PARTNERSHIPPING AGREEMENT

This agreement is entered into as of (date to be signed)

                                     BETWEEN

                        ALLIANT TECHSYSTEMS INCORPORATED

A Corporation of the State of Delaware with offices at

                        Alliant Techsystems Incorporated
                                   P.O. Box 98
                             Magna, Utah 84044-0098

                                       AND


                     WESTERN ELECTROCHEMICAL COMPANY (WECCO)

A Corporation of the State of Delaware with offices at

                         Western Electrochemical Company
                                  P.O. Box 629
                              Cedar City, UT 84721

               (hereinafter also referred to as "Subcontractor").

                                   WITNESSETH:

WHEREAS,  Alliant  Techsystems  Incorporated,  (hereinafter  referred  to as the
"Customer")  has  issued a  contract  for the  Delta  III  Program  (hereinafter
referred to as the "Program"); and,

WHEREAS, the respective, unique technical capabilities of the parties complement
one another; and,

WHEREAS,  by teaming  together and utilizing the combined  skills of the parties
will  offer  the  ultimate  customer  the  most   advantageous   combination  of
capabilities to achieve the Program objectives;

NOW,  THEREFORE,  in  consideration  of the premises,  covenants and  conditions
contained herein, the parties agree as follows:



<PAGE>
1.       PURPOSE OF PARTNERSHIPPING

         a.       This  agreement is to enter into an  arrangement  to ensure an
                  ongoing supply of Ammonium  Perchlorate  (AP) that can be used
                  in the  manufacture of solid rocket motors.  This agreement is
                  intended to complement  each other's unique  capabilities  and
                  offer  the   Government/Customer   the  best   combination  of
                  performance, cost and delivery for solid rocket motors.

         b.       The parties shall work closely together and exchange  business
                  and technical  information  such that Alliant  Techsystems can
                  perform with optimum  effectiveness  in the solid rocket motor
                  business.  For this  reason,  the parties  agree to  cooperate
                  fully and exclusively  with each other concerning the specific
                  acquisition.

         c.       Nothing  contained herein is intended to preclude either party
                  from independently submitting proposals or performing work not
                  related  to  this  mutual  effort.  WECCO  agrees  to  provide
                  certified  cost or  pricing  data to  Alliant  Techsystems  in
                  conjunction  with each  procurement to the extent  required by
                  Alliant   Techsystems   in  order  to  satisfy   statutory  or
                  regulatory  requirements  or to verify  that the price is fair
                  and  reasonable.  WECCO  also  agrees  to sell  AP to  Alliant
                  Techsystems at fair market value.

         d.       Each party will assist the other, as necessary, and will exert
                  best efforts in meeting contract objectives.

         e.       Alliant  Techsystems  will make  every  practicable  effort to
                  qualify WECCO AP for use on all new and current  programs,  to
                  include:  Delta II, Titan IV SRMU, EELV, and Pegasus Programs.
                  Acceptance  will be based on lowest  total cost,  test results
                  and customer feedback.

2.       WECCO'S RESPONSIBILITIES

         a.       Support and adopt the Alliant  Techsystems'  Bacchus  Supplier
                  Partnershipping   Policy  including   continuous   improvement
                  philosophy.

         b.       Have and  maintain  a  supplier  rating  of 98% with a goal of
                  achieving 100%.

         c.       Flow  chart  work  processes   eliminating   non-value   added
                  processes and combining  work processes in an effort to reduce
                  total costs within the partnership agreement.

         d.       Work towards  increasing sales per employee,  while decreasing
                  general and administration and overhead costs per year.

         e.       Identify  and share total cost  reduction  ideas with  Alliant
                  Techsystems.


