MASTER AGREEMENT REGARDING

                     ASSET PURCHASE AND RELATED TRANSACTIONS

                                 BY AND BETWEEN

                                 HONEYWELL INC.

                                       AND

                    EFTC CORPORATION, A COLORADO CORPORATION





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         THIS ASSET PURCHASE AGREEMENT (the "Agreement") dated to be effective
as of March 19 1999 is entered into by and between Honeywell Inc., a Delaware
corporation with a place of business at 5353 West Bell Road, Glendale, Arizona
(hereafter "Seller") and EFTC Corporation, a Colorado corporation (hereafter
"Purchaser"), with reference to the following facts:

RECITALS

A. Seller manufactures circuit card assemblies for use in avionics and aerospace
equipment produced by Seller at its facility located at 5353 West Bell Road,
Glendale, Arizona (hereinafter the "Business").

B. Purchaser has unique capabilities in the mass production of circuit card
assemblies.

C. Seller desires to sell and Purchaser desires to purchase certain assets of
Seller used primarily in the Business, and Seller desires to assign and
Purchaser desires to assume certain liabilities relating to the Business, as
described herein such that Purchaser may assume the operations of the Business.

D. The Parties agree that the nature of the transaction contemplated by this
Agreement will require the Parties to develop a long term and tightly integrated
relationship in order to assure the success of the anticipated transaction.

         NOW, THEREFORE, in consideration of the mutual covenants, agreements
representations and warranties contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:

1.       PURCHASE AND SALE OF ASSETS

         1.1 Purchase and Sale of Personal Property. Subject to the terms and
conditions of this Agreement and except as otherwise provided herein on and
effective as of the Closing Date, as defined in Section 9.1 below, Seller shall
sell, convey, transfer, assign and deliver to Purchaser and Purchaser shall
purchase and accept from Seller, all of Seller's right, title and interest in
and to certain machinery and equipment, office equipment, tools and other
tangible personal property as listed in Exhibit 1.1 (the "Personal Property"),
together with such changes, deletions or additions as are agreed upon by Parties
and occur between the date of such Exhibit, and the Closing Date:

         1.2 Purchase and Sale of Inventory and Contracts. Subject to the terms
and conditions of this Agreement and except as otherwise provided herein, on the
Inventory Transfer Date, as defined in Section 9.2. below, Seller shall sell,
convey, transfer, assign and deliver to Purchaser and Purchaser shall purchase
and accept from Seller all of Seller's right, title and interest in and to the
following assets, together with such changes, deletions or additions as are
agreed upon by the Parties and occur between the respective dates of the
referenced Exhibits and the Inventory Transfer Date:




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                  1.2.1 All inventory of the Business, including raw materials,
parts and components and work-in-process (the "Inventory"), such Inventory to be
identified in accordance with the procedures specified in Exhibit 1.2.1; and

                  1.2.2 The contracts, agreements, arrangements and/or
commitments of the Business with vendors specified in Exhibit 1.2.2 (the
"Contracts"). Notwithstanding anything to the contrary set forth herein or in
any Exhibit hereto, no contracts for the sale of circuit card assemblies or
other products are to transfer to Purchaser under this Agreement (other than the
Long Term Supply Agreement).

The Personal Property, Contracts and Inventory are referred herein collectively
as the "Assets."

         1.3 Non-Assignable Assets. Notwithstanding anything in this Agreement
to the contrary, this Agreement shall not constitute an agreement to assign any
Asset if the attempted assignment thereof, without the consent of a third party
thereto, would constitute a breach of any obligation of Seller or is otherwise
not permitted by the terms of any agreement or instrument governing or affecting
such Asset or by applicable law. Any transfer or assignment to Purchaser by
Seller of any property or property rights or any agreement which shall require
the consent or approval of any third party shall be made subject to such consent
or approval being obtained; provided that Seller shall hold such property,
property rights or agreement for the exclusive benefit of Purchaser until such
consent or approval is obtained.

         1.4 Transfer of Title to the Assets. Seller shall sell, assign, convey,
transfer and deliver the Assets to Purchaser at the Closing Date or the
Inventory Transfer Date, as applicable, by means of mutually agreeable bills of
sale, assignments, endorsements, certificates and such other instruments of
transfer as shall be necessary or appropriate to vest good title to the Assets
in Purchaser, free and clear of any liens, charges and encumbrances, except as
otherwise set forth in this Agreement.

         1.5 License Agreement. Concurrent with the execution of this Agreement
Seller and Purchaser shall enter into a license agreement (the "License
Agreement") covering certain intellectual property of the Business as described
in such agreement (the "Licensed Intellectual Property").

2.       PURCHASE PRICE

         2.1 Purchase Price.  The method of calculating the purchase price to be
paid by Purchaser for the Assets (the "Purchase Price") and the applicable
payment terms are set forth in Exhibit 2.1

         2.2 Payments. All payments required to be made pursuant to this Article
2 and other provisions of this Agreement shall be made in United States dollars
in immediately available funds by wire transfer to an account designated by
Seller.

         2.3 Transfer Taxes.  Purchaser shall be responsible for all sales,
transfer and similar taxes, duties or levies assessed or payable in connection
with the transfer of the Assets to Purchaser. Purchaser shall obtain and furnish
to Seller all required resale or other exemption certificates with respect to
the Assets

3.       ASSUMPTION OF LIABILITIES AND OBLIGATIONS

         3.1 Assumed Liabilities.  Upon, from and after the Closing Date, or
with respect to the Inventory and the Contracts only, the Inventory Transfer
Date, Purchaser shall, without any further



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responsibility or liability of, or recourse to, Seller or any of its directors,
shareholders, officers, employees, agents, consultants, representatives, parent
entities, affiliates, subsidiaries, successors or assigns, absolutely and
irrevocably assume and be solely liable and responsible for any and all
liabilities and obligations of any kind or nature of Seller (whether fixed or
contingent, matured or unmatured, foreseen or unforeseen, known or unknown),
which may arise out of the following on or after the Closing Date or the
Inventory Transfer Date, as applicable, and which are attributable to the period
on or after the Closing Date or the Inventory Transfer Date, as applicable (the
"Assumed Liabilities"):

