<PAGE>

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                                                    EXHIBIT 2.10

                            ASSET PURCHASE AGREEMENT

                    of the Wafer and Reticle Carrier Business

                                       of

                            ASYST TECHNOLOGIES, INC.

                                       by

                                 ENTEGRIS, INC.
                                       and
                              ENTEGRIS CAYMAN LTD.

                                February 11, 2003

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                              PAGE NO.
                                                                                                              --------
<S>                                                                                                           <C>
ARTICLE 1   PURCHASE AND SALE OF ASSETS.......................................................................   1
   1.1    Definition of "Business"............................................................................   1
   1.2    Assets to be Transferred............................................................................   1
          1.2(a)     Leased Real Property.....................................................................   2
          1.2(b)     Machinery and Equipment..................................................................   2
          1.2(c)     Inventory................................................................................   2
          1.2(d)     Trade Rights.............................................................................   2
          1.2(e)     Contracts................................................................................   2
          1.2(f)     Computer Software........................................................................   3
          1.2(g)     Literature...............................................................................   3
          1.2(h)     Records and Files........................................................................   3
          1.2(i)     Licenses; Permits........................................................................   3
          1.2(j)     Employee Note............................................................................   3
   1.3    Excluded Assets.....................................................................................   3
          1.3(a)     Cash and Cash Equivalents................................................................   3
          1.3(b)     Accounts Receivable......................................................................   4
          1.3(c)     Tax Credits..............................................................................   4
          1.3(d)     Tax Records..............................................................................   4
          1.3(e)     Obligations of Affiliates................................................................   4
          1.3(f)     Company Trade Rights.....................................................................   4
          1.3(g)     Excluded Products........................................................................   4
          1.3(h)     MOLL Assets..............................................................................   4
          1.3(i)     Pre-existing Claims......................................................................   4
          1.3(j)     Demo Units...............................................................................   4
          1.3(k)     Inspection Machine.......................................................................   5
          1.3(l)     The Company's SMIF-Enclosure Products....................................................   5
          1.3(m)     Any Prepaid Insurance of the Company.....................................................   5
ARTICLE 2   WARRANTY/SERVICE OBLIGATIONS......................................................................   5
ARTICLE 3   ASSUMPTION OF LIABILITIES.........................................................................   6
   3.1    Liabilities to be Assumed...........................................................................   6
          3.1(a)     Contractual Liabilities..................................................................   6
          3.1(b)     Liabilities Under Permits and Licenses...................................................   6
          3.1(c)     Taxes Arising from Transaction...........................................................   6
   3.2    Liabilities Not to be Assumed.......................................................................   7
          3.2(a)     Accounts Payable.........................................................................   7
          3.2(b)     Income and Franchise Taxes...............................................................   7
          3.2(c)     [*]......................................................................................   7
          3.2(d)     Liabilities to Affiliates................................................................   7
ARTICLE 4   PURCHASE PRICE....................................................................................   7
   4.1    Cash................................................................................................   7
   4.2    Royalties...........................................................................................   7
   4.3    Other Payments and Adjustments......................................................................   8
</TABLE>

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                        i

<PAGE>

                           TABLE OF CONTENTS (CONT'D)
<TABLE>
<CAPTION>
                                                                                                              PAGE NO.
                                                                                                              --------
<S>                                                                                                           <C>
   4.4    Allocation of Purchase Price........................................................................    8
ARTICLE 5   REPRESENTATIONS AND WARRANTIES OF COMPANY.........................................................    8
   5.1    Corporate...........................................................................................    8
          5.1(a)     Organization.............................................................................    8
          5.1(b)     Corporate Power..........................................................................    8
          5.1(c)     Qualification............................................................................    8
          5.1(d)     No Subsidiaries..........................................................................    9
          5.1(e)     Authority................................................................................    9
          5.1(f)     No Violation.............................................................................    9
   5.2    Business Financial Report...........................................................................   10
   5.3    Tax Matters.........................................................................................   10
   5.4    Inventory...........................................................................................   10
   5.5    Absence of Certain Changes..........................................................................   10
          5.5(a)     Any Adverse Change.......................................................................   10
          5.5(b)     Any Damage...............................................................................   11
          5.5(c)     Any Increase in Compensation.............................................................   11
          5.5(d)     Any Labor Disputes.......................................................................   11
          5.5(e)     Any Commitments..........................................................................   11
          5.5(f)     Any Disposition of Property..............................................................   11
          5.5(g)     Any Indebtedness.........................................................................   11
          5.5(h)     Any Liens................................................................................   11
          5.5(i)     Any Amendment of Contracts...............................................................   11
          5.5(j)     Any Loans and Advances...................................................................   11
          5.5(k)     Any Credit...............................................................................   12
          5.5(l)     Any Unusual Events.......................................................................   12
   5.6    Absence of Undisclosed Liabilities..................................................................   12
   5.7    No Litigation.......................................................................................   12
   5.8    Compliance with Laws................................................................................   12
          5.8(a)     Compliance...............................................................................   12
          5.8(b)     Licenses and Permits.....................................................................   13
          5.8(c)     Environmental Matters....................................................................   13
   5.9    Title to and Condition of Properties................................................................   14
          5.9(a)     Marketable Title.........................................................................   14
          5.9(b)     Condition................................................................................   15
          5.9(c)     Real Property............................................................................   15
          5.9(d)     No Condemnation or Expropriation.........................................................   16
   5.10   Insurance...........................................................................................   16
   5.11   Contracts and Commitments...........................................................................   17
          5.11(a)    Real Property Leases.....................................................................   17
          5.11(b)    Personal Property Leases.................................................................   17
          5.11(c)    Purchase Commitments.....................................................................   17
          5.11(d)    Sales Commitments........................................................................   17
          5.11(e)    Contracts with Affiliates and Certain Others.............................................   17
</TABLE>

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
                                       ii

<PAGE>

                           TABLE OF CONTENTS (CONT'D)
<TABLE>
<CAPTION>
                                                                                                              PAGE NO.
                                                                                                              --------
<S>                                                                                                           <C>
          5.11(f)    Powers of Attorney.......................................................................   17
          5.11(g)    Collective Bargaining Agreements.........................................................   18
          5.11(h)    Loan Agreements..........................................................................   18
          5.11(i)    Guarantees...............................................................................   18
          5.11(j)    Contracts Subject to Renegotiation.......................................................   18
          5.11(k)    Restrictive Agreements...................................................................   18
          5.11(l)    Other Material Contracts.................................................................   18
          5.11(m)    No Default...............................................................................   18
   5.12   Labor Matters.......................................................................................   19
   5.13   Employee Benefit Plans..............................................................................   19
   5.14   Employment Compensation.............................................................................   20
   5.15   Trade Rights........................................................................................   20
   5.16   Major Customers and Suppliers.......................................................................   20
          5.16(a)    Major Customers..........................................................................   20
          5.16(b)    Major Suppliers..........................................................................   21
          5.16(c)    Dealers and Distributors.................................................................   21
   5.17   Product Warranty and Product Liability..............................................................   21
   5.18   Affiliates' Relationships to Company................................................................   22
          5.18(a)    Contracts with Affiliates................................................................   22
          5.18(b)    No Adverse Interests.....................................................................   22
   5.19   Assets Necessary to Business........................................................................   22
   5.20   No Brokers or Finders...............................................................................   22
   5.21   Disclosure..........................................................................................   22
ARTICLE 6   REPRESENTATIONS AND WARRANTIES OF BUYER...........................................................   22
   6.1    Corporate...........................................................................................   23
          6.1(a)     Organization.............................................................................   23
          6.1(b)     Corporate Power..........................................................................   23
   6.2    Authority...........................................................................................   23
   6.3    No Brokers or Finders...............................................................................   23
   6.4    No Violation........................................................................................   23
   6.5    Disclosure..........................................................................................   23
   6.6    Litigation..........................................................................................   24
ARTICLE 7   EMPLOYEES - EMPLOYEE BENEFITS.....................................................................   24
   7.1    Affected Employees..................................................................................   24
   7.2    Retained Responsibilities...........................................................................   24
   7.3    Payroll Tax.........................................................................................   24
   7.4    Termination Benefits................................................................................   24
   7.5    Employee Benefits Plans.............................................................................   25
   7.6    No Third-Party Rights...............................................................................   25
ARTICLE 8   OTHER MATTERS.....................................................................................   25
   8.1    Patent Assignment and Cross-License and Trademark License Agreement.................................   25
   8.2    Transition Services Agreement.......................................................................   25
   8.3    Employment and Noncompetition Agreement.............................................................   25
</TABLE>

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                      iii

<PAGE>

                           TABLE OF CONTENTS (CONT'D)

<TABLE>
<CAPTION>
                                                                                                              PAGE NO.
                                                                                                              --------
<S>                                                                                                           <C>
   8.4    Noncompetition; Confidentiality.....................................................................   25
          8.4(a)     Covenant Not to Compete..................................................................   25
          8.4(b)     Covenant of Confidentiality..............................................................   27
          8.4(c)     Equitable Relief for Violations..........................................................   27
          8.4(d)     Transition Services Agreement and Patent Assignment and
                     Cross-License and Trademark License Agreement............................................   27
   8.5    HSR Act Filings.....................................................................................   27
   8.6    Access to Information and Records...................................................................   28
   8.7    Bulk Sales Compliance...............................................................................   28
ARTICLE 9   FURTHER COVENANTS OF THE PARTIES..................................................................   28
   9.1    Covenants of Company................................................................................   28
          9.1(a)     Consents.................................................................................   28
          9.1(b)     Other Action.............................................................................   28
          9.1(c)     Disclosure...............................................................................   28
          9.1(d)     Process for Product Compatibility........................................................   29
          9.1(e)     Confidentiality/Non-Disclosure Agreements................................................   29
          9.1(f)     300mm Dome Tool..........................................................................   29
          9.1(g)     Accounts Receivable......................................................................   29
   9.2    Covenants of Buyer..................................................................................   29
          9.2(a)     Process for Resolution of Product Compatibility..........................................   29
ARTICLE 10   CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS......................................................   29
   10.1   Representations and Warranties True on the Closing Date.............................................   29
   10.2   Compliance with Agreement...........................................................................   30
   10.3   Absence of Suit.....................................................................................   30
   10.4   Consents and Approvals..............................................................................   30
   10.5   Buyer Consents and Approvals........................................................................   30
   10.6   Closing Documents...................................................................................   30
ARTICLE 11   CONDITIONS PRECEDENT TO COMPANY'S OBLIGATIONS....................................................   30
   11.1   Representations and Warranties True on the Closing Date.............................................   30
   11.2   Compliance with Agreement...........................................................................   31
   11.3   Absence of Suit.....................................................................................   31
   11.4   Consents............................................................................................   31
   11.5   Closing Documents...................................................................................   31
ARTICLE 12   INDEMNIFICATION..................................................................................   31
   12.1   By Company..........................................................................................   31
   12.2   By Buyer............................................................................................   32
   12.3   Indemnification of Third-Party Claims...............................................................   32
          12.3(a)    Notice and Defense.......................................................................   32
          12.3(b)    Failure to Defend........................................................................   32
          12.3(c)    Indemnified Party's Rights...............................................................   32
   12.4   Indemnification Regarding Warranty/Services.........................................................   33
   12.5   Payment.............................................................................................   33
   12.6   Limitations on Indemnification......................................................................   33
</TABLE>
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                       iv

<PAGE>

                           TABLE OF CONTENTS (CONT'D)

<TABLE>
<CAPTION>
                                                                                                              PAGE NO.
                                                                                                              --------
<S>                                                                                                           <C>
          12.6(a)    Time Limitation..........................................................................   33
          12.6(b)    Amount Limitation........................................................................   34
   12.7   No Waiver...........................................................................................   34
   12.8   Right to Set-Off....................................................................................   34
   12.9   Exclusivity of Article 12 Indemnity.................................................................   35
ARTICLE 13   CLOSING..........................................................................................   35
   13.1   Documents to be Delivered by Company................................................................   35
          13.1(a)    Deeds, Bills of Sale.....................................................................   35
          13.1(b)    Compliance Certificate...................................................................   35
          13.1(c)    Opinion of Counsel.......................................................................   35
          13.1(d)    Employment and Noncompetition Agreements.................................................   36
          13.1(e)    Certified Resolutions....................................................................   36
          13.1(f)    Patent Assignment and Cross-License and Trademark
                     License Agreement........................................................................   36
          13.1(g)    Transition Services Agreement............................................................   36
          13.1(h)    Incumbency Certificate...................................................................   36
          13.1(i)    Other Documents..........................................................................   36
   13.2   Documents to be Delivered by Buyer..................................................................   36
          13.2(a)    Cash Purchase Price......................................................................   36
          13.2(b)    Assumption of Liabilities................................................................   36
          13.2(c)    Compliance Certificate...................................................................   36
          13.2(d)    Opinion of Counsel.......................................................................   36
          13.2(e)    Certified Resolutions....................................................................   37
          13.2(f)    Patent Assignment and Cross-License and Trademark
                     License Agreement........................................................................   37
          13.2(g)    Transition Services Agreement............................................................   37
          13.2(h)    Incumbency Certificate...................................................................   37
          13.2(i)    Other Documents..........................................................................   37
ARTICLE 14   DISCLOSURE SCHEDULE..............................................................................   37
ARTICLE 15   FURTHER ASSURANCE................................................................................   37
ARTICLE 16   ANNOUNCEMENTS....................................................................................   38
ARTICLE 17   ASSIGNMENT; PARTIES IN INTEREST..................................................................   38
   17.1   Assignment..........................................................................................   38
   17.2   Parties in Interest.................................................................................   38
ARTICLE 18   RESOLUTION OF DISPUTES...........................................................................   38
   18.1   Arbitration.........................................................................................   38
   18.2   Arbitrators.........................................................................................   38
   18.3   Procedures; No Appeal...............................................................................   39
   18.4   Authority...........................................................................................   39
   18.5   Entry of Judgment...................................................................................   39
   18.6   Confidentiality.....................................................................................   39
   18.7   Continued Performance...............................................................................   39
   18.8   Tolling.............................................................................................   39
</TABLE>

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                       v

<PAGE>

                           TABLE OF CONTENTS (CONT'D)

<TABLE>
<CAPTION>
                                                                                                              PAGE NO.
                                                                                                              --------
<S>                                                                                                           <C>
ARTICLE 19   LAW GOVERNING AGREEMENT..........................................................................   39
ARTICLE 20   AMENDMENT AND MODIFICATION.......................................................................   40
ARTICLE 21   NOTICE...........................................................................................   40
ARTICLE 22   EXPENSES.........................................................................................   41
   22.1   Brokerage...........................................................................................   41
   22.2   Expenses to be Paid by Company......................................................................   41
          22.2(a)    Professional Fees........................................................................   41
   22.3   Other...............................................................................................   42
   22.4   Costs of Litigation or Arbitration..................................................................   42
ARTICLE 23   ENTIRE AGREEMENT.................................................................................   42
ARTICLE 24   COUNTERPARTS.....................................................................................   42
ARTICLE 25   HEADINGS.........................................................................................   42
ARTICLE 26   SEVERABILITY.....................................................................................   42
ARTICLE 27   THIRD-PARTY BENEFICIARIES........................................................................   43
</TABLE>