                                       -2-

<PAGE>
         f.       Comply  with the  requirements,  terms and  conditions  of the
                  purchase  order.  In order to ensure product  consistency  and
                  reliability, all process or supplier changes shall be reviewed
                  and approved by the parties to the  partnershipping  agreement
                  before implementation.

         g.       Develop, maintain, and ensure process controls are in place to
                  reduce product variation.  Provide data to appropriate parties
                  in accordance with Alliant Techsystems requirements.

         h.       Maintain a cost  accounting  system that meets the approval of
                  DCAA.

         i.       Establish long term partnershipping  agreements with subtiered
                  suppliers in those  cases,  if any, in which WECCO and Alliant
                  Techsystems  agree  that  such  agreements  would  be to their
                  mutual advantage.

         j.       Take appropriate steps to become a certified supplier.

         k.       Develop and maintain appropriate  management systems to ensure
                  cost, quality, schedule and technical requirements are met.

         l.       Provide   favorable   long  term   pricing   agreements   with
                  exercisable options.

         m.       Share data as required or appropriate.

         n.       Assist with concurrent engineering.

         o.       Provide sufficient material to perform  qualification  testing
                  on all new and current programs.

         p.       Provide  a  manufacturing  capability  that  supports  Alliant
                  Techsystem's program needs.

         q.       Provide technical expertise to ensure an ongoing supply of AP.

         r.       Maintain a safe and environmentally friendly facility.

3.       ALLIANT TECHSYSTEMS INCORPORATED RESPONSIBILITIES

         a.       Retain overall program responsibility.

         b.       Provide  long  term AP  forecasts  and  program  schedules  as
                  anticipated  from  Alliant  Techsystem's  solid  rocket  motor
                  customers.


                                       -3-

<PAGE>
         c.       Eliminate unnecessary follow-on  proposal effort by exercising
                  follow-on  options to the extent  reasonable and in accordance
                  with FAR requirements if and to the extent applicable.

         d.       Provide  quarterly   production  status  and  future  schedule
                  updates for materials covered under this agreement.

         e.       Consult   with   the   Subcontractor    regarding    technical
                  requirements, schedule requirements and pricing strategies.

         f.       Work with potential customers to secure follow-on business and
                  provide annual business plans  identifying  opportunities  for
                  new business that will mutually benefit both parties.

         g.       Provide  SPC  data   requirements  and  analysis  services  as
                  appropriate.   Update  and  review   requirements  to  monitor
                  critical processes sufficient to meet process variation goals.

         h.       Provide technical support where cost saving opportunities have
                  been identified, including design changes where appropriate to
                  enhance quality productivity and profit margins.

         i.       Provide  training  necessary  to assist  WECCO in  becoming  a
                  certified supplier.

4.       PERFORMANCE

         a.       Following  successful   qualification   testing  and  customer
                  approval, Alliant Techsystems Incorporated will award WECCO, a
                  subcontract  for the specified work  identified  with mutually
                  acceptable   terms   and   conditions   and   the   applicable
                  requirements   of   the   Federal    Acquisition    Regulation
                  (particularly Parts 6, 15 and 17) shall be satisfied.

         b.       The subcontract shall include, among other provisions mutually
                  acceptable to the parties,  those  provisions  required by law
                  and  regulation  and  clauses of the prime  contract  that are
                  mandatory or necessary for incorporation into subcontracts.

         c.       In  the  event  a  disagreement  between  the  parties  to the
                  partnershipping  agreement is not resolved  through good faith
                  negotiations  within  a  reasonable  time,  but not  exceeding
                  thirty (30) days from the date of award of the prime contract,
                  either party shall have the right, without prejudice, to enter
                  into  agreements  with others for the  subcontract  work after
                  discussions and notification of the other party.


                                       -4-

<PAGE>
5.       PROTECTION OF SENSITIVE DATA

         a.       Each  party  agrees not to  disclose  sensitive  financial  or
                  competitive  data to unauthorized  parties.  However,  neither
                  party  shall  be  liable  for the  inadvertent  or  accidental
                  disclosure of such information if a disclosure  occurs despite
                  the  exercise of the same  precautions  as the party  normally
                  takes to safeguard its own contractual data.

         b.       During the terms of this  agreement,  it may be necessary  for
                  either party to disclose proprietary information to the other.
                  With  respect  to such  information,  a  separate  proprietary
                  agreement  shall be created to identify and protect such data.
                  Such  data  must  be in  writing  and  clearly  identified  as
                  proprietary  information  or  marked  with  a  notice  stating
                  restrictions as to its use.

