Asset Purchase Agreement


ASSET PURCHASE AGREEMENT


        THIS AGREEMENT (the "Agreement")
is made as of the 18th day of June, 2001, by and among WILSON GREATBATCH TECHNOLOGIES, INC.,
a Delaware corporation ("WGT") and GB ACQUISITION CO., INC., a Delaware corporation
(the "Purchaser"); and MAXWELL TECHNOLOGIES, INC., a Delaware corporation ("Maxwell")
and MAXWELL ELECTRONIC COMPONENTS GROUP, INC., a California corporation ("Seller").


BACKGROUND STATEMENT


        Seller
desires to sell to Purchaser, and Purchaser desires to purchase from Seller,
certain of the assets of Seller relating to the Business (as hereafter defined)
presently conducted in or in connection with Seller’s Sierra-KD Components
Division (“Sierra”) and to assume certain liabilities of Seller
associated with such Business, upon and subject to the terms of this Agreement.
Seller is a wholly-owned subsidiary of Maxwell. Purchaser is an indirect
wholly-owned subsidiary of WGT. 


TERMS OF AGREEMENT


        NOW, THEREFORE, in consideration
of the mutual covenants and promises contained in this Agreement, and for other good
and valuable consideration, the receipt and adequacy of which is hereby acknowledged,
Purchaser, WGT, Seller and Maxwell agree as follows: 


1.   DEFINITIONS


    1.1     
Defined Terms.  As used in this Agreement, the terms that are underlined or listed
below shall have the following meanings:


        “Affiliate”
means, as to any Person, any other Person which directly or indirectly controls,
or is under common control with, or is controlled by, such Person. As used in
this definition “control” (including, with its correlative meanings,
“controlled by” and “under common control with”) shall mean
possession, directly or indirectly, of power to direct or cause the direction of
management or policies (whether through ownership of securities, ownership of
partnership or other equity interests, by contract or otherwise). 


        “Accounts
Receivable” means all trade accounts receivable of the Business and all
debts or obligations due from the customers of the Business. 


        “Agreement”
means this Asset Purchase Agreement, together with the Schedules and Exhibits
attached to this Agreement and the certificates and instruments to be executed
and delivered in connection with this Agreement. 


        “Assumed Contracts”
means (i) the Contracts listed on Schedule 4.13(a) except for any of such
Contracts that are also identified on Schedule 1.1(A) as being a Retained
Liability and (ii) the Minor Contracts.


        “Assumed
Liabilities” means the following liabilities of the Seller and only
such liabilities: 


	 	(1)	the Assumed Operating Liabilities; and
	 	(2)	Seller's liabilities under the Assumed Contracts which arise from
and after the Closing Date.



        “Assumed
Operating Liabilities” means the obligations and liabilities of Seller
as of the Effective Time of the specific types listed on Schedule 1.1(B)
which were incurred in the ordinary course of operating the Business and which
have not yet been paid or discharged.


        “Business”
means the portion of the Seller’s operations and business operated as its
Sierra Division which (i) manufactures, designs and/or sells ceramic filter
capacitors, (ii) integrates such filters with wire feedthroughs and (iii)
designs, manufactures and markets ceramic capacitors for military, aerospace and
commercial applications (the “Product Lines”) whether such
operations and business are conducted by Seller or by any Affiliate of Seller.


        “Business
Records” means all originals of all data and records of Seller and
Maxwell, on whatever media, located at the Seller’s facility in Carson
City, Nevada which relate to the operation of the Business or Purchased Assets
including, but not limited to, purchase and sale orders and invoices, sales and
sales promotional data, advertising materials, marketing analyses, past and
present price lists, past and present customer service files, credit files, cost
data, written operating methods and procedures, operating records and other
information related to the Tangible Personal Property, all information and
documents pertaining to the Transferred Intellectual Property, personnel records
for the Transferred Employees and other records pertaining to the Purchased
Assets or customers or suppliers of, or any other parties having contracts or
other business relationships with, the Seller relating to the Business,
but not including any Excluded Assets.


        “Closing
Date” means June 18, 2001, except that if all of the conditions to
Closing set forth in Article 7 of this Agreement shall not have been satisfied
or waived on or prior to such date, “Closing Date” shall mean
such business day after the satisfaction or waiver of all such conditions to
Closing as the parties may agree upon. 


        “Code”
means the Internal Revenue Code of 1986, as amended to date. 


        “Contract”
shall mean any contract, agreement, obligation, promise, commitment or
undertaking (whether written or oral, express or implied) that is legally
binding. 


        “Customer
Lists” means all past and current customer and potential customer lists
of the Business. 


        “Employee
Pension Benefit Plan” has the meaning set forth in ERISA Section 3(2). 


        “Employee Welfare
Benefit Plan” has the meaning set forth in ERISA Section 3(1). 


        “Encumbrance”
means with respect to any Person any mortgage, deed of trust, pledge, lien,
security interest, charge or other security arrangement of any nature
whatsoever, whether voluntarily or involuntarily given, including any
conditional sale or title retention arrangement, and any assignment, deposit
arrangement or lease intended as, or having the effect of, security and any
filed financing statement or other notice of any of the foregoing (whether or
not a lien or other encumbrance is created or exists at the time of the filing). 


        “Environmental
Claim” means any accusation in writing, allegation in writing, notice
of violation, claim in writing, suit, action, demand in writing or written order
by any Person for any damage (including, but not limited to, personal injury,
tangible or intangible property damage, contribution, indemnity, indirect or
consequential damages, damage to the environment, environmental remediation
costs, nuisance, pollution, contamination or other adverse effects on the
environment or for fines, penalties or restrictions) resulting from or relating
to (i) an Environmental Condition at, in, by or from any of the Facilities,
(ii) the use, handling, transportation, storage, treatment or disposal of
any Hazardous Substance at or in connection with the operation of any of the
Facilities, or (iii) the violation, or alleged violation, of any
Environmental Laws relating to any operations at or in connection with any of
the Facilities. 


        “Environmental
Condition” means the existence or threat of any Release into the
environment of, or exposure to, any Hazardous Substance. 


        “Environmental
Law” means any applicable federal, state, local or foreign statutes,
ordinances or other laws, any rules or regulations promulgated thereunder, and
any licenses, permits, orders, judgments, notices or other requirements lawfully
issued pursuant thereto and applicable to any of the Facilities, or any
operations thereat (including, but not limited to, laws regulating the
identification, reporting, generation, manufacture, processing, distribution,
use, treatment, storage, disposal, transport or threatened release of, any
pollutants, contaminants, wastes or any other substances or materials) relating
to pollution or protection of the environment (including, but not limited to,
ambient air, surface water, groundwater, land surface or sub-surface strata,
whether outside, inside or under any structure). Without limiting the generality
of the foregoing, Environmental Laws shall include the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended, the
Toxic Substances Control Act, as amended, the Hazardous Materials Transportation
Act, as amended, the Resource Conservation and Recovery Act, as amended, the
Clean Water Act, as amended, the Safe Drinking Water Act, as amended, the Clean
Air Act, as amended, the Atomic Energy Act of 1954, as amended, the Occupational
Safety and Health Act, as amended, and all analogous laws enacted, promulgated
or lawfully issued by the United States, any state of the United States or any
political subdivision of any such state.


        “ERISA”
means the Employee Retirement Income Security Act of 1974, as amended. 


        “Excluded Assets” means:


	 	(1)	cash, cash equivalents and marketable securities (determined in
accordance with GAAP) of Seller;
	 	(2)	all assets, tangible and intangible, of the Seller that are not
used solely in connection with the Business;
	 	(3)	all financial, accounting and bookkeeping books and records, minute
books of Seller that are not Business Records;
	 	(4)	All assets related to any Employee Benefit Plan of Seller or any
Affiliate thereof;
	 	(5)	Any and all Tax credits and Tax refunds relating to the operation of the
Business prior to Closing other than any such credits and refunds relating to an
Assumed Operating Liability;
	 	(6)	Any permits of Seller relating to the Business that are not
assignable to Purchaser;
	 	(7)	The Accounts Receivable;
	 	(8)	The name "MAXWELL," alone or in any combination with any other
words; and
	 	(9)	All software or network connections which relate to, or connect
with, Seller's and Maxwell's computer systems.



        “Facilities”
means (i) the Real Property and (ii) any real property leased or rented by
Seller relating to the Business now or at any time since January 1, 1996. 


        “GAAP”
means generally accepted accounting principles.


        “Goodwill”
means the goodwill of the Business.



        “Governmental
Authority” means any federal, state, local or foreign government, or
any political subdivision of any of the foregoing, or any court, agency or other
entity, body, organization or group, exercising any executive, legislative,
judicial, quasi-judicial, regulatory or administrative function of government.


        “Governmental
Requirement” means any law, statute, rule, regulation, code, plan,
injunction, judgment, order, decree, ruling or charge under any Governmental
Authority. 


        “Hazardous
Substances” means any pollutants, contaminants, chemicals, wastes and
any carcinogenic, ignitable, corrosive, reactive, toxic or other hazardous
substances or materials, whether solids, liquids or gases (including, but not
limited to, petroleum and its derivatives, PCBs, asbestos, radioactive
materials, waste waters, sludges, slag and any other substance, material or
waste) that are subject to regulation or remediation under any Environmental
Law. 


        “Indebtedness”
shall mean indebtedness for borrowed money or the equivalent or represented by
notes, bonds or other similar instruments or letters of credit (or reimbursement
agreements in respect thereof) or representing the balance deferred and unpaid
of the purchase price of any property (other than trade payables constituting
current liabilities and personal property leases), and including without
limitation capital lease obligations, including all accrued and unpaid interest
thereon, and applicable prepayment, breakage or other premiums, fees or
penalties and the costs of discharging such indebtedness, all as determined in
accordance with GAAP. 


        “Intellectual
Property” means collectively, any of the following types of intangible
assets: (i) all inventions (whether patentable or unpatentable and whether or
not reduced to practice), all improvements thereto, and all patents, patent
applications, and patent disclosures, together with all reissuances,
continuations, continuations-in-part, revisions, extensions, and re-examinations
thereof, (ii) all trademarks, service marks, trade dress, logos, trade
names, and corporate names, together with all translations, adaptations,
derivations, and combinations thereof and including all goodwill associated
therewith, and all applications, registrations, and renewals in connection
therewith, (iii) all copyrightable works, all copyrights, and all applications,
registrations and renewals in connection therewith, (iv) all mask works and all
applications, registrations, and renewals in connection therewith, (v) all trade
secrets and confidential business information (including ideas, research and
development, know-how, formulas, compositions, manufacturing and production
processes and techniques, technical data, designs, drawings, specifications,
customer and supplier lists, pricing and cost information, and business and
marketing plans and proposals), (vi) all computer software (including data and
related documentation and including software installed on hard disk drives),
(vii) all copies and tangible embodiments thereof (in whatever form or medium),
and (viii) all joint or partial interests in any of the foregoing. 


        “Inventory”
means all raw material, work-in-process and finished goods inventories of the
Business, wherever located.


        “Multiemployer
Plan” has the meaning set forth in ERISA Section 3(37). 


        “Minor
Contracts” means Contracts entered into in the ordinary course of the
Business which involve financial obligations of Seller of less than $50,000
individually and $100,000 in the aggregate, which have a duration of three months
or less, or which are cancelable on thirty (30) days notice without penalty to Seller.


        “Other Current Assets”
means all prepaid expenses, deposits and other current assets of the Business.


        “PBGC”
means the Pension Benefit Guaranty Corporation.


        “Permits”
means all licenses, permits and other authorizations required from any
Governmental Authority or other Person in connection with Seller's carrying on
the Business as presently conducted.


        “Permitted
Encumbrance” means (i) liens for Taxes not yet due and payable or for
Taxes that the taxpayer is contesting in good faith through appropriate
proceedings or (ii) other liens arising in the ordinary course of business
(not including any mechanic’s lien that does not relate to an Assumed
Operating Liability) that were not incurred in connection with any Indebtedness
and which will not materially impair Purchaser’s use of the Purchased
Assets after the Closing. 


        “Person”
means any corporation, governmental authority, individual, partnership, trust or
other entity.


        “Pre-Closing
Date Tax Period” means any Tax period ending on or before the Closing
Date, and, with respect to a Tax period that begins on or before the Closing and
ends thereafter, the portion of such Tax period ending on the Closing Date. 


        “Proceeding”
means any action, order, writ, injunction, judgment, decree, claim, suit,
litigation, dispute, grievance, arbitral action, investigation or other
proceeding. 


        “Purchased
Assets” means all right, title and interest of Seller in and to all of
the tangible and intangible assets of Seller (other than the Excluded Assets)
used in the Business including, without limitation, the following: 


	 	(1)	the Assumed Contracts;
	 	(2)	the Business Records;
	 	(3)	the Customer Lists;
	 	(4)	the Goodwill;
	 	(5)	the Sierra Intellectual Property;
	 	(6)	the Inventory;
	 	(7)	the Real Property;
	 	(8)	the Other Current Assets;
	 	(9)	the Permits (to the extent assignable); and
	 	(10)	the Tangible Personal Property.



        “Real
Property” means the real property and improvements thereon located as
described on Schedule 4.16 and whose street address is 5150 and 5200 Sigstrom
Drive, Carson City, Nevada 89706 and owned by Maxwell. 


        “Release”
means any spilling, leaking, pumping, pouring, emitting, emptying, discharging,
injecting, escaping, leaching, migration, dumping or disposing into the
environment. 


        “Reportable
Event” shall have the meaning set forth in ERISA Section 4043. 


        “Representative”
means any officer, director, principal, attorney, agent, financial advisor,
lender or potential lender or investor, employee or other representative of any
Person. 


        “Seller’s
knowledge “or” to the knowledge of Seller” means the
knowledge of (a) the officers and directors of both Maxwell and Seller and (b)
Kurt Haskell, Bob Lyells and Robert A. Stevenson, including matters with respect
to which such individuals should have knowledge after a reasonable inquiry. 


        “Sierra
Intellectual Property” means all of the Intellectual Property listed or
required to be listed on Schedule 4.8, including, but not limited to, the
Sierra-KD Components tradename and trademark. 


        “Sierra
Material Adverse Event” means any occurrence or action the effect of
which is material and adverse to the Purchased Assets or the business, assets,
liabilities, results of operations or prospects of the Business. 


        “Tangible
Personal Property” means all tangible personal property (other than
Excluded Assets) used to conduct the Business including, without limitation, all
production and processing equipment, warehouse equipment, computer hardware,
furniture and fixtures, transportation equipment, leasehold improvements,
tooling, supplies and other tangible personal property whether located at the
Facilities or elsewhere, together with any transferable manufacturer or vendor
warranties related thereto. 


        “Tax”
means any federal, state, local or foreign income, gross receipts, license,
payroll, employment, excise, severance, startup, occupation, premium, windfall
profits, environmental (including taxes under Code Section 59A), customs duties,
capital stock, franchise, profits, withholding, social security (or similar),
unemployment, disability, real property, personal property, intangible property,
sales, use, transfer, registration, value added, alternative or add-on minimum,
estimated, or other tax of any kind whatsoever, including any interest, penalty
or addition thereto, whether disputed or not. 


        “Tax Return”
means any return, declaration, statement, report, claim for refund, or information
return or statement relating to Taxes, including any schedule or attachment thereto,
and any amendment thereof.


    1.2     
Other Defined Terms.  The following terms shall have meanings defined for
such terms in the Sections set forth below:


	 	Term	Section
	 	Accounting Firm	2.2(b)
	 	Acquiring Person	8.10(d)
	 	AOL-Type Retained Liabilities	9.3(b)(ii)
	 	A/R Collections	8.9(a)
	 	Assumption Agreement	2.4
	 	Basket	9.3(b)
	 	Certified Financial Statements	4.9(a)
	 	Closing	3.1
	 	Closing Date Assumed Operating
Liabilities	2.2(b)
	 	Closing Date Statement	2.2(b)
	 	COBRA	4.10(i)
	 	Confidentiality Agreement	6.3
	 	Confidential Information	8.10(b)
	 	Effective Time	3.1
	 	Employee Plans	4.10(a)
	 	ERISA Affiliate	4.10(h)
	 	Estimated AOL Statement	2.2(b)
	 	Final Allocation	2.5
	 	Indemnification Notice	9.5(a)
	 	Indemnification Objection Notice	9.5(a)
	 	Indemnified Person	9.2
	 	Indemnifying Person	9.2
	 	Key Employees	8.8
	 	Losses	9.2
	 	Non-Transferable Assets	3.5
	 	Payables	8.4(a)
	 	Pension Plans	4.10(a)
	 	Permitted Exceptions	8.6
	 	Permitted Indemnification Claim	9.5(a)
	 	Physical Inventory	2.5
	 	Preliminary Purchase Price	2.2(b)
	 	Purchase Price	2.1
	 	Purchaser's Pension Plans	8.8(c)
	 	Related Person	4.29
	 	Retained Accounts Receivable	8.10
	 	Retained Liabilities	2.4
	 	Sierra	Background Statement
	 	Survey and Surveys	8.6(b)
	 	Title Policies	8.6(a)
	 	Third Party Action	9.2
	 	Transferred Employees	8.8
	 	WARN Act	8.8
	 	Welfare Plans	4.10(a)



    1.3     
Usage of Terms. Except where the context otherwise
requires, words importing the singular number shall include the plural number
and vice versa. 