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                       vi

<PAGE>

                                 DISCLOSURE SCHEDULE
Schedule 1.2(a)            -     Leased Real Property
Schedule 1.2(b)            -     Machinery and Equipment
Schedule 1.2(c)            -     Inventory
Schedule 1.2(d)            -     Purchased Trade Rights
Schedule 1.2(e)            -     Contracts
Schedule 1.2(f)            -     Computer Software
Schedule 1.3(h)            -     MOLL Assets
Schedule 5.1(c)            -     Qualification
Schedule 5.1(d)            -     Subsidiaries
Schedule 5.1(f)            -     No Violation
Schedule 5.2               -     Business Financial Statements
Schedule 5.3               -     Tax Matters
Schedule 5.4               -     Inventory
Schedule 5.5               -     Absence of Certain Changes
Schedule 5.6               -     Absence of Undisclosed Liabilities
Schedule 5.7               -     Litigation
Schedule 5.8(a)            -     Compliance
Schedule 5.8(b)            -     Licenses and Permits
Schedule 5.8(c)            -     Environmental Matters
Schedule 5.9(a)            -     Marketable Title
Schedule 5.10              -     Insurance
Schedule 5.11(c)           -     Purchase Commitments
Schedule 5.11(d)           -     Sales Commitments
Schedule 5.11(e)           -     Contracts with Affiliates and Certain Others
Schedule 5.11(f)           -     Powers of Attorney
Schedule 5.11(g)           -     Collective Bargaining Agreements
Schedule 5.11(h)           -     Loan Agreements
Schedule 5.11(i)           -     Guarantees
Schedule 5.11(k)           -     Restrictive Agreements
Schedule 5.11(l)           -     Material Contracts
Schedule 5.12              -     Labor Matters
Schedule 5.13              -     Employee Benefit Plans
Schedule 5.14              -     Employment Compensation
Schedule 5.15              -     Trade Rights
Schedule 5.16(a)           -     Major Customers
Schedule 5.16(b)           -     Major Suppliers
Schedule 5.16(c)           -     Dealers and Distributors
Schedule 5.17              -     Product Warranty and Product Liability
Schedule 5.18(a)           -     Contracts w/Affiliates
Schedule 5.20              -     No Brokers or Finders of Company
Schedule 7.1               -     Affected and Key Employees
Schedule 8.4(a)            -     Exceptions to Assignment of Non-Compete
Schedule 8.8               -     Process for Resolution of Product Compatibility

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                      vii

<PAGE>

                                EXHIBIT SCHEDULE

Exhibit A     Form of Patent Assignment and Cross-License and Trademark License
              Agreement

Exhibit B     Form of Transition Services Agreement

Exhibit C     [DELETED]

Exhibit D     Form of Legal Opinion by Cooley Godward, LLP

Exhibit E     Form of Legal Opinion by Dunkley, Bennett, Christensen & Madigan,
              P.A.

Exhibit F     Form of Escrow Agreement

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                      viii

<PAGE>

                            ASSET PURCHASE AGREEMENT

         ASSET PURCHASE AGREEMENT (this "Agreement") dated February 11, 2003,
by and among ENTEGRIS CAYMAN LTD., a Cayman Island corporation and wholly-owned
subsidiary of ENTEGRIS, INC., and ENTEGRIS, INC., a Minnesota corporation
(collectively, the "Buyer") with their principal place of business located at
3500 Lyman Boulevard, Chaska, Minnesota 55318, and ASYST TECHNOLOGIES, INC., a
California corporation ("Company") with its principal place of business located
at 48761 Kato Road, Fremont California 94538.

                                    RECITALS

         A.       Company is engaged, through its wafer and reticle carrier
division in the manufacture, distribution, and sale of 300mm FOUPs, SMIF-pod
300mm, 200mm SMIF Pods, SMIF-Pod 200mm, 150mm Pods, SRP-150 Single Reticle SMIF
Pods, MRP-150 Multiple Reticle SMIF Pods and RSP-200 Single Reticle SMIF Pods
(collectively the "Products").

         B.       Buyer desires to purchase from Company, and Company desires to
sell to Buyer, the business and substantially all of the property and assets of
Company related to the Business (as hereinafter defined) as set forth herein.

         NOW THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants, agreements and conditions hereinafter
set forth, and intending to be legally bound hereby, the parties hereto agree as
follows.

                                    ARTICLE 1
                           PURCHASE AND SALE OF ASSETS

1.1      Definition of "Business." As used herein, "Business" shall mean the
         manufacture, production, marketing, distribution, exploitation, sale
         and related research and development by Company and its subsidiaries of
         the Products. Such term shall include, without limitation and except as
         otherwise specifically provided herein, all operations carried on by or
         related to the Products on the date hereof.

1.2      Assets to be Transferred. Subject to the terms and conditions of this
         Agreement, on the Closing Date (as defined in Section 13 below) Company
         shall sell, transfer, convey, assign, and deliver to Buyer (or upon
         Buyer's request, to one or more wholly-owned subsidiaries of Buyer as
         designated by Buyer), and Buyer shall purchase and accept, all of the
         business, rights, claims and assets (of every kind, nature, character
         and description, whether real, personal or mixed, tangible or
         intangible, accrued, contingent or otherwise, and wherever situated) of
         the Company, used, held for use or acquired or developed for use in the
         Business, or developed in the course of conducting the Business or by
         persons employed in the Business (collectively the "Purchased Assets").
         The Purchased Assets

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                        1

<PAGE>

         shall include, but not be limited to (except as set forth below in
         Trade Rights), all of the following assets or rights of the Company, to
         the extent so used, held, acquired or developed in connection with the
         Business:

         1.2(a)   Leased Real Property. The leases of real property (the "Leased
                  Real Property") used in connection with the Business, as set
                  forth on Schedule 1.2(a) of the Disclosure Schedule (the "Real
                  Property Leases").

         1.2(b)   Machinery and Equipment. All molds, fixtures, cleaning
                  systems, machinery, equipment, vehicles, tools, supplies,
                  spare parts, furniture and all other personal property not
                  included in inventory used in connection with the manufacture,
                  assembly, inspection, or cleaning of the Products including
                  but not limited to those located at the Colorado facility and
                  those described on Schedule 1.2(b) of the Disclosure Schedule.

         1.2(c)   Inventory. All inventories of raw materials, work-in-process
                  and finished goods (including all such in transit and on
                  consignment) on the Closing Date, together with related
                  packaging materials including but not limited to those
                  assembled on Schedule 1.2(c) of the Disclosure Schedule
                  (collectively the "Inventory").

         1.2(d)   Trade Rights. All of the Company's interest in any Trade
                  Rights of the Business as set forth on Schedule 1.2(d) of the
                  Disclosure Schedule ("Purchased Trade Rights"). As used
                  herein, the term "Trade Rights" shall mean and include: (i)
                  all United States, state and foreign trademark rights,
                  business identifiers, trade dress, service marks, trade names,
                  and brand names, including all claims for infringement, and
                  all registrations thereof and applications therefor and all
                  goodwill associated with the foregoing accruing from the dates
                  of first use thereof; (ii) all United States and foreign
                  copyrights, copyright registrations and copyright
                  applications, including all claims for infringement, and all
                  other rights associated with the foregoing and the underlying
                  works of authorship; (iii) those United States and foreign
                  patents and patent applications, including all claims for
                  infringement and all international proprietary rights
                  associated therewith as set forth in the Cross-Licensing
                  Agreement between Company and Buyer dated contemporaneously
                  herewith; (iv) all contracts or agreements granting any right,
                  title, license or privilege under the intellectual property
                  rights of any third party; and (v) all inventions, mask works
                  and mask work registrations, know-how, discoveries,
                  improvements, designs, trade secrets, shop and royalty rights,
                  employee covenants and agreements respecting intellectual
                  property and non-competition and all other types of
                  intellectual property.

         1.2(e)   Contracts. Those contracts, contractual rights, purchase
                  orders and sales orders (hereinafter in this Section 1.2(e))
                  ("Contracts") described in Schedules 1.2(a), 1.2(d) and 1.2(e)
                  of the Disclosure Schedule.

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                        2

<PAGE>

                  The Contracts described above are hereinafter collectively
                  described as the "Assumed Contracts." To the extent that any
                  Assumed Contract for which assignment to Buyer is provided
                  herein is not assignable without the consent of another party,
                  this Agreement shall not constitute an assignment or an
                  attempted assignment thereof if such assignment or attempted
                  assignment would constitute a breach thereof. Company agrees
                  to use its commercially reasonable efforts (without any
                  requirement on the part of Buyer to pay any money or agree to
                  any change in the terms of any such Contract) to obtain the
                  consent of such other party to the assignment of any such
                  Assumed Contract to Buyer in all cases in which such consent
                  is or may be required for such assignment. If any required
                  consent shall not be obtained, Company agrees to cooperate
                  with Buyer in any reasonable arrangement designed to provide
                  for Buyer the benefits intended to be assigned to Buyer under
                  the relevant Assumed Contract, including enforcement at the
                  cost and for the account of Buyer of any and all rights of
                  Company against the other party thereto arising out of the
                  breach or cancellation thereof by such other party or
                  otherwise. If and to the extent that such arrangement cannot
                  be made, Buyer, upon notice to Company, shall have no
                  obligation pursuant to Section 3.1 or otherwise with respect
                  to any such Assumed Contract and any such Assumed Contract
                  shall not be deemed to be a Purchased Asset hereunder.

         1.2(f)   Computer Software. A manufacturing database to track FOUPs.

         1.2(g)   Literature. All sales literature, promotional literature,
                  catalogs and similar materials related to the Business.

         1.2(h)   Records and Files. All records, files, invoices, customer
                  lists, blueprints, specifications, designs, drawings,
                  accounting records, business records, manufacturing process
                  documentation, operating data and other data related to the
                  Business.

         1.2(i)   Licenses; Permits. All licenses, permits and approvals related
                  to the Business.

         1.2(j)   Employee Note. The indebtedness of Gary Gallagher as evidenced
                  by a promissory note dated January 2001.

1.3      Excluded Assets. Company shall retain all of its rights, claims and
         assets not described in Section 1.2 without limiting the generality of
         the foregoing, and any contrary provisions of Section 1.2
         notwithstanding, Company shall not sell, transfer, assign, convey or
         deliver to Buyer, and Buyer will not purchase or accept the following
         assets of the Business:

         1.3(a)   Cash and Cash Equivalents. All cash and cash equivalents of
                  the Business as of Closing.

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                        3

<PAGE>

         1.3(b)   Accounts Receivable. All outstanding accounts receivable of
                  the Business accrued by the Company as of Closing, except as
                  set forth in Section 9.1(g) below.

         1.3(c)   Tax Credits. Federal, state and local income and franchise tax
                  credits and tax refund claims.

         1.3(d)   Tax Records. Company's income and franchise tax returns and
                  tax records. Buyer and its designated agents shall have
                  reasonable access to such records and may make excerpts
                  therefrom and copies thereof.

         1.3(e)   Obligations of Affiliates. Notes (other than the note set
                  forth in Section 1.2(k)), drafts, accounts receivable or other
                  obligations for the payment of money, made or owed by any
                  Affiliate of Company. For purposes of this Agreement, the term
                  "Affiliate" shall mean and include all shareholders, directors
                  and officers of Company; the spouse of any such person; any
                  person who would be the heir or descendant of any such person
                  if he or she were not living; and any entity in which any of
                  the foregoing has a direct or indirect interest (except
                  through ownership of less than 5% of the outstanding shares of
                  any entity whose securities are listed on a national
                  securities exchange or traded in the national over-the-counter
                  market).

         1.3(f)   Company Trade Rights. All Trade Rights of the Company, other
                  than the Purchased Trade Rights and the rights of the Company
                  as set forth in the Patent Assignment and Cross-License and
                  Trademark License Agreement attached hereto as Exhibit A
                  ("Patent Assignment and Cross-License and Trademark License
                  Agreement").

         1.3(g)   Excluded Products. All products now or hereafter produced by
                  the Company that are not Products.

         1.3(h)   MOLL Assets. All assets owned by MOLL Industries in connection
                  with the Business including those specifically set forth in
                  Schedule 1.3(h) of the Disclosure Schedule, as well as the
                  Company's contract rights with respect to its MOLL
                  manufacturing agreement.

         1.3(i)   Pre-existing Claims. All rights to receive insurance
                  settlements that existed as of Closing and all causes of
                  action arising out of occurrences before the Closing.

         1.3(j)   Demo Units. Any demonstration units or sample products related
                  to the Business provided by the Company to Company customers
                  or prospective customers before the Closing.

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                        4

<PAGE>

         1.3(k)   Inspection Machine. One August CV9812 inspection machine
                  currently used in the Business which is located in Oregon.

         1.3(l)   The Company's SMIF-Enclosure Products.

         1.3(m)   Any Prepaid Insurance of the Company.

                                    ARTICLE 2
                          WARRANTY/SERVICE OBLIGATIONS

         Warranty/Service Obligations. [*] warranty obligations for products
sold or shipped [*] to service such warranty obligations [*] for a period of [*]
as follows:

         (i)      [*] of warranty expense;

         (ii)     [*] of expense [*]; and

         (iii)    [*], and [*] shall have the rights and be subject to the
                  limitations set forth in Article 12 with respect thereto.

         [*] shall keep records with respect to the warranty expense. [*] shall
at its own expense have a right, through an independent certified public
accountant selected by the [*], to examine and audit, not more than once each
fiscal year, and during normal business hours and upon prior reasonable notice,
all such records and accounts as may, under recognized accounting practices,
contain information bearing upon the amount of warranty payment due to [*] from
[*] under this Agreement.

         If the [*] calculation of warranty expense differs from [*]
calculation, the [*] may, at its option, deliver a notice to [*] disputing [*]
calculation (a "Challenge Notice") at any time, but in no event more than ninety
(90) days after the close of a calendar year with respect to warranty expense
accrued during that calendar year. If a Challenge Notice is delivered to [*]
pursuant to the preceding sentence, Company and Buyer shall, during the thirty
(30) days following such delivery, use all commercially reasonable efforts to
reach agreement. If during such period the Company and Buyer are unable to agree
regarding the disputed calculation, the Company and Buyer shall promptly
thereafter select an Accounting Referee (as hereinafter defined) and cause such
Accounting Referee to promptly review this Agreement, any related agreements,
all such records and accounts as may, under recognized accounting practices,
contain information bearing upon the amount of warranty expense paid by [*] to
[*] under this Agreement and the respective parties' disputed calculations. The
Accounting Referee shall deliver to the Company and Buyer as promptly as
practicable a report setting forth the Accounting Referee's calculation. Such
report shall be final and binding upon Company and Buyer. The cost of such
report shall be borne by (i) [*] if the Accounting Referee's calculation changes
warranty expense by less than five percent (5%) of the warranty expense stated
in the disputed statement(s); or (ii) the [*] if the Accounting Referee's
calculation changes warranty expense by greater than five percent (5%) of

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                        5

<PAGE>
the warranty expense stated in the disputed statement(s). The "Accounting
Referee" shall mean a reputable firm of independent auditors of national
standing other than the auditors of the Buyer, at or prior to the Closing Date.
In any event, adjustment shall be made to compensate for any errors or omission
disclosed by Accounting Referee's report.