                  3.1.1    The ownership, use or possession or condition of the
Assets, or the operation or conduct of the Business;

                  3.1.2 Seller's obligation to purchase goods and services
incurred in the ordinary course of business consistent with past practices of
Seller through the Closing Date or the Inventory Transfer Date, as applicable,
to the extent such obligations relate to goods and services to be received by
Purchaser after the Closing Date or the Inventory Transfer Date, as applicable;

                  3.1.3    Seller's obligations under the Contracts; and

                  3.1.4    Liability for all Tax and Taxes, as described in
Section 4.6.1, relating to the Assets or the Business; and

                  3.1.5    Any other liability specifically and expressly
assumed by Purchaser herein or in the Exhibits hereto as the responsibility of
Purchaser.

Nothing contained in this Section shall be deemed to limit (i) any obligations
of Seller under this Agreement, including but not limited to, the
representations and warranties made by Seller in Section 4; or (ii) the
obligations set forth in Article 6.

         3.2 Retained Liabilities. Seller shall at all times, without any
responsibility or liability of, or recourse to, Purchaser or any of its
directors, shareholders, officers, employees, agents, consultants,
representatives, parent entities, affiliates, subsidiaries, successors or
assigns, absolutely and irrevocably be and remain solely liable and responsible
for any and all liabilities and obligations of any kind or nature (whether fixed
or contingent, matured or unmatured, foreseen or unforeseen, known or unknown)
existing or arising from or in connection with the conduct of the Business prior
to the Closing Date, or with respect to the Inventory and the Contracts only,
the Inventory Transfer Date (collectively the "Retained Liabilities") unless the
terms hereof or of an Exhibit hereto expressly state that such liability or
obligation shall transfer to Purchaser at another time, including, but not
limited to, the obligations set forth in Article 6.

         3.3 Taxes. Taxes on the Assets shall be prorated as of the Closing Date
or the Inventory Transfer Date, as applicable. The party paying the Taxes may
bill the other party for that party's prorated portion of Taxes paid.



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4.       REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Purchaser as follows:

         4.1 Corporate Status. Seller is a corporation duly organized and
validly existing under the laws of Delaware, the jurisdiction in which it is
incorporated, and has full power and authority to carry on the Business as now
conducted. Seller has all requisite corporate power and authority to enter into
this Agreement and to perform its obligations and consummate the transactions
contemplated hereby in accordance with the terms of this Agreement. Seller is
duly qualified to do business in each jurisdiction in which the failure to be so
qualified would have a material adverse effect on Seller's conduct of the
Business.

         4.2 Authorization. All corporate and other proceedings required to be
taken by or on the part of Seller including, without limitation, all action
required to be taken by the directors or stockholders of Seller to authorize
Seller to enter into and carry out this Agreement have been, or prior to the
Closing Date will be, duly and properly taken. This Agreement has been duly
executed and delivered by Seller and is valid and enforceable against Seller in
accordance with its terms, subject to laws of general application relating to
bankruptcy, insolvency and the relief of debtors and the rules of law governing
specific performance, injunctive relief and other equitable remedies.

         4.3 Compliance. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby will not (a) result in the
material breach of any of the terms or conditions of, or constitute a default
under, or violate, as the case may be, the certificate of incorporation, by-laws
or other organizational documents of Seller or any material agreement, lease,
mortgage, note, bond, indenture, license or other document or undertaking, oral
or written, to which Seller is a party or by which Seller is bound or by which
any of the Assets may be affected, in a manner which could materially and
adversely affect the Business taken as a whole, or (b) result in the creation of
a lien or encumbrance on Seller's interest in any of the Assets.

         4.4 Contracts. Seller is not in material default or defaults under any
of the Contracts and, to the knowledge of the Seller, there does not exist any
material default under any of the Contracts by any other party thereto that, in
either case, would in the aggregate materially and adversely affect the Business
taken as a whole.

         4.5 Title. Seller has good and marketable title to, or valid leasehold
interests in, as the case may be, all of its Assets free and clear of all liens,
mortgages, pledges and encumbrances, other than (i) liens for taxes not yet due
and payable or being contested in good faith, and (ii) encumbrances that do not
materially adversely affect the marketability of any such Asset or the ability
of Seller to use such Asset for its currently intended use in the conduct of the
Business as it is now being conducted.

         4.6 Taxes.

                  4.6.1    General.  All Taxes (as hereinafter defined) with
respect to the Assets that are or become due and payable or accrue with respect
to any period or portion thereof ending on or prior



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to the Closing Date and, with respect to the Inventory and the Contracts only,
the Inventory Transfer Date, have been or will be duly and properly computed,
reported, fully paid and discharged by Seller. As used herein, the terms "Tax"
and "Taxes" shall include all federal, state, local and foreign taxes,
assessments or other governmental charges (including, without limitation, net
income, gross income, excise, franchise, sales, use, and value added taxes,
personal property and ad valorem taxes, taxes withheld from employees' salaries
and other withholding taxes and obligations and all deposits required to be made
with respect thereto), levies, assessments, deficiencies, import duties,
licenses and registration fees and charges of any nature whatsoever, including
any interest, penalties, additions to tax or additional amounts with respect
thereto, imposed by any government or taxing authority which are levied upon the
Assets.

                  4.6.2 Unpaid Taxes, Liens, etc. Except for the current Taxes
not yet due and payable, there are no unpaid Taxes that could become a lien on
the Assets, and with respect to any period or portion thereof ending on or
before the Closing Date, or with respect to the Inventory and the Contracts
only, the Inventory Transfer Date, there will be no unpaid Taxes that could
become a lien on the Assets, and there are no tax liens on the Assets. There are
no liens for Taxes on the Assets. Seller is not required to treat any Asset as
owned by another person for federal income tax purposes or as tax-exempt bond
financed property or tax-exempt use property within the meaning of Section 168
of the Internal Revenue Code (the "Code"). None of the Assets is subject to any
joint venture, partnership or other agreement or arrangement that is treated as
a partnership for federal income tax purposes. The transactions contemplated
herein are not subject to the tax withholding provisions of Section 3406 of the
Code, or of Subchapter A of Chapter 3 of the Code or any other provision of law.