6.       SECURITY

         To the extent the parties'  obligations  involve  access to information
         classified "Top Secret",  "Secret",  or  Confidential",  FAR provisions
         52.204-2 shall apply.

7.       LEGAL EFFECT OF PARTNERSHIPPING AGREEMENT

         The parties  agree that no legal  relationship  of any kind exists as a
         result of the agreement  other than the covenants  expressly  contained
         herein.  This is not to be construed as a business  partnership  under,
         nor  governed  by,  the  Uniform  Partnership  Act or the common law of
         business partnerships. Neither party shall have authority to create any
         obligations  for the other  except to the  extent  stated  herein.  The
         parties agree that this agreement may be made known to the Customer.

8.       TERM AND TERMINATION OF PARTNERSHIPPING AGREEMENT

         a.       This  agreement  shall remain in effect as long as the current
                  Delta III contract,  including options, with McDonnell Douglas
                  remains in  effect,  unless  terminated  earlier by one of the
                  following events:

                  (i)      The Customer terminates or cancels the procurement or
                           does  not  award  follow-on   contracts  or  exercise
                           options.

                  (ii)     The Customer  awards the prime contract to other than
                           Alliant Techsystems Incorporated.

                  (iii)    The parties dissolve the agreement by mutual consent.

                  (iv)     One  of  the  parties  petitions  for  bankruptcy  or
                           reorganization  under  bankruptcy  laws,  or makes an
                           assignment for the benefit of creditors.

                                       -5-

<PAGE>

                  (v)      The Customer directs Alliant  Techsystems to have the
                           subcontracted   work  performed  by  other  than  the
                           Subcontractor specified herein.

                  (vi)     The Customer eliminates or substantially  reduces the
                           Subcontractor work contemplated hereby.

                  (vii)    Other  valid,  compelling  reason  by  either  of the
                           parties to terminate the Agreement,  e.g., debarment,
                           suspension,  or  criminal  investigation  of a party;
                           change in legal  status  due to merger or sale of one
                           of  the  entities;  unsatisfactory  performance  of a
                           party; etc.

9.       PUBLICITY

         No publicity or advertising relating to this partnershipping  agreement
         shall be released by the  Subcontractor  without  Alliant  Techsystems'
         prior approval.

10.      ASSIGNMENT

         Neither party shall assign,  nor in any manner transfer,  its interests
         or any part thereof in this agreement to others without written consent
         of the other party.

11.      ATTACHMENTS

         a.       The following attachments are applicable to this Agreement

                  (i)      Exhibit A:    Listing  of  Delta III  Materials   and
                                         Pricing Matrix



                  (ii)     Exhibit B:    Listing  of  Delta  II  Materials   and
                                         Pricing  Matrix   (applicable  only  if
                                         WECCO supplied AP qualifies)


                  (iii)    Alliant Techsystems Supplier Partnershipping Policy

12.      ENTIRE AGREEMENT

         This agreement,  including  attachments hereto,  constitutes the entire
         understanding  between  the parties  and  supersedes  any prior oral or
         written  agreements  with  respect to the subject  matter  hereof.  The
         agreement  shall not be  modified  unless  agreed to in writing by both
         parties.  Under  no  circumstances  will  this  agreement  violate  any
         antitrust  statutes or override any requirements,  terms and conditions
         of the purchase order that this partnershipping agreement supplements.


                                       -6-

<PAGE>
13.      APPLICABLE LAW

         The validity and performance of this agreement shall be governed by the
         law of the federal government  contracts,  if applicable;  otherwise by
         the laws of the State of Utah.