    1.4     
References to Articles, Sections, Exhibits and Schedules.
All references in this Agreement to Articles, Sections (and other subdivisions),
Exhibits and Schedules refer to the corresponding Articles, Sections (and other
subdivisions), Exhibits and Schedules of or attached to this Agreement, unless
the context expressly, or by necessary implication otherwise requires. 


2.   PURCHASE AND SALE OF ASSETS


    2.1     
Transfer of Assets; Assumption of Assumed Liabilities.  Subject to the terms
and conditions contained in this Agreement:


        (a)     
Seller and Maxwell, as applicable, shall sell, convey, transfer, assign, and
deliver to Purchaser, and Purchaser shall acquire from Seller and Maxwell, as
applicable, on the Closing Date the Purchased Assets free and clear of any
Encumbrances other than Permitted Encumbrances. 


        (b)     
Purchaser shall assume the Assumed Liabilities on the Closing Date and pay Seller
the Purchase Price.


    2.2     Purchase Price.


        (a)     
The purchase price for the Purchased Assets (“Purchase Price”)
shall be Forty Nine Million Twenty-Six Thousand Dollars ($49,026,000)
minus an amount equal to the Assumed Operating Liabilities, as determined
in accordance with Sections 2.2(b), 2.2(c) and 2.2(d). For purposes of
determining the Purchase Price, the amount used for Assumed Operating
Liabilities shall be the amount of such liabilities that is reflected on the
balance sheet of the Business as of the Closing Date, determined in accordance
with GAAP consistently applied. 


        (b)     
For purposes of consummating the Closing, Seller has delivered to Purchaser
prior to Closing a statement certified by its chief financial officer setting
forth an estimate of the Assumed Operating Liabilities expected to be reflected
on the Closing Date Statement, a copy of which is attached hereto as Schedule
2.2(b) (the “Estimated AOL Statement”). The parties shall
use the amount of Assumed Operating Liabilities set forth on the Estimated AOL
Statement to calculate a Purchase Price for purposes of Closing which shall be
subject to adjustment as herein provided (the “Preliminary Purchase
Price”). 


        As
of the Closing Date, Seller shall perform a full closing of its books to derive
a balance sheet for the Business and a calculation of Assumed Operating
Liabilities reflected in such balance sheet in a form consistent with the form
of the Estimated AOL Statement (“Closing Date Statement”). The
Closing Date Statement shall include a proposed calculation of the Closing
Adjustment (as hereinafter defined), if any, and a statement certified by the
chief financial officer of Maxwell to the effect that all adjustments provided,
or of the type provided, for in the audit of the Seller as of December 31, 2000
have been appropriately reflected in the Closing Date Statement, if applicable.
No later than thirty (30) days after Closing, Seller shall deliver to Purchaser
its proposed final Closing Date Statement. The amount of Assumed Operating
Liabilities shown on such Closing Date Statement, subject to final determination
pursuant to this Section 2.2, shall be the “Closing Date Assumed
Operating Liabilities.” To the extent the amount of the Closing Date
Assumed Operating Liabilities is greater or less than estimate of the Assumed
Operating Liabilities set forth on the Estimated AOL Statement, such difference
will result in a dollar for dollar decrease or increase, respectively, in the
Preliminary Purchase Price (the “Closing Adjustment”). In the
case of an increase in the Preliminary Purchase Price then the Closing
Adjustment will be paid in cash by the Purchaser to Seller. In the case of a
decrease in the Preliminary Purchase Price then the Closing Adjustment will be
paid by Seller to the Purchaser. The payment of the Closing Adjustment shall be
made by wire transfer within ten (10) days from the date on which the parties
reach agreement on the Closing Adjustment or it is finally determined as
provided in Sections 2.2(c) and (d). 


        (c)     
Seller shall make available to Purchaser and Deloitte & Touche LLP such
books and records relating to the Closing Date Statement as Purchaser may
request. If Purchaser disagrees with Seller’s determination of the proposed
Closing Adjustment, Purchaser shall so notify Seller in writing within
seventy-five (75) days after Purchaser’s acknowledgment of receipt of the
Closing Date Statement, specifying in detail the basis of such disagreement;
provided, however, that if Purchaser fails to notify Seller of any disagreement
within such 75-day period, then the determination of the Closing Date Assumed
Operating Liabilities and the Closing Adjustment as reflected in the Closing
Date Statement shall be final, conclusive and binding upon the Parties. 


        (d)     
Seller and Purchaser shall negotiate in good faith to resolve any disagreement
related to the Closing Adjustment. If any such disagreement cannot be resolved
by the parties within ten days after Purchaser’s receipt of Seller’s
notice of disagreement, then the Parties shall jointly engage one of the
“big five” accounting firms which has no business dealings with
Maxwell or WGT (the “Accounting Firm”) to act as an arbitrator
to resolve as expeditiously as possible all points of disagreement with respect
to the Closing Adjustment. All determinations made by the Accounting Firm with
respect to the Closing Adjustment shall be final, conclusive and binding on the
Parties hereto. Each Party shall be responsible
for its own fees and expenses, as well as one-half of the fees and expenses of
the Accounting Firm, incurred in connection with the resolution of the dispute. 


    2.3     
Payment of Purchase Price.


        (a)     
The Preliminary Purchase Price shall be paid to Seller at Closing by wire
transfer of immediately available funds.


        (b)     
To the extent provided for in Section 2.2, any amounts payable by Purchaser to
Seller in addition to the Preliminary Purchase Price, or by Seller to Purchaser,
as the case may be, as a Closing Adjustment shall be paid in accordance with
Section 2.2.


    2.4     
Assumed Liabilities; Retained Liabilities. It is expressly
understood and agreed that, other than the Assumed Liabilities, Purchaser shall
not assume, nor shall it be liable for, any liability, Indebtedness, obligation,
or Contract of Seller or any Affiliate thereof, or any claim against any of the
foregoing, of any kind or nature whatsoever, at any time existing or asserted,
whether or not accrued, whether fixed, contingent or otherwise, whether known or
unknown, and whether or not recorded on the books and records of Seller, all of
which shall be retained by Seller and are hereafter referred to as the
“Retained Liabilities.” Without limiting the foregoing,
Purchaser shall have no responsibility with respect to any of the following
liabilities of Seller (all of which shall be deemed to be Retained Liabilities)
whether or not disclosed on the Certified Financial Statements: 


        (a)     
except for any Assumed Operating Liabilities, any liability of Seller for
(i) accrued salaries, wages, vacation pay, bonuses and other employment
benefits or commissions and related Taxes or under any Employee Plan (except as
expressly provided for in Schedule 1.1(B) and Section 8.8) and/or
(ii) severance payments or other termination benefits payable to employees
of Seller. 


        (b)     
any liability of Seller directly or indirectly as a member of a group of
employers under Section 414(b), (c) or (m) of the Code, arising out of any
employee benefit plans as defined in Section 3(3) ERISA, maintained by Seller or
any Affiliate thereof including, without limitation, liabilities attributable to
a complete or partial withdrawal from a multiemployer plan (as defined under
Section (3)(37) or Section 4001 of ERISA) or to the PBGC for benefit liabilities
or premiums due any liability resulting from failure to provide continuation
coverage under group health plan as required under Section 162(k) of the Code,
or any liabilities arising out of any nonqualified plan or plans covering any
employees or former employees of Seller; 


        (c)     
any liability of Seller relating to the Excluded Assets;


        (d)     
any liability for any government-imposed fees or charges arising out of doing
business prior to Closing in any jurisdiction where Seller is not qualified to
do business as a foreign corporation that would not have been incurred if such
Seller had been so qualified; 


        (e)     
any liability of Seller for any Indebtedness or to any trade or non-trade
creditor, customer, employee, financial institution, government entity, trust
company or other party, either directly or by reason of any guaranty or other
Contract other than any Assumed Operating Liabilities; 


        (f)     
any liability of Seller arising after the Closing Date, except to the extent
specifically assumed by Purchaser pursuant to this Agreement;


        (g)     
any obligations and liabilities arising from the non-compliance by Seller with
any federal, state, local or foreign laws, regulations, orders or administrative
or judicial determinations (including all Environment Laws), and any obligations
and liabilities arising from incidents, occurrences, suits, claims, actions,
programs and proceedings of any kind, voluntary or otherwise, relating to
alleged or actual pollution, contamination or harm of any kind to the
environment (including, without limitation, harm to any person or property),
attributable to or caused by, assigned to or otherwise involving Seller, the
Purchased Assets, or the Facilities, regardless of when the underlying incident,
occurrence, suit, claim, action, program or proceeding occurred or is discovered
or made, including without limitation anything contained on Schedules
4.15 and Schedules 4.18(a)-4.18(d) hereof; 


        (h)     
any liability for workers compensation claims, general liability claims, automobile
liability claims or any other negligent act or omission of Seller, whether related
to the Business or otherwise;


        (i)     
any liability of Seller under any Contract except for the Assumed Contracts; and


        (j)     
any liability of Seller for any Tax except for any Taxes included in the Assumed
Liabilities.


On the Closing Date,
Purchaser shall execute and deliver to Seller an assignment and assumption
agreement, which shall be substantially in the form of Exhibit 2.4
(“Assumption Agreement”) to reflect Purchaser’s assumption
of the Assumed Liabilities. The assumption by Purchaser of any Assumed Contract
of Seller shall include only payment and performance obligations thereunder
which accrue or arise after the Closing Date; in no event shall Purchaser assume
or be deemed to assume any liability of any nature (whether known, unknown,
absolute, accrued, contingent or otherwise) relating to the performance under
any such Assumed Contract which accrued prior to the Closing Date, unless such
liability is included within the Assumed Operating Liabilities.. 


    2.5     
Allocation of Purchase Price. Not later than ninety (90)
days after the Closing Date, Purchaser shall prepare and deliver to Seller a
proposed allocation of the Purchase Price among the Purchased Assets
substantially in the form of Schedule 2.5 hereto. Unless Seller objects
to such allocation within ten (10) business days after receipt by Seller of such
proposed allocation, such allocation shall be considered to be final. If Seller
shall object to Purchaser’s proposed allocation, the Parties shall
negotiate in good faith to reach agreement upon a final allocation. Neither
Seller nor Purchaser shall take any position on any Tax Return or other filing
with a governmental authority that is inconsistent with the final allocation as
determined by the Parties (the “Final Allocation”). Purchaser
and Seller shall duly prepare and timely file
such reports and information returns as may be prescribed or appropriate under
section 1060 of the Code and any regulations thereunder and any corresponding
provisions of applicable state income tax laws to report the allocation of the
Purchase Price in accordance with such Final Allocation. Any adjustments to the
Purchase Price after the Closing shall be allocated among the Purchased Assets
in a manner consistent with the foregoing. 


3.   CLOSING


    3.1     
Closing. The consummation of the transactions contemplated
in this Agreement (the “Closing”) shall be held at
9:00 a.m. local time on the Closing Date at the offices of Hodgson Russ
LLP, Buffalo, New York or at such other place as shall be mutually agreed upon.
The Closing shall be effective at 11:59:59 p.m. (Nevada Time) on the Closing
Date (the “Effective Time”). 


    3.2     
Conveyances at Closing.


        (a)     
Instruments and Possession. Upon the terms and conditions contained in
this Agreement, on the Closing Date Seller shall deliver to Purchaser (i) one or
more bills of sale or other instruments conveying in the aggregate all of the
Tangible Personal Property, (ii) one or more assignments of the Assumed
Contracts, (iii) one or more assignments of the Sierra Intellectual
Property in recordable form, (iv) such deeds and other instruments as shall be
reasonably required to vest in Purchaser title in and to the Purchased Assets
(including but not limited to the Real Property) in accordance with the
provisions of this Agreement and (v) such other documents and agreements as
are contemplated by this Agreement. 


        (b)     
Form of Instruments. All of such instruments shall be in form and
substance, and shall be executed and delivered in a manner, reasonably
satisfactory to Purchaser and Seller, but shall not diminish the status of title
to the Purchased Assets required to be delivered by Seller pursuant to this
Agreement. 


    3.3     
Assumptions at Closing.


        (a)     
Instruments. Upon the terms and conditions contained in this Agreement,
on the Closing Date, Purchaser shall deliver to Seller (i) the Assumption
Agreement and such other instruments of assumption evidencing Purchaser’s
assumption of the Assumed Liabilities as shall be reasonably requested by Seller
and (ii) such other documents and agreements as are contemplated by this
Agreement. 


        (b)     
Form of Instruments. All such instruments shall be in form and substance,
and shall be executed and delivered in a manner, reasonably satisfactory to
Seller and Purchaser, but shall not increase or decrease the liabilities and
obligations required to be assumed by Purchaser pursuant to this Agreement. 


    3.4     
Certificates and Other Documents. WGT and Purchaser, and Seller and Maxwell,
shall deliver the certificates and other items provided for in Articles 7 and 8 of this Agreement.


    3.5     
Non-Transferable Assets. It is understood that certain
Purchased Assets (including, without limitation, manufacturers’,
contractors’ and other warranties and guaranties, and one or more Assumed
Contracts) may not be immediately transferable or assignable to Purchaser, and
Purchaser may in its sole discretion allow Seller to retain certain of such
assets after the Closing Date (the “Non-Transferable Assets”),
and this Agreement shall not constitute an assignment of any such
Non-Transferable Assets. In such event, (i) Seller shall grant to Purchaser
full use and benefit of its interest in the Non-Transferable Assets to the
extent permitted by the terms of or applicable to such Non-Transferable Assets,
it being the intent of the parties that Purchaser shall have the benefit of the
Non-Transferable Assets as though it were the sole owner thereof,
(ii) Seller shall take all actions necessary to preserve the value of the
Non-Transferable Assets, (iii) Seller shall not transfer or assign the
Non-Transferable Assets to any Person other than Purchaser or Purchaser’s
assigns, (iv) Seller shall transfer or assign the Non-Transferable Assets
to Purchaser at the earliest date, if any, on which such transfer or assignment
can be effected and (v) Purchaser shall be responsible for obligations
relating to such Non-Transferable Assets as if they had been transferred or
assigned to Purchaser in accordance with the terms of this Agreement; provided
however that all reasonable costs and expenses incurred by Seller in carrying
out the foregoing clauses (i), (ii) and (iv) shall be paid or reimbursed by
Purchaser on demand. 


    3.6     
Simultaneous Transactions. All transactions to be
effectuated at the Closing shall be deemed to have taken place simultaneously,
and no such transaction shall be deemed to have been completed until all
transactions are completed and all documents delivered. 


4.   REPRESENTATIONS AND WARRANTIES OF SELLER AND MAXWELL


    Seller and Maxwell, jointly
and severally, represent and warrant to Purchaser as follows: 


    4.1     
Organization. Seller is a corporation duly organized,
validly existing and in good standing under the laws of the State of California.
Seller is duly qualified as a foreign corporation to do business in all
jurisdictions where the nature of the Business or the character of the Purchased
Assets would require such qualification. Seller has all corporate power and
authority to own its property included in the Purchased Assets and to carry on
the Business as now conducted by it. 


    4.2     
Corporate Action; Legal, Valid and Binding Agreement. Seller and
Maxwell have all necessary power, and authority, and all necessary corporate
action of Seller and Maxwell have been properly taken, to authorize, execute and
deliver this Agreement and the instruments to be executed and delivered pursuant
hereto and to consummate the transactions contemplated hereby, and resolutions
of the Board of Directors of Seller and Maxwell, respectively certified by the
Secretary or an Assistant Secretary of Seller and Maxwell (as applicable) and in
form reasonably satisfactory to counsel for Purchaser shall be delivered to
Purchaser at the Closing. This Agreement is the legal, valid and binding
agreement of the Seller and Maxwell, enforceable in accordance with its terms. 


