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                                                                    Exhibit 10.3

[GRAPHIC]                                                              [GRAPHIC]

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND ARE DENOTED BY A DOUBLE ASTERISK
(**). THE CONFIDENTIAL PORTIONS HAVE BEEN SEPARATELY FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION.

                       MANUFACTURING & MARKETING AGREEMENT

     This Manufacturing & Marketing Agreement, ("Agreement"), is made and
entered into as of May 8, 2003 ("Effective Date"), by and between Chatsworth
Products, Inc., a Delaware corporation, having its principal office at 31425
Agoura Road, Westlake Village, CA 91361 ("CPI"), and American Access
Technologies, Inc., a Florida corporation, having its principal place of
business at 6670 Springlake Road, Keystone Heights, FL 32656, and its Affiliates
(collectively "AATK") (each a "Party" and collectively the "Parties").

                                    RECITALS

     A. CPI is engaged in the business of manufacturing and marketing products
used in communication and information technology systems worldwide;

     B. AATK designs and manufactures zone cabling enclosures, wireless
enclosures, and other structured cabling apparatus;

     C. CPI desires to purchase exclusively from AATK and AATK desires to sell
exclusively to CPI zone cabling enclosures, wireless enclosures, and other
structured cabling apparatus for marketing under and bearing the trademarks,
logos, and brand names of AATK and CPI pursuant to the terms and conditions of
this Agreement;

     D. AATK desires that CPI manufacture zone cabling enclosures, wireless
enclosures, and other structured cabling apparatus under the terms and
conditions of this Agreement.

     E. AATK and CPI desire this Agreement to be entered into as one of the
conditions precedent of a Stock Purchase and Sale Agreement executed by the
Parties;

     NOW, THEREFORE, in consideration of the mutual promises, covenants and
obligations contained herein, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:

                                  Page 1 of 26

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                                    ARTICLE 1

                                   DEFINITIONS

     1.1. Affiliate. The term "Affiliate(s)" means any corporation or business
entity that, directly or indirectly controls, is controlled by, or is under
common control of a party at any time during the Term. The term "control" means,
in the case of a corporation, ownership, directly or indirectly, of fifty
percent (50%) or more of the votes for the election of directors, or in the case
of a non-stock company, the legal power to direct or cause the direction of the
general management and policies of such company. A corporation or business
entity shall be deemed an Affiliate hereunder only during the term of the
requisite control.

     1.2. Code. The term "Code" means the California Commercial Code.

     1.3. Components. The term "Components" means parts and materials approved
in advance as set forth in Specifications by CPI for use in assembly and
manufacturing of Products by AATK.

     1.4. Confidential Information. The term "Confidential Information" means
any confidential information of a Party relating to any designs, know-how,
inventions, technical data, ideas, uses, processes, methods, formulae,
compositions, compounds, research and development activities, work in process,
or any scientific, engineering, manufacturing, marketing, business plan,
financial or personnel matter relating to the disclosing Party, its present or
future products, sales, suppliers, customers, employees, investors or business,
whether in oral, written, graphic or electronic form (which is marked
confidential or acknowledged as being confidential prior to disclosure). If the
Confidential Information is disclosed orally or visually, it shall be identified
as such at the time of disclosure and confirmed in writing by the disclosing
Party within thirty (30) days of disclosure. Confidential Information shall also
include any other information in oral, written, graphic or electronic form,
which given the circumstances surrounding such disclosure would be considered
confidential.

     1.5. Dead On Arrival. The term "Dead On Arrival" means a Product that is
non-operational, contains material defects, or does not operate according to the
Specifications upon delivery from AATK to CPI or to CPI's customer in the case
of a drop ship by AATK. Such definition does not include damage occurring in
transit as a result of mishandling by an authorized freight carrier.

     1.6. Distributor Net Price. The term "Distributor Net Price" means a dollar
amount for each Product mutually agreed in writing by the Parties as the net
price basis for Profit Sharing calculations under Section 3.5.

     1.7. ECCNs. The term "ECCNs" is defined in Section 8.5.2.

     1.8. Forecast. The term "Forecast' is defined in Section 3.2.

     1.9. Insignia. The term "Insignia" means trademarks, trade names, logos,
symbols, badges, labels, decorative designs, packaging designs or similar trade
dress.

                                  Page 2 of 26

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     1.10. Intellectual Property Rights. The term "Intellectual Property Rights"
means all United States and worldwide trademarks, service marks, trade dress,
logos, copyrights, rights of authorship, inventions, patents, rights of
inventorship, moral rights, rights of publicity and privacy, trade secrets,
rights under unfair competition and unfair trade practices laws, and all other
intellectual and industrial property rights related thereto.

     1.11. MSDS. The term "MSDS" is defined in Section 8.3.

     1.12. Purchase Order. The term "Purchase Order" means an order for Products
which shall specify at least the following: (i) Product quantity; (ii)
Specifications; (iii) delivery date; (iv) price either as (a) price per finished
Product, as set forth on Exhibit B or (b) price per Product as mutually agreed
in writing by the Parties under Section 3.5, and (v) other order terms and
conditions as determined by CPI. Purchase Orders may additionally identify drop
shipment destination, specific Product configuration, and other matters specific
to each separate sale by CPI to a customer.

     1.13. Product(s). The term "Product(s)" means those zone cabling
enclosures, wireless enclosures, and other structured cabling apparatus set
forth on Exhibit A, attached hereto and incorporated herein, as may be amended
by mutual agreement of the Parties from time to time, to be manufactured by AATK
or CPI (as the case may be) pursuant to Purchase Orders issued from time to time
under this Agreement.

     1.14. RMA. The term "RMA" is defined in Section 10.3.

     1.15. Specifications. The term "Specifications" means that portion of each
Purchase Order that provides objective, physical specifications for work to be
performed either by incorporation or by reference. Specifications shall also set
forth the CPI approved Component vendors, if any. If so specified, AATK shall
purchase Components only from CPI approved Component vendors and assemble them
into Products according to such Specifications.

     1.16. Standard Manufacturing Cost. The term "Standard Manufacturing Cost"
means a dollar amount for each Product mutually agreed in writing by the Parties
as the cost basis for Profit Sharing calculations under Section 3.5.

     1.17. Term. The term "Term" is defined in Section 12.1.

     1.18. Territory. The term "Territory" means the entire world.

     1.19. Warranty Period. The term "Warranty Period" is defined in Section
10.1.

                                    ARTICLE 2

                                 LICENSE RIGHTS

     2.1. Exclusive Rights in Territory. AATK hereby appoints CPI, for the Term,
as the sole and exclusive reseller in the Territory for all Products and grants
to CPI and its Affiliates, during the Term of and subject to the terms and
conditions of this Agreement, an exclusive, personal, terminable, indivisible
right in the Territory (i) to purchase and use the Products, and

                                  Page 3 of 26

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(ii) to market, distribute, service, test, maintain, sell and resell the
Products under the trademarks, logos, and brand names of AATK and CPI.

     2.2. Restrictions. During the Term, AATK shall not distribute or sell any
Products in the Territory to any party other than CPI or CPI's Affiliates.

