Exhibit 10(a)

                                                    BANK OF SCOTLAND
                                                    Corporate Banking (Scotland)
                                                    New Uberior House
                                                    11 Earl Grey Street
                                                    Edinburgh
                                                    EH3 9BN

Techdyne, Inc.                                      DIRECT LINE: 0131 659 0807
Commission File No: 0-14659                         FAX:         0131 659 0865
2230 West 77th Street
Hialeah
Florida, 33016
United States of America



                                                          Date: 2nd October 2001

Dear Sirs

TERM LOAN OF US$7,000,000

We are pleased to offer Techdyne Inc. (the BORROWER) a term loan of US$7,000,000
in aggregate (the TERM LOAN FACILITY). This offer is open for acceptance by the
Borrower until 1st November 2001, when it will lapse. If accepted, this letter
and its schedules will form the agreement between the Borrower and BoS for the
Term Loan.

Definitions are given in Clause 18 below.

1.       CONDITIONS PRECEDENT

         The Term Loan will not be available until BoS has received, in form and
         substance satisfactory to it, the documents and evidence detailed in
         Schedule 1.

2.       THE TERM LOAN

         2.1      PURPOSE

                  The Borrower may only use the Term Loan to refinance the
                  Existing Facilities in full.

         2.2      DRAWDOWN

                  The Borrower may draw the Term Loan in one amount before 1st
                  December 2001 by giving a Notice of Drawdown no later than 11
                  am (London time) on the proposed date of drawdown (which must
                  be a Business Day).



<PAGE>

         2.3      REPAYMENT

                  The Term Loan shall (subject to the other provisions of this
                  letter) be repaid by twenty eight equal quarterly instalments
                  of US$250,000 each, with the first such instalment to be paid
                  on the date three months after the Drawdown Date.

         2.4      INTEREST

                  2.4.1    The period for which the Term Loan is outstanding
                           shall be divided into successive periods each of
                           which will start on the expiry of the previous period
                           or, in the case of the first Interest Period, on
                           drawdown.

                  2.4.2    The Borrower will pay interest on the Term Loan for
                           each Interest Period at the annual rate which is the
                           sum of (1) the Margin and (2) LIBOR.

                  2.4.3    Interest will be paid in arrears on each Interest
                           Payment Date.

                  2.4.4    The Borrower may select Interest Periods of one,
                           three or six months (subject to 2.4.6 below and/or as
                           otherwise agreed by BoS).

                  2.4.5    If the Borrower does not select an Interest Period by
                           11 am (London time) on the Business Day preceding its
                           commencement then subject to 2.4.6 below, that
                           Interest Period will be three months.

                  2.4.6    The end of each Interest Period will coincide with
                           one of the repayment dates set out in Clause 2.3
                           above. No Interest Period may extend beyond the Final
                           Repayment Date.

                  2.4.7    If there is a repayment, prepayment or recovery of
                           the Term Loan other than on the last day of an
                           Interest Period, then the Borrower will pay BoS an
                           amount (1) equal to the amount (if any) by which (2)
                           interest which would have been payable on the amount
                           received at the end of that Interest Period exceeds
                           interest which, in the opinion of BoS, would have
                           been payable on a deposit of equal amount placed with
                           a prime bank in London for a period from the first
                           Business Day after the early payment or recovery
                           until the end of that Interest Period and the
                           Borrower indemnifies BoS against any other costs,
                           liabilities or expenses incurred by BoS because of
                           that early payment or recovery.

         2.5      PREPAYMENT

                  The Borrower may prepay all or part of the Term Loan provided
                  that:-

                  2.5.1    the Borrower has given BoS at least 2 Business Days'
                           notice in writing of the intention to prepay;

                  2.5.2    the prepayment is made on the last day of an Interest
                           Period, or the Borrower has met its obligations under
                           2.4.7 above;

                  2.5.3    amounts prepaid may not be redrawn;

                  2.5.4    any prepayment is at least US$250,000 and is
                           accompanied by accrued interest on the amount
                           prepaid;



                                       2
<PAGE>


                  2.5.5    any amount prepaid is applied against instalments due
                           in the inverse order in which they are otherwise
                           payable; and

                  2.5.6    BoS is paid, by way of compensation for early
                           repayment, an amount equal to 1% of the amount
                           prepaid should the reason for prepayment be a
                           refinancing of all or any part of the Term Loan by a
                           third party within three years of the Drawdown Date.

3.       HEDGING

         The Borrower, after consultation with BoS, shall enter into such
         interest rate protection agreements (with BoS Group) regarding exposure
         to interest rates as the Borrower and BoS may agree from time to time.
         Any fee or premium payable to BoS or to any other person in connection
         with such agreements shall be payable by the Borrower on demand and the
         Borrower hereby indemnifies BoS (and any of its subsidiaries) against
         all and any liabilities, losses, damages, costs and other amounts which
         may arise out of or in connection with such arrangements (including,
         without limitation, the termination of such arrangements) save as a
         result of the gross negligence or wilful default of BoS.

4.       DEFAULT INTEREST

4.1      If any Borrower fails to pay any sum under or in relation to the Term
         Loan on its due date then the Borrower will pay interest on it until it
         is paid at the Default Rate.

4.2      Default interest payable must be paid monthly in arrears and if not
         paid will itself bear interest.

5.       SECURITY

5.1      As security for the Term Loan and any other money owing or incurred to
         BoS by any Group Company (including contingent liabilities and all
         amounts due to BoS in respect of payment commitments entered into by
         BoS on behalf of any Group Company but not yet debited to that
         company's account) the Borrower will deliver or procure delivery of the
         security detailed in Schedule 1.

5.2      The Borrower will grant such further security to BoS as it may require
         from time to time and procure that any subsidiary undertaking which is
         created or is acquired by any Group Company after the date of this
         letter will grant such security to BoS as it shall notify to the
         Borrower from time to time; all such further security will secure the
         Term Loan and any other money owing or incurred to BoS by any Group
         Company (including contingent liabilities).

6.       REPRESENTATIONS AND WARRANTIES

         The Borrower by signing this letter makes the representations and
         warranties set out in Schedule 2 and repeats each of them on each
         Interest Payment Date.

7.       COVENANTS

         The Borrower covenants with BoS that from the date of its acceptance of
         this letter until all the Borrower's obligations under it have been
         discharged:-


                                       3

<PAGE>

         7.1      GENERAL COVENANTS

                  The Borrower will at all times comply and procure compliance
                  by each Group Company with the general covenants set out in
                  Schedule 3.

         7.2      FINANCIAL COVENANTS

                  The Borrower will at all times comply with the financial
                  covenants set out in Schedule 4.

         7.3      FINANCIAL INFORMATION COVENANTS

                  The Borrower will at all times comply with the financial
                  information covenants set out in Schedule 5.

8.       DEFAULT AND INDEMNITY

8.1      If any of the events set out in Schedule 6 occurs, BoS may elect to
         treat the occurrence of that event (while the same is continuing
         unwaived) as an Event of Default and may by notice in writing to the
         Borrower:-

         8.1.1    cancel any part of the Term Loan then undrawn; and/or

         8.1.2    require repayment (immediately or otherwise as BoS may
                  require) of the Term Loan together with accrued interest;
                  and/or

         8.1.3    require that interest is payable on the Term Loan at the
                  Default Rate; and/or

         8.1.4    charge an administration fee to compensate for the additional
                  time spent in administering the Term Loan.

8.2      The Borrower will indemnify (and keep indemnified) BoS on written
         demand against any loss or expense, including legal fees, which BoS
         sustains or incurs:-

         8.2.1    because  of a  default  by any  Group  Company  of any
                  obligation  assumed  by it under any BOS Document; or

         8.2.2    as a consequence of any Event of Default.

9.       TAXES AND INCREASED COST

9.1     (a)       All payments by the Borrower to BoS under this letter
                  shall be free and without deduction of tax unless the Borrower
                  is required by law to make a payment subject to deduction or
                  withholding of tax, in which case the amount payable by the
                  Borrower will be sufficiently increased to ensure that BoS
                  receives and retains a net sum equal to that which it would
                  have received and retained were no deduction or withholding
                  made. If BoS subsequently receives a tax credit which enhances
                  its position beyond that, then it will reimburse the Borrower
                  sufficient to redress the position up to the amount received
                  so long as by so doing it does not prejudice receipt or
                  retention of the tax credit.

