STOCK PURCHASE AGREEMENT


         This Stock Purchase  Agreement (the "Agreement") is made as of April 7,
1997 by and between  Hector  Regner,  Vanna  Regner and the Regner  Family Trust
dated   September   10,  1984  (the   "Trust")   as  the  selling   shareholders
(collectively,  the "Shareholders") of Neutronic  Stampings,  Inc., a California
corporation (the  "Corporation"),  and Elexsys  International,  Inc., a Delaware
corporation  (the "Buyer").  The Corporation is a party to this Agreement solely
for purposes of being bound by the provisions of Section 1.3.

                                    Recitals

         A. The Trust  owns  fourteen  thousand  (14,000)  shares of the  common
capital stock (the "Stock") of the  Corporation.  The Trust is a revocable trust
and the Shareholders are the beneficiaries of the Trust.

         B. The  Corporation  is engaged in the  business of metal  stamping and
related  activities  and is  located  at 10535 and 10550  Lawson  River  Avenue,
Fountain Valley, CA 92708, although no business activities have commenced at the
10550 Lawson River Avenue site as of the date of this Agreement.

         C. The Shareholders desire to sell fourteen thousand (14,000) shares of
the Stock to the Buyer,  and the Buyer  desires to  purchase a total of fourteen
thousand  (14,000)  shares of the Stock from the  Shareholders  (the  "Purchased
Stock") pursuant to the terms, covenants, and conditions contained herein.

         Now, Therefore, in consideration of the mutual covenants and agreements
set forth herein, the parties agree as follows:

Article 1.    Sale and Transfer of Purchased Stock.

         1.1  Purchase  and Sale.  Subject to the terms and  conditions  of this
Agreement, the closing (the "Closing") of the sale and purchase of the Purchased
Stock  will take  place as set  forth in  Article  7 of this  Agreement.  On the
closing  date  specified  in  Article  7  herein  (the  "Closing   Date"),   the
Shareholders  shall sell,  transfer,  convey, and deliver the Purchased Stock to
the  Buyer,   and  the  Buyer  shall  purchase  the  Purchased  Stock  from  the
Shareholders  for  consideration  equal  to the sum of (i)  Four  Million  Three
Hundred Thousand  Dollars  ($4,300,000) and (ii) the Incremental Note Amount (as
defined in Section 1.2(b))  (collectively,  the "Purchase Price").  The Purchase
Price  shall be  payable  in cash and  promissory  notes  as  specified  in this
Agreement.

         1.2      Payment.  The Purchase Price shall be payable as follows:

                  (a) Two (2)  cashier's  checks,  each  in the  amount  of Nine
                      Hundred Sixty 


                                       1.

<PAGE>

                      Thousand Dollars ($960,000).

                  (b) Two (2)  promissory  notes in the form attached  hereto as
Exhibit 1.2(b) (the "Notes"),  each in the principal  amount equal to the sum of
(i) Six Hundred Fifty Thousand  Dollars  ($650,000),  and (ii) the result of the
multiplication  of Two Thousand Five Hundred  Dollars  ($2,500) by the number of
Payment  Days.  As used in this  Agreement,  "Payment  Day"  shall mean each day
commencing  with, and  including,  April 8, 1997 and every day thereafter up to,
but not  including,  the date the Buyer  specifies that it is prepared to close.
The aggregate  amount  resulting  from the  application  of clause (ii) above in
respect of both Notes shall be referred to in this Agreement as the "Incremental
Note Amount." The Notes shall also provide the following terms:

                       (i) The  Notes  shall  be of a  one-year  term  and  bear
interest at the rate of eight percent (8%) per annum.

                       (ii) Payments of principal and interest  shall be made in
arrears one (1) year after the Closing Date.

                       (iii) The Buyer  shall have the right to make  payment on
the  principal  balance,  in whole or in part, at any time and from time to time
without penalty.

                       (iv) Each Note shall be secured by seven thousand (7,000)
shares of Purchased Stock. The Buyer shall enter into a security  agreement with
each of Hector  Regner and Vanna Regner in the form  attached  hereto as Exhibit
1.2(b)(iv) and hereby incorporated by reference.

                  (c) Two (2)  promissory  notes in the form attached  hereto as
Exhibit  1.2(c) (the  "Short-Term  Notes"),  each in the  principal  sum of Five
Hundred Thousand Dollars  ($500,000) dated as of the Closing,  and providing for
terms as follows:

                       (i) The Short-Term  Notes shall bear interest at the rate
of eight percent (8%) per annum.

                       (ii)  The  entire  principal   balance  and  all  accrued
interest shall be due and payable thirty (30) days after the Closing Date.

                       (iii) The Buyer  shall have the right to make  payment on
the  principal  balance,  in whole or in part, at any time and from time to time
without penalty.

                       (iv)  Each  Short-Term  Note  shall  be  secured  by  the
collateral and the security agreement referenced in Subsection 1.2(b)(iv) above.

                  (d) Two (2) checks drawn on the account of the Buyer,  each in
the amount of Forty Thousand Dollars ($40,000).


                                       2.
<PAGE>

         1.3  Sale of  Automobiles.  In  order to  facilitate  the  transactions
contemplated herein, the Corporation agrees to transfer title to Vanna Regner to
a 1997 Mercedes  automobile  described as a Model E320, VIN:  WDBJF55F5VJ025148,
with a California vehicle license of 3SES615.  The Corporation further agrees to
transfer  title to Hector  Regner to a 1997 Mercedes  automobile  described as a
Model E420, VIN:  WDBJF72F9VA104869 with a California vehicle license of 3RSP605
(the two cars together are hereinafter  referred to as the "Automobiles").  Each
such Shareholder shall pay for his or her Automobile by endorsing the check made
payable to the Shareholder  under Section 1.2(d) above to the Corporation at the
Closing.  Neither the Buyer nor the  Corporation  makes any  representations  or
warranties to the  Shareholders of any kind,  express or implied,  in fact or by
law,  with  respect  to  the  Automobiles,   including  without  limitation  any
representation or warranty as to the merchantability, fitness for any particular
purpose,  condition,  value,  or  use  of  the  Automobiles.   The  Shareholders
acknowledge  that  they are  acquiring  the  Automobiles  "AS IS,"  without  any
representation or warranty in respect thereof whatsoever.

         1.4 Share Certificates.  At the Closing, the Shareholders shall deliver
to the Buyer the share  certificates  representing  ownership  of the  Purchased
Stock,  duly  endorsed  for  transfer,  free and clear of all  Encumbrances  (as
defined below in Section 2.5), dated as of the Closing Date.

         1.5      Income Tax Matters.

                  (a) Effective upon and after the Closing:

                       (i) At the request of the Buyer, the  Shareholders  agree
to make an election  under Section  338(h)(10)  of the Internal  Revenue Code of
1986 (a "338(h)(10)  Election") to treat the sale of the Purchased  Stock by the
Shareholders to the Buyer as a sale of assets by the Corporation to the Buyer.

                       (ii) At the request of the Buyer, the Shareholders  shall
complete and execute Internal Revenue Service Form 8023-A  "Corporate  Qualified
Stock  Purchases,"  designating in Section E of such form that an election under
Section  338(h)(10) of the Internal Revenue Code is being made, and complete and
execute  such  additional  forms  and  documents  and take such  actions  as are
necessary to make an Income Tax (as defined in Section  2.18(a))  election under
the laws of the State of  California  and any other  applicable  states which is
comparable to the 338(h)(10) Election hereunder.

                       (iii) The  Shareholders  shall  cooperate with and assist
the  Corporation  and the Buyer in preparing,  filing and defending  (before the
Internal Revenue Service,  any State Tax authority and any court) the 338(h)(10)
Election and any Income Tax return filed by or in respect of the  Corporation or
either Partnership.

                       (iv)  The  Buyer   covenants  that  any  such  338(h)(10)
Election shall not adversely affect the liability of the Shareholders for Income
or any other  Taxes,  when  


                                       3.
<PAGE>


compared to their liability in the absence of a 338(h)(10)  Election.  The Buyer
covenants that the Corporation  shall  compensate and reimburse the Shareholders
for any  Income or other  Taxes,  liabilities,  interest,  penalties,  fines and
reasonable  costs or expenses they shall incur in cooperating with and assisting
the Corporation  and the Buyer in preparing,  filing or defending the 338(h)(10)
Election  or any  Income  or other  Tax  return  filed by or in  respect  of the
Corporation or either Partnership relating to the 338(h)(10) Election. The Buyer
agrees that the  covenants  set forth in this clause (iv) of Section  1.5(a) are
subject to Section 11.2.

                  (b) If the  Closing  occurs,  the Buyer  shall  determine  the
identity  of the  person  who  prepares  the  final  Subchapter  S return of the
Corporation.

                  (c) The  Shareholders  shall have the right to  participate in
any audit of the federal or  California  Income Tax  returns of the  Corporation
filed under  Subchapter  S of the  Internal  Revenue  Code at their own expense.
Neither  the  Buyer  nor the  Corporation  will pay any  Income  Tax,  interest,
penalties  or fines or reach  any other  settlement  with the  Internal  Revenue
Service or the  California  Franchise  Tax Board  relating to such  returns that
might increase the liability of the  Corporation or Shareholders to the Internal
Revenue  Service or the  California  Franchise  Tax Board  without  the  written
consent of the Shareholders,  which consent shall not be unreasonably  withheld.
If one or both  Shareholders  do not respond in a  reasonable  period of time to
notice of such audit,  payment or  settlement,  such consent  shall be deemed to
have been given.

                  (d) As a post-Closing  distribution to the  Shareholders,  the
Corporation  shall  pay to  each  Shareholder  the  amount  resulting  from  the
following formula:

                                P = I x 0.105212 x 0.5
                                    ------------------
                                        0.65304


Where "P"  equals  the  amount of the  payment  to each  Shareholder  under this
Section  1.5(d) and "I"  equals (i) the amount of the income of the  Corporation
subject to Income Taxes to be paid by the Shareholders under Subchapter S of the
Internal Revenue Code for the period  commencing March 1, 1997 and ending on the
Closing Date less (ii) the result of the multiplication of the number of Payment
Days by $5,000.

Article 2.  Representations and Warranties by the Shareholders.

         The Shareholders represent and warrant to the Buyer as follows:

         2.1      Due Organization; No Subsidiaries, Etc.

                  (a) The Corporation is a corporation  duly organized,  validly
existing and in good  standing  under the laws of the State of  California.  The
Corporation is not required to be qualified to do business under the laws of any
jurisdiction other than the State of California.

                  (b) The Corporation has no subsidiaries.


                                       4.

<PAGE>



                  (c) The  Corporation  has the power and  authority  to own and
operate its properties and to carry on its business as now being conducted,  and
to perform its obligations  described herein,  except for certain permits and/or
requirements to conduct business at the 10550 Lawson River Avenue site.

                  (d) The  directors  and  officers  of the  Corporation  are as
follows:  Hector Regner,  President and Chief Financial  Officer (or Treasurer);
Vanna Regner, Vice President and Secretary.

                  (e)  The  Partnerships  are  general  partnerships  under  the
Uniform Partnership Act of the Corporations Code of the State of California.

         2.2 Articles of  Incorporation  and Bylaws;  Records.  The Shareholders
have  delivered  to  the  Buyer  accurate  and  complete   copies  of:  (i)  the
Corporation's  articles of  incorporation  and bylaws,  including all amendments
thereto; (ii) the stock records of the Corporation;  (iii) the minutes and other
records of the meetings and other  proceedings  (including  any actions taken by
written consent or otherwise  without a meeting) of the  shareholders,  board of
directors and all committees of the board of directors of the  Corporation;  and
(iv)  the  Partnership   agreement  and  other   foundation   documents  of  the
Partnerships.  The  Corporation has not taken any action that is inconsistent in
any  material  respect  with  any  resolution   adopted  by  the   Corporation's
shareholders, board of directors or any committee of the board of directors. The
books,  accounts,   stock  records,  minute  books  and  other  records  of  the
Corporation and the  Partnerships  are accurate,  up-to-date and complete in all
material respects,  and have been maintained in accordance with prudent business
practices.

         2.3      Capitalization.

                  (a) The authorized  capital stock of the Corporation  consists
of one million  (1,000,000)  shares of common stock with no par value,  of which
fourteen thousand (14,000) shares are issued and outstanding.  All of the shares
of Stock have been duly  authorized and validly  issued,  and are fully paid and
non-assessable.  There  are  no  outstanding  rights,  subscriptions,   options,
warrants,  calls,  commitments or agreements to which the Corporation is a party
or by which it is bound relating to its authorized or issued capital stock.

                  (b) The Corporation  owns, free and clear of any Encumbrances:
Fifty Percent (50%) of the outstanding partnership interests of H&V Services and
Fifty  Percent  (50%) of the  outstanding  partnership  interests  of  Neutronic
Plating  Services (as used herein,  H&V Services and Neutronic  Plating Services
are collectively referred to as the "Partnerships").

         2.4      Financial Statements.

                  (a) The Shareholders have delivered to the Buyer (i) financial
statements   (consisting  of  balance  sheets  and  income  statements)  of  the
Corporation  and the  Partnerships  for 


                                        5.

<PAGE>
the three years ended December 31, 1996 (collectively, the "Historical Financial
Statements"),  (ii) the  unaudited  balance  sheets of the  Corporation  and the
Partnerships at March 29, 1997 (the  "Unaudited Base Balance  Sheets") and (iii)
statements of operations of the  Corporation  and the  Partnerships  for the two
months  ended March 29, 1997  (collectively,  with the  Unaudited  Base  Balance
Sheets,  the  "Unaudited  Financial  Statements").   (The  Historical  Financial
Statements and the Unaudited Financial Statements shall collectively referred to
as  the  "Financial  Statements".)  Where  available,  the  Shareholders  shall,
pursuant to this Section 2.4, deliver audited Historical Financial Statements to
the Buyer.

                  (b) The Financial Statements are accurate and complete, are in
accordance with the books and records of the  Corporation and the  Partnerships,
and  present  fairly  the  financial   position  of  the   Corporation  and  the
Partnerships  as of the  respective  dates thereof and the results of operations
for the periods therein specified.  The Financial  Statements have been prepared
in  accordance  with  generally  accepted  accounting  principles  applied  on a
consistent  basis  throughout  the periods  covered,  except that the  Financial
Statements do not include the footnotes or the statement of cash flows generally
accepted accounting  principles would require. The Unaudited Base Balance Sheets
disclose all of the debts,  liabilities  and  obligations of any nature (whether
absolute,  accrued, contingent or otherwise and whether due or to become due) of
the Corporation  and the  Partnerships at March 29, 1997 which must be disclosed
on balance sheets in accordance with generally accepted  accounting  principles,
except that the  Unaudited  Base  Balance  Sheets do not  include the  footnotes
generally accepted  accounting  principles would require.  All of the records of
the Corporation and the Partnerships are in the actual possession and control of
the  Corporation  and the  Partnerships.  Adequate  and  appropriate  systems of
internal control are in place at the Corporation and the Partnerships  which are
at least as  comprehensive  and  effective  as the systems of  internal  control
customarily  maintained by similarly  situated  companies and partnerships.  All
accounts  receivable  reflected  in the  Financial  Statements  represent  valid
obligations of customers arising from bona fide transactions entered into in the
ordinary course of business.

                  (c) Neither the  Corporation  nor either  Partnership has made
any change in accounting practice,  policy or procedure since December 31, 1995.
Since December 31, 1995 neither the Corporation nor either Partnership has taken
any actions outside the ordinary  course of business or  inconsistent  with past
practices,  including  without  limitation  (i)  accelerating  or  delaying  the
recognition of revenue,  (ii)  accelerating,  delaying or otherwise changing any
depreciation or amortization or (iii) otherwise taking any action that alone, or
in  conjunction  with  other  actions,  would  have,  or has had,  the effect of
altering the balance  sheets,  statements of operation or other books or records
of the  Corporation  or either  Partnership  as of, and for the  periods  ended,
December 31, 1996 and March 29, 1997 from what would have been set forth therein
in the ordinary course of business conducted consistent with past practices.


                                       6.

<PAGE>


         2.5      Absence of Changes.  Since March 29, 1997:

                  (a) There have not been any  material  adverse  changes in the
Corporation's or either Partnership's business,  condition, assets, liabilities,
intellectual  property rights,  operations,  financial performance or prospects,
and, to the Knowledge of the  Shareholders,  no event has occurred that will, or
could  reasonably  be  expected  to,  have  a  material  adverse  effect  on the
Corporation or either Partnership (As used in this Agreement,  the "Knowledge of
the  Shareholders"  shall include knowledge of a particular fact or other matter
if any Shareholder is aware of such fact or other matter.);

                  (b)  There  has  not  been  any  material   loss,   damage  or
destruction to, or any material interruption in the use of, any of the assets of
the Corporation or either Partnership (whether or not covered by insurance);

                  (c) The  Corporation has not declared,  accrued,  set aside or
paid any  dividend  or made any other  distribution  in respect of any shares of
capital stock,  and has not  repurchased,  redeemed or otherwise  reacquired any
shares of capital stock or other  securities,  and neither  Partnership has made
any distribution in respect of the partnership interests;

                  (d) There has been no amendment to the Corporation's  articles
of incorporation or bylaws, and the Corporation has not effected or been a party
to any acquisition  transaction,  recapitalization,  reclassification of shares,
stock split, reverse stock split or similar transaction;

                  (e)  Except  as set  forth  in  Exhibit  2.5(e),  neither  the
Corporation nor either Partnership has made any capital expenditure;

                  (f)  Except  as set  forth  in  Exhibit  2.5(f),  neither  the
Corporation nor either  Partnership has (i) entered into or permitted any of the
assets owned or used by it to become bound by any Material  Contract (as defined
in  Section  2.8) or (ii)  amended  or  prematurely  terminated,  or waived  any
material right or remedy under, any such Material Contract;

                  (g) Neither the  Corporation  nor either  Partnership has made
any pledge of any of their respective assets or otherwise permitted any of their
respective  assets to become subject to any  Encumbrance,  except for pledges of
immaterial  assets made in the ordinary  course of business and consistent  with
their respective past practices;

                  (h) Neither the  Corporation  nor either  Partnership  has (i)
established  or adopted any employee  benefit plan,  (ii) except as set forth in
Exhibit 2.5(h), paid any bonus or made any profit-sharing or similar payment to,
or increased the amount of the wages,  salary,  commissions,  fringe benefits or
other compensation or remuneration  payable to, any of its directors,  partners,
officers or employees, or (iii) hired any new employee;

                  (i) Neither the Corporation nor either Partnership has changed
any of its 


                                       7.

