<PAGE>   1
                                                                  Exhibit 10.36


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                            DATED 7TH FEBRUARY 1997

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                   HAVANT INTERNATIONAL HOLDINGS LIMITED (1)

                                      AND

                        HAVANT INTERNATIONAL LIMITED (2)

                                      AND

                           ADFLEX SOLUTIONS, INC. (3)

                                      AND

                          ADFLEX SOLUTIONS LIMITED (4)

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                     AGREEMENT TO SURRENDER A LEASE AND TO
                     RELEASE HAVANT INTERNATIONAL HOLDINGS
                     LIMITED, HAVANT INTERNATIONAL LIMITED,
                      ADFLEX SOLUTIONS LIMITED AND ADFLEX
                     SOLUTIONS, INC. FROM THEIR RESPECTIVE
                      OBLIGATIONS UNDER CERTAIN AGREEMENTS

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                               DIBB LUPTON ALSOP

                                 6 DOWGATE HILL
                                LONDON EC4R 2SS


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<PAGE>   2
THIS DEED IS MADE THE 7TH DAY OF FEBRUARY 1997

BETWEEN:-

(1)  HAVANT INTERNATIONAL HOLDINGS LIMITED (COMPANY NUMBER 2986793) WHOSE
     REGISTERED OFFICE IS AT LANGSTONE ROAD, HAVANT, HAMPSHIRE PO9 1SA ("HIHL");

(2)  HAVANT INTERNATIONAL LIMITED (COMPANY NUMBER 3134912) (FORMERLY KNOWN AS
     POLENE LIMITED) WHOSE REGISTERED OFFICE IS AT LANGSTONE ROAD, HAVANT,
     HAMPSHIRE PO9 1SA ("HIL");

(3)  ADFLEX SOLUTIONS, INC., A DELAWARE CORPORATION WITH ITS PRINCIPAL OFFICE AT
     2001 WEST CHANDLER BOULEVARD, CHANDLER, ARIZONA 85224, USA ("ASI");

(4)  ADFLEX SOLUTIONS LIMITED (COMPANY NUMBER 2987114) (FORMERLY KNOWN AS HAVANT
     INTERNATIONAL LIMITED) WHOSE REGISTERED OFFICE IS AT VERITAS HOUSE, 125
     FINSBURY PAVEMENT, LONDON EC2A 1NQ ("ASL").

WHEREAS:-

(A)  ASL is a wholly owned subsidiary of ASI.

(B)  HIHL is the ultimate parent company of HIL.

(C)  Pursuant to the Asset Sale and Purchase Agreement, ASL sold and HIL
     purchased all the trade, business and assets of ASL which were not related
     exclusively to the flex and flexible circuits business then carried on by
     ASL.

(D)  Pursuant to the Lease, HIL granted a lease to ASL in respect of certain
     premises at Langstone Road Havant Hampshire.

(E)  Pursuant to the Share Sale and Purchase Agreement, HIHL sold and ASI
     purchased the entire issued share capital of ASL.

(F)  Pursuant to the Deed of Tax Covenant, HIHL covenanted with ASI in relation
     to certain tax liabilities of ASL.

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(G)     Pursuant to the Services Agreement, HIL agreed to supply or perform (as
        the case may be) certain goods or services for the benefit of ASL.

(H)     ASI and ASL are desirous that the terms of the Lease be varied upon the
        terms and subject to the conditions set out herein.

(I)     In consideration of each of the parties entering into this Deed subject
        to hereinafter provided:-

        (i)     ASI and ASL have each agreed to release and forever discharge
                HIHL and HIL from all liability arising prior to the date 
                hereof under or in connection with, inter alia, the Asset Sale 
                and Purchase Agreement, the Share Sale and Purchase Agreement   
                and the Deed of Tax Convenant;

        (ii)    HIHL and HIL have agreed to release and forever discharge ASI
                and ASL from all liability arising prior to the date hereof 
                under or arising in connection with the Asset Sale and 
                Purchase Agreement, the Share Sale and Purchase Agreement, the
                Deed of Tax Covenant and the Lease;

        (iii)   ASL and HIL have agreed to vary the terms of the Services 
                Agreement

        upon the terms and subject to the conditions set out herein.


NOW THIS DEED WITNESSES as follows:

1       DEFINITIONS

        1.1     The Asset Sale and              The Agreement dated 3rd January
                Purchase Agreement:             1996 and made between (1) ASL  
                                                and (2) HIL for the sale and 
                                                purchase of the business and
                                                assets of ASL not related 
                                                exclusively to ASL's flex and
                                                flexible circuits business

        1.2     The Completion Date:            90 days after the Vacancy Date
  

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1.3     The Confidentiality             An operating confidentiality
        Agreement:                      agreement dated 3rd January 1996
                                        made between (1) Adflex Solutions
                                        Limited and (2) Havant International
                                        Limited

1.4     The Debenture:                  The subordinated debenture dated
                                        7th January 1996 and made between
                                        (1) ASI and (2) HIHL for US$10,000,000
                                        (ten million US dollars)

1.5     Deed of Surrender and           A deed in the form of the draft annexed
        Release:                        hereto

1.6     The Deed of Tax                 The Deed dated 7th January 1996 and made
        Convenant:                      between (1) ASI and (2) HIHL relating, 
                                        inter alia, to certain tax liabilities
                                        of ASL

1.7     The Equipment:                  All fixed line equipment in the Premises
                                        which belongs to ASL

1.8     The Intellectual                includes all patents, patent
        Property:                       applications, patent rights, utility 
                                        models, trademarks, trademark 
                                        registrations, trademark applications,
                                        licences, service mark registrations,
                                        business marks, trade names, brand 
                                        names, all other names and slogans
                                        embodying business or product goodwill
                                        (or both) copyright registrations mask
                                        works, copyrights (including those in 
                                        computer programs, software, including
                                        all source code and object codes, 
                                        programming tools, drawings, 
                                        specifications and data) design rights  
                                        (whether registered