         4.7 ERISA and Benefits. No event has occurred and no condition exists
that could be reasonably expected to subject Purchaser or any of its employees
to any tax, fine, penalty or other liability arising under, or with respect to,
any current or former employee benefit plan maintained by or contributed to by
Seller or any member of Seller's controlled group (as defined in Section 414 of
the Code and 4001 of ERISA) or as to which Seller or any member of Seller's
controlled group has or could have any liability (within the meaning of Section
3(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA")). None of the Assets is subject to a lien under ERISA or the Code and
no event has occurred and no condition exists that could be reasonably expected
to give rise to a lien under ERISA or the Code with respect to the Assets.

         4.8 Sufficiency of Assets. To the best knowledge of Seller, the
Inventory and Personal Property represent substantially all of the Inventory and
Personal Property used by Seller directly in the operation of the Business. To
the best knowledge of Seller, the Licensed Intellectual Property represents all
of the intellectual property used by Seller directly in the operation of the
Business.

         4.9 Brokers. No broker, investment banker, financial advisor or other
Person is entitled to any broker's, finder's, financial advisor's or other
similar fee or commission in connection with the transactions contemplated by
this Agreement based on arrangements made by or on behalf of Seller.

         4.10 Financial Information.  Exhibits 1.1 and 1.2.1, and the statements
to be provided pursuant to the terms of Exhibit 2.1 reflect or will reflect the
book value of the Inventory and



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Personal Property, which has been calculated in accordance with generally
accepted accounting principles as historically applied by Seller.

         4.11 No Additional Representations. NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED IN THIS ARTICLE, ANY OTHER PROVISION OF THIS AGREEMENT, OR
ANY OTHER COMMUNICATIONS BETWEEN THE PARTIES ORALLY OR IN WRITING, IT IS THE
EXPLICIT INTENT OF EACH PARTY HERETO THAT SELLER IS MAKING NO REPRESENTATION OR
WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, BEYOND THOSE EXPRESSLY GIVEN IN THIS
AGREEMENT, OR ANY OF THE DOCUMENTS DELIVERED PURSUANT TO SECTION 12, INCLUDING
BUT NOT LIMITED TO ANY IMPLIED WARRANTY OR REPRESENTATION AS TO CONDITION,
MERCHANTABILITY OR SUITABILITY AS TO ANY OF THE PROPERTIES OR ASSETS OF SELLER.
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, OR ANY OF THE
DOCUMENTS DELIVERED PURSUANT TO SECTION 12, THE ASSETS ARE BEING SOLD ON AN "AS
IS, WHERE IS" BASIS.

         IN CONNECTION WITH THE LONG TERM SUPPLY AGREEMENT TO BE ENTERED INTO
BETWEEN THE PARTIES HEREUNDER, WHILE IT IS THE PARTIES' INTENTION TO MAINTAIN
PRODUCTION VOLUMES CONSISTENT WITH THE LONG TERM SUPPLY AGREEMENT, SELLER MAKES
NO REPRESENTATION OR WARRANTY AS TO ORDER QUANTITY, FREQUENCY OR COMPOSITION.
THE PARTIES ACKNOWLEDGE THE VOLATILITY OF SELLER'S MARKETS AND THAT SELLER MAY
ACQUIRE OR DEVELOP NEW PRODUCT LINES AND/OR DIVEST PRODUCT LINES IN ITS SOLE
DISCRETION.

5.       REPRESENTATIONS AND WARRANTIES OF PURCHASER

         Purchaser represents and warrants to Seller as follows:

         5.1 Corporate Status. Purchaser is a corporation duly organized and
validly existing under the laws of the State of Colorado, the jurisdiction in
which it is incorporated and has full power and authority to carry on its
business and to own all of its properties and assets. Purchaser has all
requisite corporate power and authority to enter into, execute and deliver this
Agreement and to perform its obligations and consummate the transactions
contemplated hereby in accordance with the terms of this Agreement.

         5.2 Authorization. All corporate and other proceedings required to be
taken by or on the part of Purchaser including, without limitation, all action
required to be taken by the directors or shareholders of Purchaser to authorize
Purchaser to enter into and carry out this Agreement, have been, or prior to the
Closing Date will be, duly and properly taken. This Agreement has been duly
executed and delivered by Purchaser and is valid and enforceable against
Purchaser in accordance with its terms, subject to laws of general application
relating to bankruptcy, insolvency and the relief of debtors and the rules of
law governing specific performance, injunctive relief and other equitable
remedies.



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         5.3 Compliance. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby will not result in the
breach of any of the terms or conditions of, or constitute a default under, or
violate, as the case may be, the articles of incorporation, by-laws or other
organization documents of Purchaser or any material agreement, lease, mortgage,
note, bond, indenture, license or other document or undertaking, oral or
written, to which Purchaser is a party or by which Purchaser is bound or by
which any of the Assets may be affected.

         5.4 Financing. Purchaser has funds of its own, or has binding
commitments from responsible banks or other financial institutions to provide
funds, which will be sufficient and available to pay the Purchase Price and any
up front payments under the License Agreement payable at the Closing.

         5.5 Brokers. No broker, investment banker, financial advisor or other
Person is entitled to any broker's, finder's, financial advisor's or other
similar fee or commission in connection with the transactions contemplated by
this Agreement based on arrangements made by or on behalf of Purchaser.

         5.6 Year 2000. Purchaser will demonstrate a process to ensure that
there will be no delay in delivery or performance as anticipated by this
Agreement due any failure to properly accommodate the date transition to the
Year 2000.

