**EXHIBIT10.2**

 
|   |   | /s/ KIRK A.  WALDRON |
|--------|--------|----------------------|
|   | [SEAL] | 6/5/49               |

 

**GUARANTEE AGREEMENT**

 

 

**THIS AGREEMENT** ismade on this day of                                        at BankThai Public Company Limited witness:

 

SMTEK International, Inc.residing at 200 Science Drive Moorpark, California The United States ofAmerica (hereinafter referred to as the “Guarantor”) hereby guarantees theperformance of all obligations of SMTEK International (Thailand), Co., Ltd.(hereinafter referred to as the “Borrower”) to the BankThai Public CompanyLimited (hereinafter referred to as the “Bank”) for the aggregate principalamount not exceeding Baht –68,000,000-(Baht Sixty eight Million only) under thefacility agreementdated                              entered into by the Bank and the Borrower (hereinafter referred to as the“Facility Agreement”) in accordance with the following terms and conditions:

 

1.  Theobligations hereunder shall be the obligations under the overdraft, loan,letter of credit, trust receipt, promissory note, packing credit, FX forwardcontracts, discount or rediscount of bills, obligations arising from anaval/acceptance of bills given by the Bank at the request of the Borrower orany other obligations relating to bills, obligations under letters of guaranteeissued by the Bank and all other indebtedness which the Borrower has towardsthe Bank of all kinds of obligations and liabilities at present and in thefuture.

 

It is herebyagreed that the Guarantor’s liabilities hereunder shall not be limited only tothe aggregate principal amount specified above (Baht 68,000,000), but shallinclude any other accessories of the debts, such as interest, compensation dueby the Borrower on account of such obligation, all charges accessory to itincluding all expenses and damages of any kinds incurred by the Bank in makingdemand of instituting legal proceeding against the Borrower for the enforcementof the performance of such obligations

 

2.  TheGuarantor agrees to bind itself as joint and primary obligor with the Borrowerin respect of the obligations referred to in Clause 1 and agrees to immediatelypay to the Bank for all indebtedness which remains outstanding.

 

3.  ThisGuarantee shall be irrevocable and shall remain in full force and effect untilall obligations referred to Clause 1 shall have been performed in full asdescribed by the Bank

 

4.  TheGuarantor shall not be discharged from any or all obligations hereundernotwithstanding that such obligation shall be void, unrecoverable orunenforceable against the Borrower by reason of mistake or incapacity andregardless of whether or not the Guarantor is, at the time of execution of thisGuarantee, aware of such mistake or incapacity.

 
|   |   | /s/ KIRK A. WALDRON |
|--------|--------|---------------------|
|   |   | KIRK A. WALDRON     |

 

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5.  The Bank reserves its right whether or notto make a demand against or to release or discharge any of the guarantor fromany or all obligations hereunder without prior consent from the Guarantor, inwhich event the Guarantor agrees that its guarantee liabilities in respect ofthe Borrower’s obligations which remains outstanding and unpaid shall not beaffected, reduced or impaired but shall remain in full force and effect.

 

6.  The Guarantor hereby consents to anyextension of time of payment granted by the Bank to the Borrower as the Bankdeems appropriate and without prior notice to the Guarantor and in such eventit shall be deemed that the Guarantor has agreed thereto. The Guarantor herebywaives any and all defense of the Borrower which may be raised against the Bankwhen making demand against the Guarantor.

 

7.  The Guarantor hereby agrees that if, due tothe Bank’s own acts, the Guarantor cannot be subrogated wholly or partially tothe Bank’s right or mortgage, pledge or preferential rights given to the Bankprior to or at the time of this Guarantee, the Guarantor shall not bedischarged from its guarantee obligations hereunder whether in whole or inpart. In addition, the Guarantor will not exercise any rights which it mayacquire by way of subrogation until all obligations to the Bank shall have beenpaid in full settlement.

 

8.  The Guarantor hereby consents for the Bankto immediately set off any or all amounts from any accounts which the Guarantormay have with the Bank and apply the same as repayment of the indebtednesshereunder. If the credit balance in all such accounts is in sufficient to coversuch indebtedness, the Guarantor consents to the Bank to include the amount ofsuch indebtedness which shall be the remaining of outstanding unpaid from anyor all of the Guarantor’s current accounts maintained at the Bank whereby theGuarantor shall be liable to pay off the outstanding amount in such currentaccounts in full.

 

9.  The Guarantor hereby accepts that theinterruption of prescription against the Borrower due to any acts of the Borroweror any third person shall be the interruption of prescription against theGuarantor as well.

 

10. Anycorrespondence, demand, notice or written instrument to be given to any or allthe Guarantor whether sent by registered post or ordinary post or by hand,shall be deemed to have been duly served if it is sent to the Guarantor’saddress as shown herein, whether or not it is actually received by any person.If it remains undelivered because such addresses have been changed or removedwithout any notice in writing from the Guarantor to the Bank or such place asindicated herein could not be found, it shall be deemed that the Guarantor havebeen informed of the contents of such correspondence, demand, notice or writteninstrument.

 

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11. This Guarantee shall be governed andconstrued in accordance with the laws of Thailand.

 

**IN WITNESS WHEREOF,**the Guarantor has hereunto executed his signature(s) on the day, month and yearas written hereabove.

 

[SEAL]

 

 
|   | SMTEK  International, Inc |      |
|--------|---------------------------|-----------|
|   |                      |      |
| Signed | /s/ KIRK A. WALDRON       | Guarantor |
| (      |                      | )         |
|   |                      |      |
|   |                      |      |
| Signed |                      | Witness   |
| (      |                      | )         |
|   |                      |      |
|   |                      |      |
| Signed |                      | Witness   |
| (      |                      | )         |

 

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