                                      -4-

        
                

<PAGE>   5
                                or unregistered) trade secrets, 
                                technology, inventions, discoveries
                                and improvements, know-how
                                proprietary rights formulae,
                                processes, technical information,
                                confidential and proprietary
                                information and all other
                                intellectual property rights
                                whether or not subject to statutory
                                registration or protection and all
                                rights against third parties in
                                respect of any of the aforesaid
                                items including rights in the
                                nature of any of the aforesaid
                                items in any country rights in the
                                nature of unfair competition rights
                                and rights to sue for passing off


1.9  The Intellectual           an intellectual property assignment
     Property Assignment:       dated 8th January 1996 and made
                                between (1) Adflex Solutions
                                Limited and (2) Havant
                                International Limited


1.10 The Lease:                 A lease of premises at Langstone
                                Road Havant Hampshire dated 12th
                                January 1996 made between HIL and ASL


1.11 The Licence Agreement:     A licence agreement dated 8th
                                January 1996 and made between (1)
                                Adflex Solutions Limited and (2)
                                Havant International Limited


1.12 The Premises:              The premises comprised in the Lease

1.13 The Restoration            (Pound Sterling)449,400 together with 
     Payment:                   Value Added Tax on such sum


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<PAGE>   6
1.14  The Restoration                   The Covenants on the part of the
      Obligations:                      part of ASL contained in clauses
                                        4.8, 4.9 and 4.10 of the Lease

1.15  The Services:                     As such term is defined in the
                                        Services Agreement

1.16  The Services Agreement:           The agreement for the supply be of
                                        performance of goods or services
                                        dated 7th January 1996 and made
                                        between (1) HIHL and (2) ASL

1.17  The Share Sale and                The agreement dated 7th January
      Purchase Agreement:               1996 and made between (1) ASI and
                                        (2) HIHL for the sale and purchase
                                        of the entire issued share capital
                                        of ASL

1.18  The Vacancy Date:                 means such date between 1st May
                                        1997 and 31st December 1997 as may
                                        be determined in accordance with
                                        the provisions of this agreement

1.19  Vacant Property Charge:           Subject to Clause 3.3 the sum of
                                        pounds sterling 1,471.50 per day
                                        (together with Value Added Tax on
                                        such sum) being pounds sterling 8.20
                                        per square foot per annum with ASL 
                                        occupying 65,500 square feet

2       AGREEMENT FOR SURRENDER OF LEASE

        2.1  HIL and ASL each releases and forever discharges the other party
             from all and any liability arising prior to the date hereof (and 
             all proceedings and actions relating thereto) under or in 
             connection with the Lease.

        2.2  ASL will vacate the Premises by the Vacancy Date.


                                      -6-


        

<PAGE>   7
        2.3     ASL shall confirm in writing to HIL which date between 1st May
                1997 and 31st December 1997 (both dates inclusive) ASL has
                selected as the Vacancy Date provided always that ASL shall give
                HIL not less than 90 days' notice in writing of such date.

        2.4     Subject to the provisions of Clause 2.1 until the Vacancy Date
                the terms of the Lease shall remain in full force and effect.

        2.5     On or before the Vacancy Date ASL shall remove from the
                Premises all chattels and equipment other than the Equipment
                and shall where necessary cap off and leave safe all services.

        2.6     On the Completion Date ASL will pay the Restoration Payment to
                HIL and will execute and deliver the Deed of Surrender and
                Release to HIL.

        2.7     2.7.1   As soon as practicable after the Vacancy Date HIL will
                        pack the Equipment at its own cost and using reasonable
                        care ready for collection by ASL.

                2.7.2   ASL will pay all reasonable costs incurred in storing
                        and transporting the Equipment from the Premises.

        2.8     HIL will accept the Restoration Payment in full satisfaction of
                the Restoration Obligations and on payment of the Restoration
                Payment HIL will execute and deliver a counterpart of the Deed
                of Surrender and Release to ASL.

3       CONTINUING OBLIGATIONS

        3.1     From and after the Vacancy Date ASL shall pay the Vacant
                Property Charge in respect of the Premises beginning on the
                first day of the month following the Vacancy Date and thereafter
                on the first day of each month thereafter for a period of 12
                months.

        3.2     The obligation to pay the Vacant Property Charge shall continue
                notwithstanding the completion of the Deed of Surrender and
                Release.

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<PAGE>   8
        3.3 No Vacant Property Charge shall be payable in respect of any part
            of the Premises so long as that part is occupied by HIHL or one of
            its subsidiaries for the purpose of carrying on its own business or
            is  let to, or occupied by, a third party but the Vacant Property
            Charge shall again be payable in respect of such part if it shall
            cease to be so occupied or let.

4.  DECLARATION

        Subject to the provisions of Clause 2.8 hereof, it ASL fails to make
        the Restoration Payment to HIL, HIL shall not be required to execute the
        Deed of Surrender and Release and the provisions contained in the Lease
        including the Restoration Obligations shall continue in full force and
        effect.