         5.7 NO ADDITIONAL REPRESENTATIONS. NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED IN THIS ARTICLE, ANY OTHER PROVISION OF THIS AGREEMENT, OR
ANY OTHER COMMUNICATIONS BETWEEN THE PARTIES ORALLY OR IN WRITING, IT IS THE
EXPLICIT INTENT OF EACH PARTY HERETO THAT PURCHASER IS MAKING NO REPRESENTATION
OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, BEYOND THOSE EXPRESSLY GIVEN IN THIS
AGREEMENT, THE REAL PROPERTY AGREEMENT, OR ANY OF THE DOCUMENTS DELIVERED
PURSUANT TO SECTION 12.

6.       EMPLOYEES AND EMPLOYEE BENEFITS

         6.1 Scope of Section. This Article 6 contains the covenants and
agreements of the parties with respect to (a) the status of employment of those
employees of Seller employed in the Business as set forth in Exhibit 6.1
("Employees") upon the sale of the Business to the Purchaser, and (b) the
employee benefits and employee benefit plans provided or covering such
Employees. Nothing herein expressed or implied confers upon any Employee any
rights or remedies of any nature or kind whatsoever under or by reason of this
Article 6.

         6.2 Employment with Purchaser. Purchaser shall within four (4) business
days after the date hereof offer employment unconditionally, effective as of the
Closing Date to those Employees who are employed on the Closing Date, including
any Employee who is on an approved leave of absence as described on Exhibit 6.2.
Employees shall have five (5) business days to consider the offers made to them.
Employees who accept Purchaser's offer of employment (the "Transferred
Employees") shall become employees of Purchaser effective at the Closing Date
or, if



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later, on their date of return to work from the approved leave of absence, and
as of the applicable date shall no longer be employees of Seller or its
subsidiary or affiliated entities. Effective upon the applicable date of
employment of each Transferred Employee, Purchaser shall have sole
responsibility for the payment of all wages, overtime, sick pay, taxes,
withholdings, and employee benefits with respect to the Transferred Employees.
Nothing contained in this Agreement shall be construed as a guaranty to
Purchaser that any number of the Employees will accept offers of employment with
Purchaser or as a representation or warranty regarding the skill level or
performance of any of the Employees.

         6.3 Hiring Requirements. Purchaser shall offer employment to the
Employees for positions comparable to the positions in which such Employees are
employed by Seller immediately prior to the Closing Date and hire such Employees
who accept such offers of employment. Purchaser shall have an individual, signed
agreement with each Transferred Employee providing that he or she is an employee
of Purchaser and not Seller.

                  6.3.1 Purchaser shall offer to contract with Seller's
subcontract worker provider for those subcontract workers who are working for
Seller in the Business, for positions comparable to the positions in which such
subcontract workers are working for Seller immediately prior to the Closing
Date. The majority of Seller's subcontract workers are made available to Seller
through Seller's agreement with Manpower. Seller has arranged for Purchaser to
contract for such subcontract workers at the same prices as called for by
Seller's agreement with Manpower. For purposes of this Agreement subcontract
workers are not Transferred Employees. All subcontract workers of the Business
are identified on Exhibit 6.3.1.

         6.4 Compensation and Benefits. Nothing in this Agreement shall prevent
EFTC from modifying its benefit plans in its ordinary course of business.
However, the plans anticipated by this Agreement shall remain in place for a
reasonable period of time after the Closing Date.

                  6.4.1 Purchaser shall pay the Transferred Employees
compensation at 100% or more of that paid to them by Seller immediately prior to
the Closing Date. For purposes of the previous sentence, "compensation" means
base pay plus planned 1999 focal point salary increases per Seller's salary
schedule. Purchaser agrees to have and maintain in place employee benefits and
policies for the Transferred Employees comparable to the employee benefits and
policies provided to the other employees of Purchaser, of similar stature and
rank as the Employees except as may be required elsewhere in this Agreement.

                  6.4.2 Each welfare plan (within the meaning of Section 3(1) of
ERISA) orpolicy maintained or sponsored by the Purchaser in which Transferred
Employees participate (including, but not limited to, plans that provide medical
and life insurance to active Employees, retiree medical and life insurance
programs, disability, severance, vacation, cafeteria, flexible spending or
dependent care) shall (a) credit all service with Seller for all purposes under
the plans and policies, including eligibility, participation and benefit
entitlement, (b) waive any pre-existing condition limitation or exclusion, and
(c) credit all payments made for health care expenses during the current plan
year for purposes of satisfying the initial general deductible, co-insurance and
maximum out-of-pocket provisions, provided, however, except as may otherwise be
required by applicable laws, that no credit shall be



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given for purposes of satisfying specific deductible, co-insurance and maximum
out-of-pocket requirements applicable to specific conditions or procedures.

                  6.4.3 Purchaser shall pay to each Transferred Employee a
signing bonus equal to two weeks pay on or about April 5, 1999. The signing
bonus shall be calculated against the Transferred Employee's base salary only,
exclusive of any overtime, differential, or other wages, as of April 5, 1999,
consistent with the focal point salary increase (reference Section 6.4.9). Nine
months from the Closing Date Purchaser also agrees to provide a retention bonus
payment to each Transferred Employee who is still employed by Purchaser on such
date equal to two weeks pay. The retention bonus payment shall be calculated
against the Transferred Employee's base salary only, exclusive of any overtime,
differential, or other wages. Such signing and retention bonuses shall be funded
by Honeywell as such bonuses are due via a wire transfer from Honeywell.

                  6.4.4 Purchaser agrees to communicate to the Transferred
Employees its bonus plan which provides a for a quarterly profit sharing
opportunity to eligible employees, such plan has been previously supplied to
Seller in writing.

                  6.4.5 Purchaser agrees to provide a company paid Short Term
Disability ("STD") plan for an approved medical leave of absence. The STD plan
will commence on the 6th consecutive day the employee is absent up to the 60th
consecutive day absent. Income replacement shall be at 66 2/3% of the employee's
base salary. Purchaser will continue to provide a company paid Long Term
Disability plan commencing on the 61st day.

