Exhibit 10.49

ASSET PURCHASE AND SALE AGREEMENT

(Dated as of January 31, 2006)



by and among

SANMINA-SCI CORPORATION,

and

SANMINA -SCI USA, INC.

and

SANMINA-SCI SYSTEMS SINGAPORE PTE. LTD.

and

ADAPTEC, INC.

and

ADAPTEC MANUFACTURING (S) PTE. LTD



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TABLE OF CONTENTS

|            |                                                                                           |  | Page(s)
|----------- | ----------------------------------------------------------------------------------------- |  | -------
|ARTICLE I   | DEFINITIONS                                                                               |  | 1      
|            | 1.1        Certain Definitions                                                            |  | 1      
|ARTICLE II  | PURCHASE AND SALE OF ASSETS                                                               |  | 8      
|            | 2.1        Purchase and Sale of Assets                                                    |  | 8      
|            | 2.2        Assumption of Liabilities                                                      |  | 10     
|            | 2.3        Closing                                                                        |  | 12     
|            | 2.4        Post-Closing Purchase Price Adjustments                                        |  | 13     
|            | 2.5        Prorations                                                                     |  | 15     
|            | 2.6        Taxes                                                                          |  | 15     
|            | 2.7        Exemptions                                                                     |  | 16     
|            | 2.8        Nontransferable Assets                                                         |  | 16     
|            | 2.9        Taking of Necessary Action; Further Action                                     |  | 17     
|            | 2.10        Allocation of Purchase Price Consideration                                    |  | 17     
|            | 2.11        Earn-Out Consideration                                                        |  | 17     
|ARTICLE III | REPRESENTATIONS AND WARRANTIES OF SELLER                                                  |  | 20     
|            | 3.1        Organization, Qualification, and Corporate Power                               |  | 21     
|            | 3.2        Authorization                                                                  |  | 21     
|            | 3.3        No Conflicts                                                                   |  | 21     
|            | 3.4        Consents                                                                       |  | 21     
|            | 3.5        Business Unit Financial Data                                                   |  | 21     
|            | 3.6        Legal Compliance                                                               |  | 22     
|            | 3.7        Tax Matters                                                                    |  | 22     
|            | 3.8        Title of Properties; Absence of Liens and Encumbrances; Condition of Equipment |  | 22     
|            | 3.9        Intellectual Property                                                          |  | 23     
|            | 3.10        Contracts                                                                     |  | 25     
|            | 3.11        Insurance                                                                     |  | 26     
|            | 3.12        Litigation                                                                    |  | 26     
|            | 3.13        Restrictions on Business Activities                                           |  | 26     
|            | 3.14        Product Warranty                                                              |  | 26     
|            | 3.15        Employees                                                                     |  | 26     
|            | 3.16        Employee Matters and Benefit Plans                                            |  | 26     
|            |                                                                                           |  |        

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|            | 3.17        Labor Matters                                               |  | 27
|----------- | ----------------------------------------------------------------------- |  | --
|            | 3.18        Environment, Health and Safety                              |  | 27
|            | 3.19        Real Estate Representations                                 |  | 28
|            | 3.20        Fees                                                        |  | 29
|            | 3.21        Sufficiency of Purchased Assets                             |  | 29
|            | 3.22        Operations Permits                                          |  | 29
|            | 3.23        Non-Governmental Certifications                             |  | 29
|            | 3.24        Customers                                                   |  | 30
|            | 3.25        Suppliers                                                   |  | 30
|            | 3.26        No Adverse Developments                                     |  | 30
|            | 3.27        Inventories                                                 |  | 30
|ARTICLE IV  | REPRESENTATIONS AND WARRANTIES OF PARENT AND BUYER                      |  | 30
|            | 4.1        Organization, Qualification, and Corporate Power             |  | 30
|            | 4.2        Authorization                                                |  | 31
|            | 4.3        No Conflicts                                                 |  | 31
|            | 4.4        Consents                                                     |  | 31
|            | 4.5        Payment of Purchase Price                                    |  | 31
|ARTICLE V   | PRE-CLOSING COVENANTS                                                   |  | 32
|            | 5.1        Operation of Business                                        |  | 32
|            | 5.2        Access to Information                                        |  | 33
|            | 5.3        Notice of Developments                                       |  | 34
|            | 5.4        No Solicitation                                              |  | 34
|            | 5.5        Reasonable Efforts                                           |  | 34
|            | 5.6        Notices and Consents                                         |  | 34
|            | 5.7        Employee Matters                                             |  | 35
|ARTICLE VI  | OTHER AGREEMENTS AND COVENANTS                                          |  | 36
|            | 6.1        Confidentiality                                              |  | 36
|            | 6.2        Additional Documents and Further Assurances                  |  | 36
|            | 6.3        Covenant Not to Compete                                      |  | 36
|            | 6.4        Covenants Regarding Books and Records and Retained Materials |  | 38
|            | 6.5        Amendment to Singapore Transaction Inventory Put             |  | 39
|ARTICLE VII | CONDITIONS TO THE CLOSING                                               |  | 39
|            | 7.1        Conditions to Parent's and Buyer's Obligation to Close       |  | 39
|            |                                                                         |  |   

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|             | 7.2        Conditions to Seller's Obligations to Close |  | 41
|------------ | ------------------------------------------------------ |  | --
|ARTICLE VIII | SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS  |  | 42
|             | 8.1        Representations, Warranties and Covenants   |  | 42
|ARTICLE IX   | INDEMNIFICATION                                        |  | 42
|             | 9.1        Indemnification by Seller                   |  | 42
|             | 9.2        Indemnification by Buyer and Parent         |  | 43
|             | 9.3        Notice and Opportunity to Defend            |  | 43
|             | 9.4        Remedies                                    |  | 44
|             | 9.5        Certain Limitations                         |  | 44
|ARTICLE X    | TERMINATION                                            |  | 46
|             | 10.1        Termination of the Agreement               |  | 46
|             | 10.2        Effect of Termination                      |  | 46
|ARTICLE XI   | MISCELLANEOUS                                          |  | 47
|             | 11.1        Press Releases and Public Announcements    |  | 47
|             | 11.2        No Third Party Beneficiaries               |  | 47
|             | 11.3        Entire Agreement and Modification          |  | 47
|             | 11.4        Amendment                                  |  | 47
|             | 11.5        Waivers                                    |  | 47
|             | 11.6        Successors and Assigns                     |  | 47
|             | 11.7        Counterparts                               |  | 48
|             | 11.8        Headings                                   |  | 48
|             | 11.9        Notices                                    |  | 48
|             | 11.10        Governing Law                             |  | 48
|             | 11.11        Severability                              |  | 49
|             | 11.12        Expenses                                  |  | 49
|             | 11.13        Construction                              |  | 49
|             | 11.14        Seller Disclosure Letter                  |  | 49
|             | 11.15        Attorneys' Fees                           |  | 49
|             | 11.16        Further Assurances                        |  | 49
|             | 11.17        Time of Essence                           |  | 49
|             | 11.18        Consent to Jurisdiction                   |  | 49
|             | 11.19        Schedules and Exhibits                    |  | 50
|             | 11.20        Guarantee by Parent                       |  | 50