     2.3. Manufacturing Rights. On the occurrence of: (i) the mutual agreement
of both Parties for CPI to manufacture the Products as more fully provided in
Article 6; or (ii) AATK failure to perform as described under Sections 3.1.3 or
4.1; or (iii) termination under Sections 12.2.1 or 12.2.3; or (iv) the sale of
AATK (including but not limited to substantially all of the outstanding stock or
assets of AATK) to, or merger with, a business entity which in CPI's sole
determination is a competitor to CPI, the Parties shall enter into a further
written agreement memorializing the terms under which CPI shall be entitled to
manufacture the Products.

                                    ARTICLE 3

                              PURCHASE OF PRODUCTS

     3.1. Purchase Order.

          3.1.1. This Agreement applies to all Purchase Orders that CPI, and/or
any of its current or future Affiliates, may place with AATK for the purchase of
Products. The terms and conditions of this Agreement including those presented
in all exhibits hereto shall apply to any Purchase Order, regardless of whether
this Agreement or its terms and conditions are expressly referenced in that
Purchase Order. No inconsistent or additional term or condition in any Purchase
Order or any acknowledgment or sale document from AATK shall be applicable to
orders for Products placed by CPI during the Term, unless expressly agreed to by
the Parties in writing.

          3.1.2. AATK shall be deemed to have accepted any Purchase Order issued
pursuant to this Agreement upon the occurrence of the earliest of: (a)
expiration of two (2) business days from the date of issuance of the order; (b)
AATK's written acceptance of the order; (c) shipment of the ordered Product; or
(d) submission of AATK's first invoice for the ordered Product.

          3.1.3. If AATK notifies CPI that it is rejecting or otherwise unable
to perform under a Purchase Order pursuant to this Agreement, then CPI shall at
it's sole discretion have the right to: (a) cancel the Purchase Order without
cancellation charges; or (b) manufacture the applicable quantity of Products for
which under such Purchase Order AATK has notified CPI it is rejecting or
otherwise unable to perform.

     3.2. Forecasts.

          3.2.1. Upon request by AATK or as deemed necessary by CPI, CPI will
provide AATK with a three (3) month rolling forecast ("Forecast") estimating its
monthly requirements for purchases of Products for the subsequent three (3)
calendar months.

                                  Page 4 of 26

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          3.2.2. The Forecast is provided solely to assist AATK in ensuring that
it has adequate parts and supplies to meet Purchase Orders that may be issued by
CPI. Notwithstanding anything else to the contrary, CPI will not be obligated to
purchase any amounts of Products set forth in each Forecast.

          3.2.3. Unless AATK notifies CPI in writing within five (5) business
days after receipt of a Forecast that it will not be able to supply the amount
of Products specified in the Forecast, AATK shall be obligated to provide the
quantity of Products consistent with the Forecast upon receipt of CPI's Purchase
Orders, and will be deemed to have warranted that it has the manufacturing
capacity to supply the Products in accordance with the Forecast. AATK shall
maintain sufficient inventory as may be necessary to supply Products consistent
with the Forecast and any cost or expense of such inventory shall be borne
solely by AATK.

     3.3. Changes.

          3.3.1. AATK's Request. AATK will not make any change to the Product,
including any Component, material or process used in manufacturing such Product,
without obtaining CPI's prior written consent. AATK's request will include any
cost, schedule or other impact of such change. If CPI requests, AATK will also
provide sample units of the modified Product for CPI's evaluation. CPI will
approve or disapprove AATK's request within thirty (30) days after receipt.

          3.3.2. CPI's Request. Should CPI desire modifications in the design of
a Product, CPI will submit a written Engineering Change Request ("ECR") to AATK.
Within one (1) week after AATK's receipt of the ECR, AATK will advise CPI of any
cost, schedule or other impact of such change, and will not implement any such
change unless and until CPI has approved such impact in writing.

          3.3.3. Emergency Changes. If CPI submits an emergency ECR clearly
identified as such, AATK will implement such ECR as soon as possible, provided
that AATK has advised CPI of and CPI has approved in writing any cost or other
impact of such change.

          3.3.4. Impact on Open Purchase Orders. Unless CPI specifies otherwise
in its written approval of changes pursuant to this Section 3.3, such changes
will be effective for all open Purchase Orders that have not been shipped as of
the date of CPI's approval.

     3.4. Pricing.

          3.4.1. CPI's purchase prices for Products are set forth in Exhibit B
and include discounts for quantities purchased under each Purchase Order. During
the Term, the prices set forth in Exhibit B shall be subject to revision only:
(i) upon at least 180 days prior written notice by either Party to the other
requesting a renegotiation of the Standard Manufacturing Cost and/or the
Distributor Net Price for a specific Product; and (ii) upon the mutual written
agreement of the Parties to revised pricing determined as required by Section
3.5 below. Notwithstanding the foregoing, the Parties anticipate that: (a) there
shall be no revision to any prices from the Effective Date through December 31,
2003; and (b) there shall not more than one revision per Product per calendar
year beginning January 1, 2004.

                                  Page 5 of 26

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          3.4.2. In the event that the pricing determined as required by Section
3.5 results in a decreased purchase price for any Product, CPI will be given
credit for the difference in the cost for all such Products in CPI's inventory
or in transit to CPI on the effective date of the price decrease. Upon CPI's
request, AATK shall within five (5) business days either apply such credit to
open invoices on CPI's account or pay CPI the amount equal to such credit.

     3.5. Profit Sharing.

** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

          3.6. Most Favored Nations Pricing. CPI shall be treated as a "Most
Favored Customer" of AATK. In this regard, no price charged by AATK for the
Products shall be any less favorable than the most favorable pricing, terms and
conditions that AATK offers to any of its customers for substantially similar
quantities, delivery terms, scope of services and work, and other conditions.

     3.7. Scheduling.

          3.7.1. AATK shall be obligated to deliver the scheduled quantity of
Products upon receipt of CPI's Purchase Orders, and will be deemed to have
warranted that it has the manufacturing capacity to supply the Products in
accordance with the scheduled delivery, provided such scheduled delivery date is
not less than ten (10) business days after receipt of order by AATK. AATK agrees
to maintain at AATK sole expense such inventory as necessary to meet the
aforementioned obligation.

          3.7.2. CPI may reschedule delivery under a Purchase Order from its
originally scheduled ship date without rescheduling charges or any other charges
provided that it so informs AATK at least two (2) business days before the
scheduled shipment date stated in the applicable Purchase Order.

          3.7.3. Notwithstanding the scheduling obligations herein, AATK agrees
to make all commercially reasonable efforts to deliver expedited orders for
Products as may be requested by CPI from time to time.

     3.8. Packing and Cartage. All Products ordered by CPI shall be packed for
shipment and distribution in accordance with the specifications set forth in
Exhibit C. No charge will be allowed for packing, boxing, or cartage, unless
agreed upon at the time of purchase and set forth in the Purchase Order. Damage
to any Products due to packing or cartage will be charged to AATK. CPI's order
number, part number and quantity shipped shall be marked or tagged on each
package and bill of lading.

     3.9. Shipment.

                                  Page 6 of 26

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          3.9.1. AATK shall ship the Products to CPI or drop ship the Products
to CPI's customers, as set forth in the respective Purchase Orders. AATK shall,
on the same day of the shipment date set forth in the Purchase Order, deliver
Products into the possession of a common carrier designated by CPI. All Products
shall be shipped FOB AATK's shipping point. Title to and risk of loss on all
Products shipped by AATK to CPI shall only pass to CPI after delivery at AATK's
shipping point to the common carrier designated by CPI.