    4.3     
No Violation; Consents and Approvals. Except as disclosed on
Schedule 4.3, neither the execution, delivery nor performance of
this Agreement by the Seller and Maxwell or the documents executed in connection
herewith, nor the consummation of the transactions contemplated hereby or
thereby is prohibited by, is a violation of, is in conflict with, constitutes a
default under (whether such default would occur with the passage of time, the
giving of notice or both) or requires Seller or Maxwell to obtain any consent,
authorization or approval or registration under, or gives any person the right
to accelerate the performance of any obligation under (a) any term or provision
of the articles of incorporation or organization or the by-laws of the Seller,
(b) any agreement or commitment to which Seller or Maxwell is bound, (c) any
Contract relating to any bank or other institutional loans or indebtedness of
Seller or Maxwell, or (d) any judgment, or Governmental Requirement, or any
statute or law applicable to either of Seller or Maxwell. Except for any filings
set forth on Schedule 4.3, no consent, approval or authorization of,
or declaration, filing or registration with, any Person is required to be made
or obtained by Seller or Maxwell in connection with the execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated by this Agreement. 


    4.4     
Corporate Records.  Except as set forth in Schedule
4.4, none of the records, systems, controls, data or information which are
material to the operation of the Business are recorded, stored, maintained,
operated or otherwise wholly or partly dependent upon or held by any means
(including any electronic, mechanical or photographic process, whether or not
computerized) which (including all means of access thereto and therefrom) are
not under the exclusive ownership and direct control of Seller. Seller has
delivered or made available to Purchaser or Purchaser’s counsel, for
review, true and complete copies of (a) the articles of incorporation or
organization and all amendments thereto for Seller, and (b) the by-laws and
all amendments thereto for Seller. The foregoing articles of incorporation or
organization have not been amended, except and to the extent provided in any
articles of amendment heretofore delivered to Purchaser or Purchaser’s
counsel. 


    4.5     
Taxes; Tax Returns.  As of the Closing Date:


        (a)     
In connection with, or relating to, Seller's operation of the Business, and except as
set forth in Schedule 4.5(a):


	 	(i)	all Tax Returns required to be filed with any Governmental Authority with
respect to any Pre-Closing Date Tax Period by or on behalf of Seller, have been
or will be, to the extent required to be filed on or before the date hereof,
filed when due in accordance with all applicable Governmental Requirements; 
	 	(ii)	all such Tax Returns are, or will be at the time of filing, true, complete, and
accurate in all material respects;
	 	(iii)	all material Taxes shown as due and payable on the Tax Returns that have been filed
have been timely paid, or withheld and remitted to the appropriate Governmental Authority;
	 	(iv)	the charges, accruals and reserves for Taxes with respect to Seller for any
Pre-Closing Date Tax Period (including any Pre-Closing Date Tax Period for which
no Tax Return has yet been filed) reflected on the books of Seller (excluding any
provision for deferred income taxes) are adequate to cover such Taxes in all
material respects;
	 	(v)	Seller is not delinquent in the payment of any material Tax;
	 	(vi)	Seller has not granted any extension or waiver of the statute of limitations
period applicable to any Tax Return, which period (after giving effect to such
extension or waiver) has not yet expired;
	 	(vii)	there is no claim, audit, action, suit, proceeding or investigation now pending
or, to Seller's knowledge, threatened against or with respect to Seller in respect
of any Tax or Tax Return;
	 	(viii)	all information set forth in the Certified Financial Statements relating to any
Tax asset or any Tax matters is true and complete in all material respects;
	 	(ix)	Seller has not entered into any agreement or arrangement with any
Governmental Authority with regard to the Tax liability of Seller;
	 	(x)	Seller has not participated in or cooperated with an international boycott
within the meaning of Section 999 of the Code nor has been requested to do so in
connection with any transaction or proposed transaction; and
	 	(xi)	Seller has withheld and paid all material Taxes required to have been withheld and
paid in connection with amounts paid or owing to any employee, independent contractor,
creditor, shareholder, or other third party.



        (b)     
Schedule 4.5(b) contains a list of all jurisdictions (whether foreign or
domestic) to which any Tax is paid by Seller in connection with, or relating to,
the Business. 


    4.6     Real Property.


        (a)     
Schedule 4.6 contains a true, complete and correct description of the Real Property.
Title to all of the Real Property is in Maxwell.


        (b)     
Except as set forth on Schedule 4.6, (i) Seller enjoys peaceful and
undisturbed possession of the Real Property, (ii) the Real Property is not
subject to any commitment for sale or use by any Person other than Seller,
(iii) the Real Property is not subject to any Encumbrance which in any
material respect interferes with or impairs the value, transferability or
present and continued use thereof in the usual and normal conduct of the
Business, (iv) no labor has been performed or material furnished for the Real
Property for which a mechanic’s or materialman’s lien or liens, or any
other lien, has been or could be claimed by any
Person except with respect and relating to any Assumed Operating Liability, (v)
the Real Property is in material compliance with all Governmental Requirements
(including without limitation all zoning, subdivision and other applicable land
use ordinances and by-laws), and all existing covenants, conditions,
restrictions and easements, and the current use of the Real Property does not
constitute a non-conforming use under the applicable zoning ordinances and (vi)
no default or breach exists with respect to, and Seller has not received any
notice of any default or breach under, any Encumbrance affecting the Real
Property. There are no existing, or to the knowledge of Seller, contemplated or
threatened, general or special assessments affecting the Real Property or any
portion thereof. Seller has not received notice of, nor does Seller have any
knowledge of, any pending or threatened proceeding (including without limitation
condemnation or eminent domain proceeding) before any Governmental Authority
which relates to the ownership, maintenance, use or operation of the Real
Property, nor does Seller know of any fact which might give rise to any such
proceeding or any type of existing or intended use of any real property adjacent
to the Real Property which might materially adversely affect the use of the Real
Property. 


        (c)     
None of the Real Property is located within any area determined to be
flood-prone under the Federal Flood Protection Act of 1973, or any comparable
state or local Governmental Requirement. Seller has not received any notice from
any insurance company of any defects or inadequacies in the Real Property or any
part thereof which would materially and adversely affect the insurability of the
Real Property or the premiums for the insurance thereof, and no notice has been
given by any insurance company which has issued a policy with respect to any
portion of the Real Property or by any board of fire underwriters (or other body
exercising similar functions) requesting the performance of any repairs,
alterations or other work which has not been complied with. 


        (d)     
To the knowledge of Seller, all water, sewer, gas, electric, telephone and
drainage facilities and all other utilities servicing the Real Property are
installed to the improvements situated on the Real Property, are connected
pursuant to valid permits, enter the Real Property through adjoining public
streets, are adequate for the present operation of the Business and otherwise
are in compliance in all material respects with all Governmental Requirements
applicable thereto. Access to and from the Real Property is via public streets,
which streets are sufficient to ensure adequate vehicular and pedestrian access
for the present operation of the Business. 


        (e)     
Except as set forth on Schedule 4.6(e), (i) the buildings and
improvements at the Real Property (including, without limitation, the heating,
air conditioning, mechanical, electrical and other systems used in connection
therewith) are in a good state of repair (ordinary wear and tear excepted), and
have been well maintained, and (ii) there are no repairs or replacements
exceeding $50,000 in the aggregate for the Real Property or $10,000 for any
single repair or replacement which are currently contemplated by Seller or
which, to the knowledge of Seller, should be made in order to maintain said
buildings and improvements in a reasonable state of repair. 


    4.7     Tangible Personal Property.


        (a)     
Seller has delivered to Purchaser (i) a depreciation list of each item of
Tangible Personal Property owned by Seller and used in the Business having a
historical cost in excess of $50,000, and (ii) a list of each item of
Tangible Personal Property leased by Seller and used in the Business having an
annual rental in excess of $10,000. Except as set forth in Schedule 4.7,
there is no tangible personal property used in the operation of the Business
other than the Tangible Personal Property. Except with respect to any Tangible
Personal Property located at any of the Facilities other than the Real Property
as set forth on Schedule 4.7, all of the Tangible Personal Property
is located at the Real Property. Except as set forth in
Schedule 4.7, to the knowledge of Seller, the Tangible Personal
Property is, taken as a whole, in reasonable working order and adequate for its
intended use, ordinary wear and tear and normal repairs and replacements
excepted. Except as disclosed on Schedule 4.7, there are no repairs
or replacements exceeding $50,000 in the aggregate for all Tangible Personal
Property or $10,000 for any single item of Tangible Personal Property which are
currently contemplated by Seller. 


        (b)     
Except as set forth on Schedule 4.7, the Tangible Personal Property
owned by Seller is free and clear of any Encumbrances (other than Permitted
Encumbrances). 


    4.8     Intellectual Property.


        (a)     
Schedule 4.8 identifies all Intellectual Property which is currently
used in the Business, which was used in the Business at any time in the last
five years or which Seller plans to use in connection with the Business in the
next 18 months, including but not limited to, each patent or registration which
has been issued to Seller or Maxwell with respect to any of the Intellectual
Property, and identifies each pending patent application or application for
registration which Seller or Maxwell has made with respect to any of the
Intellectual Property. Schedule 4.8 also identifies each license or other
agreement pursuant to which Seller (including, but not limited to, any written
or implied license from Maxwell) has granted to any third party with respect to
any of the Intellectual Property. Seller has delivered to Purchaser correct and
complete copies of all such patents, registrations, applications, licenses and
agreements (as amended to date) and has made available to Purchaser correct and
complete copies of all other written documentation evidencing ownership and
prosecution (if applicable) of each such item. Except as set forth on
Schedule 4.8, with respect to each item of Intellectual Property
identified or required to be identified on Schedule 4.8: (i) Seller
possesses all right, title and interest in and to the item, free and clear of
any Encumbrances or licenses, (ii) the item is not subject to any
outstanding injunction, judgment, order, decree, ruling, or charge,
(iii) no proceeding is pending or, to the knowledge of Seller, threatened
which challenges the legality, validity, enforceability, use or ownership of the
item and (iv) other than routine indemnities given to distributors, sales
representatives, dealers and customers, neither the Seller nor Maxwell has any
current obligations to indemnify any Person for or against any interference,
infringement, misappropriation, or other conflict with respect to the item. 


        (b)     
Except as set forth on Schedule 4.8, (i) to the knowledge of
Seller, each item of Intellectual Property owned or used by Seller immediately
prior to the Closing Date will be owned or available for use by
Purchaser on substantially similar terms and conditions immediately subsequent
to the Closing Date and (ii) Seller and Maxwell have taken reasonable
commercial actions to maintain and protect each item of Intellectual Property
material to the Business. 


        (c)     
Except as set forth on Schedule 4.8, to the knowledge of Seller
(i) neither the Seller nor Maxwell have during the last five (5) years in
connection with the Business interfered with, infringed upon, misappropriated or
otherwise come into conflict with any Intellectual Property rights of third
parties, and neither Seller nor Maxwell have received any charge, complaint,
claim, demand or notice alleging any such interference, infringement,
misappropriation or violation (including any claim that Seller or Maxwell must
license or refrain from using any Intellectual Property rights of any third
party) which has not been resolved and (ii) no third party has interfered
with, infringed upon, misappropriated or otherwise come into conflict with any
of the Intellectual Property. 


        (d)     
Schedule 4.8 specifically identifies each item of Intellectual
Property that any third party owns and that Seller or Maxwell uses in connection
with the Business pursuant to license, sublicense or agreement. Seller or
Maxwell has delivered to Purchaser correct and complete copies of all such
licenses, sublicenses and other agreements (as amended to date). Except as set
forth on Schedule 4.8, with respect to each item of Intellectual
Property required to be identified in Schedule 4.8: (i) the
license, sublicense or other agreement covering the item is enforceable,
(ii) to the knowledge of Seller, following the Closing, the license,
sublicense or other agreement will continue to be enforceable on substantially
similar terms and conditions, (iii) neither Seller nor Maxwell, to the
knowledge of Seller, nor any other party to the license, sublicense or other
agreement is in material breach or default thereof, and no event has occurred
which, with notice or lapse of time, would constitute a breach or default or
permit early termination, modification or acceleration thereunder, (iv) to
the knowledge of Seller, no other party to the license, sublicense or other
agreement has repudiated any provision thereof, (v) the underlying item of
Intellectual Property is not subject to any outstanding injunction, judgment,
order, decree, ruling or charge, (vi) no proceeding is pending or, to the
knowledge of Seller, threatened which challenges the legality, validity or
enforceability of the underlying item of Intellectual Property and
(vii) neither Seller nor Maxwell have granted any sublicense or similar
right with respect to the license, sublicense or other agreement. 


        (e)     
Except as set forth on Schedule 4.8, Purchaser’s use of any
Intellectual Property will not interfere with, infringe upon, misappropriate, or
otherwise come into conflict with, any intangible property rights of third
parties or Maxwell as a result of the continued operation of the Business as
presently conducted and as presently proposed to be conducted. 


    4.9     Financial Information.


        (a)     
Seller has delivered to Purchaser an internally prepared unaudited balance sheet
and unaudited statements of net income for the Business for the four (4) months
ending April 29, 2001, certified by the chief financial officer of Seller (the
“Certified Financial Statements”). Except as set forth on
Schedule 4.9(a), the Certified Financial Statements (i) have been
prepared on a going-concern basis in accordance with the books and records of
Seller on a basis consistent with Seller’s historical practices, (ii) are
complete and correct in all material respects as of April 29, 2001 and (iii)
except as indicated therein, reflect all claims against and all debts and
liabilities of the Business and its operations, fixed or contingent, as at the
respective dates thereof which would be required to be reflected or disclosed in
financial statements prepared in accordance with GAAP, and the statements of
income, included therein fairly present in all material respects the results of
operations of the Business for the periods indicated. 


        (b)     
Except as set forth on Schedule 4.9(b), all Accounts Receivable recorded
in the Certified Financial Statements as being due to Seller as of April 29,
2001 were actually made in the ordinary course of business and will be good and
collectible in full in the ordinary course of business, net of reserves and
allowances provided in the Certified Financial Statements. To Seller’s
knowledge, none of such Accounts Receivable are subject to any defense,
counterclaim or set-off. Seller has delivered to Purchaser a complete and
accurate list of all Accounts Receivable of the Business as of April 29, 2001 a
copy of which is attached hereto as part of Schedule 4.9. 


        (c)     
Except as set forth on Schedule 4.9(c), (i) the amount of Inventory shown
on the Certified Financial Statements is true and correct in all material
respects as of the dates indicated therein; (ii) Seller has good and marketable
title to all of the Inventory free and clear of all Encumbrances; (iii) none of
the Inventory is on consignment; and (iv) the Inventory net of any reserves set
forth on the Certified Financial Statements for excess and obsolete inventory,
consists in all material respects of inventories of good and merchantable
quality and of the kind and quality regularly and currently used in the
Business. 


    4.10     Employee Benefit Plans.


        (a)     
Schedule 4.10 sets forth a list identifying each Employee Pension Benefit
Plan (the “Pension Plans”) and a list identifying each
“Employee Welfare Benefit Plan” (the “Welfare Plans”)
that, in either case, are maintained, administered or contributed to by Seller
and/or Maxwell in connection with Sierra or the Business, or that cover any
employee or former employee of Seller and/or Maxwell in connection with Sierra
or the Business. Collectively, the Pension Plans and the Welfare Plans hereafter
are referred to as the “Employee Plans.” 


        (b)     
Seller and/or Maxwell has delivered or has caused to be delivered to Purchaser
either (i) true and complete copies of the Employee Plans or (ii) summaries of
the terms of and benefits under the Employee Plans. There has been no amendment
to, written interpretation or announcement (whether or not written) by Seller
and/or Maxwell in connection with Sierra or the Business relating to, or change
in employee participation or coverage under, any Employee Plan that would
increase materially the expense of maintaining the Employee Plan above the level
of expense incurred with respect to the Employee Plan for the most recent plan
year. 


        (c)     
Each Employee Plan has been maintained in compliance with its terms and, in all
material respects, the requirements prescribed by any and all statutes, orders,
rules and regulations, including but not limited to, ERISA and the Code, that
apply to the Employee Plan. 


        (d)     
Each Pension Plan is “qualified” within the meaning of Code Section
401(a), and has been qualified during the period from the date of its adoption
to the date of this Agreement, and each trust created thereunder is tax-exempt
under Code Section 501(a). Seller and/or Maxwell has delivered, or caused to be
delivered, to Purchaser the latest determination letters of the Internal Revenue
Service relating to each Pension Plan. 