                  6.4.6 Purchaser agrees to provide an employee assistance
program (EAP) on a company paid basis similar to the plan currently in effect at
Honeywell.

                  6.4.7 Purchaser agrees to provide the "WEE Care" and "In Home
Care" sick child care programs currently in effect at Honeywell at the same
employee and company cost share ratios. Seller to provide current pricing
information on employee cost share.

                  6.4.8 Purchaser agrees to provide focal point base salary
increases (focal point means all employees receive their salary increases at the
same date) to all employees on April 5, 1999. Exhibit 6.4.8 sets forth the
actual increase for each Employee consistent with the Honeywell salary plan for
1999.

                  6.4.9 Seller and Purchaser agree to expediently provide for
the transfer of responsibility and administration of any current employee
garnishments or child support orders.

                  6.4.10 Purchaser agrees to establish a mechanism for payroll
deductions to be made to the Sperry Federal Union for Transferred Employees.

                  6.4.11 Purchaser agrees to accept the transfer of vacation and
floating holiday balances of up to 168 hours calculated as of the Closing Date
per Transferred Employee. Seller agrees to reconcile any vacation buy or
vacation sell prior to the transfer of vacation balances. Vacation balances
shall be transferred to the Purchaser on or about April 19, 1999. Seller agrees



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to pay off any vacation balances in excess of 168 hours to the Transferred
Employees at the Transferred Employee's salary as of April 7, 1999. Purchaser
agrees that Transferred Employees will continue to earn paid time off under
Purchaser's established paid time off schedule, but that the year end maximum
carry over of paid time off will be 168 hours. Such vacation and floating
holiday balances shall be funded by Honeywell via a wire transfer from Honeywell
on or before April 25, 1999.

         6.5 Minimum Employment Period. Purchaser agrees that it will continue
to employ to the Transferred Employee for a minimum of twelve (12) months,
except that Purchaser may follow its existing personnel policies with respect to
employee performance and discipline and in the event a Transferred Employee
fails to perform Purchaser may discipline and terminate such non-performing
Transferred Employee. Thereafter, for the next six (6) month period, if
Purchaser engages in a reduction in force ("RIF"), (i) Purchaser agrees, to the
extent practicable and consistent with the needs of its business, to reduce its
use of subcontract workers prior to affecting the Transferred Employees; (ii)
any such RIF that affects the Transferred Employees will be conducted in a
manner consistent with Purchaser's personnel policies, taking into account
seniority (after crediting the Transferred Employees with their years of service
with Seller) in accordance with Purchaser's policies; and (iii) Purchaser will
provide to those Transferred Employees who are subject to a RIF severance pay,
at least as favorable to the Transferred Employees as the terms of Seller's
severance policies in effect as of the Closing Date. Seller's severance plan is
attached in Exhibit 6.5.

         6.6 Hiring Process. Purchaser shall be solely responsible for any and
all communications it makes to any employees of Seller during the process of
making offers of employment regardless of Seller's involvement in such process
or receipt of documents and materials to be distributed to any employees of
Seller. Purchaser shall comply, at its expense, with all laws in connection with
its communications to Seller's employees, the process of offering employment to
them, and the hiring and transition of such employees. Between the date hereof
and the Closing Date, Purchaser shall maintain adequate trained human resources
staff on site at Seller's facility who shall be responsible for the offer
process and the transition of the Transferred Employees from Seller to
Purchaser. Purchaser shall maintain a full time human resources representative
on site at the facility at which the Business is located commencing on the
Closing Date. As soon as reasonably practical after the date of this Agreement,
Purchaser shall make a formal presentation to the Employees and commence its on
site human resources presence. As soon as reasonably practical after the date of
this Agreement, Seller shall provide Purchaser with its schedule for conducting
communications with the Employees in order to facilitate coordination between
the parties and minimize disruption to the Business. Such schedule is subject to
Seller's approval, which shall not be unreasonably withheld.

         6.7 Solicitation. For a period of twelve (12) months from and after the
Closing Date, Purchaser shall not directly or indirectly, or by action in
concert with others, knowingly solicit or attempt to solicit for employment any
employee of Seller's Arizona based business units, or any subcontract labor
provided to Seller via its subcontract agreement(s) with any Arizona based
business unit of Honeywell Inc. without the prior written authorization of
Seller, other than the Employees listed on Exhibit 6.1. For a period of twelve
(12) months from and after the Closing



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Date, Seller shall not directly or indirectly, or by action in concert with
others, knowingly solicit or attempt to solicit for employment any of the
Purchaser's employees based in Arizona without the prior written authorization
of Purchaser. Contact for such communications will be through Seller's Director
of Human Resources and Purchaser's Chief Administrative Officer. Additionally,
for a period of twelve (12) months from and after the Closing Date, neither
party shall directly or indirectly, or by action in concert with others,
knowingly solicit or attempt to solicit for employment any employee of the other
party who is a director level employee or higher who is based in the United
States without the prior written authorization of the other Party.

         6.8 Confidentiality. In addition to Purchaser's standard employee
confidentiality agreement, Purchaser shall use its best efforts to obtain a
separate confidentiality agreement from all employees and contractors of
Purchaser working at its facility. The separate confidentiality agreement will
be prepared by Seller, subject to Purchaser's approval, which approval shall not
be unreasonably withheld.

         6.9 Control. Purchaser shall have and maintain complete control over
its employees, including but not limited to the Transferred Employees, including
the right to hire, discharge, replace, evaluate and direct their activities
subject to Sections 6.4. and 6.5.

         6.10 Health Care Continuation Liability. Purchaser agrees to pay and be
responsible for all liability, cost, expense, taxes and sanctions under Section
4980B of the Internal Revenue Code (the "Code"), interest and penalties imposed
upon, incurred by, or assessed against Purchaser or Seller that arise by reason
of or relate to any failure to comply with the health care continuation coverage
requirements of Section 4980B of the Code and Sections 601 through 608 of ERISA,
as amended, which failure occurs with respect to any Transferred Employee or any
qualified beneficiary (as defined in Section 4980B(g)(1)) of such Transferred
Employee who incurs a qualifying event (as defined in Section 4980B(f)(3) of the
Code) after the Closing Date..

