shall not have any responsibility for
         providing parts or services after termination of this Agreement unless
         otherwise agreed in writing.

15.      LIMITATION OF LIABILITY:

15.1     In no event shall either party be liable for any, indirect, incidental
         or consequential damages, including without limitation lost profits,
         arising in connection with any products sold hereunder, whether for
         breach of contract, breach of warranty, liability in tort (whether
         strict liability or negligence), or without limitation otherwise,
         personal property damage, personal injury and third party liabilities,
         all of which are hereby expressly excluded.

15.2     Circumstances may arise where CUSTOMER is entitled to recover damages
         from EMI. In each such instance and for any cause of action, EMI is
         liable for no more than direct damages up to the price paid for the
         Product(s), which is subject to the claim.

16.      TERMINATION:

16.1     FOR CONVENIENCE:

16.1.1   Either party may terminate this Agreement or convenience upon
         one-hundred and twenty (120) days' written notice to the other party.
         If EMI does not have sufficient material to cover material lead-time,
         EMI's notice to CUSTOMER must be at least as far in advance as the
         longest lead-time item. Both parties shall fulfill their obligations
         under any pending open Purchase Orders

16.2     FOR CAUSE:

16.2.1   This Agreement may be terminated by either party at any time upon the
         occurrence of any one or more of the following Events of Default:

16.2.1.1 The insolvency of the other party, including reorganization through
         bankruptcy or similar proceedings,

16.2.1.2 The other party shall cease to function as a going concern,

16.2.1.3 Failure of the other party: 1) to perform pursuant to the terms and
         conditions of this Agreement; and 2) to cure such performance
         deficiency within sixty (60) days after receiving written notice
         thereof.

                                      -9-
<PAGE>

16.3     MATERIALS, WORK IN PROCESS, COMPLETED PRODUCT:

16.3.1   Notwithstanding termination of this Agreement, CUSTOMER shall be liable
         for any materials acquired plus handling charges pursuant to purchase
         orders and long lead-time items purchased to forecast work in process
         and completed assemblies still in EMI's possession. All such materials
         and products shall be shipped promptly to CUSTOMER upon termination and
         shall be subject to the then-current pricing schedule and payment
         terms.

16.3.2   CUSTOMER shall also be liable for any unamortized investment incurred
         by EMI at time of termination as previously agreed to in writing.

16.3.3   Notwithstanding sections 16.3.1 and 16.3.2, in the event that the
         agreement is terminated pursuant to section 16.2.1.1, EMI at its option
         may liquidate all completed assemblies, work in process and all other
         materials procured under this agreement, in such a case CUSTOMER shall
         remain liable to EMI for the difference between the liquidated amount
         received and the amount owing by CUSTOMER under 16.3.1 and 16.3.2.

17.      CONFIDENTIALITY:

17.1     For a period of two years from the date of any CUSTOMER's order, the
         parties agree to hold in confidence, and not to disclose to any person,
         firm or corporation without the express prior written authorization of
         the other party, all confidential and proprietary information which was
         specifically identified as Confidential or proprietary and is stamped
         or marked as such. Confidential information may include materials,
         drawings, bills of materials, specifications "and other technical
         information concerning CUSTOMER or EMI. The receiving party will use no
         less care to protect the confidentiality of such information as it uses
         to protect its own confidential and proprietary information. The
         obligations set forth in this paragraph shall not apply if;

17.1.1   The information was already known by the party prior to disclosure of
         such information by the other party or by a third party:

17.1.2   The information is independently developed by the party without use of
         the information disclosed by the other party or third party;

17.1.3   The information is publicly available at the time of disclosure or
         thereafter becomes publicly available through no fault of the other
         party; or

17.1.4   The information is subsequently disclosed to the party by a third party
         under no obligation to the other party or the customer not to disclose
         such information.

18.      OBSOLETE END/OR SURPLUS MATERIALS:

         When any material is for any reason at any time tendered obsolete
         and/or surplus to CUSTOMER's requirements and that material was ordered
         by EMI against accepted purchase order(s) pursuant to this Agreement,
         EMI will:

18.1     provide to CUSTOMER as soon as reasonably practical following the date
         of the event causing the obsolescence/surplus (the "Obsolescence Date")
         a notice of the potential cost of such obsolescence or surplus
         including relevant handling charges; and

                                      -10-
<PAGE>

18.2     for a period of three (3) weeks from the Obsolescence Date, use its
         reasonable efforts to:

18.2.1   cancel outstanding orders for such material; or

18.2.2   attempt to return such material back to the original supplier; and/or
         EMI will return and invoice such material back to the customer at the
         cost of the material plus the original sale margin,

18.2.3   use excess/uncancellable materials for the manufacture of other
         products.