        (e)     
Except as disclosed on Schedule 4.10, there are no pending or, to the
knowledge of Seller and/or Maxwell, threatened (i) claims, suits or other
proceedings by any employees, former employees or plan participants or the
beneficiaries, spouses or representatives of any of them, other than ordinary
and usual claims for benefits by participants or beneficiaries, or (ii) suits,
investigations or other proceedings by any Governmental Authority, of or against
any Employee Plan, the assets held thereunder, the trustee of any such assets,
or Seller and/or Maxwell relating to any of the Employee Plans. If any of the
actions described in this subsection are initiated prior to the Closing Date,
Seller and/or Maxwell will notify Purchaser of such action prior to the date of
Closing. 


        (f)     
Seller and/or Maxwell have not engaged (i) in any transaction or acted or failed
to act in a manner that violates the fiduciary requirements of ERISA Section
404, or (ii) in any “prohibited transaction” within the meaning of
ERISA Section 406(a) or 406(b), or of Code Section 4975(c), with respect to any
Employee Plans, and will not so engage, act or fail to act prior to the date of
Closing. Furthermore, to the knowledge of Seller and/or Maxwell, no other
“party in interest,” as defined in ERISA Section 3(14), or
“disqualified person,” as defined in Code Section 4975(e)(2), has
engaged in any such “prohibited transaction.” 


        (g)     
No Employee Plan provides benefits, including without limitation, any other
post- employment benefit, salary continuation, termination, death, disability,
or health or medical benefits (whether or not insured), life insurance or
similar benefit with respect to current or former employees (or their spouses or
dependents) of Seller and/or Maxwell beyond their retirement or other
termination of service other than (i) coverage mandated by applicable law, (ii)
death, disability or retirement benefits under any Pension Plan, (iii) deferred
compensation benefits accrued as liabilities on the financial statements of
Seller and/or Maxwell, (iv) benefits, the full cost of which is borne by the
current or former employee (or his or her beneficiary), (v) Seller’s
severance pay policy, or (vi) post-employment payments under Seller’s
insurance policies relating to events during employment by Seller. 


        (h)     
Neither Seller nor Maxwell nor any trade or business, whether or not
incorporated, that is deemed to be under common control or affiliated with
Seller and/or Maxwell within the meaning of ERISA Section 4001 or Code
Sections 414(b), (c), (m) or (o) (an “ERISA Affiliate”) has
ever maintained, adopted or established, contributed or been required to
contribute to, or otherwise participated or been required to participate in, nor
will they become obligated to do so through the Closing Date, any defined
benefit pension plan or “multiemployer plan” (as defined in ERISA
Section 3(37)). No amount is due from, or owed by, Seller and/or Maxwell or any
ERISA Affiliate on account of a “multiemployer plan” (as defined in
ERISA Section 3(37)) or on account of any withdrawal therefrom. 


        (i)     
Each of Maxwell and Seller, and/or its agents who administer any Employee Plan
that is a group health plan has complied, and will continue to comply with, the
requirements of Part 6 of Subtitle B of Title I of ERISA and Code Section 4980B,
and all applicable regulations thereunder (“COBRA”) with
respect to each Employee Plan that is subject to the requirements of COBRA,
including, but limited to the notification and written notice requirements. Each
employee Plan that is a group health plan, within the meaning of Code Section
9832(a), has complied with and satisfied the applicable requirements of Code
Section 9801 and 9802. 


    4.11     Labor Matters.


        (a)     
Schedule 4.11(a) identifies each current employee of the Seller who
is employed in connection with the Business and, for each such current employee
who is employed in connection with the Business having a current annual
compensation (base salary plus bonus), in excess of $60,000: his or her
name, position or job title, his or her base compensation and bonus compensation
earned in calendar year 2000, and his or her current base compensation. Except
as set forth on Schedule 4.11(a), to the knowledge of Seller, each
employee of the Sierra Division of the Seller is an employee at will. Except as
set forth on Schedule 4.11(a), no such employee has a Contract with
Seller relating to his or her employment which commits Seller to continue the
employment of such employee for a specified period of time. With respect to the
Business, except as set forth on Schedule 4.11(a): (i) Seller
does not have any obligations under any written or oral labor agreement,
collective bargaining agreement or other Contract with any labor organization or
employee group, (ii) Seller is not currently engaged in any unfair labor
practice and there is no unfair labor practice charge or other employee-related
or employment-related complaint against Seller pending or, to the knowledge of
Seller, threatened before any Governmental Authority, (iii) there is
currently no labor strike, labor disturbance, slowdown, work stoppage or other
material labor dispute or arbitration pending or, to the knowledge of Seller,
threatened against Seller and no material grievance currently being asserted,
(iv) Seller has not experienced a labor strike, labor disturbance,
slowdown, work stoppage or other material labor dispute at any time during the
three years immediately preceding the date of this Agreement and (v) there
is, to the knowledge of Seller, no organizational campaign being conducted or
contemplated and there is no pending or, to the knowledge of Seller, threatened
petition before any Governmental Authority or other dispute as to the
representation of any employees of Seller. Except as set forth on
Schedule 4.11(a), to the knowledge of Seller, Seller has complied in
all material respects with, and is currently in compliance in all material
respects with, all applicable Governmental Requirements relating to its
employees and consultants (including, without limitation, any Governmental
Requirement of the Occupational Safety and Health Administration), and Seller
has not received within the past three (3) years with respect to the Business
any written notice of failure to comply with any such Governmental Requirement
which has not been rectified. 


        (b)     
Except as set forth on Schedule 4.11(b), Seller has on file a valid
Form I-9 for each employee hired on or after November 7, 1986 and
continuously employed after November 6, 1986 or the applicable date of hire.
Except as set forth on Schedule 4.11(b), no employee requires an amended
petition filing with U.S. Immigration or any other Governmental Authority to
accept employment with Purchaser. Except as set forth on
Schedule 4.11(b), to the knowledge of Seller, all employees of
Sierra employed in the U.S. are (i) United States citizens, or lawful
permanent residents of the United States, (ii) aliens whose right to work
in the United States is unrestricted, (iii) aliens who have valid,
unexpired work authorization issued by the Attorney General of the United States
(Immigration and Naturalization Service) or (iv) aliens who have been
continually employed by Seller since November 6, 1986 or the applicable
date of hire. Except as set forth on Schedule 4.11(b), Seller has
not been with respect to the Business the subject of an immigration compliance
or employment visit from, nor has Seller been assessed any fine or penalty by,
or been the subject of any order or directive of, the United States Department
of Labor or the Attorney General of the United States (Immigration and
Naturalization Service). 


        (c)     
Except as set forth on Schedule 4.11(c), Seller has not terminated any
employee of the Business during the 90 day period prior to the date hereof
(other than voluntary resignations or terminations for cause). 


    4.12     
Insurance.  Schedule 4.12 contains a complete
and accurate list of all current policies or binders of insurance (showing as to
each policy or binder the carrier, policy number, coverage limits, expiration
dates, deductibles and a general description of the type of coverage provided)
maintained by Seller and relating to the Business, its personnel and/or the
Purchased Assets. Except as set forth on Schedule 4.12, all of the
Insurance is “occurrence” based insurance. The insurance is in full
force and effect and sufficient for compliance in all material respects with all
requirements of applicable law and of all Contracts to which Seller is a party.
Seller is not in material default under any of the insurance. 


    4.13     Contracts.


        (a)     
Schedule 4.13(a) contains a true and correct list or description of all
Contracts to which Seller or Maxwell is a party as of June 15, 2001 that are
material to the Business including, but not limited to: 


	 	(i)	any lease (a) for real property or (b) for personal property providing for annual
rentals for such personal property lease of $10,000 or more, or aggregate remaining
payments under such personal property lease of $100,000 or more;
	 	(ii)	any Contract for the purchase of materials, software, supplies, goods, services,
equipment or other assets providing for either individual payments of $10,000 or
more or aggregate annual payments of $100,000 or more;
	 	(iii)	any sales, distribution or other similar Contract providing for the sale of
materials, supplies, goods, services, equipment or other assets that provides
for either individual payments of $10,000 or more or aggregate annual payments
of $100,000 or more;
	 	(iv)	any partnership, joint venture or other similar agreement or arrangement;
	 	(v)	any Contract relating to the acquisition or disposition of any business (whether
by merger, sale of stock, sale of assets or otherwise);
	 	(vi)	any Contract relating to indebtedness for borrowed money or the deferred purchase
price of property (in either case, whether incurred, assumed, guaranteed or secured
by any asset);
	 	(vii)	any option, license (including any software license other than commercial-off-the-shelf
licenses), franchise or similar Contract;
	 	(viii)	any agency, dealer, sales representative, marketing or other similar Contract;
	 	(ix)	any Contract that limits the freedom of Seller to compete in any line of business or
with any Person or in any area after the Closing Date;
	 	(x)	any Contract containing any right of first refusal or similar right;
	 	(xi)	any Contract pursuant to which Seller has hired or retained a consultant providing
for aggregate annual payments of $10,000 or more;
	 	(xii)	any Contract entered into within the past year between Seller and/or Maxwell and a third
Person pursuant to which such Person is subject to confidentiality or non-disclosure
obligations in connection with the divestiture of the Business; or
	 	(xiii)	any Contract under which Seller agrees to indemnify any Person other than in the
ordinary course of business.



        (b)     
Each Contract disclosed in Schedule 4.13(a) or required to be disclosed
in Schedule 4.13(a) is a valid and binding agreement of Seller, and is in
full force and effect, and neither Seller nor, to Seller’s knowledge, any
other party thereto is in default or breach in any material respect under the
terms of any such Contract, and, to Seller’s knowledge, no event or
circumstance has occurred that, with notice or lapse of time or both, would
constitute any event of default thereunder. 


    4.14     
Absence of Certain Payments. To the knowledge of Seller,
neither Seller, nor any of its Representatives, nor any other Person acting on
behalf of any of them, have with respect to the Business (a) engaged in any
activity prohibited by the United States Foreign Corrupt Practices Act of 1977
or any other similar law, regulation or decree, directive or order of any
Governmental Authority or (ii) without limiting the generality of the
preceding clause (i), used any corporate or other funds for unlawful
contributions, payments, gifts or entertainment, or made any unlawful
expenditures relating to political activity to officials of any Governmental
Authority. 


    4.15     
Litigation. Except as set forth on Schedule 4.15,
there is no Proceeding pending or, to the knowledge of Seller, threatened which
relates to the Business or the Purchased Assets (including but not limited to
any discrimination or sexual harassment claim). Schedule 4.15 lists all
Proceedings against the Seller (i) which are pending or, to Seller’s
knowledge, threatened or (ii) which were pending at any time, since January 1,
1996. There is no Proceeding pending or, to Seller’s knowledge, threatened
which questions or challenges the validity of this Agreement or any of the
transactions contemplated by this Agreement or otherwise seeks to prevent or
have the effect of preventing the consummation of the transactions contemplated
hereby. 


    4.16     
Compliance with Laws. Except as set forth on
Schedule 4.16, Seller is in material compliance with all applicable
statutes, laws and Governmental Requirements pertaining to the Business and the
Purchased Assets, and Seller has not received notice of any violation of any
such statutes, laws or Governmental Requirements, including, without limiting
the generality of the foregoing, any notice from any Governmental Authority
having jurisdiction over Seller as to any violation of any building, fire,
environmental, health, immigration or other Governmental Requirement pertaining
to the Business or the Purchased Assets. 


    4.17     
Permits, Licenses and Authorizations.  Schedule 4.17(a)
attached hereto is a complete list of all material permits, approvals, consents,
licenses, franchises and other governmental authorizations held by Seller and
required for the conduct of the Business. Except as set forth on
Schedule 4.17(b), Seller possesses all material permits, approvals,
consents, licenses, franchises and other governmental authorizations necessary
for the use and occupancy of the Business. 


    4.18     
Environmental Matters.


        (a)     
Except as set forth on Schedule 4.18(a), Seller has materially complied
with and is currently in material compliance with all Environmental Laws, and
has not been charged with, has not received any notice of, and is not under
investigation for the failure to comply with, any Environmental Law pertaining
to the Business or the Purchased Assets, or the operation, conduct or occupancy
thereof. 


        (b)     
Except as set forth in Schedule 4.18(b), Seller has not previously
disposed of any Hazardous Substance at or from the Facilities, regardless of
whether at the time of disposal, the act of disposal was lawful, and, to the
knowledge of Seller, no Environmental Condition exists relating to the Business
or Facilities for which Seller or their predecessors is or may be liable. 


        (c)     
Each transporter and disposal facility that has transported or disposed of any
Hazardous Substance from the Facilities on behalf of Seller, if any, (i) is
listed on Schedule 4.18(c) attached hereto, (ii) was properly licensed at
the time of such transportation or disposal and (iii) all such Hazardous
Substances were properly transported or disposed of at a facility with
authorization to dispose of such materials. All manifests or equivalent
documents required by any and all of the statutes, laws and Governmental
Requirements of any or all Governmental Authorities to be completed and retained
by Seller in connection with each such instance of transportation were so
completed and retained, copies of which will be made available to Purchaser
within a reasonable period of time prior to the Closing. 


        (d)     
Neither the Real Property nor any portion thereof is listed, or has ever been
listed, on the National Priorities List (“NPL”) or on any federal or
Nevada registry, list or report of inactive hazardous waste disposal sites.
Seller has no above ground or underground storage tanks located at the Real
Property except as disclosed on Schedule 4.18(d). 


        (e)     
Each of the foregoing representations and warranties of this Section 4.18 shall
be in addition to, and not in lieu of, any other representation or warranty
contained in this Agreement, including but not limited to, those contained in
Section 4.16 hereof. 


    4.19     Products; Product Warranties.


        (a)     
The form of each product warranty relating to products manufactured or sold by
Seller and relating to the Business that is currently in use and, to
Seller’s knowledge, was in use at any time during the three (3) year period
preceding the date of this Agreement has been delivered to the Purchaser. 


        (b)     
Schedule 4.19 sets forth a true and complete list of (A) all
products manufactured, marketed or sold by Seller and relating to the Business
that have been recalled or withdrawn (whether voluntarily or otherwise) at any
time during the past three (3) years (for purposes of this paragraph, a product
shall have been recalled or withdrawn if all or a substantial number of products
in a product line were recalled or withdrawn) and (B) all Proceedings
(whether completed or pending) at any time during the past three (3) years
seeking the recall, withdrawal, suspension or seizure of any product sold the
Business. 


        (c)     
Except as set forth on Schedule 4.19, Seller is not aware of any
defect in design, materials, manufacture or otherwise in any products
manufactured, distributed or sold by the Business during the past three (3)
years or any defect in repair to any such products which could give rise to any
claims in excess of historical warranty expenses; provided, however, that for
purposes of this paragraph improvements made to products in the ordinary course
of business shall not be interpreted as an indication of the existence of any
defects. 


        (d)     
The warranty expenses and other unreimbursed repair, maintenance and replacement
expenses actually incurred by the Business for the 12 months ending December 31,
2000 did not exceed (as a percentage of sales) the annual average of such
expenses for the most immediate three preceding years, and Seller has no
knowledge of any circumstances which are likely to cause such warranty and other
expenses (as a percentage of sales) to increase in the future. 


        (e)     
Except as provided in any of the standard product warranties described in
paragraph (a) of this Section and as otherwise set forth on
Schedule 4.19, Seller has not sold any products or services which
are subject to an extended warranty of Seller beyond twelve (12) months and
which warranty has not yet expired. 


    4.20     Customers.


        (a)     
Schedule 4.13(a) lists all material customer Contracts included in the
Assets. Except as set forth on Schedule 4.20, no customer of the Business
has given Seller or Maxwell written notice of termination or intent to terminate
its business with Seller. 


        (b)     
The work substantially completed by Seller prior to the Closing Date which will
require either customer or third party approval or acceptance but which has not
yet received the required customer or third party approval of acceptance will
meet all material requirements and specifications of the Contract under which
such work was completed, as modified through the Closing Date in all material
respects. 


    4.21     
General Representation and Warranty. No statement contained in any
representation or warranty made by Seller and Maxwell herein, or in any Exhibit
or Schedule attached hereto contains any untrue statement of a material fact or
omits to state any material fact necessary, in order to make the statements
herein or therein not misleading in light of the circumstances in which they are
made. The financial projections relating to the Business delivered to Purchaser
are the financial projections the Seller utilized in connection with its
operations. 