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EXHIBITS

|Exhibit A |  |  | Form of Buyer Supply Agreement       
|--------- | - |  | -------------------------------------
|Exhibit B |  |  | Form of Lease Assumption Agreement   
|Exhibit C |  |  | Form of License Agreement            
|Exhibit D |  |  | Form of Transition Services Agreement

SCHEDULES

|Schedule 1.1(k)         |  | Business Designs                           
|----------------------- |  | -------------------------------------------
|Schedule 1.1(l)         |  | Business Intellectual Property             
|Schedule 1.1(m)         |  | Business Software                          
|Schedule 1.1(o)         |  | Capitalized Fixed Assets                   
|Schedule 1.1(v)         |  | Employees                                  
|Schedule 1.1(cc)        |  | Expensed Fixed Assets                      
|Schedule 1.1(ee)        |  | Finished Goods Inventory                   
|Schedule 1.1(yy)        |  | Qualified Products                         
|Schedule 1.1(mmm)       |  | Transferred Trademarks and Domain Names    
|Schedule 2.1(b)(iii)(A) |  | Tangible Property Leases (Seller as Lessor)
|Schedule 2.1(b)(iii)(B) |  | Tangible Property Leases (Seller as Lessee)
|Schedule 2.1(b)(iv)     |  | Real Property Leases                       
|Schedule 2.1(b)(vii)    |  | Assigned Contracts                         
|Schedule 2.1(b)(viii)   |  | Assigned Permits                           
|Schedule 2.1(b)(ix)     |  | Prepaid Expenses                           
|Schedule 2.1(c)(xv)     |  | Excluded Assets                            
|Schedule 2.2(b)(vii)    |  | Outstanding Purchase Orders                
|Schedule 2.10           |  | Purchase Price Allocation                  
|Schedule 2.11(b)(ii)    |  | Qualified Business Customers               
|Schedule 2.11(d)        |  | Payment Schedule                           
|Schedule 5.7(a)         |  | Offered Employees                          
|Schedule 5.7(b)         |  | Employee Retention Bonus Reserve           
|Schedule 6.3(c)         |  | Jupiter Products                           
|Schedule 6.5            |  | Singapore Business Products Inventories    
|Schedule 7.1(e)         |  | Required Third-Party Notices and Consents  
|Schedule 7.1(f)(ii)     |  | Conveyance Documents                       
|Schedule 7.1(f)(v)      |  | Liens                                      
|Schedule 7.1(j)         |  | Requisite Transferred Employee Base        

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ASSET PURCHASE AND SALE AGREEMENT

THIS ASSET PURCHASE AND SALE AGREEMENT (this "Agreement") is made and entered into as of January 31, 2006,
by and among Sanmina-SCI Corporation, a Delaware corporation ("Parent"), and Sanmina-SCI USA, Inc., a Delaware
corporation and a wholly-owned subsidiary of Parent ("Buyer") and Sanmina-SCI Systems Singapore Pte. Ltd., a wholly-owned subsidiary
of Parent ("Sanmina-Singapore"), on the one hand, and on the other hand, Adaptec, Inc., a Delaware corporation
("Seller") and Adaptec Manufacturing (S) Pte. Ltd., a Singapore corporation and a wholly-owned subsidiary of Seller
("Adaptec-Singapore"). Parent, Buyer, Seller and Adaptec-Singapore are sometimes referred to herein individually as a
"Party" and collectively as the "Parties."

RECITALS

A.    Seller
is engaged in the Business (as hereinafter defined) at the Facility (as hereinafter defined), which is located in Colorado Springs, Colorado.

B.    Seller
and Adaptec Singapore desire to sell to Buyer and Sanmina-Singapore, and Buyer and Sanmina-Singapore desire to purchase from Seller and Adaptec Singapore, on the
terms and subject to the conditions set forth herein, the Purchased Assets of Seller described herein, and Seller desires Buyer to assume the Assumed Liabilities, which Buyer would agree to assume on
the terms and subject to the conditions set forth herein.

C.    Seller,
Adaptec Singapore, Buyer and Sanmina-Singapore intend to amend and modify the Singapore Supply Agreement (as defined below) pursuant to Section 6.5 hereof.

C.    The
Board of Directors of each of Parent, Buyer, Sanmina-Singapore, Seller and Adaptec-Singapore believes it is in the best interests of its respective corporation and
stockholders that the transactions contemplated hereby be consummated and, in furtherance thereof, has approved this Agreement and the transactions contemplated hereby.

D.    Parent,
Buyer, Sanmina-Singapore, Seller and Adaptec-Singapore desire to make certain representations, warranties, covenants and other agreements in connection with the
transactions contemplated hereby.

NOW,
THEREFORE, in consideration of the covenants and representations set forth herein, and for other good and valuable consideration, the parties agree as follows:

ARTICLE I        DEFINITIONS

1.1Certain Definitions.As used in this Agreement, the following terms have the following meanings (terms
defined in the singular to have a correlative meaning when used in the plural and vice versa). Certain other terms are defined in the text of this Agreement.



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ARTICLE II        PURCHASE AND SALE OF ASSETS

2.1Purchase and Sale of Assets.



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2.2Assumption of Liabilities.



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2.3Closing.



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2.4Post-Closing Purchase Price Adjustments.



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2.5Prorations.The following prorations relating to the Purchased Assets and the ownership and conduct of the
Business shall be made as of the Closing Date for any such obligations which are billed or accrue, with respect to any time period that begins prior to the Closing Date and ends after the Closing
Date, with Seller liable to the extent such items relate to any such time period up to and including the Closing Time, and Buyer liable to the extent such items relate to periods beginning immediately
after the Closing Time:



2.6Taxes.



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2.7Exemptions.Parent, Buyer, Seller and Adaptec-Singapore shall utilize, to the fullest extent reasonably
permitted by applicable law, any and all exemptions from tax for any occasional sale or similar exemption that may apply to the Transactions to legitimately eliminate or minimize any Taxes.

2.8Nontransferable Assets.



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2.9Taking of Necessary Action; Further Action.From time to time after the Closing Date, at the reasonable
request of any Party hereto and at the expense of such Party, the Parties hereto (and, to the extent applicable, Seller and Adaptec-Singapore) shall execute and deliver such other instruments of sale,
transfer, conveyance, assignment and confirmation and take such action as a Party may reasonably determine is necessary to transfer, convey and assign to Buyer, and to confirm Buyer's title to,
obligation under or interest in the Purchased Assets pursuant to this Agreement or the assumption of the Assumed Liabilities, to put Buyer in actual possession and operating control of such Purchased
Assets as contemplated by this Agreement and to assist Buyer in exercising all rights with respect thereto.