18.3     After such 3-week period:

18.3.1   EMI will at CUSTOMER's risk and expense, be entitled to deliver to
         CUSTOMER (or, if CUSTOMER so requests, otherwise dispose of ) all
         obsolete and/or surplus materials then held by EMI; and

18.3.2   EMI shall invoice CUSTOMER for the full cost thereof together with the
         costs of all other materials for which EMI remains liable and any price
         variance incurred by EMI in connection with the resale of such
         materials and EMI's reasonable handling charges in respect of all
         obsolete and/or surplus materials originally made obsolete anchor
         surplus. CUSTOMER shall pay such invoice without offset of deduction
         within (14) fourteen days of the invoice date

19.      GENERAL: 19.1 ENTIRE AGREEMENT:

19.1.1   This Agreement constitutes the entire understanding of the parties with
         respect to the subject matter hereof and supersedes all prior
         agreements relating thereto, written or oral, between the parties. This
         Agreement may be modified only in writing and duly signed by authorized
         representatives of both parties.

19.2     SEVERABILITY:

19.2.1   In the event that one or more of the provisions, or parts thereof,
         contained in the Agreement shall for any reason be held to be invalid,
         illegal, or unenforceable by a court of competent jurisdiction, the
         same shall not invalidate or otherwise affect any other provision in
         the Agreement, and the Agreement shall be construed as if such invalid,
         illegal or unenforceable provision had never been contained therein.

19.3     USE OF STANDARD PURCHASE ORDERS:

19.3.1   Although CUSTOMER may use its standard purchase order form to give any
         order or other notice provided for hereunder, said order or notice will
         be governed by the terms and conditions of this Agreement, and any term
         or condition set forth in any such standard form which is inconsistent
         with or in addition to the terms and conditions of this Agreement shall
         have no force or legal effect and will not become part of this
         Agreement.

19.4     INDEMNIFICATION:

19.4.1   Each party agrees to indemnify the other against, and hold the other
         harmless from any and all claims, demands, damages and liabilities,
         including attorneys fees and costs, for personal injury or property
         damage due to such parties' negligence related to the services provided
         under this Agreement. Both parties shall carry and maintain liability
         insurance coverage to satisfactorily cover its obligations under this


                                      -11-
<PAGE>

         Agreement. In addition, CUSTOMER shall indemnify and hold EMI and
         subcontractors harmless against any claim alleging that the products
         supplied pursuant to this Agreement and in accordance with CUSTOMER's
         specifications, infringes any patent, copyright, mask work right or
         other property right of a third party; and CUSTOMER shall defend, at
         its expense, any suit or proceeding against EMI or subcontractor based
         upon such a claim and shall pay all costs and damages awarded therein.

19.5     ASSIGNMENT:

19.5.1   This Agreement may not be assigned in whole or in part or transferred
         by either party without the prior written consent of the other.

19.6     FORCE MAJEURE:

19.6.1   In the event that performance by either party of its obligations under
         this Agreement is prevented due to any Act of God, fire, casualty,
         flood, earthquake, war, strike, lockout, epidemic, destruction of
         production facilities, riot, insurrection, material unavailability, or
         any other cause beyond the reasonable control of the party invoking
         this section, and if such party shall give prompt written notice to the
         other party, its performance shall be excused, and the time for the
         performance shall be extended for the period of delay or inability to
         perform due to such occurrences.

19.7     NOTICES:

19.7.1   All notices and other communications permitted or required by the
         provisions of this Agreement shall be in writing and shall be mailed,
         faxed, e-mailed or delivered to the other party at the address set
         forth in this Agreement and shall be deemed effective upon receipt by
         the other party. Mail delivery shall be deemed effective three (3) days
         after deposit in the U.S. Mail.

19.8     GOVERNING LAW:

19.8.1   This Agreement shall be construed and interpreted in accordance with
         the laws of the State of California.

19.9     ADVERTISEMENT:

19.9.1   CUSTOMER consents to EMI advertising the fact that EMI is providing
         Product to CUSTOMER on EWI's Web site, in marketing materials, and
         otherwise, so long as such advertising does not disclose any specific
         terms of the relationship.