         Within fifteen (15) days after the end of each month, [*] shall furnish
[*] a statement signed by a duly authorized officer of [*] showing all warranty
expense incurred during said month. The warranty expense payable to [*] shall be
paid within thirty (30) days after receipt of above statement.

                                    ARTICLE 3
                            ASSUMPTION OF LIABILITIES

3.1      Liabilities to be Assumed. As used in this Agreement, the term
         "Liability" shall mean and include any direct or indirect indebtedness,
         guaranty, endorsement, claim, loss, damage, deficiency, cost, expense,
         obligation or responsibility, fixed or unfixed, known or unknown,
         asserted or unasserted, liquidated or unliquidated, secured or
         unsecured. Subject to the terms and conditions of this Agreement, on
         the Closing Date, Buyer shall assume and agree to perform and discharge
         the following, and only the following, Liabilities of Company
         (collectively the "Assumed Liabilities"):

         3.1(a)   Contractual Liabilities. Company's Liabilities arising from
                  and after the Closing Date under and pursuant to the Assumed
                  Contracts.

         3.1(b)   Liabilities Under Permits and Licenses. Company's Liabilities
                  arising from and after the Closing Date under any permits or
                  licenses listed in Schedule 5.8(b) of the Disclosure Schedule
                  and assigned to Buyer at the Closing.

         3.1(c)   Taxes Arising from Transaction. Any United States, foreign,
                  state or other taxes applicable to, imposed upon or arising
                  out of the sale or transfer of the Purchased Assets to Buyer
                  and the other transactions contemplated by this Agreement,
                  including but not limited to any transfer, sales, use, gross
                  receipts or documentary stamp taxes.

3.2      Liabilities Not to be Assumed. Except as and to the extent specifically
         set forth in Section 3.1, Buyer is not assuming any Liabilities of
         Company and all such Liabilities shall be and remain the responsibility
         of Company including, without limitation, the following.

         3.2(a)   Accounts Payable. All outstanding accounts payable related to
                  the Business as of the Closing.

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                        6

<PAGE>

         3.2(b)   Income and Franchise Taxes. Any Liability of Company for
                  Federal income taxes and any state or local income, profit or
                  franchise taxes (and any penalties or interest due on account
                  thereof).

         3.2(c)   [*]. All obligations with respect to [*].

         3.2(d)   Liabilities to Affiliates. Liabilities of Company to its
                  present or former Affiliates, except obligations for
                  compensation for services rendered as an employee of the
                  Business pursuant to plans or practices disclosed in the
                  Disclosure Schedule.

                                    ARTICLE 4
                                 PURCHASE PRICE

         The aggregate purchase price (the "Purchase Price") for the Purchased
Assets shall be as follows:

         4.1      Cash. The sum of up to Thirty-Eight Million Seven Hundred
                  Fifty Thousand and no/100 Dollars ($38,750,000.00) to be paid
                  as follows:

         4.1(a)   The sum of Thirty-Eight Million and no/100 Dollars
                  ($38,000,000.00) by wire transfer on the Closing Date; and

         4.1(b)   The sum of Seven Hundred Fifty Thousand and no/100 Dollars
                  ($750,000.00) to be deposited into an escrow account pursuant
                  to an Escrow Agreement attached hereto as Exhibit F (the
                  "Escrow Agreement") and shall be paid upon the earlier of (i)
                  June 29, 2003, or (ii) a date on which Buyer is satisfied in
                  good faith that all of the transition and integration issues
                  related to the Business by Company to Buyer have been
                  completed. Buyer shall be entitled to offset any amounts
                  payable hereunder as set forth in Article 12 below.

4.2      Royalties. In addition, the Company shall be entitled to receive
         certain royalties as set forth in the Patent Assignment and
         Cross-License and Trademark License Agreement.

4.3      Other Payments and Adjustments. The amount of wages and other
         remuneration due in respect of periods to and including the Closing to
         employees of the Business and the amount of bonuses due to such
         employees for all such periods will be paid by Company directly to such
         employees.

4.4      Allocation of Purchase Price. The aggregate Purchase Price (including
         the assumption by Buyer of the Assumed Liabilities) shall be allocated
         among the Purchased Assets for tax purposes based upon an appraisal
         conducted by a third-party valuation firm retained by Buyer as soon as
         reasonably practicable after the Closing Date. The parties will work
         together in good faith toward an agreed-upon valuation. Company and
         Buyer will follow

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                        7

<PAGE>

         and use such allocation in all income, sales registration and other tax
         returns, filings or other related reports made by them to any
         governmental agencies. Buyer shall not revalue the parties' agreed-upon
         valuation for its own purposes without the Company's consent. To the
         extent that disclosures of this allocation are required to be made by
         the parties to the Internal Revenue Service ("IRS") under the
         provisions of Section 1060 of the Internal Revenue Code of 1986, as
         amended (the "Code") or any regulations thereunder, Buyer and Company
         will disclose such reports to the other prior to filing with the IRS.

                                    ARTICLE 5
                    REPRESENTATIONS AND WARRANTIES OF COMPANY

         Company makes the following representations and warranties to Buyer,
each of which is true and correct on the date hereof, shall remain true and
correct to and including the Closing Date, shall be unaffected by any
investigation heretofore or hereafter made by Buyer, or any knowledge of Buyer
other than as specifically disclosed in the Disclosure Schedule delivered to
Buyer at the time of the execution of this Agreement, and shall survive the
Closing of the transactions provided for herein.

5.1      Corporate.

         5.1(a)   Organization. Company is a corporation duly organized, validly
                  existing and in good standing under the laws of the State of
                  California.

         5.1(b)   Corporate Power. Company has all requisite corporate power and
                  authority to own, operate and lease its properties, to carry
                  on its business as and where such is now being conducted, to
                  enter into this Agreement and the other documents and
                  instruments to be executed and delivered by Company pursuant
                  hereto and to carry out the transactions contemplated hereby
                  and thereby.

         5.1(c)   Qualification. Company is duly licensed or qualified to do
                  business as a foreign corporation in the State of Colorado and
                  is in good standing in each jurisdiction wherein the character
                  of its properties which are Purchased Assets or the nature of
                  the Business makes such licensing or qualification necessary,
                  and where the failure to be so qualified and licensed would
                  have a material adverse effect on the Business; such
                  jurisdictions are listed in Schedule 5.1(c) of the Disclosure
                  Schedule.

         5.1(d)   No Subsidiaries. No portion of the Business is conducted by
                  the Company by means of any subsidiary or any other interest
                  in any corporation, partnership or other entity, except as set
                  forth in Schedule 5.1(d) of the Disclosure Schedule.

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                        8

<PAGE>

         5.1(e)   Authority. The execution and delivery of this Agreement and
                  the other documents and instruments to be executed and
                  delivered by Company pursuant hereto and the consummation of
                  the transactions contemplated hereby and thereby have been
                  duly authorized by the Board of Directors of Company. No other
                  or further corporate act or proceeding on the part of Company
                  or its shareholders is necessary to authorize this Agreement
                  or the other documents and instruments to be executed and
                  delivered by Company pursuant hereto or the consummation of
                  the transactions contemplated hereby and thereby, and it is
                  not intended that Company be dissolved or its remaining
                  operations terminated. This Agreement constitutes, and when
                  executed and delivered, the other documents and instruments to
                  be executed and delivered by Company pursuant hereto will
                  constitute, valid binding agreements of Company, enforceable
                  in accordance with their respective terms, except as such may
                  be limited by bankruptcy, insolvency, reorganization or other
                  laws affecting creditors' rights generally, and by general
                  equitable principles.

         5.1(f)   No Violation. Except as set forth on Schedule 5.1(f) of the
                  Disclosure Schedule, neither the execution and delivery of
                  this Agreement or the other documents and instruments to be
                  executed and delivered by Company pursuant hereto, nor the
                  consummation by Company of the transactions contemplated
                  hereby and thereby (a) will violate any statute or law or any
                  rule, regulation, order, writ, injunction or decree of any
                  court or governmental authority, (b) will require any
                  authorization, consent, approval, exemption or other action by
                  or notice to any court, administrative or governmental agency,
                  instrumentality, commission, authority, board or body, or (c)
                  subject to obtaining the consents referred to in Schedule
                  5.1(f) of the Disclosure Schedule, will violate or conflict
                  with, or constitute a default (or an event which, with notice
                  or lapse of time, or both, would constitute a default) under,
                  or will result in the termination of, or accelerate the
                  performance required by, or result in the creation of any Lien
                  (as defined in Section 5.9(a)), upon any of the Purchase
                  Assets of Company under, any term or provision of the Articles
                  of Incorporation or By-laws of Company or of any contract,
                  commitment, understanding, arrangement, agreement or
                  restriction of any kind or character to which Company is a
                  party or by which Company or any of its assets or properties
                  may be bound or affected.

5.2      Business Financial Report. Included as Schedule 5.2 of the Disclosure
         Schedule are the statements of income and expense of the Business for
         the seven quarters ended December 31, 2002 (the "Business Financial
         Report"). The Business Financial Report is prepared from and consistent
         in all respects with financial reports prepared and used by the Company
         in the ordinary course in managing its business and measuring and
         reporting its operating results; have been prepared in accordance with
         the books and records of the Company; and fairly present the results of
         operations of the Business as of the dates and for the periods
         indicated.

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                        9

<PAGE>

5.3      Tax Matters. Except as set forth on Schedule 5.3 of the Disclosure
         Schedule: (i) all state, foreign, county, local and other tax returns
         relating primarily to the Business or the Purchased Assets, or required
         to be filed by or on behalf of Company in any jurisdiction required to
         be listed in Schedule 5.1(c) of the Disclosure Schedule or any
         political subdivision thereof, have been timely filed and the taxes
         paid or adequately accrued; (ii) Company has duly withheld and paid all
         taxes which it is required to withhold and pay relating to salaries and
         other compensation heretofore paid to the employees of the Business;
         and (iii) Company has not received any notice of underpayment of taxes
         or other deficiency which has not been paid and there are outstanding
         no agreements or waivers extending the statutory period of limitations
         applicable to any tax return or report relating primarily to the
         Business or the Purchased Assets, or required to have been filed by
         Company in any jurisdiction required to be listed in Schedule 5.1(c) of
         the Disclosure Schedule or any political subdivision thereof.

5.4      Inventory. The Inventory of the Business which is located in the State
         of Oregon consists of a quality and quantity usable and saleable in the
         ordinary course of business. Except as set forth in Schedule 5.4 of the
         Disclosure Schedule, all Inventory of the Business is located on
         premises owned or leased by Company or on consignment with customers
         which premises, leaseholds, or consignments thereof constitute
         Purchased Assets pursuant to this Agreement. All work-in-process
         contained in Inventory constitutes items in process of production
         pursuant to contracts or open orders taken in the ordinary course of
         business, from regular customers of the Business with no recent history
         of credit problems with respect to Company; neither Company nor any
         such customer is in material breach of the terms of any obligation to
         the other, and no valid grounds exist for any set-off of amounts
         billable to such customers on the completion of orders to which
         work-in-process relates. All work-in-process is of a quality ordinarily
         produced in accordance with the requirements of the orders to which
         such work-in-process is identified, and will require no rework with
         respect to services performed prior to Closing.

5.5      Absence of Certain Changes. Except as and to the extent set forth in
         Schedule 5.5 of the Disclosure Schedule, since December 31, 2002, there
         has not been:

         5.5(a)   Any Adverse Change. Any adverse change in the financial
                  condition, assets, Liabilities, business, prospects or
                  operations of the Business;

         5.5(b)   Any Damage. Any loss, damage or destruction, whether covered
                  by insurance or not, in connection with or reasonably related
                  to the Business or the Purchased Assets;

         5.5(c)   Any Increase in Compensation. Any increase in the
                  compensation, salaries or wages payable or to become payable
                  to any employee or agent of Company who is employed in the
                  Business or whose compensation is reflected in the Business
                  Financial Statements (including, without limitation, any
                  increase or change pursuant to any bonus, pension, profit
                  sharing, retirement or other plan or commitment), or any bonus
                  or other employee benefit granted, made or accrued as it
                  pertains to the Affected Employees;

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                       10

<PAGE>

         5.5(d)   Any Labor Disputes. Any labor dispute or disturbance, other
                  than routine individual grievances which are not material to
                  the financial condition or results of operations of the
                  Business;

         5.5(e)   Any Commitments. Any commitment or transaction by Company in
                  connection with or affecting the Business (including, without
                  limitation, any borrowing or capital expenditure) other than
                  in the ordinary course of business consistent with past
                  practice;

         5.5(f)   Any Disposition of Property. Any sale, lease or other transfer
                  or disposition of any properties or assets of Company that are
                  Purchased Assets (or would have been Purchased Assets had no
                  sale, lease, transfer or disposition occurred), except for the
                  sale of inventory items in the ordinary course of business;

         5.5(g)   Any Indebtedness. Except as set forth on Schedule 5.5(g) to
                  the Disclosure Schedule, any indebtedness for borrowed money
                  incurred, assumed or guaranteed by Company in connection with
                  the Business or Purchased Assets;

         5.5(h)   Any Liens. Any Lien made on any of the properties or assets of
                  Company that are Purchased Assets (or would become Purchased
                  Assets if not sold, leased, transferred or disposed of prior
                  to the Closing Date);

         5.5(i)   Any Amendment of Contracts. Any entering into, amendment or
                  termination by Company of any contract in connection with or
                  affecting the Business, or any waiver of material rights
                  thereunder, other than in the ordinary course of business;

         5.5(j)   Any Loans and Advances. Any loan or advance by the Business
                  (other than advances to employees in the ordinary course of
                  business for travel and entertainment in accordance with past
                  practice);

         5.5(k)   Any Credit. Other than as set forth in Schedule 5.11(h) of the
                  Disclosure Schedule, any grant of credit to any customer of
                  the Business or distributor of its products on terms or in
                  amounts more favorable than those which have been extended to
                  such customer or distributor in the past, any other change in
                  the terms of any credit heretofore extended, or any other
                  change of Company's policies or practices with respect to the
                  granting of credit in connection with the Business; or

         5.5(l)   Any Unusual Events. Any other event or condition not in the
                  ordinary course of Company's operation of the Business which
                  would have a material adverse effect on the Business.

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                       11

<PAGE>

5.6      Absence of Undisclosed Liabilities. Except as and to the extent
         specifically disclosed in the Business Financial Report or in Schedule
         5.6 of the Disclosure Schedule, to the best of the Company's knowledge,
         the Business does not have any liabilities, other than commercial
         liabilities and obligations incurred since the date of the Business
         Financial Report in the ordinary course of business and consistent with
         past practice and none of which has or will have a material adverse
         effect on the financial condition or results of operations of the
         Business by Buyer after the Closing. Except as and to the extent
         described in the Business Financial Report or in Schedule 5.6 of the
         Disclosure Schedule, Company has no knowledge of any basis for the
         assertion against Company of any material liability in connection with
         or affecting the Business or the Purchased Assets, except commercial
         liabilities and obligations incurred in the ordinary course of the
         Business and consistent with past practice.