          3.9.2. Upon learning of any potential delivery delays, AATK shall
notify CPI as to the cause of such delays and the actions taken by AATK to
resolve such delays. If AATK fails to make deliveries at the specified time and
such failure is caused by AATK, AATK shall, at no additional cost to CPI, employ
accelerated measures such as material expediting fees, premium transportation
costs, or labor overtime required to meet the specified delivery schedule or
minimize the lateness of deliveries.

     3.10. Payment. AATK's invoice will be paid on the later to occur of (a)
thirty (30) calendar days after receipt of the applicable Products, or (b)
fifteen (15) calendar days after final acceptance thereof pursuant to Section
4.2. The price for any Products includes the cost of AATK's usual packing of
good quality so as to sustain (without damages) normal domestic air and/or motor
freight transportation to point of delivery.

                                    ARTICLE 4

                             DELIVERY AND ACCEPTANCE

     4.1. Deliveries. Failure to deliver Products of the quality and quantity
and by the scheduled shipment date stated in the applicable Purchase Order
shall, at the option of CPI, relieve it of any obligation to accept and pay for
such Products as well as any undelivered shipments if there be any; and upon
failure to deliver as specified, CPI may manufacture the Products under such
Purchase Order unless deferred shipment is agreed to by CPI in writing. Any
failure by CPI to exercise its option with respect to any shipment of Products
shall not be deemed to constitute a waiver with respect to subsequent shipments.

     4.2. Acceptance. CPI or CPI's customer, in the case of a drop shipment by
AATK, shall have a reasonable time to inspect the Products. CPI shall notify
AATK in writing of particular deficiencies, and short shipment including any
defects in the Products or of any failure of the Products to comply with their
respective Specifications, during the inspection period which period shall be
thirty (30) calendar days immediately following shipment of the Product from
AATK. Failure to give notice of or particularize the defects or non-compliance
within the thirty (30) calendar day inspection period shall constitute CPI's
acceptance of such Products. Products that are found to contain defects or to
fail to comply with their respective Specifications shall be returned to AATK
for repair or replacement as set forth in Section 10.3 below.

                                    ARTICLE 5

                               SALES AND MARKETING

     5.1. Customer Orders.

                                  Page 7 of 26

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          5.1.1. New Orders. During the Term of this Agreement, beginning within
one (1) business day of the Effective Date, all third party inquiries and orders
for the Product shall be referred to CPI and all Product orders will be
processed exclusively by CPI.

          5.1.2. Backorders. Within three (3) business days of the Effective
Date, AATK shall deliver to CPI all information in its possession regarding any
and all unshipped third party orders for the Product arising prior to the
Effective Date, and shall cooperate with CPI in assigning all such orders to CPI
for processing. CPI may, in its sole discretion, refuse to accept any such
backorders in which case AATK shall remain responsible for the processing of
such orders specifically rejected by CPI.

     5.2. Reasonable Efforts. During the Term, CPI shall devote all such efforts
as it deems to be commercially reasonable to the promotion, marketing, and
selling of the Products in the Territory. CPI shall list the Products in its
next catalog available for insert and shall transmit Product information and
promotional materials to its customers.

     5.3. Products Documentation. AATK agrees to furnish, at no charge, such
Product documentation including but not limited to advertising copy, sales
literature, logos, trademarks, and any succeeding changes thereto, as may be
required by CPI for it's marketing effort. CPI may use, reproduce, reformat,
modify and distribute such product documentation. CPI agrees to reproduce AATK's
copyright notice contained in any documentation reproduced without change by
CPI. For documentation that is reformatted or modified by CPI, CPI shall have
the right to place only CPI's own copyright notice on the reformatted or
modified documentation. CPI's copyright notice shall protect the underlying
copyright rights of AATK to the documentation to the extent such underlying
rights are owned by AATK. AATK will correct promptly, by providing replacement
or updates, any defects in Product documentation, which AATK becomes aware of
and/or about which CPI notifies AATK may result in a product service loss or
could result in a safety hazard.

     5.4. Competing Activities. During the Term, AATK shall not promote, market,
sell, distribute, use or otherwise handle for anyone other than CPI, any zone
cabling enclosures, wireless enclosures, and other structured cabling apparatus,
or any other good or product which, in CPI's sole opinion, is competitive to any
products marketed or offered for sale by CPI, including without limitation the
Products.

     5.5. Personnel and Facilities. AATK will provide to CPI market support
staff and materials consisting of: (i) the full time services of AATK's Vice
President of Marketing; and (ii) the services of any other AATK customer and
sales representatives on a full or part-time basis as mutually agreed by the
Parties. CPI will devote its own sales, marketing and service personnel and
facilities in a reasonably similar manner to its own products.

     5.6. Business Practices. CPI and AATK shall: (a) conduct their respective
business in a manner that reflects favorably at all times on the Products and
the Parties goodwill and reputation, (b) avoid deceptive, misleading or
unethical practices, (c) make no false or misleading representations with regard
to the Products, and (d) not solicit orders from any customer that engages in
illegal or deceptive trade practices or any other practices proscribed under
this Agreement or under the laws, regulations or practices of the Territory. CPI
shall

                                  Page 8 of 26

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conduct its business for its own account, in its own name, and not as an agent,
employee, or partner of AATK or actually, impliedly or ostensibly hold itself
out as such. Except as herein expressly provided, CPI shall determine in its own
judgment how best to perform its obligations hereunder, and AATK has no right to
control such matters

     5.7. Training. AATK shall provide training and promotional aids, as may be
reasonably requested by CPI, for personnel designated by CPI in marketing and
servicing Products. Such training shall be held at times and locations mutually
agreed upon by the Parties.

     5.8. Web Display. AATK agrees to enter into such arrangements, including
but not limited to a mutually approved Internet linking agreement, as are
necessary for CPI to perform its obligations under the terms and conditions of
this Agreement.

                                    ARTICLE 6

                                  MANUFACTURING

     6.1. Joint Manufacturing.

          6.1.1. The Parties agree that it is to the mutual benefit of CPI and
AATK to cooperate in the manufacturing of Products at either CPI or AATK
facilities. The Parties hereby agree that during the Term, AATK shall
manufacture the Products unless and until: (i) AATK defers such right to CPI,
for any reason; or (ii) AATK's aggregate annualized sales rate to CPI has
exceeded $10,000,000 or such other dollar or unit volume level as may be
otherwise mutually agreed by the parties. Before CPI manufactures Products
pursuant to clauses (i) or (ii) in the preceding sentence, the Parties shall
enter into a further written agreement memorializing the terms under which CPI
shall be entitled to manufacture the Products.

          6.1.2. The Parties understand and agree that the time is of the
essence in responding to market demand for the Products and the Forecast and
notice requirements of Section 3.2 are intended to assist the Parties in
resolving potential delivery issues.

          6.1.3. Subcontractors. AATK shall manufacture and sell to CPI the
Products ordered by CPI or its Affiliates under Purchase Orders accepted by
AATK. The dollar content provided by independent contractors used by AATK to
manufacture the Products shall not exceed 50% without CPI's approval. AATK shall
manufacture and assemble the Products in accordance with the Specifications set
forth in the Purchase Order.