<PAGE>


methods of accounting or accounting practices in any respect;

                  (j)  Except  as set  forth  in  Exhibit  2.5(f),  neither  the
Corporation nor either Partnership has entered into any material  transaction or
taken any other  material  action  outside  the  ordinary  course of business or
inconsistent with its past practices;

                  (k) Except as set forth in Exhibit 2.5(k), other than pursuant
to the Leases (as defined in Section 2.7) and health insurance  premiums paid on
their behalf,  the  Shareholders  have not received any  compensation  or fringe
benefit from, or entered into any  transaction  with, the  Corporation or either
Partnership;  nor  has  the  Corporation  paid  any  expenses  relating  to  the
Automobiles; and

                  (l)  Except  as set  forth  in  Exhibit  2.5(l),  neither  the
Corporation  nor either  Partnership  has agreed or committed to take any of the
actions referred to in clauses "(c)" through "(k)" above.

For  purposes of this  Agreement,  the term  "Encumbrance"  shall mean any lien,
pledge, hypothecation,  charge, mortgage, security interest, encumbrance, claim,
infringement,  interference,  option, right of first refusal,  preemptive right,
community property interest or restriction of any nature.

         2.6      Title.

                  (a) Each of the Corporation and the Partnerships owns, and has
good,  valid and  marketable  title to, all assets  purported to be owned by it,
including all assets reflected on its Unaudited Base Balance Sheet and all other
assets  reflected  in its books and  records  as being  owned by it. All of said
assets are owned by the Corporation and the  Partnerships  free and clear of any
Encumbrances,  except for minor liens that have arisen in the ordinary course of
business and that do not (in any case or in the  aggregate)  materially  detract
from the value of the  Corporation or either  Partnership  or materially  impair
their respective operations.

                  (b) Exhibit 2.6(b)  identifies all assets that are material to
the businesses of the Corporation or the Partnerships and that are being leased,
licensed or loaned to the  Corporation  or either  Partnership  by persons other
than the Shareholders.

                  (c) Exhibit 2.6(c)  identifies all assets that are material to
the businesses of the Corporation or the  Partnerships and that are owned by one
or more Shareholders.

                  (d) The  Shareholders  collectively  own,  beneficially and of
record,  and have good,  valid and  marketable  title to the shares of Purchased
Stock. All of the shares of Purchased Stock are owned by the  Shareholders  free
and clear of any Encumbrances. The Shareholders have full and unrestricted right
and power to sell and deliver the Purchased  Stock pursuant to the provisions of
this Agreement without the consent or approval of any other person.


                                       8.
<PAGE>


                  (e) The Purchased Stock constitutes one hundred percent (100%)
of the outstanding capital stock of the Corporation.

                  (f) Except for U.S. Patent No. 4,606,589 dated August 19, 1986
and as  set  forth  in  Exhibit  2.6(f),  neither  the  Corporation  nor  either
Partnership owns or uses any patents,  trademarks, mask work rights, copyrights,
trade secrets or other  intellectual  property rights,  except for duly licensed
software readily available to the public.

         2.7      Equipment; Leasehold; Inventory.

                  (a) The equipment and other tangible assets owned by or leased
to the Corporation or either Partnership  constitute all of the assets necessary
for the  conduct  of their  respective  businesses  in the  manner in which such
businesses are currently being conducted. Exhibit 2.7(a)(1) provides an accurate
and  complete  list of all items of  equipment,  materials,  prototypes,  tools,
vehicles,  furniture  and  other  tangible  assets  owned  by or  leased  to the
Corporation or either  Partnership  with an original value in excess of $10,000,
and  identifies  which  such  assets  are owned and which are  leased.  The dies
identified on Exhibit 2.7(a)(2) are owned by the Corporation,  free and clear of
any Encumbrances and are located at the Corporation's facilities at 10535 Lawson
River Avenue,  Fountain Valley,  California.  All assets used in the business of
operations of the Corporation or the  Partnerships  are owned by the Corporation
or the  Partnerships,  except for the Automobiles,  the real property subject to
the Leases and the items listed in Exhibit 2.6(b) and 2.6(c). No Shareholder has
removed any asset used in the business or operations of the  Corporation  or the
Partnerships from the facilities of the Corporation and the Partnerships located
at 10535 and 10550  Lawson  River  Avenue,  Fountain  Valley,  California  since
September 30, 1996, except for cash  distributions to the Shareholders  prior to
March 29, 1997  aggregating  (i)  $1,550,000  in dividends  and (ii) $150,000 in
salary.

                  (b) Neither the  Corporation nor either  Partnership  owns any
real  property  or any  interest  in real  property,  except for the  leaseholds
created  under the real  property  leases  dated  January 20, 1997  between V.R.
Enterprises and Neutronic  Stampings,  Inc. and dated September 18, 1995 between
Hector Regner, Vanna Regner and Neutronic Stampings, Inc. (the "Leases").

         2.8      Contracts. Except as set forth in Exhibit 2.8:

                  (a) The Shareholders  have delivered to the Buyer accurate and
complete   copies  of  each  contract   (including   all   amendments   thereto)
(collectively,  the "Material  Contracts")  to which the  Corporation  or either
Partnership  is a party or by which the  Corporation  or either  Partnership  is
otherwise  bound and which is  material to any of their  respective  businesses,
properties,  assets or operations.  For purposes of this Agreement, the Material
Contracts shall include without  limitation:  (i) all contracts having a term of
more  than 60 days  and  that  may not be  terminated  by the  Corporation  or a
Partnership (without penalty) within 60 days after the delivery of a termination
notice by the Corporation or a Partnership; and (ii) and any other contract that
contemplates or involves the payment or delivery of cash or other 


                                       9.

<PAGE>


consideration, or the performance of services, in an amount or having a value in
excess of $10,000. Each Material Contract is valid and in full force and effect,
and, to the Knowledge of the Shareholders,  is enforceable by the Corporation or
a Partnership in accordance with its terms.

                  (b)  Neither  the  Corporation  nor  either   Partnership  has
violated or breached,  or committed any default  under,  any Material  Contract,
and, to the  Knowledge  of the  Shareholders,  no other  person has  violated or
breached,  or  committed  any  default  under,  any  Material  Contract,   which
violation,  breach or default has not been waived or satisfied as of the date of
this Agreement.

                  (c) To  the  Knowledge  of  the  Shareholders,  no  event  has
occurred,  and no circumstance or condition exists, that (with or without notice
or lapse of time) will,  or could  reasonably  be  expected  to, (i) result in a
violation or breach of any of the provisions of any Material Contract, (ii) give
any  person  the right to declare a default  or  exercise  any remedy  under any
Material Contract, (iii) give any person the right to accelerate the maturity or
performance  of any  Material  Contract,  or (iv) give any  person  the right to
cancel, terminate or modify any Material Contract.

         2.9      Employees; Pension Plans.

                  (a) Neither the Corporation nor either Partnership has entered
into a contract  with a labor union and, to the  Knowledge of the  Shareholders,
there  is  no  union  activity  at  or  involving  the   Corporation  or  either
Partnership.  Neither the Corporation  nor either  Partnership is a party to any
contract of employment or consulting with any person.

                  (b) Neither the Corporation nor either  Partnership  maintains
or makes any  contribution  to any  pension,  profit  sharing or other  employee
retirement  benefit plan. Neither the Corporation nor either Partnership has any
material liability with respect to any such plan (including, without limitation,
any unfunded  liability or any accumulated  funding  deficiency) or any material
liability to the Pension Benefit  Guaranty  Corporation or under Title IV of the
Employee  Retirement Income Security Act of 1974, as amended,  with respect to a
multi-employer  pension  benefit  plan;  nor  would  the  Corporation  or either
Partnership  have any such liability if any such plan were  terminated or if the
Corporation  or  a  Partnership   withdrew,  in  whole  or  in  part,  from  any
multi-employer plan.

         2.10  Liabilities.  Neither the Corporation nor either  Partnership has
any accrued,  contingent or other  liabilities of any nature,  either matured or
unmatured  (whether or not required to be reflected in financial  statements  in
accordance with generally accepted accounting principles,  and whether due or to
become due), except for: (a) liabilities identified as such in the "liabilities"
column of the Unaudited Base Balance Sheets; and (b) accounts payable or accrued
salaries (including accrued vacation) that have been incurred by the Corporation
or a  Partnership  since March 29, 1997 in the  ordinary  course of business and
consistent with the past practices of the Corporation and the Partnerships.


                                       10.
<PAGE>


         2.11 Compliance with Legal Requirements. Except as set forth in Exhibit
2.11, the Corporation and the  Partnerships  are, and have at all times been, in
compliance in all material respects with all applicable laws,  rulings, or other
legal requirements. Except as set forth in Exhibit 2.11, neither the Corporation
nor either  Partnership has received any notice or other  communication from any
governmental  body regarding any actual or possible  violation of, or failure to
comply with, any such law, ruling or other legal requirement.

         2.12     Environmental Matters. Except as set forth in Exhibit 2.12:

                  (a) To the Knowledge of the Shareholders,  the Corporation and
the Partnerships  are, and at all times have been, in compliance in all material
respects with all applicable  Environmental  Laws, which compliance includes (i)
the possession by the Corporation and the  Partnerships of all permits and other
governmental  authorizations  required under applicable  Environmental Laws, and
(ii) compliance with the terms and conditions thereof.

                  (b)  To  the  Knowledge  of  the  Shareholders,   neither  the
Corporation   nor  either   Partnership   has   received  any  notice  or  other
communication  (in writing or  otherwise),  whether  from a  governmental  body,
citizens  group,  employee or otherwise,  that alleges that the Corporation or a
Partnership  is not in compliance  with any  Environmental  Law or are or may be
required to undertake or bear any Environmental Liabilities. To the Knowledge of
the Shareholders,  there are no circumstances that may prevent or interfere with
the compliance by the Corporation or a Partnership with any Environmental Law or
that may require the  Corporation  or a  Partnership  to  undertake  or bear any
Environmental  Liabilities  in  the  future  (other  than  routine,   immaterial
Environmental Liabilities incurred in the ordinary course of business consistent
with past practices in order to comply with  Environmental  Law) with respect to
any of the  Property or  otherwise.  To the  Knowledge of the  Shareholders,  no
current or prior owner of any of the  Property  has received any notice or other
communication  (in  writing  or  otherwise),  whether  from a  government  body,
citizens group,  employee or otherwise,  that alleges that such current or prior
owner or the  Corporation or a Partnership  has not been or is not in compliance
with any  Environmental  Law or is or may be required to  undertake  or bear any
Environmental Liabilities.

                  (c) To the Knowledge of the Shareholders,  all of the Property
and all surface water,  groundwater and soil associated with such Property is in
clean  and  healthful  condition  and  is  free  of any  material  environmental
contamination  of any nature,  including free of the presence of any Material of
Environmental  Concern  in any  concentration  that  may  require  any  costs of
investigation, response, removal or remedial action.

                  (d) The  Shareholders  have  delivered  to the Buyer  true and
complete  copies and  results  of any  reports,  studies,  analyses,  tests,  or
monitoring possessed or initiated by the Corporation,  either Partnership or the
Shareholders  pertaining to Materials of Environmental  Concern in, on, or under
any Property, or concerning compliance by the Corporation or either Partnership,
or any other person for whose conduct any of them is or may be held responsible,
with Environmental Laws.


                                       11.
<PAGE>


                  (e) For purposes of this Agreement:  (i)  "Environmental  Law"
means any law, rule, regulation or other legal requirement relating to pollution
or  protection  of  human  health  or  the  environment,  including  any  law or
regulation relating to emissions, discharges, releases or threatened releases of
Materials of Environmental  Concern,  or otherwise  relating to the manufacture,
processing,  distribution,  use,  treatment,  storage,  disposal,  transport  or
handling of Materials of Environmental Concern; (ii) "Materials of Environmental
Concern" include chemicals, pollutants,  contaminants, wastes, toxic substances,
asbestos,  petroleum and petroleum  products and any other substance that is now
or hereafter regulated by any Environmental Law or that is otherwise a danger to
health,  reproduction  or the  environment;  (iii)  "Environmental  Liabilities"
include  any  cost,  damages,  expense,  liability,  obligation,  loss or  other
responsibility  arising from or under  Environmental  Law,  including  financial
responsibility under Environmental Law for investigation,  removal, containment,
remediation,  response or other  cleanup costs or  corrective  action;  and (iv)
"Property"  shall  include any  property,  parcel or facility now or  heretofore
owned,  leased,  used  or  controlled  by the  Corporation  or  geologically  or
hydrologically adjoining such property, parcel or facility.

         2.13 Related  Party  Transactions.  Other than the Leases,  no officer,
director,  shareholder or employee of the  Corporation or either  Partnership or
any  affiliate or associate of any such person or entity has or has had,  either
directly  or  indirectly,  (a) an  interest  in any  person or entity  which (i)
furnishes  or sells  services or  products  which are  furnished  or sold or are
proposed to be furnished or sold by the  Corporation or either  Partnership,  or
(ii)  purchases  from  or  sells  or  furnishes  to the  Corporation  or  either
Partnership, any goods or services, or (b) a beneficial interest in any contract
or agreement to which the  Corporation  or either  Partnership  is a party or by
which any of their  respective  properties  or assets may be bound.  There is no
outstanding  indebtedness  for borrowed money (i) owed by the Corporation to any
Shareholder  or  either  Partnership,  (ii)  owed by any  Shareholder  or either
Partnership  to the  Corporation,  (iii)  owed  by  any  Shareholder  to  either
Partnership, or (iv) owed by either Partnership to any Shareholder.

         2.14 Legal Proceedings; Orders. There is no pending action, arbitration
or any other legal proceeding, inquiry or investigation and (to the Knowledge of
the  Shareholders)  no  person  has  threatened  to  commence  any such  action,
arbitration, other legal proceeding, inquiry or investigation: (i) that involves
the Corporation or either  Partnership or any of the assets owned or used by the
Corporation  or  either  Partnership;  or  (ii)  that  challenges  or  otherwise
interferes  with  the  transactions  contemplated  by  this  Agreement.  To  the
Knowledge of the Shareholders,  no event has occurred,  and no claim, dispute or
other condition or circumstance  exists,  that will, or that could reasonably be
expected to, give rise to or serve as a basis for the  commencement  of any such
event. There is no order, writ,  injunction,  judgment or decree to which either
Shareholder,  the Corporation,  either Partnership or any of the assets owned or
used by the Corporation or either  Partnership,  is subject. To the Knowledge of
the  Shareholders,  no officer of the Corporation or employee of the Corporation
or either  Partnership is subject to any order,  writ,  injunction,  judgment or
decree that  prohibits  such officer or employee  from engaging in or continuing
any  conduct,  activity or  practice  relating  to the  Corporation's  or either
Partnership's


                                       12.

<PAGE>



business.

         2.15 Authority;  Binding Nature of Agreement. The Shareholders have the
absolute  and  unrestricted  right,  power and  authority  to enter  into and to
perform  their  respective  obligations  under this  Agreement.  This  Agreement
constitutes  the  legal,  valid  and  binding  obligation  of the  Shareholders,
enforceable against each of them in accordance with its terms.

         2.16  Non-Contravention;  Consents.  The execution and delivery of this
Agreement and the performance by the Shareholders of their obligations hereunder
do not and will not (a) violate,  conflict with or result in a default under any
provision  of  (i) to the  Knowledge  of the  Shareholders,  any  law,  rule  or
regulation,  or (ii) the articles of  incorporation or bylaws of the Corporation
or (iii)  the  partnership  agreement  or other  foundation  document  of either
Partnership, or (iv) any agreement, contract, judgment, license, order or permit
applicable to or binding upon the Corporation or either Partnership,  or (v) any
provision of any Material Contract, or (b) give any person the right to exercise
any remedy under,  or accelerate  the maturity or  performance  of, any Material
Contract.  The lien held by State Street Bank & Trust Co., as evidenced by UCC-1
#93045428, relates to a loan for real property unrelated to the Corporation, the
Partnerships  or the Properties and the execution and delivery of this Agreement
and the performance by the  Shareholders of their  obligations  hereunder do not
violate,  conflict  with or result in a default  under such lien or any contract
related thereto. None of the Shareholders,  the Corporation, or the Partnerships
are required to make any filings with, give any notice to, or obtain any consent
from any person in connection with the execution, delivery or performance of the
Agreement or any of the transactions contemplated herein.

         2.17  Full  Disclosure.  To  the  Knowledge  of the  Shareholders,  the
Agreement  does not,  will not,  (i)  contain  any  representation,  warranty or
information  that is false or misleading  with respect to any material  fact, or
(ii)  omit  to  state  any  material  fact   necessary  in  order  to  make  the
representations, warranties and information contained and to be contained herein
and therein (in the light of the circumstances under which such representations,
warranties  and  information  were or will be made or  provided)  not  false  or
misleading.

         2.18     Taxes.

                  (a) The Corporation and the  Partnerships  have each filed all
federal and California Income Tax returns and all other state and foreign Income
Tax returns required to be filed, and have each paid, or have each made adequate
provision  or set up an  adequate  accrual or reserve  for the  payment  of, all
Income  Taxes  required to be paid in respect of all  periods for which  returns
have been made or are due,  and have each  established  an  adequate  accrual or
reserve  for the  payment of all Income  Taxes  payable in respect of the period
subsequent  to the last of said  periods  required to be so accrued and reserved
(except  in  either  case in an  amount  not  material),  and  have no  material
liability  for  Income  Taxes in excess of the  amount  so paid or  accruals  or
reserves so  established.  Neither the  Corporation  nor either  Partnership  is
delinquent  in the payment of any material  Income Tax or is  delinquent  in the
filing of any Income Tax return, and no material deficiencies for any Income Tax
have been threatened,  claimed, proposed 



                                       13.

<PAGE>



or assessed.  Since January 1, 1994,  the  Corporation's  and the  Partnerships'
United States, state and foreign Income Tax returns, respectively, have not been
audited by the Internal  Revenue Service ("IRS") or comparable  state or foreign
agencies. At all times since January 1, 1992, the Corporation has duly filed the
necessary  documents  required  by,  and has  reported  to the IRS and state Tax
authorities   under,   Subchapter  S  of  the  Internal  Revenue  Code  and  the
corresponding provisions of state law. The amount of Built-In Gain, as set forth
on the tax returns of the  Corporation  was determined in good faith.  "Built-In
Gain"  shall  mean  the  amount  of net  unrealized  gain on the  assets  of the
Corporation  within the meaning of Section  1374(d)(1)  of the Internal  Revenue
Code of 1986. As used in this  Agreement,  "Income Tax" (and its plural  "Income
Taxes")  shall  mean  any tax upon  the  income  of the  Corporation  or  either
Partnership.

                  (b) The Corporation and the  Partnerships  have each filed all
federal and  California  Tax returns and all other state and foreign Tax returns
required to be filed,  and have each paid, or have each made adequate  provision
or set up an adequate  accrual or reserve for the payment of, all Taxes required
to be paid in respect of all  periods  for which  returns  have been made or are
due, and have each established an adequate accrual or reserve for the payment of
all Taxes  payable  in  respect  of the  period  subsequent  to the last of said
periods  required  to be so accrued  and  reserved  (except in either case in an
amount not material),  and have no material liability for Taxes in excess of the
amount so paid or accruals or reserves so  established.  Neither the Corporation
nor either  Partnership  is  delinquent in the payment of any material Tax or is
delinquent in the filing of any Tax return, and no material deficiencies for any
Tax have been threatened,  claimed,  proposed or assessed. As used herein, "Tax"
(and its plural  "Taxes") shall mean any tax, levy or assessment  (including any
sales tax, property tax or payroll tax), excluding any Income Tax.