         6.11 Employment Laws. As of the Closing Date Purchaser shall be
responsible for complying with, at its expense, all applicable state and federal
labor and employment laws, including, but not limited to, the Fair Labor
Standards Act, Title VII of the Civil Rights Act of 1964, the Americans with
Disabilities Act, the Age Discrimination in Employment Act, the Family Medical
Leave Act, Executive Order 11246 and the Worker Adjustment Retraining and
Notification Act (the "Employment Laws") and Seller shall have no responsibility
or liability with respect to any alleged violations by Purchaser of the
Employment Laws. Purchaser shall maintain and preserve all records required by
the Employment Laws. Seller shall responsible for compliance with all Employment
Laws for the Transferred Employees for the time period prior to the Closing
Date.

         6.12     Indemnification.

                  6.12.1 Seller shall not in any manner be responsible for any
liability, claim or obligation which in any way arises out of Purchaser's
employment or termination thereof, of the Transferred Employees, except as may
arise from or relate to Seller's communications with or treatment of the
Employees prior to the Closing Date. Purchaser agrees to indemnify and hold
Seller harmless from



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any Loss (as defined in Section 14.1) arising from or relating to the
Transferred Employees or beneficiaries of Transferred Employees which in any way
arises from or relates to Purchaser's employment, treatment or termination
thereof, of the Transferred Employees, except as may arise from or relate to
Seller's communications with or treatment of the Employees prior to the Closing
Date.

                  6.12.2 Purchaser shall not in any manner be responsible for
any liability, claim or obligation which in any way arises out of Seller's
employment of the Transferred Employees prior to the Closing Date, except as may
arise from or relate to Purchaser's communications with or treatment of the
Employees prior to the Closing Date. Seller agrees to indemnify and hold
Purchaser harmless from any Loss arising from or relating to the Transferred
Employees or beneficiaries of Transferred Employees which in any way arises from
or relates to Seller's employment or treatment of the Transferred Employees
prior to the Closing Date, except as may arise from or relate to Purchaser's
communications with or treatment of the Employees prior to the Closing Date.

                  6.12.3 Any claims for indemnification under this Section 6.12
shall be made following the procedures specified in Section 14.3.

7.       REAL PROPERTY AND TRANSITION.

         7.1 Premises License Agreement. Concurrent with the execution of this
Agreement Purchaser and Seller shall execute the premises license agreement
pursuant to which Purchaser will receive a license to use a portion of Seller's
facility located at 5353 West Bell Road, Glendale, Arizona for a term to end no
later than September 17, 1999 (the "Premises License"). It is intended by the
parties that upon the expiration or earlier termination of the Premises License,
the Business will be relocated to a new facility.

         7.2 Transition Services Agreement. Concurrent with the execution of
this Agreement Purchaser and Seller shall execute the transition services
agreement pursuant to which Seller will provide Purchaser with certain services
in connection with the transition of the Business to Purchaser (the "Transition
Services Agreement"). Prior to the Closing, Purchaser and Seller shall finalize
the project implementation plan to be attached as an exhibit to the Transition
Services Agreement.

8.       CERTAIN COVENANTS

         8.1 Access to Records and Properties.  From the date hereof until the
Closing Date or earlier termination of this Agreement, Seller will:

                  8.1.1 provide Purchaser, its officers, counsel and other
representatives with reasonable access to the Assets, the principal personnel
and representatives of Seller, and such books and records pertaining to the
Business as Purchaser may reasonably request, during Seller's regular business
hours, provided that Purchaser has provided Seller with reasonable prior notice,
and provided further that Purchaser agrees that such access will be requested
and exercised with due regard to minimizing interference with the operations of
the Business and provided that disclosure would not violate the terms of any
agreement to which Seller is bound or any applicable law or regulation; and



<PAGE>



                  8.1.2 make available to Purchaser for inspection and review
all documents, or copies thereof, listed in the Schedules and Exhibits hereto,
and all files, records and papers of any and all proceedings and matters listed
in the Schedules hereto, except to the extent prohibited or restricted by law,
regulation, contract with a third party or where the documents are subject to
the attorney-client or work product privilege.

         8.2 Public Announcements. On and after the date hereof and through the
Closing Date, neither of the parties shall issue any press release or make any
public statement relating to the subject matter of this Agreement (other than
communications with persons in the ordinary course of business relating to a
press release otherwise permitted by this Agreement) prior to obtaining the
other party's approval, which approval shall not be unreasonably withheld,
except that no such approval shall be necessary to the extent that counsel to
the party proposing to make such disclosure advises such party that such
disclosure is required by law or a listing agreement or such disclosure is
reasonably prudent to avoid potential liability on the part of any person under
the federal securities laws. Any such advice of counsel shall be confirmed in
writing and promptly delivered to the other party. Approvals shall be requested
in writing and, if a party fails to respond to an approval request within
forty-eight (48) hours after its receipt thereof, approval shall be deemed to
have been given.

         8.3 Consents. Prior to the Closing, or with respect to the Inventory
and the Contracts only, prior to the Inventory Transfer Date, Seller shall at
its sole cost and expense obtain any third party consents required for the
assignment of the Contracts and transfer of the Assets to Purchaser.