        (b)       BoS or any other lender or issuing bank that is not created or
                  organized under the laws of the United States or a political



                                       4

<PAGE>


                  subdivision thereof shall deliver to the Borrower on the date
                  such lender becomes a lender or such issuing bank becomes an
                  issuing bank a true and accurate certificate in the Form of
                  IRS Form W-8 BEN (Certificate of Foreign Status of Beneficial
                  Owner for United States Tax Withholding) executed in duplicate
                  by a duly authorized officer of such lender or issuing bank to
                  the effect that such lender or issuing bank is eligible to
                  receive payments hereunder and under the Notes without
                  deduction or withholding (or with reduced deduction or
                  withholding) of United States federal income tax under the
                  provisions of an applicable tax treaty concluded by the United
                  States.

9.2      If BoS incurs an Increased Cost, then the Borrower will indemnify it
         and will promptly pay to it the amount BoS certifies as payable. BoS
         will disclose, in reasonable detail, the basis of its calculation but
         not any matter which it considers confidential.

10.      PAYMENT, SET OFF AND INTEREST CALCULATIONS

10.1     All payments of principal, interest or commission will be paid to BoS
         at the Borrower's branch unless BoS otherwise directs and shall be in
         cleared US Dollar funds free of set-off or counterclaim.

10.2     All sums of interest or commission will be calculated on the basis of a
         year of 360 days and for the actual number of days elapsed following
         decree or judgement as well as before it.

10.3     Any determination by BoS of any amount of principal, interest,
         commission or charges or an applicable interest rate shall, in the
         absence of manifest error, be conclusive and binding on the Borrower.

10.4     Where the due date for payment of any sum under any BoS Document is not
         a Business Day then (without affecting subsequent payment dates) actual
         payment will be required on the next Business Day unless that day falls
         in the next calendar month, in which case payment will be on the
         preceding Business Day.

10.5     The Borrower agrees that any monies from time to time standing to their
         credit on any account with BoS may be retained as cover for and at any
         time without notice to the Borrower applied by BoS in or towards
         payment or satisfaction of any monies or liabilities now or from time
         to time due, owing or incurred by the Borrower to BoS in whatsoever
         manner, whether presently payable or not, whether actually or
         contingently, whether solely or jointly with any other person and
         whether as principal or surety.

10.6     If BoS exercises any right of set-off in respect of any liability of
         the Borrower and that liability or any part of it is in a different
         currency from any credit balance against which BoS seeks to set it off,
         BoS may use the currency of the credit balance to purchase an amount in
         the currency of the liability at the then prevailing spot rate of
         exchange and to pay out of the credit balance all costs, charges and
         expenses incurred by BoS in connection with that purchase.

10.7     In the event that any currency in which any of the obligations under
         the BoS Documents are denominated from time to time is changed or
         replaced at any time after the date of this letter (whether as a result
         of the introduction of, changeover to or operation of a single or
         unified European currency or otherwise), the BoS Documents will be
         amended to the extent that BoS (acting reasonably) considers to be
         required in order to reflect those circumstances.


                                       5

<PAGE>

11.      ILLEGALITY

         If, in the opinion of BoS, the introduction of any law or regulation or
         change in its interpretation, makes it unlawful for BoS to maintain any
         part of the Term Loan or carry out any of its obligations in relation
         to it then BoS will serve notice to that effect on the Borrower and
         that notice will release BoS from those obligations. The Borrower will
         then repay BoS on its demand or on whatever later date BoS reasonably
         specifies the Term Loan together with any other sums payable to BoS
         under this letter.

12.      Assignment and Transfer

12.1     This letter is for the benefit of the Borrower and BoS and their
         successors and assignees and transferees of BoS.

12.2     The Borrower may not assign or transfer all or any part of its rights,
         obligations or benefits under this letter.

12.3     BoS will be entitled (after consultation with the Borrower) to (i)
         assign, novate or transfer and (ii) permit a participation in all or
         any part of its rights and obligations under this letter to or by any
         other Qualifying Bank or Banks. The Borrower undertakes to execute and
         to procure that each Group Company will execute all documents BoS may
         reasonably require to give effect to an assignation, novation or
         transfer. If BoS does enter into a participation arrangement, the
         Borrower will continue to deal directly with BoS as agent.

12.4     BoS will be entitled to disclose to any prospective or actual assignee,
         transferee or participant or any other member of the BoS Group
         confidential information concerning each Group Company and its
         financial condition and any other information which may be given to BoS
         in relation to this letter so long as any of the same shall also be
         handled in confidential manner.

13.      NOTICES

         Unless otherwise provided in this letter, all notices or other
         communications to or between the parties will be in writing and:-

         13.1     will be by fax transmission, authenticated to the satisfaction
                  of BoS and will be deemed to have been received when sent
                  (provided a transmission report is received) unless hand
                  delivered and then at the time of delivery;

         13.2     in order to prove that a notice or demand has been made, BoS
                  need only establish that the notice or demand was properly
                  addressed and posted or transmitted;

         13.3     if given to BoS, it will be given at the address at the head
                  of this letter or at any other address in the UK which BoS may
                  designate at any time by notice to the Borrower;

         13.4     if given to the Borrower, it will be deemed to be duly given
                  if given at the address of the Borrower shown above or at any
                  other UK or USA address the Borrower designates by notice to
                  BoS;

         13.5     BoS may rely upon any communication by telephone or fax or
                  purporting to be on behalf of the Borrower by anyone notified
                  to BoS as being authorised without enquiry by BoS as to
                  authority or identity. The Borrower agrees to indemnify BoS
                  against any liability incurred or sustained by BoS as a
                  result.


                                       6

<PAGE>

14.      PRESS RELEASE

         The Borrower and BoS shall agree the terms of any public announcement
         or press release concerning the terms of this letter.

15.      WAIVERS AND SEVERABILITY

15.1     No failure or delay by BoS in exercising any right or remedy under any
         BoS Document shall operate as a waiver, and no single or partial
         exercise shall prevent further exercise, of any right or remedy.

15.2     If any part of this letter is not valid or enforceable then that shall
         not affect any other part.

15.3     The Schedules referred to in this letter shall form part of this
         letter.

16.      BANKING ARRANGEMENTS

         The Borrower will procure that where the aggregate of cash or cash
         balances held by the Group exceeds US$1,000,000 (or the equivalent in
         any other currency), any such excess shall immediately be remitted to
         an account of the Borrower with BoS.

17.      FEES AND EXPENSES

17.1     The Borrower will pay to BoS an arrangement fee of US$25,000 payable on
         drawdown of the Term Loan and which shall be debited to the current
         account of the Borrower with BoS;

17.2     The Borrower will pay or reimburse to BoS (on a full indemnity basis)
         all reasonable legal, accountancy, valuation, due diligence and other
         fees, costs and expenses or tax charged to or incurred by BoS in
         connection with BoS Documents (including the amendment, waiver,
         enforcement or preservation of the BoS rights) on demand.

18.      INTERPRETATION AND DEFINITIONS

         The definitions given in Schedules 4 and 8 shall apply to this letter.

19.      LAW

         This letter will be governed by and construed according to Scots law
         and the Borrower submits to the jurisdiction of the Scottish Courts.

Yours faithfully




 ........................
for and on behalf of
THE GOVERNOR AND COMPANY
OF THE BANK OF SCOTLAND


Agreed and accepted on behalf of TECHDYNE, INC.


                                       7

<PAGE>

 .................................
Director

 ...................................
Director/Secretary

Date:




IMPORTANT NOTICE: AS WITH ANY LEGALLY BINDING AGREEMENT, WE RECOMMEND THAT YOU
CONSULT YOUR SOLICITOR OR OTHER INDEPENDENT LEGAL ADVISER BEFORE ACCEPTING THIS
LETTER.





                                       8


<PAGE>


THIS IS THE SCHEDULE 1 REFERRED TO IN THE PRECEDING FACILITY LETTER BETWEEN BOS
AND TECHDYNE, INC. DATED 2ND OCTOBER 2001.

                                   SCHEDULE 1

                              CONDITIONS PRECEDENT


1.       DRAWDOWN

         A Notice of Drawdown.

2.       SECURITY

2.1      A general security agreement between the Borrower, Lytton Inc.
         ("Lytton") and BoS securing the Borrower's obligations to BoS.