         2.19 Certain Securities  Matters.  The Shareholders have such knowledge
and  experience in financial and business  matters and are capable of evaluating
the merits and risks  associated with the Notes and the Short-Term  Notes.  Each
Shareholder  is acquiring the Note and  Short-Term  Note for  investment and for
such  Shareholder's  own  account  and not  with a view  to,  or for  resale  in
connection  with,  any  unregistered  distribution  thereof,  and has no present
intention  to sell or  otherwise  dispose of any  interest in or risk related to
such Notes.

         2.20 Intellectual  Property.  Except as set forth in Exhibit 2.20, none
of the  Shareholders,  the  Corporation  or  the  Partnerships  are  infringing,
misappropriating  or making any unlawful use of, and,  none of them has received
any notice or other  communications  (in  writing or  otherwise)  of any actual,
alleged,  possible or potential  infringement,  misappropriation or unlawful use
of, any  patent,  trademark,  copyright,  service  mark,  trade  secret or other
intellectual property right owned or used by any other person.

Article 3.  Representations and Warranties by the Buyer.

         The Buyer represents and warrants to the Shareholders that:

         3.1  Authority.  Subject to approval by the Buyer's board of directors,
each  person


                                       14.

<PAGE>


signing this Agreement on behalf of the Buyer has been duly  authorized to do so
by all  necessary  actions  and has the  power and  authority  to  execute  this
Agreement on the Buyer's behalf.

         3.2 Due  Authorization.  Subject to approval  by the  Buyer's  board of
directors,  the execution and delivery of this Agreement and the consummation of
the transactions  contemplated hereby have been duly and effectively  authorized
by all necessary action of the Buyer. This Agreement  constitutes a legal, valid
and binding obligation of the Buyer, enforceable against the Buyer in accordance
with the terms described in this Agreement.

         3.3 No Conflicts.  The execution and delivery of this Agreement and the
performance  by the  Buyer  of its  obligations  hereunder  do not and  will not
conflict with any provision of (i) to the Buyer's  knowledge,  any law, statute,
rule or regulation,  or (ii) the  Certificate of  Incorporation  of the Buyer or
(iii) subject to the receipt of the consent of the Buyer's bank,  any agreement,
contract,  judgment,  license, order or permit applicable to or binding upon the
Buyer.

         3.4  Corporate  Income Tax.  The Buyer shall be  completely  and solely
responsible  for any and all  corporate  income taxes from and after the Closing
Date that the Corporation may owe.

Article 4.  Conduct of the Corporation's and the Partnerships' Businesses Prior
to Closing.

         The Shareholders  covenant,  agree,  represent and warrant to the Buyer
that,  except as  otherwise  consented  to in writing by the Buyer,  pending the
Closing the Shareholders shall ensure the following:

         4.1 Conduct.  The Corporation and the  Partnerships  will each carry on
their respective  businesses in a good and diligent manner consistent with prior
practice,  and will use their best efforts to preserve their respective business
organizations  and  businesses  intact,  and to keep  available the services and
goodwill of all of their respective  present  suppliers,  customers,  landlords,
creditors, employees, agents, and representatives.

         4.2 Equity.  No change will be made in the authorized or issued capital
stock of the  Corporation,  nor shall any rights,  warrants or options  relating
thereto or any  instrument  convertible  or  exchangeable  for capital  stock be
issued or  authorized.  No  alteration,  transfer or issuance of any interest in
either  Partnership  will  occur nor shall any  agreement  related to any of the
foregoing be signed.

         4.3 Distributions.  No dividend or other distribution will be declared,
set  aside,  accrued  or paid  on or in  respect  of the  capital  stock  of the
Corporation,  nor will the  Corporation  directly  redeem,  retire,  purchase or
otherwise reacquire any of its stock. No distribution will be set aside, accrued
or paid in respect of either Partnership.

         4.4 Dispositions.  Neither the Corporation nor either  Partnership will
sell or 


                                       15.

<PAGE>


otherwise dispose of any properties or assets, purchase or otherwise acquire any
properties  or assets,  incur any  liabilities  or enter into any  transactions,
except in the  ordinary  course of business or lend money except in the ordinary
course of business.

         4.5  Compensation.  Except for a bonus to be paid Anthony Ravlich in an
amount  equivalent to 2% of the profits of the Corporation  from January 1, 1997
to the Closing Date, no changes will be made to compensation  paid to any of the
salaried  employees  of the  Corporation  or  either  Partnership  prior  to the
Closing.  The Buyer acknowledges that an employee,  Terry Yoneato,  has recently
received  an  increase in his salary  with the  Corporation  of Twelve  Thousand
Dollars ($12,000) per year.

         4.6  Amendments.  No  amendment  shall  be  made  to the  Corporation's
Articles of Incorporation or bylaws.

         4.7 Legal  Proceedings.  Neither the Corporation nor either Partnership
shall commence or settle any action,  arbitration or any other legal proceeding,
inquiry or investigation.

         4.8  Notifications.  Prior  to  the  Closing,  the  Shareholders  shall
promptly  notify the Buyer in writing of any event,  condition  or  circumstance
that,  if it had occurred or existed on or prior to the date of this  Agreement,
would have  constituted  an  inaccuracy  in or breach of any  representation  or
warranty made herein.

         4.9  Access.  From and  after  the  execution  of this  Agreement,  the
Corporation and the  Partnerships  will permit the Buyer and its duly authorized
agents to have access, on a seven day a week basis, to the offices,  properties,
managerial and accounting  employees,  books, and records of the Corporation and
the Partnerships for the purpose of investigating the business and examining the
records of the Corporation and the Partnerships,  verifying the  representations
made in this  Agreement and the  performance of the conditions set forth in this
Agreement  at any  time of any day up to and  including  the  Closing  Date.  To
facilitate such access,  the  Shareholders  shall make  themselves  available to
answer  questions  and  provide  such  access on a seven day a week  basis.  The
Shareholders  acknowledge  that the Buyer  may,  at  Buyer's  cost,  engage  its
accountants  to  review  or  audit  the  financial  books  and  records  of  the
Corporation  or either  Partnership  and that,  in  connection  therewith,  such
accountants  may require  access to the  properties  of the  Corporation  or the
Partnerships,  the books and records of the Corporation or the Partnerships, and
the outside accountants engaged by the Corporation or the Partnerships;  and the
Shareholders agree to provide such access.

         4.10 Transfer of Assets.  Prior to the Closing,  the Shareholders shall
transfer any and all assets  owned by either of them and used in the  businesses
or operations of the Corporation or either  Partnership to the Corporation  (the
"Shareholder Owned Assets"), other than the real property leased pursuant to the
Leases.  The Shareholder  Owned Assets shall include,  without  limitation,  the
assets listed on Exhibit 2.6(c). Any such transfer shall vest in the Corporation
good and marketable title to such assets, free and clear of any Encumbrances.


                                       16.

<PAGE>


         4.11 No Shareholder Transactions. From February 28, 1997 to the Closing
Date, the Shareholders will not receive any compensation or fringe benefit from,
or enter into any transaction with, the Corporation or either  Partnership,  nor
will the  Corporation or either  Partnership be liable for, or pay, any expenses
relating to the Automobiles;  provided,  however,  that the Corporation may make
payments  under  the  Leases  and  health  insurance  premium  payments  for the
Shareholders in the ordinary course of business consistent with past practices.

         4.12 Best  Efforts.  The  Shareholders  shall use their best efforts to
cause the closing conditions set forth in Article 5 to be satisfied.

Article 5.  Conditions Precedent To Obligations Of The Buyer

         The   obligations   of  the  Buyer  to  consummate   the   transactions
contemplated by this Agreement are subject to the  satisfaction,  at or prior to
Closing, of each of the following conditions:

         5.1  Accuracy  of  Representations.  Each  of the  representations  and
warranties  made by the  Shareholders in this Agreement shall have been accurate
in all material respects as of the date of this Agreement, and shall be accurate
in all material respects as of the Closing (in each case,  without giving effect
to any materiality qualifications contained therein) as if made at the Closing.

         5.2  Performance  of  Covenants.   All  of  the  obligations  that  the
Shareholders  are  required  to comply  with or to perform  prior to the Closing
shall have been complied with and performed in all respects.

         5.3  Agreements  and  Documents.  The Buyer  shall  have  received  the
following  agreements  and  documents,  each of which shall be in full force and
effect:

                  (a) all  documents  required to evidence  the  transfer of the
Purchased Stock reasonably requested by the Buyer;

                  (b) a legal  opinion from the  Shareholders'  legal counsel in
the form attached hereto as Exhibit 5.3(b);

                  (c) employment  agreements between the Corporation and each of
Anthony  Ravlich and Terry  Yoneato in form and  substance  satisfactory  to the
Buyer in its sole and unfettered discretion, which employment agreements will be
in full force and effect upon Closing;

                  (d) releases  (the  "Releases")  executed by each  Shareholder
releasing such Shareholders  rights against the Corporation in the form attached
hereto as Exhibit 5.3(d);

                  (e) certificate of the Corporation's  Secretary certifying the
accuracy and 


                                       17.
<PAGE>


completeness of the Corporation's articles of incorporation and bylaws;

                  (f) a bill of sale in the form of Exhibit 5.3(f); and

                  (g) a  certificate  from  each of the  Shareholders  dated the
Closing Date stating that (i) all of the  representations and warranties made by
the  Shareholders in this Agreement are accurate in all material  respects as of
the Closing (without giving effect to any materiality  qualifications  contained
therein) as if made at the Closing and (ii) all covenants to be complied with or
performed by the  Shareholders  at or prior to Closing  have been duly  complied
with and performed in all material respects.

         5.4 Amendment of Lease  Agreements.  The Corporation shall have entered
into  amendments  to the Leases (the  "Amendments  to the  Leases") in the forms
attached hereto as Exhibit 5.4A and Exhibit 5.4B.  Such  amendments  shall be in
full force and effect at the time of the Closing.

         5.5 Inspection of Premises. The Buyer shall have inspected the premises
of the Corporation and the Partnerships  and shall be reasonably  satisfied with
the condition of their respective businesses and assets.

         5.6 No Legal Proceedings.  No person shall have commenced or threatened
to commence any action,  arbitration or any other legal  proceeding,  inquiry or
investigation against the Corporation or either Partnership.

         5.7 Pre-Closing  Review. The Buyer shall be satisfied,  in its sole and
unfettered  discretion,  with  the  assets,  liabilities,  business,  condition,
operations,  financial  performance  and  prospects of the  Corporation  and the
Partnerships.

         5.8 Board Approval. The transaction contemplated herein shall have been
duly authorized by the Buyer's Board of Directors.

         5.9 Bank Consent.  The Buyer shall have received all necessary consents
from its lending institution to enter into the transactions  contemplated herein
and shall have received  funds from such lending  institution on terms and in an
amount satisfactory to the Buyer.


Article 6.  Conditions Precedent To Obligations Of The Shareholders And The
Corporation

         The obligations of the  Shareholders  and the Corporation to consummate
the transactions contemplated by this Agreement are subject to the satisfaction,
at or prior to Closing, of each of the following conditions:

         6.1  Accuracy  of  Representations.  Each  of the  representations  and
warranties  made 



                                       18.

<PAGE>


by the Buyer in this Agreement shall have been accurate in all material respects
as of the date of this Agreement, and shall be accurate in all material respects
as of the  Closing  (in each  case,  without  giving  effect to any  materiality
qualifications contained therein) as if made at the Closing.

         6.2 Performance of Covenants.  All of the obligations that the Buyer is
required  to comply  with or to  perform  prior to the  Closing  shall have been
complied with and performed in all respects.

Article 7.  Closing and Transfer Date.

         The transfer of the Purchased  Stock by the  Shareholders  to the Buyer
shall take place at the offices of Cooley  Godward  llp,  Five Palo Alto Square,
3000 El Camino Real, Palo Alto,  California  94306, on such date and time as the
Buyer shall  determine on  seventy-two  (72) hours  notice to the  Shareholders;
provided,  however,  that the Buyer  may  determine  to close on April 21,  1997
without providing such notice.

         7.1      Obligations of Shareholders.

                  (a) At the  Closing,  the  Shareholders  shall  deliver to the
Buyer the share certificates representing the Purchased Stock, duly endorsed for
transfer,  free and clear of all Encumbrances,  dated as of the Closing Date. At
the  Closing,  each  Shareholder  shall  endorse  his  or her  respective  check
identified  in  Section  1.2(e) to the  Corporation  in  payment  for his or her
respective Automobile.

                  (b)  From  and  after  the  Closing,  the  Shareholders  shall
cooperate  with the Buyer and shall execute and deliver such  documents and take
such  other  actions  as the Buyer may  reasonably  request  for the  purpose of
putting  the Buyer in  possession  and  control of the  Purchased  Stock and any
assets of the Corporation or either  Partnership  (including  without limitation
the Shareholder Owned Assets).  The Shareholders  hereby  irrevocably  nominate,
constitute and appoint the Buyer as the true and lawful  attorney-in-fact of the
Shareholders  (with full power of substitution)  and hereby authorize the Buyer,
in the name and on behalf of the Shareholders, to take any action that the Buyer
deems  appropriate  to enforce,  assert or perfect any claim,  right or interest
that relates to the Purchased  Stock,  any assets of the  Corporation  or either
Partnership  or any assets  used in the  businesses  of the  Corporation  or the
Partnerships,   or  otherwise  to  carry  out  or  facilitate  the   transaction
contemplated herein.

         7.2 Obligations of the Buyer.  At the Closing,  the Buyer shall deliver
to the Shareholders:

                  (a) Two (2)  cashier's  checks,  each  in the  amount  of Nine
Hundred Sixty Thousand Dollars ($960,000),  one payable to Hector Regner and the
other payable to Vanna Regner.

                  (b) Two (2) executed Notes as described in Section 1.2(b), one
payable to 


                                       19.

<PAGE>


Hector Regner and one payable to Vanna Regner.

                  (c) Two (2) executed  Short-Term Notes as described in Section
1.2(c), one payable to Hector Regner and one payable to Vanna Regner.

                  (d) Two (2) checks  drawn on the  account  of the  Buyer,  one
payable to Hector Regner and one payable to Vanna Regner,  each in the amount of
Forty Thousand Dollars ($40,000).

                  (e)  Executed  security  agreements  as  described  in Section
1.2(b)4.

Article 8.        Expenses.

         8.1 Responsibility  for Expenses.  Subject to the provisions of Article
11,  all costs  and  expenses  incurred  in  conducting  the  purchase  and sale
described in this Agreement in the manner  prescribed by this Agreement shall be
borne by the Buyer and the Shareholders in the following manner:

                  (a) Each party shall pay their own attorneys' fees;

                  (b) The cost of any environmental impact study performed prior
to the date of this Agreement shall be borne by the parties equally;

                  (c) The sales tax imposed on the  transfer of the  Automobiles
shall be borne by the Shareholders;

                  (d) Any and all other  costs  and  expenses  arising  from the
performance  of this  Agreement  and the  purchase  and sale  described  in this
Agreement  shall be borne by the party  incurring  such costs or  expenses or on
whose behalf or for whose benefit such costs or expenses are incurred.

         8.2 Corporation Expenses.  Notwithstanding  Section 8.1, if the Closing
occurs,  the Corporation shall pay (i) the attorneys fees, costs and expenses of
the Law Offices of Gary B. Ross, the Shareholders' counsel,  incurred in respect
of the transactions  contemplated by this Agreement,  in an amount not to exceed
$50,000 and (ii) fifty  percent  (50%) of the cost of the  environmental  impact
study.


                                       20.
<PAGE>


Article 9.        Covenant Not to Compete.

         9.1 Covenant.  The Shareholders hereby agree that for a period of three
(3) years after the Closing,  the Shareholders  shall not directly or indirectly
own an interest in, operate,  join,  control,  finance or participate in, render
services  or  advice  to,  or be  connected  as  an  officer,  employee,  agent,
independent contractor,  partner,  shareholder, or principal of any corporation,
partnership, proprietorship, firm, association, person, or other entity directly
or indirectly producing,  designing,  providing, soliciting orders for, selling,
distributing,  or marketing  any  product,  good,  or service  that  directly or
indirectly  competes  with  any  product,  good,  service,  or  business  of the
Corporation or either Partnership anywhere in the United States.

         9.2  Nonsolicitation.  The Shareholders further agree that for a period
of three (3) years after the  Closing,  they will not,  either  individually  or
jointly:

                  (a)  directly or  indirectly,  personally  or through  others,
encourage,  induce,  attempt  to induce,  solicit or attempt to solicit  (on the
behalf of a Shareholder or on behalf of any other person or entity) any employee
of the Corporation or either Partnership to leave his or her employment with the
Corporation or a Partnership;

                  (b) employ, or permit any entity over which either Shareholder
exercises  any control,  to employ such employee who has  terminated  his or her
employment with the Corporation or a Partnership  during such three-year period;
or

                  (c)  directly or  indirectly,  personally  or through  others,
approach,  contact,  solicit,  advise or do (or attempt to do) business with, or
otherwise   interfere  with  the  relationship  of  the  Corporation  or  either
Partnership with, any person or entity who is, was or is reasonably  anticipated
to become a customer or client of the Corporation or a Partnership.

         9.3  Reasonable  Scope.  Each  Shareholder  agrees  that the  covenants
contained  in  this  Article  9  are   reasonable   with  respect  to  duration,
geographical area and scope.

         9.4 Injunctive Relief. The parties agree that the remedy at law for any
breach of this Article  would be  inadequate  and that, in addition to any other
remedies  the Buyer may have,  the Buyer  shall be  entitled  to  temporary  and
permanent injunctive relief without the necessity of proving actual damages.

         9.5  Confidential   Information.   Each  Shareholder  agrees  that  all
non-public information about or related to the Corporation or either Partnership
known or obtained by such  Shareholder  is the property of the  Corporation or a
Partnership  (as the case may be),  and that such  information  shall not at any
time be  disclosed  to any person or used by such  Shareholder  for any purpose,
without the written  consent of the Buyer.  If any Shareholder is not present in
Orange  County,  California he or she shall keep the Buyer informed as to his or
her whereabouts.

Article 10.  Shareholders' Consultation Services.


