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                                                                   Exhibit 10.25


                                  ATTACHMENT I
                         AMENDED AND RESTATED AGREEMENT

                                    Recitals

This amended and Restated Agreement is effective as of the 1ST day of January
2000, by and between Walter Kidde Portable Equipment, Inc., a Delaware
corporation (successor by merger to Nighthawk Systems, Incorporated, a Colorado
corporation), whose principal place of business at 1394 South Third Street,
Mebane, North Carolina 27302 ("Kidde"), and SigmaTron International, Inc., a
Delaware corporation, whose principal place of business is at 2201 Landmeier
Road, Elk Grove Village, Illinois 60007 ("SigmaTron").

         WHEREAS, Kidde is a designer, manufacturer and seller of proprietary
devices that detect indoor levels of carbon monoxide gas; and

         WHEREAS, SigmaTron is an independent contract manufacturer of
electronic components, printed circuit board assemblies and turnkey electronic
products; and

         WHEREAS, Kidde and SigmaTron are parties to an Amended and Restated
Agreement effective as of November 15, 1996 (The "1996 Agreement"); and

         WHEREAS, Kidde and SigmaTron wish to amend and restate the 1996
Agreement in its entirety to provide the following terms and conditions of their
business arrangement.

NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the sufficiency of which is
hereby acknowledged, Kidde and SigmaTron agree to amend and restate the 1996
Agreement in its entirety as follows:

         1.       DEFINITION OF CO DETECTORS; TERM OF AGREEMENT;

         (a)      This Amended and Restated Agreement provides for the
                  manufacture and assembly by SigmaTron of the models of devices
                  that detect indoor levels of carbon monoxide gas set forth on
                  Exhibit A to this Agreement and all comparable or replacement
                  models now and hereafter designed, manufactured or sold by
                  Kidde (all such models and products shall be referred to
                  collectively as "CO DETECTOR" and singly as a "CO DETECTOR").
                  A comparable or replacement model is defined as a CO detector
                  that utilizes similar sensing technology, assembly equipment
                  and tooling to manufacture as the models listed on EXHIBIT A.
                  Kidde shall amend EXHIBIT A as comparable and replacement
                  models are released and obsolete models discontinued.


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         (b)      This Agreement, shall have a term expiring January 1, 2002, or
                  after the production of 3 million finished CO detectors,
                  commencing on the effective date of the contract, whichever
                  comes first; provided that this Agreement shall automatically
                  renew for successive terms of one (1) year each, unless either
                  party provides the other with written notice of its election
                  not to renew, not less than 120 days prior to the expiration
                  of the then current term. (The initial term and any renewal
                  term(s) shall be collectively referred to as the "TERM".)

         2.       PURCHASE AND DELIVERY OF CO DETECTORS:

                  (a)      Kidde Safety shall issue to SigmaTron a firm
                           commitment monthly schedule ("FIRM ORDER PERIOD") no
                           later than TWO week(S) prior to the start of the
                           production month based on the Kidde Master Production
                           Schedule (MPS). In addition to this firm monthly
                           schedule, Kidde will provide SigmaTron with a monthly
                           rolling three-month forecast ("FORECAST") to support
                           SigmaTron's procurement of long lead-time material
                           items. Upon SigmaTron's receipt and approval of MPS,
                           SigmaTron agrees to manufacture and Deliver and Kidde
                           shall be obligated to accept Delivery and pay the
                           Price (as defined in Section 5) for the CO Detectors
                           to be Delivered during the Firm Order Period. In turn
                           SigmaTron agrees to load into their MRP system and
                           pursue commitments on all parts, components and
                           packaging as required to fulfill the Kidde
                           requirements. Schedule adjustments will be submitted
                           and discussed by Kidde and SigmaTron as product
                           demand changes and materials issues arise. IF KIDDE
                           DIRECTS SIGMATRON TO PUSH OUT THE PRODUCTION
                           SCHEDULED DURING THE "FIRM ORDER PERIOD" FOR MORE
                           THAN TWO (2) MONTHS, DUE TO REASONS NOT CAUSED BY
                           SIGMATRON, KIDDE WILL REIMBURSE SIGMATRON AT THE RATE
                           OF 1% PER MONTH OF THE MATERIAL COST OF THE RAW
                           COMPONENTS IN STOCK FOR STOCK QUANTITIES EQUAL TO
                           VOLUME OF THE DELAYED UNITS AND IN EXCESS OF AGREED
                           SAFETY STOCK LEVELS.

                  (b)      Delivery shall be deemed to occur upon the delivery
                           by SigmaTron to Kidde's designated common carrier of
                           finished CO Detectors packaged for sale to the
                           ultimate user, F.O.B. SigmaTron's Del Rio, Texas
                           warehouse. ("Delivery"). Kidde will provide shipping
                           instructions to SigmaTron in advance. Except for
                           Deliveries either made to satisfy Kidde's obligations
                           described in the last sentence of Section 2(a) or
                           otherwise directed by Kidde, SigmaTron will ship in
                           full truck quantities only.

                  (c)      All Kidde owned machinery and equipment, tooling,
                           test chambers and fixtures to be utilized in
                           SigmaTron's manufacture and assembly of CO Detectors
                           (the "KIDDE EQUIPMENT") shall be delivered to Del
                           Rio, Texas by Kidde at Kidde's expense. Where


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                           practicable, Kidde will conspicuously mark each item
                           of Kidde Equipment prior to delivery to SigmaTron
                           with the following statement; "This equipment is
                           owned by Kidde." SigmaTron agrees it shall not
                           remove, modify or cover any such statement. Kidde
                           shall be responsible to insure the Kidde Equipment
                           against property damage in an amount not less than
                           the replacement cost thereof, which insurance shall
                           comply with the terms of the second and third
                           sentences of Section 12 hereof. Said insurance shall
                           cover the Kidde Equipment whether located in the
                           United States or Mexico and whether located at the
                           facilities of SigmaTron or a third party, such as an
                           approved vendor. All non-recurring charges for
                           tooling, testing and agency certification shall be
                           paid for by Kidde.