5.   REPRESENTATIONS AND WARRANTIES OF PURCHASER AND WGT


        Purchaser
and WGT represent and warrant to Seller and Maxwell as follows: 


    5.1     
Organization. Purchaser is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware. Purchaser
is duly qualified to transact business and is in good standing in all
jurisdictions where the nature of the business transacted by Purchaser or the
character of the properties owned by Purchaser would require such qualification.
Purchaser has all power and authority to own its property and to carry on its
operations as now conducted by it. 


    5.2     
Corporate Action; Legal, Valid and Binding Agreement. All action
of Purchaser and WGT necessary to authorize the execution and delivery of this
Agreement and the instruments to be executed and delivered pursuant hereto and
to consummate the transactions contemplated hereby has been properly taken, and
resolutions of the Board of Directors of the Purchaser and WGT, respectively,
certified by the Secretary or an Assistant Secretary of Purchaser and WGT (as
applicable) and in form satisfactory to counsel for Seller, shall be delivered
at the Closing to Seller. Upon execution and delivery, this Agreement will
constitute a legal, valid and binding agreement of Purchaser and WGT enforceable
in accordance with its terms. 


    5.3     
No Violation. Except as set forth in Schedule 5.3 attached
hereto, neither the execution, delivery nor performance of this Agreement nor
the consummation of the transactions contemplated hereby is prohibited by, or
requires Purchaser or WGT to obtain any consent, authorization or approval or
registration under or gives any person the right to accelerate the performance
of any obligation under (a) any
term or provision of the Articles of Incorporation or the By-laws of Purchaser
or WGT, (b) any Contract to which the Purchaser or WGT is bound, (c) any
Contract relating to any bank or other institutional loans or indebtedness of
the Purchaser or WGT, or (d) any judgment, or Governmental Requirement, or any
statute or law applicable to Purchaser or WGT. Except for any filings set forth
on Schedule 5.3, no consent, approval or authorization of, or
declaration, filing or registration with, any Person is required to be made or
obtained by Purchaser or WGT in connection with the execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated by this Agreement. 


    5.4     
Litigation. There is no Proceeding pending or threatened which
questions or challenges the validity of this Agreement or any of the
transactions contemplated by this Agreement or otherwise seeks to prevent or
have the effect of preventing the consummation of the transactions contemplated
hereby. 


    5.5     
General Representation and Warranty. None of the representations
and warranties of Purchaser made in this Agreement contain any untrue statements
of material fact or omit to state any material fact necessary in order to make
said representations and warranties not misleading. 


6.   ACCESS AND CONFIDENTIALITY.


    6.1     
Access to Properties and Records.


        (a)     
Purchaser, through its Representatives and such other advisers as may be
selected by Purchaser, shall through the Closing Date have access (which access
shall not be materially disruptive to or unreasonably interfere with any
business or operations of Seller) to all premises and operations of Seller used
in the operations of the Business and to their officers and employees for the
purpose of its due diligence (including but not limited to environmental due
diligence) examination of all of the Purchased Assets and other relevant
records, papers and information relating to the operations of Business. Seller
shall cooperate fully and will arrange for the cooperation of their employees
and their independent certified public accountants, and will comply with all
reasonable requests for data, information and access. Upon the reasonable
request of Purchaser, copies of such records, papers and information shall be
promptly furnished. Any third party costs incurred by Seller in connection with
Purchaser’s due diligence investigation (such as the costs of Seller’s
independent accountants in respect thereto) shall be reimbursed by Purchaser. 


    6.2     
Environmental Audit. Purchaser shall, at Purchaser’s
sole expense, be permitted to cause environmental audits of the Facilities to be
conducted assessing the presence and or disposition of Hazardous Substances and
compliance with Environmental Laws; provided, however, that Purchaser will not
conduct or cause to be conducted any “Phase II” environmental audits
or other invasive testing procedures without the express prior written consent
of Seller. Seller hereby grants a license to Purchaser’s qualified
environmental consultants to enter upon the Facilities, upon giving Seller
reasonable notice, with personnel and materials to conduct such environmental
audits. 


    6.3     
Confidentiality by Purchaser; Return of Information. All
information acquired by or on behalf of WGT or Purchaser about or relating to
Maxwell, Seller and the Purchased Assets pursuant to this Agreement shall be
“Evaluation Material” as defined in, and which shall be subject to the
terms and conditions of, the Confidentiality Agreement between Maxwell and WGT,
dated March 22, 2001 (the “Confidentiality Agreement”). Purchaser and
WGT each agrees to promptly return to Seller or destroy, at Seller’s
discretion, all copies of any confidential information acquired by or on behalf
of Purchaser in the investigation of the Business to the extent provided for in
the Confidentiality Agreement. 


    6.4     
Access to Records After the Closing. From and after the Closing,
Seller and its Representatives shall be allowed, upon reasonable request, to
inspect and copy at their expense the business records and accounts of Purchaser
pertaining to (i) all matters as to which Seller is required to provide
indemnification pursuant to this Agreement, and (ii) any transactions of Seller
occurring or assets of Seller held at the Facilities, at and through the Closing
Date. Purchaser agrees not to destroy or abandon any such business records or
accounts for a period of four (4) years following the Closing and to destroy
such business records or accounts only upon thirty (30) days’ advance
written notice to Seller for an additional period of two (2) years thereafter.
If Seller requests the surrender of such records or accounts, then Purchaser
shall surrender, at Seller’s expense, such records or accounts so requested
rather than proceeding with such destruction. 


        From
and after the Closing, Purchaser and its Representatives shall be allowed upon
reasonable request to inspect and copy at its expense the records of Seller and
Maxwell relating to the Business through the date of the Closing that are not
transferred to Purchaser, including, without limitation, all financial records
and tax returns of Seller and Maxwell relating to the Business. Each of Seller
and Maxwell agrees not to destroy or abandon any such records for a period of
four (4) years following the Closing. 


7.   CONDITIONS PRECEDENT TO CLOSING


    7.1     
Conditions to Each Party’s Obligation to Close. The
respective obligations of each party to consummate the transactions provided for
in this Agreement shall be subject to the satisfaction at or prior to the
Closing Date of the following conditions: 


        (a)     
No temporary restraining order, preliminary or permanent injunction or other
order by any federal or state court in the United States which prohibits the
consummation of the transactions provided for in this Agreement shall have been
issued and remain in effect. 


        (b)     
Each of Seller and Purchaser shall have obtained such consents from third
parties and Governmental Authorities, as shall be required and which are
material to Seller and Purchaser and to consummation of the transactions
contemplated hereby. 


    7.2     
Conditions Precedent to the Obligation of Purchaser to Close. The
obligation of Purchaser to consummate the transactions provided for in this
Agreement is subject to the satisfaction at or before the Closing Date of each
of the following conditions precedent: 


        (a)     
Seller shall have delivered access to and possession of all of the Purchased
Assets to Purchaser and shall have delivered to Purchaser such fully executed
instruments of assignment, transfer and conveyance as are necessary in the
opinion of, and satisfactory in form to, counsel to Purchaser to transfer good
and marketable title to all of the Purchased Assets to Purchaser in accordance
with the provisions of this Agreement. 


        (b)     
The representations and warranties of Seller and Maxwell contained in this
Agreement shall be true in all material respects as of the date hereof and shall
be true in all material respects on the Closing Date as if made on that date.
All covenants, agreements and obligations and all conditions precedent on the
part of Seller and Maxwell to be performed hereunder on or prior to the Closing
Date shall have been duly performed and complied with in all material respects. 


        (c)     
Seller shall have delivered to Purchaser a certificate executed by an authorized
officer of Seller and Maxwell dated the Closing Date stating that (i) all
representations and warranties made by Seller and Maxwell contained in this
Agreement are true, complete and accurate as of the Closing as if made on and as
of such date, and (ii) all terms, covenants (to the extent required to be
performed prior to the Closing), conditions and provisions of this Agreement to
be met by Seller and Maxwell have been complied with. 


        (d)     
There shall not have occurred since December 31, 2000 a Sierra Material Adverse
Event.


        (e)     
Purchaser shall have obtained commitments for the Title Policies insuring
Purchaser's fee title interest in and to each parcel of Real Property, as more
particularly described in Section 8.6 hereof.


        (f)     
Seller shall have executed and delivered the Assumption Agreement and the other
instruments of conveyance specified by Section 3.2(a). 


        (g)     
At or prior to the Closing, Purchaser shall have received a UCC search report
dated as of a recent date issued by the Secretary of State of Delaware and each
state in which Seller is qualified to do business indicating that there are no
filings under the Uniform Commercial Code on file with such Secretary of State
which name Seller and/or Maxwell as debtor or otherwise indicating any
Encumbrance on the Purchased Assets, except for (i) Permitted Encumbrances or
other liens which Purchaser has approved, in its sole discretion, and (ii) any
Encumbrances with respect to which Seller will deliver releases on or before the
Closing Date duly executed by the lender or other creditor which is the holder
of such lien. 


        (h)     
All of the Key Employees identified on Schedule 8.8(a) shall have
indicated his or her agreement to accept employment with Purchaser or shall have
agreed to become consultants to Purchaser after the Closing on terms and
conditions acceptable to Purchaser in its sole and absolute discretion
(contingent upon the Closing and effective on the Closing Date), provided that
such Key Employees are offered salaries and benefits reasonably comparable in the
aggregate to their current salaries and benefits.


Purchaser shall have the right, exercisable in its sole discretion, to waive
any one or more of the foregoing conditions (which waiver shall not operate as a
waiver of any right of indemnity or any other right or remedy for breach of this
Agreement with respect thereto, and to proceed with the Closing, or to terminate
this Agreement. 


    7.3     
Conditions Precedent to the Obligation of the Seller to Close. The
obligation of Seller to consummate the transactions provided for in this
Agreement is subject to the satisfaction at or before the Closing Date of each
of the following conditions precedent: 


        (a)     
The representations and warranties of Purchaser and WGT contained in this
Agreement shall be true in all material respects as of the date hereof and shall
be true in all material respects on the Closing Date as if made on that date.
All covenants, agreements and obligations and all conditions precedent on the
part of Purchaser and WGT to be performed or complied with hereunder at or prior
to the Closing shall have been duly performed and complied with in all material
respects. 


        (b)     
Purchaser shall have delivered to Seller a certificate executed by an authorized
officer of Purchaser and WGT dated the Closing Date stating that (i) all
representations and warranties made by Purchaser and WGT and contained in this
Agreement are true and accurate as of the Closing, and (ii) all terms, covenants
(to the extent required to be performed prior to the Closing), conditions and
provisions of this Agreement to be met by Purchaser and WGT have been complied
with. 


        (c)     
Purchaser shall have delivered to Seller good and sufficient instruments,
satisfactory in form to counsel to Seller, evidencing the assumption by Purchaser of the Assumed
Liabilities.


        (d)     
Purchaser shall have delivered the Preliminary Purchase Price to Seller.


        (e)     
Purchaser shall have executed and delivered the Assumption Agreement to Seller
and Maxwell.


Seller shall have the
right, exercisable in its sole discretion, to waive any one or more of the
foregoing conditions (which waiver shall not operate as a waiver of any right of
indemnity or any other right or remedy for breach of this Agreement with respect
thereto and to proceed with the Closing, or to terminate this Agreement. 


8.   ADDITIONAL AGREEMENTS


    8.1     
Bulk Sales Laws. The parties hereto waive compliance with the bulk transfer
provisions of the Uniform Commercial Code as adopted in any state relevant to the
transactions provided for in this Agreement.  Seller warrants and agrees to pay when
due and discharge all claims of creditors and all Taxes and interest and penalties
and all other liabilities of whatsoever nature which do not constitute Assumed
Liabilities and which could be collected from Purchaser by reason of such noncompliance.


    8.2     
Further Assurances. After the Closing, each of the parties
hereto agrees to take whatever further action is necessary and to execute
whatever further documents, instruments of assignment, transfer, conveyance or
authorization and agreements as may be reasonably requested by the other in
order to fulfill the purposes and the intent of this Agreement. 


    8.3     
Brokerage Commissions and Fees. WGT and Purchaser, on the one
hand, and Seller and Maxwell, on the other hand, represent and warrant to each
other that all negotiations between them have been carried on by them directly,
each with the other, or with the other’s Representatives, without the
intervention of any third person and that there are no brokers’
commissions, finder’s fees or other payments of like nature payable to any
person. Purchaser agrees to indemnify and hold harmless Seller from and against
any and all losses, claims, costs, damages and expenses of whatsoever nature
(including, without limitation, all legal expenses) attributable to any claim,
liability or obligation for any brokers’ commission, finder’s fees or
other payment of like nature which arises from any contract or agreement or
obligation on the part of the Purchaser with any broker, finder or like person.
Seller agrees to indemnify and hold harmless Purchaser from and against any and
all losses, claims, costs, damages and expenses of whatsoever nature (including,
without limitation, all legal fees and expenses) attributable to any claim or
liability or obligation for any brokers’ commissions, finder’s fees or
payment of like nature which arises from any contract, agreement or obligation
on the part of Seller with any broker, finder or like person. 


    8.4     
Operation of the Business Prior to Closing.  (a) Except as set forth on Schedule
8.4, prior to the Closing, Seller:


	 	(i)	shall operate the Business in the usual, regular and ordinary course of business
(except with the prior written consent of Purchaser);
	 	(ii)	shall maintain the Purchased Assets in good operating condition and repair;
	 	(iii)	shall pay its accounts payable and pay and perform its other obligations when they
become due and payable in the ordinary course of business consistent with prior practice, or
when required to be performed, as the case may be it being agreed that, with
respect to the trade payables of the Business included in the Assumed Operating
Liabilities (“Payables”), Seller will, prior to Closing, pay
the Payables so that none of the Payables as of the Closing Date will be older
than 45 days.
	 	(iv)	shall maintain the books, accounts and records of Seller in the usual, regular
and ordinary manner on a basis consistent with past practice; and
	 	(v)	shall use its reasonable commercial efforts to assist Purchaser and WGT in
connection with Purchaser's financing for the transactions contemplated by this Agreement.



        (b)     
Except as set forth on Schedule 8.4, prior to the Closing, Seller:


	 	(i)	shall not make any material increase in the salary, benefits, bonuses or other
compensation (whether commission, benefits (retirement, severance or other) or other direct or
indirect remuneration) payable to employees of the Business; 
	 	(ii)	shall not enter into any employment contract with any employee of the Business;
	 	(iii)	shall not sell, assign, transfer, convey, lease, pledge, encumber or otherwise
dispose of or agree to sell, assign, transfer, convey, lease, pledge, encumber
or otherwise dispose of any of the Purchased Assets or other material rights,
except in the ordinary course of business;
	 	(iv)	shall not transfer or grant any right under, or enter into any settlement
regarding the breach or infringement of, any Sierra Intellectual Property, or modify any existing right with
respect thereto;
	 	(v)	shall not enter into any Contract other than in the ordinary course of
business or enter into any material amendment, supplement or waiver in respect of any Assumed Contract or
enter into any amendment, supplement or waiver with respect to any existing such
Assumed Contract; 
	 	(vi)	shall not agree to incur any severance payment, "stay bonus", "sale bonus"
or similar obligation by reason of this Agreement to any employee of the Business except for payments for
cancellation of outstanding stock options of Seller or its Affiliates. 
	 	(vii)	shall not grant or extend any power of attorney relating to the Business;
	 	(viii)	shall not make any commitment for capital expenditures or capital additions
or improvements relating to the Business under which payment or expenditure obligations exceeding $25,000 in
the aggregate will remain outstanding as of the Closing Date;
	 	(ix)	shall not enter into or amend any collective bargaining or union contract or
agreement covering any employees of the Business;
	 	(x)	shall not institute, settle or agree to settle any Proceeding before any
arbitrator, tribunal, court or other Governmental Authority that creates or imposes any continuing
obligation or restriction on the Business;
	 	(xi)	shall not in any other manner, modify, change or otherwise alter the
fundamental nature of the Business as presently conducted;
	 	(xii)	shall not make or permit any change to its accounting methods or principles; and
	 	(xiii)	shall not otherwise commit, whether in writing or otherwise, to do, or take
any action or omit to take any action that would result in, any of the foregoing.



    8.5     
Public Statements. WGT, Purchaser, Seller and Maxwell agree (a) to
cooperate, prior to the Closing, in preparing language for and issuing any press
releases or otherwise making public statements with respect to the transactions
contemplated by this Agreement and that the press releases of WGT and Maxwell,
respectively, included as Exhibit 8.5 shall be issued at 8:00 AM PDT on
June 19, 2001 (the “Press Releases”); and (b) that no written
press releases or other public statements relating to the transactions
contemplated by this Agreement shall be issued after the Closing prior to the
release of the Press Releases without the joint consent of Purchaser and Maxwell
(except as may be required by law and, in any such event, only after
consultation with the other party). 