2.2      A pledge agreement between the Borrower, Lytton and BoS securing the
         Borrower's obligations to BoS.

2.3      A guarantee by Lytton in favour of BoS guaranteeing the Borrower's
         obligations to BoS.

3.       FINANCIAL INFORMATION

3.1      The most recent Financial Statements of each Group Company.

3.2      The management accounts of the Borrower for the period to June 2001.

3.3      Whatever information regarding the trading and financial position of
         each Group Company that BoS may reasonably require.

4.       ACQUISITION AGREEMENT

         A certified copy of the Acquisition Agreement.

5.       CONSTITUTIONAL DOCUMENTS

5.1      Certified Copies of constitutional documents of the Borrower.

5.2      Certified Copies of good standing certificates in relation to the
         Borrower.

6.       REFINANCING

6.1      Evidence that all Security Rights, guarantees and indemnities granted
         by any Group Company in respect of the Existing Facilities have been or
         will be discharged at or before drawdown.

6.2      Details of all bonds, indemnities and guarantees issued by any bank or
         other person on behalf of any Group Company.

6.3      Evidence that all Borrowings of the Group other than the Permitted
         Borrowings have been repaid or will at drawdown of the Term Loan be
         repaid.


                                       9

<PAGE>

7.       ADMINISTRATIVE/SECRETARIAL

7.1      A Director's Certificate.

7.2      Account mandates in respect of the Borrower.

8.       TAXATION

         If possible, evidence that all taxation documentation necessary to
         enable the Borrower to make payments free and without deduction of tax
         have been entered into.




                                       10

<PAGE>


THIS IS THE SCHEDULE 2 REFERRED TO IN THE PRECEDING FACILITY LETTER BETWEEN BOS
AND TECHDYNE, INC. DATED 2ND OCTOBER 2001.

                                   SCHEDULE 2

                         REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants that:-

1.       each Group Company is duly organised or incorporated, validly existing
         and in good standing under the laws of the jurisdiction of its
         incorporation;

2.       no Group Company has any Borrowings (other than Permitted Borrowings)
         and no Security Right (other than a Permitted Security Right) exists
         over the property or assets of any of them;

3.       no Event of Default nor Potential Event of Default has occurred and is
         continuing unwaived;

4.       each Group Company has power to enter into and comply with its
         obligations in terms of the BoS Documents;

5.       each Group Company is licenced or qualified as a foreign corporation in
         all jurisdictions where it is required to be so licenced or qualified
         except where the failure to be so licenced, or qualified or in good
         standing could not have a Material Adverse Effect.

6.       everything has been done (including obtaining any necessary consents)
         in order (1) for each Group Company to comply with its obligations
         under the BoS Documents and (2) to ensure that those obligations are
         legally binding;

7.       execution of and compliance with the BoS Documents does not cause any
         Group Company to breach:-

         7.1 any law, regulation, judicial or official order to which it is
             subject;

         7.2 its memorandum or articles of association (or equivalent
             constitutional documents); or

         7.3 any letter, undertaking or restriction to which it is a party or
             subject;

         and will not result in the imposition of any Security Right (other than
         under a BoS Document) on any of its assets;

8.       no Material Litigation is current, pending or threatened against any
         Group Company or its assets (other than as disclosed in writing to BoS
         on or before the date of this letter);

9.       the copies of all Certified Copy documents and other documents
         delivered to BoS are true, accurate and complete in all material
         respects;

10.      the most recent Financial Statements of the Group were prepared in
         accordance with Applicable Accounting Principles and reconciled with
         GAAP and give a true and fair view of the financial condition of the
         Group at the end of the relevant period and there has been no material
         adverse effect in the financial condition of the Group since those
         statements;


                                       11


<PAGE>


11.      the most recent management accounts of the Group have been prepared
         with due care and attention and accurately reflect the financial
         position of the Group in all material aspects as at their date and
         there has been no material adverse effect in the financial condition of
         the Group since those accounts;

12.      the Borrower is the beneficial owner of the issued share capital of
         each other Group Company free from any Security Right (other than a
         Permitted Security Right);

13.      each Group Company holds all licences and consents (including
         Environmental Licences) necessary for the ownership of its property and
         which allow it to comply with the terms of the BoS Documents and to
         conduct its business and has complied in all material respects with
         those licences and consents and with Environmental Law;

14.      no Dangerous Substance has been used, disposed of or released at or
         from any property owned or occupied by a Group Company or (to the best
         of the Borrower's knowledge) from any adjoining property, which, in
         either case, is likely to result in a liability which, in the opinion
         of BoS, would have a Material Adverse Effect;

15.      each Group Company is either owner or licensee of all Intellectual
         Property Rights used in its business and use of them does not infringe
         any third party rights;

16.      it is not required or entitled at the date of this letter to make any
         deduction or withholding or set-off from any payment it may make under
         any of the BoS Documents;

17.      each Group Company is resident in its jurisdiction of incorporation for
         tax purposes and each Group Company is in compliance with all material
         taxation laws in the jurisdiction of its incorporation;

18.      other than as disclosed in writing to BoS on or before the date of this
         letter none of the Group Companies or any of their ERISA Affiliates has
         ever established, maintained, sponsored or contributed to any employee
         pension benefit plan (as such term is defined in Section 3(2) of ERISA)
         which is subject to Title IV of ERISA or has any material liability or
         potential material liability with respect to any such plan;

19.      each Plan is, and has in the past been, maintained, funded and
         administered in compliance in all material respects with all applicable
         provisions of ERISA, the Code and other applicable laws and
         regulations;

20.      each of the Plans which is an employee pension benefit plan (within the
         meaning of Section 3(2) of ERISA) and which is intended to qualify
         under Section 401(a) of the Code has received from the US Internal
         Revenue Service a determination letter to the effect that such Plan is
         so qualified. Nothing has occurred since the date of such determination
         that could reasonably be expected to adversely affect the qualification
         of such Plan;

21.      each Group Company and each of their ERISA Affiliates has administered
         and operated each plan maintained, sponsored or contributed to by any
         of them which is a group health plan (as defined in Section 5000(b)(1)
         of the Code) in all material respects in compliance with the applicable
         requirements of Part 6 of Subtitle B of Title 1 of ERISA. Section 4980B
         of the Code, and similar applicable state laws;

22.      no Pension Plan has incurred any accumulated funding deficiency (as
         defined in Section 302 of ERISA and Section 412 of the Code) whether or


                                       12


<PAGE>

         not waived. None of the Group Companies or any ERISA Affiliate has
         incurred or could incur any liability to the PBGC or otherwise under
         Title IV of ERISA;

23.      there are no material actions, suits or claims existing or pending
         against any Plan (other than routine claims for benefits) which could
         reasonably be expected to result in material liability to any Group
         Company;

24.      no prohibited transaction (within the meaning of Section 406 of ERISA
         or Section 4975 of the Code) has occurred with respect to any Plan
         which could subject any such Plan (or its related trust) or any Group
         Company or any officer, director or employee of any of the foregoing to
         a material penalty or tax;

25.      no civil or criminal action brought pursuant to the provisions of Title
         I, Subtitle B, Part 5 of ERISA is pending or, to the best of the
         knowledge of the Group Companies, threatened against any fiduciary or
         any Plan and none of the Plans (or any fiduciary thereof in such
         capacity) has been the direct or indirect subject of any audit,
         investigation or examination by any governmental or quasi-governmental
         agency;

26.      no payment by a Group Company will not be deductible as a result of the
         application of Section 280G of the Code in consequence of the
         completion of the transactions referred to in the BoS Documents, and
         none of the Group Companies will be obligated to pay any separation,
         severance, termination or similar benefits solely as a result of the
         completion of the transactions referred to in the BoS Documents;

27.      none of the Group Companies or any of their ERISA Affiliates has ever
         contributed to or been obligated to contribute to any Multiemployer
         Plan or has any material liability or potential liability with respect
         of any Multiemployer Plan;

28.      there are no Group Companies other than Techdyne, Inc., Lytton Inc.,
         Techdyne (Europe) Limited and Techdyne (Livingston) Limited.


                                       13

<PAGE>


THIS IS THE SCHEDULE 3 REFERRED TO IN THE PRECEDING FACILITY LETTER BETWEEN BOS
AND TECHDYNE, INC. DATED 2ND OCTOBER 2001.