IN WITNESS  WHEREOF,  the parties  hereto  have  executed  this  partnershipping
agreement effective as of the date indicated on the first page.


   WESTERN ELECTROCHEMICAL CO. (WECCO)  ALLIANT TECHSYSTEMS INCORPORATED
               (Subcontractor)                  (Customer)

By:/S/ JAMES J. PEVELER                 By: /S/ SIDNEY R. CONRAD
   --------------------                     ------------------------------------
          (Signature)                           (Signature)

       JAMES J. PEVELER                         S.R. CONRAD
   --------------------                     ------------------------------------
          (Type Name)                           (Type Name)

           PRESIDENT                       MANAGER/MATERIAL CENTER OF EXCELLENCE
   --------------------                    -------------------------------------
           (Title)                               (Title)


                                       -7-
<PAGE>
                          AMERICAN PACIFIC CORPORATION



November 24, 1997


Dave Peet
Director of Material Acquisition
Alliant Techsystems Inc.
Bacchus Works
Magna, UT 84044-0098

Dear Mr. Peet:

We have  appreciated  very  much  the  supportive  discussions  that we have had
concerning the impacts of the pending Asset Purchase Agreement between AMPAC and
Kerr-McGee.  We certainly understand Alliant's desire, and need, for appropriate
assurances as to pricing  methodology  that will be used by AMPAC in the future.
To that end,  please be assured that you can rely on the following  undertakings
by AMPAC:

1.       The Strategic  Partnering  Agreement between AMPAC's WECCO Division and
         Alliant that is based on  discussions  that began in Fall of 1992,  and
         that was concluded in the Summer of 1993,  remains,  and will remain, a
         long-term  commitment of AMPAC. It is our intent and  expectation  that
         both parties will be faithful to those commitments.

2.       In periods beyond the term of the Strategic  Partnering  Agreement,  or
         within its terms when  pricing  has not by this date been  definitively
         established,  you may  rest  assured  that  AMPAC  will  establish  the
         ammonium perchlorate price on the following basis:

         *        [THIS  MATERIAL  HAS BEEN  OMITTED  PURSUANT  TO A REQUEST FOR
                  CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY]

         *        The price of  ammonium  perchlorate  will be  established  and
                  maintained at a fair and reasonable level.

         *        AMPAC  will not seek  profits  from its  ammonium  perchlorate
                  operations that are beyond a reasonable level.

         *        AMPAC's   ammonium   perchlorate   pricing  will  comply  both
                  procedurally and substantively  with applicable  provisions of
                  FARS and the DOD and NASA FAR


<PAGE>
                  Supplements.  Such compliance will include the subject matters
                  of cost,  profit and compensation as governed by the foregoing
                  Regulations and related Guidelines.

         *        AMPAC will  offer the same  prices to its  different  ammonium
                  perchlorate  customers,  subject only to reasonable variations
                  based   on   quality,    volume   and    ascertainable    cost
                  considerations.

         *        AMPAC will engage in  continuous  cost  reduction  and control
                  efforts,  and will share appropriate  information with Alliant
                  concerning  suggestions  from  Alliant  in the  spirit  of the
                  Strategic Partnering Agreement.

         *        Alliant  will  be  provided   with   appropriate   information
                  concerning AMPAC's ammonium perchlorate costs.

We look forward to continuing improvements in our relationship with Alliant, and
reiterate  our  commitment to the conduct of that  relationship  in full harmony
with both the letter and the spirit of that Agreement.


Sincerely yours,



/S/ JOHN R. GIBSON
------------------
John R. Gibson
President & CEO

                                       -2-

<PAGE>
                                    EXHIBIT B

                              ALL ALLIANT PROGRAMS

                              AMMONIUM PERCHLORATE


                  [THIS  MATERIAL  HAS  BEEN  OMITTED  PURSUANT  TO  A
                  REQUEST  FOR  CONFIDENTIAL  TREATMENT  AND HAS  BEEN
                  FILED SEPARATELY]




                                       -4-