         3.       EXCLUSIVITY:

                  (a)      Subject to Sections 3(b), 3(c) and 17(k) below, Kidde
                           shall purchase from SigmaTron all of Kidde's
                           requirements for CO Detectors for resale in North
                           America.

                  (b)      If at any time during the Term, Kidde's anticipated
                           demand for any month during the Firm Order Period or
                           the Forecast Period is greater than 300,000 CO
                           Detectors, or if Kidde's proposed aggregate purchases
                           for the Firm Order Period and Forecast Period (taken
                           together) is greater than 1,200,000 CO Detectors,
                           Kidde may request that SigmaTron provide assurances
                           that it has the capacity to meet Kidde's
                           requirements. If SigmaTron's assurances to Kidde do
                           not satisfy Kidde in Kidde's reasonable discretion
                           that SigmaTron has the capacity to meet Kidde's
                           requirements, Kidde may obtain a second supplier to
                           provide to Kidde CO Detectors to meet the excess
                           demand only for the period of such excess demand.

                  (c)      Kidde's obligation to purchase CO Detectors from
                           SigmaTron shall not apply to indoor carbon monoxide
                           gas detectors manufactured by a third party that is
                           owned or acquired by Kidde or Williams PLC during the
                           Term. (d) SigmaTron will manufacture CO detector
                           exclusively for Kidde.

         4.       STORAGE AND RISK OF LOSS:

                  SigmaTron shall store all CO Detectors in its Del Rio, Texas
                  warehouse. The risk of loss for CO Detectors shall be the
                  responsibility of SigmaTron until Delivery to Kidde's carrier
                  has been completed. SigmaTron agrees to provide security for
                  the CO Detectors stored in its Del Rio, Texas warehouse
                  consistent with SigmaTron's past practices.


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         5.       PRICE; PAYMENT:

                  (a)      Kidde agrees to pay Sigmaton for each CO Detector
                           Delivered to Kidde hereunder a purchase price
                           ("PRICE") determined in accordance with a separate
                           agreement (the "Side Agreement") dated January 1,
                           2000; the terms of which have been agreed upon
                           between the parties.

                  (b)      Prices in the Side Agreement are quoted in U.S.
                           dollars F.O.B. SigmaTron's warehouse Del Rio, Texas.

                  (c)      Prices are quoted on the basis that any taxes arising
                           under the federal, state or local laws of Mexico
                           relating to SigmaTron's manufacture of CO Detectors
                           in Mexico and any customs duties relating to the
                           transfer of property from Mexico to the United States
                           are the responsibility of SigmaTron and that all
                           other property, sales, use or other taxes assessed on
                           the manufacture, storage or sale of CO Detectors are
                           the responsibility of Kidde; provided, however, that
                           SigmaTron is responsible for taxes assessed on its
                           manufacturing operation in Mexico. The party
                           responsible for any such duties or taxes shall cause
                           to be filed all returns and reports required in
                           connection with such duties or taxes and shall
                           indemnify and hold the other party harmless with
                           respect to such duties or taxes, as the case may be.

                  (d)      Payment shall be received by SigmaTron on or before
                           60 days after the date of SigmaTron's delivery of
                           invoices with detailed cost support documentation to
                           Kidde. SigmaTron shall issue invoices daily as CO
                           Detectors are shipped to Kidde designated location.
                           Kidde will not be required to pay invoices in 60 days
                           if it has not received cost support documentation
                           from SigmaTron within 30 days of invoice. KIDDE
                           AGREES TO PAY A 1% PER MONTH PENALTY ON ALL INVOICES
                           NOT PAID WITHIN 60 DAYS, ASSUMING THAT SIGMATRON HAS
                           MET ALL INVOICE DOCUMENTATION REQUIREMENTS. THE 1%
                           PENALTY SHALL NOT APPLY TO SPECIFIC INVOICE PAYMENT
                           TERMS THAT MAY BE AGREED TO SEPARATELY BY KIDDE AND
                           SIGMATRON.

         6.       CHANGE NOTICES; OBSOLETE INVENTORY;

                  (a)      Kidde may request changes of the models or to
                           specifications for CO Detectors by delivering to
                           SigmaTron a change notice ("Change Notice")
                           describing the changes and the proposed effective
                           date of such changes. Any increase or decrease in the


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                           Bill of Material Cost of, or direct labor time
                           required for, implementation of the changes shall be
                           reflected in the Price for the affected CO Detectors
                           set in accordance with the formula set forth in the
                           Side Agreement. Kidde shall issue any Change Notice
                           that may be required as a result of a change in
                           Exhibit A.

                  (b)      Implementation of a Change Notice may create obsolete
                           or surplus inventory of CO Detectors, components,
                           materials or supplies, whether in stock (including
                           Safety Stock, as defined in Section 10), subject to
                           orders not cancelable by SigmaTron without penalty,
                           or not otherwise useable by SigmaTron in the ordinary
                           course of business (all such inventory of CO
                           Detectors, components, materials or supplies shall be
                           referred to as "Obsolete Inventory"). Kidde shall
                           purchase from SigmaTron:

                           (i)      all Obsolete Inventory to the extent that it
                                    would have been used by SigmaTron to fill
                                    orders to be Delivered for the current month
                                    and during the Firm Order Period beginning
                                    as of the first day of the month following
                                    the effective date of the Change Notice;

                           (ii)     all Obsolete Inventory for orders beyond the
                                    Firm Order Period that were purchased by
                                    SigmaTron with Kidde's written approval and

                           (iii)    all Safety Stock that becomes Obsolete
                                    Inventory.