5.7      No Litigation. Except as set forth in Schedule 5.7 of the Disclosure
         Schedule, there is no action, suit, arbitration proceeding,
         investigation or inquiry pending or threatened against Company or its
         directors (in such capacity) that questions the validity of this
         Agreement and the transactions contemplated hereby or reasonably
         relates to the Business, the Purchased Assets or the Assumed
         Liabilities, nor does Company know, or have grounds to know, of any
         basis for any such proceedings, investigations or inquiries which would
         have a material adverse effect on the same. Schedule 5.7 of the
         Disclosure Schedule also identifies all such actions, suits,
         proceedings, investigations and inquiries to which Company or any of
         its directors have been parties since December 31, 2002, related to the
         Business. Except as set forth in Schedule 5.7 of the Disclosure
         Schedule, neither Company as related to the Purchased Assets, the
         Purchased Assets, nor the Assumed Liabilities is subject to any
         judgment, order, writ or injunction of any court, arbitrator or
         federal, state, foreign, municipal or other governmental department,
         commission, board, bureau, agency or instrumentality.

5.8      Compliance With Laws. With respect to the following representations
         5.8(a), 5.8(b), and 5.8(c), the Company makes no representations
         regarding these matters with respect to the operations of MOLL
         Industries.

         5.8(a)   Compliance. Except as set forth in Schedule 5.8(a) of the
                  Disclosure Schedule, to the best of the Company's knowledge,
                  the Business (including each and all of its operations,
                  practices, properties and assets) is in material compliance
                  with all applicable federal, state, local and foreign laws,
                  ordinances, orders, rules and regulations (collectively,
                  "Laws"), including, without limitation, those applicable to
                  discrimination in employment, occupational safety and health,
                  trade practices, competition and pricing, product warranties,
                  zoning, building and sanitation, employment, retirement and
                  labor relations, product advertising and the Environmental
                  Laws as hereinafter defined. Except as set forth in Schedule
                  5.8(a) of the Disclosure Schedule, Company has not received
                  notice of any violation or alleged violation of, and is
                  subject to no Liability for past or continuing violation of,
                  any Laws with respect to the operations of the Business, the
                  result of which would have a material adverse effect on the
                  Business. All reports and returns

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

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                  required to be filed by Company with any governmental
                  authority have been filed, and were accurate and complete when
                  filed. Without limiting the generality of the foregoing:

                  (i)      To the best of the Company's knowledge, the operation
                           of the Business as it is now conducted does not, nor
                           does any condition existing at any of the Business
                           facilities, in any manner constitute a material
                           nuisance or other tortious interference with the
                           rights of any person or persons in such a manner as
                           to give rise to or constitute the grounds for a suit,
                           action, claim or demand by any such person or persons
                           seeking compensation or damages or seeking to
                           restrain, enjoin or otherwise prohibit any aspect of
                           the conduct of the Business or the manner in which it
                           is now conducted.

                  (ii)     Company has made all required payments to its
                           unemployment compensation reserve accounts with the
                           appropriate governmental departments of the states
                           where it is required to maintain such accounts with
                           respect to the operations of the Business, and each
                           of such accounts has a positive balance.

         5.8(b)   Licenses and Permits. To the best of the Company's knowledge,
                  Company has all licenses, permits, approvals, authorizations
                  and consents of all governmental and regulatory authorities
                  and all certification organizations required for the conduct
                  of the Business and the operation of the Facilities. All such
                  licenses, permits, approvals, authorizations and consents are
                  described in Schedule 5.8(b) of the Disclosure Schedule, are
                  in full force and effect and are assignable to Buyer in
                  accordance with the terms hereof. Except as set forth in
                  Schedule 5.8(b) of the Disclosure Schedule, the Business
                  (including its operations, properties and assets) is and has
                  been in material compliance with all such permits and
                  licenses, approvals, authorizations and consents.

         5.8(c)   Environmental Matters. The applicable Laws relating to
                  pollution or protection of the environment, including Laws
                  relating to emissions, discharges, generation, storage,
                  releases or threatened releases of pollutants, contaminants,
                  chemicals or industrial, toxic, hazardous or petroleum or
                  petroleum-based substances or wastes (collectively, "Waste")
                  into the environment (including, without limitation, ambient
                  air, surface water, ground water, land surface or subsurface
                  strata) or otherwise relating to the manufacture, processing,
                  distribution, use, treatment, storage, disposal, transport or
                  handling of Waste including, without limitation, the Clean
                  Water Act, the Clean Air Act, the Resource Conservation and
                  Recovery Act, the Toxic Substances Control Act and the
                  Comprehensive Environmental Response Compensation Liability
                  Act ("CERCLA"), as amended, and their state and local
                  counterparts are herein collectively referred to as the
                  "Environmental Laws". Without limiting the generality of the
                  foregoing

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

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                  provisions of this Section 5.8, to the best of the Company's
                  knowledge, the Business is in full compliance with all other
                  material limitations, restrictions, conditions, standards,
                  prohibitions, requirements, obligations, schedules and
                  timetables contained in the Environmental Laws or contained in
                  any regulations, code, plan, order, decree, judgment,
                  injunction, notice or demand letter issued, entered,
                  promulgated or approved thereunder. Except as set forth in
                  Schedule 5.8(c) of the Disclosure Schedule, there is no civil,
                  criminal or administrative action, suit, demand, claim,
                  hearing, notice of violation, investigation, proceeding,
                  notice or demand letter pending or threatened against Company
                  with respect to the Business relating in any way to the
                  Environmental Laws or any regulation, code, plan, order,
                  decree, judgment, injunction, notice or demand letter issued,
                  entered, promulgated or approved thereunder. Except as set
                  forth in Schedule 5.8(c) of the Disclosure Schedule, to the
                  best of the Company's knowledge, there are no past or present
                  (or, to the best of Company's knowledge, future) events,
                  conditions, circumstances, activities, practices, incidents,
                  actions, omissions or plans which may interfere with or
                  prevent compliance or continued compliance with the
                  Environmental Laws or with any regulation, code, plan, order,
                  decree, judgment, injunction, notice or demand letter issued,
                  entered, promulgated or approved thereunder, or which may give
                  rise to any liability, including, without limitation,
                  liability under CERCLA or similar state or local Laws, or
                  otherwise form the basis of any claim, action, demand, suit,
                  proceeding, hearing, notice of violation, study or
                  investigation, based on or related to the manufacture,
                  processing, distribution, use, treatment, storage, disposal,
                  transport or handling, or the emission, discharge, release or
                  threatened release into the environment, of any Waste. To the
                  best of Company's knowledge, no portion of any of the Leased
                  Real Property has been used as a landfill or for storage or
                  landfill of hazardous or toxic materials.

5.9      Title to and Condition of Properties.

         5.9(a)   Marketable Title. Company has good and marketable title to all
                  the Purchased Assets, free and clear of all mortgages, liens
                  (statutory or otherwise), security interests, claims, pledges,
                  licenses, equities, options, conditional sales contracts,
                  assessments, levies, easements, covenants, reservations,
                  restrictions, rights-of-way, exceptions, limitations, charges
                  or encumbrances of any nature whatsoever (collectively,
                  "Liens") except those described in Schedule 5.9(a) of the
                  Disclosure Schedule; and, in the case of real property, Liens
                  for taxes not yet due or which are being contested in good
                  faith by appropriate proceedings (and which have been
                  sufficiently accrued or reserved against in the Business
                  Financial Report), municipal and zoning ordinances and
                  easements for public utilities, none of which interfere with
                  the use of the property as currently utilized ("Permitted Real
                  Property Liens"). None of the Purchased Assets are subject to
                  any restrictions with respect to the transferability thereof.
                  Company has complete and unrestricted power and right to sell,
                  assign, convey and deliver the Purchased Assets to Buyer as

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                       14
<PAGE>

                  contemplated hereby. At Closing, Buyer will receive good and
                  marketable title to all the Purchased Assets, free and clear
                  of all Liens of any nature whatsoever except those described
                  in Schedule 5.9(a) of the Disclosure Schedule and Permitted
                  Real Property Liens which Buyer has agreed to assume.

         5.9(b)   Condition. All tangible assets (real and personal)
                  constituting Purchased Assets hereunder are in good operating
                  condition and repair, free from any defects (except such minor
                  defects as do not interfere with the use thereof in the
                  conduct of the normal operations of Company), and, to the best
                  of Company's knowledge, have been maintained consistent with
                  the standards generally followed in the industry and are
                  sufficient to carry on the business of Company as conducted
                  during the preceding 12 months. All buildings, plants and
                  other structures owned or otherwise utilized by Company in
                  operating the Business are in good condition and repair and
                  have no structural defects or defects affecting the plumbing,
                  electrical, sewerage, or heating, ventilating or air
                  conditioning systems.

         5.9(c)   Real Property. Company does not own any real property in
                  connection with the Business. Schedule 1.2(a) of the
                  Disclosure Schedule sets forth all Leased Real Property used
                  or occupied by Company in operating the Business. To the best
                  of the Company's knowledge, there are now in full force and
                  effect duly issued certificates of occupancy permitting the
                  Leased Real Property and improvements located thereon to be
                  legally used and occupied as the same are now constituted. To
                  the best of the Company's knowledge, all of the Leased Real
                  Property has permanent rights of access to dedicated public
                  highways. To the best of the Company's knowledge, no fact or
                  condition exists which would prohibit or adversely affect the
                  ordinary rights of access to and from the Leased Real Property
                  from and to the existing highways and roads and there is no
                  pending or threatened restriction or denial, governmental or
                  otherwise, upon such ingress and egress. To the best of the
                  Company's knowledge, there is not (i) any claim of adverse
                  possession or prescriptive rights involving any of the Leased
                  Real Property, (ii) any structure located on any Leased Real
                  Property which encroaches on or over the boundaries of
                  neighboring or adjacent properties or (iii) any structure of
                  any other party which encroaches on or over the boundaries of
                  any of such Leased Real Property. To the best of Company's
                  knowledge, none of the Leased Real Property is located in a
                  flood plain, flood hazard area, wetland or lakeshore erosion
                  area within the meaning of any Law. To the best of the
                  Company's knowledge, no public improvements have been
                  commenced and none are planned which in either case may result
                  in special assessments against or otherwise materially
                  adversely affect any Leased Real Property. Company has no
                  notice or knowledge of any (i) planned or proposed increase in
                  assessed valuations of any Leased Real Property, (ii)
                  governmental agency or court order requiring repair,
                  alteration, or correction of any existing condition

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

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<PAGE>

                  affecting any Leased Real Property or the systems or
                  improvements thereat, (iii) condition or defect which could
                  give rise to an order of the sort referred to in "(ii)" above,
                  or (iv) underground storage tanks, or any structural,
                  mechanical, or other defects of material significance
                  affecting any Leased Real Property or the systems or
                  improvements thereat (including, but not limited to,
                  inadequacy for normal use of mechanical systems or disposal or
                  water systems at or serving the Leased Real Property).

         5.9(d)   No Condemnation or Expropriation. Neither the whole nor any
                  portion of the Purchased Assets is subject to any governmental
                  decree or order to be sold or is being condemned, expropriated
                  or otherwise taken by any public authority with or without
                  payment of compensation therefor, nor to the best of Company's
                  knowledge has any such condemnation, expropriation or taking
                  been proposed.

5.10     Insurance. Set forth in Schedule 5.10 of the Disclosure Schedule is a
         complete and accurate list and description of all policies of fire,
         liability, product liability, workers compensation, health and other
         forms of insurance presently in effect with respect to the Business or
         the Purchased Assets. Schedule 5.10 of the Disclosure Schedule
         includes, without limitation, the carrier, the description of coverage,
         the limits of coverage, retention or deductible amounts, amount of
         annual premiums, date of expiration, and any pending claims in excess
         of $100,000.00. All such policies are valid, outstanding and
         enforceable policies and provide insurance coverage for the Business
         and its associated properties of the kinds, in the amounts and against
         the risks customarily maintained by organizations similarly situated.
         Schedule 5.10 of the Disclosure Schedule indicates each policy as to
         which (a) the coverage limit has been reached or (b) the total incurred
         losses to date equal 75% or more of the coverage limit. No notice of
         cancellation or termination has been received with respect to any such
         policy, and Company has no knowledge of any act or omission of Company
         which could result in cancellation of any such policy prior to its
         scheduled expiration date. Company has not been refused any insurance
         with respect to any aspect of the operations of the Business nor has
         its coverage been limited by any insurance carrier to which it has
         applied for insurance or with which it has carried insurance during the
         last three years. Company has duly and timely made all claims it has
         been entitled to make under each policy of insurance. There is no claim
         by Company pending under any such policies as to which coverage has
         been questioned, denied or disputed by the underwriters of such
         policies, and Company knows of no basis for denial of any claim under
         any such policy.

5.11     Contracts and Commitments.

         5.11(a)  Real Property Leases. Except as set forth in Schedule 1.2(a)
                  of the Disclosure Schedule, Company has no leases of real
                  property used or held for use in connection with the Business
                  or the Purchased Assets.

         5.11(b)  Personal Property Leases. Company has no leases of personal
                  property used or held for use in connection with the Business
                  or the Purchased Assets

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

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<PAGE>

                  involving consideration or other expenditure in excess of
                  $25,000.00 or involving performance over a period of more than
                  twelve (12) months.

         5.11(c)  Purchase Commitments. Except with respect to Moll Industries
                  or as set forth on Schedule 5.11(c) of the Disclosure
                  Schedule, Company has no purchase commitments for inventory
                  items or supplies in connection with the Business in excess of
                  twelve (12) months normal usage, or which exceed an aggregate
                  of $100,000.00.

         5.11(d)  Sales Commitments. Except as set forth on Schedule 5.11(d) of
                  the Disclosure Schedule, Company has no sales contracts or
                  commitments to customers or distributors in connection with or
                  affecting the Business or the Purchased Assets which aggregate
                  in excess of $100,000.00 to any one customer or distributor
                  (or group of affiliated customers or distributors) except for
                  purchase orders taken in the ordinary course of business.
                  Company has no sales contracts or commitments in connection
                  with or affecting the Business or the Purchased Assets except
                  those made in the ordinary course of business, at arm's
                  length, and no such contracts or commitments are for a sales
                  price which would result in a material loss to the Business.

         5.11(e)  Contracts With Affiliates and Certain Others. Except as set
                  forth on Schedule 5.11(e) of the Disclosure Schedule, Company
                  has no agreement, understanding, contract or commitment
                  (written or oral) in connection with or affecting the Business
                  or the Purchased Assets with any Affiliate or any other
                  officer, employee, agent, consultant, distributor or dealer
                  that is not cancelable by Company on notice of not longer than
                  30 days without liability, penalty or premium of any nature or
                  kind whatsoever.

         5.11(f)  Powers of Attorney. Except as set forth on Schedule 5.11(f) of
                  the Disclosure Schedule, the Company has not given a power of
                  attorney, which is currently in effect, to any person, firm or
                  corporation for any purpose whatsoever in connection with or
                  reasonably related to the Business or the Purchased Assets.

         5.11(g)  Collective Bargaining Agreements. Except as set forth in
                  Schedule 5.11(g) of the Disclosure Schedule, Company is not a
                  party to any collective bargaining agreements with any unions,
                  guilds, shop committees or other collective bargaining groups
                  representing or purporting to represent employees of the
                  Business. Copies of all such agreements have heretofore been
                  delivered to Buyer.

