Exhibit 10.3

APG Stock And Asset Purchase Agreement

by and among

Automation Products Group, LLC,

Scientific Technologies Incorporated

and

Scientific Technology Incorporated

April 24, 2006

 

TABLE OF CONTENTS

 **Page**Article 1 PURCHASE AND SALE OF CAPITAL STOCK OF APG SUBS AND NON-SPG ASSETS2Section 1.1  Purchase and Sale of Shares2Section 1.2  Purchase and Sale of Assets2Section 1.3  Consideration2Section 1.4  Assumed Liabilities2Section 1.5  Assumed Contracts3Section 1.6  Closing3Section 1.7  No Further Ownership Rights in Shares and Assets4Section 1.8  Taking of Necessary Action; Further Action4Article 2 REPRESENTATIONS AND WARRANTIES OF THE SELLER GROUP4Section 2.1  Organization of APG Subs4Section 2.2  Subsidiaries4Section 2.3  APG Subs Capital Structure4Section 2.4  Authority5Section 2.5  No Conflict5Section 2.6  Consents6Section 2.7  Restrictions on Business Activities6Section 2.8  Agreements, Contracts and Commitments6Section 2.9  Litigation6Section 2.10  Compliance with Laws7Section 2.11  Complete Copies of Materials7Section 2.12  Representations Complete7Section 2.13  APG Buyer Not Relying on Representations and Warranties7Article 3 REPRESENTATIONS AND WARRANTIES OF THE APG BUYER7Section 3.1  Organization, Standing and Power7Section 3.2  Authority7Section 3.3  Capital Resources8Section 3.4  No Conflict8Section 3.5  Consents8Section 3.6  Schedules8Article 4 CONDUCT PRIOR TO CLOSING8Section 4.1  Transfer and Encumbrance8Article 5 ADDITIONAL AGREEMENTS9Section 5.1  Confidentiality9Section 5.2  Expenses9Section 5.3  Public Disclosure9Section 5.4  Reasonable Efforts9Section 5.5  Additional Documents and Further Assurances10Section 5.6  Additional APG Assets10Section 5.7  APG Employees10Section 5.8  Holdco Subs10Section 5.9  Indemnification10Section 5.10  Non-Solicitation10Section 5.11  Fiduciary Duty of the Board10Article 6 CONDITIONS TO CLOSING12Section 6.1  Conditions to Obligations of Each Party to Effect the Acquisition12Section 6.2  Additional Conditions to Obligations of APG Buyer12Section 6.3  Additional Conditions to the Obligations of the Company and Holdco13Article 7 NO SURVIVAL OF REPRESENTATIONS AND WARRANTIES14Section 7.1  Non-Survival of Representations and Warranties14Article 8 TERMINATION; WAIVER AND AMENDMENT14Section 8.1  Termination14Section 8.2  Effect of Termination15Section 8.3  Waiver; Amendment15Article 9 GENERAL PROVISIONS15Section 9.1  Notices15Section 9.2  Interpretation16Section 9.3  Counterparts17Section 9.4  Entire Agreement; Assignment17Section 9.5  Severability17Section 9.6  Other Remedies17Section 9.7  Governing Law17Section 9.8  Rules of Construction17**APG STOCK AND ASSET PURCHASE AGREEMENT**
THIS APG STOCK AND ASSET PURCHASE AGREEMENT (this "Agreement") ismade and entered into as of April 24, 2006 by and among Automation Products Group, LLC, a Utah limited liability company("APG Buyer"), Scientific Technologies Incorporated, an Oregon corporation ("Company") andScientific Technology Incorporated, a California corporation ("Holdco").
**RECITALS**
A.	The Company, which is approximately 86% owned by Holdco, is organized into two productsgroups:  Safety Products Group ("SPG") and Automation Products Group ("APG").

B.	Company is the owner of and has good and valid title to all shares of capital stock of each of PSI-TronixTechnologies Incorporated, a California corporation and wholly-owned subsidiary of the Company (as defined below) ("SubI"), Lundahl Instruments, Inc., a Utah corporation and wholly-owned subsidiary of the Company ("SubII"), and Applied Electro Technology International, a California corporation and wholly-owned subsidiary of the Company (asdefined below) ("Sub III," and together with Sub I and Sub II, the "APG Subs"), free and clearof any legal or equitable encumbrances. 

C.	Holdco is the owner of and has good and valid title to all shares of capital stock of each ofSTI/Environecs, a California corporation and wholly-owned subsidiary of the Holdco (as defined below) ("Sub IV"),California Systems, INC, a California corporation and wholly-owned subsidiary of Holdco ("Sub V"), PyramidControls, Inc., a California corporation and wholly-owned subsidiary of Holdco ("Sub VI," and together with Sub IVand Sub V, the "Holdco Subs") free and clear of any legal or equitable encumbrances.  The Holdco Subs will bedissolved prior to the Closing (as defined herein).

D.	The Boards of Directors of each of the APG Buyer, Holdco and Company believe it is in the bestinterests of each company and their respective shareholders that APG Buyer (i) acquire all of the outstanding capital stock of the APGSubs, (ii) acquire all of the assets of Company and Holdco (other than the shares of the APG Subs) that are solely related to APG (the"Non-SPG Assets") and (iii) assume all of the liabilities and obligations of Company and Holdco that are unrelatedto SPG (the "Non-SPG Liabilities") ((i), (ii), and (iii) collectively referred to herein as the"Acquisition"). 

E.	Subject to the terms and conditions of this Agreement, APG Buyer will purchase and the Company willsell (i) all of the capital stock of the APG Subs and (ii) all of the Non-SPG Assets in consideration for cash or a note, as set forth inArticle I hereof.

F.	Subject to the terms and conditions of this Agreement, APG Buyer will assume all of the Non-SPGLiabilities of the Company and Holdco.

G.	Immediately following the Acquisition, two related transactions will be consummated:  (1)Holdco, the owner of approximately 86% of the outstanding capital stock of the Company, will sell all of its outstanding capitalstock ("SPG Purchase") to Omron Management Center of America, Inc. a Delaware corporation("Omron") pursuant to the HoldCo Stock Purchase Agreement dated as of the date hereof (the "SPGStock Purchase Agreement") and (2) Holdco will merge with and into the Company (the "Merger")pursuant to that certain Agreement and Plan of Merger dated as of the date hereof (the "Merger Agreement").

H.	It is the Parties intention that the transactions contemplated by this Agreement shall be at no cost to theCompany and Holdco, pursuant to Section 5.2 herein.
**AGREEMENT**
NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, andfor other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree asfollows:
**ARTICLE 1**