        After
the Closing, Seller and Purchaser shall jointly notify all customers of the
Business that the transactions contemplated by this Agreement have occurred. 


    8.6     Matters Relating to Real Property.


        (a)     
On behalf of Purchaser, Seller shall request a preliminary title commitment from
a title insurance company acceptable to Purchaser (the “Title
Company”) for the issuance of an California Land Title Association
extended coverage owner’s policy of title insurance (including
mechanics’ lien coverage) for each parcel included in the Real Property
setting forth the status of title to each such parcel (individually a
“Title Commitment” and collectively the “Title
Commitments”). The Title Commitments shall be accompanied by true,
complete and legible copies of all Encumbrances identified therein. The policies
to be issued pursuant to the Title Commitments (individually a “Title
Policy” and collectively the “Title Policies”) shall
insure that Purchaser has good, marketable and indefeasible title to such Real
Property, subject only to those Encumbrances accepted by Purchaser pursuant to
paragraph (c) of this Section 8.6 (“Permitted Title
Encumbrances”), and shall include such additional coverages and
endorsements as Purchaser may reasonably require (collectively the
“Endorsements”). Purchaser shall pay all premiums for the
issuance of the Title Policy and the Endorsements, and shall deliver to the
Title Company such affidavits, indemnities and other documentation as shall be
necessary to enable the Title Company to issue the Title Policies with the
Endorsements subject only to Permitted Title Encumbrances. 


        (b)     
Seller shall obtain, at Purchaser’s sole cost and expense (other than the
cost of providing copies of existing surveys), surveys covering each parcel
included in the Real Property (individually a “Survey” and
collectively the “Surveys”), each of which shall be prepared by
a surveyor duly licensed under the laws of Nevada and approved by Purchaser. 


        (c)     
Prior to Closing, Purchaser shall notify Seller in writing of any unacceptable
Encumbrances or other matters disclosed by either the Title Commitments or the
Surveys (individually a “Disapproved Encumbrance” and
collectively the “Disapproved Encumbrances”). Seller agrees to
use commercially reasonable efforts to eliminate the Disapproved Encumbrances or
otherwise resolve the Disapproved Encumbrances to the satisfaction of Purchaser. 


    8.7     
Expenses; Sales Tax; Transfer Tax; Proration. Whether or not the
Closing is consummated all costs and expenses incurred in connection with the
negotiation, execution and performance of this Agreement, including but not
limited to legal and accounting fees and expenses, shall be paid by the party
that incurs such costs and expenses except as expressly provided for in this
Agreement. Except for any Taxes determined based on the income of Seller or any
Affiliate thereof, Purchaser shall be responsible for payment of any Taxes
generated by the completion of the purchase of the Purchased Assets contemplated
by this Agreement including but not limited to the transfer of the Real Property
to Purchaser. 


    8.8     Employee Matters.


        (a)     
Purchaser agrees that it will offer employment to any individual employed by
Seller who, on the Closing Date, works for the Business. If that employment
offer is accepted, employment will commence effective on the day following the
Closing Date. Purchaser has identified certain employees of Seller who are
listed on Schedule 8.8(a) (“Key Employees”). The terms
and conditions of Purchaser’s offers of employment to the employees of the
Business will be determined in Purchaser’s sole discretion (subject to
Section 8.8(b) below). 


        (b)     
Purchaser will provide initial wages and benefits to all employees of the
Business who accept Purchaser’s offer of employment (“Transferred
Employees”) that are reasonably equivalent, in the aggregate, to the
compensation and benefits received by the Transferred Employees from Seller as
of the Closing Date. With respect to Transferred Employees, Purchaser and Seller
agree to cooperate fully in the transition of any such employees to employment
with Purchaser. Nothing contained in this Section will be construed to affect
any right Purchaser or its Affiliates may have after the Closing to terminate
the employment of any Transferred Employee at any time. 


        (c)     
For the purposes of satisfying the service requirements, if any, to participate
in Purchaser’s employee pension and welfare benefit plans
(“Purchaser’s Employee Plans”), Purchaser will treat service by
each of the Transferred Employees with Seller as service with Purchaser. For
purposes of vesting in benefits payable under Purchaser’s employee pension
benefit plans (“Purchaser’s Pension Plans”), but not for purposes
of computing the amount of the benefits, or the existence of a benefit, under
Purchaser’s Pension Plans, Purchaser will treat service by each of the
Transferred Employees with Seller as service with Purchaser; provided that such
service will not be recognized to the extent that such recognition would result
in duplication of benefits (or is not recognized for such purposes under
Purchaser’s Pension Plans). In addition, Purchaser will recognize and
assume responsibility for vacation hours accrued by Transferred Employees under
Seller’s vacation policy on or before the Closing Date. 


        With
the exception of liabilities included in the Assumed Operating Liabilities,
Purchaser is not assuming, under this Agreement or otherwise, and the Seller is
and shall remain fully responsible for any obligation, responsibility or
liability, whether contractual or statutory, arising out of the termination of
employees not hired by Purchaser, or, in the case of Transferred Employees, any
such obligations, responsibilities or liabilities that relate to their
employment with Seller for the period of time up until the Closing. 


        (d)     
Except for Purchaser’s agreements in Section 8.8(b) and (c), after the
Closing nothing herein expressed or implied confers upon any former employee of
Seller, or any other Person, any rights or remedies (including, but not limited
to, any right to employment, or continued employment, for any specified period)
or any right to any particular benefits in connection with any employment of any
nature or kind whatsoever under or by reason of this Agreement. 


        (e)     
Seller is responsible for providing all notices and other communications to
employees of Seller and any Governmental Authority that are required under the
Worker Adjustment and Retraining Notification Act (the “WARN
Act”). Seller shall offer, or cause to be offered by any ERISA
Affiliate, continuation coverage as required by COBRA to those individuals, if
any, who are eligible to elect such coverage by reason of the transaction
contemplated by this Agreement. Seller shall provide, or cause to be provided,
all certifications required by Code Section 9801(e) and all applicable
notifications of any conversion rights or privileges available under any
Employee Plan that arise as a result of the transaction contemplated by this
Agreement. 


        (f)     
Purchaser and Seller agree to work together to accomplish direct rollovers of
the Transferred Employees’ account balances, including outstanding loans by
Seller’s 401(k) Plan to the Transferred Employees, under Seller’s
401(k) Plan to Purchaser’s 401(k) Plan if such direct rollovers are
permissible under both Seller’s and Purchaser’s respective 401(k)
Plans. 


    8.9     
Accounts Receivable. The Purchased Assets shall not include any of the
Accounts Receivable of Seller.  The Parties agree to the following procedures with
respect thereto:


        (a)
Purchaser shall use its reasonable commercial efforts to collect the Accounts
Receivable as agent for Seller which obligation shall continue for 120 days
following the Closing Date. Proceeds of such collection received from any
customer hereunder (“A/R Collections”) shall be applied by
Purchaser first against the oldest Accounts Receivable of such customer unless
any such customer expressly directs otherwise. Purchaser shall not be required
to commence legal action against any party nor to cease doing business with any
customer in connection with this Section 8.9. Seller agrees to reimburse,
indemnify and hold harmless Purchaser from and against any and all claims,
liabilities and losses (but not normal administrative expenses) whatsoever that
may be suffered or incurred by Purchaser to Seller or any third party,
including, but not limited to, attorney’s fees, arising out of or incurred
with respect to Purchaser’s efforts pursuant to this Section 8.9, except to
the extent that any such claims, liabilities or losses arise out of the willful
misconduct or gross negligence of Purchaser. 


        (b)
Subject to Section 9.7 hereof, Purchaser shall pay all A/R Collections to Seller
within five (5) business days after Purchaser shall have identified and applied
any A/R Collections on its records. To the extent that Seller or any Affiliate
thereof receives any payment from any customer of the Business in respect of
goods or services sold by Purchaser after the Closing (i.e., a payment that is
not in respect of any Account Receivable), Seller shall pay such funds to
Purchaser within five (5) business days after the identification thereof. During
the 120 day collection period contemplated by this Section 8.9, Purchaser shall
give Seller a monthly written report on the status of its collection efforts,
and Seller shall also provide a monthly report with respect to all funds
received from customers of the Business owing to 


Purchaser. Each party shall have the right to review all cash receipts and
other records of the other party
relating to such other party’s obligations under this Section 8.9. Within
30 days following the end of the 120 day period after the Closing Date, the
parties shall promptly meet and discuss any open issues under this Section 8.9
and an appropriate means for the Purchaser to continue to collect, or for Seller
to assume collection of, the balance of the Accounts Receivable not covered by
Purchaser’s collection efforts hereunder. Unless the parties otherwise
agree, Purchaser shall deliver all records relating to the Accounts Receivable
to Seller at such time. 


    8.10     Non-Competition and Nondisclosure.


        (a)     
As an inducement for Purchaser to enter into this Agreement and in consideration
of the Purchase Price to be paid to Seller under this Agreement, and subject to
Paragraph (d) of this Section 8.10, Seller and Maxwell agree that: 


	 	(i)	For a period of four (4) years after the Closing:





	 	(A) Seller and Maxwell will not, directly or indirectly through any Affiliate of
Seller and Maxwell, invest in, own, manage, operate, finance, control, or
participate in the ownership, management, operation, financing, or control of,
any Person whose business, products or activities compete in whole or in part
with the Product Lines or activities of the Business anywhere in the world;
provided, however, that (I) the provisions of this Section 8.10(a) shall not
prohibit Seller or Maxwell, or any Affiliate thereof, from conducting business
with any such Person involving products or services currently, or in the future,
offered or required by Seller, Maxwell or any such Affiliate (other than any of
the products involved in the Business), (II) the provisions of this Section
8.10(a) shall not prohibit Seller or Maxwell, or any Affiliate thereof, from
investing in, or providing credit to, any Person engaged in a business that does
not compete with the Product Lines even if such Person has an Affiliate which is
engaged in competition with the Product Lines so long as no such investment or
credit is directly or indirectly used to support the competing business of such
Person’s Affiliate, and (III) Seller or Maxwell may purchase or otherwise
acquire up to (but not more than) one percent of any class of securities of any
enterprise (but without otherwise participating in the activities of such
enterprise) if such securities are listed on any national or regional securities
exchange or have been registered under Section 12(g) of the Securities Exchange
Act of 1934. Seller and Maxwell agree that this covenant is reasonable with
respect to its duration, geographical area, and scope.





	 	(B) Maxwell and Seller will not, directly or indirectly through any Affiliate
thereof, (x) induce or attempt to induce any Transferred Employee to leave the
employ of Purchaser, (y) in any way interfere with the relationship
between Purchaser and any Transferred Employee, (z) induce or attempt to
induce any customer, supplier, licensee, or business relation of Purchaser to
cease doing business with Purchaser in the Product Lines, or in any way
interfere with the relationship between any customer, supplier, licensee, or
business relation of Purchaser in the Product Lines.





	 	(C) Maxwell and Seller will not, directly or indirectly through any Affiliate
thereof, solicit the business of any Person known to Seller to be a customer of
Purchaser, with respect to products or activities which compete in whole or in
part with the Product Lines or activities of the Business.





	 	(ii)	In the event of a breach by Maxwell or Seller or any Affiliate thereof of any
covenant set forth in Subsection 8.10(a)(i) of this Agreement, the term of such
covenant will be extended by the period of the duration of such breach; and





	 	(iii)	Maxwell and Seller will not, at any time during the four-year period herein
provided, disparage the Business or any employees or agents of the Business.





        (b)     
Maxwell and Seller acknowledge and agree that from and after the Closing Date
all confidential information of the Business known by Maxwell and/or Seller or
any of their Representatives (“Confidential Information”), is the
property of Purchaser. Therefore, each of Maxwell and Seller agrees that it will
not, at any time, disclose to any unauthorized Person or use for its own account
or for the benefit of any third Person any Confidential Information, whether
Maxwell and/or Seller has such information in the memory of its employees or
embodied in writing or other physical form, without Purchaser’s prior
written consent, unless and to the extent that the Confidential Information is
or becomes generally known to and available for use by the public other than as
a result of either Maxwell or Seller’s fault or the fault of any other
Person bound by a duty of confidentiality to Purchaser or Maxwell or Seller. 


        (c)     
If Maxwell or Seller breaches the covenants set forth in Paragraphs (a) or (b)
of this Section 8.10, Purchaser will be entitled to seek an injunction or the
equitable relief against Maxwell and/or Seller, and it will also be entitled to
the following remedies: 


	 	(i)	Damages from Maxwell and Seller; and
	 	(ii)	To offset against any and all amounts owing to Seller under this Agreement any
and all amounts which Purchaser may claim under clause (i) above.





The rights and remedies of
the Purchaser in this Paragraph (c) are cumulative and not alternative. 


        (d)     
If a controlling interest in Maxwell or Seller shall be acquired by a Person
other than a Person who is an Affiliate of Maxwell at the time of any such
acquisition (“Acquiring Person”), then the operation or
continued operation by such Acquiring Person of its business shall not
constitute a violation or breach of this Section 8.10 by Maxwell or Seller so
long as and provided that: (i) Maxwell and Seller and their Affiliates as of the
date of Closing shall continue to be bound by all of the terms and conditions of
this Section 8.10 and (ii) without limiting the foregoing, any such Acquiring
Person and its Affiliates (including but not limited to Maxwell and Seller)
shall be subject to, and bound by, the provisions of Paragraph (b) and, to the
extent it relates to said Paragraph (b), Paragraph (c) of this Section 8.10 as
though they were an original signatory to this Agreement. 


    8.11     Transition Services.
After the Closing, Seller will supply certain services to Purchaser as follows:


        (a)     
Employee Matters. Seller will pay, or cause its payroll services provider
(Ceridian) to pay, all wages and salaries payable to the Transferred Employees
of the Business, net of all required withholding for a reasonable period of time
after the Closing. Purchaser will pay to Seller or its designee by wire
transfer, on the next business day following notice from Seller to Purchaser as
to the aggregate amount of each such payment to Purchaser’s employees, plus
the aggregate amount of any payroll or withholding taxes or any other payroll
related deductions remitted by Seller on behalf of Purchaser or the Transferred
Employees and any out-of-pocket expenses incurred by Seller in connection
therewith, but not including any allocation of the costs of Seller’s
employees. Purchaser will provide Seller with all information required by Seller
to perform its services hereunder. To the extent that Seller’s services
under this Paragraph (a) extend beyond two pay periods of the Business after the
Closing Date, Purchaser shall reimburse Seller for an allocation of the cost of
the Seller’s employees performing such services in connection therewith. In
addition: 


	 	(i)	Purchaser and Seller agree, with respect to any Transferred Employees, to use
the “alternate procedure” set forth in IRS Rev. Proc. 96-60, 1996-2
C.B. 399, for: (A) preparing and filing Forms W-2 (Wage and Tax Statements),
Forms W-3 (Transmittal of Income and Tax Statements), and any remaining Forms
941 (Employer’s Quarterly Federal Tax Return) for 2001; and (B)
transferring Forms W-4 (Employee’s Withholding Allowance Certificate) and
Forms W-5 (Earned Income Credit Advance Payment Certificate). Seller will remain
responsible for the Forms W-2 for 2001 and all other required reporting
obligations for those employees of Seller who are not Transferred Employees.
	 	(ii)	On and after the Closing Date, Seller will make available to Purchaser all
current Forms W-4 and Forms W-5 that were provided to Seller by the Transferred
Employees and any other wage and payroll tax payment and withholdings records,
reports and other data as may be reasonably necessary to enable Purchaser to
furnish Forms W-2 to the Transferred Employees for 2001, to file Forms 941 for
2001 and to make all other appropriate reportings and withholdings related to
wages paid to the Transferred Employees. Immediately upon receipt of notice of the
hire of each Transferred Employee, Purchaser will transfer to Seller custody of
the current Form W-4, and if applicable, Form W-5, that was provided to Seller
by such Transferred Employee.





        (b)     
Klement. Seller will make available to Purchaser the services of Gary Klement to
assist Purchaser in connection with Purchaser’s closing of the books of the
Business for the month of June 2001. Such services will be provided on a
reasonable, part-time basis during the month of July 2001. Seller shall provide
such services free from any charge for the service of Klement, but Purchaser
shall reimburse Seller for any out-of-pocket costs incurred in connection with
providing such services. 