19.10    APPROVED MANUFACTURERS:

19.10.1  EMI will only purchase components specified and approved by CUSTOMER as
         defined in CUSTOMER's AVL (Approved Vendor List). Any changes are
         subject to CUSTOMER's written consent. If CUSTOMER refuses to give such
         consent or fails to respond within ten (10) days of EMI's request and
         EMI has used reasonable efforts to purchase from the approved
         manufacturers and shortages or allocations exist, EMI shall not be
         liable for falling to deliver the affected Product.

19.10.2  If CUSTOMER provides consigned components to EMI, these item must be
         from the CUSTOMER's AVL.

                                      -12-
<PAGE>

19.11    ATTORNEY'S FEES; ARBITRATION:

19.11.1  If any legal action is necessary to enforce the terms of this
         Agreement, the prevailing party shall be entitled to reasonable
         attorney's fees and court costs in addition to any other relief the
         prevailing party may be entitled to. Any controversy or dispute arising
         out of this Agreement, including the interpretation of any of the
         provisions hereof, shall be submitted to arbitration in Orange County,
         California, under the commercial arbitration rules then in effect of
         the American Arbitration Association. Any award or decision obtained
         from any such arbitration proceeding shall be final and binding on the
         parties, and judgment upon any award thus obtained may be entered in
         any court having jurisdiction thereof. No action at law or in equity
         based upon any claim arising out of or rotated to this Agreement shall
         be instituted in any court by any party hereto except (a) an action to
         compel arbitration pursuant to this Paragraph, or (b) an action to
         enforce an award obtained in an arbitration proceeding in accordance
         with this paragraph.

19.12    AMENDMENTS:

         No addition to, deletion from or modification of any of the provisions
         of this Agreement shall be binding upon the Parties unless made in
         writing and signed by a duly authorized representative of both parties.

20.      MISCELLANEOUS:

20.1     A facsimile copy of a signature to this agreement should be deemed an
         original.

20.2     All remedies available to either party for breach of this Agreement are
         cumulative and may be exercised concurrently or separately and the
         exercise of any one remedy shall not be deemed an election of such
         remedy to the exclusion of other remedies.

20.3     Titles and heading sections of this Agreement are for convenience of
         reference only and shall not affect the construction of any provision
         of this Agreement.

20.4     The Waiver by any party of the breach of the other party of any
         provision of this Agreement shall not be construed as a continuing
         waiver of the breach of the same or other provisions of the Agreement.

20.5     The parties agree to cooperate fully and to execute any and all
         supplementary documents and to take any and all additional acts that
         may be necessary or appropriate to give full force and effect to the
         terms, provisions and intentions of the Agreement.

20.6     Customer furnished materials including Documentation, Programmable
         Files (check-sum), Gerber Data, Cad Data, Fabrication Drawings,
         Fabrication Specifications, etc. are to be provided with Revision
         Controlled. EMI will deliver and fabricate according to the furnished
         materials without any alterations. Therefore, the customer holds
         liabilities for products that are produced resulting in inaccuracy of
         its contents.

21.      NON-SOLICITATION:

21.1     During the term of this agreement and for a period of two years after
         the expiration or termination of this agreement, the parties agree not
         to solicit or induce the other parties' employees to leave their
         employment in a management level position or otherwise considered a key
         employee; provided, however, that neither party shall be prohibited
         from employing any person who (a) contacts the party on his or her own
         initiative, or (b) responds to general advertisement or general
         recruiting efforts.

                                      -13-
<PAGE>

21.2     In the event of breach of this provision, the parties agree that the
         nonbreaching party shall be entitled to the following remedies:
         a.       Temporary and Permanent injunctive relief, restraining further
                  breach of this covenant;
         b.       An amount equal to two times the solicited employee's annual
                  salary;
         c.       Any other damages available at law or equity.

22.      APPROVALS:

In witness whereof, the parties hereto have caused this Agreement to be duly and
properly executed by the duly author zed representatives as of the day and year
written below.

On behalf of:                         On behalf of:  Express Manufacturing, Inc.

   /S/ John Moore                         /S/ CP Chin
-------------------------------       ------------------------------------------
Signature                             Signature

John Moore                                CP Chin
-------------------------------       ------------------------------------------
Name                                  Name

Operations Management                     President
-------------------------------       ------------------------------------------
Title                                 Title

Date:  11/4/2003                      Date: 11/7/03


                                      -14-