5.  RELEASE OF OBLIGATIONS

        In consideration of the respective rights and obligations of the
        parties under this Agreement:-

        5.1 subject to Clauses 5.3 and 6 HIL and HIHL hereby release and
            forever discharge ASL and ASI and ASL and ASI hereby release and
            forever discharge HIL and HIHL from in each case:-

            5.1.1 all and any liability arising prior to the date hereof (and
                  all proceedings and actions relating thereto) under or in
                  connection with:

                  5.1.1.1 the Asset Sale and Purchase Agreement; and

                  5.1.1.2 any document or agreement entered into by HIL or HIHL
                          or (as the case my be) ASL or ASI in relation to the
                          Asset Sale and Purchase Agreement; 

            5.1.2 all and any undertakings, indemnities, agreements, covenants
                  and obligations of or on the part of HIL or HIHL or (as the
                  case  may be) ASL or ASI that HIL or HIHL or (as the case may
                  be) ASL or ASI has arising under or in connection with:


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<PAGE>   9
                5.1.2.1 the Asset Sale and Purchase Agreement; and

                5.1.2.2 any document or agreement entered into by HIL or HIHL
                        or (as the case may be) ASL or ASI in relation to the
                        Asset Sale and Purchase Agreement;  

     5.1.3 all and any liability arising in respect of any representations
           made in writing or orally by HIL or HIHL or ASL or ASI or by any
           of their respective directors, officers, employees, agents or
           advisers before or after the execution of the Asset Sale and
           Purchase Agreement in relation to the subject matter of the Asset
           Sale and Purchase Agreement

     other than in the case of any liability, proceedings and actions,
     undertakings, indemnities, agreements, covenants or obligations arising as
     a result of any act or representation of HIL or HIHL or (as the case may
     be) ASL or ASI or any of their respective directors, officers, employees,
     agents or advisers performed or made with fraudulent intent.

5.2  Subject to Clauses 5.3 and 6 HIHL and HIL hereby release and forever
     discharge ASI and ASL and ASI and ASL hereby release and forever discharge
     HIHL and HIL from in each case:-

     5.2.1 all and any liability arising prior to the date hereof (and any
           proceedings and actions relating thereto) under or in connection
           with:

           5.2.1.1 the Share Sale and Purchase Agreement;    

           5.2.1.2 the Deed of Tax Covenant; and

           5.2.1.3 any document or agreement entered into by HIHL or HIL or (as
                   the case may be) ASL or ASI in relation to the Share Sale and
                   Purchase Agreement and/or the Deed of Tax Covenant;

     5.2.2 all and any undertakings, indemnities, agreements,


                                      -9-
<PAGE>   10
                covenants and obligations of or on the part of HIHL or HIL or
                (as the case may be) ASI or ASL that HIHL or HIL or (as the case
                may be) ASL or ASI has arising under or in connection with:

                5.2.2.1 the Share Sale and Purchase Agreement;

                5.2.2.2 the Deed of Tax Covenant; and
                
                5.2.2.3 any document or agreement entered into by HIHL or HIL
                        or (as the case may be) ASL or ASI in relation to the
                        Share Sale and Purchase Agreement and/or the Deed of
                        Tax Covenant;

        5.2.3   all and any liability arising in respect of any representations
                made in writing or orally by HIHL or HIL or (as the case may be)
                ASL or ASI or by any of their respective directors, officers,
                employees, agents or advisers before or after the execution of
                the Share Sale and Purchase Agreement and/or the Deed of Tax
                Covenant in relation to the subject matter of the Share Sale
                and/or Purchase Agreement or the Deed of Tax Covenant

        other than in the case of any liability, proceedings and actions,
        undertakings, indemnities, agreements, covenants or obligations arising
        as a result of any act or representation of HIHL or HIL or (as the case
        may be) ASL or ASI or any of their respective directors, officers,
        employees, agents or advisers performed or made with fraudulent intent.

5.3     Nothing in this Agreement shall release:-

        5.3.1   HIHL from its undertakings to and covenants with ASI pursuant to
                Clauses 11.2(a), 11.3, 11.7 and 11.14 of the Share Sale and
                Purchase Agreement or from any of HIHL's obligations under such
                clauses;

        5.3.2   ASI from its undertakings to and covenants with HIHL pursuant to
                the Debenture or from any of ASI's obligations

                                      -10-
<PAGE>   11
                        thereunder;

                5.3.3   ASI from its undertakings to and covenants with HIHL
                        pursuant to Clauses 11.1, 11.4, 11.5, 11.6, 11.8, 11.9
                        and 13 of the Share Sale and Purchase Agreement or from
                        any of ASI's obligations under the such clauses of the
                        Share Sale and Purchase Agreement provided always that
                        the guarantee obligations of ASI pursuant to Clause 13
                        of the Share Sale and Purchase Agreement shall only
                        apply to those obligations of ASL which have been
                        identified in Clauses 5.3.4, 5.3.5 and 5.3.6 hereof;

                5.3.4   ASL from its undertakings to and covenants with HIL
                        pursuant to the Confidentiality Agreement and the 
                        Licence Agreement or from any of ASL's obligations
                        thereunder;

                5.3.5   ASL from its undertakings to and covenants with HIL of
                        further assurance pursuant to any and all assignments of
                        Intellectual Property from ASL to HIL entered into in
                        January 1996;

                5.3.6   ASL from its undertakings to and covenants with HIL
                        pursuant to the Intellectual Property Assignment or
                        from any of ASL's obligations thereunder.

6.      SERVICES

        ASL and HIL hereby agree and confirm that on and with effect from the
        Vacancy Date the Services Agreement shall terminate and be of no further
        effect to the intent and effect that HIL shall not be under any
        obligation to perform or continue to perform or supply or continue to
        supply (as appropriate) any Services to ASL on or after the Vacancy Date
        and ASL shall not be under any obligation to pay or continue to pay for
        any Services on or after the Vacancy Date.
        