                  (c)      Kidde shall purchase Obsolete Inventory from
                           SigmaTron as follows:

                           (i)      Kidde shall pay SigmaTron the Price for:

                                    (a)      all finished CO Detectors scheduled
                                             to be Delivered for the current
                                             month and during the first two
                                             months of the Firm Order Period
                                             beginning as of the first day of
                                             the month following the effective
                                             date of the Change Notice; and

                                    (b)      all finished CO Detectors held as
                                             Safety Stock.

                           (ii)     Kidde shall pay SigmaTron 108% of the
                                    current Bill of Material Cost for:

                                    (a)      a maximum of 110% of all finished
                                             CO Detectors scheduled to be
                                             Delivered during the third month of
                                             said Firm Order Period;


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                  (b)      all raw material CO Detector kits held as Safety
                           Stock; and

                  (c)      all Obsolete Inventory for orders beyond the Firm
                           Order Period purchased with Kidde's written approval.

                  (d)      SigmaTron shall invoice Kidde for Obsolete Inventory
                           within 15 days after notification to Kidde of its
                           exposure or as soon thereafter as is practicable.

         7.       APPROVED VENDOR LIST:

                  (a)      SigmaTron shall procure all components, materials and
                           supplies necessary for the assembly and manufacture
                           of CO Detectors from such third parties as have been
                           approved in advance by Kidde as described in Kidde's
                           approved vendor list ("AVL"). SigmaTron will not
                           procure any components, materials or supplies for any
                           model of CO Detector prior to receiving Kidde's final
                           bill of material, include AVL, for that model. Kidde
                           may change the AVL in its sole discretion and such
                           changes shall be effective as directed by Kidde.
                           SigmaTron and Kidde agree that any such changes that
                           result in a change of model or specification shall be
                           treated as a Change Notice in accordance with Section
                           6.

                  (b)      SigmaTron shall not substitute any component,
                           material or supply without Kidde's prior written
                           consent, which consent may be withheld in the
                           exercise of Kidde's sole discretion. Should SigmaTron
                           become aware of opportunities for the realization of
                           savings in component costs or direct labor costs,
                           SigmaTron shall inform Kidde in writing. Kidde shall
                           conduct such investigation as it may desire and shall
                           decide, in the exercise of its sole discretion,
                           whether or not to proceeded so as to take advantage
                           of the suggestion. Any cost savings realized because
                           of changes initially suggested to Kidde by SigmaTron
                           shall be shared by Kidde and SigmaTron on a 50/50
                           basis for the first 12 months after the commencement
                           of the costs savings realization. Thereafter, the
                           benefit of all such cost savings shall be enjoyed by
                           Kidde solely.

                  (c)      Kidde may inspect SigmaTron's accounting and
                           purchasing records related to SigmaTron's purchase of
                           components, materials and supplies necessary for the
                           assembly and manufacture of CO Detectors, during
                           SigmaTron's regular business hours, at SigmaTron's
                           Elk Grove Village offices, upon two (2) business days
                           notice to SigmaTron. All such records are SigmaTron's
                           Confidential Information subject to all provisions of
                           Section 11 of this Agreement.


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         8.       ACCEPTANCE, TESTING AND REJECTION:

                  (a)      The basic acceptance criteria shall be conformance to
                           the drawings, specifications and test criteria
                           specified by Kidde.

                  (b)      SigmaTron shall conduct all quality assurance,
                           burn-in and tests required by Kidde for each CO
                           Detector and conform each CO Detector to requirements
                           of Underwriter's Laboratories ("UL") or other
                           approval authority as specified by Kidde. All tests
                           shall be conducted by SigmaTron at its plant that has
                           been dedicated to the final assembly and testing of
                           CO Detectors. SigmaTron further agrees that said
                           plant and its warehouse in Del Rio, Texas should be
                           available for inspection by Kidde and UL as desired.
                           Such inspections shall be conducted only during
                           regular business hours and subject to compliance with
                           SigmaTron's reasonable security requirements.

                  (c)      Kidde may reject lots of CO Detectors based on its
                           reasonable quality control methods of testing
                           individual units. In the event of such rejection,
                           SigmaTron shall be responsible for the freight cost
                           for shipping the rejected units back to SigmaTron and
                           for the cost of retesting any lots so rejected.

                  (d)      SigmaTron agrees that its Mexican manufacturing
                           operations will at all times maintain its ISO 9002
                           certification.

         9.       WARRANTY:

                  (a)      The parties acknowledge that Kidde is solely
                           responsible for the design and specifications of CO
                           Detectors. SigmaTron warrants to Kidde that each CO
                           Detector has been subjected to and passed all tests
                           defined in Section 8 (b), and will function in
                           accordance with drawings, specifications and test
                           criteria when delivered. SigmaTron further warrants
                           to Kidde that each CO Detector will be free from
                           defects in workmanship for a period of five years
                           from the date of manufacture. SigmaTron will stamp a
                           manufacture date code on each CO Detector in order to
                           create a reference date for such purpose. SigmaTron
                           does not warrant the functionality of the design or
                           specifications of any CO Detectors and does not
                           warrant any components, materials or supplies against
                           defects unless the defects are readily discoverable
                           upon inspection and Kidde required tests. These
                           warranties shall not apply and SigmaTron is not
                           responsible for defects in any CO Detector that has
                           been subject to improper handling, misuse, accident,
                           negligence, exposure to casualty or the elements, has
                           been


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                           operated in excess of conditions specified for the CO
                           Detector or has been altered or repaired in an
                           unauthorized manner. These warranties are not
                           assignable by Kidde.

