SHARED MANUFACTURING AND FACILITIES AGREEMENT
                           DATED AS OF OCTOBER 1, 1997
                                     BETWEEN
                         BOONTON ELECTRONICS CORPORATION
                                       AND
                             G.E.M. ILLINOIS, INC.















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                  SHARED MANUFACTURING AND FACILITIES AGREEMENT

This Shared Manufacturing and Facilities Agreement ("Agreement") dated as of
October 1, 1997 is entered into between Boonton Electronics Corporation, a New
Jersey corporation ("Boonton"), and G.E.M. Illinois, Inc., a Delaware
corporation ("GEM").

                               W I T N E S S E T H
                               - - - - - - - - - -

         WHEREAS,  Boonton leases  approximately thirty thousand (30,000) square
feet of manufacturing,  warehouse and office space, located at premises commonly
known as 25 Eastmans Road, Parsippany, New Jersey, pursuant to a lease agreement
dated September 24, 1994, by and between Boonton,  as lessee,  and Eastmans Road
Associates, Ltd., a New Jersey limited partnership ("Landlord"),  as lessor, (as
complete copy of the Lease has been previously furnished to GEM. The real estate
and improvements  thereon rented pursuant to the Lease are referred to herein as
the "Premises".

         WHEREAS, GEM desires to relocate its B&K Precision manufacturing
operations (the "B&K Business") to the Premises; and

         WHEREAS, the parties desire to share the Premise and certain other
items during the term of this Agreement and to share certain costs, in each case
subject to the terms and conditions of this Agreement.

                                A G R E E M E N T
                                - - - - - - - - -

    NOW, THEREFORE, For good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

         1. TERM. The term of this Agreement (the "Term") shall begin on and
include October 1, 1997 and shall end at 11:59 p.m. on September 30, 1999,
unless earlier terminated pursuant to Section 11, and may be extended by GEM to
the term of the Lease by GEM provided that GEM gives written notice to Boonton
of its intent to extend the Term on or before March 31, 1999. Thereafter, if
Boonton exercises its option to renew the lease GEM shall have the right to
extend the Term provided that written notice is given to Boonton within sixty
(60) days after Boonton exercises its option to renew the Lease.

         2. RELOCATION OF B&K BUSINESS. GEM shall, solely at its expense (the
"Relocation Expense"), relocate its manufacturing operations to the Premises.
The Relocation Expense shall include all costs involved with the relocation of
personnel, machinery, equipment and inventory as well as costs associated with
the preparation of the

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Subleased Premises (as hereinafter defined) for the B&K Business.
Notwithstanding the above the parties agree that Boonton shall incur no
expenses, other than those expenses presently incurred in the ordinary course of
its business as currently operated, with respect to the relocation of GEM.
Further, any damages that are incurred to the Premises as the result of the
relocation of GEM shall be remedied at the sole cost and expense of GEM.

              3. SEPARATE OPERATIONS. Except as otherwise provided in this
Agreement: (a) GEM shall operate the B&K Business at its expense separately from
the business of Boonton (the "Boonton Business"); and (b) Boonton shall operate
the Boonton Business at its expensed separately from the B&K Business.

              4. SHARED SHIPPING FACILITIES.

                 (a) The loading dock and shipping and receiving area
(collectively, the "Shipping Area") in the Premises are currently used in the
Boonton Business. During the Term, GEM will, as part of the sublease described
in Section 6, have the right to share equally with Boonton the use of the
Shipping Area.

                 (b) Individuals mutually satisfactory to the parties will make
any needed decisions regarding the shares use of the Shared Shipping Area,
including decisions regarding the shared use of the Shared maintenance.
Currently, the persons designated to make such decisions are Victor Tolan and
Yves Guyomar. In each case, both GEM and Boonton will instruct such person to
make all such decisions fairly, reasonably, impartially, and with the goal of
enabling both GEM and Boonton to efficiently maximize production Notwithstanding
the foregoing, the parties hereto shall be entitled to binding arbitration
pursuant to Section 15.