                                   SCHEDULE 3

                                GENERAL COVENANTS

1.       The Borrower shall, save with the prior written consent of BoS:-

         1.1      ensure that its obligations in respect of the Term Loan and
                  the obligations of itself and each other Group Company under
                  the Security Documents at all times rank ahead of all other
                  Borrowings of each Group Company unless statutorily preferred;

         1.2      notify BoS of any Event of Default or Potential Event of
                  Default immediately upon becoming aware of it, at the same
                  time describing the steps (if any) being taken to nullify or
                  mitigate its effects.

2.       The Borrower shall, and shall procure that each other Group Company
         shall, unless it has a prior written waiver from BoS:-

         2.1      effect and maintain (with BoS interest noted on them)
                  sufficient and appropriate policies of insurance of its
                  business and assets and supply copies or evidence of them on
                  written demand by BoS;

         2.2      advise BoS promptly of Material Litigation;

         2.3      take whatever steps and execute whatever documents BoS may
                  reasonably require in order to give effect to the Security
                  Documents;

         2.4      have and maintain all licences and authorisations necessary
                  under any law or regulation affecting the conduct of its
                  business;

         2.5      comply with all Statutory Controls and promptly give to BoS a
                  copy of any notice concerning compliance with them;

         2.6      preserve its Intellectual Property Rights and observe all
                  covenants and stipulations affecting them;

         2.7      at the Borrower's expense, permit BoS to obtain valuations of
                  whatever Group assets which BoS may, at any time, reasonably
                  require;

         2.8      on receiving the same, notify BoS of any actual or threatened
                  claim against any Group Company in respect of an alleged
                  breach of Environmental Law or remedial obligation or
                  liability under such law which could, if well-founded, have a
                  Material Adverse Effect;

         2.9      indemnify BoS, any receiver appointed by BoS and their
                  respective officers, employees and agents against all costs
                  and expenses suffered or incurred by them which arise as a
                  result of (1) any actual or threatened breach of Environmental
                  Law, (2) any actual or threatened release of or exposure to a
                  Dangerous Substance on, at or from the premises or operations
                  of any Group Company or (3) any actual or threatened claim
                  referred to in 2.8 above whether such claim has a Material
                  Adverse Effect or not;



                                       14

<PAGE>


         2.10     where environmental harm in terms of the Environmental Law has
                  been caused to any property belonging to any Group Company
                  over which BoS has or will have a security interest pursuant
                  to a Security Document, ensure that none of the Group
                  Companies is the person responsible for that harm in terms of
                  the relevant Environmental Law and in particular, has not
                  caused or knowingly permitted that harm to occur, and be aware
                  both of the identity of the person responsible under the
                  relevant Environmental Law and that person's current financial
                  condition;

         2.11     promptly on becoming aware of the same, notify BoS of any
                  circumstances which have given rise to (i) a material and
                  adverse change in relation to the financial condition of any
                  Plan or Pension Plan, (ii) an increase in the benefits of any
                  existing Plan or Pension Plan, the establishment of any new
                  Plan or Pension Plan or the commencement of contributions to
                  any Plan or Pension Plan or (iii) the occurrence of any ERISA
                  Event;

         2.12     promptly on becoming aware of the same, notify BoS of any
                  event or condition which will (or is likely to) constitute
                  grounds for the termination or (or the appointment by PBGC of
                  a trustee to administer) any Pension Plan pursuant to Section
                  4042 of ERISA;

         2.13     procure that each Group Company shall pay all Taxation which
                  is due for payment (subject to any grace periods) other than
                  Taxation which is being contested in good faith and by
                  appropriate means.

         2.14     ensure that neither it nor any ERISA Affiliate shall agree to
                  contribute, or assume any obligation to contribute, to any
                  Pension Plan or Multiemployer Plan;

         2.15     acquire or otherwise affiliate with any new ERISA Affiliate
                  that maintains or has an obligation to contribute to an
                  employee pension benefit plan (as such term is defined in
                  Section 3(2) of ERISA) that has an "accumulated funding
                  deficiency" (as defined in Section 302 of ERISA);

         2.16     ensure that no Pension Plan is terminated under Section 4041
                  of ERISA unless such termination would not be reasonably
                  likely to have a Material Adverse Effect;

         2.17     ensure that neither it nor any of its ERISA Affiliates shall
                  adopt an amendment to a Plan or Pension Plan requiring the
                  provision of security under Section 307 of ERISA or Section
                  401(a)(29) of the Code;

         2.18     use the proceeds of the Facility without violating Regulations
                  G, T, U and X of the Regulations of the Board of Governors of
                  the Federal Reserve System of the United States of America (or
                  any entity succeeding to all or any of its functions); and

         2.19     make and renew all UCC filings in relation to any of the BoS
                  Documents which are requested by BoS and will make payment (or
                  will reimburse BoS in respect of) all applicable fees in
                  relation to such filings.

         2.20     ensure that neither it nor any of its ERISA Affiliates shall:
                  engage in any prohibited transaction described in Section 406
                  of ERISA or Section 4975 of the Code: (ii) permit to exist any
                  accumulated funding deficiency (as defined in Section 302 of


                                       15

<PAGE>

                  ERISA and Section 412 of the Code), whether or not waived;
                  (iii) fail to pay timely required contributions or annual
                  instalments due with respect to any waived funding deficiency
                  to any Pension Plan; (iv) fail to make any contribution or
                  payment to any Multiemployer which it or any of its ERISA
                  Affiliates may be required to make under any agreement
                  relating to such Multiemployer Plan or any law pertaining
                  thereto: or (vi) fail to pay any required instalment or any
                  other payment required under Section 412 of the Code on or
                  before the due date for such instalment or other payment;

3.       The Borrower shall not, and shall procure that each other Group Company
         shall not, save with the prior written consent of BoS:-

         3.1 grant or permit to subsist any Security Right other than a
             Permitted Security Right;

         3.2 incur or contract to incur or permit to subsist any Borrowings
             other than Permitted Borrowings;

         3.3 dispose of or part with control of (whether by a single transaction
             or a series of transactions) any asset or undertaking (other than a
             Permitted Disposal);

         3.4 carry on any business other than that undertaken at the date of
             acceptance of this letter or any business related to the existing
             businesses;

         3.5 lend or give credit to or indemnify or guarantee any other
             person(s) unless it is (1) to or on account of the obligations of
             another Group Company which has granted Full Group Security, (2) in
             the ordinary course of business on normal trade terms;

         3.6 join any partnership or joint venture with any other person or
             amalgamate with any other person (other than as part of a solvent
             reconstruction with the prior written consent of BoS);

         3.7 in any financial year incur any capital expenditure (actually or
             contingently) in excess of US$1,000,000 of the relevant estimates
             given in the budget in aggregate for the Group delivered to and
             approved by BoS;

         3.8 acquire or incorporate any company or business (or any shares in
             any company);

         3.9 alter the accounting principles and practices applied in its
             Financial Statements (unless to comply with GAAP or on the advice
             of its auditors);

         3.10 alter its accounting reference date;

         3.11 enter an arrangement for finance not shown in its balance sheet as
              Borrowings;

         3.12 factor or discount its debts;

         3.13 agree to amend or waive or permit the amendment or waiver of any
              of its constitutional documents in any way which, in the opinion
              of BoS, is likely to have an adverse effect upon the interests of
              BoS under the BoS Documents;

         3.14 declare or make any Distribution other than a Permitted
              Distribution;

         3.16 allow any dormant company to undertake any significant accounting
              transaction or otherwise commence trading or to acquire or assume
              any rights or liabilities without first having granted Full Group
              Security; or

         3.17 change its place of residence for tax purposes.

                                       16

<PAGE>



THIS IS THE SCHEDULE 4 REFERRED TO IN THE PRECEDING FACILITY LETTER BETWEEN BOS
AND TECHDYNE, INC. DATED 2ND OCTOBER 2001.

                                   SCHEDULE 4

                               FINANCIAL COVENANTS

1.       The Borrower and Lytton Inc. covenant with BoS on a consolidated basis
         as follows:-

         1.1      NET WORTH

                  Net Worth shall not at any time be less than:-

                   1.1.1   US$8,000,000, during the period from the date of
                           drawdown to 31 December 2001;

                   1.1.2   US$9,000,000, during the period from 1 January 2002
                           to 31 December 2002; and

                   1.1.3   US$11,000,000 thereafter.

         1.2      ASSET COVER

                  1.2.1    The ratio of Current Assets of the Group to the Net
                           Borrowings shall not be less than 1.5:1 at all times
                           from the Drawdown Date until 30th June 2002 and shall
                           not be less than 1.75:1 at all times thereafter.