                                       21.
<PAGE>


         For a period of time not to exceed  six (6) months  after the  Closing,
the  Shareholders  shall make themselves  available,  as requested by the Buyer,
upon  reasonable  notice,  to  provide  consulting  services  to the  Buyer,  as
requested  by the Buyer,  at a charge rate of no more than One Hundred and Fifty
Dollars  ($150.00) per hour and otherwise on terms and conditions to be mutually
agreed upon by the parties.  Each Shareholder  agrees to notify the Buyer of the
address at which the Shareholder may promptly be contacted during such six month
period.  The Buyer  acknowledges  that  Hector  Regner will be  unavailable  for
consulting  from May 14, 1997  through  July 2, 1997.  The Buyer shall cause the
Corporation  to reimburse a  Shareholder  for his or her  reasonable  travel and
lodging expenses in the event the Buyer requests that such  Shareholder  perform
consulting services at the Corporation's or the Buyer's facilities.

Article 11.  Indemnification.

         11.1  Indemnification by the Shareholders.  Each Shareholder shall hold
harmless and indemnify the Buyer, the Corporation and the Partnerships  from and
against,  and shall  compensate and reimburse the Buyer, the Corporation and the
Partnerships for, any loss, damage,  liability,  decline in value, claim, award,
tax, penalty,  fee, cost or expense of any nature  ("Damages") that are directly
or  indirectly  suffered  or incurred by the Buyer,  the  Corporation  or either
Partnership  (regardless  of whether or not such Damages relate to a third party
claim) and that arise  directly  or  indirectly  from or as a direct or indirect
result of:

                  (a)  any  breach  of any  representation  or  warranty  of any
Shareholder  under this Agreement or any instrument  delivered  pursuant to this
Agreement (but only if the Closing occurs); or

                  (b)  any  breach  of  any  covenant  or   obligation   of  any
Shareholder  under this Agreement or any instrument  delivered  pursuant to this
Agreement.

In each clause (a) and (b) above,  there shall be included (without  limitation)
within the scope thereof, any action, suit or other legal proceeding directly or
indirectly  related to any such breach (including  without limitation any action
commenced to enforce rights under this Agreement).

         11.2  Indemnification  by the Buyer.  The Buyer shall hold harmless and
indemnify the Shareholders from and against,  and shall compensate and reimburse
the  Shareholders  for, any Damages that are directly or indirectly  suffered or
incurred by the  Shareholders  (regardless of whether or not such Damages relate
to a third  party  claim) and that arise  directly  or  indirectly  from or as a
direct or indirect result of any breach of any representation or warranty of the
Buyer  under  this  Agreement  or any  instrument  delivered  pursuant  to  this
Agreement  or any breach of any covenant or  obligation  of the Buyer under this
Agreement or any instrument  delivered  pursuant to this Agreement (in each case
including without limitation any action, suit or other legal proceeding directly
or  indirectly  related to any such breach  (including  without  limitation  any
action commenced to enforce rights under this Agreement)).


                                       22.
<PAGE>


         11.3 Setoff.  The Buyer shall have the right to withhold and deduct any
sum that  may be owed to a  Shareholder  pursuant  to this  Article  11 from any
amount  otherwise  payable by the Buyer to the  Shareholder,  including  without
limitation  the Notes,  provided,  however,  that the  maximum  setoff  shall be
limited  to the  Ceiling  provided  under  Section  11.6 of the  Agreement.  The
exercise  of any right of setoff,  whether or not  ultimately  determined  to be
permitted, shall not constitute a default under the Notes.

         11.4 Conduct of Claim or Other Legal Proceeding.  Other than a claim or
legal  proceeding  by one  party  against  another  party,  in the  event of the
assertion  or  commencement  by any  person  of any  claim or  legal  proceeding
(whether  against the Buyer or any other  person)  with respect to which a party
(the  "Indemnifying  Party") may become  obligated to indemnify,  hold harmless,
compensate or reimburse,  any other party (the "Indemnified  Party") pursuant to
this Article 11, the Indemnified  Party may designate the Indemnifying  Party to
assume the defense of such claim or other legal proceeding at the expense of the
Indemnifying  Party or the Indemnified  Party may elect to assume the defense of
such claim or legal  proceeding at the sole expense of the  Indemnifying  Party.
The  Indemnified  Party  shall  have the  right  to  settle  any  such  claim or
proceeding with the consent of the Indemnifying Party;  provided,  however, that
such consent shall not be unreasonably withheld.

         11.5     Survival.

                  (a) Except as set forth in Section 11.5(b),  (c), (d), (e) and
(f), the representations, warranties, covenants and obligations of each party to
this  Agreement  shall  survive  until the close of business on the date one (1)
year  after the  Closing  Date and shall  remain in full  force and  effect  and
survive thereafter only with respect to any claims made prior to such date.

                  (b) The  Identified  Representations  shall  not  survive  the
Closing and no claim of indemnification  under this Article 11 may be brought in
respect thereof.  As used herein,  the "Identified  Representations"  shall mean
Sections 2.4, 2.5, 2.6(a),  2.6(b),  2.6(c),  2.6(f), 2.7, 2.8, 2.9, 2.10, 2.11,
2.12, 2.14 and 2.20.

                  (c) The representations and warranties of the Shareholders set
forth in Section  2.18(a) of this  Agreement  shall  survive  the Closing for an
indefinite period of time.

                  (d)  The  covenants  and  obligations  of each  party  to this
Agreement  under  Sections  1.5,  11.5,  11.6 and 11.7 and Articles 8, 13 and 16
shall survive the Closing for an indefinite period of time.

                  (e)  The  covenants  and  obligations  of each  party  to this
Agreement  under Article 9 shall survive the Closing for a three-year  period of
time.

                  (f)  The  covenants  and  obligations  of each  party  to this
Agreement under Sections 11.1,  11.2, 11.3 and 11.4 shall survive the Closing as
follows:


                                       23.

<PAGE>


                       (i) in respect of any claims relating to Articles 8 or 9,
until the close of business  on the date three (3) years after the Closing  Date
and shall  remain in full  force and  effect and  survive  thereafter  only with
respect to claims made prior to such date;

                       (ii)  in  respect  of  any  claims  relating  to  Section
2.18(a), for an indefinite period of time; and

                       (iii) in respect of any other claims,  until the close of
business  on the date one (1) year after the  Closing  Date and shall  remain in
full force and effect  thereafter  only with respect to any claims made prior to
such date.

         11.6 Ceiling.  Excluding any claim relating to Section  2.18(a) of this
Agreement,  if the Closing  occurs,  the  maximum  aggregate  liability  of each
Shareholder  under  Section  11.1 shall be an amount  equal to the lesser of One
Hundred  Thousand  Dollars  ($100,000) or the principal of, and accrued interest
on, the Note, payable to such Shareholder,  which amount shall include,  but not
be limited to, attorneys fees and costs. Excluding any claim relating to Section
2.18(a) of this  Agreement,  in addition,  the  liability  of each  Shareholder,
insofar as a claim of  indemnification  arises  solely as a breach of one of the
Ceiling  Representations  in respect of one of the Partnerships  (not, by way of
example and not limitation,  in respect of the Corporation or the Shareholders),
under Section  11.1(a) above shall be further limited (but not increased) to the
sum of (a)  twenty-five  percent  (25%) of the  Damages  (excluding  the Damages
covered by clause (b) below) and (b) the amounts of any attorney  and  paralegal
fees, court costs and related costs and expenses incurred in connection with any
action commenced to enforce the Buyer's rights under this Agreement.  As used in
this  Agreement,  the  "Ceiling  Representations"  shall be the  representations
contained in Section 2.1(e),  2.2, and 2.18. The maximum  liability of the Buyer
under  Section  11.2  shall be an amount  equal to the  greater  of One  Million
Dollars  ($1,000,000) or the principal  amount of, and accrued  interest on, the
Note payable to both Shareholders.

         11.7 Exclusive  Remedy.  If the Closing occurs,  the provisions of this
Article 11 shall be the sole and exclusive remedy of any party for any breach of
any representation, warranty, covenant or obligation under this Agreement.

Article 12.  Brokers.

         Each party to this Agreement  represents and warrants that no broker or
finder has acted for it in connection  with this  Agreement or the  transactions
contemplated hereby and that no broker or finder is entitled to any brokerage or
finder's  fee or other  commission.  Each  party  to this  Agreement  agrees  to
indemnify and hold  harmless the other parties  hereto with respect to any claim
for any brokerage or finder's fee or other commission.

Article 13.  Notices.

         All notices,  requests,  demands and other  communications  required or
permitted to be 


                                       24.
<PAGE>


given  hereunder shall be in writing and shall be deemed to have been duly given
if delivered personally,  given by prepaid telegram or facsimile or mailed first
class, postage prepaid, registered or certified mail as follows:

        If to Buyer:                      Elexsys International, Inc.
                                          4405 Fortran Court
                                          San Jose, CA  95134
                                          Tel.  (408) 743-5400
                                          Fax  (408) 743-5401

        If to the Shareholders:   Hector Regner
                                          #6 LeVanto
                                          Irvine, CA 92606
                                          Telephone: (714) 857-1869
                                          Facsimile: (714) 857-1869
                                          Pager: (714) 536-0812

                                          Vanna Regner
                                          17 Harbor Ridge Drive
                                          Newport Beach,CA 92660
                                          Telephone: (714) 760-1012
                                          Facsimile: (714) 760-1012


        If to the Trust:       The Regner Family Trust dated September 10, 1984
                                           c/o Law Offices of Gary B. Ross
                                           8001 Irvine Center Drive, Suite 1500
                                           Irvine, CA 92618
                                           Telephone: (714) 753-1999
                                           Facsimile: (714) 753-1998


        If to the Corporation: Neutronic Stampings,Inc.
                                           c/o Elexsys International, Inc.
                                           4405 Fortran Court
                                           San Jose, CA  95134
                                           Tel.  (408) 743-5400
                                           Fax  (408) 743-5401

Article 14.       Termination or Failure to Close.

         14.1  Termination  Events.  This  Agreement may be terminated  prior to
Closing:


                                       25.
<PAGE>



                  (a) By the  Buyer  at any  time  in its  sole  and  unfettered
discretion;

                  (b)  By  the  Shareholders  if  the  Shareholders   reasonably
determine that the satisfaction of any of the provisions of Article 6 has become
impossible   (other  than  as  a  result  of  a  failure  on  the  part  of  the
Shareholders).

                  (c) By the  Shareholders if the Closing has not taken place by
the close of business on April 21, 1997.

                  (d) By the mutual consent of the Buyer and the Shareholders.

         14.2 Effect of  Termination.  In the event of  termination  pursuant to
this Article 14, the parties shall not be relieved of  liabilities  arising from
any prior breach of any covenant or obligation under this Agreement that relates
to a failure to consummate the transactions contemplated hereby; and the parties
shall  remain  bound by the  provisions  set forth in  Articles 8, 11, 13 and 16
(excluding Sections 16.3 and 16.4 thereof).

         14.3  Ceiling.  Notwithstanding  anything  in  this  Agreement  to  the
contrary,  if the Closing does not occur for any reason,  the maximum  aggregate
liability of each  Shareholder  under this Agreement shall be an amount equal to
One Hundred Thousand Dollars ($100,000). Attorneys fees shall be included in the
meaning of the phrase, "maximum aggregate liability". Additionally, Shareholders
shall  have no  liability  to  Buyer  for any  consequential  damages  to  Buyer
including, but not limited to, lost opportunity and/or lost profit, in the event
the Closing does not occur for any reason.

         14.4 Sole and Exclusive  Remedy.  If the Closing does not occur for any
reason, the provisions of this Article 14 shall be the Sole and Exclusive Remedy
of any  party for any  breach  of any  representation,  warranty,  covenant,  or
obligation under this Agreement.


                                       26.

<PAGE>


Article 15.  Pre-Closing Negotiations.

         During the period  between the date  hereof and the  Closing  Date (the
"Pre-Closing Period"), the Buyer may identify to the Shareholders any inaccuracy
in  any   representation  or  problem  related  to  the  Corporation  or  either
Partnership   (anything  so  identified  shall  be  referred  to  herein  as  an
"Identified Problem"). With respect to any Identified Problem, the Buyer and the
Shareholders shall work together to develop a solution to the Identified Problem
and, where appropriate,  a cost estimate for such solution.  Whenever a solution
to an Identified  Problem involves material cost, the parties shall negotiate in
good faith to determine how to share such cost. Any agreement resulting from any
such  negotiation  shall be evidenced in writing.  Subject to Article 11 of this
Agreement, under no circumstances whatsoever shall the Shareholders be obligated
to pay any amount to solve an Identified Problem.

Article 16.  Miscellaneous.

         16.1  Severability.  If any provision of this  Agreement or any part of
any  such  provision  is  held  under  any   circumstances   to  be  invalid  or
unenforceable  in any  jurisdiction,  then (a) such  provision  or part  thereof
shall, with respect to such  circumstances and in such  jurisdiction,  be deemed
amended to conform to applicable  laws so as to be valid and  enforceable to the
fullest  possible  extent,  (b)  the  invalidity  or  unenforceability  of  such
provision  or part thereof  under such  circumstances  and in such  jurisdiction
shall not  affect the  validity  or  enforceability  of such  provision  or part
thereof under any other circumstances or in any other jurisdiction, and (c) such
invalidity of  enforceability of such provision or part thereof shall not affect
the  validity  or  enforceability  of the  remainder  of such  provision  or the
validity  or  enforceability  of any other  provision  of this  Agreement.  Each
provision  of this  Agreement is  separable  from every other  provision of this
Agreement,  and each part of each  provision of this Agreement is separable from
every other part of such provision.

         16.2 Governing  Law. This Agreement  shall be governed by and construed
in accordance  with the laws of the State of California.  If any legal action is
necessary to enforce the terms and  conditions  of this  Agreement,  the parties
hereby agree that the Superior Court of California,  County of Orange,  shall be
the sole jurisdiction and venue for the bringing of the action.

         16.3  Attorneys'  Fees. If any legal action is necessary to enforce the
terms and conditions of this Agreement,  the prevailing  party shall be entitled
to recover all costs of suit and reasonable attorneys' fees as determined by the
court.

         16.4  Post-Judgment  Attorneys'  Fees. In addition to the provisions of
the  immediately  preceding  paragraph,  above,  the  prevailing  party shall be
entitled to receive its  reasonable  attorneys'  fees  incurred in enforcing any
judgment.   Said   attorneys'  fees  incurred  in  enforcing  any  judgment  are
recoverable  as a separate  item.  Subject to Sections 11.6 and 11.7,  the post-
judgment  attorneys' fees provision  herein is intended to be severable from the
other  provisions  of the Agreement and to survive any judgment and is not to be
deemed merged into the judgment.


                                       27.

<PAGE>


         16.5  Waiver.  Waiver of any default or breach of this  Agreement or of
any warranty, representation,  covenant or obligation contained herein shall not
be construed  as a waiver of any  subsequent  breach or any other power,  right,
privilege or remedy.

         16.6 Entire Agreement.  This Agreement  supersedes any prior written or
oral agreement between them respecting the subject matter contained herein.

         16.7 Amendment.  This Agreement cannot be modified or amended except by
a writing signed by all the parties hereto.

         16.8  Cumulative  Remedies.  No right or remedy herein  conferred on or
reserved  to either  party is intended to be  exclusive  of any other  remedy or
right, and each and every right or remedy shall be cumulative and in addition to
any right or remedy given  hereunder  or now or hereafter  existing at law or in
equity or by statute.

         16.9 Assignment.  Neither this Agreement nor any interest therein shall
be assigned by the Buyer or the Shareholders  without the written consent of the
other.

         16.10 Successors. This Agreement shall be binding upon and inure to the
benefit of the parties and their respective heirs,  successors,  representatives
and assigns.

         16.11  Counterparts.  This  Agreement may be executed in  counterparts,
each of which  shall be  deemed an  original,  and all of which  together  shall
constitute one and the same instrument.

         16.12 Liens and  Guaranties.  The  Shareholders  acknowledge  and agree
that, in connection with funding the Purchase Price and for other reasons, at or
after the Closing the Buyer may (i) cause the Corporation  and the  Partnerships
to grant security  interests in any or all of the assets of the  Corporation and
the Partnerships and (ii) cause the Corporation and the Partnerships to guaranty
any or all of the obligations of the Buyer to its lending institutions.



                                       28.

<PAGE>



         In Witness Whereof,  the parties have executed this Agreement in one or
more counterparts,  which, taken together shall constitute one agreement,  which
agreement shall be effective as of and on the date first above written.


                                        Buyer:

                                        Elexsys International, Inc.



                                        By: 
                                            ------------------------------------
                                            Milan Mandaric,
                                            Chairman and Chief Executive Officer


                                        Shareholders:



                                        ----------------------------------------
                                        Hector Regner



                                        ----------------------------------------
                                        Vanna Regner


                                        The Regner Family Trust


                                        By:
                                            ------------------------------------
                                            Hector Regner, Trustee


                                        By:
                                            ------------------------------------
                                            Vanna Regner, Trustee


                                        Corporation:

                                        Neutronic Stampings, Inc.



                                        By:
                                            ------------------------------------

<PAGE>

                                             Law Office of Gary B. Ross
                                               A Law Corporation
                                             8001 Irvine Center Drive
                                             Suite 1500
                                             Irvine, CA 92618
                                             April 14, 1997


Elexsys International, Inc.
4405 Fortran Court
San Jose, California 95134



Ladies and Gentlemen:

We have acted as counsel for Hector  Regner,  Vanna Regner and the Regner Family
Trust dated  September 10, 1984 (the "Trust") in connection with the sale of all
outstanding  shares of common stock of Neutronic  Stampings,  Inc., a California
corporation  ("Neutronic"),  pursuant to the Stock  Purchase  Agreement  between
Hector  Regner,  Vanna  Regner,  the  Trust,  Elexsys  International,  Inc.  and
Neutronic  (as to Section 1.3) dated as of April 7, 1997 (the  "Agreement").  We
are rendering this opinion  pursuant to Section 5.3(b) of the Agreement.  Except
as otherwise  defined herein,  the capitalized terms used but not defined herein
shall have the respective meanings given to them in the Agreement.

We are of the opinion that:

         1.  Neutronic  has been duly  incorporated  and is a  validly  existing
corporation  in good  standing  under  the  laws  of the  State  of  California.
Neutronic has no subsidiaries.

         2. Neutronic has the requisite  corporate power and authority to own or
lease its  property  and assets and to conduct its  business as it is  currently
being conducted.  To the best of our knowledge,  Neutronic is not required to be
qualified to do business under the laws of any jurisdiction other than the State
of California.

         3.  Neutronic owns fifty percent (50%) of the  outstanding  partnership
interests of each of H&V  Services  and  Neutronic  Plating  (collectively,  the
"Partnerships"), free and clear of any Encumbrances.

         4.  Neutronic's  authorized  capital  stock  consists  of  one  million
(1,000,000)  shares  of  common  stock,  with no par  value,  fourteen  thousand
(14,000)  shares of which are issued and  outstanding.  The  outstanding  common
stock of Neutronic has been duly  authorized  and validly  issued,  and is fully
paid and nonassessable.  To the best of our knowledge,  there are no outstanding
rights,  subscriptions,  options,  warrants, calls, commitments or agreements to
which 


                                       1.