              5. EMPLOYEES.

                 (a) Each of Boonton and GEM shall employ its own separate
personnel and employees and shall be responsible for its own payroll and
benefits and in no event shall any GEM employee be deemed an employee of Boonton
nor shall any Boonton employee be deemed an employee of GEM.

                 (b) At all times during the Term, each party shall take
commercially reasonable steps: (i) to prevent labor disharmony between such
party and its employees (ii) to attempt promptly to restore labor harmony
between such party and its employees if any such labor disharmony between such
party and its employees if any such labor disharmony becomes actually known to
such party and (iii) to cause personnel entering the other party's work area to
comply with the rules and regulations in effect in that area. Nothing in this
Section 5(b) shall restrict any party's right to terminate the employment of any
employees or require any party to spend any money other than nominal amounts in
order to restore labor harmony.


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              6. SUBLEASE.

                 (a) Boonton hereby subleases to GEM and GEM hereby subleases
from Boonton (the "Sublease"), subject to the terms and conditions of this
Agreement and the Lease: (i) the area in the Premises that is designated as the
"B & K Area" on EXHIBIT A comprised of approximately 11,500 square feet of
manufacturing, warehouse and office space, which area is not a single contiguous
area; and (ii) the area in the Premises that is designated as the "Shared Area"
on EXHIBIT A comprised of lobby, entryway, exits, corridors, rest rooms, loading
dock, lunch room, and other common areas and facilities on the Premises
(provided that the Shared Area shall be deemed to include rights of ingress and
egress to the Premises), which area is not a single contiguous area (the Shared
Area and the B&K Area are sometimes referred to herein collectively as the
"Subleased Premises").

                 (b) The term of the Sublease shall be the same as the Term of
this Agreement.

                 (c) GEM shall have the exclusive use of the B&K Area during the
Term for the purpose of conducting its business, subject to the right of entry
of the Landlord and any of the Landlord's mortgagees under Section 15b.(2) or
Section 21e of the Lease and to an equivalent right of entry on Boonton's part.

                 (d) GEM and Boonton shall each have the nonexclusive right (in
common with the Landlord and Landlord's other tenants, to the extent that they
have such right under the Lease) to use the Shared Area during the Term.

                 (e) Boonton shall have the exclusive use of the area of the
Premises designated as the "Boonton Area" on EXHIBIT A for the purpose of
conducting its business (the Boonton Area and the Shared Area are sometimes
referred to herein collectively as the "Boonton Premises"). The Boonton Area is
not being subleased to GEM.

                 (f) GEM shall use the Subleased Premises only for the purpose
of conducting the B&K Business. GEM shall use the Subleased Premises in a manner
that does not interfere with or hinder the operations of the Boonton Business in
the Boonton Premises or otherwise create a nuisance.

                 (g) GEM shall conduct its operations on the Subleased Premises
in a manner that does not violate, or cause Boonton to violate, the Lease.

                 (h) Boonton shall use the Boonton Premises only for the purpose
of conducting the Boonton Business. Boonton shall use the Boonton Premises in a
manner that does not interfere with or hinder the operations of the B&K Business
in the B&K Area or otherwise create a nuisance.


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<PAGE>


                 (i) Boonton shall conduct Its operations on the Boonton
Premises in a manner that does not violate, or cause GEM to violate, the Lease.

                 (j) GEM will maintain the interior of the B&K Area in as good a
condition and state of repair as it is in on the date hereof (fire or other
casualty and ordinary wear and tear excepted).

                 (k) GEM shall not make any alterations, installations or
additions to the Subleased Premises without Boonton's prior written consent,
such consent not to be unreasonably withheld.

                 (l) Boonton represents as of the date hereof (i) that it is in
compliance with all Laws with respect to the physical condition of the Premises
and the use and occupancy and physical operations of the Premises. As used
herein, "Laws" means any and all laws, statutes, regulations, orders, or decrees
of, or agreements with, or permits from, any federal, foreign, state or local
government or other governmental or quasi-governmental authority, including
laws, statutes or regulations relating to equal employment opportunities, fair
employment practices, occupational health and safety, wages and hours and
discrimination.