                  (b)      The parties agree that Kidde shall be solely
                           responsible for any warranty service of CO Detectors.
                           To the extent that a CO Detector is returned to Kidde
                           by its customer because it is defective and the
                           defect resulted from a breach by SigmaTron of its
                           warranty as set forth in Section 9 (a) above or
                           SigmaTron's failure to use components, materials or
                           supplies from the AVL, Kidde shall be credited with
                           the full Price paid to SigmaTron for the defective CO
                           Detector plus Kidde's reasonable out-of-pocket costs
                           associated with the return and handling of the
                           defective CO Detector not to exceed $3.00 per
                           returned CO Detector. A CO Detector shall not be
                           considered defective for purposes of this credit
                           unless Kidde has returned it to SigmaTron for
                           inspection and verification. No defective CO Detector
                           so returned to SigmaTron shall be resold to Kidde as
                           a new unit.

                  (c)      Unless the claim is primarily attributable to
                           SigmaTron within the meaning of the following
                           sentence, Kidde shall indemnify and hold SigmaTron
                           harmless from any losses, claims (including product
                           liability claims) and costs, including court costs
                           and attorney's fees, which arise from claims of third
                           parties based upon the use, sale, design,
                           specifications, or operation of CO Detectors supplied
                           to Kidde. SigmaTron shall indemnify and hold harmless
                           Kidde from any losses, claims, liabilities and costs,
                           including court cost and attorney's fees, which arise
                           from claims of third parties which are primarily
                           attributable to SigmaTron, namely arising out of a
                           breach by SigmaTron of its warranty as set forth in
                           Section 9(a) above or a failure by SigmaTron to use
                           components, materials or supplies from the AVL. The
                           foregoing indemnities shall be limited to $5,000,000
                           per claim. In the event a third party proceeds
                           against both SigmaTron and Kidde in an action that
                           may result in indemnification rights under either of
                           the first two sentences of this Section 9(c), each of
                           SigmaTron and Kidde shall defend itself in that
                           action and cooperate in the defense to the fullest
                           extent possible without adversely affecting its
                           interests, and SigmaTron and Kidde agree not to
                           assert cross-claims in the resulting arbitration,
                           mediation or litigation. The preceding sentence shall
                           not be construed as a waiver of the right to assert
                           any claim against the other in a different action. If
                           Kidde and SigmaTron cannot agree as to which
                           indemnification applies, that question shall be
                           resolved by arbitration pursuant to Section 17 (h).

                  (d)      NOTWITHSTANDING SECTION 13(f) BELOW, KIDDE'S REMEDIES
                           UNDER SECTION 9(b) FOR SIGMATRON'S


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                           BREACH OF WARRANTY ARE EXCLUSIVE OF ALL OTHER
                           WARRANTIES EXPRESS OR IMPLIED, AND SIGMATRON HEREBY
                           SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED
                           WARRANTY OF ANY TYPE, INCLUDING WITHOUT LIMITATION
                           THE WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY
                           PARTICULAR USE OR PURPOSE.

         10.      SAFETY STOCK;

                  (a)      In recognition of the potential for unexpected
                           fluctuations in Kidde's customer's demands for CO
                           Detectors, when requested in writing by Kidde to do
                           so, SigmaTron agrees to keep in its Del Rio, Texas,
                           warehouse an inventory equal to 20,000 units of
                           finished CO Detectors and 30,000 complete raw
                           material CO Detector kits (collectively, "SAFETY
                           STOCK"). Prior to Delivery, the Safety Stock shall be
                           owned by SigmaTron. SigmaTron shall bear the risk of
                           loss with respect to Safety Stock prior to Delivery.
                           Kidde may request delivery of Safety Stock as
                           follows:

                           (i)      finished CO Detectors may be requested at
                                    any time with no lead time constraints.
                                    SigmaTron shall Deliver the requested CO
                                    Detectors within 48 hours after SigmaTron's
                                    receipt of Kidde's request;

                           (ii)     finished CO Detectors assembled from the raw
                                    material kits shall be Delivered by
                                    SigmaTron to Kidde within 5 weeks of Kidde's
                                    request.

                  (b)      Kidde shall pay SigmaTron the Price for CO Detectors
                           Delivered from Safety Stock.

                  (c)      Any depletion in required levels of Safety Stock
                           shall be replenished by SigmaTron as soon as
                           reasonably possible. Deliveries of CO Detectors from
                           Safety Stock are in addition to Deliveries scheduled
                           for any Firm Order Period.

         11.      CONFIDENTIALITY:

                  (a)      During the course of their business relationship
                           described in this Agreement, each party may disclose
                           to the other party confidential and proprietary
                           information, including without limitation financial
                           information, (all of such information being referred
                           to herein as "Confidential Information"), the
                           unauthorized disclosure of which may adversely affect
                           the competitive advantage of the disclosing party.
                           Therefore, each of Kidde and SigmaTron hereby agrees
                           that it shall maintain the Confidential Information
                           of the other party in strictest confidence and use
                           such Confidential Information only to


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                           fulfill its obligations to the other party under this
                           Agreement or as otherwise permitted under this
                           Agreement and shall not disclose Confidential
                           Information to any third party without the prior
                           written consent of the owner; provided however, that
                           either party may disclose Confidential Information of
                           the other to lenders, accountants, counsel, and other
                           third parties with a duty of confidentiality to the
                           disclosing party, as long as such disclosing party
                           take reasonable efforts to require such third parties
                           to keep such information confidential. Upon the
                           termination of this Agreement, each party shall
                           return or destroy any Confidential Information
                           received from the other party upon request.