2.10Allocation of Purchase Price Consideration.The sum of the Purchase Price and the Assumed Liabilities
(except to the extent that such Assumed Liabilities are not required to be capitalized for income tax purposes) shall be allocated among the Purchased Assets and the covenant not to compete in
Section 6.3 hereof as of the Closing Date in accordance withSchedule 2.10. Any subsequent adjustments to the sum of the Purchase Price
and Assumed Liabilities (except to the extent that such Assumed Liabilities are not required to be capitalized for income tax purposes) shall be reflected by Buyer in the allocation hereunder in a
manner consistent with Section 1060 of the Code and the regulations thereunder. For all Tax purposes, Buyer, Seller and Adaptec-Singapore agree to report the transactions contemplated in this
Agreement in a manner consistent with the terms of this Agreement, including the allocation underSchedule 2.10, as agreed to by Buyer, Seller
and Adaptec-Singapore, and
that none of them will take any position inconsistent therewith in any Tax Return, in any refund claim, in any litigation, or otherwise.

2.11Earn-Out Consideration.



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All
payments of Earn-Out Consideration shall be paid to Seller by wire transfer of immediately available United States funds to the account set forth in Schedule 2.11(d)of this Agreement, until
Seller gives written notice to Parent that payment should be made to a different account.



ARTICLE III        REPRESENTATIONS AND WARRANTIES OF SELLER

Subject to such exceptions as are specifically disclosed in the disclosure letter supplied by Seller to Parent, Sanmina-Singapore and Buyer (the
"Seller Disclosure Letter") and the provisions of Section 11.4, Seller hereby represents and warrants to Parent and Buyer that the statements
contained in this Article III are true and correct as of the date of this Agreement;provided, that the representations and warranties contained
in this Article III that are made as of a specified date are only represented as being true and correct as of such date, andprovided, furtherthat, as used in this Article III, the "knowledge" of Seller refers to and means the actual knowledge of (i) any executive officer of
Seller as of the date of this Agreement or (ii) any Employee of Seller who is responsible for managing any principal function of the Business. The names of such persons, and their titles and
principal employment responsibilities, shall be set forth in the preamble to the Seller Disclosure Letter.

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3.1Organization, Qualification, and Corporate Power.Seller is a corporation duly organized validly existing
and in good standing under the laws of Delaware. Seller has all necessary corporate power and authority to enter into this Agreement and all other agreements and instruments executed and delivered by
Seller pursuant to this Agreement, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Seller is duly licensed or qualified to do
business and is in good standing in each jurisdiction in which the ownership or use of the Purchased Assets or the operation of the Business makes such licensing or qualification necessary, except to
the extent that the failure to be so licensed or qualified would not (i) adversely affect the ability of Seller to carry out its obligations under, and to consummate the transactions
contemplated by, this Agreement and any Ancillary Agreement to which Seller is a party and (ii) result in a Material Adverse Effect on the Business or the Purchased Assets.

3.2Authorization.The execution and delivery of this Agreement by Seller and the execution and delivery by
Seller of each Ancillary Agreement to which Seller is a party, the performance by Seller of its obligations hereunder and its obligations under any Ancillary Agreement to which it is a party and the
consummation by Seller of the transactions contemplated to be consummated by this Agreement and by any Ancillary Agreement to which it is a party have been duly authorized by all requisite corporate
action on the part of Seller and no other corporate proceedings on the part of Seller are necessary to authorize Seller to enter into this Agreement or any of the Ancillary Agreements to which it is a
party, or to consummate the transactions contemplated to be consummated by such Seller under this Agreement and under any Ancillary Agreement to which Seller is a party. This Agreement and the
Ancillary Agreements to which Seller is a party have been duly and validly executed by Seller and, assuming the due authorization, execution and delivery thereof by Parent and Buyer, constitute the
valid and legally binding obligations of Seller, enforceable against Seller in accordance with their respective terms and conditions, except as such enforceability may be limited by principles of
public policy and subject to the laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other
equitable remedies.

3.3No Conflicts.Neither the execution and the delivery of this Agreement and the Ancillary Agreements by
Seller nor the consummation of the Transactions will (A) violate any material constitution, Law, injunction, judgment, order, decree, ruling, charge, or other restriction of any government,
governmental agency, or court to which Seller is subject, (B) violate or conflict with any provision of the charter documents, bylaws or other organizational documents of Seller or
(C) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any
notice or consent under, any Assigned Contract or Assigned Permit (or result in the imposition of any Lien upon any of the Purchased Assets).

3.4Consents.Except as set forth in Section 3.4 of the Seller Disclosure Letter, no consent, waiver,
approval, order, license, permit, certificates, filing or authorization of, or registration, declaration or filing with, any Governmental Body or any third party is required by or with respect to any
Seller in connection with the execution and delivery of this Agreement or the consummation of the Transactions.

3.5Business Unit Financial Data.Seller has delivered to Buyer (i) the unaudited pro forma statement of
revenues and expenses of the Business for the year ended March 31, 2005, (ii) the unaudited pro forma statement of revenues and expenses of the Business for the six months ended
September 30, 2005; and (iii) the unaudited list of fixed assets of the Business as of September 30, 2005 (the financial information referred to in clauses "(i)," "(ii)" and
"(iii)" of this sentence being collectively referred to as the "Business Unit Financial Data"). The revenues, direct expenses and fixed assets included
in the Business Unit Financial Data was derived from Seller's books and records related to the Business and does not contain all line items required by GAAP. The Business Unit Financial Data does not
contain footnotes and does not reflect any year-end or other audit adjustments. The

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Business
Unit Financial Data has been prepared with due care in accordance with the Seller's books and records related to the Business. The Business Unit Financial Data presents fairly in all material
respects the revenues, direct expenses and fixed assets of the Business for the relevant periods referred to above.

3.6Legal Compliance.The Business as being conducted by Seller has been and at the Closing will be in material
compliance with all applicable Laws (including without limitation rules, regulations, codes, plans, injunctions, judgments, orders, extension orders, decrees, rulings, and charges thereunder). No
Action or Proceeding, or to the knowledge of Seller, investigation, charge, complaint, claim, demand, notice or inquiry is pending, or to the knowledge of Seller, is threatened against Seller by any
Governmental Body alleging any failure to so comply in any material respect. Seller has all material Permits that are necessary to operate the Business and hold the Purchased Assets as of the Closing.

3.7Tax Matters.For purposes of this Agreement,
(i) "Tax" or, collectively, "Taxes," means (i) any and all federal, state, local and
foreign taxes, assessments and other governmental charges, duties, impositions and liabilities, including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation,
and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, together with all interest, penalties and additions imposed with respect to
such amounts; (ii) any liability for the payment of any amounts of the type described in clause (i) as a result of being or ceasing to be a member of an affiliated, consolidated,
combined or unitary group for any period (including, without limitation, any liability under Treas. Reg. Section 1.1502-6 or any comparable provision of foreign, state or local
law); and (iii) any liability for the payment of any amounts of the type described in clause (i) or (ii) as a result of any express or implied obligation to indemnify any other
person or as a result of any obligations under any agreements or arrangements with any other person with respect to such amounts and including any liability for taxes of a predecessor or transferor
entity.