<PAGE>


Neutronic  is a party  or by which it is bound  relating  to its  authorized  or
issued capital stock.

         5. The Trust  owns all of the issued and  outstanding  common  stock of
Neutronic of record and beneficially, free and clear of any Encumbrances.

         6. The  Agreement  has been duly and validly  authorized,  executed and
delivered by each of Hector Regner, Vanna Regner, the Trust and Neutronic and is
a valid and binding obligation of each of Hector Regner, Vanna Regner, the Trust
and Neutronic,  enforceable against each in accordance with its terms, except as
enforcement may be limited by applicable bankruptcy, insolvency, reorganization,
arrangement,  moratorium or other similar laws affecting  creditors' rights, and
subject to general  equity  principles and to  limitations  on  availability  of
equitable relief, including specific performance.

         7. The  Releases  have been duly and validly  authorized,  executed and
delivered by each of Hector Regner, Vanna Regner and the Trust and are the valid
and binding  obligation  of each of Hector  Regner,  Vanna Regner and the Trust,
enforceable against each in accordance with its terms, except as enforcement may
be limited by applicable bankruptcy,  insolvency,  reorganization,  arrangement,
moratorium or other similar laws  affecting  creditors'  rights,  and subject to
general  equity  principles  and to  limitations  on  availability  of equitable
relief, including specific performance.

         8. The Amendments to the Leases have been duly and validly  authorized,
executed and delivered by each of Hector Regner,  Vanna Regner and Neutronic and
are the valid and binding obligation of each of Hector Regner,  Vanna Regner and
Neutronic,  enforceable  against each in accordance with their terms,  except as
enforcement may be limited by applicable bankruptcy, insolvency, reorganization,
arrangement,  moratorium or other similar laws affecting  creditors' rights, and
subject to general  equity  principles and to  limitations  on  availability  of
equitable relief, including specific performance.

         9. The execution and delivery of the  Agreement,  the Amendments to the
Leases and the Releases by Hector Regner,  Vanna Regner, the Trust and Neutronic
and the consummation of the transactions  provided for in the Agreement will not
violate,   conflict   with  or  result  in  a  default  under  the  articles  of
incorporation  or bylaws of Neutronic or the provisions of the Trust, or, to the
best of our knowledge,  (i) any statute,  law, rule or  regulation,  or (ii) the
articles  of  incorporation  or bylaws of  Neutronic,  or (iii) the  partnership
agreement or other foundation document of either Partnership, or (iv) any order,
writ,  judgment,  injunction,  decree,  determination  or award  which  has been
entered  against Hector  Regner,  Vanna Regner,  the Trust,  Neutronic or either
Partnership, or (v) any agreement,  contract, license or permit applicable to or
binding  upon  Hector  Regner,  Vanna  Regner,  the Trust,  Neutronic  or either
Partnership, or (vi) any provision of any Material Contract.

         8. To the best of our  knowledge,  there is no  action,  proceeding  or
investigation pending or overtly threatened,  before any court or administrative
agency: (i) that involves Hector Regner,  Vanna Regner, the Trust,  Neutronic or
either  Partnership  or any of the assets  owned or 


                                       2.

<PAGE>


used by  Neutronic  or either  Partnership;  (ii) that calls into  question  the
validity or performance  of the  Agreement,  the Amendments to the Leases or the
Releases;  or (iii) that might result either individually or in the aggregate in
any material adverse change in the assets,  financial condition or operations of
Neutronic  or  either  Partnership.  To the best of our  knowledge,  there is no
order,  writ,  injunction,  judgment  or decree to which  Hector  Regner,  Vanna
Regner, the Trust, Neutronic or either Partnership is subject.

         9.  To  the   best  of  our   knowledge,   all   consents,   approvals,
authorizations,  or orders of, and filings,  registrations,  and  qualifications
with any regulatory authority or governmental body in the United States required
for the consummation by Hector Regner,  Vanna Regner, the Trust and Neutronic of
the transactions contemplated by the Agreement, have been made or obtained.

This opinion is intended solely for your benefit and is not to be made available
to or be relied  upon by any other  person,  firm,  or entity  without our prior
written consent.


Very truly yours,

Law Offices of Gary B. Ross, a Law Corporation


By:
    ------------------------------------


                                       3.
<PAGE>

                                  BILL OF SALE


         This Bill of Sale is made April __, 1997 by Hector Regner, Vanna Regner
and the Regner Family Trust dated  September 10, 1984 (the  "Shareholders"),  in
favor  of   Neutronic   Stampings,   Inc.,   a   California   corporation   (the
"Corporation").  Capitalized  terms used herein shall have the meanings ascribed
to them in the Stock Purchase  Agreement between  Shareholders,  the Corporation
and Elexsys  International,  Inc. (the "Buyer")  dated April 7, 1997 (the "Stock
Purchase Agreement"), unless otherwise defined.


                              W I T N E S S E T H :

         Whereas, the Shareholders, the Buyer and the Corporation (as to Section
1.3 thereof) have entered into the Stock Purchase  Agreement,  pursuant to which
the  Shareholders  have  agreed to sell  their  shares of  capital  stock of the
Corporation to the Buyer;

         Whereas,  pursuant to the Stock Purchase  Agreement,  the  Shareholders
have agreed to transfer to the  Corporation all assets owned by them and used in
the business or operations of the  Corporation or the  Partnerships,  other than
the real property  leased  pursuant to the Leases (the  "Assets"),  which Assets
shall include  without  limitation  the items  identified on Schedule A attached
hereto.

         Now, Therefore, for valuable consideration,  receipt of which is hereby
acknowledged,  the Shareholders  hereby grant, sell, convey,  transfer,  assign,
release and deliver to the Corporation  all right,  title and interest in and to
the Assets.

         To Have and To Hold the same unto the  Corporation,  its successors and
assigns forever.

         The  Shareholders  represent  and warrant to the  Corporation  that the
Assets are transferred hereby free and clear of any Encumbrances.

         The  Shareholders,  at any  time at or  after  the  date  hereof,  will
execute, acknowledge and deliver any further deeds, assignments, conveyances and
other assurances, documents, and instruments of transfer reasonably requested by
the Corporation and will take any other action consistent with the terms of this
Bill of Sale that may reasonably be requested by the Corporation for the purpose
of  assigning,   transferring,   granting,   conveying  and  confirming  to  the
Corporation,  or reducing to possession,  any or all of the Assets. If requested
by the Corporation,  each  Shareholder  further agrees to prosecute or otherwise
enforce in its own name for the benefit of the Corporation any claims, rights or
benefits included in the Assets that require  prosecution or enforcement in such
Shareholder's name. Any prosecution or enforcement of claims, rights or 


                                      1.

<PAGE>


benefits under this paragraph shall be at the Corporation's expense,  unless the
prosecution  or enforcement  occurs in connection  with a breach of this Bill of
Sale by either  Shareholder  or a breach of an obligation of either  Shareholder
contained in the Stock  Purchase  Agreement,  in which case such  prosecution or
enforcement  shall  be  at  the  expense  of  the  breaching  Shareholder.  Each
Shareholder  agrees  to  notify  the  Corporation  of the  address  at which the
Shareholder may promptly be contacted. Each Shareholder agrees to be responsible
for,  and  to  compensate  and  reimburse  the  Corporation  for,  any  damages,
liabilities,   fees,  costs  or  expenses  incurred  by  the  Corporation  as  a
consequence of such Shareholder not performing his or her obligations hereunder.

         In  Witness  Whereof,  this  Bill of Sale  has  been  executed  by each
Shareholder as of the day and year first above written.




                                        ----------------------------------------
                                        Hector Regner
                                   
                                   
                                        ----------------------------------------
                                        Vanna Regner
                                   
                                   
                                   
                                        The Regner Family Trust dated
                                        September 10, 1984
                                   
                                   
                                   
                                        By:
                                                 -------------------------------
                                                 Hector Regner, Trustee
                                   
                                   
                                   
                                        By:
                                                 -------------------------------
                                                 Vanna Regner, Trustee


                                   
                                       2.

<PAGE>

                                                    Schedule A


1.       618HA Hand Feed Surface Grinder (22305).

2.       G-18 Jig Moore Grinder.

3.       Bruderer 8011              BSTA 60.

4.       Bruderer 7113              BSTA 30-I.

5.       Bruderer 7321              BSTA 30-I.

6.       Bruderer 6814              BSTA 30-I.

7.       Bruderer 6818              BSTA 30-I.

8.       Bruderer 6360              BSTA 30-I.





                                       3.
<PAGE>

                               SECURITY AGREEMENT

         THIS SECURITY AGREEMENT ("Agreement") is made by Elexsys International,
Inc.,  a Delaware  corporation,  with its  principal  place of  business at 4405
Fortran   Court,   San  Jose,   California   95134   ("Debtor"),   in  favor  of
______________________________, an individual currently residing in the State of
California ("Secured Party").

         WHEREAS,  Debtor,  Secured Party and certain other parties have entered
into  that  certain  Stock  Purchase  Agreement,  dated as of April 7, 1997 (the
"Purchase Agreement");

         WHEREAS,  pursuant to the terms of the Purchase  Agreement,  Debtor has
executed  and  delivered to Secured  Party two  promissory  notes,  of even date
herewith,  one in the amount of $500,000 and one in the amount of $665,000  (the
"Notes"),  wherein Debtor promises to pay the outstanding  principal  balance of
the Notes in accordance with the terms and provisions thereof; and

         WHEREAS,  Secured  Party is willing to make the loans  evidenced by the
Notes,  but only upon the  condition,  among  others,  that  Debtor  shall  have
executed and delivered to Secured Party this Security Agreement.

        NOW, THEREFORE, in consideration of the foregoing recitals and for other
good and  valuable  consideration,  the receipt and adequacy of which are hereby
acknowledged,  and  intending  to be  legally  bound,  Debtor  hereby  agrees as
follows:

        1. As security for the full, prompt and complete payment and performance
when due (whether by stated  maturity,  by  acceleration  or  otherwise)  of all
indebtedness  of Debtor to Secured Party created under the Notes  (collectively,
the  "Obligations"),  Debtor hereby grants to Secured Party, a security interest
in all of the  following  investment  property  (as  defined  in the  California
Uniform  Commercial  Code)  (collectively,  the  "Collateral"):  Seven  Thousand
(7,000)  shares of the common stock of Neutronic  Stampings,  Inc., a California
corporation  ("Neutronic"),   evidenced  by  the  common  stock  certificate  of
Neutronic  numbered _____, and any equity securities from time to time received,
receivable, or otherwise distributed in respect of or in exchange for any or all
of the Collateral.

        2. At any time that Debtor shall fail to perform its  obligations  under
any Note, Secured Party may, but shall not be obligated to: (1) insure,  process
and preserve the Collateral;  (2) subject to the rights of Sanwa Bank California
("Sanwa"),  its  successors  or assigns  (or any lender or lenders  who  provide
financing to refinance  Debtor's  indebtedness  owing to Sanwa (the "Refinancing
Indebtedness")) instruct Debtor to deliver physical possession of the Collateral
to  Secured  Party  or  Secured  Party's  agent,  and  (3)  exercise  as to such
Collateral all the rights, powers and remedies of an owner;  provided,  however,
that,  so long as no such default shall be  continuing  under such Note,  Debtor
shall  retain the  Collateral  in Debtor's  possession,  subject at all times to
Secured Party's  perfected  security  interest in the Collateral.  Such security
interest  shall be evidenced by this agreement and a UCC-1  Financing  Statement
regarding the Collateral filed with the California Secretary of State,  pursuant
to Section 9115 of the California  Uniform Commercial Code. Secured Party hereby
acknowledges and expressly consents to the first

<PAGE>



priority  security  interest  in the  Collateral  held by Sanwa  pursuant  to an
Accounts  Receivable  Credit  Agreement and a Term Loan Credit  Agreement,  each
dated as of January 27, 1997.

         3. Debtor agrees to pay prior to delinquency all taxes, charges,  liens
and assessments against the Collateral, and upon the failure of Debtor to do so,
Secured  Party at its  option may pay any of them and shall be the sole judge of
the legality or validity thereof and the amount necessary to discharge the same.

         4. At the option of Secured Party, with prior written notice to Debtor,
all or any part of the  obligations of Debtor shall  immediately  become due and
payable  irrespective of any agreed  maturity,  upon the levy of any attachment,
execution or other process against the Collateral; or the insolvency, commission
of an act of bankruptcy, general assignment for the benefit of creditors, filing
of any petition in bankruptcy or for relief under the  provisions of Title 11 of
the  United  States  Code of, by, or against  Debtor,  which,  in the case of an
involuntary proceeding, is not dismissed within sixty (60) days.

         5. In the event of the nonpayment of any Obligations within thirty (30)
days of the date when due, subject to any applicable  grace periods,  whether by
acceleration or otherwise,  Secured Party may then, or at any time thereafter if
such default has not been cured,  at its  election,  upon 20 days' prior written
notice to Debtor  exercise  all the rights and  remedies  of a secured  creditor
under the  California  Uniform  Commercial  Code or any other  applicable  laws,
subject to any restrictions found therein.

         6.  The  proceeds  of any  sale  of any  of  the  Collateral  permitted
hereunder and all sums received or collected by Secured Party from or on account
of such  Collateral  shall  be  applied  by  Secured  Party  to the  payment  of
reasonable  expenses  incurred or paid by Secured Party in  connection  with any
sale, transfer or delivery of the Collateral, to the payment of any other costs,
charges,  reasonable  attorneys' fees or expenses  mentioned herein,  and to the
payment of the indebtedness or any part hereof,  all in such order and manner as
Secured Party in its discretion may determine.  Secured Party shall then pay any
balance to Debtor.

         7.  Notwithstanding  anything to the contrary  herein,  or in any other
document, at any time that the Obligations shall have been paid in full, Secured
Party shall (i) immediately return and release all Collateral, (ii) renounce all
claims  thereto,  and  (iii)  execute  and  file  any  documents  or  statements
reasonably requested by Debtor to establish the foregoing.

         8.  If  any  provision  of  this  Security  Agreement  is  held  to  be
unenforceable for any reason,  it shall be modified to the extent necessary,  if
possible,  rather than voided, in order to achieve the intent of the parties. In
any event, all other provisions of this Security Agreement shall be deemed valid
and enforceable to the full extent possible.

9. This  Security  Agreement  shall be governed by, and  construed in accordance
with,  the laws of the State of  California  as  applied to  contracts  made and
performed entirely within the State of California by residents of such State.



                                       2.

<PAGE>



        Dated: April ___, 1997


                                     Debtor
                                     ELEXSYS INTERNATIONAL, INC.


                                     ---------------------------------------

                                     Printed Name: Milan Mandaric

                                     Title: Chairman and Chief Executive Officer



                                     Secured Party


                                     ---------------------------------------
                                     Printed Name:


                                       3.

<PAGE>

                            FIRST AMENDMENT TO LEASE


         THIS  FIRST  AMENDMENT  TO LEASE  ("First  Amendment")  is  dated,  for
reference purposes only, April 14, 1997 and is entered into by HECTOR REGNER and
VANNA  REGNER  (collectively,   "Lessor")  and  NEUTRONIC  STAMPINGS,   INC.,  a
California  corporation  ("Lessee"),  for the purpose of amending  that  certain
Industrial  Lease dated  September 18, 1995 (the "Lease") by and between  Lessor
and Lessee  concerning  the lease of the property  located at 10535 Lawson River
Avenue,  Fountain Valley,  CA, as more specifically  described in the Lease (the
"Premises").


                                    RECITALS

         WHEREAS,  Lessor and Lessee  desire for their  mutual  benefit to amend
certain terms and provisions of the Lease as provided herein;

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

1. Term.  The term of this Lease shall expire on January 31,  2002,  rather than
September 30, 2000.

2. Conditions to  Effectiveness.  The  effectiveness  of this First Amendment is
hereby  conditioned  upon the closing of the  transactions  contemplated  by the
Stock Purchase Agreement dated April 7, 1997 (the "Stock Purchase Agreement") by
and  among  Hector  Regner,  Vanna  Regner,  Elexsys  International,  Inc.,  and
Neutronic  Stampings,  Inc.  (but only as to section  1.3 of the Stock  Purchase
Agreement).  The Effective Date of this First Amendment (the  "Effective  Date")
shall be that date of the Closing  contemplated by the Stock Purchase Agreement.
Until such Closing shall have been consummated, this First Amendment shall be of
no force or effect.

3. Definitions. All capitalized terms used but not defined herein shall have the
meanings assigned to them in the Lease.

4. Compliance With Law.  Section 10 is amended by adding the following  language
as the second sentence in section 10:

   Notwithstanding the foregoing, Lessee shall not be responsible for compliance
   with  any  laws,  codes,  ordinances,   requirements  or  other  governmental
   directives  respecting  the  Premises  where such  compliance  is not related
   specifically to the distinctive  manner of use and occupancy by Lessee of the
   Premises,  as opposed to the use and occupancy of the Premises by any tenant.
   For example, if any governmental  authority should require the

                                       1.

<PAGE>


   Premises  to be  structurally  strengthened  against  earthquake,  or  should
   require the removal of  asbestos  from the  Premises  and such  measures  are
   imposed as a general  requirement  applicable to all tenants rather than as a
   condition to Lessee's  specific use or occupancy of the  Premises,  such work
   shall be performed by and at the sole cost of Lessor.

5.  Improvements  and  Repairs.  Section 12 is  amended by adding the  following
language at the end of section 12:

   As of the Effective Date, Lessor represents and warrants that (i) it knows of
   no material  defects in the  Premises or  Building  which would  unreasonably
   interfere  with  Lessee's  use and  enjoyment of the  Premises;  and (ii) the
   mechanical, electrical, air conditioning, ventilating and plumbing system and
   equipment  serving  the  Premises  are in good  order and  repair,  provided,
   however that the  representations  and  warranties set forth in this sentence
   shall  not be  deemed  to  imply  that  the  Premises,  the  Building  or the
   mechanical,  electrical,  air conditioning,  ventilating and plumbing systems
   are   suitable   for  any   particular   purpose.   Each  of  the   foregoing
   representations and warranties  contained herein shall be true and correct as
   of the Effective Date and Lessor shall promptly  correct any violation of the
   foregoing representations and warranties at its sole cost and expense.

6.  Liability  for Injury.  Section 16 of the Lease is amended by  deleting  the
first  sentence  of this  section  and  replacing  the same  with the  following
language:

   Lessee  agrees to save Lessor  harmless and  indemnify  Lessor from all loss,
   damage,  liability or expense  incurred or claimed by reason of any injury or
   damage to any person or property which may be brought against Lessor or which
   Lessor may pay or incur  arising from or relating to the use,  occupancy  and
   enjoyment of the Premises by Lessee, excluding those arising from or relating
   to the  negligence,  willful  misconduct or omissions of Lessor,  its agents,
   employees or contractors or a breach by Lessor of its obligations  hereunder.
   Lessor  agrees to save Lessee  harmless and  indemnify  Lessee from all loss,
   damage,  liability or expense  incurred or claimed by reason of any injury or
   damage to any person or property which may be brought against Lessee or which
   Lessee may pay or incur to the extent such  liabilities or matters arise from
   or relate to the negligence,  willful  misconduct or omissions of Lessor, its
   agents,  employees or contractors.  In the event that Lessor and Lessee shall
   both be  negligent in respect of a particular  matter,  the losses,  damages,
   liabilities or expenses  incurred or claimed by any person in respect of such
   matter  shall be borne  by the  parties  in  proportion  to their  respective
   relative negligence.