     6.2. Insignia.

          6.2.1. The Parties do hereby agree that certain Insignia of each of
them will be affixed to the Product and related sales brochures, marketing
materials, and packaging as will be mutually agreed upon in writing by the
Parties. All uses of the Parties Insignia shall only be pursuant to this Section
6.2, the uses as attached and incorporated to this Agreement per Exhibit E, and
any further written agreement of the Parties with respect to each specific use.

          6.2.2. Effective only upon the written agreement of the Parties with
respect to the specific use and all particulars regarding such use with the
Products, CPI grants to AATK

                                  Page 9 of 26

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during the Term a non-exclusive, non-transferable, non-assignable, indivisible,
revocable and terminable license, without the right to sublicense, to use the
CPI Insignia as set forth in the applicable written agreement between the
Parties, but only to the extent necessary to label and brand the Product and
packaging as mutually agreed upon by the Parties in such written agreement, and
for no other purposes. Such CPI Insignia will not be affixed, used, or otherwise
displayed on the Product or in connection therewith without the prior written
approval of CPI.

          6.2.3. Effective only upon the written agreement of the Parties with
respect to the specific use and all particulars regarding such use with the
Products, AATK grants to CPI during the Term a non-exclusive, non-transferable,
non-assignable, indivisible, revocable and terminable license, without the right
to sublicense, to use the AATK Insignia as set forth in the applicable written
agreement between the Parties, but only to the extent necessary to label and
brand the Product and related sales brochures, marketing materials, and
packaging as mutually agreed upon by the Parties in such written agreement, and
for no other purposes. Such AATK Insignia will not be affixed, used, or
otherwise displayed on the Product or in connection therewith without the prior
written approval of AATK.

          6.2.4. Notwithstanding any of the provisions of this Agreement, the
Parties shall not at any time do anything or act in any way that would or might
adversely affect the value or validity of any trademarks or other intellectual
property belonging to the respective Party. Each Party shall immediately notify
the other in writing upon becoming aware of any intellectual property
infringement or imitation of any intellectual property of CPI and AATK or of any
facts that either Party believes might constitute infringement or imitation. All
uses of a Party's Insignia shall inure exclusively to such Party's sole benefit.

                                    ARTICLE 7

                               PRODUCT DEVELOPMENT

     7.1. Product Updates. AATK shall keep CPI informed on a timely basis of
changes and innovations in performance, serviceability, uses and applications of
the Products. CPI may, at its discretion, make such new product available for
its distributors and customers.

     7.2. New Products. If AATK and CPI agree to develop new products to be
covered under this Agreement, the Parties shall agree on specific statements of
work, including work schedules, specifications, acceptance procedures,
deliverables, testing procedures, documentation and other mutually agreeable
terms and conditions, all of which shall be set forth in a writing signed by the
Parties ("Statement of Work"). If CPI accepts the developed product (including
the prototypes and pre-production units), in its sole discretion, developed
under the applicable Statement of Work, such developed products will be deemed a
Product under this Agreement, shall be incorporated herein by operation of this
Section, and all provisions hereunder shall apply to such Product.

                                    ARTICLE 8

                               GENERAL OBLIGATIONS

                                  Page 10 of 26

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     8.1. Third Party Agreements. AATK agrees to terminate, rescind, assign,
amend or otherwise modify any agreements between AATK and any other party that
may in the sole opinion of CPI, conflict with the terms and conditions of this
Agreement. Notwithstanding such termination, rescission, assignment, amendment,
or other modification to such agreements whether in writing, verbal or otherwise
implied, CPI shall be entitled to receive and AATK shall pay CPI that amount
equal to CPI's profit share in accordance with the intent of Section 3.5 for any
continued sales under such agreements.

          8.1.1. Distributor Termination. AATK shall within five (5) business
days of the Effective Date of this Agreement, terminate in writing all its
distribution agreements in the Territory including without limitation to those
with Accu-Tech, Anixter, CED/American Electric, Communications Supply Corp,
Graybar, Harris Electric Supply, Rexel, and WESCO.

          8.1.2. Supply Contract Assignment. AATK hereby assigns to CPI all OEM
and other supply contracts related to the Products including but not necessarily
limited to those with Tyco International, Corning, Panduit, Hubbell, and
Holocom. AATK shall within ten (10) business days of the Effective Date cause
the applicable other parties to such agreements to consent to such assignment in
writing using CPI's form of assignment and consent.

          8.1.3. Sales Agents. All obligations under agreements between AATK and
Scott Simpson, Ned Sigmon, and John Lichtenberg shall remain with AATK. To the
extent that the services of these Sales Agents mutually benefit AATK and CPI
under the provisions of this Agreement, the Parties in good faith hereby agree
to enter into negotiations as to the potential sharing of commission payments.

          8.1.4. Special Pricing. CPI shall be under no obligation to honor any
special pricing that may have been granted to any customer and remains
undisclosed in writing by AATK to CPI prior to the Effective Date of this
Agreement.

     8.2. Compliance with Laws. The Parties shall conform to the requirements of
all applicable federal and state laws and regulations including, but not limited
to, the Fair Labor Standards Act of 1938 and all applicable Department of Labor
regulations, local and municipal ordinances and the regulations of any agency or
public authority having jurisdiction over the manufacture and delivery of
Products. All Products shall comply, to the extent applicable, with the
Occupational Safety and Health Act of 1970, the California Occupational Safety
and Health Act of 1973 and all similar or related federal, state or local acts,
regulations or codes.

     8.3. Hazardous Material Requirement. AATK shall provide a current Material
Safety Data Sheet ("MSDS") for all hazardous materials shipped to CPI or CPI's
customers under this Agreement and any Purchase Orders. The MSDS shall be in
such form as required by the OSHA Hazard Communication Standard.

     8.4. Quality. AATK covenants that it shall manufacture and assemble all
Products from entirely new Components and materials, perform all manufacturing,
testing, and other quality assurance procedures according to the ISO 9001 or
similar standards as may be required and audited by CPI from time to time in
accordance with CPI's Supplier Evaluation Report set forth in Exhibit D, and
that the number of Products shipped that are Dead On Arrival during a

                                  Page 11 of 26

<PAGE>

rolling six (6) month period does not exceed one percent (1%) of the total
number of Products shipped during the same period.

     8.5. NAFTA Certificates and Export Regulations Requirements.

          8.5.1. Products may be further shipped to Canada or Mexico. During the
Term, AATK shall supply CPI with NAFTA Certifications and country of origin
information for all Products, and shall promptly notify CPI of any changes in
such information. AATK shall ensure that all NAFTA Certifications and country of
origin information for all Products shall be accurate and complete in all
respects. Such information shall be supplied in such form and in the manner as
CPI may reasonably require.

          8.5.2. Products may be resold or incorporated into CPI's products to
be shipped to a destination outside of the United States. The Commerce Control
List of the United States Bureau of Industry and Security designates export
control classification numbers ("ECCNs") for certain products, technology and
software that may be exported from the United States. AATK shall furnish CPI
with the applicable ECCNs for all Products and technical data supplied under
this Agreement. AATK shall ensure that all ECCNs furnished to CPI shall be
accurate and complete in all respects. AATK shall cooperate with CPI and shall
furnish such further information and documentation relating to AATK's Products
and technical data as CPI may reasonably require, which information and
documentation shall be in such form and delivered in such manner as CPI may
reasonably require.