        (c)     
Test Equipment. Seller shall continue to provide such engineers and technicians
as may be reasonably necessary to complete the ongoing installation of certain
testing equipment and software at the Carson City facility of the Business.
Purchaser shall pay Seller for any such services provided after Closing under
this clause an amount equal to (i) Seller’s actual costs for such personnel
and services plus (ii) any out-of-pocket expenses, including reasonable travel
and lodging expenses incurred in performing such services, consistent with
Seller’s travel expense policy and subject to Seller providing Purchaser
with documentation supporting such expenses. 


        (d)     
IT. Maxwell and Seller shall cooperate with Purchaser in connection with the
termination of all information technology interfaces between Maxwell or Seller
and the Business. Purchaser shall have the right to continue to use the T-1 line
service which prior to the Closing Maxwell has provided or made available to the
Business for a period of up to 60 days, or such longer period as the parties may
agree upon; in connection therewith, Purchaser shall pay or reimburse Maxwell
for all out-of-pocket costs incurred in connection with this service and Maxwell
and Purchaser shall cooperate and use their reasonable commercial efforts to
effectuate appropriate procedures to protect each other’s confidential
information to the extent practicable. In addition, subject to the foregoing,
Maxwell shall discontinue and terminate as soon as practicable after Closing any
links to the Business which are contained on its Website. 


    8.12     Consents and Best Efforts.


        (a)     
As soon as practicable, Purchaser and Seller, as applicable, will commence all
reasonable action required hereunder to obtain all consents, approvals and
agreements of, and to give all notices and make all filings with, any Person as
may be necessary to authorize, approve or permit the full and complete sale,
conveyance, assignment or transfer of the Purchased Assets, free of
Encumbrances, including but not limited to approval from customers of the
Business for the transfer of the Assumed Contracts. Purchaser and Maxwell or
Seller agree to use commercially reasonable best efforts to satisfy all
conditions precedent to their respective obligations to consummate the
transactions contemplated by this Agreement. 


        (b)     
Maxwell and Seller shall not, nor shall they authorize any of their
Representatives, directly or indirectly, (i) to solicit, initiate or encourage
the submission of any proposal by any Person with respect to, or which includes,
a purchase of all or any significant portion of the assets of the Business, or
any other transaction that would involve a change of ownership or control of any
of the Purchased Assets (“Acquisition Proposal”), (ii) to
participate in any discussions or negotiations regarding, or furnish to any
Person any information with respect to, or take any action to facilitate any
inquiries or the making of any proposal that constitutes, or may reasonably be
expected to lead to, any Acquisition Proposal. Notwithstanding the foregoing,
Maxwell shall promptly notify Purchaser orally and in writing of (x) the receipt
by Maxwell or Seller or any of their Representatives after the date hereof of
any Acquisition Proposal, (y) the material terms and conditions thereof and (z)
the identity of the Person(s) who has made the Acquisition Proposal. 


    8.13     
SEC Financials.  Maxwell and Seller acknowledge that WGT is
required under Governmental Requirements to prepare or have prepared and report,
certain financial statements for the Business which include (i) an audited
balance sheet and audited statements of income and cash flow of the Business in
accordance with GAAP for the Seller’s most recent fiscal year; (ii) an
unaudited balance sheet and unaudited statements of income and cash flows of the
Business for the Seller’s fiscal quarters ending March 31, 2001 and April
1, 2000, respectively; and (iii) unaudited proforma financial information for
the Business including a proforma balance sheet and a proforma statement of
income for the most recent fiscal year end and for the fiscal quarter ending
March 31, 2001 (collectively, “Audited Financials”) as soon as
possible for purposes of a proposed registration statement to be filed by WGT,
or, in any event, within five (5) days after the Closing Date. 


        With
respect to the foregoing Maxwell, Seller and WGT agree as follows: 


        (a)
Maxwell and Seller will assist and cooperate, and cause its accountants to
cooperate, with WGT in connection with the WGT’s efforts to prepare,
complete and file the Audited Financials in a timely manner, pursuant to all
Governmental Requirements. In that regard, Maxwell and Seller will make
available to WGT and its Representatives at all reasonable times all financial
and other books and records of Seller, and cause its accountants to make
available all of their work papers, which are relevant, necessary or advisable
in order for WGT to complete and file the Audited Financials. 


        (b)
WGT shall pay or reimburse Seller for all direct, out-of-pocket costs and
expenses incurred by Maxwell and Seller or their Representatives in assisting
and cooperating with WGT as provided for in Paragraph (a) hereof. Maxwell and
Seller shall not pay, reimburse or otherwise be responsible for any costs and
expenses of any kind whatsoever that may be incurred by WGT or its
Representatives in connection with their completion of the Audited Financials. 


    8.14     Cooperation Regarding Insurance Coverage.
 Maxwell agrees to provide such information as Purchaser may reasonably request and otherwise
provide reasonable cooperation to Purchaser in connection with Purchaser’s
application for a medical products liability insurance policy that will provide
coverage for pre-Closing prior acts. 


9.     SURVIVAL AND INDEMNIFICATION


    9.1     
Survival of Representations, Warranties, Covenants and
Indemnities. The representations and warranties of the parties to this
Agreement shall survive the Closing until December 31, 2002, at which time they
shall terminate, except that (a) the representations and warranties set
forth in Section 4.5 shall survive the Closing until all applicable statutes of
limitation, as extended, shall have expired; (b) the representations and
warranties set forth in Section 4.18 shall survive the Closing for a period of
five (5) years after the Closing Date; (c) there shall be no time limitation on
the representations and warranties set forth in Sections 4.2 and 4.7(b); and
(d) any claims made prior to the expiration of the applicable survival
period with respect to any Loss arising out of any breach of any representation
and warranty by any party, shall survive until the liability shall be finally
determined. The covenants of the parties to this Agreement, including but not
limited to the covenants and indemnities set forth in this Article 9 of this
Agreement, shall survive the Closing until they have been fully satisfied or
otherwise discharged. 


    9.2     Definitions.
For purposes of this Article 9:


        “Loss”
and “Losses” means any and all losses, damages, liabilities,
payments, costs and obligations, and all expenses related thereto. Losses shall
include any reasonable legal fees and costs incurred by any of the Indemnified
Persons subsequent to the Closing in defense of or in connection with any
alleged or asserted liability, payment or obligation, whether or not any
liability or payment, obligation or judgment is ultimately imposed against the
Indemnified Persons and whether or not the Indemnified Persons are made or
become parties to any such action. 


        “Indemnified
Person” means any person entitled to be indemnified under this Article
9. 


        “Indemnifying Person”
means any person obligated to indemnify another person under this Article 9.


        “Purchaser's Indemnified Persons”
means the Purchaser, their directors, officers, employees, stockholders and agents.


        “Seller's Indemnified Persons”
means Maxwell, Seller, their directors, officers, employees, stockholders and agents.


        “Third Party Action”
means any written assertion of a claim, or the commencement of any action, suit,
or proceeding, by a third party as to which any person believes it may be an
Indemnified Person hereunder.


    9.3     Indemnification by Seller and Maxwell.


        (a) Subject to the terms and
conditions of this Article 9, Seller and Maxwell hereby agree, jointly and severally,
to defend, indemnify and hold harmless Purchaser’s Indemnified Persons from
and against all Losses directly or indirectly incurred by or sought to be imposed upon any of them: 


	 	(i)	resulting from or arising out of any breach of any of the representations or
warranties (other than those in Sections 4.2, 4.5, 4.7(b) and 4.18) made by Seller or Maxwell in or
pursuant to this Agreement or in any agreement, document or instrument executed
and delivered pursuant hereto or in connection with the Closing;
	 	(ii)	resulting from or arising out of any breach of any of the representations or
warranties made by Seller or Maxwell pursuant to Section 4.2 or 4.7(b);
	 	(iii)	resulting from or arising out of any breach of any covenant or agreement
made by Seller in or pursuant to this Agreement;
	 	(iv)	in respect of any Retained Liability or any liability or obligation of Seller
not included in the Assumed Liabilities;
	 	(v)	resulting from or arising out of the conduct of the Business (including but
not limited to the manufacture of any product) at any time prior to the Effective Time including,
but not limited to, any Proceeding against the Seller or Maxwell and any
litigation or similar matter arising out of such conduct, whether or not
described or required to be described on Schedule 4.15 (except for any
Assumed Liabilities expressly assumed by Purchaser in this Agreement). 
	 	(vi)	resulting from or arising out of a breach of any representation warranty
made by Seller or Maxwell in or pursuant to Section 4.5 or out of any liability, payment or obligation in
respect of any Taxes owing by Seller or Maxwell of any kind or description
(including interest and penalties with respect thereto) for all the Pre-Closing
Tax Periods unless included in the Assumed Operating Liabilities; 
	 	(vii)	resulting from or arising out of a breach of any representation or warranty
made by Seller or Maxwell in or pursuant to Section 4.18 or resulting from or arising out of any
Environmental Claim or any violation of any Environmental Laws which occurred or
relate to time periods or events on or prior to the Closing Date, which
violation does not otherwise relate to a Retained Liability under Section 2.4
and as to which indemnification may be sought under item (iv) of this paragraph
(a);
	 	(viii)	resulting from or arising out of any Employee Benefit Plan except for any
Assumed Liabilities; and
	 	(ix)	resulting from or arising out of Seller's failure to comply with bulk sales
laws notwithstanding Purchaser’s waiver of Seller’s compliance therewith pursuant to this
Agreement.



        (b)    
The right to indemnification under paragraph (a) of this Section 9.3 is subject to the
following limitations:


	 	(i)	Seller and Maxwell shall have no liability under paragraph (a) unless one or
more of the Purchaser’s Indemnified Persons gives an Indemnification Notice to Seller
asserting a claim for Losses before the expiration of the applicable period set
forth below:





	 	(A)	for claims under clause(s) (i) and (ix) of paragraph (a) above, the
period until December 31, 2002;
	 	(B)	for claims under clause (vii) of paragraph (a) above a period of five
(5) years after the Closing Date;
	 	(C)	for claims under clause(s) (iii), (iv), (v), (vi) and (viii) of paragraph
(a) above, for so long as any claim may be made in respect of such matters under any applicable statute of
limitations; and
	 	(D)	for claims for fraud or under clause (ii) of paragraph (a) above,
without limitation as to time.



	 	(ii)	Indemnification for claims under clauses (i) and (ix) of Section 9.3(a) above
and for claims relating to AOL-Type Retained Liabilities under clause (iv) of Section 9.3(a) above, but not
for claims for fraud or under clauses (ii), (iii), (v), (vi), (vii) and (viii)
of Section 9.3(a) or, except for Retained Liabilities of the type identified on
Schedule 9.3(b) (“AOL-Type Retained Liabilities”), under clause
(iv) of Section 9.3(a), (A) shall be payable by the Seller and Maxwell hereunder
only if and to the extent that the aggregate amount of all Losses hereunder by
the Purchaser’s Indemnified Persons shall exceed $250,000 (the
“Basket”), whereupon Seller and Maxwell shall be responsible
for paying all such amounts in excess of the Basket and (B) shall not exceed
$49,026,000 in the aggregate.
	 	(iii)	The limitations on the period of survival in this Section 9.3 shall not apply
to any covenant or undertaking contained in this Agreement (or in any agreement or instrument
delivered pursuant hereto) which is to be performed following the Closing.



9.4     Indemnification by Purchaser and WGT.


        (a)     
Subject to the terms and conditions of this Article 9, from and after the
Closing Date, Purchaser and WGT hereby agree, jointly and severally, to
indemnify and hold harmless Seller’s Indemnified Persons from any and all
Losses directly or indirectly incurred by or sought to be imposed upon them; 


	 	(i)	resulting from or arising out of any breach of any of the representations or
warranties made by Purchaser, in or pursuant to this Agreement or in any
agreement, document or instrument executed and delivered pursuant hereto or in
connection with the Closing; or
	 	(ii)	resulting from or arising out of any breach of any covenant or agreement made by
Purchaser in or pursuant to this Agreement including but not limited to any
failure to pay or otherwise discharge any of the Assumed Liabilities.


        (b)     
The right to indemnification under paragraph (a) above is subject to the
limitation that Purchaser shall have no liability under paragraph (a) unless a
Seller’s Indemnified Person gives written notice to Purchaser asserting a
claim for Losses, including reasonably detailed facts and circumstances
pertaining thereto, before December 31, 2002, provided that with respect to a
claim for Losses relating to a breach of the representations in Section 5.2,
there shall be no time limit for the assertion of such a claim. Indemnification
for claims under paragraph (a) (other than claims relating to any Assumed
Liability) shall be payable by Purchaser only if and to the extent that the
aggregate amount of all Losses hereunder by the Seller’s Indemnified
Persons shall exceed the Basket, whereupon Purchaser shall be responsible for
paying all such amounts in excess of the Basket for indemnification. 


        (c)     
The limitations on the period of survival in this Section 9.4 shall not apply to
any covenant or undertaking contained in this Agreement (or in any agreement or
instrument delivered pursuant hereto) which is to be performed following the
Closing. 


    9.5     Notice of Indemnification Claims.


        (a)     
If (i) a Third Party Claim is made against any Indemnified Person that is
subject to a right of indemnification under this Article 9 or (ii) any party
hereto becomes aware of facts or circumstances establishing that such party has
experienced or incurred Losses or will experience or incur Losses subject to
indemnification under this Article 9, then such Indemnified Person shall give to
the Indemnifying Person notice of such claim (“Indemnification
Notice”) as soon as reasonably practicable but in no event more than
thirty (30) days after the Indemnified Person has received notice of or obtains
actual knowledge of such claims (provided that failure to give such notice shall
not limit the Indemnifying Person’s indemnification obligation hereunder
except to the extent that the delay in giving, or failure to give, the notice
adversely affects the Indemnifying Person’s ability to defend against the
claim). To the extent practicable, the Indemnification Notice will describe with
reasonable specificity (A) the nature of and the basis for the indemnification
claim, including any relevant supporting documentation, and (B) an estimate of
all Losses associated therewith. If the Indemnifying Party does a not object
within thirty (30) days after receipt of the Indemnification Notice, the
indemnification claims described in the Indemnification Notice shall be deemed
final and binding upon the Indemnifying Person (hereinafter, “Permitted
Indemnification Claim”). If the Indemnifying Person contests the
propriety of an indemnification claim described in any Indemnification Notice
and/or the amount of Losses associated with such claim, then the Indemnifying
Person shall deliver to the Indemnified Person a written notice detailing with reasonable
specificity all specific objections that the Indemnified Person has with respect
to the indemnification claims contained in the Indemnification Notice
(“Indemnification Objection Notice”). If the Indemnifying
Person and the Indemnified Person are unable to resolve the disputed matters
described in the Indemnification Objection Notice within fifteen (15) business
days after the date the Indemnifying Person received the Indemnification
Objection Notice, the disputed matters will be subject to the dispute resolution
procedures set forth in Section 9.9 hereof. Any undisputed indemnification
claims contained in any Indemnification Notice shall be deemed to be final and
binding upon the Indemnifying Persons and shall constitute a Permitted
Indemnification Claim. If the determination of the disputed matters pursuant to
Section 9.9 results in all or any portion of an indemnification claim properly
being subject to indemnification pursuant to this Article 9, such claim or
portion thereof shall be final and binding upon the Indemnifying Person and
shall constitute a Permitted Indemnification Claim. 


        (b)     Defense of Third Party Actions:


	 	(i)	Upon receipt of a notice of a Third Party Action subject to an
Indemnification Notice under this Section 9.5, the Indemnifying Person shall have the right, at its
option and at its own expense, to participate in and be present at the defense
of such Third Party Action, but not to control the defense, negotiation or
settlement thereof, which control shall remain with the Indemnified Person,
unless the Indemnifying Person makes the election provided in paragraph (ii)
below.
	 	(ii)	By written notice within 45 days after receipt of a notice of a Third Party
Action, an Indemnifying Person may elect to assume control of the defense, negotiation and settlement
thereof, with counsel reasonably satisfactory to the Indemnified Person;
provided, however, that its right to assume such control shall be subject to the
Indemnifying Person agreeing in writing (A) to promptly indemnify the
Indemnified Person for its expenses to date, (B) that any Losses arising out of
the Third Party Action constitute a Permitted Indemnification Claim and (C) to
hold the Indemnified Person harmless from and against any and all Losses caused
by or arising out of any settlement of the Third Party Action approved by the
Indemnifying Person or any judgment in connection with that Third Party Action.
The Indemnifying Person shall not in the defense of the Third Party Action enter
into any settlement which does not include as a term thereof the giving by the
third party claimant of an unconditional release of the Indemnified Person, or
consent to entry of any judgment except with the consent of the Indemnified
Person.
	 	(iii)	Upon assumption of control of the defense of a Third Party Action under
paragraph (ii) above, the Indemnifying Person will not be liable to the Indemnified Person hereunder for
any legal or other expenses subsequently incurred in connection with the defense
of the Third Party Action, other than reasonable expenses of investigation.
	 	(iv)	If the Indemnifying Person does not elect to control the defense of a Third
Party Action under paragraph (ii), the Indemnifying Person shall promptly reimburse the Indemnified
Person for expenses incurred by the Indemnified Person in connection with
defense of such Third Party Action, as and when the same shall be incurred by
the Indemnified Person.
	 	(v)	Any person who has not assumed control of the defense of any Third Party
Action shall have the duty to cooperate with the party which assumed such defense.