                  1.2.2    The ratio of the Trade Debtors of the Group to the
                           Net Borrowings shall not be less than 0.50:1 at all
                           times from the Drawdown Date until 30th June 2002 and
                           shall not be less than 0.75:1 at all times
                           thereafter.

         1.3      TOTAL INTEREST COVER

                  The ratio of PBIT to Total Interest shall not be less than
2.0:1 at all times.

2.       The financial covenants shall be tested as follows:-

         2.1      the Net Worth covenant shall be tested on a quarterly basis;

         2.2      the Asset Cover covenant shall be tested on a quarterly basis;

         2.3      the Total Interest Cover covenant shall be tested from the
                  Drawdown Date to 31st December 2001 by reference to the
                  cumulative position and thereafter, on a quarterly basis by
                  reference to the cumulative position for the relevant
                  financial year;

         in each case by reference to the latest Financial Statements of the
         Borrower or, if more recent, to the latest management accounts of the
         Group, provided that, where any financial covenant is tested by
         reference to management accounts it shall be tested again by reference
         to Financial Statements when the relevant Financial Statements become
         available.


                                       17


<PAGE>

3.       For the purposes of this Schedule 4:-

         CURRENT ASSETS means from time to time, the aggregate value (calculated
         from time to time to accord with GAAP) of all Trade Debtors and the Net
         Security Value of Stock of each Group Company.

         NET BORROWINGS means total Borrowings of each Group Company less sums
         standing at credit of all accounts of the Group with BoS from time to
         time in respect of which BoS has valid and enforceable rights of
         set-off.

         NET SECURITY VALUE OF STOCK means all Stock valued in accordance with
         GAAP.

         NET WORTH means the aggregate of the amount paid up on the issued share
         capital of the Group and the amount standing to the credit of its
         capital and revenue reserves (including any share premium account or
         capital redemption reserve but excluding any revaluation reserve and/or
         intangible assets), plus or minus the amount standing to the credit or
         debit (as the case may be) of the profit and loss account of the Group.

         PBIT means, for any specified period, the trading profit of the Group
         before deduction of interest and taxation and before the deduction of
         extraordinary and exceptional items.

         STOCK means all marketable stock in trade and all raw materials, work
         in progress, goods in process, finished goods, materials and supplies
         of every nature and description (less provision for obsolete or slow
         moving stock) of each Group Company all as may be properly included as
         stock in accordance with GAAP (but excluding any of the above held in
         trust or subject to any reservation of title claim).

         TOTAL INTEREST means, in relation to any specified period, the
         aggregate amount of interest, commission and other recurrent financial
         expenses attributable to the total Borrowings of the Group charged,
         accrued or capitalised for such period.

         TRADE DEBTORS means debts due to each Group Company in the ordinary
         course of business outstanding for not more than 90 days from date of
         invoice (or such other period agreed with BoS) and which are not bad or
         doubtful (or determined by BoS to be bad or doubtful) but excluding:-

         1.       any debt owed by another Group Company;

         2.       any debt owed by any person who is also a creditor of a Group
                  Company to the extent of the amount owed by that Group Company
                  to that creditor;

         3.       any debt which has been assigned or charged to or is held in
                  trust for any third party or is subject to any factoring or
                  invoice discounting or similar letter; and

         4.       with any adjustments BoS may from time to time consider to be
                  appropriate in the context of the business of each Group
                  Company and the Term Loan.

4.       If the Borrower breaches the terms of any of the financial covenants
         specified above, without prejudice to any of its other rights or
         remedies, BoS shall be entitled to:-

         4.1      initiate an investigation and instruct any report (accounting,
                  legal and valuation or otherwise) on the business and affairs
                  of the Borrower or any other Group Company

                                       18

<PAGE>

                  which BoS deems necessary to ascertain the financial
                  position of the Group, all costs incurred by BoS in so doing
                  being payable by the Borrower; and/or

         4.2      increase the Margin to three per cent (3%).

THIS IS THE SCHEDULE 5 REFERRED TO IN THE PRECEDING FACILITY LETTER BETWEEN BOS
AND TECHDYNE, INC. DATED 2ND OCTOBER 2001.

                                   SCHEDULE 5

                         FINANCIAL INFORMATION COVENANTS

The Borrower covenants that it will supply to BoS:-

1.       within 150 days after the end of each financial year of the Borrower
         two copies of the Financial Statements;

2.       within 14 days before the commencement of each financial year of the
         Borrower, its annual budget (including profit and loss account, balance
         sheet and cash flow forecasts) for the next financial year and a
         consolidated annual budget for the Group;

3.       within 45 days after the end of each quarter in each financial year of
         the Borrower, management accounts (including profit and loss account,
         balance sheet and cash flow statement on a consolidated basis for the
         Group) and showing a comparison with budget together with commentary by
         the chief financial officer on all material aspects of those management
         accounts;

4.       at the same time as it delivers the Financial Statements or the
         management accounts referred to above, a certificate of compliance with
         the financial covenants set out in Schedule 4 signed by the chief
         financial officer of the Borrower, setting out in reasonable detail
         supporting computations and in form and content acceptable to BoS;

5.       as soon as the same becomes available, but in any event within 10 days
         after the issue thereof, all documents filed by any Group Company with
         the US Securities and Exchange Commission under the US Securities Act
         of 1933 or the US Securities Exchange Act of 1934 (other than on Form
         S-8 or 8-A or similar forms);

6.       promptly after their filing with the US Internal Revenue Service,
         copies of each Schedule B (Actuarial Information) (if any) to the
         Annual Report (IRS Form 5500 Series) with respect to each Pension Plan;

7.       promptly on becoming aware of the same, copies of any notice from the
         PBGC stating its intention to terminate any Pension Plan or
         Multiemployer Plan or to have a trustee appointed to administer any
         Pension Plan or Multiemployer Plan;

8.       from time to time on request by BoS, such information about any Plan,
         Pension Plan or Multiemployer Plan as BoS may reasonably require; and

9.       such further financial information as BoS may from time to time
         reasonably require.

The Borrower also covenants that it will identify from any consolidated accounts
prepared for itself and its subsidiaries the financial performance of any
undertaking included in those accounts as a subsidiary undertaking and will
provide details of all financing agreements and arrangements to which any Group
Company is a party which need not be shown in the Financial Statements of the
Borrower.


                                       19


<PAGE>


THIS IS THE SCHEDULE 6 REFERRED TO IN THE PRECEDING FACILITY LETTER BETWEEN BOS
AND TECHDYNE, INC. DATED 2ND OCTOBER 2001.

                                   SCHEDULE 6

                                EVENTS OF DEFAULT

1.       The Borrower fails to pay any sum due under a BoS Document on its due
         date other than as a result of the failure of the appropriate payment
         transmission system which is outwith the Borrower's control;

2.       any written information or projection given or any representation,
         warranty or statement made or repeated by or on behalf of any Group
         Company under the BoS Documents (whether before or after the date of
         this Letter) is incorrect, inaccurate, incomplete or, in the opinion of
         BoS, misleading in any respect which, if capable of remedy, is not
         remedied within seven days;

3.       any Borrowings of any Group Company in excess of US$150,000 are not
         paid when due for payment (whether because of acceleration or
         otherwise) or within any originally permitted period of grace;

4.       the Borrower fails to comply with the terms of Schedule 4 or any Group
         Company fails to comply with the terms of Schedule 3;

5.       any Group Company fails to comply with any other covenant, undertaking
         or obligation given or owed by it under a BoS Document which is not
         remedied to the satisfaction of BoS within 14 days after the first of
         (1) a Group Company being aware of the failure or (2) notice by BoS
         calling for its remedy (should BoS reasonably consider it to be
         remediable);

6.       any Group Company ceases or threatens to cease to carry on its business
         or a significant part of it (unless as part of a solvent reconstruction
         approved by BoS) or suspends or threatens to suspend payment of its
         debts or is unable or is deemed to be unable to pay its debts within
         the meaning of Section 123 (1) of the Insolvency Act 1986;

7.       a proposal is made or a nominee or supervisor is appointed for any
         Group Company for a composition in satisfaction of its debt or for a
         scheme of arrangement of its affairs or other arrangement or any
         proceedings for the benefit of its creditors are commenced under any
         law, regulation or procedure relating to the reconstruction or
         readjustment of debt;