3.8Title of Properties; Absence of Liens and Encumbrances; Condition of Equipment.



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3.9Intellectual Property.



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3.10Contracts.Section 3.10of the Seller Disclosure
Letter identifies each of the following Seller Contracts relating to the Business or the Purchased Assets: (i) each such Seller Contract with any current customer who has purchased, is entitled
to receive, or otherwise has been provided with any Business Product (other than any Seller Contract that is currently in effect and does not materially deviate from the corresponding Standard Form
Agreement); (ii) each such Seller Contract that is currently in effect and relates to maintenance or similar services with respect to any Business Product (other than any Seller Contract that
is currently in effect and does not materially deviate from the corresponding Standard Form Agreement); (iii) each partnership, joint venture or similar Contract to which Seller is a party;
(iv) each such Seller Contract relating to the acquisition by Seller or any Subsidiary of Seller of the rights to, or the manufacture or distribution of, any Business Product; and
(v) each Seller Contract relating to the acquisition, transfer, use, development, sharing or license of any services, Intellectual Property or Intellectual Property right that is used in the
development or provision of any Business Product (other than: (A) software license agreements for any third-party software that is generally available to the public on standard terms at a cost
of less than $5,000; and (B) nondisclosure agreements entered into by Seller or any Subsidiary of Seller in the ordinary course of business) (collectively, the "Business
Contracts"). Seller has made available to Parent a correct and complete copy of each written Business Contract, each written modification, amendment or additional terms to each
Business Contract, a written summary setting forth the terms and conditions of any oral modification, amendment or additional terms to the Business Contracts, and a written summary setting forth the
terms and conditions of each oral Business Contract. With respect to each Business Contract:

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(A) the
Business Contract, with respect to Seller and, to Seller's knowledge, all other parties thereto, is legal, valid, binding, enforceable, and in full force and effect in all material
respects; (B) neither Seller nor, to Seller's knowledge, any other party is in breach or default, and no event has occurred, which with notice or lapse of time would constitute a breach or
default, or permit termination, a material modification, or acceleration, under the Business Contract; and (C) Seller has not received written notice that any party has repudiated any provision
of the Business Contract. Following the Closing, Buyer will be permitted to exercise all of Seller's rights under such Assigned Contracts to the same extent Seller would have been able to had the
Transactions not occurred.

3.11Insurance.Seller has in effect, with respect to the Business and the Purchased Assets, such property,
casualty, general liability and other insurance policies as are usual and customary for businesses in similar industries and markets and of similar size and scope. Such insurance will remain in effect
through the Closing.

3.12Litigation.Section 3.12of the Seller Disclosure
Letter sets forth each instance in which the Business or the Purchased Assets (i) is subject to any outstanding injunction, judgment, order, decree or ruling, or (ii) is or has been, or,
to the knowledge of Seller is threatened, to be made a party, to any action, suit, proceeding, hearing, mediation, arbitration, or investigation of, in, or before any court or quasi-judicial or
administrative agency of any federal, state, local, or foreign jurisdiction or before any mediator or arbitrator.

3.13Restrictions on Business Activities.Except as set forth in Section 3.13of the Seller Disclosure Letter and
such restrictions, if any, contained in the Assigned Contracts, there is no agreement (not to
compete or otherwise), commitment, judgment, injunction, order or decree to which Seller is a party or which is otherwise binding upon Seller which has the effect of prohibiting or restricting, in any
material respect, Buyer's operation of the Business after the Closing Date or any acquisition of property (tangible or intangible) by Buyer in the operation of the Business after the Closing Date as
currently conducted.

3.14Product Warranty.The technologies or products licensed, sold, leased, and delivered and all services
provided by Seller solely in the conduct of the Business have conformed in all material respects with all applicable specifications for such products, all applicable contractual commitments made to
customers with respect to the sale of products and services, and all express and implied warranties. To the knowledge of Seller, Seller has no liability for replacement or modification thereof or
other damages including, without limitation injury to Persons or property in connection therewith.

3.15Employees.Section 3.15of the Seller Disclosure
Letter contains a complete and accurate list of all current Employees as of the date hereof, showing for each such Employee: (i) employee's name, position held, annual base salary, target
incentive cash compensation; (ii) net credited service date; (iii) vacation eligibility for calendar year 2005; (iv) visa status; (v) leave status (including type of leave,
expected return date for non-disability related leaves and expiration dates for disability leaves); and (vi) the name of any union, collective bargaining agreement or other similar
labor agreement covering such Employee. All of the Employees are located in the State of Colorado, U.S.A. or in the locations set forth in Section 3.15 of the Seller Disclosure Schedule.

3.16Employee Matters and Benefit Plans.



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3.17Labor Matters.No Transferred Employee has advised any officer of Seller in writing that he or she plans to
terminate employment with Seller or within the twelve (12) months after the date of the Closing. Seller is not a party to any special collective bargaining agreement and no collective
bargaining agreement is being negotiated with respect to the Business. There is no material unfair labor practice, charge or complaint pending against Seller with respect to the Business, nor is there
any material labor strike, work stoppage, grievance or other labor dispute pending or, to the knowledge of Seller, threatened in writing against Seller with respect to the Business. Seller is in
compliance in all material respects with (i) all applicable Laws respecting employment and wage and hours, and with all terms and conditions of employment, agreements with third parties, codes
of conduct, visas, work permits, in each case, with respect to the Transferred Employees; and (ii) is not liable for any payment to any Governmental Body, any trust or other fund governed by or
maintained by or on behalf of any Governmental Body, with respect to unemployment compensation benefits, social security or other similar, legally mandated benefits or obligations for the Transferred
Employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no pending, or to the knowledge of Seller threatened claims or actions
against the Seller under any employment policy or disability policy with respect to the Transferred Employees. Except as set forth on Section 3.17 of the Seller Disclosure Letter, no event has
occurred for which any material liability may be incurred by Seller in relation to the Transferred Employees for breach of any contract of services or for services or for any other liability accruing
from the termination of employment or for services whether under Law or otherwise.

3.18Environment, Health and Safety.For purposes of this Agreement, the following terms shall have the meanings
ascribed to them below:



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3.19Real Estate Representations.



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3.20Fees.Except as set forth in Section 3.20 of the Seller Disclosure Letter, Seller has no liability
or obligation to pay any brokerage or finders' fees or agents' commissions or any similar charges with respect to the Transactions.

3.21Sufficiency of Purchased Assets.Except as set forth on Section 3.21of the Seller Disclosure Letter, other
than the Employees, and subject to Seller's performance of its obligations under the
Ancillary Agreements, the Purchased Assets collectively constitute, and will collectively constitute as of the Closing Date, all of the Assets necessary to operate the Business, as currently conducted
by Seller.