                 (m) GEM shall pay to Boonton for each month, (i) rent (the
"Rent") in the amount of (x) $7,264.17 per month ($7.58 per square foot) with
respect to the period from October 1, 1997 to September 30, 1998, both
inclusive; and (y) $9,583.33 per month ($10.00 per square foot) with respect to
the period from October 1, 1998 to the end of the Term, both inclusive, and (ii)
a fee of $15,000 per month (the "Maintenance Fee") towards all costs incurred by
Boonton in operating and maintaining the Premises, including, without
limitation, use of the Shared Area, providing utilities, providing shipping and
receiving and engineering support, human resource support and day-to-day
management and supervision of the operations of the Premises. Payment for the
months October 1997, November 1997 and December 1997 shall be made on November
1, 1997, December 1, 1997 and January 1, 1998 respectively. Payment for January,
1998 shall be on January 15, 1998. Payments for all months thereafter shall be
on the first day of each month. Notwithstanding any provision to the contrary
herein, Rent and Maintenance Fees shall not be payable with respect to any
period after the date of termination of the Lease.

                 (n) If a fire or other casualty to the Premises damages the B&K
Area and the Boonton Area disproportionately, and results in an abatement of
rent under the Lease, such abatement of rent shall be allocated equitably
between the parties.

                 (o) On or prior to the end of the Term, GEM shall, at its sole
expense: (i) remove all of its inventory, equipment, machinery, furniture and
other tangible personal property and fixtures (the "GEM Property") from the
Premises and otherwise vacate


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<PAGE>


the Subleased Premises; (ii) repair any damage caused by such removal; and (iii)
restore any condition created by the installation of the GEM Property at any
time on the Premises to the condition existing prior to such installation. Any
GEM Property not so removed on or prior to the end of the Term may be handled,
removed or stored by Boonton at the expense of GEM, and Boonton shall in no
event be responsible for the value, preservation or safekeeping thereof. GEM
shall pay Boonton for all storage charges incurred by Boonton regarding the GEM
Property while it is in Boonton's possession. All such property not removed from
the Premises or retaken from storage by GEM within thirty (30) days after the
Termination Date, shall, at Boonton's option, be conclusively deemed to have
been conveyed by GEM to Boonton as by bill of sale without further payment or
credit by Boonton to GEM.

                 (p) On the date hereof, Boonton shall provide to GEM an
estoppel and nondisturbance letter from the Landlord substantially in the form
set forth as EXHIBIT B.

              7. ADDITIONAL COSTS. In addition to Rent and Maintenance Fees
which shall remain fixed throughout the Term, B&K shall bear its portion of any
increase in expenses not provided for in the Rent and Maintenance Fees which are
paid by Boonton during the Term and which result solely from the expansion of
the B&K Business after October 1, 1997.

              8. INSURANCE.

                 (a) During the Term, Boonton shall maintain, at its sole
expense, insurance coverage in at least the amounts and types listed on SCHEDULE
8(A). Each of such insurance policies shall: (i) name GEM as an additional
insured; (ii) be written by an insurance company reasonably acceptable to GEM;
(iii) provide that should such insurance coverage be cancelled before the
expiration date thereof, the insurance company will endeavor to mail at least 30
days, prior written notice to GEM, but failure to mail such notice shall impose
no obligation or liability on the insurance company (or a similar provision to
this clause (iii)); and (iv) contain the insurer's standard waiver of
subrogation endorsement. Boonton has furnished GEM policies or certificates of
insurance evidencing such coverage (including the matters referred to in clause
(iii) and (iv) of the preceding sentence), and will furnish to GEM the same with
respect any renewal or substitute policy during the Term at least ten (10)
business days prior to the termination, cancellation or reduction of the
preceding policy.