     8.6. Right to Inspect. Upon permission of AATK, which shall not be
unreasonably withheld, CPI may inspect and/or copy and shall have access to
during the Term and for one (1) year after the expiration or termination of this
Agreement, all of AATK and its subcontractors premises, books, records,
receipts, vouchers, correspondence, instructions and the like pertaining to
Purchase Orders hereunder, for the purpose of and as are reasonably necessary to
verify that the Products supplied by AATK are in compliance with the
requirements of this Agreement and for any other reasonable purpose.

     8.7. Continuing Availability.

          8.7.1. AATK agrees to offer for sale to CPI, during the Term and for
at least one year after the expiration or termination of this Agreement,
Products conforming to the Specifications. AATK further agrees to offer for sale
to CPI, during the Term and for at least twenty (20) years after the expiration
or termination of this Agreement for any cause, maintenance, replacement, and
repair parts that are functionally equivalent and identical in form and fit for
the Products. The price for maintenance, replacement, and repair parts shall be
at prices mutually agreed to by the Parties. All maintenance, replacement, and
repair parts shall be warranted as set forth in Section 10.1.

          8.7.2. In the event AATK fails to supply maintenance, replacement, and
repair parts as required in Section 8.7.1 and AATK is unable to obtain another
source of supply acceptable to CPI, then AATK shall enter into a specific
agreement to, with reasonable compensation to AATK, provide CPI with all
technical and other information and all rights

                                  Page 12 of 26

<PAGE>

required or necessary to enable CPI or its designee to manufacture, have
manufactured or to obtain such maintenance, replacement, and repair parts from
other sources.

                                    ARTICLE 9

                              INTELLECTUAL PROPERTY

     9.1. Ownership of Materials.

          9.1.1. All Confidential Information disclosed by one Party to the
other during the term of this Agreement is and shall remain the disclosing
Party's sole property. All Confidential Information disclosed by either party to
the other must be in writing and clearly marked by the disclosing party as
"CONFIDENTIAL" or "PROPRIETARY". Confidential Information not marked as such,
disclosed orally or by demonstration, shall be so identified to the receiving
party by the disclosing party in writing within thirty (30) business days after
the disclosure.

          9.1.2. All information relating to methods, equipment and processes of
manufacturing the Products during the Term, if developed solely by CPI or AATK
and not incorporating, using or otherwise deriving from the other Party's
Confidential Information, belongs to the developing Party, and the developing
party shall retain all Intellectual Property Rights thereto. All information
related to methods, equipment and processes of manufacturing the Products
incorporating, using or otherwise deriving from a Party's Confidential
Information shall be solely owned by such disclosing Party, regardless of who
made the invention, and in consideration for the favorable provisions hereunder,
and other valuable consideration, each of CPI and AATK shall assign and hereby
do assign and convey to the other all worldwide right, title and interest in any
methods, equipment and processes of manufacturing the Products, to all
enhancements, improvements and derivatives thereof, and to all Intellectual
Property Rights therein, without requirement to compensate the other Party for
such right, title and interest.

     9.2. Confidentiality. Each Party: (i) shall keep the other Party's
Confidential Information confidential and shall not directly or indirectly, use,
divulge, publish or otherwise disclose or allow to be disclosed any aspect of
such other Party's Confidential Information, except with the other Party's prior
written consent and as specifically permitted by this Agreement; and (ii) shall
refrain from any action or conduct which might reasonably or foreseeably be
expected to compromise the confidentiality or proprietary nature of Confidential
Information. Upon request, each of the Parties shall immediately return to the
other the originals and all copies of any Confidential Information of the other
Party. The obligations and restrictions set forth in this Section 9.2 shall not
apply to any Confidential Information that falls within any of the following
exceptions, provided the receiving Party produces credible written evidence to
establish that such information:

          9.2.1. is or becomes part of the public domain without breach of this
Agreement by a receiving Party;

          9.2.2. is independently developed by or for a receiving Party
completely apart from the disclosures hereunder;

                                  Page 13 of 26

<PAGE>

          9.2.3. is received from a third party who lawfully acquires such
information without restriction, and without breach of this Agreement by a
receiving Party;

          9.2.4. was in a receiving Party's possession prior to the disclosure
by the other Party; and/or

          9.2.5. is released pursuant to a binding court order or government
regulation, provided that the receiving Party delivers a copy of such order or
action to the other Party and cooperates with the other Party if it elects to
contest such disclosure.

          If a receiving Party wishes to rely on the exceptions contained in
subparagraphs 9.2.2, 9.2.3 or 9.2.4 above, then such receiving Party must
demonstrate to the other Party's satisfaction the facts underlying why the
exception applies within thirty (30) days of the occurrence of the facts
establishing such exception.

                                   ARTICLE 10

                                   WARRANTIES

     10.1. Product Warranties. AATK warrants that for the period of twenty (20)
years following acceptance by CPI (the "Warranty Period") the Products supplied
by AATK hereunder (i) shall be merchantable, fit and sufficient for the purpose
intended, (ii) shall be free from defects in workmanship and materials, and
(iii) shall strictly conform to applicable Specifications, drawings and approved
samples, if any, and will be free from design defects. These warranties are in
addition to those implied or available at law under the Code. All warranties
shall run, during the Warranty Period, to CPI, its customers and subsequent
owners of the Products. In the event of a breach under this Section 10.1 during
the Warranty Period or in case any Products are received Dead On Arrival, CPI
may, at its sole option, (a) repair or replace the Products, at AATK's cost, (b)
require that the Products be repaired or replaced by AATK, at AATK's cost, and
AATK shall repair or replace such Products, (c) CPI may return all or part of
the Products to AATK for a full refund for the Products returned, and AATK shall
immediately pay CPI a full refund for such returned Products, or (d) CPI may
retain the Products. If CPI retains the Products, the price of the applicable
Purchase Order shall be reduced and if the Purchase Order price has been paid, a
refund will be made to CPI by the value of diminished utility of the Products as
mutually agreed to between AATK and CPI. AATK shall maintain a sufficient
inventory of Components to fulfill its warranty obligations hereunder, as well
as for other foreseeable purposes.

     10.2. Infringement Warranty. AATK warrants that; (a) none of the Products
or any of their elements, nor the use thereof violate or will violate or
infringe upon the Intellectual Property Rights of any third party; and (b) there
is neither pending nor threatened any claim, litigation or proceeding in any way
contesting AATK's rights to any of the Products or attacking the validity or
enforcement of any Intellectual Property Rights related thereto.

     10.3. Return Procedure. Prior to any Product being returned for repair or
replacement, CPI will contact AATK and AATK shall issue a Return Material
Authorization ("RMA") number for the applicable Product(s). The Product must be
clearly marked with a valid RMA number and forwarded to the AATK designated
repair facility, F.O.B. destination, freight

                                  Page 14 of 26

<PAGE>

collect. AATK will repair or replace such Product, as selected by CPI, within
ten (10) business days and return the Product, FOB destination, using a shipping
method selected by CPI, prepaid. AATK shall pay all shipping charges for AATK to
return the Product to CPI's facility in the United States or any other location
designated by CPI. AATK bears all risk of loss of the Products being returned
under an RMA from the time such Products are initially shipped from CPI until
the time that they are received by CPI following repairs or replacement.
Notwithstanding such return procedures AATK shall not accept any returns from
CPI customers without specific written prior authorization from CPI.