3.22Operations Permits.Section 3.22of the Seller
Disclosure Schedule sets forth each Permit held by Seller as of the date hereof and that relates, directly or indirectly, and whether or not exclusively related, to the Business (collectively, the
"Business Permits").



3.23Non-Governmental
Certifications.Section 3.23of the Seller Disclosure Letter contains a complete and accurate list of all
customer, supplier and other non-governmental entities that have issued certifications or quality assurance criteria regarding the Qualified Products.

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3.24Customers.Listed inSection 3.24of the
Seller
Disclosure Letter are the names and addresses of each of the ten (10) most significant customers (by revenue) of the Business for the twelve-month period ended September 30, 2005 and the
amount for which each such customer was invoiced during such period with respect to the Business. Seller has not received any written notice that any such significant customer has ceased, or will
cease, to use the products, equipment, goods or services of the Business or has substantially reduced, or will substantially reduce, the use of such products, equipment, goods or services of the
Business.

3.25Suppliers.Listed inSection 3.25of the Seller
Disclosure Letter are the names and addresses of each of the ten (10) most significant suppliers of raw materials, supplies, merchandise and other goods for the Business for the twelve-month
period ended September 30, 2005 and the amount for which each such supplier invoiced Seller during such period with respect to the Business. Seller has not received any written notice that any
such supplier will not sell raw materials, supplies, merchandise and other goods to Buyer at any time after the Closing Date on terms and conditions substantially similar to those imposed on current
sales to the Business, subject only to general price increases and existing agreements with such suppliers.

3.26No Adverse Developments.Since September 30, 2005, there has not been any effect in or change to the
Purchased Assets or the Business that has had, or is reasonably likely to have or result in, a Material Adverse Effect on the Purchased Assets or the Business.

3.27Inventories.The Finished Goods Inventory is useable and saleable in the ordinary course of the Business as
currently conducted. The Finished Goods Inventory does not consist of items that are obsolete or damaged. Seller is not under any obligation or liability with respect to accepting returns of items of
Consigned Finished Goods Inventory in the possession of its customers other than in the ordinary course of the Business consistent with past practice. All of the Finished Goods Inventory, including
the Consigned Finished Goods Inventory, are located at the location(s) set forth onSchedule 1.1(ee).

ARTICLE IV        REPRESENTATIONS AND WARRANTIES OF PARENT AND BUYER

Subject to such exceptions as are specifically disclosed in the disclosure letter supplied by the Parent to Seller (the "Parent Disclosure
Letter"), each of Parent and Buyer, jointly and severally, hereby represents and warrants to Seller that the statements contained in this Article IV are true and correct
as of the date of this Agreement;provided, thatthe representations and warranties contained in this Article IV that are made as of a specified
date are only represented as being true and correct as of such date.

4.1Organization, Qualification, and Corporate Power.Parent is a corporation duly organized, validly existing,
and in good standing under the laws of Delaware. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of Delaware and is a wholly-owned Subsidiary of Parent.
Sanmina-Singapore is a corporation duly organized and validly existing under the laws of the Republic of Singapore and is an indirect, wholly-owned subsidiary of Parent. Each of Parent, Buyer and
Sanmina-Singapore has all necessary corporate power and authority to enter into this Agreement, each of the Ancillary Agreements to which it is a party and all other agreements and instruments
executed and delivered by it pursuant to this Agreement, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each of Parent, Buyer
and Sanmina-Singapore is duly authorized to conduct its business and is in good standing under the laws of each other jurisdiction where such qualification is required and in which the failure to so
qualify is reasonably likely to (i) in the aggregate have a Material Adverse Effect on Parent or Buyer, taken as a whole, or (ii) adversely affect the ability of Parent or Buyer to
execute and

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deliver
this Agreement and the Ancillary Agreements, to consummate the Transactions or to carry out its respective obligations under this Agreement or any Ancillary Agreement to which it is a party.

4.2Authorization.Each of Parent, Buyer and Sanmina-Singapore has full power and authority to enter into,
execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party, and to consummate the Transactions and to perform its obligations hereunder and thereunder, and the
execution and delivery of this Agreement and the Ancillary Agreements by each of Parent, Buyer and Sanmina-Singapore, the performance by each of Parent, Buyer and Sanmina-Singapore of its obligations
hereunder and thereunder and the consummation by each of Parent, Buyer and Sanmina-Singapore of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate
action on the part of each of Parent, Buyer and Sanmina-Singapore and no other proceedings on the part of either Parent, Buyer or Sanmina-Singapore are necessary to authorize the execution, delivery
and performance by Parent, Buyer and Sanmina-Singapore of this Agreement and the Ancillary Agreements. This Agreement and the Ancillary Agreements to which either Parent, Sanmina-Singapore and/or
Buyer is a party constitute the valid and legally binding obligations of each of Parent,
Sanmina-Singapore or Buyer, enforceable against each of Parent, Sanmina-Singapore or Buyer in accordance with their respective terms and conditions, except as such enforceability may be
limited by principles of public policy and subject to the laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance,
injunctive relief or other equitable remedies.

4.3No Conflicts.Neither the execution and the delivery of this Agreement and the Ancillary Agreements by
Parent, Buyer and Sanmina-Singapore nor the consummation of the Transactions, nor the conduct of the Business by Parent and/or Buyer following the Closing will (A) violate any material
constitution, Law, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Body, or court to which Parent or Buyer is subject, (B) violate or conflict with
any provision of the charters, bylaws or organizational documents of Parent or Buyer, or (C) conflict with, result in a breach of, constitute a default under, result in the acceleration of,
create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any agreement, contract, lease, license, instrument, or other arrangement to which Parent or
Buyer is a party or by which either is bound or to which any of their assets is subject, other than any of the foregoing which would not in the aggregate (i) have a Material Adverse Effect on
Parent, Buyer or Sanmina-Singapore, taken as a whole, or (ii) adversely affect the ability of Parent, Buyer or Sanmina-Singapore to execute and deliver this Agreement and the Ancillary
Agreements, to consummate the Transactions or to perform their respective obligations hereunder and thereunder.

4.4Consents.No consent, waiver, approval, order, license, permit, certificates, filing or authorization of, or
registration, declaration or filing with, any Governmental Body or any third party, including a party to any agreement with Parent, Buyer or Sanmina-Singapore, is required by or with respect to
Parent, Buyer or Sanmina-Singapore in connection with the execution and delivery of this Agreement or any of the Ancillary Agreements or the consummation of the Transactions, except for
(i) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, (ii) any
applicable filings required under applicable antitrust laws, and (iv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings in which the failure of
which to obtain would not in the aggregate (i) have a Material Adverse Effect on Parent, Buyer or Sanmina-Singapore, or (ii) affect the ability of Parent, Buyer or Sanmina-Singapore to
execute and deliver this Agreement and the Ancillary Agreements to which each is a party, to consummate the Transactions or to perform their respective obligations under this Agreement or any such
Ancillary Agreement.