                  (b)      Confidential Information does not include matters:

                           (i)      which are or become generally known to the
                                    public;

                           (ii)     independently developed by the recipient
                                    (provided that the recipient has not used
                                    the Confidential Information of the
                                    disclosing party);

                           (iii)    independently developed by a third party
                                    without breach of a confidentiality
                                    obligation to the disclosing party; or

                           (iv)     required to be disclosed pursuant to order
                                    of court or other governmental authority so
                                    long as the party being required to make the
                                    disclosure gives prompt notice thereof to
                                    the other party prior to such disclosure (if
                                    possible).

                  (c)      Each party acknowledges that a breach or threatened
                           breach of its obligations hereunder may cause
                           irreparable damage to the other party not adequately
                           compensated by monetary damages. Therefore, each
                           party agrees that the non-breaching party shall have
                           the right to obtain, without the necessity of bond,
                           equitable remedies including without limitation
                           specific performance and injunctive relief, upon
                           application.

                  (d)      SigmaTron's Confidential Information may constitute
                           material non-public information which may be
                           important to an investor in making a decision to
                           purchase or sell securities in SigmaTron. Until such
                           time as Confidential Information is made public,
                           Kidde agrees not to utilize such information in
                           purchasing or selling securities of SigmaTron and to
                           use reasonable efforts not to disclose any portion of
                           such information to a third party who might trade on
                           the Confidential Information or disclose it to
                           others.

                  (e)      The provisions of this Section 11 shall survive the
                           expiration or termination of the Term of this
                           Agreement for five (5) years.


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         12.      INSURANCE:

                  Each party agrees that all times during the Term of this
                  Agreement it shall carry property damage and general liability
                  insurance (including without limitation product liability and
                  business liability) coverage in an amount no less that
                  $5,000,000 per occurrence and $5,000,000 overall. Each party
                  shall name the other party as additional insured under such
                  policy and shall deliver to the other party a Certificate of
                  Insurance as proof of such coverage status within ten days of
                  the effective date of this Agreement and within ten days of
                  the renewal date of such insurance coverage. Each policy will
                  also provide that no change or cancellation will be effective
                  without 30 days written notice to such additional insured.

         13.      DEFAULT AND REMEDIES; TERMINATION:

                  (a)      Either party may declare the other party in default:

                           (i)      if the defaulting party defaults in any
                                    payment to the non-defaulting party and such
                                    failure continues unremedied for a period of
                                    twenty (20) days after the date of receipt
                                    by the defaulting party of written notice
                                    specifying the default in reasonable detail;
                                    or

                           (ii)     if the defaulting party defaults in its
                                    performance of any other term or condition
                                    of this Agreement, or of any MPS issued
                                    pursuant to this Agreement, and such default
                                    continues unremedied for a period of thirty
                                    (30) days after the date of receipt by the
                                    defaulting party of written notice
                                    specifying the default in reasonable detail;
                                    or

                           (iii)    if the defaulting party files a petition in
                                    bankruptcy, has a petition in bankruptcy
                                    filed against it and such petition is not
                                    dismissed within 90 days, makes an
                                    assignment for the benefit of creditors,
                                    suffers foreclosure of all or substantially
                                    all of its assets or seeks the appointment
                                    of a receiver for all or substantially all
                                    of its assets.

                  (b)      In the event of a default hereunder, the
                           non-defaulting party may, by thirty (30) days prior
                           written notice to the defaulting party, terminate
                           this Agreement and all or any of the privileges,
                           permissions and rights granted to the defaulting
                           party hereunder or in connection herewith in whole or
                           in part. The effective date of termination will be
                           the date therefor stated in any termination notice
                           given hereunder, which date will not be before the
                           expiration of any applicable cure period provided for
                           herein. Any


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                           such termination will not affect the liability of
                           either party for any breach arising prior to such
                           termination.

                  (c)      Upon the expiration of the Term or in the event of an
                           unremedied event of default by Kidde (and the
                           expiration of any cure periods), SigmaTron ,may
                           exercise any one or more of the following remedies,
                           in addition to any other remedies available to it
                           hereunder:

                           (i)      all inventory, components and materials
                                    (including the Safety Stock), either in
                                    stock, on order and not cancelable by
                                    SigmaTron without penalty, or not useable by
                                    SigmaTron in the ordinary course of its
                                    business, may be treated by SigmaTron as
                                    Obsolete Inventory under Section 6;

                           (ii)     SigmaTron may terminate its obligations to
                                    manufacture and assemble CO Detectors
                                    exclusively for Kidde;

                           (iii)    SigmaTron may sell to third parties any
                                    inventory, components or materials in
                                    SigmaTron's possession, including without
                                    limitation, finished CO Detectors produced
                                    on or before the date SigmaTron declares
                                    Kidde in default and Safety Stock (as
                                    finished goods or in the form then retained
                                    by SigmaTron), free of claim by Kidde and on
                                    any terms and conditions (including without
                                    limitation price) determined by SigmaTron;
                                    or

                           (iv)     SigmaTron shall be entitled to hold
                                    shipments of CO Detectors required to be
                                    Delivered to Kidde until SigmaTron receives
                                    full payment therefore.

                  (d)      Upon expiration of the Term or in the event of an
                           unremedied event of default by SigmaTron (and the
                           expiration of any cure periods), SigmaTron will
                           complete all work in process and then make available
                           for removal by Kidde all Kidde equipment, all such
                           Kidde Equipment to be in good condition and repair,
                           ordinary wear and tear accepted and free of all liens
                           and encumbrances created by or due to SigmaTron.

                  (e)      Except as provided in Section 9 above, the remedies
                           provided for in this Agreement are not exclusive and
                           shall be in addition to any other remedies available
                           to the non-defaulting party, at law or in equity.



                                       12
<PAGE>   13

         14.      ASSIGNMENTS; CHANGE OF CONTROL

                  (a)      Neither party may assign its rights or obligations
                           hereunder without the prior written consent of the
                           other party, which consent may be withheld in the
                           sole discretion of such party.