                 (b) During the Term, GEM shall maintain, at its sole expense,
insurance coverage in at least the amounts and types listed on SCHEDULE 8(B).
Each of such insurance policies shall: (i) name Boonton as an additional
insured; (ii) be written by an insurance company reasonably acceptable to
Boonton; (iii) provide that should such insurance coverage be cancelled before
the expiration date


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<PAGE>


thereof, the insurance company will endeavor to mail at least 30 days, prior
written notice to GEM, but failure to mail such notice shall impose no
obligation or liability on the insurance company (or a similar provision to this
clause (iii)); and (iv) contain the insurer's standard waiver of subrogation
endorsement. GEM has furnished to Boonton policies or certificates of insurance
evidencing such coverage (including the matters referred to in clause (iii) and
(iv) of the preceding sentence), and will furnish to Boonton the same with
respect to any renewal or substitute policy during the Term at least ten (10)
business days prior to the termination, cancellation or reduction of the
preceding policy.

              9. WAIVER OF CLAIMS.

                 (a) Notwithstanding anything to the contrary herein, except for
claims arising from fraud, wilful misconduct or gross negligence that are not
covered by insurance in Boonton's favor, and except for any claim that is the
subject of indemnification pursuant to Section 10(b)(iv), Boonton waives all
claims against GEM and its affiliates, officers, directors, employees and
agents, for damages arising from the occurrence or existence of any of the
events or conditions set forth in Section 9(c) during the Term.

                 (b) Notwithstanding anything to the contrary herein, except for
claims arising from fraud, wilful misconduct or gross negligence that are not
covered by insurance in GEM's favor, and except for any claim that is the
subject of indemnification pursuant to Section l0(a)(iv), GEM waives all claims
against Boonton and its affiliates, officers, directors, employees and agents
for damages arising from the occurrence or existence of any of the events or
conditions set forth in Section 9(c) during the Term.

                 (c) For purposes of this Section 9, damages include (i)
casualty or accident in or upon the Premises; (ii) leaking of roofs, bursting,
stoppage or leaking of water, gas, sewer or steam pipes or equipment, including
sprinklers, (iii) wind, rain, ice, flooding, freezing, fire, explosion,
earthquake, excessive heat or cold, fire or other casualty, (iv) any heating,
cooling, ventilating, plumbing, electrical or other systems on the Premises, or
any machinery, equipment or fixtures being defective, out of repair, or failing,
and (iv) vandalism, theft, malicious mischief or other acts or omissions of any
other Persons (as defined herein) including contractors or invitees at the
Premises.

              10.INDEMNIFICATION.

                 (a) Boonton shall indemnify and hold harmless GEM and its
directors, officers, employees and agents from and against any and all Damages:

                                    (i)   resulting from any breach by Boonton
of any of its obligations under this Agreement or the Lease (except for


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breaches of the Lease caused by any action or omission of GEM);

                                    (ii)  arising from the operation of the
Boonton Business during the Term;

                                    (iii) arising from any failure during the
Term by Boonton or any of its employees or agents to comply with any applicable
Law; or

                                    (iv) arising under or imposed by any
Environmental Law (as defined herein) or common law related to environmental
matters or contamination, including Damages related to the release by Boonton or
any entity for which it is legally responsible of a hazardous or toxic substance
or waste, including petroleum and related products, at, on or from:

                                       (A) the Boonton Premises,

                                       (B) any property or facility to which
wastes or byproducts generated by Boonton are sent for disposal or treatment, or

                                       (C) the Subleased Premises prior to the
date hereof,

which Damages, in each case under this subparagraph (a) (iv), arise out of the
operations of Boonton.

                 (b) GEM shall indemnify and hold harmless Boonton and its
directors, officers, employees and agents from and against any and all Damages:

                     (i) resulting from any breach by GEM of any of its
obligations under this Agreement;

                     (ii) arising from the operation of the B&K Business during
the Term;

                     (iii) arising from any failure during the Term by GEM or
any of its employees or agents to comply with any applicable Law; or

                     (iv) arising under or imposed by any Environmental Law or
common law related to environmental matters or contamination, including Damages
related to the release by GEM or any entity for which it is legally responsible
of a hazardous or toxic substance or waste, including petroleum and related
products, at, on or from:

                                       (A) the Subleased Area or

                                       (B) any property or facility to which
wastes


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or byproducts generated by GEM are sent for disposal or treatment,

which Damages, in each case under this subparagraph (b) (iv), arise out of the
operations of GEM.