7.      ASI'S GUARANTEE AND INDEMNITY   

        7.1     In consideration of HIL executing this Deed ASI hereby
                unconditionally and irrevocably guarantees to HIL the due and

                                      -11-
<PAGE>   12
         punctual performance and observance by ASL of all its obligations,
         commitments, undertakings, warranties and covenants under or pursuant
         to this Deed and/or the Deed of Surrender and Release and agrees to
         indemnify HIL against all losses, damages, costs and expenses
         (including reasonable legal costs and expenses) which HIL may suffer
         through or arising from any breach by ASL of such obligations,
         commitments, warranties, undertakings or covenants. The liability of
         ASI as aforesaid shall not be released or diminished by any
         rearrangement or alteration of terms (whether of this deed or (as the
         case may be) the Deed of Surrender and Release or otherwise) or any
         forbearance, neglect or delay in seeking performance of the obligations
         hereby imposed or any granting of time for such performance.

    7.2  If and whenever ASL defaults for any reason whatsoever in the
         performance of any obligation or liability undertaken or expressed to
         be undertaken by it under or pursuant to this Deed or (as the case may
         be) the Deed of Surrender and Release, ASI shall forthwith upon demand
         unconditionally perform (or procure performance of) and satisfy (or
         procure the satisfaction of) the obligation or liability in regard to
         which such default has been made in the manner prescribed by this Deed
         or (as the case may be) the Deed of Surrender and Release and so that
         the same benefits shall be conferred on HIL as it would have received
         if such obligation or liability had been duly performed and satisfied
         by ASL. ASI hereby waives any rights which it may have to require HIL
         to proceed first against or claim payment from ASL to the intent that
         as between HIL and ASI the latter shall be liable as principal debtor
         as if it has entered all undertakings, agreements and other obligations
         jointly and severally with ASL.
        
    7.3  This guarantee and indemnity is to be a continuing security to HIL for
         all obligations, commitments, warranties, undertakings and covenants on
         the part of ASL under or pursuant to this Deed or (as the case may be)
         the Deed of Surrender and Release notwithstanding any settlement of
         account or other matter or thing whatsoever.

    7.4  This guarantee and indemnity is in addition to and without prejudice to
         and not in substitution for any rights or security



                                      -12-
<PAGE>   13
         which HIL may now or hereafter have or hold for the performance and
         observance of the obligations, commitments, undertakings, covenants and
         warranties of ASL under or in connection with this Deed or with the
         Deed of Surrender and Release.

    7.5  In the event of ASI having taken or taking any security from ASL in
         connection with this guarantee and indemnity, ASI hereby undertakes to
         hold the same in trust for HIL pending discharge in full of all ASI's
         obligations under this Deed and under the Deed of Surrender and
         Release. ASI shall not, after any claim has been made pursuant to this
         Clause 7, claim from ASL any sums which may be owing to it from ASL or
         have the benefit of any set-off or counterclaim or proof of debt
         against ASL or any composition or arrangement entered into by ASL with
         its creditors or any other payment by ASL to ASI until all sums owing
         to HIL in respect hereof shall have been paid in full.

     7.6  As a separate and independent stipulation, ASI agrees that any
          obligation expressed to be undertaken by ASL under this Deed or under
          the Deed of Surrender and Release (including, without limitation, any
          monies expressed to be payable under this Deed or under the Deed of
          Surrender and Release) which may not be enforceable against or
          recoverable from ASL by reason of any legal limitation, disability or
          incapacity or any other fact or circumstance shall nevertheless be
          enforceable against or recoverable from ASI as though the same has
          been incurred by ASI and ASI were sole or principal obligor in respect
          thereof and shall be performed or paid by ASI on demand.

8.  HIHL'S GUARANTEE AND INDEMNITY

    8.1  In consideration of ASL executing this Deed HIHL hereby unconditionally
         and irrevocably guarantees to ASL the due and punctual performance and
         observance by HIL of all its obligations, commitments, undertakings,
         warranties and covenants under or pursuant to this Deed and/or the Deed
         of Surrender and Release and agrees to indemnify ASL against all
         losses, damages, costs and expenses (including reasonable legal costs
         and expenses) which ASL may suffer through or arising from any breach
         by HIL of such

                                      -13-
<PAGE>   14
     obligations, commitments, warranties, undertakings or covenants. The
     liability of HIHL as aforesaid shall not be released or diminished by any
     rearrangement or alteration of terms (whether of this Deed or (as the case
     may be) the Deed of Surrender and Release or otherwise) or any forbearance,
     neglect or delay in seeking performance of the obligations hereby imposed
     or any granting of time for such performance.

8.2  If and whenever HIL defaults for any reason whatsoever in the performance
     of any obligation or liability undertaken or expressed to be undertaken by
     it under or pursuant to this Deed or (as the case may be) the Deed of
     Surrender and Release, HIHL shall forthwith upon demand unconditionally
     perform (or procure performance of) and satisfy (or procure the
     satisfaction of) the obligation or liability in regard to which such
     default has been made in the manner prescribed by this Deed or (as the
     case be) the Deed of Surrender and Release and so that the same benefits
     shall be conferred on ASL as it would have received if such obligation or
     liability had been duly performed and satisfied by HIL. HIHL hereby waives
     any rights which it may have to require ASL to proceed first against or
     claim payment from HIL to the intent that as between ASL and HIHL the
     latter shall be liable as principal debtor as if it has entered all
     undertakings, agreements and other obligations jointly and severally with
     HIL.

8.3  This guarantee and indemnity is to be a continuing security to ASL for all
     obligations, commitments, warranties, undertakings and covenants on the
     part of HIL under or pursuant to this Deed or (as the case may be) the Deed
     of Surrender and Release notwithstanding any settlement of account or other
     matter or thing whatsoever.

8.4  This guarantee and indemnity is in addition to and without prejudice to and
     not in substitution for any rights or security which ASL may now or
     hereafter have or hold for the performance and observance of the
     obligations, commitments, undertakings, covenants and warranties of HIL
     under or in connection with this Deed or with the Deed of Surrender and
     Release.