                                   ARTICLE 11

                                 INDEMNIFICATION

     11.1. AATK's INDEMNIFICATION OBLIGATION.

          11.1.1. AATK shall indemnify, defend and hold harmless CPI, and its
Affiliates, and their respective officers, directors, shareholders, employees,
agents and representatives (collectively "CPI Indemnitees") against all damages,
claims, liabilities, losses and other expenses, including without limitation
reasonable attorneys' fees and costs, whether or not a lawsuit or other
proceeding is filed, that arise out of or relate to (i) any dispute or claim
that the Products, or any part thereof, infringe or violate any third party's
Intellectual Property Rights, (ii) injury to or death of persons or damage to
property that may have been caused, or that may be alleged to have been caused,
directly or indirectly, by AATK, AATK's Products, AATK's employees or agents, or
AATK's subcontractors, their employees or agents, (iii) any defect in the
Products, their manufacture or assembly, or other failure of the Products to
comply with their respective Specifications, (iv) Components used in the Product
which if so required, are not approved by CPI, (v) any negligent act or omission
of AATK, its agents, or subcontractors, (vi) a breach of any warranty provided
by AATK under this Agreement, (vii) inaccurate, erroneous or incomplete NAFTA
certifications, country of origin information, or export control classification
numbers supplied to CPI for Products furnished by AATK, (viii) any dispute or
action arising out of or relating to distribution agreements, supply contracts,
sales agency, special pricing, or other contractual obligations in writing,
verbal, implied or otherwise that AATK may have with any other party that may
conflict with or otherwise diminish the value CPI receives under the terms and
conditions of this Agreement; or (ix) AATK's failure to fully conform to all
laws, ordinances, rules and regulations which affect the Products, their use, or
any part thereof. In the event AATK fails to promptly indemnify and defend such
claims and/or pay CPI's expenses, as provided above, CPI shall have the right to
defend itself and shall have the right to withhold any further payments due to
AATK under this Agreement, and in that case, AATK shall reimburse CPI
Indemnitees for all of their reasonable attorneys' fees, costs and damages
incurred in settling or defending such claims within thirty (30) days of each of
CPI's written requests, provided that any settlement shall only be with AATK's
prior written approval.

          11.1.2. Should the Products or any part thereof, become or be likely
to become the subject of any infringement claim for which AATK is obligated to
indemnify CPI pursuant this Section 11.1, then in addition to its indemnity
obligations herein, AATK shall also, without additional cost to CPI, (a) procure
for CPI the right to continue using the Products without liability of any kind;
(b) modify the Products so they are not infringing without loss of

                                  Page 15 of 26

<PAGE>

functionality or increased costs of use, operation or maintenance; and/or (c)
replace the infringing portions of the Products with non-infringing substitutes
without loss of functionality or increased costs of use, operation or
maintenance. In addition, upon the commencement of any litigation or other
proceeding regarding such infringement or violation of Intellectual Property
Rights, CPI shall be entitled to withhold all further payments due to AATK under
this Agreement and such payments will only resume when CPI's use is restored to
the level enjoyed by CPI prior to the injunction or restriction and following
full recoupment from amounts of any CPI Indemnitees' costs and damages under
this Section.

     11.2. CPI's INDEMNIFICATION OBLIGATION. CPI shall indemnify, defend and
hold harmless AATK, and its Affiliates, and their respective officers,
directors, shareholders, employees, agents and representatives (collectively
"AATK Indemnitees") against all damages, claims, liabilities, losses and other
expenses, including without limitation reasonable attorneys' fees and costs,
whether or not a lawsuit or other proceeding is filed, that arise out of or
relate to any negligent act or omission of CPI, its agents, or Affiliates. In
the event CPI fails to promptly indemnify and defend such claims and/or pay
AATK's expenses, as provided above, AATK shall have the right to defend itself,
and in that case, CPI shall reimburse AATK Indemnitees for all of their
reasonable attorneys' fees, costs and damages incurred in settling or defending
such claims within thirty (30) days of each of AATK's written requests, provided
that any settlement shall only be with CPI's prior written approval.

     11.3. Insurance.

          11.3.1. AATK shall maintain in full force and effect policies of: (i)
worker's compensation or employers' liability insurance within statutory limits;
(ii) general liability insurance (with broad form general liability endorsement)
with limits of not less than one million dollars ($1,000,000) per occurrence and
a five million dollars ($5,000,000) annual aggregate; and (iii) products
liability insurance, with reputable and financially secure insurance carriers in
an amount which is customarily carried by companies supplying cabinet and rack
systems with the same volume as AATK. Such coverage(s) will be purchased from an
AM Best A rated (or equivalent) carrier or carriers deemed reasonably acceptable
to CPI and will name CPI as an additional insured. Upon request by CPI, AATK
will provide to CPI copies of said policies of insurance. If AATK obtains an
occurrence-based policy, AATK will maintain "tail coverage" naming CPI as an
additional insured for a period of not less than eight (8) years following the
termination of this Agreement.

          11.3.2. CPI shall maintain in full force and effect policies of: (i)
worker's compensation or employers' liability insurance within statutory limits;
and (ii) general liability insurance (with broad form general liability
endorsement) with limits of not less than one million dollars ($1,000,000) per
occurrence and a five million dollars ($5,000,000) annual aggregate. Such
coverage(s) will be purchased from an AM Best A rated (or equivalent) carrier or
carriers deemed reasonably acceptable to AATK and will name AATK as an
additional insured. Upon request by AATK, CPI will provide to AATK copies of
said policies of insurance. If CPI obtains an occurrence-based policy, CPI will
maintain "tail coverage" naming AATK as an additional insured for a period of
not less than eight (8) years following the termination of this Agreement.

                                  Page 16 of 26

<PAGE>

     11.4. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY
HEREIN, EXCEPT FOR (I) INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTIONS 11.1 AND
11.2 ABOVE, OR (II) CPI'S RIGHT TO BE PAID COSTS AND DAMAGES PURSUANT TO ITS
"COVER" OF PURCHASE ORDERS AS SET FORTH HEREIN AND IN THE CODE, NEITHER PARTY
SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR
EXEMPLARY DAMAGES, WHETHER FORESEEABLE OR NOT, THAT ARE IN ANY WAY RELATED TO
THIS AGREEMENT. AATK AND CPI FURTHER AGREE THAT EACH AND EVERY PROVISION OF THIS
AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES
OR EXCLUSION OF DAMAGES IS EXPRESSLY INTENDED TO BE SEVERABLE AND INDEPENDENT OF
ANY OTHER PROVISION SINCE THOSE PROVISIONS REPRESENT SEPARATE ELEMENTS OF RISK
ALLOCATION BETWEEN THE PARTIES AND SHALL BE SEPARATELY ENFORCED.

                                   ARTICLE 12

                              TERM AND TERMINATION

     12.1. Term. This Agreement shall commence on the Effective Date and shall
continue for a period of five (5) years, unless earlier terminated under Section
12.2 (the "Term").

          12.1.1. Extended Term. The Term may be extended for up to five (5)
consecutive one (1) year periods(s) subject to: (i) at least sixty (60) days
prior to the expiration of the Term either Party provides written notice to the
other requesting the Term be extended; and (b) written mutual agreement of the
Parties to extend.

     12.2. Termination Procedures. This Agreement will terminate in the event of
any of the following:

          12.2.1. On the sixtieth (60th) day after either Party gives written
notice to the other of a material breach by the other of any term or condition
of this Agreement, unless the breach is cured before the 60th day.