                  (b)      In the event that all or substantially all of Kidde's
                           assets or a change in control of Kidde is to be
                           effected by a merger, consolidation, reorganization,
                           or a sale of capital stock of Kidde, Kidde shall give
                           notice to SigmaTron of such pending event so that
                           SigmaTron may attempt to enter into a requirements
                           contract similar to this Agreement with the third
                           party acquirer, to become effective upon the
                           consummation of the sale. If SigmaTron is not able to
                           execute a mutually acceptable agreement with the
                           third party, the terms of this Agreement shall bind
                           said third party, at SigmaTron's option, for a period
                           of 12 months after consummation of the sale or the
                           remainder of the term, whichever is the first to
                           expire. SigmaTron will exercise its option, if at
                           all, by giving written notice to Kidde not later than
                           30 days after the occurrence of a meeting among
                           Kidde, SigmaTron and the third party commencing the
                           negotiation of such an agreement. SigmaTron agrees to
                           make its representative available for such meeting
                           upon three days' prior written notice.

                  (c)      In the event that all or substantially all of
                           SigmaTron's assets or a change in control of
                           SigmaTron is to be effected by a merger,
                           consolidation, reorganization, or a sale of capital
                           stock of SigmaTron, SigmaTron shall give notice to
                           Kidde of such pending event. Upon occurrence of such
                           pending event, Kidde may at its option terminate this
                           Agreement upon 30 days written notice.

         15.      PROJECT MANAGERS:

                  Each party shall appoint an individual to act as its project
                  manager for this Agreement. Each project manager shall be
                  primarily responsible for technical and service liaison with
                  the other party for all elements of this business
                  relationship. Initially, Kidde appoints Robert J. Strople as
                  its project manager and SigmaTron appoints Gary R. Fairhead as
                  its project manager. Each party shall have the right to change
                  its project manager at any time by written notice sent to the
                  other party.

         16.      PROPRIETARY RIGHTS:

                  (a)      The parties acknowledge that the design and
                           specifications of CO Detectors, the know-how
                           associated with the components of CO Detectors and
                           all of Kidde customer lists are proprietary to Kidde.
                           Nothing in this Agreement shall be construed as
                           granting to


                                       13
<PAGE>   14

                           SigmaTron or conferring on SigmaTron any rights by
                           license or otherwise to Kidde patents, trademarks,
                           copyrights or other proprietary rights except as
                           necessary for SigmaTron to perform its obligations
                           under this Agreement or exercise its right to sell
                           finished CO Detectors under Section 13(c) of this
                           Agreement.

                  (b)      (i)      Kidde shall, at its own expense, defend,
                                    indemnify and hold SigmaTron harmless from
                                    any loss, liability or expense (including
                                    court costs and attorney's fees) resulting
                                    from any actual or alleged infringement or
                                    other violation of any patent, trademark,
                                    copyright or other proprietary right of any
                                    third party to the extent that such
                                    infringement is based on SigmaTron's
                                    production for Kidde of CO Detectors in
                                    accordance with specifications provided by
                                    Kidde to SigmaTron under this Agreement.

                           (ii)     If Kidde is not able to procure from the
                                    person or persons claiming infringement the
                                    right for SigmaTron to continue production
                                    of the affected CO Detectors on such terms
                                    as are mutually acceptable by the parties,
                                    Kidde shall purchase from SigmaTron each of
                                    the following that results from the
                                    inability of SigmaTron to use the infringing
                                    goods (all such inventory of CO Detectors,
                                    components, materials or supplies, whether
                                    in stock (including Safety Stock), subject
                                    to orders not cancelable by SigmaTron
                                    without penalty, or not otherwise useable by
                                    SigmaTron in the ordinary course of its
                                    business is herein called "Infringing
                                    Obsolete Inventory"):

                                    (a)      all Infringing Obsolete Inventory
                                             to the extent that it would have
                                             been used by SigmaTron to fill
                                             orders to be Delivered for the
                                             current month and during the Firm
                                             Order Period beginning as of the
                                             first day of the month following
                                             the date on which SigmaTron was
                                             required to cease production of the
                                             infringing product;

                                    (b)      all Infringing Obsolete Inventory
                                             for orders beyond the Firm Order
                                             Period that were purchased by
                                             SigmaTron with Kidde's written
                                             approval; and

                                    (c)      all Safety Stock that becomes
                                             Infringing Obsolete Inventory.

                           (iii)    Kidde shall purchase Infringing Obsolete
                                    Inventory from SigmaTron as follows:


                                       14
<PAGE>   15

                                    (a)      Kidde shall pay SigmaTron the Price
                                             for:

                                             1.    all finished CO Detectors
                                                   scheduled to be Delivered
                                                   for the current month and
                                                   during the first two months
                                                   of the Firm Order Period
                                                   beginning as of the first
                                                   day of the month following
                                                   the date on which SigmaTron
                                                   was required to cease
                                                   production of the infringing
                                                   product; and

                                             2.    all finished CO Detectors
                                                   held as Safety Stock.

                                    (b)      Kidde shall pay SigmaTron 108% of
                                             the current Bill of Materials Cost
                                             for:

                                             1.    110% of all finished CO
                                                   Detectors scheduled to be
                                                   Delivered during the third
                                                   month of said Firm Order
                                                   Period;

                                             2.    all raw material CO Detector
                                                   kits held as Safety Stock;
                                                   and

                                             3.    all Infringing Obsolete
                                                   Inventory for orders beyond
                                                   the Firm Order Period
                                                   purchased with Kidde's
                                                   written approval.

                           (iv)     SigmaTron shall invoice Kidde for Infringing
                                    Obsolete Inventory within 15 days after
                                    notification to Kidde of its exposure or as
                                    soon thereafter as practicable.