8.5  In the event of HIHL having taken or taking any security from HIL

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<PAGE>   15
                in connection with this guarantee and indemnity, HIHL hereby
                undertakes to hold the same in trust for ASL pending discharge
                in full of all HIHL's obligations under this Deed and under the
                Deed of Surrender and Release. HIL shall not, after any claim
                has been made pursuant to this Clause 8, claim from HIL any sums
                which may be owing to it from HIL or have the benefit of any
                set-off or counterclaim or proof of debt against HIL or any
                composition or arrangement entered into by HIL with its
                creditors or any other payment by HIL to HIHL until all sums
                owing to ASL in respect hereof shall have been paid in full.

        8.6     As a separate and independent stipulation, HIHL agrees that any
                obligation expressed to be undertaken by HIL under this Deed or
                the Deed of Surrender and Release (including, without
                limitation, any monies expressed to be payable under this Deed
                or under the Deed of Surrender and Release) which may not be
                enforceable against or recoverable from HIL by reason of any
                legal limitation, disability or incapacity or any other fact or
                circumstance shall nevertheless be enforceable against or
                recoverable from HIHL as though the same has been incurred by
                HIHL and HIHL were sole or principal obligor in respect thereof
                and shall be performed or paid by HIHL on demand.

9       SAVING

        Save as expressly provided by this Deed, the Asset Sale and Purchase
        Agreement, the Share Sale and Purchase Agreement, the Deed of Tax
        Covenant and each of the other aforementioned documents shall remain in
        full force and effect.

10      NOTICES

        Any notice to be given pursuant to the terms of this Agreement must be
        given in writing to the party due to receive such notice in the case of
        HIHL, HIL and ASL at their respective registered offices from time to
        time and in the case of ASI at its address set out in this Agreement or
        such other address as may have been notified for the purpose to the
        other parties in accordance with this clause. Notice shall be delivered
        personally or sent by first class pre-paid recorded delivery or

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<PAGE>   16

         registered post (air mail if overseas) or by facsimile transmission and
         shall be deemed to be given in the case of delivery on delivery and in
         the case of posting (in the absence of evidence of earlier receipt)
         within 48 hours after posting (6 days if sent by air mail) and in the
         case of facsimile transmission on completion of the transmission.

11      COUNTERPARTS

         This Agreement may be executed in any number of counterparts each of
         which when executed by one or more of the parties hereto shall
         constitute an original but all of which shall constitute one and the
         same instrument.

12      GOVERNING LAW   

        12.1  This Agreement shall be governed by and construed in accordance
              with the laws of England.

        12.2  The parties hereby submit to the exclusive jurisdiction and venue
              of the High Court of Justice in England in relation to any claim
              dispute or difference which may arise hereunder and hereby agree
              for the purpose of Order 10 Rule 3 of the Rules of The Supreme
              Court of England (or any modification or re-enactment thereof) and
              any legal proceedings in any other jurisdiction that any process
              may be served on any of them by leaving a copy thereof or by
              posting a copy thereof in the case of HIHL, HIL and ASL addressed
              to their respective offices as provided for in Clause 10, 5 and in
              the case of ASI to the address provided for in Clause 12.3, 7.3.

        12.3  ASI's address for service of English High Court Proceedings shall
              be Veritas House, 125 Finsbury Pavement, London EC2A 1NQ or such
              other address within London England as ASI may have notified to
              the other parties in accordance with the provisions of Clause 9.

IN WITNESS WHEREOF THIS DEED HAS BEEN EXECUTED THE DAY AND YEAR FIRST ABOVE 
WRITTEN.


                                      -16-






<PAGE>   17
                                    ANNEXURE


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                            DATED              1996

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                   HAVANT INTERNATIONAL HOLDINGS LIMITED (1)

                                      AND

                        HAVANT INTERNATIONAL LIMITED (2)

                                      AND

                           ADFLEX SOLUTIONS, INC. (3)

                                      AND

                          ADFLEX SOLUTIONS LIMITED (4)

             -----------------------------------------------------


             -----------------------------------------------------

                         DEED OF SURRENDER AND RELEASE

             -----------------------------------------------------


             -----------------------------------------------------

                               DIBB LUPTON ALSOP

                                 6 DOWGATE HILL
                                LONDON EC4F 2SS

                         Ref: 00-876I.718/WPD/16.12.96

             -----------------------------------------------------

                                      -17-
<PAGE>   18
THIS DEED IS made the        day of                 1996

BETWEEN:-

(1) HAVANT INTERNATIONAL HOLDINGS LIMITED (company number 2986793) whose
    registered office is at Langstone Road, Havant, Hampshire PO9 1SA ("HIHL");

(2) HAVANT INTERNATIONAL LIMITED (company number 3134912) (formerly known as
    Polene Limited) whose registered office is at Langstone Road, Havant,
    Hampshire PO9 1SA ("HIL");

(3) ADFLEX SOLUTIONS, INC., a Delaware corporation with its principal office at
    2001 West Chandler Boulevard, Chandler, Arizona 85224, USA ("ASI");

(4) ADFLEX SOLUTIONS LIMITED (company number 2987114) (formerly known as Havant
    International Limited) whose registered office is at Veritas House, 125
    Finsbury Pavement, London EC2A 1NQ ("ASL").

WHEREAS:-

(A) ASL is a wholly owned subsidiary of ASI.

(B) HIHL is the ultimate parent company of HIL.

(C) Pursuant to the Asset Sale and Purchase Agreement, ASL sold and HIL
    purchased all the trade, business and assets of ASL which were not related
    exclusively to the flex and flexible circuits business then carried on by
    ASL.