                                       (C) For purposes of this Agreement:

                           (i)  "Damages" means liabilities, damages, costs and
expenses (including reasonable attorneys' fees), except for any liabilities,
damages, costs or expenses that are covered by insurance proceeds actually paid
to the indemnitee (in the case of Section 11) or the Person waiving the claim
(in the case of Section 10); provided that, for purposes of this definition,
insurance proceeds do not include insurance deductible amounts; and

                           (ii) "Environmental Laws" means all federal, state
and local statutes, ordinances, rules, court orders, court decrees and
arbitration determinations, in each case pertaining to environmental matters or
contamination of any kind.

              11.TERMINATION.

                 (a) Each party hereto may terminate this Agreement upon written
notice to the other party if the other party:

                           (i)  fails to timely pay any amount due hereunder,
which failure continues for twenty (20) business days after written notice
thereof; or

                           (ii) fails to perform any other obligation hereunder,
which failure continues for fifteen (15) days after written notice thereof,
unless a shorter period is provided herein;

                 (b) GEM may terminate this Agreement upon written notice to
Boonton if Boonton is then entitled to terminate the Lease as a result of any
fire or other casualty or other governmental taking.

                 (c) GEM may terminate this Agreement if by 5:00 p.m. (E.D.T.)
August 15, 1997, Boonton has not provided a written representation that it has
obtained all consents necessary to sublease the Subleased Premises.

                 (d) This Agreement shall automatically terminate if the Lease
expires (without renewal or extension) or is terminated.

                 (e) Certain obligations, including, but not limited to the
following obligations (the "Surviving Obligations") shall survive the expiration
or earlier termination (for any reason) of this Agreement (the date of such
expiration or earlier termination being referred to herein as "Termination
Date"):

                             (i)   indemnification obligations under Section 10;


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                             (ii)  obligations of each party under Section 13;
and

                             (iii) payment obligations with respect to
arbitrator's fees pursuant to Section 15.

Without limitation of the foregoing, the Surviving Obligations shall survive the
giving of any notice in connection with (x) the termination of this Agreement or
(y) the exercise by the non-breaching party of any rights or remedies (including
any notice in any forcible entry and detainer action). No implication is
intended that the above listed obligations comprise all of the Surviving
obligations. The liability of a party for any breach(es) of this Agreement shall
survive the expiration or termination of this Agreement. Notwithstanding any
other provision of this Agreement to the contrary, in the event that GEM
terminates this Agreement prior to the end of the term for reasons other that
those set forth in Section 11(a), (b), (c) or (d), then in that event the
parties agree that GEM shall continue to pay on a monthly basis for the
remainder of the Term any and all Rent allocable to the additional 3,200 square
feet of space which Boonton was caused to lease from the Landlord to comply with
the terms of this Agreement and the Maintenance Fee for a period of three (3)
months from the date of sub termination.

              12.NO PARTNERSHIP. The parties hereto are not partners. Neither
the execution, delivery or performance of this Agreement, nor any of the terms,
conditions or provisions hereof, shall create any partnership or joint venture
between the parties. Without limitation of the foregoing, the cost-sharing and
space-sharing aspects of this Agreement do not create any partnership
relationship. The obligations of Boonton and GEM hereunder are several and all
not intended to be and shall not be joint and several for any purpose or in any
instance. Nothing contained herein shall be as to authorize other party to
represent to the other or to contract on behalf of the other party. Each party
shall be solely and entirely responsible for the management of its respective
business and operations. At all times during the term of this Agreement, Boonton
and GEM shall enjoy all rights which allow independent and viable management in
the operation of their respective business.

              13.RESTRICTIVE COVENANTS.

                 (a) GEM covenants that during the Term and continuing for one
(1) year from the Termination Date (regardless of the reason for expiration or
termination of the Term), GEM shall not, directly or indirectly, without
Boonton's prior written consent (which Boonton may refuse to give in Boonton's
sole discretion), solicit the employment of, or employ, any person who is
employed by Boonton as the date hereof or at any time during the Term.