8.       a petition is made for an administration order under the Insolvency Act
         1986 with respect to any Group Company;

9.       any steps are taken by a Group Company (without BoS prior written
         consent) or any other person to wind up or dissolve any Group Company
         or to appoint a liquidator, trustee, receiver, administrative receiver
         or similar officer to any Group Company or any part of its undertaking
         or assets;

10.      any legal process (not being reasonably considered by BoS to be
         defensible or vexatious, in good faith) is levied, enforced or sued
         against a Group Company or its assets or any person validly takes
         possession of any of the property or assets of a Group Company or steps
         are taken by any person to enforce any Security Right against any of
         the property or assets of a Group Company;


                                       20

<PAGE>


11.      any Group Company shall:-

        11.1      apply for or consent to the appointment of, or the taking of
                  possession by, a receiver, custodian, trustee, liquidator or
                  the like of itself or of all or a substantial part of its
                  property or assets;

         11.2     make a general assignment for the benefit of its creditors;

         11.3     commence a voluntary case under the US Bankruptcy Code;

         11.4    file a petition seeking to take advantage of any other law
                  relating to bankruptcy, insolvency, reorganisation, winding up
                  or composition or re-adjustment of debts;

         11.5     acquiesce in writing to any petition filed against it under
                  the US Bankruptcy Code; or

         11.6     take any corporate action for the purpose of effecting any of
                  the foregoing with respect to itself;

12.      a proceeding or case shall be commenced (without the application or
         consent of any Group Company) in any court of competent jurisdiction
         seeking:-

         12.1     its reorganisation, liquidation, dissolution or winding up or
                  the composition or readjustment of its debts;

         12.2     the appointment of a receiver, custodian, trustee or
                  liquidator or the like of it or of all or any substantial part
                  of its property or assets; or

         12.3     similar relief in respect of the relevant Group Company under
                  any law relating to bankruptcy, insolvency, reorganisation,
                  winding up or composition or adjustment of debts,

         or an order for relief against any Group Company shall be entered
         in an involuntary case under the US Bankruptcy Code;

13.      any event occurs or proceedings are taken in respect of a Group Company
         in any jurisdiction to which it is subject which has an effect
         equivalent or similar to any of the events mentioned in paragraphs 6 to
         12 above (inclusive);

14.      any part of a BoS Document ceases to be legal or effective (or a Group
         Company so alleges) or any consent required to enable a Group Company
         to perform its obligations under a BoS Document ceases to have effect
         or (subject to Permitted Security Rights) any Security Rights created
         by any of the Security Documents cease to be first priority Security
         Rights;

15.      notice of withdrawal or discontinuance of any guarantee or security
         provided by any third party (including any Group Company) is served on
         BoS and a replacement guarantor suitable to BoS cannot be found within
         seven days;

16.      control of any Group Company passes to any person or persons (whether
         acting individually or in concert) who is or are not a shareholder in
         it immediately after the date of this letter without the prior written
         consent of BoS;

17.      there is any change in any of its constitutional documents which in the
         opinion of BoS, will have a Material Adverse Effect on its position
         under the BoS Documents;

18.      any licence, authority, permit, consent, agreement or contract which is
         material to the business from time to time of any Group Company is
         terminated, withheld or modified which in the opinion of BoS, will have
         a Material Adverse Effect;


                                       21

<PAGE>

19.      in the reasonable opinion of BoS at any time after the date of this
         letter:-

         19.1     there is a risk of material liability to BoS under
                  Environmental Law or because it has taken security (direct or
                  third party) for the Term Loan;

         19.2     the value of any asset of any Group Company may be diminished
                  in any material way because of Environmental Law; or

         19.3     any Group Company does not comply with regulations or the law
                  applicable to its business or with Environmental Law or
                  Licence(s) which failure to comply will have a Material
                  Adverse Effect;

20.      any ERISA Event shall occur or any Group Company or any ERISA Affiliate
         shall fail to pay the full amount of any instalment due under Section
         412(m) of the Code and as a result either (a) such occurrence or
         failure to pay would have, or would be reasonably likely to have, a
         Material Adverse Effect or (b) BoS would, or would be reasonably likely
         to, become liable to pay any amount following such ERISA Event or
         failure to pay;

21.      any other circumstance or event occurs or arises which will have a
         Material Adverse Effect.



                                       22
<PAGE>


THIS IS THE SCHEDULE 7 REFERRED TO IN THE PRECEDING FACILITY LETTER BETWEEN BOS
AND TECHDYNE, INC. DATED 2ND OCTOBER 2001.

                                   SCHEDULE 7

                             DIRECTOR'S CERTIFICATE

                                 TECHDYNE, INC.


                  I, Ian Durie, a Director of Techdyne, Inc., a Florida
corporation (the "Corporation"), pursuant to that certain Facility Letter, dated
as of 2nd October, 2001 (as may be amended, modified, extended or restated from
time to time the "Facility Letter"; all capitalized terms which are used herein
but not otherwise defined herein shall have the meanings respectively assigned
to them under the Facility Letter), by and among Techdyne, Inc. as Borrower and
The Governor and Company of the Bank of Scotland, do hereby certify the
following:

         1.       Attached hereto as Exhibit A is a true, correct and complete
                  copy of the Certificate of Incorporation of the Corporation as
                  filed with the Florida Secretary of State, together with all
                  amendments thereto adopted through the date hereof.

         2.       Attached hereto as Exhibit B is a true, correct and complete
                  copy of the Certificate of Good Standing of the Corporation
                  dated _______ from the Secretary of State of the State of
                  Florida.

         3.       Attached hereto as Exhibit C are true and complete copies of
                  the resolutions adopted by the Board of Directors of the
                  Corporation by written consent, which resolutions authorize
                  and approve, among other things, the execution, delivery and
                  performance of the Facility Letter and the other financing
                  documents to which the Corporation is a party and all other
                  instruments and documents to be executed and delivered on
                  behalf of the Corporation pursuant to the Facility Letter and
                  such other financing documents, none of which resolutions have
                  been amended, modified or revoked and all of which are in full
                  force and effect on the date hereof.

         4.       Attached hereto as Exhibit D is a true, correct and complete
                  copy of the By-laws of the Corporation. Such By-laws have not
                  been amended, modified, supplemented or rescinded and are in
                  full force and effect on and as of the date hereof.

         5.       The persons named below have been duly elected and have duly
                  qualified as, and on this day are, officers of the Corporation
                  and hold the offices set forth opposite their names below, and
                  the signatures set forth opposite their names below are their
                  genuine signatures:

         NAME                      TITLE             SIGNATURE

         Ian Durie                 Director          _____________________



                                       23


<PAGE>



         IN WITNESS WHEREOF, I have signed this Certificate this ____ day of
October, 2001.


                                         TECHDYNE, INC.


                                         By:       _____________________________
                                                   Name:     Ian Durie
                                                   Title:    Director


         I, Samuel Russell, the Chief Executive Officer of the Corporation, do
hereby certify that Ian Durie has been duly elected and has duly qualified as,
and on this day is, a Director of the Corporation and the signature above is his
genuine signature.


         IN WITNESS WHEREOF, I have signed this Certificate this ____ day of
October, 2001.



                                         TECHDYNE, INC.


                                         By:       _____________________________
                                                   Name: Samuel Russell

                                         Title:                      [Officer]




                                       24

<PAGE>


THIS IS THE SCHEDULE 8 REFERRED TO IN THE PRECEDING FACILITY LETTER BETWEEN BOS
AND TECHDYNE, INC. DATED 2ND OCTOBER 2001.

                                   SCHEDULE 8

                         DEFINITIONS AND INTERPRETATION

'ACQUISITION AGREEMENT means the sale and purchase agreement relative to the
purchase by Simclar International Limited of a majority shareholding in Techdyne
Inc.

APPLICABLE ACCOUNTING PRINCIPLES means in relation to any audited or monthly
financial statements in respect of any Group Company, the accounting principles
generally accepted in the Relevant Jurisdiction of such Group Company in effect
from time to time, consistently applied.

ARTICLES OF ASSOCIATION means the articles of association (or equivalent
constitutional documents) of the Borrower.