         8.4 Operation of the Business. From and after the date of this
Agreement and until the Closing Date or as otherwise contemplated by this
Agreement or as Purchaser shall otherwise consent in writing, Seller:

                  8.4.1 will carry on the Business in the ordinary course and in
substantially the same manner as heretofore, including without limitation
keeping in full force and effect insurance comparable in amount and scope to the
coverage maintained by it (or on behalf of it) on the date hereof;

                  8.4.2 will not permit all or any of the Assets (real or
personal, tangible or intangible) to be sold, licensed or subjected to any lien
or other encumbrance except in dispositions of inventory or of worn-out or
obsolete equipment for fair value in the ordinary course of business consistent
with past practices;

                  8.4.3 will operate the Business in compliance in all material
respects with all applicable federal, state and local laws and regulations;

                  8.4.4 will maintain its inventory levels in a manner and in an
amount consistent with past practice;

                  8.4.5 will not grant any general increase in the compensation
of Employees (including any such increase pursuant to any bonus, pension,
profit-sharing, vacation or other plan or commitment) or grant any increase in
the compensation payable or to become payable to



<PAGE>



any Employee, except with the prior consent of Purchaser, except as may be
required elsewhere in this Agreement;

                  8.4.6 will not take any action that would cause any of the
representations and warranties made by Seller in this Agreement not to remain
true and correct;

                  8.4.7 will not modify, amend in any material respect or
terminate any Contract; and

                  8.4.8 will continue to maintain, in all material respects, the
Assets in accordance with present practice in a condition suitable for their
current use.

         8.4 Year 2000. To the extent that a failure to properly accommodate the
date transition to the Year 2000 affects the ability to use the output of the
machinery and equipment portion of the Personal Property, identified in Exhibit
1.1, Seller shall either repair, replace or upgrade such manufacturing equipment
or machinery by September 30, 1999.

9.       CLOSING

         9.1 Closing Date. The Parties shall execute this Agreement on or before
March 19, 1999. Notwithstanding the foregoing, in order to enable Purchaser to
accomplish the obligations describe in Section 6.2 hereof, the consummation of
the transactions contemplated hereby, other than the transfer and sale of the
Inventory and assignment of the Contracts, will take place on April 2, 1999 (the
"Closing"). The date upon which the Closing occurs and the time on such date at
which the Closing shall be effective are collectively referred to herein as the
"Closing Date." Any amounts payable by Purchaser to Seller at the Closing shall
be wire transferred to Seller's account on April 2, 1999.

         9.2 Inventory Transfer Date. The transfer of the Inventory and
Contracts will take place, subject to the terms hereof, on a date mutually
agreed upon by Seller and Purchaser in writing, which date shall be no earlier
than the date Purchaser has implemented at its new facility a "materials
resource planning system" capable of supporting the operations of the Business
(the "MRP System") and the conditions contained in Section 13.7 are hereof
fulfilled. It is anticipated by the Parties that the Inventory Transfer Date
shall occur on July 2, 1999, however in no event later than September 17, 1999
(the "Inventory Transfer Date"). If the Inventory Transfer Date has not occurred
by July 2, 1999, Purchaser shall make a deposit toward the purchase price of the
inventory in the amount of one million dollars ($1,000,000.00 US) by the end of
the month. For each month thereafter that the Inventory Transfer Date is
delayed, Purchaser shall make an additional deposit of one million dollars until
the Inventory Transfer Date, up to the remaining value of the Inventory that
would be due on the Inventory Transfer Date.

10.      CONDITIONS TO CLOSING

         10.1 Conditions to the Obligations of Purchaser. The obligations of
Purchaser under this Agreement are subject to the fulfillment prior to or at the
Closing of each of the following conditions, any one or more of which may be
waived by Purchaser in its sole discretion:



<PAGE>



                  10.1.1 No injunction or restraining order shall be in effect
to forbid or enjoin, and no suit, action or proceeding shall be pending to
prohibit, nullify or otherwise adversely affect the consummation of the
transactions contemplated by this Agreement and the Exhibits hereto or
Purchaser's ownership, use or enjoyment of the Business or any part thereof.

                  10.1.2 The representations and warranties of Seller contained
in this Agreement or in any Exhibit hereto or certificate, document or other
instrument delivered pursuant hereto or in connection with the transactions
contemplated hereby shall be complete, true and correct in all material
respects, without regard to materiality limitations contained in such
representations and warranties, on the Closing Date, with the same force and
effect as though such representations and warranties had been made on and as of
the Closing Date, except to the extent any such representation or warranty is
made as of a specified date, in which case such representation or warranty shall
be complete, true and correct in all material respects as of the date specified.

                  10.1.3 Seller shall have performed all of its material
covenants, obligations and agreements contained in this Agreement to be
performed and complied with by it prior to the Closing Date.

                  10.1.4 Purchaser shall have received all certificates,
instruments, agreements, and other documents to be delivered pursuant to Section
12.1.

                  10.1.5 Purchaser shall have received an appropriate waiver
with respect to the transactions contemplated by this Agreement from the banks
who are party to its credit agreement dated as of September 30, 1997, as
amended, or any similar agreement which could adversely impact this Agreement.

                  10.1.6 By the Inventory Transfer Date, Seller shall have
obtained any third party consents required for the assignment of the Contracts
and transfer of the Assets to Purchaser

         10.2 Conditions to the Obligations of Seller. The obligations of Seller
under this Agreement are subject to the fulfillment, prior to the Closing Date,
of each of the following conditions, any one or more of which may be waived by
Seller in its sole discretion:

                  10.2.1 No injunction or restraining order shall be in effect
to forbid or enjoin, and no suit, action or proceeding shall be pending to
prohibit, nullify or otherwise adversely affect, the consummation of the
transactions contemplated by this Agreement.

                  10.2.2 The representations and warranties of Purchaser
contained in this Agreement or in any Exhibit hereto or certificate, document or
other instrument delivered pursuant hereto or in connection with the
transactions contemplated hereby shall be complete, true and correct in all
material respects, without regard to materiality limitations contained in such
representations and warranties, on the Closing Date, with the same force and
effect as though such representations and warranties had been made on and as of
the Closing Date, except to the extent any such representation or warranty is
made as of a specified date, in which case such representation or warranty shall
be complete, true and correct in all material respects as of the date specified.

                                                    #612429 v1


<PAGE>



                  10.2.3 Purchaser shall have performed all of its material
covenants, obligations and agreements contained in this Agreement to be
performed and complied with by the Closing Date.