(D) Pursuant to the Lease, HIL granted a lease to ASL in respect of certain
    premises at Langstone Road Havant Hampshire.

(E) The reversion immediately expectant on the term of years granted by the
    Lease remains vested in HIL and the residue of the term of years granted by
    the Lease remains vested in ASL.

(F) Pursuant to the Share Sale and Purchase Agreement, HIHL sold and ASI
    purchased the entire issued share capital of ASL.

                                      -18-

<PAGE>   19
(G)  Pursuant to the Deed of Tax Covenant, HIHL covenanted with ASI in relation
     to certain tax liabilities of ASL.

(H)  ASL and HIL have agreed to terminate the Lease and ASL has agreed to
     surrender its estate and interest in the Premises to HIL upon the terms and
     subject to the conditions set out herein.

(I)  Each of the parties hereto have agreed to release and forever discharge the
     other parties from their respective obligations under or in connection
     with, inter alia, the Asset Sale and Purchase Agreement, the Share Sale and
     Purchase Agreement and the Deed of Tax Covenant upon the terms and subject
     to the conditions set out herein.

     1.1  The Agreement to              The Agreement dated      November
          Surrender and Release         1996 made between (1) HIHL (2) HIL
                                        (3) ASI and (4) ASL

     1.2  The Asset Sale and            The Agreement dated 3rd January 1996
          Purchase Agreement:           and made between (1) ASL and (2) HIL
                                        for the sale and purchase of the
                                        business and assets of ASL not related
                                        exclusively to ASL's flex and flexible
                                        circuits business.

     1.3  The Confidentiality           An operating confidentiality
          Agreement:                    agreement dated 3rd January 1996 and
                                        made between (1) Adlfex Solutions
                                        Limited and (2) Havant International
                                        Limited

     1.4  The Deed of Tax               The Deed dated 7th January 1996 and
          Covenant:                     made between (1) ASI and (2) HIHL 
                                        relating, inter alia, to certain tax
                                        liabilities of ASL

                                      -19-
<PAGE>   20
1.5 The Intellectual            includes all patents, patent applications,
    Property:                   patent rights, utility models, trademarks,
                                trademark registrations, trademark applications,
                                licences, service mark registrations, business
                                marks, trade names, brand names, all other names
                                and slogans embodying business or product
                                goodwill (or both) copyright registrations mask
                                works, copyrights (including those in computer
                                programs, software, including all source code
                                and object codes, programming tools, drawings,
                                specifications and data) design rights (whether
                                registered or unregistered) trade secrets,
                                technology, inventions, discoveries and
                                improvements, know-how proprietary rights
                                formulae, processes, technical information,
                                confidential and proprietary information and all
                                other intellectual property rights whether or
                                not subject to statutory registration or
                                protection and all rights against third parties
                                in respect of any of the aforesaid items
                                including rights in the nature of any of the
                                aforesaid items in any country rights in the
                                nature of unfair competition rights and rights
                                to sue for passing off

1.6 The Lease:                  A lease of premises at Langstone Road Havant
                                Hampshire dated 12th January 1996 made between
                                HIL and ASL


                                      -20-
<PAGE>   21
    1.7  The License Agreement:   A license agreement dated 8th January 1996 and
                                  made between (1) Adflex Solutions Limited and
                                  (2) Havant International Limited

    1.8  The Premises:            The premises comprised in the Lease

    1.9  The Share Sale and       The agreement dated 7th January 1996 and made
         Purchase Agreement:      between (1) ASI and (2) HIHL for the sale and
                                  purchase of the entire issued share capital of
                                  ASL

2  SURRENDER AND ACCEPTANCE

    2.1  ASL with full title guarantee surrenders and yields up and releases to
         HIL all its estate interest and right in the Premises to the intent
         that the residue of the term of years granted by the Lease and all
         other right estate or interest of ASL in the Premises shall merge and
         be extinguished in the reversion immediately expectant on the term of
         years granted by the Lease.

    2.2  In consideration of the release hereinafter contained HIL accepts the
         surrender.

3  RELEASE OF OBLIGATIONS

    3.1  Without prejudice to any antecedent breach of the Lease occurring
         after the date of the Agreement to Surrender and Release but prior to
         the date hereof HIL and ASL each releases the other party from all
         obligations contained in and all present or future liabilities
         whatever under the Lease and all damages actions proceedings costs
         claims demands and expenses arising from such obligations and
         liabilities.

    3.2  Subject to Clause 3.4 HIL and HIHL hereby release and discharge ASL
         and ASI and ASL and ASI hereby release and forever discharge HIL and
         HIHL from in each case:-

                                      -21-
<PAGE>   22
     3.2.1  all and any liability, proceedings and actions (in each case actual
            or contingent) arising under or in connection with:

            3.2.1.1 the Asset Sale and Purchase Agreement; and

            3.2.1.2 any document or agreement entered into by HIL or HIHL or (as
                    the case may be) ASL or ASI in relation to the Asset Sale
                    and Purchase Agreement;

     3.2.2  all and any undertakings, indemnities, agreements, covenants and
            obligations of or on the part of HIL or HIHL or (as the case may be)
            ASL or ASI that HIL or HIHL or (as the case may be) ASL or ASI has
            now or may at any time hereafter have arising under or in connection
            with:

            3.2.2.1  the Asset Sale and Purchase Agreement; and
 
            3.2.2.2  any document or agreement entered into by HIL or HIHL or
                     (as the case may be) ASL or ASI in relation to the Asset
                     Sale and Purchase Agreement; 

     3.2.3  all and any liability arising in respect of any representations made
            in writing or orally by HIL or HIHL or (as the case may be) ASL or
            ASI or by any of their respective directors, officers, employees,
            agents or advisers before or after the execution of the Asset Sale
            and Purchase Agreement in relation to the subject matter of the
            Asset Sale and Purchase Agreement

     other than in the case of any liability, proceedings and actions,
     undertakings, indemnities, agreements, covenants or obligations arising as
     a result of any act or representation of HIL or HIL or (as the case may be)
     ASI or ASL or any of their respective directors, officers, employees,
     agents or advisers performed or made with fraudulent intent.