         5.11(h)  Loan Agreements. Except as set forth in Schedule 5.11(h) of
                  the Disclosure Schedule, Company is not obligated under any
                  loan agreement, promissory note, letter of credit, or other
                  evidence of indebtedness as a signatory, guarantor or
                  otherwise, which obligation constitutes or gives rise or could
                  by

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

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<PAGE>

                  its terms, through the giving of notice or any other events
                  short of judgment by a court, give rise to a lien against any
                  Purchased Asset.

         5.11(i)  Guarantees. Except as disclosed on Schedule 5.11(i) of the
                  Disclosure Schedule, Company has not guaranteed the payment or
                  performance of any person, firm or corporation, agreed to
                  indemnify any person or act as a surety, or otherwise agreed
                  to be contingently or secondarily liable for the obligations
                  of any person, in connection with the Business or reasonably
                  related to the Business or the Purchased Assets.

         5.11(j)  Contracts Subject to Renegotiation. Company is not a party to
                  any contract with any governmental body which is subject to
                  renegotiation in connection with or reasonably related to the
                  Business or the Purchased Assets.

         5.11(k)  Restrictive Agreements. Except as set forth on Schedule
                  5.11(k) of the Disclosure Schedule, Company is not a party to
                  nor is it bound by any agreement requiring Company to assign
                  any interest in any trade secret or proprietary information
                  constituting Purchased Assets hereunder, or prohibiting or
                  restricting Company in its operation of the Business from
                  competing in any business or geographical area or soliciting
                  customers or otherwise restricting it from carrying on the
                  Business anywhere in the world.

         5.11(l)  Other Material Contracts. Company has no lease, contract or
                  commitment of any nature affecting the Business and involving
                  consideration or other expenditure in excess of $100,000.00,
                  or involving performance over a period of more than twelve
                  (12) months, or which is otherwise individually material to
                  the operations of the Business, except for purchase orders
                  taken in the ordinary course of business and except as
                  explicitly described in Schedule 5.11(l) or in any other
                  Schedule of the Disclosure Schedule.

         5.11(m)  No Default. Except as set forth on Schedule 5.11(m) of the
                  Disclosure Schedule, Company is not in default under any
                  lease, contract or commitment in its operation of the
                  Business, nor has any event or omission occurred which through
                  the passage of time or the giving of notice, or both, would
                  constitute a default thereunder and which would cause a
                  material adverse effect on the Business or cause the
                  acceleration of any of Company's obligations or result in the
                  creation of any Lien on any Purchased Asset. No third party is
                  in default under any such lease, contract or commitment to
                  which Company is a party, nor has any event or omission
                  occurred which, through the passage of time or the giving of
                  notice, or both, would constitute a default thereunder, or
                  give rise to an automatic termination, or the right of
                  discretionary termination thereof.

5.12     Labor Matters. Except as set forth in Schedule 5.12 of the Disclosure
         Schedule, within the last five years Company has not experienced any
         labor disputes, union organization

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

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<PAGE>

         attempts or any work stoppage due to labor disagreements in connection
         with the Business. In its operation of the Business, except to the
         extent set forth in Schedule 5.12 of the Disclosure Schedule, (a)
         Company is in compliance with all applicable laws respecting employment
         and employment practices, terms and conditions of employment and wages
         and hours, and is not engaged in any unfair labor practice; (b) there
         is no unfair labor practice charge or complaint against Company pending
         or threatened; (c) there is no labor strike, dispute, request for
         representation, slowdown or stoppage actually pending or threatened
         against or affecting Company nor any secondary boycott with respect to
         products of the Business; (d) no question concerning representation has
         been raised or is threatened respecting the employees of the Business;
         (e) no grievance which might have a material adverse effect on the
         Business, nor any arbitration proceeding arising out of or under
         collective bargaining agreements, is pending and no such claim therefor
         exists; and (f) there are no administrative charges or court complaints
         against Company concerning alleged employment discrimination or other
         employment related matters pending or threatened before the U.S. Equal
         Employment Opportunity Commission or any state or federal court or
         agency.

5.13     Employee Benefit Plans. All of the accrued obligations of Company,
         whether arising by operation of law, by contract or by past custom, for
         payments by it to trust or other funds or any governmental agency with
         respect to unemployment compensation benefits, social security
         benefits, or any other benefits for employees of the Business
         ("Business Employees") shall have been paid prior to Closing or, if due
         after Closing, shall be paid when due under applicable laws,
         regulations, or provisions of benefit plans or policies as the case may
         be. All accrued vacation benefits payable to Business Employees shall
         have been paid prior to or contemporaneously with Closing. All other
         accrued benefits or contributions, and all other reasonably anticipated
         obligations of Company, whether arising by operation of law, by
         contract or by past custom, for holiday pay, bonuses or other forms of
         compensation or benefits which are and may become payable to Business
         Employees shall be paid in accordance with the provisions of applicable
         laws, regulations, benefit plans or policies, as the case may be.
         Except as set forth in the Transition Services Agreement and except as
         set forth in Schedule 5.13 of the Disclosure Schedule, in no event
         shall Buyer assume or be responsible for past or future obligations of
         Company to any employee, including any obligations to pay salary,
         benefits, severance pay, vacation pay, or other benefits to any
         employee, regardless of whether such employees are hired by Buyer;
         provided, however, that with respect to those employees listed in
         Schedule 7.1, Buyer agrees to extend to the employee the same severance
         benefits that the employee had at the Company (regardless of whether
         Buyer hires such Employees), and the employees shall be given credit
         for years of service in determining the applicable amount of vacation
         they are entitled to under Buyer's vacation policy.

5.14     Employment Compensation. Schedule 5.14 of the Disclosure Schedule
         contains a true and correct list of all Business Employees to whom the
         Company is paying compensation for services rendered or otherwise; and
         in the case of salaried employees such list identifies the current
         annual rate of compensation for each employee and in the case of hourly
         or commission employees identifies certain reasonable ranges of rates
         and the number of employees falling within each such range.

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

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<PAGE>

5.15     Trade Rights. Schedule 5.15 of the Disclosure Schedule lists all Trade
         Rights of the type described in Section 1.2(d) which are or were used,
         held for use, or acquired or developed for use in the Business, or
         developed in the course of conducting the Business or by persons
         employed in the Business, specifying whether such Trade Rights are
         owned, controlled, used or held (under license or otherwise) by
         Company, and also indicating which of such Trade Rights are registered.
         All Trade Rights shown as registered in Schedule 5.15 of the Disclosure
         Schedule have been properly registered, all pending registrations and
         applications have been properly made and filed and all annuity,
         maintenance, renewal and other fees relating to registrations or
         applications are current. To our knowledge, the Purchased Trade Rights
         and the rights acquired by Buyer pursuant to the Patent Assignment and
         Cross-License and Trademark License Agreement provide Buyer with all of
         the Trade Rights necessary in order to conduct the Business as such is
         currently being conducted. To our knowledge, Company is not infringing
         and has not infringed any Trade Rights of another in the operation of
         the Business, nor is any other person infringing the Trade Rights of
         Company. Company has not granted any license or made any assignment of
         any Trade Right listed on Schedule 5.15 of the Disclosure Schedule, nor
         does Company pay any royalties or other consideration for the right to
         use any Trade Rights of others. There are no inquiries, investigations
         or claims or litigation challenging or threatening to challenge
         Company's right, title and interest with respect to its continued use
         and right to preclude others from using any Trade Rights of Company. To
         the best of the Company's knowledge, all Trade Rights of Company, with
         the exception of patent and trademark applications, are valid,
         enforceable and in good standing, and there are no equitable defenses
         to enforcement based on any act or omission of Company. With respect to
         patent and trademark applications, all such applications are in good
         standing.

5.16     Major Customers and Suppliers.

         5.16(a)  Major Customers. Schedule 5.16(a) of the Disclosure Schedule
                  contains a list of the ten (10) largest customers, including
                  distributors, of the Business for each of the two (2) most
                  recent fiscal years (determined on the basis of the total
                  dollar amount of net sales) showing the total dollar amount of
                  net sales to each such customer during each such year. Company
                  has no knowledge or information of any facts indicating, nor
                  any other reason to believe, that any of the customers listed
                  on Schedule 5.16(a) of the Disclosure Schedule will not
                  continue to be customers of the Business after the Closing at
                  substantially the same level of purchases as heretofore.

         5.16(b)  Major Suppliers. Schedule 5.16(b) of the Disclosure Schedule
                  contains a list of the two (2) major suppliers to the Business
                  for each of the two (2) most recent fiscal years (determined
                  on the basis of the total dollar amount of purchases); showing
                  the total dollar amount of purchases from each such supplier
                  during each such year. Company has no knowledge or information
                  of any facts indicating, nor any other reason to believe, that
                  any of the suppliers listed on Schedule 5.16(b) of the
                  Disclosure Schedule will not continue to be suppliers to the
                  Business after the Closing and will not continue to supply the

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

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<PAGE>

                  Business with substantially the same quantity and quality of
                  goods at competitive prices.

         5.16(c)  Dealers and Distributors. Schedule 5.16(c) of the Disclosure
                  Schedule contains a list by product line of all dealers and
                  distributors of the Business, together with representative
                  copies of all dealer, distributor and franchise contracts and
                  policy statements, and a description of all substantial
                  modifications or exceptions.

5.17     Product Warranty and Product Liability. Schedule 5.17 of the Disclosure
         Schedule contains a true, correct and complete copy of Company's
         standard warranty or warranties for sales of Products (as defined
         below) and, except as stated therein, there are no warranties,
         commitments or obligations with respect to the return, repair or
         replacement of Products. Schedule 5.17 of the Disclosure Schedule
         contains a description of all product liability claims and similar
         claims, actions, litigation and other proceedings relating to Products
         which are presently pending or which to Company's knowledge are
         threatened, or which have been asserted or commenced against Company
         within the last two (2) years, in which a party thereto either requests
         injunctive relief (whether temporary or permanent) or alleges damages
         in excess of $100,000.00 (whether or not covered by insurance). To the
         best of the Company's knowledge, there are no defects in design,
         construction or manufacture of Products which would adversely affect
         performance or create an unusual risk of injury to persons or property.
         Except as set forth on Schedule 5.17, none of the Products has been the
         subject of any replacement, field fix, retrofit, modification or recall
         campaign other than in the ordinary course of business. The Products
         have been designed and manufactured so as to meet and comply with all
         governmental standards and specifications currently in effect, and have
         received all governmental approvals necessary to allow their sale and
         use. As used herein, the term "Products" means any and all products
         currently or at any time previously manufactured, distributed or sold
         by Company, or by any predecessor of Company under any brand name or
         mark under which products are or have been manufactured over the last
         three (3) years, distributed or sold by Company, in or through the
         Business.

5.18     Affiliates' Relationships to Company.

         5.18(a)  Contracts With Affiliates. All leases, contracts, agreements
                  or other arrangements concerning the Business between Company
                  and any Affiliate or between the Business and other business
                  units of the Company are described on Schedule 5.18(a) of the
                  Disclosure Schedule.

         5.18(b)  No Adverse Interests. No Affiliate has any direct or indirect
                  interest in (i) any entity which does business with Company in
                  connection with the operation of, or is competitive with, the
                  Business, or (ii) any property, asset or right which is used
                  by Company in the conduct of the Business.

5.19     Assets Necessary to Business. The Purchased Assets, together with the
         assets and rights licensed pursuant to the Assignment and Patent
         Assignment and Cross-License and

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                       21

<PAGE>

         Trademark License Agreement in the form of Exhibit A hereto, include
         all property and assets (except for the Excluded Assets), and all
         leases, licenses, and other agreements currently used by Company in the
         conduct of the Business. There are no Company-owned assets (except for
         the Excluded Assets), which are necessary to permit Buyer to carry on,
         or currently used or held for use in, the Business as presently
         conducted.

5.20     No Brokers or Finders. Except as set forth on Schedule 5.20 of the
         Disclosure Schedule, neither Company nor any of its directors,
         officers, employees, shareholders or agents have retained, employed or
         used any broker or finder in connection with the transaction provided
         for herein or in connection with the negotiation thereof and that no
         person, corporation, partnership, or entity is entitled to a broker's
         commission, finder's fee, or any similar compensation upon the
         consummation of the transactions contemplated herein.

5.21     Disclosure. No representation or warranty by Company in this Agreement,
         nor any statement, certificate, schedule or exhibit hereto furnished or
         to be furnished by or on behalf of Company pursuant to this Agreement,
         nor any document or certificate delivered to Buyer pursuant to this
         Agreement or in connection with transactions contemplated hereby,
         contains or shall contain any untrue statement of material fact or
         omits or shall omit a material fact necessary to make the statements
         contained therein not misleading. All statements and information
         contained in any certificate, instrument, or Disclosure Schedules
         delivered by or on behalf of Company shall be deemed representations
         and warranties by Company.

                                    ARTICLE 6
                     REPRESENTATIONS AND WARRANTIES OF BUYER

         Buyer makes the following representations and warranties to Company,
each of which is true and correct on the date hereof, shall remain true and
correct to and including the Closing Date, shall be unaffected by any
investigation heretofore or hereafter made by Company or any notice to Company,
and shall survive the Closing of the transactions provided for herein.

6.1      Corporate.

         6.1(a)   Organization. Buyer is a corporation duly organized, validly
                  existing and in good standing under the laws of the State of
                  Minnesota.

         6.1(b)   Corporate Power. Buyer has all requisite corporate power to
                  enter into this Agreement and the other documents and
                  instruments to be executed and delivered by Buyer and to carry
                  out the transactions contemplated hereby and thereby.

6.2      Authority. The execution and delivery of this Agreement and the other
         documents and instruments to be executed and delivered by Buyer
         pursuant hereto and the consummation of the transactions contemplated
         hereby and thereby have been duly

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                       22

<PAGE>

         authorized by the Board of Directors of Buyer. No other corporate act
         or proceeding on the part of Buyer or its shareholders is necessary to
         authorize this Agreement or the other documents and instruments to be
         executed and delivered by Buyer pursuant hereto or the consummation of
         the transactions contemplated hereby and thereby. This Agreement
         constitutes, and when executed and delivered, the other documents and
         instruments to be executed and delivered by Buyer pursuant hereto will
         constitute, valid and binding agreements of Buyer, enforceable in
         accordance with their respective terms, except as such may be limited
         by bankruptcy, insolvency, reorganization or other laws affecting
         creditors' rights generally, and by general equitable principles.

6.3      No Brokers or Finders. Neither Buyer nor any of its directors,
         officers, employees or agents have retained, employed or used any
         broker or finder in connection with the transaction provided for herein
         or in connection with the negotiation thereof and that no person,
         corporation, partnership, or entity is entitled to a broker's
         commission, finder's fee, or any similar compensation upon the
         consummation of the transactions contemplated herein.

6.4      No Violation. Neither the execution and delivery of this Agreement or
         the other documents and instruments to be executed and delivered by
         Buyer pursuant hereto, nor the consummation by Buyer of the
         transactions contemplated hereby and thereby (a) will violate any
         statute or law or any rule, regulation, order, writ, injunction, or
         decree of any court or governmental authority, or (b) will violate or
         conflict with, or constitute a material default under, any term or
         provision of the material agreements, Articles of Incorporation, or
         By-laws of Buyer.