                  (c)      Kidde represents to SigmaTron that Kidde has received
                           no notice of any claim and is aware of no threatened
                           claim that any CO Detector infringes or violates any
                           patent, trademark, copyright or other proprietary
                           right of any third party. Kidde agrees that they
                           shall immediately notify SigmaTron when Kidde has
                           knowledge that such claim or threatened claim has
                           been asserted with respect to any CO Detector
                           manufactured by SigmaTron.

         17.      MISCELLANEOUS:

                  (a)      Effect of Headings: The headings contained in this
                           Agreement are to facilitate reference only, do not
                           form a part of this Agreement and shall not in any
                           way affect the construction of interpretation hereof.

                  (b)      Non-waiver: The failure of either party to enforce or
                           exercise any provision, right or option under this
                           Agreement shall not prejudice


                                       15
<PAGE>   16

                           any other right which that party may otherwise have
                           under this Agreement, at law or in equity.

                  (c)      Notices: Any notice, request, instruction, invoice or
                           other document required or permitted to be given
                           hereunder shall be in writing and addressed as
                           follows (or to such different address as has been set
                           forth in a notice to the other party):

                                      SigmaTron International, Inc.
                                      2201 Landmeier Road
                                      Elk Grove Village, IL 60007
                                      Facsimile: 847/956-8082
                                      Attn:  Gary R. Fairhead, President

                                      With a copy to:

                                      Henry J. Underwood, Jr.
                                      Defrees & Fiske
                                      200 South Michigan Avenue
                                      Suite 1100
                                      Chicago, IL  60604
                                      Facsimile:  312/939-5617

                                      Robert J. Strople
                                      Vice President of Global Operations
                                      Walter Kidde Portable Equipment, Inc.
                                      1394  South Third Street
                                      Mebane, NC  27302
                                      Facsimile:  919/563-4582

                                      With a copy to:

                                      Mark Adcock
                                      Moore & Van Allen, PLLC
                                      Bank of America Corporate Center
                                      100 North Tryon Street, Floor 47
                                      Charlotte, NC  28202
                                      Facsimile:  704/331-1159

                           Notices so given shall be deemed delivered one
                           business day after machine confirmation of facsimile
                           transmission if sent via facsimile, or on the next
                           business day if sent via recognized overnight
                           courier, all fees prepaid.


                                       16
<PAGE>   17

                  (d)      Release of Publicity: Neither party shall, without
                           first securing the written consent of the other party
                           hereto, advertise or release any publicity regarding
                           the existence of this Agreement or its contents. As a
                           public company, SigmaTron is required to give notice
                           to the public of all of its material agreements and
                           any changes thereto. Kidde acknowledges that this
                           Agreement is material to SigmaTron and consents to
                           the issuance of a press release announcing the
                           execution of this Agreement. In addition, if
                           SigmaTron is required by applicable regulatory
                           requirements to announce publicly other aspects of
                           its business relationship with Kidde or this
                           Agreement, Kidde shall respond reasonably and
                           promptly to SigmaTron's requests for approval of the
                           content of announcements.

                  (e)      Applicable Law: This Agreement and all matters
                           connected with the performance hereof shall be
                           construed, interpreted, applied, and governed in all
                           respects according to the laws of the State of North
                           Carolina notwithstanding any conflicts of law rules
                           that may provide otherwise.

                  (f)      Modification of Agreement: This Agreement, the
                           Guaranty and the Side Agreement set forth the entire
                           understanding and agreement between the parties on
                           the subject matter hereof and merges and supersedes
                           all previous communications, negotiations,
                           warranties, representations, purchase orders and
                           agreements, either oral or written, with respect to
                           the subject matter hereof, including without
                           limitation the 1996 Agreement, and no addition to or
                           modification of this Agreement shall be binding on
                           either party hereto unless reduced to writing and
                           duly executed by the party to be charged.

                  (g)      Severability: If any term or provision of this
                           Agreement is found to be illegal or unenforceable
                           then, notwithstanding such partial invalidity, the
                           remaining portions of this Agreement shall remain in
                           full force and effect.

                  (h)      Arbitration:

                           (i)      Except as provided in subsection (ii), any
                                    dispute, controversy, difference or claim
                                    arising out of, relating to or in connection
                                    with this Agreement, shall be finally
                                    settled by arbitration in accordance with
                                    the Commercial Arbitration Rules of the
                                    American Arbitration Association then in
                                    effect by three arbitrators appointed in
                                    accordance with such rules. Each of the
                                    arbiters shall be a member of the Bar of the
                                    State of North Carolina, actively engaged in
                                    the practice of law, or retired judge from
                                    the Superior Court, Court of Appeals or
                                    Supreme Count of North


                                       17
<PAGE>   18

                                    Carolina. The arbiters shall have power to
                                    grant equitable remedies in addition to
                                    imposing monetary damages. The arbiters'
                                    award shall be final and binding. Judgment
                                    upon the award rendered by the arbiters may
                                    be entered in any court having jurisdiction
                                    thereof. The arbitration shall take place in
                                    Charlotte, North Carolina or such other
                                    place as the parties may agree. The
                                    arbitration shall include (x) a provision
                                    that the prevailing party in such
                                    arbitration shall recover its costs of the
                                    arbitration and reasonable attorney's fees
                                    from the other part, and (y) the amount of
                                    such costs and fees.

                           (ii)     Notwithstanding subsection, (i) either
                                    party, if it believes that it is entitled to
                                    injunctive relief file a civil action in any
                                    court having jurisdiction seeking injunctive
                                    relief. Any claim or demand for monetary
                                    damages shall, however, be governed
                                    exclusively by the provisions for
                                    arbitration set forth in subsection (i).