                 (b) Boonton covenants that during the Term and continuing for
one (1) year from the Termination Date (regardless of why the Term was
terminated or expired), Boonton shall not, directly or


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indirectly, without GEM'S prior written consent (which GEM may refuse to give in
GEM'S sole discretion), solicit the employment of, or employ, any person who is
employed by GEM as of the date hereof or at any time during the Term.

                 (c) The parties hereto recognize that the time and scope
limitations set forth in this Section 13 are reasonable and are required for the
protection of the parties hereto and in the event that any such limitation is
deemed to be unreasonable by a court of competent jurisdiction, Boonton and GEM
agree to the reduction of any or all of said limitations to such a period or
scope as said court shall deem reasonable under the circumstances.

              14.INJUNCTIVE RELIEF Boonton and GEM specifically recognize that
any breach of Section 13 will cause irreparable injury to the non-breaching
party and that actual damages may be difficult to ascertain, and in any event,
may be inadequate. Accordingly (and without limiting the availability of legal
or equitable, including injunctive, remedies under any other provisions of this
Agreement), Boonton and GEM agree that in the event of any such breach, the
non-breaching party shall be entitled to injunctive relief (without the
necessity of posting bond) in addition to such other legal and equitable
remedies that may be available.

              15.ARBITRATION. Any dispute in relation to this Agreement shall be
exclusively settled as follows: The dispute shall be discussed by the parties
thereto in an attempt to reach an amicable solution. If such attempts fail
within thirty (30) days the matter shall be submitted to Daniel Auzan (as long
as he is a director of Boonton). If the dispute is not settled within thirty
days, either party may submit the issue to be settled by arbitration. Any
arbitration of this Agreement shall be conducted in accordance with the
Commercial Arbitration Rules of the American Arbitration Association, using
three (3) arbitrators, with such arbitration to be held in Morristown, New
Jersey. Boonton and GEM shall each select one arbitrator, and the two
arbitrators so selected shall select the third arbitrator. The arbitrators' fees
shall be shared equally by the parties. Judgment on the award rendered by the
arbitrators may be entered in any court having jurisdiction thereof.

              16.UNAVOIDABLE DELAYS If either party fails to timely perform any
of the terms, covenants or conditions hereunder (other than the payment of
money) and such failure is due in whole or in part to any strike, lockout, labor
trouble, civil disorder, inability to procure materials or supplies, failure of
power, restrictive governmental laws or regulations, civil disorder,
insurrection, war, fuel shortages, accidents, casualties, acts of God, or any
other cause beyond the reasonable control of the party, then the time for
performance shall be extended by the period of delay resulting from such cause.

              17.CONFIDENTIALITY. Boonton and GEM shall each respect and


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<PAGE>


maintain the confidentiality of all the information about the other's activities
that comes to its knowledge in connection with this Agreement. Unless and only
to the extent that such information has previously been in the possession of the
recipient or is in the public domain, any information exchanged between Boonton
and GEM and any data derived therefrom shall be Confidential Information and all
intellectual property rights connected therewith and the right to use such
Confidential Information shall remain vested in the disclosing party. Each
recipient shall preserve and cause its officers, employees and agents to
preserve the secrecy of Confidential Information and shall not disclose or use
the same without the prior written consent of the disclosing party. Such consent
is deemed to have been given in respect of affiliates of GEM who are involved in
the business operation of provided that Boonton and GEM procure that such
affiliates observe the same standard of care and non-use of the Confidential
Information received as the parties observe pursuant to this clause. Such
consent is also deemed to have been given in respect of third parties to the
extent reasonably required to effect the purpose hereof. Each party shall ensure
that information proprietary to third parties is not disclosed to the other
party.

              18.MISCELLANEOUS.