6.5      Disclosure. No representation or warranty by Buyer in this Agreement,
         nor any statement, certificate, schedule or exhibit hereto furnished or
         to be furnished by or on behalf of Buyer pursuant to this Agreement,
         nor any document or certificate delivered to Company pursuant to this
         Agreement or in connection with transactions contemplated hereby,
         contains or shall contain any untrue statement of material fact or
         omits or shall omit a material fact necessary to make the statements
         contained therein not misleading.

6.6      Litigation. There is no action, suit, arbitration proceeding,
         investigation or inquiry pending or threatened against Buyer or its
         directors (in such capacity) that questions the validity of this
         Agreement and the transactions contemplated hereby.

                                    ARTICLE 7
                          EMPLOYEES - EMPLOYEE BENEFITS

7.1      Affected Employees. "Affected Employees" shall mean employees of the
         Company who are employed by Buyer immediately after the Closing as set
         forth on Schedule 7.1 of the Disclosure Schedule. Certain Affected
         Employees who are also noted as key to the Business on Schedule 7.1 of
         the Disclosure Schedule (herein referred to also as "Key Employees")
         shall enter into Employment and Non-Competition Agreements with the
         Buyer.

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                       23

<PAGE>

7.2      Retained Responsibilities. Company agrees to satisfy, or cause its
         insurance carriers to satisfy, all claims for benefits, whether insured
         or otherwise (including, but not limited to, workers' compensation,
         life insurance, medical and disability programs), under Company's
         employee benefit programs brought by, or in respect of, Affected
         Employees and other employees and former employees of the Company,
         which claims arise out of events occurring on or prior to the Closing
         Date, in accordance with the terms and conditions of such programs or
         applicable workers' compensation statutes without interruption as a
         result of the employment by Buyer of any such employees after the
         Closing Date.

7.3      Payroll Tax. Company agrees to make a clean cut-off of payroll and
         payroll tax reporting with respect to the Affected Employees paying
         over to the federal, state and city governments those amounts
         respectively withheld or required to be withheld for periods ending on
         or prior to the Closing Date. Company also agrees to issue, by the date
         prescribed by IRS Regulations, Forms W-2 for wages paid through the
         Closing Date. Except as set forth in this Agreement, Buyer shall be
         responsible for all payroll and payroll tax obligations after the
         Closing Date for Affected Employees.

7.4      Termination Benefits. Buyer shall be solely responsible for, and shall
         pay or cause to be paid, severance payments and other termination
         benefits, if any, to Affected Employees who may become entitled to such
         benefits by reason of any events occurring within the first year after
         Closing on terms substantially equivalent to those offered by the
         Company prior to the Closing Date. If any action on the part of Company
         prior to the Closing, or if the sale to Buyer of the Business and the
         Purchased Assets pursuant to this Agreement or the transactions
         contemplated hereby, or if the failure by Buyer to hire as a permanent
         employee of Buyer any employee of Company, shall result in any
         liability or claim of liability for severance payments or termination
         benefits, or any liability, forfeiture, fine or other obligation by
         virtue of any state, federal or local "plant-closing" or similar law,
         such liability or claim of liability shall be the sole responsibility
         of Company, and Company shall indemnify and hold harmless Buyer for any
         losses resulting directly or indirectly from such liability or claim.

7.5      Employee Benefit Plans. Buyer agrees to provide the Affected Employees
         with benefits substantially equal to the benefits provided by Company
         prior to Closing. In addition, Buyer agrees that it will credit
         Affected Employees with the same number of years of service that such
         employees had with the Company prior to Closing (i.e., if an Affected
         Employee had five years of service with the Company, Buyer will treat
         Affected Employee as having had five years with Buyer). As such, the
         Buyer will make available to the Affected Employees the same employment
         benefits he/she would have been entitled to receive had such Affected
         Employee been employed by Buyer for a period of time equal to his/her
         employment with the Company.

7.6      No Third-Party Rights. Nothing in this Agreement, express or implied,
         is intended to confer upon any of Company's employees, former
         employees, collective bargaining representatives, job applicants, any
         association or group of such persons or any Affected

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                       24

<PAGE>

         Employees any rights or remedies of any nature or kind whatsoever under
         or by reason of this Agreement, including, without limitation, any
         rights of employment.

                                    ARTICLE 8
                                  OTHER MATTERS

8.1      Patent Assignment and Cross-License and Trademark License Agreement. As
         an inducement to the parties to execute this Agreement and complete the
         transactions contemplated hereby, the Company and Buyer agree to enter
         into a Patent Assignment and Cross-License and Trademark License
         Agreement in the form attached hereto as Exhibit A (the "Patent
         Assignment and Cross-License and Trademark License Agreement").

8.2      Transition Services Agreement. As an inducement to the parties to
         execute this Agreement and complete the transactions contemplated
         hereby, the parties agree to enter into a Transition Services Agreement
         in the form attached hereto as Exhibit B (the "Transition Services
         Agreement").

8.3      Employment and Noncompetition Agreement. At the Closing, Company shall
         cause to be delivered to Buyer Employment and Noncompetition Agreements
         in a form requested by Buyer executed by each of the Key Employees.

8.4      Noncompetition; Confidentiality. Subject to the Closing, and as an
         inducement to Buyer to execute this Agreement and complete the
         transactions contemplated hereby, and in order to preserve the goodwill
         associated with the Business, and in addition to and not in limitation
         of any covenants contained in any agreement executed and delivered
         pursuant to Section 8.4 hereof, Company hereby covenants and agrees as
         follows:

         8.4(a)   Covenant Not to Compete. For a period of seven (7) years from
                  the Closing Date (except pursuant to subsection 8.4(a)(iii)),
                  Company will not directly or indirectly engage in any
                  Competitive Activities (as hereinafter defined). The term
                  "Competitive Activities" as used herein shall mean:

                  (i)      directly or indirectly engaging in, continuing in or
                           carrying on the Business, or any businesses
                           substantially similar thereto, including any carrier
                           related products in the semiconductor industry or any
                           injection molded materials handling products in any
                           other industry, and including owning or controlling
                           any financial interest in any corporation,
                           partnership, firm or other form of business
                           organization which competes with or is engaged in or
                           carries on any aspect of such business or any
                           business substantially similar thereto;

                  (ii)     consulting with or advising, whether or not for
                           consideration, any corporation, partnership, firm or
                           other business organization which is, at the time
                           such consultation or advice is given, a competitor of
                           Buyer

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                       25

<PAGE>

                           with respect to any aspect of the Business or
                           Purchased Assets which Buyer is acquiring hereunder,
                           whether or not related to the semiconductor industry,
                           including, but not limited to, advertising or
                           otherwise endorsing the products of any such
                           competitor; soliciting customers or otherwise serving
                           as an intermediary for any such competitor; loaning
                           money or rendering any other form of financial
                           assistance to or engaging in any form of business
                           transaction on other than an arms' length basis with
                           any such competitor; provided, however, that this
                           restriction shall not prevent the Company from
                           continuing to work with its customers in the ordinary
                           course of business.

                  (iii)    for a period of three (3) years from the Closing
                           Date, offering employment to an Affected Employee,
                           without the prior written consent of Buyer; or

                  (iv)     engaging in any practice the purpose of which is to
                           evade the provisions of this covenant not to compete.

                  provided, however, that the term "Competitive Activities"
                  shall not include the ownership of securities of corporations
                  which are listed on a national securities exchange or traded
                  in the national over-the-counter market in an amount which
                  shall not exceed 5% of the outstanding shares of any such
                  corporation. The parties agree that the geographic scope of
                  this covenant not to compete shall extend world wide. Except
                  as set forth on Schedule 8.4(a) of the Disclosure Schedule,
                  the parties agree that Buyer may sell, assign or otherwise
                  transfer this covenant not to compete, in whole or in part, to
                  any person, corporation, firm or entity that purchases all or
                  part of the Business or the Purchased Assets. In the event a
                  court of competent jurisdiction determines that the provisions
                  of this covenant not to compete are excessively broad as to
                  duration, geographical scope, industry, or activity, it is
                  expressly agreed that this covenant not to compete shall be
                  construed so that the remaining provisions shall not be
                  affected, but shall remain in full force and effect, and any
                  such over broad provisions shall be deemed, without further
                  action on the part of any person, to be modified, amended
                  and/or limited, but only to the extent necessary to render the
                  same valid and enforceable in such jurisdiction.

         8.4(b)   Covenant of Confidentiality. Company shall not at any time
                  subsequent to the Closing, except as explicitly requested by
                  Buyer, (i) use for any purpose, (ii) disclose to any person,
                  or (iii) keep or make copies of documents, tapes, discs or
                  programs containing, any confidential information concerning
                  the Business, the Purchased Assets or the Assumed Liabilities.
                  For purposes hereof, "confidential information" shall mean and
                  include, without limitation, all Trade Rights which are
                  Purchased Assets, all customer lists and customer information
                  of the Business, and all other information concerning the

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                       26

<PAGE>

                  processes, apparatus, equipment, packaging, Products,
                  marketing and distribution methods of the Business, not
                  previously disclosed to the public directly by Company;
                  provided, however, that this restriction shall not prevent the
                  Company from continuing to utilize customer lists and customer
                  information in continuing the ordinary course of its business
                  with such customers.

         8.4(c)   Equitable Relief for Violations. Company agrees that the
                  provisions and restrictions contained in this Section 8.4 are
                  necessary to protect the legitimate continuing interests of
                  Buyer in acquiring the Business through the purchase of the
                  Purchased Assets and the assumption of the Assumed
                  Liabilities, and that any violation or breach of these
                  provisions will result in irreparable injury to Buyer for
                  which a remedy at law would be inadequate and that, in
                  addition to any relief at law which may be available to Buyer
                  for such violation or breach and regardless of any other
                  provision contained in this Agreement, Buyer shall be entitled
                  to injunctive and other equitable relief as a court may grant
                  after considering the intent of this Section 8.4.

         8.4(d)   Transition Services Agreement and Patent Assignment and
                  Cross-License and Trademark License Agreement. Nothing in this
                  Section 8.4 shall prevent the Company from performing its
                  obligations under the Transition Services Agreement or the
                  Patent Assignment and Cross-License and Trademark License
                  Agreement entered into between Buyer and the Company.

8.5      HSR Act Filings. To the extent such filings are determined to be
         necessary or have not been completed prior to the execution of this
         Agreement, each of Company and Buyer shall, in cooperation with the
         other, file any reports or notifications that may be required to be
         filed by it under the HSR Act, with the Federal Trade Commission and
         the Antitrust Division of the Department of Justice, and shall furnish
         to the other all such information in its possession as may be necessary
         for the completion of the reports or notifications to be filed by the
         other. Prior to making any communication, written or oral, with the
         Federal Trade Commission, the Antitrust Division of the federal
         Department of Justice or any other governmental agency or authority or
         members of their respective staffs with respect to this Agreement or
         the transactions contemplated hereby, the Company shall consult with
         Buyer.

8.6      Access to Information and Records. After the Closing, each party will
         afford the other party, its counsel, accountants and other
         representatives, during normal business hours, reasonable access to the
         books, records and other data in such party's possession relating
         directly or indirectly to the properties, liabilities or operations of
         the Business, with respect to periods prior to the Closing, and the
         right to make copies and extracts therefrom, to the extent that such
         access may be reasonably required by the requesting party for any
         proper business purpose. Each party agrees for a period extending six
         years after the Closing not to destroy or otherwise dispose of any such
         records without first offering in writing to surrender such records to
         the other party, which party shall have ten (10) days after such offer
         to agree in writing to take possession thereof.

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                       27

<PAGE>

8.7      Bulk Sales Compliance. Following the execution of this Agreement,
         unless compliance with this Section 8.7 is waived by Buyer, Buyer and
         Company shall cooperate in complying with all provisions of the bulk
         sales or bulk transfer statutes of all states having jurisdiction, in
         such a way as to provide Buyer the greatest measure of protection
         against the creditors of Company allowable under all such statutes.

                                    ARTICLE 9
                        FURTHER COVENANTS OF THE PARTIES

9.1      Covenants of Company. The Company covenants and agrees as follows,
         which covenants shall survive Closing:

         9.1(a)   Consents. Company has obtained all consents necessary for the
                  consummation of the transactions contemplated hereby,
                  including, without limitation, the consent of each lessor of
                  personal property leased by Company under leases being assumed
                  by Buyer herein to assignment of the lessee's interest under
                  the lease of such property to Buyer. All such consents shall
                  be in writing and executed counterparts thereof shall be
                  delivered to Buyer promptly after Company's receipt thereof
                  but in no event later than two business days prior to the
                  Closing.

         9.1(b)   Other Action. Company shall use its best efforts to cause the
                  fulfillment at the earliest practicable date of all of the
                  conditions to the parties' obligations to consummate the
                  transactions contemplated in this Agreement.

         9.1(c)   Disclosure. Company shall have a continuing obligation to
                  promptly notify Buyer in writing with respect to any matter
                  hereafter arising or discovered which, if existing or known at
                  the date of this Agreement, would have been required to be set
                  forth or described in the Disclosure, but no such disclosure
                  shall cure any breach of any representation or warranty which
                  is inaccurate.

         9.1(d)   Process for Product Compatibility. Company agrees that it will
                  use commercially reasonable efforts to comply with the general
                  principles set forth in the Process for Resolution of Product
                  Compatibility described on Schedule 8.8 of the Disclosure
                  Schedule.

         9.1(e)   Confidentiality/Non-Disclosure Agreements. The Company agrees
                  to work with Buyer in enforcing any confidentiality and
                  non-disclosure agreements it has entered into with third
                  parties prior to Closing which relate to the Business.

         9.1(f)   300mm Dome Tool. The Company agrees that the Purchased Assets
                  includes a 300mm Dome Tool which is located in Malaysia and is
                  in the process of being developed. The Company agrees to pay
                  for the completion of this tool

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                       28
<PAGE>

                  and will use its commercially reasonable efforts to timely
                  complete and deliver such tool to Buyer after the Closing
                  Date.

         9.1(g)   Accounts Receivable. In the event that inventory valued at
                  approximately $300,000 is returned by United Microelectronics
                  Corporation or such inventory is modified by Buyer, the
                  Company agrees that such inventory shall be included in the
                  Purchased Assets and Company shall have no rights to any
                  accounts receivable in connection with such inventory whether
                  arising prior to, on or after the Closing Date. In the event
                  United Microelectronics Corporation pays the Company for such
                  inventory, without modification, Company shall be entitled to
                  keep such payment.

9.2      Covenants of Buyer. The Buyer covenants and agrees as follows which
         covenants shall survive Closing:

         9.2(a)   Process for Resolution of Product Compatibility. The Buyer
                  agrees to use commercially reasonable efforts to comply with
                  the general principles set forth in the Process for Resolution
                  of Product Compatibility described on Schedule 8.8 of the
                  Disclosure Schedule.

                                   ARTICLE 10
                   CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS

         Each and every obligation of Buyer to be performed on the Closing Date
shall be subject to the satisfaction prior to or at the Closing of each of the
following conditions:

10.1     Representations and Warranties True on the Closing Date. Each of the
         representations and warranties made by Company in this Agreement, and
         the statements contained in the Disclosure Schedule or in any
         instrument, list, certificate or writing delivered by Company pursuant
         to this Agreement, shall be true and correct in all material respects
         when made and shall be true and correct in all material respects at and
         as of the Closing Date as though such representations and warranties
         were made or given on and as of the Closing Date, except for any
         changes permitted by the terms of this Agreement or consented to in
         writing by Buyer.