    9.6     Miscellaneous.


        (a)     
Purchaser’s Indemnified Persons shall be entitled to indemnification under
Section 9.3(a) and Seller’s Indemnified Persons shall be entitled to
indemnification under Section 9.4(a), regardless of whether the matter giving
rise to the applicable liability, payment, obligation or expense may have been
previously disclosed to any such person. 


        (b)     
If any Loss is recoverable under more than one provision this Article 9, the
Indemnified Person shall be entitled to assert a claim for such Loss until the
expiration of the longest period of time within which to assert a claim for Loss
under any of the provisions which are applicable. 


        (c)     
To the extent that more than one representation and warranty contained in this
Agreement requires the same disclosure, the appearance of such disclosure on any
single Schedule shall serve as disclosure for all of the representations and
warranties to which such disclosure applies so long as the matter is disclosed
on each applicable Schedule in sufficient detail so as to make it apparent to
Purchaser that such disclosure is relevant to the applicable representation and
warranty. Notwithstanding the foregoing, Seller agrees that it shall use all
reasonable efforts to reference each disclosure on each Schedule to which it
applies. 


        (d)     
The obligations of the Indemnifying Parties shall continue with respect to any
claims for Damages asserted by any Indemnitee prior to the last date upon which
such Indemnitee may assert such claims until resolution thereof. 


        (e)     
Purchaser shall undertake commercially reasonable efforts to mitigate all Losses
incurred hereunder until such time as any claim for Losses hereunder is finally
and fully resolved, including the time during which Seller may be pursuing
claims with respect to such Losses under and with respect to any policy or
policies of insurance maintained by Seller prior to the Closing Date. In
addition, if and to the extent that such Losses are or may be covered by any
such policy or policies of insurance maintained by Seller prior to the Closing
Date, Purchaser shall provide reasonable and commercially practical cooperation
and assistance to Seller in conjunction with its efforts to make any and all
claims under and with respect to such insurance policies, and any proceeds of
such insurance policies which actually are paid or become payable to Purchaser
shall be applied to offset any Losses which otherwise would be paid or become
payable by Seller hereunder, provided that the prosecution or resolution of any
claims under or with respect to such insurance policies shall not abate, impair,
or delay Purchaser’s’ ability to pursue its rights under this Article
9. 


    9.7     
Payment of Indemnification; Attorneys Fees.  Permitted
Indemnification Claims under this Article 9 shall be paid or otherwise satisfied
by Indemnifying Persons within 30 days after notice thereof is given by the
Indemnified Person. If an Indemnified Person is required to initiate arbitration
under Section 9.9(c) or legal action against an Indemnifying Person to enforce
any arbitration award under Section 9.9 or
Purchaser’s rights under Section 8.10, it shall be entitled to recover from
the Indemnifying Person all legal fees and expenses incurred by such Indemnified
Person if it is successful in such arbitration or action. 


    9.8     
Exclusivity. The parties agree that, except in the case of fraud
or for a breach of Section 8.10, their sole and exclusive remedy for, under or
in connection with this Agreement, including, but not limited to, any violations
or any breach of this Agreement, shall be a claim under and in accordance with
the provisions of this Article 9. 


    9.9     Dispute Resolution.


        (a)     
Negotiated Resolution. If any dispute arises (i) out of or
relating to, this Agreement or any alleged breach thereof, or (ii) with respect
to any of the transactions or events contemplated hereby
(“Dispute”), the party desiring to resolve such Dispute shall
deliver a written notice describing such Dispute with reasonable specificity to
the other parties (“Dispute Notice”). If any party delivers a
Dispute Notice pursuant to this Section 9.9, or if any Indemnifying Person
delivers to any Indemnitee an Indemnification Objection Notice pursuant to
Section 9.5(a), the parties involved in the Dispute shall meet at least twice
within the thirty (30) day period commencing with the date of the Dispute Notice
or the Indemnification Objection Notice (as the case may be) and in good faith
shall attempt to resolve such Dispute or the rejected indemnification claim
(“Rejected Claim”), as the case may be. 


        (b)     
Mediation. If any Dispute or Rejected Claim is not resolved
or settled by the parties as a result of negotiation pursuant to Section 9.9(a)
above, the parties shall submit the Dispute or Rejected Claim to non-binding
mediation before a retired judge of a federal District Court or the New York
State Supreme Court, or some similarly qualified, mutually agreeable individual.
The parties shall bear the costs of such mediation equally. 


        (c)     
Arbitration. If the Dispute or Rejected Claim is not
resolved by mediation pursuant to Section 9.9(b) above, or if the parties fail
to agree upon a mediator, within ninety (90) days after the Dispute Notice or
Indemnification Objection Notice (as the case may be), the Dispute or Rejected
Claim shall be settled by arbitration conducted in New York State which shall be
in accordance with the rules and procedures of JAMS/Endispute then in effect
with respect to commercial disputes. The arbitration of such issues, including
the determination of any amount of damages suffered by any party hereto by
reason of the acts or omissions of any party, shall be final and binding upon
all parties. Notwithstanding the foregoing, the arbitrator shall not be
authorized to award punitive damages with respect to any such claim or
controversy, nor shall any party seek punitive damages relating to any matter
under, arising out of or relating to this Agreement in any other forum. Except
as otherwise set forth in the Agreement, the cost of any arbitration hereunder,
including the cost of the record or transcripts thereof, if any, administrative
fees, and all other fees involved including reasonable attorneys’ fees
incurred by the party determined by the arbitrator to be the prevailing party,
shall be paid by the party determined by the arbitrator not to be the prevailing
party, or otherwise allocated in an equitable manner as determined by the
arbitrator. 


        (d)     
Injunctive Relief.  The provisions of this Section 9.9 shall not preclude Purchaser
from seeking an injunction or other equitable relief to enforce the provisions of Section 8.10 of this
Agreement.



10.     TERMINATION


    10.1     Termination by
Mutual Consent.  This Agreement may be terminated at any time prior to the
Closing Date by mutual written consent of Seller and Purchaser.


    10.2     Termination by
either Seller or Purchaser.  This Agreement may be terminated by Seller or
Purchaser if:


        (a)     
The Closing is not consummated on or before June 30, 2001, or such later date as
shall have been approved by Seller and Purchaser (the “Termination
Date”); provided, however, that the right to terminate this Agreement
under this Section 10.2(a) shall not be available to any party whose failure to
fulfill any obligation under this Agreement has been the cause of, or resulted
in, the failure of the Closing to occur on or before the Termination Date. 


        (b)     
A court of competent jurisdiction or Governmental Authority shall have issued an
order, decree or ruling or taken any other action (which order, decree or ruling
the parties shall use their commercially reasonable efforts to lift), in each
case permanently restraining, enjoining or otherwise prohibiting the
transactions contemplated by this Agreement, and such order, decree, ruling or
other action shall have become final and nonappealable. 


    10.3     
Effect of Termination. In the event of the termination of this
Agreement under this Article 10, this Agreement shall become void and have no
effect, without any liability on the part of Purchaser or Seller (or their
respective Representatives) to the other party except (i) as provided in
Sections 6.3 and 8.7 and (ii) as provided in Article 9, to the extent that such
termination results from the willful breach by any party hereto of any material
representation, warranty, covenant or agreement hereunder. 


11.     GENERAL PROVISIONS


        11.1     
Notices. All notices and other communications required or
permitted by this Agreement shall be made in writing and any such notice or
communication shall be deemed delivered (a) when delivered in person, by
recognized overnight courier or transmitted by facsimile or telecopier, or (b)
five (5) days after it has been sent by air mail, as follows: 


	 	A.	SELLER OR MAXWELL:

	 	 	Maxwell Technologies, Inc.

9244 Balboa Avenue

San Diego, California 92123

Attention: Donald M. Roberts, General Counsel

Fax No.: 858-277-6754


	 	B.	WGT OR PURCHASER:
	 	 	Wilson Greatbatch Technologies, Inc.

9,645 Wehrle Drive

Clarence, New York 14031

Attention: Edward F. Voboril, CEO

Fax No.: 716-759-5672


	 	 	with a copy to:


	 	 	Hodgson Russ LLP

One M & T Plaza, Suite 2000

Buffalo, New York 14203

Attn: Robert B. Fleming, Jr., Esq.

Fax No.: 716-849-0349



Any party may from time to
time designate by written notice pursuant to this Section 11.1 any other address
or party to which such notice or communication or copies thereof shall be sent. 


        11.2     
Assignment. Purchaser may assign its right to purchase the
Purchased Assets to an Affiliate of Purchaser, provided that, notwithstanding
any such assignment, Purchaser shall remain primarily liable for all of its
obligations under this Agreement. Except as provided in the preceding sentence,
no party shall assign this Agreement or any rights, interests or obligations
hereunder, or delegate performance of any of its obligations hereunder, without
the prior written consent of the other party. 


        11.3     
Waiver, Amendment, etc. This Agreement may not be amended or
supplemented, and no waivers of or consents to departures from the provisions
hereof shall be effective, unless set forth in a writing signed by, and
delivered to, both parties. No failure to delay of a party in exercising any
power or right under this Agreement will operate as a waiver thereof, nor will
any single or partial exercise of any right or power, or any abandonment or
discontinuance of steps to enforce such right or power, preclude any other or
further exercise thereof or the existence of any other right or power. 


        11.4     
Binding Agreement; No Third Party Beneficiaries.  This Agreement will be
binding upon and inure to the benefit of the parties and their successors and permitted assigns.  Nothing
expressed or implied herein is intended or will be construed to confer upon or to give any other Person
any rights or remedies by virtue hereof.


        11.5     
Severability. The invalidity or unenforceability of any
provision hereof in any jurisdiction will not affect the validity or
enforceability of the remainder hereof in that jurisdiction or the validity or
enforceability of this Agreement, including that provision in any other
jurisdiction. To the extent permitted by applicable law, each party waives any
provision of applicable law that renders any provision hereof prohibited or
unenforceable in any respect. If any provision of this Agreement is held to be
unenforceable for any reason, it shall be adjusted rather than avoided, if
possible, in order to achieve the intent of the parties to the extent possible. 


        11.6     
Counterparts; Facsimile. This Agreement may be executed by
facsimile signature transaction and in one or more counterparts each of which
when so executed and delivered will be deemed an original but all of which will
constitute one and the same Agreement. 


        11.7     
Headings.  The headings used in this Agreement are for reference purposes only
and shall not be given substantive effect.


        11.8     
Governing Law.  This Agreement shall be governed by and interpreted in
accordance with the laws of New York without reference to its principles of conflicts of laws.


        11.9     
Entire Agreement. This Agreement, the Schedules, the Exhibits
hereto and the Additional Agreements, together with the Confidentiality
Agreement, constitute the entire agreement and understanding of the parties in
respect of any subject matter contained herein. This Agreement supersedes all
prior agreements and understandings between the parties with respect to such
subject matter. 


        11.10     
Representation by Counsel; Interpretation. Each of Maxwell
and Seller, and WGT and Purchaser, acknowledges that it has been represented by
counsel in connection with this Agreement and the transactions contemplated by
this Agreement. Accordingly, any rule of law or any legal decision that would
require interpretation of any claimed ambiguities in this Agreement against the
party that drafted it has no application and any such right is expressly waived.
The provisions of this Agreement shall be interpreted in a reasonable manner to
effect the intent of Maxwell, Seller, WGT and Purchaser. 


[SIGNATURE PAGE FOLLOWS]




        IN WITNESS WHEREOF, the
parties have duly executed this Agreement as of the date first above written.


	 	WILSON GREATBATCH TECHNOLOGIES, INC.


	 	By:/s/ Peter Samek, Vice President of Corporate Development

                      
                      
                      
(Title)
	 	GB ACQUISITION CO., INC.


	 	By:/s/Peter Samek, Vice President of Corporate Development

                      
                      
                      
(Title)
	 	MAXWELL TECHNOLOGIES, INC.


	 	By:/s/Carlton Eibl, Chief Executive Officer          

                      
                      
                      
(Title)
	 	MAXWELL ELECTRONIC COMPONENTS GROUP, INC.


	 	By:/s/Carlton Eibl, Chief Executive Officer          

                      
                      
                      
(Title)




INDEX OF SCHEDULES AND EXHIBITS


SCHEDULES:

	Schedule 1.1(A)	Contracts which are Retained Liabilities
	Schedule 1.1(B)	 Assumed Operating Liabilities
	Schedule 2.2(b)	 Estimated AOL Statement
	Schedule 2.5	 Form of Purchase Price Allocation
	Schedule 4.3	 Seller Violations and Conflicts; Consents
	Schedule 4.4	 Corporate Records
	Schedule 4.5(a)	 Tax Matters
	Schedule 4.5(b)	 Tax Jurisdictions
	Schedule 4.6	 Real Property Matters
	Schedule 4.6(e)	 Real Property Repairs
	Schedule 4.7	 Exceptions to Title
	Schedule 4.8	 Intellectual Property Matters
	Schedule 4.9(a)	 Certified Financial Statements
	Schedule 4.9(b)	 Accounts Receivable Exceptions
	Schedule 4.9(c)	 Inventory Exceptions
	Schedule 4.10	 Employee Benefit Plans
	Schedule 4.11(a)	 List of Certain Employees and Contracts
	Schedule 4.11(b)	 Immigration Matters
	Schedule 4.11(c)	 Terminated Employees
	Schedule 4.12	 Insurance
	Schedule 4.13(a)	 Material Contracts
	Schedule 4.15	 Litigation
	Schedule 4.16	 Noncompliance with Law
	Schedule 4.17(a)	 Lists of Permits, Licenses and Authorizations
	Schedule 4.17(b)	 Permits, Licenses, Etc. Lacking
	Schedule 4.18(a)	 Notice of Failure to Comply with Environmental Laws
	Schedule 4.18(b)	 Disposal of Hazardous Materials
	Schedule 4.18(c)	 List of Hazardous Waste Disposal Facilities and Transporters
	Schedule 4.18(d)	 Underground Storage Tanks
	Schedule 4.19	 Product Warranties
	Schedule 4.20	 Customers
	Schedule 5.3	 Purchaser Violations and Conflicts; Consents
	Schedule 8.4	 Permitted Pre-Closing Actions of Seller
	Schedule 8.8(a)	 Key Employee List
	Schedule 9.3(b)	 AOL-Type Retained Liabilities





EXHIBITS:


	Exhibit 2.4	Form of Assumption Agreement
	Exhibit 8.5	Forms of Press Release





SCHEDULE 9.3(b)


        "AOL-Type Retained Liabilities"
shall mean Retained Liabilities which meet all of the following tests:


	 	(1)	they were incurred in the ordinary course of operating the Business;
	 	(2)	they  are not  Indebtedness  (except  Indebtedness  to any  trade
creditor to the extent that it is included as a Assumed  Operating  Liability on
the final Closing Date Statement); and
	 	(3)	they do not fall within the types of Retained Liability included within
Paragraphs (b), (c), (f), (h), (i) and (j) of Section 2.4 of the Agreement;
provided, however, that so long as the other tests of this Schedule 9.3(b) are
met:



	 	 	(x)	with respect to a Retained Liability included within Paragraph (c) of Section
2.4, if any such Retained Liability relates to the Accounts Receivable it shall
be an AOL-Type Retained Liability (it being understood that this does not make
Purchaser obligated to pay Seller if any Accounts Receivable are not collected);
and
	 	 	(y)	with respect to a Retained Liability included within Paragraph (h) of Section
2.4, if any such Retained Liability does not give rise to a Proceeding, it shall
be an AOL-Type Retained Liability.



	 	(4)	they do not fall within the types of Retained Liabilities included within
Paragraph (g) of Section 2.4 of the Agreement but only to the extent that said
Paragraph (g) relates to a violation of Environmental Laws.