                 (a) NOTICES. All notices required or permitted to be given
hereunder shall be in writing and may be delivered by hand, by facsimile, by
nationally recognized private courier, or by United States mail. Notices
delivered by mail shall be deemed to have been given three (3) business days
after being deposited in the United States mail, postage prepaid, registered or
certified mail, return receipt requested. Notices delivered by hand, by
facsimile, or by nationally recognized private courier shall be deemed to have
been given on the date of receipt; provided, however, that a notice delivered by
facsimile shall only be effective if such notice is also delivered by hand, or
deposited in the United States mail, postage prepaid, registered or certified
mail, on or before two (2) business days after its delivery by facsimile. All
notices shall be addressed as follows:

                     If to Boonton:

                     Boonton Electronics Corporation
                     25 Eastmans Road
                     Parsippany, New Jersey 07054
                     Attention: President
                     Fax Number: (973) 386-9191

                     with a copy to:
                     Smith, Luhn & Doran, P.C.
                     Courthouse Plaza
                     60 Washington Street
                     Morristown, NJ 07960
                     Attention: Gregory Luhn, Esq.


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<PAGE>


                     Telecopier: (973) 292-9168

                     If to GEM:

                     Victor Tolan, President
                     G.E.M.   Illinois, Inc.
                     1031 Segovia Circle
                     Placentia, CA 92870
                     with a copy to:

                     Graham, Curtin & Sheridan
                     A Professional Association
                     4 Headquarters Plaza
                     Box 1991
                     Morristown, New Jersey 07962-1991
                     Attention: Joseph M. Lamastra
                     Telecopier: (973) 898-0107

and/or to such other respective addresses and/or addressees as may be designated
by notice given in accordance with the provisions of this Section 17(a).

                 (b) ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties. The parties make no representations or warranties
to each other, except as expressly set forth in this Agreement.

                 (c) NON-WAIVER. The failure in any one or more instances of a
party to insist upon performance of any of the terms, covenants or conditions of
this Agreement, to exercise any right or privilege in this Agreement conferred,
or the waiver by said party of any breach of any of the terms, covenants or
conditions of this Agreement, shall not be construed as a subsequent waiver of
any such terms, covenants, conditions, rights or privileges, but the same shall
continue and remain in full force and effect as if no such forbearance or waiver
had occurred. No waiver shall be effective unless it is in writing and signed by
an authorized representative the waiving party.

                 (d) APPLICABLE LAW. This Agreement shall be governed and
controlled as to validity, enforcement, interpretation, construction, effect and
in all other respects by the internal laws of the State of New Jersey applicable
to contracts made in that State.

                 (e) BINDING EFFECT; BENEFIT. This Agreement shall inure to the
benefit of and be binding upon the parties hereto, and their successors and
permitted assigns. Nothin9 in this Agreement, express or implied, is intended to
confer on any Person other than the parties hereto, and their respective
successors and permitted assigns any rights, remedies, obligations or
liabilities under or by reason of this Agreement, including, without limitation,
third party


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beneficiary rights.

                 (f) ASSIGNABILITY. This Agreement shall not be assignable by
either party without the prior written consent of the other party.

                 (g) AMENDMENTS. This Agreement shall not be modified or amended
except pursuant to an instrument in writing executed and delivered on behalf of
each of the parties hereto.

                 (h) CONSTRUCTION. The headings contained in this Agreement are
for convenience of reference only and shall not affect the meaning or
interpretation of this Agreement. For purposes of this Agreement: (i)
"including" means including without limitation; and (ii) the terms 11herein",
'1hereunder" and "hereof" refer to this Agreement as a whole rather than just
the sections or subsections where such terms appear.

                 (i) REPRESENTATIVES.' If Yves Guyomar is unable to act for
Boonton pursuant to this Agreement, Boonton shall appoint a substitute
representative who is reasonably satisfactory to GEM. If Victor Tolan is unable
to act for GEM pursuant to this Agreement, GEM shall appoint a substitute
representative who is reasonably satisfactory to Boonton.

         IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.

                             BOONTON ELECTRONICS CORPORATION

                             By: /s/ 
                                 ------------------------------------------

                                 Its: President


                             G.E.M. ILLINOIS, INC.

                             By: /s/ VICTOR TOLAN
                                 ------------------------------------------
                                     Victor Tolan, President


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