3.3  Subject to Clause 3.4 HIHL and HIL hereby release and forever discharge ASI
     and ASL and ASI and ASL hereby release and forever discharge HIHL and HIL
     from in each case:-

                                      -22-
<PAGE>   23
        3.3.1  all and any liability, proceedings and actions (in each case
               actual or contingent) under or in connection with:

               3.3.1.1  the Share Sale and Purchase Agreement;

               3.3.1.2  the Deed of Tax Covenant; and

               3.3.1.3  any document or agreement entered into by HIHL or HIL
                        or (as the case may be) ASL or ASI in relation to the
                        Share Sale and Purchase Agreement and/or the Deed of
                        Tax Covenant;

        3.3.2  all and any undertakings, indemnities, agreements, covenants and
               obligations of or on the part of HIHL or HIL or (as the case may
               be) ASL or ASI that HIHL or HIL or (as the case may be) ASI or
               ASL has now or may at any time hereafter have arising under or in
               connection with:

               3.3.2.1  the Share Sale and Purchase Agreement;

               3.3.2.2  the Deed of Tax Covenant; and

               3.3.2.3  any document or agreement entered into by HIHL or HIL
                        or (as the case may be) ASI or ASL in relation to the
                        Share Sale and Purchase Agreement and/or the Deed of
                        Tax Covenant;

        3.3.3  all and any liability arising in respect of any representations
               made in writing or orally by HIHL or HIL or (as the case may be)
               ASL or ASI or by any of their respective directors, officers,
               employees, agents or advisers before or after the execution of
               the Share Sale and Purchase Agreement and/or the Deed of Tax
               Covenant in relation to the subject matter of the Share Sale
               and/or Purchase Agreement or the Deed of Tax Covenant

        other than in the case of any liability, proceedings and actions,
        undertakings, indemnities, agreements, covenants or obligations arising
        as a result of any act or representation of HIHL or HIL or


                                      -23-

<PAGE>   24
        (as the case may be) ASI or ASL or any of their respective directors,
        officers, employees, agents or advisers performed or made with
        fraudulent intent.

3.4     Nothing herein shall release:

        3.4.1  HIHL from its undertakings to and covenants with ASI pursuant to
               Clauses 11.2(a), 11.3, 11.7 and 11.14 of the Share Sale and
               Purchase Agreement or from any of HIHL's obligation under such
               clauses of the Share Sale and Purchase Agreement:

        3.4.2  release ASI from its undertakings to and covenants with HIHL
               pursuant to the Debenture or from any of ASI's obligations
               thereunder

        3.4.3  release ASI from its undertakings to or covenants with HIHL
               pursuant to Clauses 11.1, 11.4, 11.5, 11.6, 11.8, 11.9 and 13 of
               the Share Sale and Purchase Agreement or from any of ASI's
               obligations under such clauses of the Share Sale and Purchase
               Agreement provided always that the guarantee obligations of ASI
               pursuant to Clause 13 of the Share Sale and Purchase Agreement
               shall only apply to those obligations of ASL which have been
               identified in Clauses 3.4.4, 3.4.5 and 3.4.6 hereof;

        3.4.4  ASL from its undertakings to and covenants with HIL pursuant to
               the Confidentiality Agreement and the Licence Agreement or from
               any of ASL's obligations thereunder;

        3.4.5  ASL from its undertakings to and covenants with HIL of further
               assurance pursuant to any and all assignments of Intellectual
               Property from ASL to HIL entered into in January 1996;

        3.4.6  ASL from its undertakings to and covenants with HIL pursuant to
               the Intellectual Property Assignment or from any of ASL's
               obligations thereunder.

                                      -24-


<PAGE>   25
4  SAVING

   Save as expressly provided by this Deed, the Asset Sale and Purchase
   Agreement, the Share Sale and Purchase Agreement, the Deed of Tax Covenant
   and each of the other aforementioned documents shall remain in full force and
   effect.


5  NOTICES

   Any notice to be given pursuant to the terms of this Agreement must be given
   in writing to the party due to receive such notice in the case of HIHL, HIL
   and ASL at their respective registered offices from time to time and in the
   case of ASI at its address set out in this Agreement for such other address
   as may have been notified for the purpose to the other parties in accordance
   with this clause. Notice shall be delivered personally or sent by first class
   pre-paid recorded delivery or registered post (air mail if overseas) or by
   facsimile transmission and shall be deemed to be given in the case of
   delivery on delivery and in the case of posting (in the absence of evidence
   of earlier receipt) within 48 hours after posting (6 days if sent by air
   mail) and in the case of facsimile transmission on completion of the
   transmission.

6  COUNTERPARTS

   This Agreement may be exercised in any number of counterparts each of which
   when executed by one or more of the parties hereto shall constitute an
   original but all of which shall constitute one and the same instrument.

7  GOVERNING LAW

   7.1  This Agreement shall be governed by and construed in accordance with
        the laws of England.

   7.2  The parties hereby submit to the exclusive jurisdiction and venue of
        the High Court of Justice in England in relation to any claim dispute or
        difference which may arise hereunder and hereby agree for the purpose of
        Order 10 Rule 3 of the Rules of The Supreme Court of England (or any
        modification or re-enactment thereof) and any legal proceedings in any
        other jurisdiction that any process 


                                      -25-

<PAGE>   26

            may be served on any of them by leaving a copy thereof or by posting
            a copy thereof in the case of HIHL, HIL and ASL addressed to their
            respective offices as provided for in Clause 10, 5 and in the case
            of ASI to the address provided for in Clause 12.3, 7.3.