BORROWINGS means (without double counting):-

1.       money borrowed or raised and includes capitalised interest;

2.       any liability under any bond, note, debenture, loan stock, redeemable
         preference share capital or other instrument or security;

3.       any liability for acceptance or documentary credits or discounted
         instruments;

4.       any liability for the acquisition cost of assets or services payable on
         deferred payment terms where the period of deferment is more than 60
         days;

5.       any liability under debt purchase, factoring and similar agreements and
         capital amounts owing under finance leases, hire purchase or
         conditional sale agreements or arrangements; and

6.       any liability under any guarantee or indemnity (except product
         warranties).

BOS means The Governor and Company of the Bank of Scotland and its successors,
assignees and transferees.

BOS DOCUMENT(S) means this letter, the Security Documents, any agreement for
Working Capital and all documents supplemental to any of them.

BOS GROUP means BOS, any Subsidiary of it, any holding company of it and any
Subsidiary of its holding company.

BUSINESS DAY means a day on which banks are open for general business in
Edinburgh and New York.

CERTIFIED COPY means a copy certified as true, complete and up to date by the
specified person or, if no-one is specified, by either the secretary of the
relevant Group Company or the Borrower's solicitors or, in relation to the
certificate of incorporation, articles of incorporation and the good standing
certificate of any Group Company incorporated in the U.S., certified by the
Secretary of State of the relevant jurisdiction.


                                       25


<PAGE>


CODE means the US Internal Revenue Code of 1986 as amended from time to time and
the regulations promulgated and rulings issued thereunder.

DANGEROUS SUBSTANCES means any substances capable of causing harm to man or any
other living organism or damaging the environment.

DEFAULT RATE means the rate which is one and a half per cent (1.5%) per annum
over the rate at which interest is paid on the Term Loan under Clause 2.4 of the
preceding facility letter.

DIRECTOR'S CERTIFICATE means the certificate executed by the Director of the
Borrower in the BoS form of Schedule 7 hereto.

DISTRIBUTION means any dividend, redemption or distribution of assets by a
company to its members whether in cash or otherwise on account of capital or
income.

DOLLAR and the figure US$ shall mean the lawful currency of the United States of
America from time to time.

DRAWDOWN DATE means the date, being a Business Day falling no later than one
month after the date hereof on which the Term Loan shall be drawndown in one
amount.

ENVIRONMENTAL LAW means all laws, regulations, directives, codes of practice,
circulars, guidance notices and court decisions (whether in the UK or elsewhere)
concerning the protection of human health or welfare or the environment or the
conditions of the work place or the generation, transportation, storage,
treatment or disposal of Dangerous Substances.

ENVIRONMENTAL LICENCE means any licence, authorisation or approval required by
Environmental Law.

ERISA means the US Employee Retirement Income Security Act of 1974 as amended
from time to time and all regulations promulgated and rulings issued thereunder.


ERISA AFFILIATE means any entity which is considered as a single employer with
any Group Company within the meaning of Section 414 of the Code.

ERISA EVENT means:-

(i)      the occurrence of a "reportable event" (as defined in Section 4043 of
         ERISA) with respect to a Plan or Pension Plan;

(ii)     the institution of proceedings under Section 4042 of ERISA by the PBGC
         or the termination of, or the appointment of a trustee to administer,
         any Pension Plan or the occurrence of any event or condition described
         in Section 4042 of ERISA that could reasonably be expected to
         constitute grounds for the termination of, or the appointment of a
         trustee to administer, such Pension Plan;

(iii)    the failure by any Group Company or any of its ERISA Affiliates to make
         a required contribution to any Pension Plan that would result in the
         imposition of a lien under Section 412 of the Code or Section 302 of
         ERISA:

(iv)     the filing under Section 4041(c) of ERISA of a notice of intent to
         terminate any Pension Plan or the termination of any Pension Plan under
         Section 4041(c) of ERISA;


                                       26

<PAGE>

(v)      the withdrawal (whether partial or complete) of any Group Company or
         any of its ERISA Affiliates from a Multiemployer Plan or from a Pension
         Plan during a plan year in which the Group Company or any ERISA
         Affiliate was a "substantial employer" as defined in Section 4001(a)(2)
         of ERISA with respect to such Pension Plan, or the termination of a
         Multiemployer Plan or the reorganisation or insolvency of a
         Multiemployer Plan under Section 4241 or 4245 of ERISA;

(vi)     the adoption of an amendment to a Plan or a Pension Plan requiring the
         provision of security to such Plan or Pension Plan pursuant to Section
         30 of ERISA or Section 401(a)(29) of the Code.

EVENT OF DEFAULT means an event set out in Schedule 6 which BoS elects to treat
as such.

EXISTING FACILITIES means all Borrowings of the Borrower with Provident Bank
including (without prejudice to the foregoing generality) (i) the term loan of
up to US$1,000,000 and revolving credit facility of up to US$4,500,000 provided
by Provident Bank to Techdyne Inc. pursuant to an asset based loan and security
agreement dated 9th February 2000 and (ii) the Borrowings of Lytton Inc.
pursuant to an asset based loan and security agreement dated 14th April 1995 (as
amended).

FINAL REPAYMENT DATE means the date 7 years after the Drawdown Date.

FINANCIAL STATEMENTS means the audited annual profit and loss account and
balance sheet of the relevant company for each of its financial years
(consolidated for each financial year during which that company has a
subsidiary) together with related directors' and auditors' reports.

FULL GROUP SECURITY means guarantees in favour of BoS from each Group Company on
account of the obligations of each other Group Company and any other security
(fixed or floating) which BoS may require.

GAAP means generally accepted accounting principles in the U.S.

GROUP means the Borrower and any subsidiary of it which is not dormant (other
than Techdyne (Europe) Limited) and shall for the avoidance of doubt include
Techdyne Inc. and Lytton Inc., and GROUP COMPANY is construed accordingly.

Increased Cost means:-

1.       an additional or increased cost incurred by BoS as a result of it
         having entered into, or performing, maintaining or funding its
         obligations under this letter; or

2.       that portion of an additional or increased cost incurred by BoS in
         making, funding or maintaining all or any advances comprised in a class
         of advances formed by or including the Term Loan; or

3.       a reduction in any amount payable to BoS or in the effective return to
         BoS under the Term Loan or on its capital; or

4.       the foregone amount of any payment made or interest or other return on
         or calculated by reference to any amount received or receivable by BoS
         under the Term Loan;

in each case arising as a result of any change, introduction, interpretation or
administration of any law or regulation after the date of this letter or any



                                       27

<PAGE>

compliance after the date of this letter with any law or regulation relating to
reserve assets, special deposits, cash ratios, liquidity or capital adequacy
requirements or any other form of banking or monetary control or the
introduction of changeover to or operation of a single European currency but
excluding (1) payments in respect of tax under Clause 9.1 of the Term Loan and
Clause 10.1 of the Working Capital or (2) costs not generally applicable to U.K.
banks.

INTELLECTUAL PROPERTY RIGHTS means patents, patent applications, trade marks,
community trade marks, service marks, trade names, brand names, registered
designs, copyright and all other industrial and intellectual property rights.

INTEREST PAYMENT DATE means the last Business Day of each Interest Period unless
its duration is more than three months in which case it will be the last
Business Day of each consecutive three month period.

INTEREST PERIOD means the period selected under Clause 2.4 and to which a rate
of interest calculated by reference to that clause applies.

LIBOR means the rate (expressed as an annual percentage rate) at which deposits
in the relevant currency in an amount equal to the Term Loan are offered to BoS
in the London Inter Bank Market by prime banks, selected by BoS, at or about 11
am (London time) on the first Business Day of an Interest Period for the same
period and amount in the relevant currency.

MARGIN means one and a half per cent (1.5%).

MARGIN STOCK means "margin stock" or "margin security" within the meaning of
Regulation G, T, U and X of the Board of Governors of the Federal Reserve System
of the United States of America (or any entity succeeding to all or any of its
functions).

MATERIAL ADVERSE EFFECT means any effect which, in the reasonable opinion of
BoS, might:-

1.       affect the ability of any Group Company to comply with its obligations
         under a BoS Document;

2.       give rise to a breach of the financial covenants set out in Schedule 4;

3.       adversely affect the business, assets or financial condition of the
         Group as a whole; or

4.       (where the context so admits) result in any of the Security Documents
         not being legal, valid and binding on, and enforceable substantially in
         accordance with its terms against any party to that Security Document
         or not providing BoS with enforceable security over the assets to be
         covered by it.