7.  Subordination.  Section 24 of the Lease is  amended by adding the  following
language at the end of this section:

   Lessor  represents  to  Lessee  that as of the  Effective  Date  there are no
   mortgages or deeds of trust or other liens  encumbering the demised premises.
   Lessor   agrees   to   provide   Lessee   with  a   commercially   reasonable
   non-disturbance, subordination and attornment

                                       2.

<PAGE>


   agreement in favor of Lessee from any mortgagee or  beneficiary  under a deed
   of  trust  to whom  Lessee  is  subordinating  its  leasehold  interest  as a
   condition  precedent  to Lessee's  agreement  to be bound by this section 24.
   Such  agreement  shall  provide  that  Lessee's  quiet  possession,  use  and
   enjoyment of the Premises during the Lease term (as the same may be extended)
   shall not be disturbed as long as Lessee is not in default of its obligations
   under the Lease.

8. Property Taxes and  Insurance.  Section 34 of the Lease is amended to read as
follows:

   Lessee to pay  Property  Taxes and  Insurance,  as set forth in Section 16 of
   this Lease, in addition to rent.

9. Maintenance.  The following language is added at the end of Section 36:

   Notwithstanding  anything in this Lease to the  contrary,  Lessor shall keep,
   repair  and  maintain  in  good  condition  the  structural  elements  of the
   Building,  including  but  not  limited  to  the  roof,  exterior  walls  and
   foundation.  Lessee shall be  responsible  for repair and  maintenance of the
   parking lot and shall  reseal the parking lot every two years,  but shall not
   be  obligated  to repave the parking lot.  Lessee  shall be  responsible  for
   electrical maintenance.

10. Option. The following language is added at the end of Section 37:

   Lessee  shall have the right to extend the Lease for one  additional  term of
   five (5) years (the  "Extended  Term") upon the same terms and  conditions of
   this Lease,  except  Rent which shall be  calculated  as provided  below.  If
   Lessee  desires  to so extend the term of this  Lease,  Lessee  shall  notify
   Lessor in writing of its  intention  no later than three (3) months  prior to
   the  expiration  of the  original  Lease  term.  Within  thirty  (30) days of
   Lessor's receipt of Lessee's  election notice,  Lessor shall notify Lessee in
   writing of the  "prevailing  rent" for the premises  during the Extended Term
   (the  "Prevailing  Rent").  Within thirty (30) days of Lessee's  receipt from
   Lessor of the  proposed  rent for the  Extended  Term,  Lessee shall have the
   right to revoke its  exercise of its  extension  option by  providing  notice
   thereof to Lessor in writing.

   For purposes  hereof,  Prevailing  Rent for the Extended  Term shall mean the
   effective  base rental rates  (including  periodic  adjustments  to such base
   rental rates) then being received for premises of similar size and quality to
   the Premises,  located in industrial  parks in the Fountain Valley area which
   are similar in size and quality to the industrial  park in which the Premises
   are located,  leased for terms of  approximately  five years,  and  otherwise
   subject to leases containing  substantially  similar terms as those contained
   in this Lease.  Notwithstanding  the foregoing,  "Prevailing  Rent" shall not
   include any rental value attributable to improvements, alterations, fixtures,
   equipment  and  personal  property  installed  at the  Premises  at  Lessee's
   expense.

                                       3.

<PAGE>


11.  Environmental.  The third paragraph of the Addendum to Lease dated December
1, 1996  ("Addendum")  is deleted in its entirety and the following  substituted
therefor:

   Lessor shall defend, indemnify, and hold Lessee harmless from and against any
   and  all  liability,  loss,  suits,  claims,  actions,  costs  and  expenses,
   including  without   limitation,   any  attorneys'  fees,  arising  from  any
   contamination  of the  Premises  (including  the  underlying  land and ground
   water) by any Hazardous Materials, where such contamination was not caused by
   Lessee. The indemnity obligations of Lessor under the Lease shall survive the
   expiration or termination of the Lease.

   Notwithstanding  anything to the contrary  contained  in the Lease,  Lessee's
   indemnification  obligation  contained  herein  shall  apply only to the use,
   manufacture,  storage or  disposal  of  Hazardous  Materials  by Lessee,  its
   employees,   agents  or  contractors,   on,  under  or  about  the  Premises.
   Notwithstanding  anything to the contrary contained in the Lease,  Lessee may
   make use on the Premises of such  Hazardous  Materials as are connected  with
   the businesses of plating and stamping.

   Upon termination of the Lease, at Lessee's sole expense,  Lessee shall remove
   the two  in-ground  sump  tanks on the  Premises  and the  related  in-ground
   plumbing and remediate Hazardous Materials in the ground of the Premises as a
   consequence of leaks from such tanks and plumbing, so that soil contamination
   is at or below levels  acceptable to the relevant  governmental  authorities.
   Lessee shall provide a written report from an independent service to evidence
   compliance with the foregoing.

   The provisions of this Section 11 shall survive the  termination of the lease
   for an indefinite period.

12.  Improvements.  The following  language is added to the  paragraph  entitled
"Improvements" in the Addendum:

   Notwithstanding  anything to the contrary contained in this Lease, Lessee may
   make alterations,  improvements or changes to the Premises only with Lessor's
   written  consent,  which consent will not be  unreasonably  withheld.  Lessee
   shall not be required to remove any  alterations,  additions or  improvements
   made to the Premises with Lessor's written consent.

13. Insurance. The phrase "paragraph 8.5" is hereby deleted from the second line
of the last  paragraph of the Addendum  and the phrase  "herein" is  substituted
therefor.

14. No Further  Modification.  Except as modified by this First  Amendment,  the
Lease remains unchanged and in full force and effect.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       4.

<PAGE>


IN WITNESS WHEREOF, the undersigned have entered into this First Amendment.

LESSOR:



________________________________
HECTOR REGNER


________________________________
VANNA REGNER



LESSEE:

NEUTRONIC STAMPINGS, INC.


By:    __________________________

Name:  __________________________

Title: __________________________


                                       5.


<PAGE>


                            FIRST AMENDMENT TO LEASE


         THIS  FIRST  AMENDMENT  TO LEASE  ("First  Amendment")  is  dated,  for
reference purposes only, April 14, 1997 and is entered into by V.R.  ENTERPRISES
("Lessor") and NEUTRONIC STAMPINGS,  INC., a California corporation  ("Lessee"),
for the purpose of amending that certain Industrial Lease dated January 20, 1997
(the  "Lease")  by and  between  Lessor and Lessee  concerning  the lease of the
property  located at 10550 Lawson River  Avenue,  Fountain  Valley,  CA, as more
specifically described in the Lease (the "Premises").


                                    RECITALS

         WHEREAS,  Lessor and Lessee  desire for their  mutual  benefit to amend
certain terms and provisions of the Lease as provided herein;

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

1.       Conditions to Effectiveness.  The effectiveness of this First Amendment
is hereby  conditioned upon the closing of the transactions  contemplated by the
Stock Purchase Agreement dated April 7, 1997 (the "Stock Purchase Agreement") by
and  among  Hector  Regner,  Vanna  Regner,  Elexsys  International,  Inc.,  and
Neutronic  Stampings,  Inc.  (but only as to section  1.3 of the Stock  Purchase
Agreement).  The Effective Date of this First Amendment (the  "Effective  Date")
shall be that date of the Closing  contemplated by the Stock Purchase Agreement.
Until such Closing shall have been consummated, this First Amendment shall be of
no force or effect.

2.       Definitions.  All  capitalized  terms used but not defined herein shall
have the meanings assigned to them in the Lease.

3.       Compliance  With Law.  Section 10 is  amended  by adding the  following
language as the second sentence in section 10:

         Notwithstanding  the  foregoing,  Lessee shall not be  responsible  for
         compliance  with any laws,  codes,  ordinances,  requirements  or other
         governmental  directives  respecting the Premises where such compliance
         is not  related  specifically  to the  distinctive  manner  of use  and
         occupancy  by  Lessee  of the  Premises,  as  opposed  to the  use  and
         occupancy  of  the  Premises  by  any  tenant.  For  example,   if  any
         governmental  authority  should require the Premises to be structurally
         strengthened  against  earthquake,  or should  require  the  removal of
         asbestos  from the Premises and such  measures are imposed as a general
         requirement  applicable  to all tenants  rather than as a condition  to
         Lessee's specific use or occupancy of the Premises,  such work shall be
         performed by and at the sole cost of Lessor.


                                       1.

<PAGE>


4.       Improvements and Repairs. Section 12 is amended by adding the following
language at the end of section 12:

         As of the Effective  Date,  Lessor  represents and warrants that (i) it
         knows of no material  defects in the  Premises or Building  which would
         unreasonably interfere with Lessee's use and enjoyment of the Premises;
         and (ii) the mechanical, electrical, air conditioning,  ventilating and
         plumbing  system and  equipment  serving the Premises are in good order
         and repair, provided,  however, that the representations and warranties
         set  forth in this  sentence  shall  not be  deemed  to imply  that the
         Premises, the Building or the mechanical, electrical, air conditioning,
         ventilating  and  plumbing  systems  are  suitable  for any  particular
         purpose. Each of the foregoing representations and warranties contained
         herein  shall be true and correct as of the  Effective  Date and Lessor
         shall promptly  correct any violation of the foregoing  representations
         and warranties at its sole cost and expense.

5.       Liability  for  Injury.  Section 16 of the Lease is amended by deleting
the first  sentence of this section and  replacing  the same with the  following
language:

         Lessee  agrees to save Lessor  harmless and  indemnify  Lessor from all
         loss, damage, liability or expense incurred or claimed by reason of any
         injury or damage to any person or property which may be brought against
         Lessor or which Lessor may pay or incur arising from or relating to the
         use, occupancy and enjoyment of the Premises by Lessee, excluding those
         arising  from or  relating to the  negligence,  willful  misconduct  or
         omissions of Lessor,  its agents,  employees or contractors or a breach
         by Lessor of its  obligations  hereunder.  Lessor agrees to save Lessee
         harmless  and  indemnify  Lessee from all loss,  damage,  liability  or
         expense  incurred  or  claimed by reason of any injury or damage to any
         person or property which may be brought  against Lessee or which Lessee
         may pay or incur to the extent such  liabilities  or matters arise from
         or relate to the negligence, willful misconduct or omissions of Lessor,
         its  agents,  employees  or  contractors.  In the event that Lessor and
         Lessee shall both be negligent in respect of a particular  matter,  the
         losses,  damages,  liabilities  or expenses  incurred or claimed by any
         person in  respect  of such  matter  shall be borne by the  parties  in
         proportion to their respective relative negligence.

6.       Subordination.  Section  24 of the  Lease  is  amended  by  adding  the
following language at the end of this section:

         Lessor  represents to Lessee that as of the Effective Date there are no
         mortgages  or deeds of trust or other  liens  encumbering  the  demised
         premises.   Lessor  agrees  to  provide   Lessee  with  a  commercially
         reasonable  non-disturbance,  subordination and attornment agreement in
         favor of Lessee from any mortgagee or beneficiary under a deed of trust
         to whom Lessee is subordinating  its leasehold  interest as a condition
         precedent  to Lessee's  agreement  to be bound by this section 24. Such
         agreement  shall  provide  that  Lessee's  quiet  possession,  use  and
         enjoyment  of the  Premises  during  the Lease term (as the same may be
         extended) shall not be disturbed as long as Lessee is not in default of
         its 


                                       2.
<PAGE>

         obligations under the Lease.

7.       Property  Taxes and  Insurance.  Section  34 of the Lease is amended to
read as follows:

         Lessee to pay Property Taxes and Insurance,  as set forth in Section 16
         of this Lease, in addition to rent.

8.       Maintenance.  The following language is added at the end of Section 36:

         Notwithstanding  anything in this Lease to the  contrary,  Lessor shall
         keep, repair and maintain in good condition the structural  elements of
         the Building, including but not limited to the roof, exterior walls and
         foundation.  Lessee shall be responsible  for repair and maintenance of
         the parking lot and shall  reseal the parking lot every two years,  but
         shall not be  obligated  to repave the  parking  lot.  Lessee  shall be
         responsible for electrical maintenance.

9.       Option.  The following language is added at the end of Section 37:

         Lessee shall have the right to extend the Lease for one additional term
         of five (5)  years  (the  "Extended  Term")  upon the  same  terms  and
         conditions  of this Lease,  except Rent which  shall be  calculated  as
         provided  below. If Lessee desires to so extend the term of this Lease,
         Lessee  shall notify  Lessor in writing of its  intention no later than
         three (3) months prior to the  expiration  of the original  Lease term.
         Within  thirty  (30) days of  Lessor's  receipt  of  Lessee's  election
         notice,  Lessor shall notify Lessee in writing of the "prevailing rent"
         for the premises  during the  Extended  Term (the  "Prevailing  Rent").
         Within thirty (30) days of Lessee's receipt from Lessor of the proposed
         rent for the Extended  Term,  Lessee shall have the right to revoke its
         exercise of its extension  option by providing notice thereof to Lessor
         in writing.

         For purposes  hereof,  Prevailing Rent for the Extended Term shall mean
         the effective base rental rates (including periodic adjustments to such
         base rental rates) then being received for premises of similar size and
         quality to the Premises,  located in  industrial  parks in the Fountain
         Valley  area which are  similar in size and  quality to the  industrial
         park  in  which  the  Premises   are  located,   leased  for  terms  of
         approximately  five years, and otherwise  subject to leases  containing
         substantially   similar  terms  as  those   contained  in  this  Lease.
         Notwithstanding the foregoing,  "Prevailing Rent" shall not include any
         rental  value  attributable  to  improvements,  alterations,  fixtures,
         equipment and personal  property  installed at the Premises at Lessee's
         expense.

10.      Environmental.  The third  paragraph  of the  Addendum  to Lease  dated
December  1, 1996  ("Addendum")  is deleted in its  entirety  and the  following
substituted therefor:

         Lessor  shall  defend,  indemnify,  and hold Lessee  harmless  from and
         against any and all liability,  loss, suits, claims, actions, costs and
         expenses, including without limitation, any


                                       3.

<PAGE>



         attorneys'  fees,  arising  from  any  contamination  of  the  Premises
         (including  the  underlying  land and  ground  water) by any  Hazardous
         Materials,  where such  contamination  was not  caused by  Lessee.  The
         indemnity  obligations  of Lessor  under the Lease  shall  survive  the
         expiration or termination of the Lease.

         The Provisions of this Section 10 shall survive the  termination of the
         Lease for an indefinite period.

         Notwithstanding  anything  to the  contrary  contained  in  the  Lease,
         Lessee's  indemnification  obligation contained herein shall apply only
         to the use, manufacture,  storage or disposal of Hazardous Materials by
         Lessee,  its employees,  agents or contractors,  on, under or about the
         Premises.  Notwithstanding  anything to the  contrary  contained in the
         Lease,  Lessee may make use on the Premises of such Hazardous Materials
         as are connected with the businesses of plating and stamping.

11.      The   following   language   is   added  to  the   paragraph   entitled
"Improvements" in the Addendum:

         Notwithstanding  anything  to the  contrary  contained  in this  Lease,
         Lessee may make  alterations,  improvements  or changes to the Premises
         only  with  Lessor's  written  consent,   which  consent  will  not  be
         unreasonably  withheld.  Lessee  shall not be  required  to remove  any
         alterations,  additions  or  improvements  made  to the  Premises  with
         Lessor's written consent.

12.      Insurance. The phrase "paragraph 8.5" is hereby deleted from the second
line  of  the  last  paragraph  of the  Addendum  and  the  phrase  "herein"  is
substituted therefor.

13.      No Further  Modification.  Except as modified by this First  Amendment,
the Lease remains unchanged and in full force and effect.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       4.

<PAGE>



IN WITNESS WHEREOF, the undersigned have entered into this First Amendment.


V.R. Enterprises

By:
    ---------------------------------------------

Name:
    ---------------------------------------------

Title:
    ---------------------------------------------

Neutronic Stampings, Inc.


By:
    ---------------------------------------------

Name:
    ---------------------------------------------

Title:
    ---------------------------------------------


                                       5.
<PAGE>

                                     RELEASE


         This Release  ("Release")  is being  executed and delivered as of April
__,  1997,  by  _______________________  ("Releasor")  in favor of,  and for the
benefit  of,   Neutronic   Stampings,   Inc.,  a  California   corporation  (the
"Corporation"),  Elexsys International, Inc., a Delaware corporation ("Parent"),
and the other Releasees (as defined in Section 2).


                                    Recitals

         A.  Contemporaneously  with the execution and delivery of this Release,
pursuant  to a  Stock  Purchase  Agreement,  dated  as of  April  7,  1997  (the
"Agreement"),  among the Releasor,  Hector Regner, the Regner Family Trust dated
September 10, 1984,  the  Corporation  (as to Section 1.3 of the  Agreement) and
Parent,  Parent  is  purchasing  all of the  outstanding  capital  stock  of the
Corporation (the "Acquisition"). As a result of the Acquisition, the Corporation
is becoming a wholly owned subsidiary of Parent.

         B. Parent has required, as a condition to consummating the Acquisition,
that Releasor execute and deliver this Release.


                                    Agreement

         In order to induce Parent to consummate the Acquisition,  and for other
valuable  consideration  (the  receipt  and  sufficiency  of  which  are  hereby
acknowledged by Releasor), Releasor hereby covenants and agrees as follows:

         1.  Release.  Releasor,  for  herself  and for  each of her  Associated
Parties   (as   defined   in  Section   2),   hereby   generally,   irrevocably,
unconditionally  and  completely  releases  and forever  discharges  each of the
Releasees   (as   defined   in  Section   2)  from,   and  hereby   irrevocably,
unconditionally  and completely  waives and  relinquishes,  each of the Released
Claims (as defined in Section 2).

         2.  Definitions.

             (a) The term "Associated Parties," when used herein with respect to
Releasor,  shall mean and  include:  (i)  Releasor's  predecessors,  successors,
executors,  administrators,  heirs and estate; (ii) Releasor's past, present and
future assigns, agents and representatives;  (iii) each entity that Releasor has
the power to bind (by  Releasor's  acts or  signature)  or over  which  Releasor
directly or indirectly exercises control; and (iv) each entity of which Releasor
owns,  directly  or  indirectly,   at  least  50%  of  the  outstanding  equity,
beneficial, proprietary, ownership or voting interests.