4.5Payment of Purchase Price.As of the Closing Date, Buyer will have sufficient funds to pay the Closing
Purchase Price and the Earn-Out Consideration.

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ARTICLE V        PRE-CLOSING COVENANTS

With respect to the period between the execution of this Agreement and the earlier of the termination of this Agreement in accordance with its terms and the
Closing (the "Pre-Closing Period"):

5.1Operation of Business.



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5.2Access to Information.Subject to Parent's and Buyer's compliance with the provisions of Section 6.1,
Seller shall permit Buyer and its representatives during the Pre-Closing Period to have reasonable access during normal business hours, upon reasonable advance notice, to the Books and
Records of the Business, the Employees and the Purchased Assets then under the control of Seller (including the testing and investigation of the Facility as Buyer reasonably deems necessary prior to
the Closing) for the purposes of, among other things, identifying and verifying the value of the Purchased Assets to be purchased at the Closingprovided,
however,that such access shall be conducted by Buyer and its representatives in such a manner as not to interfere unreasonably with the businesses or operations of Seller or
the Business and as is not in violation of Seller's lease for the Facility.

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5.3Notice of Developments.During the Pre-Closing Period, Seller shall give prompt notice to Buyer
of (i) the occurrence or non occurrence of any event of which Seller has knowledge, the occurrence or non occurrence of which is reasonably likely to cause any representation or warranty of
Seller contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of Seller to comply with or satisfy any covenant, condition
or agreement to be complied with or satisfied by it hereunder;provided, however,that the delivery of any notice pursuant to this Section 5.3
shall not limit or otherwise affect any remedies available to the Party receiving such notice. No disclosure by either party pursuant to this Section 5.3 shall be deemed to amend or supplement
the representations and warranties of such parties made hereunder or prevent or cure any misrepresentations, breach of warranty or breach of covenant without the written consent of the other parties
hereto.

5.4No Solicitation.During the Pre-Closing Period, neither Seller nor any Subsidiary of Seller
shall (nor shall it permit its Representatives to) directly or indirectly take any of the following actions with any Person other than Parent, Buyer and their designees: (a) solicit, initiate,
consider, encourage or accept any proposals or offers from, or conduct discussions with or engage in negotiations with, any Person relating to any possible Acquisition Proposal with Seller or any of
its Subsidiaries (whether such Subsidiaries are in existence on the date hereof or are hereafter organized); (b) provide information with respect to Seller to any Person, other than Parent or
Buyer, relating to, or otherwise cooperate with, facilitate or encourage any effort or attempt by any such Person with regard to, any possible Acquisition Proposal with Seller or any Subsidiary of
Seller (whether such Subsidiary is in existence on the date hereof or is hereafter organized), except as required by Law; (c) enter into a contract or agreement (whether oral or written) with
any Person, other than Parent or Buyer, providing for an Acquisition Proposal with Seller or any Subsidiary of Seller (whether such Subsidiary is in existence on the date hereof or is hereafter
organized); or (d) make or authorize any statement, recommendation or solicitation in support of any possible Acquisition Proposal with Seller or any Subsidiary of Seller (whether such
Subsidiary is in existence on the date hereof or is hereafter organized) other than by Parent or Buyer. Seller shall, and shall cause its Representatives to, immediately cease and cause to be
terminated any such contacts or negotiations with any Person relating to any Acquisition Proposal. As used in this Section 5.4, "Acquisition
Proposal" shall mean a proposal or offer for (i) a merger, consolidation or other business combination involving an acquisition of the Business or the Purchased Assets
or (ii) any extraordinary business transaction involving or otherwise relating to the Business or Purchased Assets;provided however, that the
term "Acquisition Proposal" shall not include any proposal or offer for any business combination or similar transaction involving Seller or any of its Subsidiaries or any assets of Seller or any of
its Subsidiaries (other than the Purchased Assets) that does not disturb, interfere with or adversely effect Parent's or Buyer's rights under this Agreement and the Ancillary Agreements, the
availability of the Purchased Assets for purchase and delivery to Parent and Buyer as provided in this Agreement or Seller's ability to perform and comply with its obligations under this Agreement or
any of the Ancillary Agreements.

5.5Reasonable Efforts.During the Pre-Closing Period, each of the Parties will use their reasonable
efforts to take all action and to do all things necessary, proper, or advisable in order to consummate and make effective the transactions contemplated by this Agreement (including satisfaction, but
not waiver, of the closing conditions set forth in Article VII below).

5.6Notices and Consents.During the Pre-Closing Period, Seller will give any notices to third
parties and use reasonable commercial efforts to obtain any third party consents that are listed inSchedule 7.1(e)to the Seller Disclosure
Letter. During the Pre-Closing Period, except as may be otherwise agreed by the Parties, each of the Parties will give any notices to, make any filings with, and use its commercially
reasonable efforts to obtain any authorizations, consents, and approvals of, Governmental Bodies in connection with the matters identified in Sections 3.3 and 3.4 of Seller

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Disclosure
Letter or as otherwise reasonably required in connection with the transactions contemplated by this Agreement.

5.7Employee Matters.



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ARTICLE VI        OTHER AGREEMENTS AND COVENANTS

6.1Confidentiality.All Book and Records of Seller, and other confidential and/or proprietary information of a
party to this Agreement are hereinafter referred to as "Confidential Information." A party who owns and discloses its Confidential Information is
referred to below as a "Disclosing Party" and a party who receives or is given access to a Disclosing Party's Confidential Information is referred to
below as a "Receiving Party." Each party hereto agrees that all Confidential Information of another party that is disclosed to such party in the course
of negotiating the Transactions contemplated by this Agreement or conducting due diligence in connection herewith will be held in confidence, and will not be used or disclosed by the Receiving Party
except for the purposes relating to or permitted by this Agreement for which such Confidential Information was disclosed, and in the event of termination of this Agreement prior to completion of the
Transactions, will be promptly destroyed by the Receiving Party or returned to the Disclosing Party, upon the Disclosing Party's written request. It is agreed that Confidential Information will not
include information that: (i) was rightfully known to such Receiving Party before receipt of such information from the Disclosing Party; (ii) is or becomes generally known to the public
through no breach of this Section or any act or omission on the part of the Receiving Party; (iii) was or is disclosed by a third party having the legal right to disclose such information with
no obligation of confidence to the Disclosing Party, or is required to be disclosed as a result of court order or similar process; or (iv) is independently developed by the Receiving Party
without use of any of the Disclosing Party's Confidential Information (as evidenced by a contemporaneous writing).

6.2Additional Documents and Further Assurances.Each Party hereto, at the reasonable request of another Party
hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be reasonably necessary or desirable for effecting completely the consummation of the
Transactions (providedthat the foregoing will not require any Party to make any payment of consideration to any other Person).

6.3Covenant Not to Compete.



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6.4Covenants Regarding Books and Records and Retained Materials.