          12.2.2. Mutual written agreement of the Parties to terminate.

          12.2.3. Written notice of termination by either Party after a receiver
has been appointed in respect of the whole or a substantial part of the other's
assets or a petition in bankruptcy or for liquidation is filed by or against the
other and such petition is not dismissed within thirty (30) days.

     12.3. Effect of Termination. In the event of termination:

          12.3.1. Each Party shall perform any outstanding and unperformed
obligation incurred as a result of this Agreement.

          12.3.2. Termination hereunder shall be without prejudice to any other
right or remedy to which either Party may be entitled hereunder at law or in
equity.

                                  Page 17 of 26

<PAGE>

                                   ARTICLE 13

                                  GENERAL TERMS

     13.1. Relationship of Parties. The relationship between AATK and CPI is
only that of independent contractors notwithstanding any activities set forth in
this Agreement. No Party is the agent or legal representative of any other
Party, and no Party has the right or authority to bind any other Party in any
way. This Agreement creates no relationship as partners or a joint venture, and
creates no pooling arrangement.

     13.2. Governing Law and Venue. This Agreement shall be interpreted and
enforced under the laws of the State of California, without application of its
conflicts or choice of law rules. All Parties irrevocably submit to the
jurisdiction of the state and federal courts located in Los Angeles County,
California for any action or proceeding regarding this Agreement, and the
Parties waive any right to object to the jurisdiction or venue of the courts in
Los Angeles County, California.

     13.3. Assignment. CPI acknowledges that the favorable terms of this
Agreement were granted to AATK only because of AATK's experience, and that the
substitution of any party by AATK would destroy the intent of the Parties.
Accordingly, AATK shall have no right to assign, delegate, transfer or otherwise
encumber this Agreement or any portion thereof without CPI's prior written
consent.

     13.4. Counterparts. This Agreement may be executed in several counterparts
that together shall be originals and constitute one and the same instrument. A
facsimile copy of a signature of a party to this Agreement or any such
counterpart shall be fully effective as if an original signature.

     13.5. Waiver. The failure of any Party to enforce any of its rights
hereunder or at law shall not be deemed a waiver or a continuing waiver of any
of its rights or remedies against another Party, unless such waiver is in
writing and signed by the Party to be charged.

     13.6. Severability. If any provision of this Agreement, or part thereof, is
declared by a court of competent jurisdiction to be invalid, void or
unenforceable, each and every other provision, or part thereof, shall
nevertheless continue in full force and effect.

     13.7. Attorney's Fees. In the event a dispute arises regarding this
Agreement, the prevailing Party shall be entitled to its reasonable attorney's
fees and expenses incurred in addition to any other relief to which it is
entitled.

     13.8. Notice. All notices, requests or other communications under this
Agreement shall be in writing, and shall be sent to the designated
representatives of the Parties at the addresses set forth on Page 1 of this
Agreement, and shall be deemed to have been duly given on the date of service if
sent by facsimile (provided a hard copy is sent in one of the manners specified
herein), or on the day following service if sent by overnight air courier
service with next day delivery with written confirmation of delivery, or five
(5) days after mailing if sent by first class,

                                  Page 18 of 26

<PAGE>

registered or certified mail, return receipt requested. Each Party is required
to notify the other Parties in the above manner of any change of address.

     13.9. Further Assurances. The Parties agree to execute such additional
documents and perform such acts as are reasonably necessary to effectuate the
intent of this Agreement.

     13.10. Entire Agreement. This Agreement constitutes the entire agreement
between the Parties regarding the subject matter hereof, and supersedes all
prior or contemporaneous understandings or agreements regarding the subject
matter hereof, whether oral or written. This Agreement shall be modified or
amended only by a writing signed by both CPI and AATK.

     13.11. Authority. The parties executing this Agreement on behalf of CPI and
AATK represent and warrant that they have the authority from their respective
governing bodies to enter into this Agreement and to bind their respective
companies to all the terms and conditions of this Agreement.

     13.12. Captions. The captions of the Articles and Sections in this
Agreement are for convenience only and shall not be used to interpret the
provisions of this Agreement.

     13.13. Survival. Sections 2.3, 3.4.2, 3.6 4.2, 8.6, 8.7, 9.1, 9.2, 10.1,
10.2, 10.3, 11.1, 11.2, 11.3, 11.4, 12.3, 13.1 through 13.13, and all Sections
under Article 1 shall survive the termination or expiration of this Agreement.

IN WITNESS WHEREOF, and intending to be legally bound, the Parties have executed
this Agreement on the dates set forth below to be effective as of the date first
set forth above.

Chatsworth Products, Inc., a Delaware     American Access Technologies, Inc.,
corporation.                              a Florida  corporation.


By:                                       By:
   ------------------------------------      -----------------------------------
      Joseph Cabral                             John E. Presley
      President and CEO                         President & CEO

                                  Page 19 of 26

<PAGE>

[GRAPHIC]                                                              [GRAPHIC]

                                    EXHIBIT A

                                    PRODUCTS
<TABLE>
<S>            <C>
-------------------------------------------------------------------------------------------------------------
A1024-HR       Active Ceiling Enclosure for Hubs, Switches and Patch Panels
-------------------------------------------------------------------------------------------------------------
A1024-LP       Passive Ceiling Enclosure for Wiring Blocks
-------------------------------------------------------------------------------------------------------------
A1024-PP       Passive Ceiling Enclosure for Patch Panels
-------------------------------------------------------------------------------------------------------------
A1222-HR       Active Ceiling Enclosure for Hubs, Switches and Patch Panels
-------------------------------------------------------------------------------------------------------------
A1222-LP       Passive Ceiling Enclosure for Wiring Blocks
-------------------------------------------------------------------------------------------------------------
A1222-PP       Passive Ceiling Enclosure for Patch Panels
-------------------------------------------------------------------------------------------------------------
BCE-6-P        Basic Consolidation Point with no brackets
-------------------------------------------------------------------------------------------------------------
BCE-24-N       Basic Consolidation Point with cover Non Plenum for 24pt Patch Pnl
-------------------------------------------------------------------------------------------------------------
BCE-24-P       Basic Consolidation Point with cover Plenum for 24pt Patch Pnl
-------------------------------------------------------------------------------------------------------------
BCE-48-N       Basic Consolidation Point with cover Non Plenum for 48pt Patch Pnl
-------------------------------------------------------------------------------------------------------------
BCE-48-P       Basic Consolidation Point with cover Plenum for 48pt Patch Pnl
-------------------------------------------------------------------------------------------------------------