                  (i)      Independent Contractors: Each of Kidde and SigmaTron
                           will perform its work under this Agreement as an
                           independent contractor and not as an agent or
                           employee of the other. Subject to the terms and
                           conditions of this Agreement, each party shall at its
                           sole discretion, choose the means to be employed and
                           the manner of carrying out its obligations hereunder.

                  (j)      Use of Standard Forms: Either party may use its
                           standard purchase order or invoice forms during their
                           course of their business relationship. However, the
                           preprinted terms and conditions of such form shall
                           not be binding upon the parties, their intention
                           being that the terms and conditions of their business
                           relationship shall be governed by this Agreement.

                  (k)      Force Majeure: Neither party hereto will be liable
                           for any failure to perform any obligation under this
                           Agreement, or for delay in such performance, to the
                           extent such failure to perform or delay is caused by
                           circumstances beyond its reasonable control,
                           including without limitation fire, storm, flood,
                           earthquake, explosion, accident, war, rebellion,
                           insurrection, sabotage, restrictions, labor disputes
                           or shortages, transportation embargoes, delays in
                           transportation, shortages of materials due to
                           circumstances beyond reasonable control, shortages of
                           fuels or power, acts of God, acts of any government
                           or any agency thereof, and judicial action. Any
                           suspension of performance by reason of this Section
                           17(k) will be limited to the period during which the
                           cause of suspension exists and will apply only to the
                           extent that the party whose performance is affected
                           by such event uses reasonable efforts to minimize the


                                       18
<PAGE>   19

                           effect of any failure to perform or to minimize the
                           period of any delay. In the event of any such event
                           excusing or delaying the performance of SigmaTron,
                           Kidde shall be permitted to purchase CO Detectors
                           from other sources of supply until thirty (30) days
                           after Kidde's receipt of written notice from
                           SigmaTron that the force majeure event no longer
                           exists.

                  (l)      Non-Compete:

                           (i)      In consideration of Kidde's covenants
                                    hereunder and so long as Kidde is not in
                                    default hereunder, including without
                                    limitation, in default of Kidde's obligation
                                    to pay, SigmaTron agrees (and agrees to
                                    cause any affiliate of SigmaTron) as
                                    follows:

                                    A.       during the Term, to manufacture any
                                             device that detects indoor levels
                                             of carbon monoxide gas exclusively
                                             for Kidde;

                                    B.       during the Term and for one year
                                             after either expiration of this
                                             Agreement by its own terms or early
                                             termination of this Agreement by
                                             Kidde in accordance with the
                                             provisions of Section 13(e) hereof,
                                             not to produce, manufacture,
                                             assemble or sell its own brand of
                                             carbon monoxide detector
                                             ("SigmaTron Detector");

                                    C.       during the Term and for two years
                                             after the termination of this
                                             Agreement by Kidde as a direct
                                             result of an unremedied event of
                                             default by SigmaTron hereunder, not
                                             to produce, manufacture, assemble
                                             or sell a SigmaTron Detector;

                                    D.       during the Term and for three
                                             months after either the expiration
                                             of this Agreement by its own terms
                                             or early termination of this
                                             Agreement by Kidde in accordance
                                             with the provisions of Section
                                             13(e) hereof, not to provide
                                             services as a contract manufacturer
                                             to any other person or entity for
                                             the production, manufacture,
                                             assembly or sale of any product
                                             that has as its primary purpose the
                                             detection of carbon monoxide levels
                                             ("Contract Manufacturing
                                             Services"); and

                                    E.       during the Term and for one year
                                             after the termination of this
                                             Agreement by Kidde as


                                       19
<PAGE>   20

                                             a direct result of an unremedied
                                             event of default by SigmaTron
                                             hereunder, not to provide Contract
                                             Manufacturing Services.

                           Notwithstanding the foregoing, SigmaTron shall be
                           immediately released from its obligations under this
                           subsection (i) if SigmaTron terminates this Agreement
                           as a direct result of an unremedied event of default
                           by Kidde.

                           (ii)     Each of SigmaTron and Kidde agrees, for
                                    itself and its affiliates, that it will not
                                    solicit any employees of the other party or
                                    its affiliates for employment for a period
                                    of two years following any expiration or
                                    termination of this Agreement.

                           (iii)    Each party agrees that the foregoing
                                    restrictions shall apply to any activity in
                                    any part of the world. Each party
                                    acknowledges that the manufacture and
                                    distribution of carbon monoxide detectors is
                                    a worldwide market and further acknowledges
                                    that the geographic scope, functional scope
                                    and duration of each of the foregoing
                                    restrictions are reasonable. In light of the
                                    fact that damages for a breach of any such
                                    restrictions might be difficult to
                                    ascertain, each party agrees that the
                                    non-breaching party shall be entitled to
                                    injunctive relief in the event of an
                                    unremedied breach by the other party of any
                                    of the foregoing restriction, in addition to
                                    whatever remedies at law may be available to
                                    the non-breaching party in connection with
                                    such breach.

                  (m)      Consequential Damages: Neither party shall be liable
                           to the other or any third party for loss of profits,
                           or indirect, special, incidental, or consequential
                           damages.

                  (n)      Right of Set-Off: Each party is entitled to set off
                           against amounts it may owe to the other party amounts
                           owed to it by the other party in connection with this
                           Agreement or any other agreement between them.


                                       20
<PAGE>   21

IN WITNESS WHEREOF, the parties have caused this Amended and Restated Agreement
to be executed by their respective duly authorized officers effective as of the
date first above written.



Walter Kidde Portable Equipment, Inc.      SigmaTron International, Inc.

By: /s/ Robert J. Strople                  By: /s/ Gary R. Fairhead
    --------------------------------           ---------------------------------


Name:  Robert J. Strople                   Name:  Gary R. Fairhead
Title:  Vice President of Global           Title:  President and Chief Executive
        Operations                                 Officer



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