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6.5Amendment to Singapore Transaction Inventory Put.The inventory put provisions of Section 6.2 of the
Singapore APA are hereby modified to with respect to the inventories purchased by Sanmina-Singapore pursuant to the Singapore APA that are used in manufacturing Business Products (the
"Singapore Business Products Inventories") (which Singapore Business Product Inventories shall be identified on a Schedule 6.5to be prepared
by the Parties in connection with the post-closing purchase price adjustment process provided for in the
Singapore APA) as follows:



All
other provisions of Section 6.2 of the Singapore APA shall remain in full force and effect, and the exercise of a Put Right by Sanmina-Singapore with respect to the Singapore Business
Products Inventories shall be governed by Section 6.2 of the Singapore APA as amended hereby. All parties hereto that are parties to the Singapore APA are agreeing to the provisions of this
Section 6.5 with the intent that this Section 6.5 serve as an amendment to the Singapore APA on the terms set forth above.

ARTICLE VII        CONDITIONS TO THE CLOSING

7.1Conditions to Parent's and Buyer's Obligation to Close.The obligations of Parent and Buyer hereunder are
subject to the fulfillment or satisfaction on, and as of the Closing, of each of the following conditions (any one or more of which may be waived by Parent, but only in a writing signed by Parent):



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7.2Conditions to Seller's Obligations to Close.The obligations of Seller hereunder are subject to the
fulfillment or satisfaction on, and as of the Closing, of each of the following conditions (any one or more of which may be waived by Seller, but only in a writing signed by Seller):



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ARTICLE VIII        SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS

8.1Representations, Warranties and Covenants.The covenants contained in this Agreement shall survive the
Closing Date in accordance with their terms. The representations and warranties contained in this Agreement and the Ancillary Agreements shall survive the Closing Date for a period of twelve
(12) months after the Closing Date (such date upon which they expire being referred to herein as the "Survival Date") and shall thereafter
expire;provided, however,that notwithstanding the foregoing the representations and warranties of Seller contained in Section 3.7 (Tax Matters)
and Section 3.17 (Environment, Health and Safety) shall survive the Closing Date for a period of
twenty-four (24) months after the Closing Date. Buyer's or Parent's (or any Buyer Indemnitee's) right to make a claim for indemnification under Section 9.1, and Seller's (or
any Seller Indemnitee's) right to make a claim for indemnification under Section 9.2, shall expire with respect to any such claims which are not made on or prior to the date, if any, on which
the survival period for such representation or warranty expires. In addition to the foregoing provisions, any claims under Article IX must be asserted in writing with reasonable particularity
by the party making such claim, including identifying the basis and material factual circumstances of the claim and estimate of the potential Damages sought to be recovered thereby.

ARTICLE IX        INDEMNIFICATION

9.1Indemnification by Seller.Subject to this Article IX, Seller agrees to defend, indemnify and hold
harmless Parent and Buyer and their respective successors, assigns and Affiliates (individually, a "Buyer Indemnitee", and collectively, the
"Buyer Indemnitees") from and against and in respect of any and all losses, damages, deficiencies, liabilities, assessments, judgments, costs and
expenses, including attorneys' fees (both those incurred in connection with the defense or prosecution of the indemnifiable claim and those incurred in connection with the enforcement of this
provision) net of insurance proceeds received by the Buyer Indemnitee with respect thereto (collectively, "Damages") suffered or incurred by any Buyer
Indemnitee which is caused by, resulting from or arising out of:



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9.2Indemnification by Buyer and Parent.Subject to this Article IX, the Buyer and Parent each joint and
severally agrees to defend, indemnify and hold harmless the Seller and its respective successors, assigns and Affiliates (individually, a "Seller
Indemnitee", and collectively, the "Seller Indemnitees") from and against and in respect of any and all Damages suffered or
incurred by any Seller Indemnitee which is caused by, resulting from or arising out of:



9.3Notice and Opportunity to Defend.If any action, proceeding, claim, liability, demand or assessment shall be
asserted against any Buyer Indemnitee or any Seller Indemnitee (the "Indemnitee") in respect of which such Indemnitee proposes to demand
indemnification, such Indemnitee shall notify the party obligated to provide indemnification pursuant to Section 9.1 or Section 9.2 (the "Indemnifying
Party") thereof within a reasonably prompt period of time after assertion thereof;provided, however,that the failure to so
notify the Indemnifying Party shall only affect the Indemnitee's right to indemnification hereunder to the extent that the Indemnifying Party's interests are actually and materially prejudiced
thereby. Subject to rights of or duties to any insurer or other third Person having

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liability
therefor, the Indemnifying Party shall have the right, within ten (10) days after receipt of such notice, to assume the control of the defense, compromise or settlement of any such
action, suit, proceeding, claim, liability, demand or assessment, and to retain counsel in connection therewith;provided, however,that if the
Indemnifying Party shall exercise its right to assume such control:



9.4Remedies.Except for the right to seek to specifically enforce the covenants hereunder, and except as
specifically provided in this Agreement (including, without limitation, the immediately succeeding sentence), following the Closing Date, in the absence of fraud or intentional misrepresentation (a
"Fraud Claim"), the sole and exclusive remedy of both Buyer and Seller with respect to any breach of any representation or warranty contained in this
Agreement, in any Ancillary Agreement or in any agreement, certificate, instrument or other document entered into in connection herewith at the Closing or any covenant or agreement in this Agreement,
shall be restricted to the indemnification rights set forth in this Article IX. Nothing contained in this Article IX or elsewhere in this Agreement shall limit the liability of a Party
under this Agreement if this Agreement is terminated in accordance with Article X hereof due to a material breach of this Agreement by such Party.

9.5Certain Limitations.The liability of the Seller, Parent or the Buyer, as applicable, for claims under this
Agreement shall be limited by the following:



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ARTICLE X        TERMINATION

10.1Termination of the Agreement.The Parties may terminate this Agreement as provided below:



10.2Effect of Termination.If any Party terminates this Agreement in accordance with the provisions of
Section 10.1 above, then effective upon such termination all rights and obligations of the Parties hereunder shall terminate without any liability of any Party to any other Party; provided that
each Party shall remain liable for any material breaches of this Agreement by such Party that occurred

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prior
to the termination of this Agreement; andprovided, further, thatthe provisions contained in Section 6.1 (confidentiality) and
Article XI (miscellaneous) shall survive termination.

ARTICLE XI        MISCELLANEOUS

11.1Press Releases and Public Announcements.No Party shall issue any press release or make any public
announcement relating to the subject matter of this Agreement without the prior written approval of the other Party;provided, however,that
(a) either Seller or Parent may make any public disclosure it believes in good faith is required by applicable law or any listing or trading agreement concerning its publicly traded securities
(in which case Seller or Parent, as applicable, will use its reasonable efforts to
advise the other Parties prior to making the disclosure) and (b) Seller may correspond with third parties in writings in form and substance reasonably satisfactory to Parent with respect to
obtaining consents from such parties pursuant to Sections 5.6 or 7.1(f).