        7.3 ASI's address for service of English High Court Proceedings shall
            be Veritas House, 125 Finsbury Pavement, London EC2A 1NQ or such
            other address within London England as ASI may have notified to the
            other parties in accordance with the provisions of Clause 9.

IN WITNESS whereof, this Deed has been executed the day and year first above
written.

EXECUTED (but not delivered     )
until the date hereof) as a     )
deed by HAVANT INTERNATIONAL    )
HOLDINGS LIMITED in the         )
presence of:-


                                Director


                                Director/Secretary



EXECUTED (but not delivered     )
until the date hereof) as a     )
deed by HAVANT INTERNATIONAL    )
LIMITED in the presence of:-    )


                                Director


                                Director/Secretary



EXECUTED (but not delivered     )
until the date hereof) as a     )
deed by ADFLEX SOLUTIONS,       )
INC. in the presence of:-       )



                                      -26-



 
<PAGE>   27
EXECUTED (but not delivered     )
until the date hereof) as a     )
deed by ADFLEX SOLUTIONS        )
LIMITED in the presence of:-    )


                                Director


                                Director/Secretary



                                      -27-
<PAGE>   28
EXECUTED (but not delivered   )
until the date hereof) as a   )
deed by HAVANT INTERNATIONAL  )
HOLDINGS LIMITED in the       )
presence of:-                 )

                              Director

                              Director/Secretary

EXECUTED (but not delivered   )
until the date hereof) as a   )
deed by HAVANT INTERNATIONAL  )
LIMITED in the presence of:-  )

                              Director

                              Director/Secretary

EXECUTED (but not delivered   )
until the date hereof) as a   )
deed by ADFLEX SOLUTIONS      ) /s/ Rolando C. Esteverena
INC. in the presence of:-     )

EXECUTED (but not delivered   )
until the date hereof) as a   )
deed by ADFLEX SOLUTIONS      )
INC. in the presence of:-     )



                              /s/ Rolando C. Esteverena
                              Director  

                              /s/ Donald J. Guiney
                              Director/Secretary

                                      -28-


<PAGE>   29
EXECUTED (but not delivered     )
until the date hereof) as a     )
deed by HAVANT INTERNATIONAL    )
HOLDINGS LIMITED in the         )
presence of:-                   )


                                Director  /s/ William K. Wilkie

                                Director/Secretary  /s/ Derek Holt


EXECUTED (but not delivered     )
until the date hereof) as a     )
deed by HAVANT INTERNATIONAL    )
LIMITED in the presence of:-    )


                                Director  /s/ William K. Wilkie

                                Director/Secretary  /s/ Derek Holt


EXECUTED (but not delivered     )
until the date hereof) as a     )
deed by ADFLEX SOLUTIONS,       )
INC. in the presence of:-       )


EXECUTED (but not delivered     )
until the date hereof) as a     )
deed by ADFLEX SOLUTIONS,       )
LIMITED in the presence of:-    )


                                Director

                                Director/Secretary



                                      -28-
<PAGE>   30
                              [XYRATEX LETTERHEAD]


        
                                                20th February 1997.

ADFlex Solutions Inc.,
2001 West Chandler Boulevard
Chandler
Arizona 85224
U.S.A.


                               DEED OF INDEMNITY

We refer to the Agreement dated 3rd January 1996 between Havant International
Limited (now renamed ADFlex Solutions Limited) ("ADFlex") and Polene Limited
(now renamed Havant International Limited ("HIL") relating to the sale of part
of the business and assets of ADFlex ("the Assets Sale Agreement") and the
obligation of HIL to discharge the Corporation Tax liability of ADFlex in
respect of the year ended 30th November 1995.

To secure the performance by HIL of the aforesaid obligation, Midland Bank
provided a guarantee to ADFlex Solutions, Inc. dated 7th January 1996 which
expired on the 31st December 1996.

Notwithstanding:-

(i)     the terms of the Agreement to Surrender and Release between Havant
        International Holdings Limited ("HIHL"), HIL, ADFlex Solutions, Inc.
        ("ASI") and ADFlex dated 7th February 1997 ("the Agreement to
        Surrender");

(ii)    the terms of the Deed of Surrender and Release to be made between HIHL,
        HIL, ASI and ADFlex included as an agreed form document within the
        Agreement to Surrender; and

(iii)   the expiry of such bank guarantee,

HIL hereby confirms that it remains liable to discharge the Corporation Tax
liability of ADFlex in respect of the year ended 30th November 1995 to the
extent that the same has not been discharged and hereby agrees to indemnify and
hold ADFlex harmless against all losses, costs, expenses, liabilities, actions,
claims, demands and proceedings suffered or incurred by ADFlex as a result of
the failure by HIL to fully comply with such obligations.

All the provisions of the Asset Sale Agreement and the Deed of Tax Covenant
dated 7th January 1996 between ASI and HIHL relevant to the enforcement of such
liability shall remain in force and shall apply to this Deed of Indemnity
mutatis mutandis as if the same were repeated and set out herein.
<PAGE>   31
                              [XYRATEX LETTERHEAD]


IN WITNESS whereof this document which is intended to take effect as a Deed has
been duly executed the day and year first above written.



THE CORPORATE SEAL of HAVANT            )
INTERNATIONAL LIMITED was               )
hereunto affixed in the presence of:-   )


                                Director  /s/ William K. Wilkie
                                         ----------------------
                      Director/Secretary /s/ Derek Holt
                                         ----------------------