MATERIAL LITIGATION means any litigation, arbitration or administrative
proceeding raised or threatened against, or defended by or judgement outstanding
in relation to any Group Company, which involves, or if an adverse finding were
made would involve, a total liability (whether actual or contingent) in excess
of US$150,000 and which is to be reported in detail by the Borrower to BoS.

MULTIEMPLOYER PLAN means a "multiemployer plan" as defined in Section 4001(a)(3)
of ERISA.

NOTICE OF DRAWDOWN means a written notice by the Borrower substantially in the
form set out in Schedule 9 hereto requesting drawdown of the Term Loan.


                                       28

<PAGE>

PBGC means the US Pension Benefit Guaranty Corporation or any entity succeeding
to all or any of its functions under ERISA.

PENSION PLAN means any employee pension benefit plan a defined in Section 3(3)
of ERISA which is subject to Title IV of ERISA and which is maintained,
sponsored or contributed to by a Group Company or an ERISA Affiliate or with
respect to which a Group Company or an ERISA Affiliate has any liability or
potential liability.

PLAN means an "employee benefit plan" as defined in Section 3(3) of ERISA which
is maintained, sponsored or contributed to by a Group Company or with respect to
which any Group Company has any liability or potential liability other than any
Multiemployer Plan.

PERMITTED BORROWINGS MEANS:-

1.       the Term Loan and amounts due in respect of it;

2.       Working Capital and amounts due in respect of it;

3.       Borrowings between Group Companies where each have granted Full Group
         Security; and

4.       commitments of members of the Group under finance (or capital) lease,
         hire purchase or conditional sale agreements or arrangements which do
         not at any time exceed US$250,000 in aggregate.

PERMITTED DISPOSALS MEANS:-

1.       the disposal of assets on an arm's length basis in the ordinary and
         usual course of trading including the use of cash for any such purpose;

2.       disposals between Group Companies where the transferee has granted Full
         Group Security;

3.       disposals made other than in the ordinary and usual course of trading
         but on an arm's length basis and only if the value of the assets
         disposed of (whether by a single or several transaction) when taken
         together with all similar disposals made by the Group in any fiscal
         year is not in total more than US$250,000;

4.       disposals where the proceeds are applied towards the acquisition of a
         replacement within ten days of the disposal.

PERMITTED DISTRIBUTION means any Distribution which either:-

1.       the Borrower is obliged to declare or pay by the Articles of
         Association; or

2.       is to a Group Company which has granted Full Group Security;

in each case at any time when no Event of Default or Potential Event of Default
is continuing and the declaration, payment or making of which will not cause,
directly or indirectly, an Event of Default or Potential Event of Default to
occur.

PERMITTED SECURITY RIGHTS means (1) liens and rights of set-off securing
obligations which are not overdue beyond their standard payment dates, arising
by operation of law in the ordinary and usual course of trading; (2) Security
Rights arising out of title retention provisions in a supplier's standard
conditions of supply of goods acquired in the ordinary and usual course of
trading; (3) Security Rights granted in terms of the BoS Documents or with the


                                       29

<PAGE>

prior written approval of BoS; and (4) any other Security Rights permitted
pursuant to the Security Documents.

PBGC means the US Pension Benefit Guaranty Corporation or any entity succeeding
to all or any of its functions under ERISA.

PLAN means an "employee benefit plan" as defined in Section 3(3) of ERISA
established, sponsored or maintained for, or under which contributions are made
on behalf of, employees of any Group Company or any ERISA Affiliate, other than
any Multiemployer Plan.

POTENTIAL EVENT OF DEFAULT means any event, act or condition which, with the
giving of notice and/or lapse of time, and/or any other event, act or condition
which, in the reasonable opinion of BoS, will or is likely to constitute an
Event of Default.

RELEVANT JURISDICTION means, in respect of any Group Company, the country in
which such company is incorporated and, if different, where it is resident or
domiciled for Taxation purposes, or has its principal place of business or its
place of management and control.

QUALIFYING BANK means a bank for the purposes of Section 349 of the Income and
Corporation Taxes Act 1988 which is within the charge to UK corporation tax as
regards any interest payable to it under or in connection with this letter
and/or any other BoS Document at the time when such interest is paid.

SALE means any transaction pursuant to which a person (or persons acting in
concert) obtain control of the Borrower (other than those persons having control
of the Borrower immediately after the Drawdown Date) or in terms of which all or
substantially all of the assets of the Borrower or of the Group are sold to any
person (other than a member of the Group).

SECURITY DOCUMENTS means the documents listed under the heading of Security in
Schedule 1 and any other security granted to BoS.

SECURITY RIGHT means any mortgage, charge, security, pledge, lien, right of
set-off, right to retention of title or other encumbrance, whether fixed or
floating, over any present or future property, assets or undertaking.

STATUTORY CONTROL means each of the following which affects any Group Company or
any of its assets from time to time:-

1.       any legislation (including delegated legislation);

2.       any consent made or given under any legislation; and

3.       any notice, order or correspondence related to paragraphs 1. or 2.
         above and having the force of law.

TAXATION includes all present and future taxes, levies, imposts, deductions,
charges, compulsory loans and withholdings whatsoever together with any interest
thereon and penalties in respect thereof.

TERM LOAN means the term loan given under this letter and the amount of it
outstanding at any time and the terms attaching to it as these may be varied by
further agreement between the Borrower and BoS.


                                       30


<PAGE>

US BANKRUPTCY CODE means Title 11 of the US Code, 11 U.S.C. Section 101 et
seq., as amended from time to time.

WORKING CAPITAL means a loan for working capital purposes at any time given to a
Group Company by BoS and the amount of it outstanding at any time and the
agreement evidencing it.

INTERPRETATION

Any reference in this letter to:-

(1)      an Act of Parliament is to the Act as amended, substituted, modified or
         re-enacted from time to time;

(2)      control of any company shall be interpreted in accordance with Section
         840 of the Income and Corporation Taxes Act 1988;

(3)      including shall not be construed as limiting the generality of the
         words preceding it;

(4)      a Schedule shall be construed as a reference to the schedules to this
         letter.

Any term or phrase defined in the Companies Act 1985 (as amended from time to
time) shall bear the same meaning in this letter.

Any reference in this letter to words importing the singular shall include the
plural and vice versa and words denoting any gender shall include all genders.

References to this letter and to any provisions of it or to any other document
referred to in this letter shall be construed as references to it in force for
the time being and as amended, varied, supplemented, restated, substituted or
novated from time to time.

References to statutes, statutory provisions and other legislation shall include
all amendments, modifications and re-enactments for the time being in force.

Words importing the singular are to include the plural and vice versa.

References to a person are to be construed to include references to a
corporation, firm, company, partnership, joint venture, unincorporated body of
persons, individual or any state or any agency of a state, whether or not a
separate legal entity.

References to any person are to be construed to include that person's assignees
or transferees or successors in title, whether direct or indirect.

Clause headings are for ease of reference only and are not to affect the
interpretation of this letter.



                                       31
<PAGE>


THIS IS THE SCHEDULE 9 REFERRED TO IN THE PRECEDING FACILITY LETTER BETWEEN BOS
AND TECHDYNE, INC. DATED 2ND OCTOBER 2001


                                   SCHEDULE 9



                     BoS Style Notice of Term Loan Drawdown


[Techdyne, Inc. Headed Paper]


To:      Bank of Scotland
         Corporate Banking
         4th Floor
         New Uberior House
         11 Earl Grey Street
         Edinburgh EH3 9BN



                                                         Date:


As required under Clause 1 of the facility letter dated 2nd October (the
"Letter") between the Bank, ourselves as borrower in respect of inter alia a
term loan facility of $7,000,000 (the "Facility"), we now give you notice of our
intention to drawdown under the Term Loan as follows:

1.       Date of Drawdown: .

2.       Amount:(pound).

3.       The duration of the first Interest Period : months.

4.       Payment instructions:

         We confirm that:-

          4.1     the matters represented by us and set out in Schedule 2 of the
                  Letter are true and accurate on the date of this notice as if
                  made on that date;

          4.2     no Event of Default has occurred and is continuing or would
                  result from the proposed drawdown; and

          4.3     the amount specified in 2. above should be credited to
                  [details required]

Words and expressions in this notice shall bear the same meaning as in the
Letter.




 ...................
Director



                                       32