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

-------------------------------------------------------------------------------------------------------------
A0222-RF       Passive Raised Floor Enclosure for Patch Panels for 2" Raised Floor
-------------------------------------------------------------------------------------------------------------
A0422-RF       Passive Raised Floor Enclosure for Patch Panels for 3" Raised Floor
-------------------------------------------------------------------------------------------------------------
A0622-RF       Passive Raised Floor Enclosure for Patch Panels for 6" Raised Floor
-------------------------------------------------------------------------------------------------------------
A0802-RF-DI    Passive Raised Floor Enclosure for Patch Panels with lid
-------------------------------------------------------------------------------------------------------------
A0822-RF       Passive Raised Floor Enclosure for Patch Panels for 8" Raised Floor
-------------------------------------------------------------------------------------------------------------
A1411-RF-HR    Active Raised Floor Enclosure for Hubs, Switches and Patch Panels
-------------------------------------------------------------------------------------------------------------
A1422-RF       Passive Raised Floor Enclosure for Patch Panels for 12" Raised Floor
-------------------------------------------------------------------------------------------------------------
A1422-RF-X     Passive Raised Floor Enclosure for Patch Panels for 12" Raised Floor - Split Rails
-------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------
AAT-ACE-DOME   Universal Ceiling Enclosure for Wireless Access Points
-------------------------------------------------------------------------------------------------------------
AAT-CAP        Universal Ceiling Enclosure for Cisco Wireless Access Points - Box Only
-------------------------------------------------------------------------------------------------------------
AAT-CAP-00     Interchangeable Door Faceplate Kit for Wireless Access Points - Blank
-------------------------------------------------------------------------------------------------------------
AAT-CAP-35     Interchangeable Door Faceplate Kit for Cisco 350 Series Wireless Access Points
-------------------------------------------------------------------------------------------------------------
AAT-CAP-11     Interchangeable Door Faceplate Kit Cisco 1100 Series Wireless Access Points
-------------------------------------------------------------------------------------------------------------
AAT-CAP-12     Interchangeable Door Faceplate Kit Cisco 1200 Series Wireless Access Points
-------------------------------------------------------------------------------------------------------------
WA064-CAP      Ceiling Enclosure for most Wireless Access Points - Aluminum
-------------------------------------------------------------------------------------------------------------
WA064-WAP      Wall Mount Enclosure for most Wireless Access Points - Steel
-------------------------------------------------------------------------------------------------------------
WA064-WAP      Wall Mount Enclosure for most Wireless Access Points - Steel
-------------------------------------------------------------------------------------------------------------
AAT-ACE        Universal Ceiling Enclosure for Wireless Access Points
-------------------------------------------------------------------------------------------------------------
AAT-MACE       Ceiling Enclosure for most Wireless Access Points - Aluminum - Vented
-------------------------------------------------------------------------------------------------------------
AAT-MWME-P     Mini Wall Mounted Plenunum Enclosure - Solid Fiberglass
-------------------------------------------------------------------------------------------------------------
AAT-WME-P      Standard Wall Mounted Plenunum Enclosure - Solid Fiberglass - Nema 4
-------------------------------------------------------------------------------------------------------------
AAT-WMESG-P    Standard Wall Mounted Plenunum Enclosure - Fiberglass - Smoked Plexiglass door
-------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------
AAT-AWM-H      Wall Mount Enclosure - Horizontal 3U Active, 6U Passive 6pt fiber, 100pr 110blck
-------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------
HME-38X24      Rack Assembly for Ethospace Furniture 4U
-------------------------------------------------------------------------------------------------------------
HME-38X30      Rack Assembly for Ethospace Furniture 4U
-------------------------------------------------------------------------------------------------------------
HME-38X36      Rack Assembly for Ethospace Furniture 4U
-------------------------------------------------------------------------------------------------------------
</TABLE>

                                  Page 20 of 26

<PAGE>

<TABLE>
<S>            <C>
HME-38X42      Rack Assembly for Ethospace Furniture 4U
-------------------------------------------------------------------------------------------------------------
HME-38X48      Rack Assembly for Ethospace Furniture 8U
-------------------------------------------------------------------------------------------------------------
HME-54X24      Rack Assembly for Ethospace Furniture 6U
-------------------------------------------------------------------------------------------------------------
HME-54X30      Rack Assembly for Ethospace Furniture 6U
-------------------------------------------------------------------------------------------------------------
HME-54X36      Rack Assembly for Ethospace Furniture 6U
-------------------------------------------------------------------------------------------------------------
HME-54X42      Rack Assembly for Ethospace Furniture 12U
-------------------------------------------------------------------------------------------------------------
HME-54X48      Rack Assembly for Ethospace Furniture 12U
-------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------
AATKLPS-19     Single-sided Low Profile Brushed Aluminum Shelf
-------------------------------------------------------------------------------------------------------------
AATK19         Single-sided Brushed Aluminum Shelf
-------------------------------------------------------------------------------------------------------------
AATKLPS-20     Single-sided Low Profile Vented Brushed Aluminum Shelf
-------------------------------------------------------------------------------------------------------------
AATK20         Singel-sided Vented Brushed Aluminum Shelf
-------------------------------------------------------------------------------------------------------------
AATKLP-19      Center-Mount Double-sided Low Profile Brushed Aluminum Shelf
-------------------------------------------------------------------------------------------------------------
AATKLP-20      Center-Mount Double-sided Low Profile Vented Brushed Aluminum Shelf
-------------------------------------------------------------------------------------------------------------
AATKM19        Single-sided Brushed Aluminum Shelf with Mouse Tray
-------------------------------------------------------------------------------------------------------------
AATKMKS-B      Monitor / Keyboard Combo Shelf with Mouse Tray, Steel Black Powder Coated
-------------------------------------------------------------------------------------------------------------
AATKS19        Center-Mount Double-sided Brushed Aluminum
-------------------------------------------------------------------------------------------------------------
AATKS-20-1     Center-Mount Double-sided Vented Brushed Aluminum
-------------------------------------------------------------------------------------------------------------
AATKSM19       Center-Mount Double-sided Brushed Aluminum Shelf with Mouse Tray
-------------------------------------------------------------------------------------------------------------
AATK-KB-B      Center-Mount Sliding Keyboard Tray in Steel Black Powder Coat
-------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------
               All Brushed Aluminum Shelves are Available in Black Powder Coat; add suffix "B" to part number
-------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------
CHROME LOCK
KIT            Lock Kit - One lock
-------------------------------------------------------------------------------------------------------------
SPARE KEYS     Spare Key
-------------------------------------------------------------------------------------------------------------
FP-B33-06      Foam kit for Raised-Floor Enclosure equipped with Rotating Brackets - 1 per enclosure
-------------------------------------------------------------------------------------------------------------
FP-B33-11      Foam kit for Raised-Floor Enclosure equipped with Fixed Brackets  -  1 per enclosure
-------------------------------------------------------------------------------------------------------------
FP-B33-25      Foam kit for Ceiling Enclosure  -  order 2 per enclosure
-------------------------------------------------------------------------------------------------------------
RF-BRACKET     Raised Floor Mounting Brackets ( set of 4 )
-------------------------------------------------------------------------------------------------------------
RF-SEC-LID     Raised Floor Lids ( only for non-flanged enclosures )

-------------------------------------------------------------------------------------------------------------
               **   Certain information on this page has been omitted and filed
                    separately with the Securities and xchange Commission.
                    Confidential treatment has been requested with respect to
                    the omitted portions.
-------------------------------------------------------------------------------------------------------------

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

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

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

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                                  Page 23 of 26

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[GRAPHIC]                                                              [GRAPHIC]

                                    EXHIBIT B

                                     PRICING

** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

                                    EXHIBIT C

                                   [GRAPHIC]
                               Product Packaging
                                  Requirements

                                  Page 24 of 26

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[GRAPHIC]                                                              [GRAPHIC]

                                    EXHIBIT D

                                    [GRAPHIC]
                                  CPI Supplier
                                 Evaluation Form

                                  Page 25 of 26

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[GRAPHIC]                                                              [GRAPHIC]

                                    EXHIBIT E

                                (See Attachment)

                                  Page 26 of 26