10.2     Compliance With Agreement. Company shall have in all material respects
         performed and complied with all of its agreements and obligations under
         this Agreement which are to be performed or complied with by Company
         prior to or on the Closing Date, including the delivery of the closing
         documents specified in Section 13.1.

10.3     Absence of Suit. No action, suit or proceeding before any court or any
         governmental authority shall have been commenced or threatened, and no
         investigation by any governmental or regulating authority shall have
         been commenced, against Buyer, Company or any of the affiliates,
         officers or directors of any of them, seeking to restrain, prevent or
         change the transactions contemplated hereby, or questioning the
         validity or

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                       29
<PAGE>

         legality of any such transactions, or seeking damages in connection
         with, or imposing any condition on, any such transactions.

10.4     Consents and Approvals. All approvals, consents and waivers that are
         required to effect the transactions contemplated hereby including but
         not limited to the consent of Comerica Bank - California shall have
         been received, and executed counterparts thereof shall have been
         delivered to Buyer. Notwithstanding the foregoing, receipt of the
         consent of any third party to the assignment of an Assumed Contract
         which is not (and is not required to be) disclosed in the Disclosure
         Schedule shall not be a condition to Buyer's obligation to close,
         provided that the aggregate of all such Contracts does not represent a
         material portion of the sales or expenditures of the Business. After
         the Closing, Company will continue to use its commercially reasonable
         efforts to obtain any such consents or approvals, and Company shall not
         hereby be relieved of any liability hereunder for failure to perform
         any of its covenants or for the inaccuracy of any representation or
         warranty.

10.5     Buyer Consents and Approvals. Buyer shall have received approval by its
         Board of Directors and Buyer shall have received approval from Wells
         Fargo Bank, N.A. to consummate this Agreement and the transactions
         contemplated hereby.

10.6     Closing Documents. Company shall have executed and delivered all of the
         documents to be delivered by Company as set forth in Section 13.1.


                                   ARTICLE 11
                  CONDITIONS PRECEDENT TO COMPANY'S OBLIGATIONS

         Each and every obligation of Company to be performed on the Closing
Date shall be subject to the satisfaction prior to or at the Closing of the
following conditions:

11.1     Representations and Warranties True on the Closing Date. Each of the
         representations and warranties made by Buyer in this Agreement shall be
         true and correct in all material respects when made and shall be true
         and correct in all material respects at and as of the Closing Date as
         though such representations and warranties were made or given on and as
         of the Closing Date.

11.2     Compliance With Agreement. Buyer shall have in all material respects
         performed and complied with all of Buyer's agreements and obligations
         under this Agreement which are to be performed or complied with by
         Buyer prior to or on the Closing Date, including the delivery of the
         closing documents specified in Section 13.2.

11.3     Absence of Suit. No action, suit or proceeding before any court or any
         governmental authority shall have been commenced or threatened, and no
         investigation by any governmental or regulating authority shall have
         been commenced, against Buyer, Company or any of the affiliates,
         officers or directors of any of them, seeking to restrain, prevent or
         change the transactions contemplated hereby, or questioning the
         validity or

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

                                       30
<PAGE>

         legality of any such transactions, or seeking damages in connection
         with, or imposing any condition on, any such transactions.

11.4     Consents. Company shall have obtained approval by its Board of
         Directors and Comerica Bank - California pursuant to the Loan and
         Security Agreement entered into between such bank and Company to
         consummate the transactions contemplated hereby.

11.5     Closing Documents. Buyer shall have executed and delivered all of the
         documents to be delivered by Buyer as set forth in Section 13.2.

                                   ARTICLE 12
                                 INDEMNIFICATION

12.1     By Company. Subject to the terms and conditions of this Article 12,
         Company hereby agrees to indemnify, defend and hold harmless Buyer, and
         its directors, officers, employees and controlled and controlling
         persons (hereinafter "Buyer's affiliates"), from and against all Claims
         asserted against, resulting to, imposed upon, or incurred by Buyer,
         Buyer's affiliates, the Business or the Purchased Assets, by reason of,
         arising out of or resulting from (a) the inaccuracy or breach of any
         representation or warranty of Company contained in or made pursuant to
         this Agreement (regardless of whether such breach is deemed
         "material"); (b) the breach of any covenant of Company contained in
         this Agreement (regardless of whether such breach is deemed
         "material"); or (c) any Claim of or against Company, the Purchased
         Assets or the Business not specifically assumed by Buyer pursuant
         hereto. As used in this Article 12, the term "Claim" shall include (i)
         any liability not assumed by Buyer; (ii) all losses, damages
         (including, without limitation, consequential damages), judgments,
         awards, settlements, costs and expenses (including, without limitation,
         interest (including prejudgment interest in any litigated matter),
         penalties, court costs and attorneys fees and expenses); and (iii) all
         demands, claims, actions, costs of investigation, causes of action,
         proceedings and assessments, whether or not ultimately determined to be
         valid.

12.2     By Buyer. Subject to the terms and conditions of this Article 12, Buyer
         hereby agrees to indemnify, defend and hold harmless Company, its
         directors, officers, employees and controlling persons, from and
         against all Claims asserted against, resulting to, imposed upon or
         incurred by any such person, directly or indirectly, by reason of or
         resulting from (a) the inaccuracy or breach of any representation or
         warranty of Buyer contained in or made pursuant to this Agreement
         (regardless of whether such breach is deemed "material"); (b) the
         breach of any covenant of Buyer contained in this Agreement (regardless
         of whether such breach is deemed "material"); or (c) all Claims of or
         against Company specifically assumed by Buyer pursuant hereto.

12.3     Indemnification of Third-Party Claims. The obligations and liabilities
         of any party to indemnify any other under this Article 12 with respect
         to Claims relating to third parties shall be subject to the following
         terms and conditions:

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

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         12.3(a)  Notice and Defense. The party or parties to be indemnified
                  (whether one or more, the "Indemnified Party") will give the
                  party from whom indemnification is sought (the "Indemnifying
                  Party") prompt written notice of any such Claim, and the
                  Indemnifying Party will undertake the defense thereof by
                  representatives chosen by it. Failure to give such notice
                  shall not affect the Indemnifying Party's duty or obligations
                  under this Article 12, except to the extent the Indemnifying
                  Party is prejudiced thereby. So long as the Indemnifying Party
                  is defending any such Claim actively and in good faith, the
                  Indemnified Party shall not settle such Claim. The Indemnified
                  Party shall make available to the Indemnifying Party or its
                  representatives all records and other materials required by
                  them and in the possession or under the control of the
                  Indemnified Party, for the use of the Indemnifying Party and
                  its representatives in defending any such Claim, and shall in
                  other respects give reasonable cooperation in such defense. So
                  long as the Indemnifying Party is defending any such Claim
                  actively and in good faith, the Company shall not pay for
                  separate counsel for Buyer of Buyer's choice.

         12.3(b)  Failure to Defend. If the Indemnifying Party, within a
                  reasonable time after notice of any such Claim, fails to
                  defend such Claim actively and in good faith, the Indemnified
                  Party will have the right to undertake the defense, compromise
                  or settlement of such Claim or consent to the entry of a
                  judgment with respect to such Claim, on behalf of and for the
                  account and risk of the Indemnifying Party, and the
                  Indemnifying Party shall thereafter have no right to challenge
                  the Indemnified Party's defense, compromise, settlement or
                  consent to judgment; provided, however, that the Indemnified
                  Party will use commercially reasonable efforts to notify and
                  obtain the consent of the Indemnifying Party, which consent
                  will not be unreasonably withheld.

         12.3(c)  Indemnified Party's Rights. Anything in this Section 12 to
                  the contrary notwithstanding, (i) if there is a reasonable
                  probability that a Claim may materially and adversely affect
                  the Indemnified Party other than as a result of money damages
                  or other money payments, the Indemnified Party shall have the
                  right to defend, compromise or settle such Claim, and (ii) the
                  Indemnifying Party shall not, without the written consent of
                  the Indemnified Party, which consent shall not be unreasonably
                  withheld, settle or compromise any Claim or consent to the
                  entry of any judgment which does not include as an
                  unconditional term thereof the giving by the claimant or the
                  plaintiff to the Indemnified Party of a release from all
                  liability in respect of such Claim.

12.4     Indemnification Regarding Warranty/Services. [*] for all warranty and
         service obligations for [*] which exceed [*] of warranty expense under
         Article 2 hereof. The indemnification obligations by [*] under this
         Section 12.4 is not subject to the minimum $225,000.00 threshold
         limitation set forth in Section 12.6(b) below.

12.5     Payment. The Indemnifying Party shall promptly pay the Indemnified
         Party any amount due under this Article 12, which payment may be
         accomplished in whole or in part, as set

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

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<PAGE>

         forth in Section 12.8, by the Indemnified Party setting off any amount
         owed to the Indemnifying Party by the Indemnified Party. To the extent
         set-off is made by an Indemnified Party in satisfaction or partial
         satisfaction of an indemnity obligation under this Article 12 that is
         disputed by the Indemnifying Party, upon a subsequent determination by
         final judgment not subject to appeal that all or a portion of such
         indemnity obligation was not owed to the Indemnified Party, the
         Indemnified Party shall pay the Indemnifying Party the amount which was
         set off and not owed together with interest from the date of set-off
         until the date of such payment at an annual rate equal to the average
         annual rate in effect as of the date of the set-off, on those three
         maturities of United States Treasury obligations having a remaining
         life, as of such date, closest to the period from the date of the
         set-off to the date of such judgment. Upon judgment, determination,
         settlement or compromise of any third party Claim, the Indemnifying
         Party shall pay promptly on behalf of the Indemnified Party, and/or to
         the Indemnified Party in reimbursement of any amount theretofore
         required to be paid by it, the amount so determined by judgment,
         determination, settlement or compromise and all other Claims of the
         Indemnified Party with respect thereto, unless in the case of a
         judgment an appeal is made from the judgment. If the Indemnifying Party
         desires to appeal from an adverse judgment, then the Indemnifying Party
         shall post and pay the cost of the security or bond to stay execution
         of the judgment pending appeal. Upon the payment in full by the
         Indemnifying Party of such amounts, the Indemnifying Party shall
         succeed to the rights of such Indemnified Party, to the extent not
         waived in settlement, against the third party who made such third party
         Claim.

12.6     Limitations on Indemnification. Except for any fraud, willful or
         knowing breach or misrepresentation, as to which claims may be brought
         without limitation as to time or amount:

         12.6(a)  Time Limitation. No claim or action shall be brought under
                  this Article 12 for breach of a representation or warranty
                  after the lapse of two (2) years following the Closing.
                  Regardless of the foregoing, however, or any other provision
                  of this Agreement:

                  (i)      The time limitation on claims on actions brought for
                           breach of any representation or warranty made in or
                           pursuant to Section 5.9(a) shall be the applicable
                           statutory limitation period with respect thereto.

                  (ii)     Any claim or action brought for breach of any
                           representation or warranty made in or pursuant to
                           Section 5.3 may be brought at any time until the
                           underlying tax obligation is barred by the applicable
                           period of limitation under federal and state laws
                           relating thereto (as such period may be extended by
                           waiver).

                  (iii)    Any claim made by a party hereunder by filing a suit
                           or action in a court of competent jurisdiction or a
                           court reasonably believed to be of competent
                           jurisdiction or by a demand for arbitration in
                           accordance with Article 18 hereof for breach of a
                           representation or warranty prior

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

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<PAGE>

                           to the termination of the survival period for such
                           claim shall be preserved despite the subsequent
                           termination of such survival period.

                  (iv)     If any act, omission, disclosure or failure to
                           disclosure shall form the basis for a claim for
                           breach of more than one representation or warranty,
                           and such claims have different periods of survival
                           hereunder, the termination of the survival period of
                           one claim shall not affect a party's right to make a
                           claim based on the breach of representation or
                           warranty still surviving.

         12.6(b)  Amount Limitation. Except with respect to claims for breaches
                  of representations or warranties contained in Section 5.9(a)
                  and claims related to Sections 12.1(c), 12.4, and 12.5, an
                  Indemnified Party shall not be entitled to indemnification
                  under this Article 12 for breach of a representation or
                  warranty unless the aggregate of the Indemnifying Party's
                  indemnification obligations to the Indemnified Party pursuant
                  to this Article 12 (but for this Section 12.7(b)) exceeds Two
                  Hundred Twenty-Five Thousand and no/100 Dollars ($225,000.00);
                  but in such event, the Indemnified Party shall be entitled to
                  indemnification in full for all breaches of representations
                  and/or warranties. Except with respect to claims related to
                  Sections 12.1(c), the liability of Company under this Article
                  12 shall be limited to Seven Million Five Hundred Thousand and
                  no/100 Dollars ($7,500,000.00).

12.7     No Waiver. The closing of the transactions contemplated by this
         Agreement shall not constitute a waiver by any party of its rights to
         indemnification hereunder, regardless of whether the party seeking
         indemnification has knowledge of the breach, violation or failure of
         condition constituting the basis of the Claim at or before the Closing,
         and regardless of whether such breach, violation or failure is deemed
         to be "material."

12.8     Right to Set-Off. If a claim for indemnification is made by the Buyer
         as the Indemnified Party under this Article 12, the Buyer shall by
         written notice to the Company (and without limiting any other rights it
         may have at law or in equity) offset such amount by (i) any payments
         due Company under the Escrow Agreement; and (ii) any payments due
         Company under the Patent Assignment and Cross-Licensing Agreement and
         Trademark Agreement. To the extent that the amount due from the Company
         exceeds any offset amounts which are payable within sixty (60) days, or
         to the extent that the amount due from the Company exceeds Five Hundred
         Thousand and no/100 Dollars ($500,000.00), the difference shall be due
         from the Company promptly.

12.9     Exclusivity of Article 12 Indemnity. Each Indemnified Party
         acknowledges that, from and after the Closing Date, its sole and
         exclusive remedy with respect to any and all claims and causes of
         action relating to this Agreement and the transactions contemplated
         hereby shall be pursuant to the indemnification provisions set forth in
         this Article 12. In furtherance of the foregoing, each Indemnified
         Party hereby waives and releases, from and after the Closing Date, any
         and all rights, claims, and causes of action (other than indemnity
         claims arising under this Article 12) it may have relating to this
         Agreement

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

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<PAGE>

         and the transactions contemplated hereby. Each Indemnified Party makes
         this waiver and release with full knowledge that it may be releasing
         presently unknown or unsuspected claims.

                                   ARTICLE 13
                                     CLOSING

         The closing of this transaction ("the Closing") shall take place on
February 11, 2003, by facsimile transmission, or at such other time, place, and
method as the parties hereto shall agree upon. Such date is referred to in this
Agreement as the "Closing Date."

13.1     Documents to be Delivered by Company. At the Closing, Company shall
         deliver to Buyer the following documents, in each case duly executed or
         otherwise in proper form:

         13.1(a)  Deeds, Bills of Sale. Warranty deeds to real estate and bills
                  of sale and such other instruments of assignment, transfer,
                  conveyance and endorsement as will be sufficient in the
                  opinion of Buyer and its counsel to transfer, assign, convey
                  and deliver to Buyer the Purchased Assets as contemplated
                  hereby.