<PAGE>




             (b) The term "Releasees" shall mean and include:  (i) Parent;  (ii)
the Corporation;  (iii) each of the direct and indirect  subsidiaries of Parent;
(iv) each other  affiliate of Parent;  and (v) the successors and past,  present
and future  assigns,  directors,  officers,  employees,  agents,  attorneys  and
representatives of the respective  entities  identified or otherwise referred to
in clauses "(i)" through "(iv)" of this sentence, other than Releasor.

             (c) The term "Claims" shall mean and include all past,  present and
future  disputes,   claims,   controversies,   demands,   rights,   obligations,
liabilities,  actions and causes of action of every kind and nature,  including:
(i) any unknown,  unsuspected or undisclosed claim; (ii) any claim or right that
may be asserted or  exercised  by  Releasor  in her  capacity as a  shareholder,
director,  officer or employee of the Corporation or in any other capacity;  and
(iii) any claim,  right or cause of action based upon any breach of any express,
implied, oral or written contract or agreement; (iv) any tort claim; and (v) any
indemnification claim.

             (d) The term  "Released  Claims"  shall mean and  include  each and
every Claim that (i) Releasor or any  Associated  Party of Releasor may have had
in the  past,  may  now  have  or may  have  in the  future  against  any of the
Releasees,   and  (ii)  has  arisen  or  arises  out  of,  or  relates  to,  any
circumstance,  agreement,  activity, action, omission, event or matter occurring
or existing on or prior to the date of this Release provided,  however, that the
Released Claims shall not include: (1) Releasor's rights, if any, against Parent
under the  Agreement;  or (2) any rights that  Releasor may have pursuant to the
Leases,  the Short Term Notes,  the Notes,  or the Security  Agreements (as such
terms are defined in the Agreement).

         3.  Representations  and Warranties.  Releasor  represents and warrants
that:

             (a) Releasor has not assigned,  transferred,  conveyed or otherwise
disposed of any Claim  against any of the  Releasees,  or any direct or indirect
interest in any such Claim, in whole or in part;

             (b) to the best of Releasor's knowledge,  no other person or entity
has any interest in any of the Released Claims;

             (c) to the best of Releasor's  knowledge,  no  Associated  Party of
Releasor has or had any Claim against any of the Releasees;

             (d) to the best of Releasor's  knowledge,  no  Associated  Party of
Releasor will in the future have any Claim against any Releasee that arises from
or relates to any circumstance,  agreement, activity, action, omission, event or
matter occurring or existing on or prior to the date of this Release;

             (e) this Release has been duly and validly  executed and  delivered
by Releasor;

             (f) this Release is a valid and binding  obligation of Releasor and
Releasor's


                                       2.
<PAGE>

Associated  Parties,  and  is  enforceable  against  Releasor  and  each  of her
Associated  Parties in  accordance  with its terms,  except as may be limited by
applicable bankruptcy, insolvency,  reorganization,  arrangement,  moratorium or
other similar laws affecting  creditors'  rights,  and subject to general equity
principles and to limitations on  availability  of equitable  relief,  including
specific performance;

             (g) there is no  action,  suit,  proceeding,  dispute,  litigation,
claim, complaint or investigation by or before any court, tribunal, governmental
body, governmental agency or arbitrator pending or, to the best of the knowledge
of Releasor, threatened against Releasor or any of Releasor's Associated Parties
that challenges or would challenge the execution and delivery of this Release or
the taking of any of the actions  required  to be taken by  Releasor  under this
Release;

             (h)  neither the  execution  and  delivery of this  Release nor the
performance  hereof will: (i) result in any violation or breach of any agreement
or other instrument to which Releasor or any of Releasor's Associated Parties is
a party or by which Releasor or any of Releasor's  Associated  Parties is bound;
or (ii) result in a violation  or any law,  rule,  regulation,  treaty,  ruling,
directive, order, arbitration award, judgment or decree to which Releasor or any
of Releasor's Associated Parties is subject; and

             (i) no  authorization,  instruction,  consent  or  approval  of any
person or entity is required  to be  obtained  by Releasor or any of  Releasor's
Associated Parties in connection with the execution and delivery of this Release
or the performance hereof.

         4.  Indemnification.  Without in any way  limiting any of the rights or
remedies otherwise  available to any Releasee,  Releasor shall hold harmless and
indemnify  each Releasee from and against,  and shall  compensate  and reimburse
each Releasee for, any loss, damage, injury, decline in value, lost opportunity,
liability, exposure, claim, demand, settlement,  judgment, award, fine, penalty,
tax, fee (including reasonable attorneys' fees) charge, cost (including costs of
investigation)  or expense of any nature  which are  suffered or incurred at any
time by any Releasee,  or to which any Releasee otherwise becomes subject at any
time,  and that arises out of or by virtue of, or relates to: (a) any failure on
the part of Releasor to  observe,  perform or abide by, or any other  breach of,
any  restriction,  covenant,  obligation,  representation,   warranty  or  other
provision  contained herein; (b) the assertion or purported  assertion of any of
the Released Claims by Releasor or, at any time such  Associated  Party is under
the  control of  Releasor,  any of  Releasor's  Associated  Parties;  or (c) any
inaccuracy  in or breach of any  representation  or  warranty  set forth in this
Release.

         5. Notices. Any notice or other communication  required or permitted to
be delivered to Releasor,  the Corporation or Parent under this Release shall be
in writing  and shall be deemed  properly  delivered,  given and  received  when
delivered (by hand, by registered  mail, by courier or express  delivery service
or by facsimile) to the address or facsimile  telephone number set forth beneath
the name of such party below (or to such other  address or  facsimile  telephone
number as such party shall have specified in a written notice given to the other
party 


                                       3.
<PAGE>

hereto):




                                       4.

<PAGE>



         if to the Corporation:              Neutronic Stampings, Inc.
                                             c/o Elexsys International, Inc.
                                             4405 Fortran Court
                                             San Jose, CA 95134
                                             Attention:  Chief Financial Officer
                                             Tel: (408) 743-5400
                                             Fax: (408) 743-5401


         if to Parent:                       Elexsys International, Inc.
                                             4405 Fortran Court
                                             San Jose, CA 95134
                                             Attention:  Chief Financial Officer
                                             Tel: (408) 743-5400
                                             Fax: (408) 743-5401


         if to Releasor:




         6.  Severability.  If any  provision of this Release or any part of any
such provision is held under any circumstances to be invalid or unenforceable in
any jurisdiction, then (a) such provision or part thereof shall, with respect to
such  circumstances  and in such  jurisdiction,  be deemed amended to conform to
applicable  laws so as to be  valid  and  enforceable  to the  fullest  possible
extent, (b) the invalidity or unenforceability of such provision or part thereof
under such  circumstances and in such jurisdiction shall not affect the validity
or   enforceability   of  such   provision  or  part  thereof  under  any  other
circumstances  or  in  any  other  jurisdiction,   and  (c)  the  invalidity  or
unenforceability of such provision or part thereof shall not affect the validity
or  enforceability  of the  remainder  of  such  provision  or the  validity  or
enforceability  of any other  provision of this Release.  Each provision of this
Release is separable from every other  provision of this Release,  and each part
of each  provision of this  Release is  separable  from every other part of such
provision.

         7. Governing  Law. This Release shall be construed in accordance  with,
and governed in all respects  by, the laws of the State of  California  (without
giving effect to principles of conflicts of laws).

         8.  Waiver.  No failure on the part of any  Releasee  to  exercise  any
power, right,  privilege or remedy under this Release,  and no delay on the part
of any Releasee in exercising any power,  right,  privilege or remedy under this
Release,  shall operate as a waiver of such power,  right,  privilege or remedy;
and no single or partial exercise of any such power, right,  privilege or remedy
shall  preclude  any other or further  exercise  thereof or of any other  power,
right, privilege or remedy. No Releasee shall be deemed to have waived any claim
arising out of this Release, or any power, right, privilege or remedy under this
Release, unless the waiver of 


<PAGE>

such  claim,  power,  right,  privilege  or remedy is  expressly  set forth in a
written  instrument duly executed and delivered on behalf of such party; and any
such waiver shall not be  applicable  or have any effect  except in the specific
instance in which it is given.

         9. Captions. The captions contained in this Release are for convenience
of  reference  only,  shall not be deemed to be a part of this Release and shall
not be referred to in connection with the construction or interpretation of this
Release.

         10.  Further  Assurances.  Releasor  shall  execute  and/or cause to be
delivered to the Corporation and Parent such instruments and other documents and
shall take such other actions as Corporation or Parent may reasonably request to
effectuate the intent and purposes of this Release.

         11. Entire Agreement.  This Release sets forth the entire understanding
of the parties  relating to the subject  matter hereof and  supersedes all prior
agreements and understandings between the parties relating to the subject matter
hereof.

         12. Amendments.  This Release may not be amended, modified, altered, or
supplemented  other  than by means of a written  instrument  duly  executed  and
delivered on behalf of Releasor, Parent and the Corporation.

         13.  Binding  Nature.  This Release  will be binding upon  Releasor and
Releasor's  Associated  Parties  and will  inure to the  benefit  of each of the
Releasees.

         14.  Attorneys'  Fees and Expenses.  If any legal action or other legal
proceeding  relating to the  enforcement  of any  provision  of this  Release is
brought  against  Releasor,  the  prevailing  party shall be entitled to recover
reasonable  attorneys' fees, costs and  disbursements  (in addition to any other
relief to which the prevailing party may be entitled).

         15. Construction.

             (a) For purposes of this  Release,  whenever the context  requires:
the singular number shall include the plural, and vice versa.

             (b)  Releasor  agrees that any rule of  construction  to the effect
that  ambiguities  are to be resolved  against the  drafting  party shall not be
applied in the construction or interpretation of this Release.

             (c) As used in this Release,  the words "include" and  "including,"
and  variations  thereof,  shall not be deemed  to be terms of  limitation,  but
rather shall be deemed to be followed by the words "without limitation."

             (d) Except as otherwise  indicated,  all references in this Release
to "Sections" are intended to refer to Sections of this Release.

<PAGE>

         Releasor has executed this Release as of the date first above written.



                                    --------------------------------------------

<PAGE>

                                 PROMISSORY NOTE




$_____________                                             San Jose, California
                                                                  April __, 1997


         FOR VALUE RECEIVED, the undersigned hereby unconditionally  promises to
pay to the order of , the holder,  at San Jose,  California,  in lawful money of
the     United     States     of     America     the     principal     sum    of
___________________________________________  ($_________________)  together with
interest  accrued  from the date hereof on the unpaid  principal  at the rate of
8.00% per annum, or the maximum rate permissible by law (which under the laws of
the State of California  shall be deemed to be the laws relating to  permissible
rates of interest on commercial loans),  whichever is less, on the date one year
after the date hereof.

         This promissory note (the "Note") shall be secured by certain shares of
common stock of Neutronic Stampings,  Inc.  ("Neutronic") in accordance with the
Security Agreement entered into on this date between holder and the undersigned.

         This  Note may be  prepaid  in  whole  or in part at any  time  without
penalty.  All money paid toward the  satisfaction  of this Note shall be applied
first  to the  payment  of  interest  as  required  hereunder  and  then  to the
retirement of the principal.

         Reference is made to that certain Stock Purchase  Agreement dated April
7, 1997, among the holder, Vanna Regner,  Hector Regner, the Regner Family Trust
(dated September 10, 1984), Neutronic and the undersigned,  for additional terms
to which this Note is subject.

         This Note shall be governed by, and construed, enforced and interpreted
in accordance with, the laws of the State of California,  excluding  conflict of
laws  principles  that  would  cause  the  application  of  laws  of  any  other
jurisdiction.

                                       ELEXSYS INTERNATIONAL, INC.,
                                       a Delaware corporation

                                       By:   ___________________________

                                       Name: ___________________________

                                       Title:___________________________


<PAGE>


                                   SHORT TERM
                                 PROMISSORY NOTE




$500,000.00                                   San Jose, California
                                                    April __, 1997


         For Value Received, the undersigned hereby unconditionally  promises to
pay to the  order  of_____________________________,  the  holder,  at San  Jose,
California, in lawful money of the United States of America the principal sum of
Five Hundred Thousand Dollars ($500,000) together with interest accrued from the
date  hereof on the  unpaid  principal  at the rate of 8.00% per  annum,  or the
maximum rate permissible by law (which under the laws of the State of California
shall be deemed to be the laws  relating  to  permissible  rates of  interest on
commercial  loans),  whichever  is less,  on the date thirty days after the date
hereof.

         This promissory note (the "Note") shall be secured by certain shares of
common stock of Neutronic Stampings,  Inc.  ("Neutronic") in accordance with the
Security Agreement entered into on this date between holder and the undersigned.

         This  Note may be  prepaid  in  whole  or in part at any  time  without
penalty.  All money paid toward the  satisfaction  of this Note shall be applied
first  to the  payment  of  interest  as  required  hereunder  and  then  to the
retirement of the principal.

         Reference is made to that certain Stock Purchase  Agreement dated April
7, 1997, among the holder, Vanna Regner,  Hector Regner, the Regner Family Trust
(dated September 10, 1984), Neutronic and the undersigned,  for additional terms
to which this Note is subject.

         This Note shall be governed by, and construed, enforced and interpreted
in accordance with, the laws of the State of California,  excluding  conflict of
laws  principles  that  would  cause  the  application  of  laws  of  any  other
jurisdiction.

                                       Elexsys International, Inc.,
                                       a Delaware corporation


                                       By:    ___________________________

                                       Name:  ___________________________

                                       Title: ___________________________



<PAGE>

                                 EXHIBIT 2.5(e)


1.       A down  payment of $12,000 was paid by James Tong / Quality  Tool & Die
         and received by the  Corporation in connection  with the Purchase order
         identified as Item 2 of Exhibit 2.5(f).



<PAGE>



                                 EXHIBIT 2.5(f)


1.       Purchase  order,  dated  3/21/97,  from  Wearnes  Hollingsworth  to the
         Corporation (Purchase Order No. 102316).

2.       Purchase order, dated 3/21/97,  from James Tong / Quality Tool & Die to
         the Corporation (Purchase Order No. 002606).

3.       Purchase  order,  dated  12/19/96,  from Circuit  Assembly  Corp to the
         Corporation (Purchase Order No. A30331).


<PAGE>



                                 EXHIBIT 2.5(h)


1.       See Section 4.5 of the Agreement

<PAGE>


                                 EXHIBIT 2.5(k)


1.       Personal  gasoline  and car wash  expenses  in an amount  not to exceed
         $300.



<PAGE>



                                 EXHIBIT 2.5(l)


1.       See Exhibits 2.5(e), 2.5(f), 2.5(h) and 2.5(k)


<PAGE>

                                 EXHIBIT 2.6(b)


1.       Bruderer BSTA 30-II High Speed  Automatic  Punch Press,  including Roll
         Feed Type 202/120 (Serial no. 1403) (leased from the Corporation to H &
         V Services).

2.       Bruderer BSTA 30-II High Speed  Automatic  Punch Press,  including Roll
         Feed Type 202/120 (Serial no. 1477) (leased from the Corporation to H &
         V Services).

3.       Plating machine leased from Symtron Corporation to Neutronic Plating.

4.       Loaned dies:

         DESCRIPTION                        QTY.  P/N
         -----------                        ----  ---
         AMP
         ---
         11-5431                            1     Inactive last 3 years
         11-622004                          1     Inactive last 3 years

         Burndy
         ------
         89331                              1     Inactive last 5 years
         89332                              1     Inactive last 5 years

         Component Equipment Co., Inc.
         -----------------------------
         .100x.200                          1     1001-X
         .125x.250                          1     1252-X
         .156x.250                          1     1562-X

         Elexsys International
         ---------------------
         Die                                1     SSC 1020-550-725
         Die                                1     SSC 1225-550-725
         Die                                1     SSC 1562-460-725
         Die                                1     SKP 121880

         ELCO
         ----
         Die                                1     5360-12 Inactive last 3 years

         Circuit Assembly Corp.
         ----------------------
         VDO die                            1     Obsolete
         Die               #3025            1     11209-X
         IDS2 die          #3020            1     11247
         Die               #3028            1     11063-X
         Die               #3027            1     11046-X



<PAGE>


         NFDP              #3038            2     11243
         NFDS              #3036            1     11238

         DESCRIPTION                        QTY.    P/N
         -----------                        ----    ---

         Circuit Assembly Corp. (cont.)
         ------------------------------
         NFS               #3042            1
         NFT               #3034            1

         Component Equipment Co., Inc.
         -----------------------------
         Die                                1       PCF 1000-X
         Die                                1       PCF 4000-X
         Die                                1       PCF 3000-X
         Die                                1       PSH/PCH 2001-X

         Dynatech
         --------
         Dynatech die                       1       Obsolete

         H & V Services
         --------------
         Die                                2       SCP 100-370-500

         Teledyne
         --------
         Die                                1       412-170
         Die                                1       412-170 Obsolete

         Viking (PCD Tools)
         ------------------
         Die                                1       215-410-200
         Die                                1       214-613
         Die                                1       002-61-007 Inactive last
                                                    2 years

         Bechman
         -------
         Die                                1       200-304-23


An  additional  eight (8) dies exist;  six (6) of which are complete and two (2)
currently are in construction. Vanna Regner will identify all such dies prior to
the Closing.


<PAGE>



                                 EXHIBIT 2.6(c)


Hector Regner & Vanna Regner
----------------------------

1.       618HA Hand Feed Surface Grinder (22305) (owned).