11.2No Third Party Beneficiaries.Except as provided in Article IX with respect to indemnification of
Seller Indemnitees and Buyer Indemnitees, this Agreement shall not confer any rights or remedies upon any Person other than the Parties, and their respective successors and permitted assigns, other
than as specifically set forth herein.

11.3Entire Agreement and Modification.This Agreement and the Ancillary Agreements (including the exhibits and
schedules hereto and thereto) constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede any prior understandings, agreements, warranties or
representations by or among the Parties, written or oral, to the extent they relate in any way to the subject matter hereof. The express terms in this Agreement and the Ancillary Agreement control and
supersede any course of performance or usage of the trade inconsistent with any of the terms hereof and thereof.

11.4Amendment.This Agreement may be amended by the Parties hereto at any time by execution of an instrument in
writing signed by Parent and Seller.

11.5Waivers.The rights and remedies of the Parties to this Agreement are cumulative and not alternative.
Neither the failure nor any delay by any Party in exercising any right, power or privilege under this Agreement or the documents referred to in this Agreement will operate as a waiver of such right,
power or privilege, and no single or partial exercise of such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other
right, power, or privilege. To the maximum extent permitted by applicable law, (i) no claim or right of a party hereto arising out of this Agreement, any Ancillary Agreement or the other
documents referred to in this Agreement can be waived or renounced except by a writing to that effect signed by such party; (ii) no waiver that may be given by a Party will be applicable except
in the specific instance for which it is given; and (iii) no notice to or demand on one Party will be deemed to be a waiver of any obligation of such Party or of the right of the Party giving
such notice or demand to take further action without notice or demand as provided in this Agreement.

11.6Successors and Assigns.This Agreement shall be binding upon and inure to the benefit of the Parties named
herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of
the other Parties;provided, however,that so long as Parent remains liable for all obligations of Parent, Buyer or any of their respective Affiliates
under this Agreement and each Ancillary Agreement, Parent may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates and (ii) designate one or more
of its Affiliates to perform its obligations hereunder.

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11.7Counterparts.This Agreement may be executed in counterparts, each of which shall be deemed an original but
all of which together will constitute one and the same instrument.

11.8Headings.The section headings contained in this Agreement are inserted for convenience only and shall not
affect in any way the meaning or interpretation of this Agreement.

11.9Notices.All notices and other communications required or permitted hereunder shall be in writing, shall be
effective when given, and shall in any event be deemed to be given upon receipt or, if earlier, (a) upon delivery, if delivered by hand, (b) three Business Days after the Business Day of
deposit with Federal Express or similar overnight courier, freight prepaid or (c) one Business Day after the Business Day of facsimile transmission, if delivered by facsimile transmission with
copy by Federal Express or similar overnight courier, freight prepaid, and shall be addressed to the intended recipient as set forth below:

If
to Parent, Buyer or Sanmina-Singapore:



With
copy to:



If
to Seller or Adaptec-Singapore:



With
copy to:



Any
Party may change the address to which notices, requests, demands, claims, and other communications to such Party hereunder are to be delivered by giving the other Parties ten (10)
days' advance written notice to the other Parties pursuant to the provisions above.

11.10Governing Law.This Agreement shall be governed in all respects solely by the substantive internal laws of
the State of California, without regard to conflicts of laws or the choice of law principles of any jurisdiction, including the State of California, and without the need of any Party to establish the
reasonableness of the relationship between the laws of the State of California and the

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subject
matter of this Agreement, and all questions concerning the validity and construction hereof shall be determined in accordance with the laws of the State of California.

11.11Severability.Any term or provision of this Agreement that is invalid or unenforceable in any situation in
any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction.

11.12Expenses.Subject to the provisions of this Agreement, each Party will bear its own costs and expenses
(including legal and accounting fees and expenses) incurred in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby.

11.13Construction.



11.14Seller Disclosure Letter.



11.15Attorneys' Fees.If any legal proceeding or other action relating to this Agreement is brought or
otherwise initiated, 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).

11.16Further Assurances.The Parties agree (a) to furnish upon request to each other such further
information, (b) to execute and deliver to each other such other documents, and (c) to do such other acts and things, all as the other Party may reasonably request for the purpose of
carrying out the intent of this Agreement and the documents referred to in this Agreement.

11.17Time of Essence.With regard to all dates and time periods set forth or referred to in this Agreement,
time is of the essence.

11.18Consent to Jurisdiction.Subject to Section 11.2 above, the competent court in Santa Clara County,
California (the "Competent Court") (and not any other court in any state or country) shall have exclusive jurisdiction in connection with this
Agreement. Subject to Section 11.2 above, each Party hereby irrevocably submits to the exclusive jurisdiction of the Competent Court in any action or proceeding arising out of or relating to
this Agreement and irrevocably waives any objection such

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person
may now or hereafter have as to the venue of any such suit, action or proceeding brought in the Competent Court or that the Competent Court is an inconvenient forum.

11.19Schedules and Exhibits.The Schedules and Exhibits described herein and attached hereto constitute an
inseparable part of this Agreement and are incorporated into this Agreement for all purposes as if fully set forth herein. Any disclosure made in any Schedule to this Agreement which may be applicable
to another Schedule to this Agreement shall be deemed to be made with respect to such other Schedule only if a specific cross reference is made thereto or if it is readily apparent that such
disclosure should apply to such other Schedule.

11.20Guarantee by Parent.As a material inducement and consideration for Seller to enter into this Agreement,
Parent hereby agrees to unconditionally and promptly guarantee, pay and perform all obligations and duties (including but not limited to financial and non-financial obligations and duties)
of Buyer under this Agreement to the extent the same are not paid or performed when required to be paid or performed under this Agreement.

[Remainder of Page Intentionally Left Blank]

[Signature page follows]

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IN WITNESS WHEREOF, the Parties hereto have executed this Asset Purchase and Sale Agreement on of the date first above written.

|Parent:           |  | SANMINA-SCI CORPORATION                
|----------------- |  | ---------------------------------------
|                  |  | By:                                    
|                  |  | Name:                                  
|                  |  | Title:                                 
|Buyer:            |  | SANMINA-SCI SYSTEMS SINGAPORE PTE. LTD.
|                  |  | By:                                    
|                  |  | Name:                                  
|                  |  | Title:                                 
|Sanmina-Singapore |  | SANMINA-SCI USA, INC.                  
|                  |  | By:                                    
|                  |  | Name:                                  
|                  |  | Title:                                 
|Seller:           |  | ADAPTEC, INC.                          
|                  |  | By:                                    
|                  |  | Name:                                  
|                  |  | Title:                                 
|Adaptec-Singapore |  | ADAPTEC MANUFACTURING (S) PTE. LTD.    
|                  |  | By:                                    
|                  |  | Name:                                  
|                  |  | Title:                                 



[Signature Page to Asset Purchase Agreement]

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