         13.1(b)  Compliance Certificate. A certificate signed by the chief
                  executive officer of Company that each of the representations
                  and warranties made by Company in this Agreement is true and
                  correct in all material respects on and as of the Closing
                  Date, and that Company has performed and complied with all of
                  Company's obligations under this Agreement which are to be
                  performed or complied with on or prior to the Closing Date.

         13.1(c)  Opinion of Counsel. A written opinion of Cooley Godward, LLP,
                  counsel to Company, dated as of the Closing Date, addressed to
                  Buyer, substantially in the form of Exhibit D hereto.

         13.1(d)  Employment and Noncompetition Agreements. The Employment and
                  Noncompetition Agreements referred to in Sections 7.1 and 8.3,
                  duly executed by the persons referred to in such Sections.

         13.1(e)  Certified Resolutions. A certified copy of the resolutions of
                  the Board of Directors of Company authorizing and approving
                  this Agreement and the consummation of the transactions
                  contemplated by this Agreement.

         13.1(f)  Patent Assignment and Cross-License and Trademark License
                  Agreement. The Patent Assignment and Cross-License and
                  Trademark License Agreement duly executed by the Company in
                  the form of Exhibit A hereto.

         13.1(g)  Transition Services Agreement. The Transition Services
                  Agreement duly executed by Company in form of Exhibit B
                  hereto.

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

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<PAGE>

         13.1(h)  Incumbency Certificate. Incumbency certificates relating to
                  each person executing any document executed and delivered to
                  Buyer pursuant to the terms hereof.

         13.1(i)  Other Documents. All other documents, instruments or writings
                  required to be delivered to Buyer at or prior to the Closing
                  pursuant to this Agreement and such other certificates of
                  authority and documents as Buyer may reasonably request.

13.2     Documents to be Delivered by Buyer. At the Closing, Buyer shall deliver
         to Company the following documents, in each case duly executed or
         otherwise in proper form:

         13.2(a)  Cash Purchase Price. To Company by wire transfer as required
                  by Section 4.1(a) hereof.

         13.2(b)  Assumption of Liabilities. Such undertakings and instruments
                  of assumption as will be reasonably sufficient in the opinion
                  of Company and its counsel to evidence the assumption of
                  Company debts, liabilities and obligations as provided for in
                  Section 3.1.

         13.2(c)  Compliance Certificate. A certificate signed by the chief
                  operating officer of Buyer that the representations and
                  warranties made by Buyer in this Agreement are true and
                  correct on and as of the Closing Date, and that Buyer has
                  performed and complied with all of Buyer's obligations under
                  this Agreement which are to be performed or complied with on
                  or prior to the Closing Date.

         13.2(d)  Opinion of Counsel. A written opinion of Dunkley, Bennett,
                  Christensen & Madigan, P.A., counsel to Buyer, dated as of the
                  Closing Date, addressed to Company, in substantially the form
                  of Exhibit E hereto.

         13.2(e)  Certified Resolutions. A certified copy of the resolutions of
                  the Board of Directors of Buyer authorizing and approving this
                  Agreement and the consummation of the transactions
                  contemplated by this Agreement.

         13.2(f)  Patent Assignment and Cross-License and Trademark License
                  Agreement. The Patent Assignment and Cross-License and
                  Trademark License Agreement duly executed by Buyer in the form
                  of Exhibit A hereto.

         13.2(g)  Transition Services Agreement. The Transition Services
                  Agreement duly executed by Buyer in the form of Exhibit B
                  hereto.

         13.2(h)  Incumbency Certificate. Incumbency certificates relating to
                  each person executing any document executed and delivered to
                  Company by Buyer pursuant to the terms hereof.

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

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<PAGE>


         13.2(i)  Other Documents. All other documents, instruments or writings
                  required to be delivered to Company at or prior to the Closing
                  pursuant to this Agreement and such other certificates of
                  authority and documents as Company may reasonably request.

                                   ARTICLE 14
                               DISCLOSURE SCHEDULE

         The Schedules are attached to this Agreement (the "Disclosure
Schedule") and have been executed by Company and dated and delivered to Buyer on
the date hereof. Information set forth in the Disclosure Schedule specifically
refers to the article and section of this Agreement to which such information is
responsive and such information shall not be deemed to have been disclosed with
respect to any other article or section of this Agreement or for any other
purpose except where appropriate, provided such disclosure is obvious and clear.
The Disclosure Schedule shall not vary, change or alter the language of the
representations and warranties contained in this Agreement and, to the extent
the language in the Disclosure Schedule does not conform in every respect to the
language of such representations and warranties, such language shall be
disregarded and be of no force or effect.

                                   ARTICLE 15
                                FURTHER ASSURANCE

         From time to time and without further consideration, each party hereto
will execute and deliver to the other party hereto such documents and take such
other action as may be reasonably required or requested in order to consummate
more effectively the transactions contemplated hereby and to vest in Buyer good,
valid and marketable title to the Purchased Assets.

                                   ARTICLE 16
                                  ANNOUNCEMENTS

         Announcements concerning the transactions provided for in this
Agreement by either Company or Buyer shall be subject to the approval of the
other in all essential respects, except that one party's approval shall not be
required as to any statements and other information which the other party may
submit to the Securities and Exchange Commission, or their stockholders or be
required to make pursuant to any rule or regulation of the Securities and
Exchange Commission or NASDAQ, or otherwise required by law.


[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

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                                   ARTICLE 17
                         ASSIGNMENT; PARTIES IN INTEREST

17.1     Assignment. Except as expressly provided herein, the rights and
         obligations of a party hereunder may not be assigned, transferred or
         encumbered without the prior written consent of the other parties.
         Notwithstanding the foregoing, Buyer may, without consent of any other
         party, cause one or more subsidiaries of Buyer to carry out all or part
         of the transactions contemplated hereby; provided, however, that Buyer
         shall, nevertheless, remain liable for all of its obligations, and
         those of any such subsidiary, to Company hereunder.

17.2     Parties in Interest. This Agreement shall be binding upon, inure to the
         benefit of, and be enforceable by the respective successors and
         permitted assigns of the parties hereto. Nothing contained herein shall
         be deemed to confer upon any other person any right or remedy under or
         by reason of this Agreement.

                                   ARTICLE 18
                             RESOLUTION OF DISPUTES

18.1     Arbitration. Any dispute, controversy or claim arising out of or
         relating to this Agreement or any contract or agreement entered into
         pursuant hereto or the performance by the parties of its or their terms
         shall be settled by binding arbitration held in Denver, Colorado, in
         accordance with the Commercial Arbitration Rules of the American
         Arbitration Association then in effect, except as specifically
         otherwise provided in this Article 18. Notwithstanding the foregoing,
         Buyer may, in its discretion, apply to a court of competent
         jurisdiction for equitable relief from any violation or threatened
         violation of the covenants of Company under Section 8.4 of this
         Agreement, or any covenants not to compete contained in any Employment
         and Noncompetition Agreement delivered pursuant to Section 8.3 hereof.

18.2     Arbitrators. The panel to be appointed shall consist of one neutral
         arbitrator approved by the parties.

18.3     Procedures; No Appeal. The arbitrator shall allow such discovery as the
         arbitrator determine appropriate under the circumstances and shall
         resolve the dispute as expeditiously as practicable, and if reasonably
         practicable, within 120 days after the selection of the arbitrator. The
         arbitrator shall give the parties written notice of the decision, with
         the reasons therefor set out, and shall have 30 days thereafter to
         reconsider and modify such decision if any party so requests within 10
         days after the decision. Thereafter, the decision of the arbitrator
         shall be final, binding, and nonappealable with respect to all persons,
         including (without limitation) persons who have failed or refused to
         participate in the arbitration process.

18.4     Authority. The arbitrator shall have authority to award relief under
         legal or equitable principles, including interim or preliminary relief,
         and to allocate responsibility for the costs of the arbitration and to
         award recovery of attorneys fees and expenses in such manner as is
         determined to be appropriate by the arbitrator(s).

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

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<PAGE>


18.5     Entry of Judgment. Judgment upon the award rendered by the
         arbitrator(s) may be entered in any court having in personam and
         subject matter jurisdiction. Company and Buyer hereby submit to the in
         personam jurisdiction of the Federal and State courts in Minneapolis,
         Minnesota, for the purpose of confirming any such award and entering
         judgment thereon.

18.6     Confidentiality. All proceedings under this Article 18, and all
         evidence given or discovered pursuant hereto, shall be maintained in
         confidence by all parties.

18.7     Continued Performance. The fact that the dispute resolution procedures
         specified in this Article 18 shall have been or may be invoked shall
         not excuse any party from performing its obligations under this
         Agreement and during the pendency of any such procedure all parties
         shall continue to perform their respective obligations in good faith,
         subject to any rights to terminate this Agreement that may be available
         to any party and to the right of setoff provided in Section 12.4
         hereof.

18.8     Tolling. All applicable statutes of limitation shall be tolled while
         the procedures specified in this Article 18 are pending. The parties
         will take such action, if any, required to effectuate such tolling.

                                   ARTICLE 19
                             LAW GOVERNING AGREEMENT

         This Agreement may not be modified or terminated orally, and shall be
construed and interpreted according to the internal laws of the State of
Minnesota, excluding any choice of law rules that may direct the application of
the laws of another jurisdiction.

                                   ARTICLE 20
                           AMENDMENT AND MODIFICATION

         Buyer and Company may amend, modify and supplement this Agreement in
such manner as may be agreed upon by them in writing.

                                   ARTICLE 21
                                     NOTICE

         All notices, requests, demands and other communications hereunder shall
be given in writing and shall be: (a) personally delivered; (b) sent by
telecopier, facsimile transmission or other electronic means of transmitting
written documents; or (c) sent to the parties at their respective addresses
indicated herein by registered or certified U.S. mail, return receipt requested
and postage prepaid, or by private overnight mail courier service. The
respective addresses to be used for all such notices, demands or requests are as
follows:

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

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<PAGE>

                      (a)       If to Buyer, to:
                                Entegris, Inc.
                                3500 Lyman Boulevard
                                Chaska, Minnesota 55318
                                Attention:  James Dauwalter
                                Facsimile:  (952) 556-8644

                                (with a copy to)

                                Anthony Marick, Esq.
                                Dunkley, Bennett, Christensen & Madigan, P.A.
                                701 Fourth Avenue South, Suite 700
                                Minneapolis, Minnesota 55415
                                Facsimile:  (612) 339-9545

or to such other person or address as Buyer shall furnish to Company in writing.

                      (b)       If to Company, to:

                                Asyst Technologies, Inc.
                                48761 Kato Road
                                Fremont, California 94538
                                Attention:  Dr. Stephen S. Schwartz
                                Facsimile:  (510) 661-5151

                                (with a copy to)

                                James C. Kitch
                                Cooley Godward, LLP
                                Five Palo Alto Square
                                3000 El Camino Real
                                Palo Alto, California 94306
                                Facsimile:  (650) 849-7400

or to such other person or address as Company shall furnish to Buyer in writing.

         If personally delivered, such communication shall be deemed delivered
upon actual receipt; if electronically transmitted pursuant to this paragraph,
such communication shall be deemed delivered the next business day after
transmission (and sender shall bear the burden of proof of delivery); if sent by
overnight courier pursuant to this paragraph, such communication shall be deemed
delivered upon receipt; and if sent by U.S. mail pursuant to this paragraph,
such communication shall be deemed delivered as of the date of delivery
indicated on the receipt issued by the relevant postal service, or, if the
addressee fails or refuses to accept delivery, as of the date of such failure or
refusal. Any party to this Agreement may change its address for the purposes of
this Agreement by giving notice thereof in accordance with this Section.

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

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<PAGE>

                                   ARTICLE 22
                                    EXPENSES

         Regardless of whether or not the transactions contemplated hereby are
consummated:

22.1     Brokerage. Except as to U.S. Bancorp Piper Jaffray, Inc., who shall be
         compensated by Company, Company and Buyer each represent and warrant to
         each other that there is no broker involved or in any way connected
         with the transactions provided for herein. Buyer agrees to hold Company
         harmless from and against all other claims for brokerage commissions or
         finder's fees incurred through any act of Buyer in connection with the
         execution of this Agreement or the transactions provided for herein.
         Company agrees to hold Buyer harmless from and against all other claims
         for brokerage commissions or finder's fees incurred through any act of
         Company or any shareholder in connection with the execution of this
         Agreement or the transactions provided for herein.

22.2     Expenses to be Paid by Company. Company shall pay, and shall indemnify,
         defend and hold Buyer harmless from and against, each of the following:

         22.2(a)  Professional Fees. All fees and expenses of Company's legal,
                  accounting, investment banking and other professional counsel
                  in connection with the transactions contemplated hereby.

22.3     Other. Except as otherwise provided herein, each of the parties shall
         bear its own expenses and the expenses of its counsel and other agents
         in connection with the transactions contemplated hereby.

22.4     Costs of Litigation or Arbitration. The parties agree that (subject to
         the discretion, in an arbitration proceeding, of the arbitrator as set
         forth in Section 18.4) the prevailing party in any action brought with
         respect to or to enforce any right or remedy under this Agreement shall
         be entitled to recover from the other party or parties all reasonable
         costs and expenses of any nature whatsoever incurred by the prevailing
         party in connection with such action, including without limitation
         attorneys' fees and prejudgment interest.

                                   ARTICLE 23
                                ENTIRE AGREEMENT

         Other than a side letter, Transition Services Agreement, and Patent
Assignment and Cross-License and Trademark License Agreement entered into
between the parties as of the Closing Date, this instrument embodies the entire
agreement between the parties hereto with respect to the transactions
contemplated herein, and there have been and are no agreements, representations
or warranties between the parties other than those set forth or provided for
herein and the mutual nondisclosure agreement entered into by the parties, dated
August 8, 2002, as extended.

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

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<PAGE>

                                   ARTICLE 24
                                  COUNTERPARTS

         This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

                                   ARTICLE 25
                                    HEADINGS

         The headings in this Agreement are inserted for convenience only and
shall not constitute a part hereof.

                                   ARTICLE 26
                                  SEVERABILITY

         In case any provision of this Agreement shall be invalid, illegal, or
unenforceable, it shall, to the extent possible, be modified in such manner as
to be valid, legal, and enforceable but so as most nearly to retain the intent
of the parties. If such modification is not possible, such provision shall be
severed from this Agreement. In either case the validity, legality, and
enforceability of the remaining provisions of this Agreement shall not in any
way be affected or impaired thereby.

                                   ARTICLE 27
                            THIRD-PARTY BENEFICIARIES

         With the exception of the parties to this Agreement, there shall exist
no right of any person to claim a beneficial interest in this Agreement or any
rights occurring by virtue of this Agreement.

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

ASYST TECHNOLOGIES, INC.                        ENTEGRIS, INC.

By:   /s/  Geoffrey G. Ribar                    By:  /s/  Michael Wright
      -------------------------                      -------------------

Its:  Senior Vice President and                 Its:  Chief Operating Officer
      Chief Financial Officer

                                                ENTEGRIS CAYMAN LTD.

                                                By:  /s/  John D. Villas
                                                     -------------------

                                                Its:  Director

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

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