2.       G-18 Jig Moore Grinder (owned).

3.       Bruderer 8011              BSTA 60 (owned).

4.       Bruderer 7113              BSTA 30-I (owned).

5.       Bruderer 7321              BSTA 30-I (owned).

6.       Bruderer 6814              BSTA 30-I (owned).

7.       Bruderer 6818              BSTA 30-I (owned).

8.       Bruderer 6360              BSTA 30-I (owned).


<PAGE>





                                 EXHIBIT 2.6(f)


1.       None.

<PAGE>


<TABLE>


                                Exhibit 2.7(a)(1)
<CAPTION>

<S>                                        <C>                                  <C>                  <C>    
47 Dies Identified
 6 To be Identified
 2 in Consruction
-------------------
 55 Total

                                                                                                     March 10, 1997
                                                                                                    ---------------

                                                                                                      List of dies:
                                                                                                    ---------------
                                                          AMP
                                                          ---


Description                                 Qty.                                P/N
----------                                  ---                                 ---
11-5431                                     1                                   Inactive last 3 years
11-622004                                   1                                   Inactive last 3 years

                                                        BURNDY
                                                        ------

Description                                 Qty.                                P/N
----------                                  ---                                 ---
89331                                       1                                   Inactive last 3 years
893332                                      1                                   Inactive last 3 years

                                               COMPONENT EQUIPMENT CO., INC.
                                               -----------------------------

Description                                 Qty.                                P/N
----------                                  ---                                 ---
 .100x.200                                   1                                   1001-X
 .125X.250                                   1                                   1252-X
 .156X.250                                   1                                   1562-X

                                                  ELEXSYS INTERNATIONAL
                                                  ---------------------
Description                                 Qty.                                P/N
----------                                  ---                                 ---
Die                                         1                                   SSC 1020-550-725
Die                                         1                                   SSC 1225-550-725
Die                                         1                                   SSC 1562-460-725
Die                                         1                                   SKP 121880


<PAGE>



                                                        ELCO
                                                        ----
Description                                 Qty.                                P/N
----------                                  ---                                 ---
Die                                         1                                   5360-12 Inactive last 3 years

                                                 CIRCUIT ASSEMBLY COPR.
                                                 ----------------------
Description                                 Qty.                                P/N
----------                                  ---                                 ---
VDO die                                     1                                   Obsolete
Die               #3025                     1                                   11209-X
IDS2 die          #3020                     1                                   11247
Die               #3028                     1                                   11063-X
Die               #3027                     1                                   11046-X
NFDP              #3038                     2                                   11243
NFDS              #3036                     1                                   11238
NFS               #3042                     1
NFT               #3034                     1

                                                COMPONENT EQUIPMENT CO, INC.
                                                ----------------------------
Description                                 Qty.                                P/N
----------                                  ---                                 ---
Die                                         1                                   PCF 1000-X
Die                                         1                                   PCF 4000-X
Die                                         1                                   PCF 3000-X
Die                                         1                                   PSH/PCH 2001-X

                                                        DYNATECH
                                                        --------
Description                                 Qty.                                P/N
----------                                  ---                                 ---
Dynatech die                                1                                   Obsolete

                                                     H & V SERVICES
                                                     --------------
Description                                 Qty.                                P/N
----------                                  ---                                 ---
Die                                         2                                   SCP 100-370-500
</TABLE>
<PAGE>



                            NEUTRONIC STAMPINGS, INC.
                            -------------------------
Description                                 Qty.                       P/N
-----------                                 ---                        ---
 .100 SIC Complaint                          1

 .100 C-C .100 x .200 Cantilever              1                      NS102-X

 .100 C-C .100 x .200 -/- 2up die             1                      NS102-X

 .125 C-C .125 x .250 Cantilever              1                      NS202-X

 .100 C-C Bandolier P/N die                   1                      NS602-X

 .125 C-C Bandolier P/N die                   1                      Obsolete

 .200 C-C Bandolier P/N die                   1                      Obsolete

 .100 C-C Pin die (SPK)                       1                      NS401-X

 .100 C-C Socket din die                      1                      NS701-X

 .100 C-C Complaint pin die                   1                      NS405-X

 .100 C-C Bandolier bellow die                1                      NS501-X


                                    TELEDYNE
                                    --------
Description                                 Qty.                       P/N
-----------                                 ---                        ---
Die                                          1                      412-170

Die                                          1                      412-170
                                                                    Obsolete

                               VIKING (PCD TOOLS)
                               ------------------
Description                                 Qty.                       P/N
-----------                                 ---                        ---
Die                                          1                     215-410-200

Die                                          1                     214-613

Die                                          1                     002-61-007 
                                                                   Inactive last
                                                                   2 years


                                     BECHMAN
                                     -------
Description                                 Qty.                       P/N
-----------                                 ---                        ---
Die                                          1                     200-304-23



<PAGE>



                              ASSETS OWNED BY H & V SERVICES (BLUE)

                          Schedule of Assets - Machinery and Equipment

 Asset                                                 Date
  No.              Name of Asset                     Acquired              Cost
------             -------------                     --------              -----
01                 RAPID Air Reel                     11/83               1,598

02 & 02A           2 Lazy Susan Uncoilers             12/83                 928

03                 Rapid Air Reel                      1/84               1,023

04                 Bruderer BSTA 30 II (S.N. 1069)     2/84              89,349

05 & 05A           2 Rapid Air Reels                   5/84               3,175

06 & 06A           2 Lo-Boy De-Reelers                 8/87               7,688

07                 Traverse Wound De-Coiler            2/91               3,752

08                 Scale                               7/91               1,643

09                 Traverse Wound De-Coiler            7/91               3,233

10                 Traverse Wound De-Coiler            7/91               3,233

11                 Traverse Wound De-Coiler            4/92               3,233

12                 PR-TWR-LO-BOY                       3/94               3,873




                               HECTOR & VANNA REGNER (Burgundy)

                                      Schedule of Assets
                                      ------------------

 Asset                                                 Date
  No.              Name of Asset                     Acquired              Cost
------             -------------                     --------              -----

001                618HA Hand Feed Surface            10/84            $ 18,000
                   Grinder (22305)

003                G-18 Jig Moore Grinder              5/82              89,814

004                Bruderer 8011   BSTA 60             6/82             141,976

005                Bruderer 7113   BSTA 30-I          12/84              44,202

006                Bruderer 7321   BSTA 30-I          12/84              44,202

007                Bruderer 6814   BSTA 30-I          12/83              44,212

008                Bruderer 6818   BSTA 30-I          12/83              44,212


<PAGE>

                               HECTOR & VANNA REGNER (Burgundy)

                                      Schedule of Assets
                                      ------------------

 Asset                                                 Date
  No.              Name of Asset                     Acquired              Cost
------             -------------                     --------              -----

009                Bruderer 6360   BSTA 30-I           4/83              43,311



<PAGE>


(Yellow)
                    ASSETS OWNED BY NEUTRONIC PLATING SERVICE

                  Schedule of Assets - Machinery and Equipment
                  --------------------------------------------

 Asset                                                 Date
  No.              Name of Asset                     Acquired              Cost
------             -------------                     --------              -----

1

2               P H /Meter                             6/83            $  3,064

3

5

6

7

8               Equipto Beams for Existing Rack lpr.    3/84                680

9

10              Used Plating Line & Plating cells       9/84             37,672
                  WesternThermal-Parts (Elect)          1/85              2,130
                  Labor/ Elect.                         1/85              3,648
                  Electrical                            3/85              2,232
                  Electrical                            5/85              1,250
                  New Add'l Equip/Attachments           6/86              8,100
                  New Add'l Equip/Attachments           8/86              7,914
                  Construction/ Refurbishing            6/86                750
                  Labor-Platic fabrication              9/86              2,980
                  Refurbishing                          4/88              5,871
                  Syncro-Plat III Cells and Lids        8/67              5,830

11              Brush Plating Apparatus                 4/85             45,224

12

13              Bausch & Lomb Stereo Zoom Microsc.      2/86                925

14              60" Selective Plating Cell              3/86             26,500

16              Tecton PDM-2040                         1/87              7,928

17              Tecton PDM-2040                         2/87              7,928

18              Tecton PDM-2040                         7/87              7,928

19              IL 157 Atomic Absorption                9/87              8,331
                Spectrophotometer

20              Double Take-up Assembly                 8/87              5,714

<PAGE>

 Asset                                                 Date
  No.              Name of Asset                     Acquired              Cost
------             -------------                     --------              -----

21

22              Rotary Brush Plater                     3/89             12,932

23              DEGREASING UNIT                         5/94              3,117

24              CUSTOM HOR/VER TAKEUP                   9/95              5,390

25              X-RAY SYSTEM                           10/95             38,008

26              PERCULATOR FILTER SYSTEM               10/95              2,706

27              GEMSTONE FILTER PRESS                   9/96              6,907


<PAGE>



                       ASSETS OWNED BY NEUTRONIC STAMPING

                         Schedule of Assets - Category 1
                         -------------------------------

 Asset                                                 Date
  No.              Name of Asset                     Acquired              Cost
------             -------------                     --------              -----

3              Fosdick Drill Press                      1972                 912

5

6              Grob Band Saw                            1975               2,597

7              Bruderer BSTA-I  SN 4050                 1975              28,624

8              Gage Block Set                           1977                 394

9              2-Torit-Dust Collector                   1977                 864

10             Bruderer BSTA-I  SN 4167                 1976              29,588

12             Big Joe Lift Truck                       1976                 897

13             Rapid Air Reel                           1976                 869

14             Drafting Table                           1975                 600

16/16-A        Welding Equip./Sine Plate                1976               1,407

17

19             Heptell Torit-Dust Collector             12/79              1,164

20             Motorized Cylindrical Fixture            4/80               1,198

21

22             Gerney Harig Grinding Fixture            5/79                 750

23             Rapid Air Reel                           2/76                 737

25             Rapid Air Reel                           1/77                 839

26             Lazy Susan                               2/77                 212

27             Rapid Air Reel                           5/78               1,511

28             Rapid Air Reel                           10/78              1,002

29             Rapid Air Reel                           7/79               1,030

30

31             Lazy Susan                               10/79                360

32             Rapid Air Reel                           3/80                 955


<PAGE>



 Asset                                                 Date
  No.              Name of Asset                     Acquired              Cost
------             -------------                     --------              -----

34             P G Optidress                            4/80               5,745

36             Howe Richarson Scale                      3/78                588

37             Nikon Microscope                          2/76                647

38             Norton Truing Device                      6/76                292

39             Econ/Elevating Table 2000                 5/78                546

40             Econ/Shop Lifter CW -54                   5/79                949

41             Econ/Elevating Table 2000                 5/78                588

42             Bridgeport Milling Machine                8/78              6,493

44             Bruderer BSTA 30-I  SN 5022               1/79             38,603

45             Bruderer BSTA 30-I  SN 5163               4/79             37,780

46             Clark Forklift  UT                        2/79              4,240

47             Bruderer BSTA 30-I  SN 5265               8/79             40,116

48             Shelving                                  10/79               680

49             Shelving                                  1/80              1,128

50

51             Bruderer BSTA 30-II  SN 1403              12/79            81,520

52             Bruderer BSTA 30-II  SN 1477              8/80             92,153

53             Brown & Sharpe 618 Grinder                9/80             21,702

54             Bruderer BSTA 30-I  SN 5593               8/80             43,994

55             Econ/Elevating Table 2000                 6/80                636

56

57

58             Rapid Air Reel                            7/80              1,263

59             Lazy Susan                                7/80                342

60             Rapid Air Reel                            8/80              1,264

61             Rapid Air Reel                            10/80             1,264

63             Toolmaker Microscope-Nikon                11/80             3,688
                                                         

<PAGE>



 Asset                                                 Date
  No.              Name of Asset                     Acquired              Cost
------             -------------                     --------              -----

64             Unitron Microscope                        11/80             1,328

65             Bruderer BSTA 30-I  SN 5738               11/80            42,533
                                                                          
66             Reid Model 618-Grinder                    11/80            12,699

67             Reid Model HR Grinder                     11/80            11,983

68             P G Optidress                             11/80             5,980

69             Bruderer BSTA 30-II  SN 1573              2/81             91,096

70             Big Joe Lift Truck                        5/81              1,429

71             Rapid Air Reel                            4/81              1,370

72             Rapid Air Reel                            5/81              1,299

73             Torit-Cabinet Filter Collector            5/81              1,250

74             Rapid Air Reel                            8/81              1,554

75             Rapid Air Reel                            8/81              1,533

80             Bruderer BSTA 30-II  SN 1646              9/81             94,276

81

82             Rapid Air Reel                            10/81             1,554

83             Econ/Elevating Table 2000                 10/81               673

84             Econ/Elevating Table 2000                 10/81               673

85

86             Bridgeport Milling Machine                3/82              8,934

87             Spool Rack                                5/82              1,272

90             Parker-Majestic Surface Grinder           11/82            22,069

91             Parker-Majestic Surface Grinder           11/82            22,069

92             Opti-Comparator Gage Master               11/82             5,978

93             Fowler Gate Block Set                     11/82             2,153

94             Econ/Elevating Table 2000                 2/83                763

95             Lazy Susan                                2/83                392

96             Lazy Susan                                2/83                392
                                                                           

<PAGE>

 Asset                                                 Date
  No.              Name of Asset                     Acquired              Cost
------             -------------                     --------              -----

97             Nikon Microscope                          2/83              1,307

98             Nikon Microscope                          2/83              1,306

99             Big Joe Lift Truck                        3/83              1,643

100
                                                                           
101            Gage Master Comparator                    3/83              5,195

102

103

104            Pallet Racks                              4/83              1,962

105            Mojave Granite Surface Plate              4/83                900

106            Mojave Granite Steel Base                 4/83                900

107            Reid Model 618 Grinder                    5/83             15,202

108

109

110

111

114            Torit-Dust Collector                      11/83             1,018

115            Mitutoyo Gage Block                       11/83               453

116            Surface Grinder                           11/83            13,370

117            Harig Grind-All                           11/83             1,933

120            Yale Forklift                             5/84              3,500

121            Cam Roll Feed R-1029                      10/83             7,261

121-A

121-B

122            Rapid Air Reel                            7/84              1,587

122-A          Rapid Air Reel                            7/84              1,588

123            Lazy Susan                                10/84               880

124            Big Joe Lift Truck                        10/84             1,548

<PAGE>




 Asset                                                 Date
  No.              Name of Asset                     Acquired              Cost
------             -------------                     --------              -----

125            Cam Roll Feed-Bruderer                    10/84             7,261

126            Econ/Elevating Table 2000                 10/84             1,643

127            Opti-Comparator Gage Master               11/84             6,040

127-A          Opti-Comparator Gage Master               11/84             6,041

128            Ingersoll-Rand Compressor                 11/84             9,875

128-A          Ingersoll-Rand Dryer                      11/84             2,160

129

130            Agiecut EMT 1.10                          7/85             44,211

132            2-Lyon Cabinet Benches                    2/86                691

133            Grind-All #1                              2/86              1,566

136            Ledge Inspection Surface Plate            2/86                315

138            Microscope SMZ-2B with                    6/86              1,744
               Accessories

141            Lo-Boy De-Reeler  SN 21187                6/87              3,436

142            Air Compressor (from Universal            3/85              2,300
               9/87)

143            Toyota Forklift                           3/85              4,900

147            Air Compressor/Dryer                      4/85                774

148            Bruderer Cam Feed For 3OT-I               11/87             7,632

149            Lo-Boy De-Reeler  SN 12287                1/88              3,129

152            Traverse Wound De-Coiler  S.N.            12/90             3,294
               1021

153            Traverse Wound De-Coiler  S.N.            12/90             3,294
               1022

154            MTI 950-928 Comparator                    1/91             11,368
               w/attachments

155            Traverse Wound De-Coiler  S.N.            4/92              3,232
               1034

156            2 Takeup Machines/Tension                 1/95             11,960
               Control Dev.

<PAGE>


 Asset                                                 Date
  No.              Name of Asset                     Acquired              Cost
------             -------------                     --------              -----

157            Ingersoll Rand Air Compressor             9/96              5,853

158

<PAGE>


                                EXHIBIT 2.7(a)(2)


Neutronic Stampings
-------------------
Description                                          Qty.               P/N
-----------                                          ----               ----
 .100 SIC Compliant                                   1
 .100 C-C .100 x .200 Cantilever                      1                 NS102-X
 .100 C-C .100 x .200 -- 2-Up die                     1                 NS102-X
 .125 C-C .125 x .250 Cantilever                      1                 NS 202-X
 .100 C-C Bandolier P/N die                           1                 NS602-X
 .125 C-C Bandolier P/N die                           1                 Obsolete
 .200 C-C Bandolier P/N die                           1                 Obsolete
 .100 C-C Pin die (SPK)                               2                 NS401-X
 .100 C-C Socket din die                              1                 NS701-X
 .100 C-C Compliant pin die                           1                 NS405-X
 .100 C-C Bandolier bellow die                        1                 NS501-X
Burndy Form Die P/N 88758                            1                 Obsolete


An  additional  eight (8) dies exist;  six (6) of which are complete and two (2)
currently are in construction. Vanna Regner will identify all such dies prior to
the Closing.


<PAGE>


                                   EXHIBIT 2.8


1.      Agreement,  dated 12/14/95,  by and between the Corporation and CECO for
        the construction of a die. The Corporation completed construction of the
        die, but to date, the Corporation has not received payment.

2.      Consulting Fee Addendum,  dated 4/5/94,  by and between the Corporation,
        Hector Regner, Dietronic Stampings, Inc. and Juergen Krogmann, entitling
        Mr.  Krogmann  to five  percent  (5%) of gross  proceeds  billed to A.W.
        Industries by the  Corporation.  To date,  no such sales or  commissions
        have been paid.

3.      See Exhibit 2.5(f)


<PAGE>



                                  EXHIBIT 2.11


1.      The  Corporation  is aware  that  two to five  employees  currently  are
        working with illegal social security numbers.

2.      See Exhibit 2.12

<PAGE>


                                  EXHIBIT 2.12


1.      High speed presses located on company  property lack sound enclosures to
        bring noise levels to Osha Standards.

2.      Notice of violation from Orange County  Sanitation  District ("Notice of
        Violation"),  dated 8/1/95, to Neutronic Plating and non-compliance bill
        for $519.00.

3.      Notice of Violation, dated 6/24/93, to Neutronic Plating.

4.      Notice  of  Violation,   dated   4/20/90,   to  Neutronic   Plating  and
        non-compliance bill for $46.50.

5.      Notice  of  Violation,   dated   2/26/89,   to  Neutronic   Plating  and
        non-compliance bill for $2.40.

6.      Notice  of   Violation,   dated   9/8/88,   to  Neutronic   Plating  and
        non-compliance bill for $13.60.

7.      Notice  of  Violation,   dated   1/28/88,   to  Neutronic   Plating  and
        non-compliance bill for $6.00.

8.      Notice  of  Violation,   dated  10/15/87,   to  Neutronic   Plating  and
        non-compliance bill for $103.00.

9.      Notice  of   Violation,   dated   7/8/87,   to  Neutronic   Plating  and
        non-compliance bill for $32.00.

10.     Notice  of  Violation,   dated   4/24/87,   to  Neutronic   Plating  and
        non-compliance bill for $23.50.

11.     Notice  of   Violation,   dated   1/8/87,   to  Neutronic   Plating  and
        non-compliance bill for $5.00.

12.     Hazardous  Waste  Inspection  Report,  dated  1/27/97,  by Orange County
        Health Care Agency.

13.     See Compliance Audit, dated 7/6/94, prepared by ATEC Associates, Inc.

14.     See Report of Preliminary Site  Investigation,  dated 2/25/97,  by Atlas
        Environmental Engineering, Inc., as supplemented by Addendum dated March
        24, 1997.

<PAGE>


15.     Currently,  neither the Corporation nor either Partnership has scrubbers
        or permits to install such equipment for use in the plating process.



<PAGE>

                                  EXHIBIT 2.20


1.      Letter,  dated  September  22, 1986,  from AMP  Incorporated  ("AMP") to
        Symtron  Corporation  regarding  infringement  of  U.S.  Patent  No.  B1
        4,186,982 held by AMP.

2.      1978  patent   infringement   suit  by  Custom   Stamping   against  the
        Corporation,  Hector Regner and Vanna  Regner.  The case was settled and
        only attorney costs were incurred.