                  10.2.4 Seller shall have received all certificates,
instruments, agreements and other documents to be delivered pursuant to Section
12.2.

                  10.2.5 Seller shall have received that portion of the Purchase
Price payable at the Closing.

                  10.2.6 Purchaser shall have obtained any and all material
governmental permits, licenses approvals, certifications of inspection, filings,
franchise and other authorizations or shall have received such other
concurrences as may be required in order for it to conduct the Business and use
and operate the Assets.

                  10.2.7 By the Inventory Transfer Date, Seller shall have
obtained any third party consents required for the assignment of the Contracts
and transfer of the Assets to Purchaser.

         10.3 Conditions to the Obligations of Purchaser and Seller. Seller and
Purchaser shall have executed, concurrent with this Agreement, the following
agreements: (i) a License Agreement covering the Licensed Intellectual Property;
(ii) a Premises License Agreement; (iii) a Transition Services Agreement; (iv) a
Long Term Supply Agreement; and (v) an On-Site Services Agreement.

11.      TERMINATION AND SURVIVAL

         11.1 Termination. Both of the parties hereto shall use reasonable
efforts to bring about the satisfaction of the conditions hereunder prior to and
at the Closing. Notwithstanding anything to the contrary set forth herein, this
Agreement may be terminated and the transactions contemplated hereby abandoned
at any time prior to the Closing:

                  11.1.1   by mutual written consent of Purchaser and Seller; or

                  11.1.2 by Purchaser or Seller, upon written notice to the
other, if such other party, subsidiary or its affiliate has breached any
material representation, warranty or covenant contained in this Agreement in any
material respect, if the non-breaching party has notified the breaching party of
the breach in writing and the breach has continued without cure for a period of
thirty days after notice of the breach; or

                  11.1.3 by Purchaser or Seller if a court of competent
jurisdiction shall have issued an order, decree or ruling permanently
restraining, enjoining or otherwise prohibiting the transactions contemplated by
this Agreement and such order, decree, ruling or other action shall have become
final and nonappealable; or

                  11.1.4 by Purchaser or Seller if the other party is unable to
pay its debts generally as they come due or is declared insolvent or bankrupt,
is the subject of any proceedings



<PAGE>



relating to its liquidation, insolvency or for the appointment of a receiver or
similar officer for it which is not dismissed or otherwise terminated within
thirty (30) days of its inception, makes an assignment for the benefit of all or
substantially all of its creditors, or enters into an agreement for the
composition, extension or readjustment of all or substantially all of its
obligations; or

         11.2 Effect of Termination. If this Agreement is terminated pursuant to
Section 11.1, this Agreement shall become void and of no further force and
effect, and neither of the parties hereto (nor their respective affiliates,
subsidiaries, directors, shareholders, officers, employees, agents, consultants,
attorneys-in-fact or other representatives) shall have any liability in respect
of such termination; provided, however, that if such termination is effected
pursuant to Section 11.1.2 and the failure to consummate the transactions
contemplated hereby was the result of any of the conditions to the applicable
Closing having not been fulfilled by reason of the breach by either of the
parties of its covenants, representations and/or warranties set forth in this
Agreement or in any agreement, document or instrument ancillary hereto, the
party having so breached shall remain liable to the other party.

12.      CLOSING DOCUMENTS

         12.1 Documents to be Delivered by Seller. At the Closing Date or the
Inventory Transfer Date, as applicable (except as otherwise specified in this
Section 12.1), Seller shall deliver to Purchaser the following documents:

                  12.1.1 Executed bills of sale or other appropriate instruments
of transfer with respect to all of the Assets not otherwise transferred or
assigned by any other documents or instruments delivered in connection with this
Agreement;

                  12.1.2 A certificate of an appropriate officer of Seller
confirming the representations, warranties and covenants of Seller made herein;
and

                  12.1.3 Any other document reasonably necessary to effectuate
the transactions contemplated hereby.

         12.2 Documents to be Delivered by Purchaser. At the Closing, Purchaser
shall pay the portion of the Purchase Price payable on the Closing Date to
Seller by wire transfer pursuant to the terms hereof, as directed in writing by
Seller, and shall execute where applicable and deliver to Seller the following
documents (except as otherwise specified in this Section 12.2):

                  12.2.1 A Secretary's Certificate attaching copies of
resolutions of the board of directors of Purchaser authorizing the execution,
delivery and performance of this Agreement and the transactions contemplated
hereby, providing evidence of the signatures and incumbency of each person
signing any document or instrument delivered by Purchaser to Seller in
connection with the transactions contemplated hereby and such other information
and certifications relevant to the due authorization, execution and delivery of
this Agreement as Seller may reasonably request, all certified by a Secretary,
Assistant Secretary or other appropriate officer of Purchaser;



<PAGE>



                  12.2.2 A certificate of an appropriate officer of Purchaser
confirming the representations, warranties and covenants of Purchaser made
herein.

                  12.2.3 Any other document reasonably necessary to effectuate
the transactions contemplated hereby.

13.      POST CLOSING OBLIGATIONS

         13.1 Further Assurances. From time to time after the Closing, without
further consideration, the parties shall cooperate with each other and shall
execute and deliver instruments of transfer or assignment, or such other
documents to the other party as such other party reasonably may request to
evidence or perfect Purchaser's right, title and interest to the Assets, and
otherwise carry out the transactions contemplated by this Agreement.

         13.2 Access to Books and Records. After the Closing, Purchaser shall
permit Seller to have access to and the right to make copies of such of Seller's
books, records and files as constitute part of the Assets for any reasonable
purpose at any time during regular business hours, including without limitation,
for use in litigation or financial reporting, tax return preparation, or tax
compliance matters. Prior to disposing of or destroying any such information or
records, Purchaser shall afford Seller a reasonable opportunity to segregate,
remove or copy such books, records and files as Seller may select.

         13.3 Cooperation.

                  13.3.1 Litigation. The parties shall reasonably cooperate with
each other at the requesting party's expense in the prosecution or defense of
any litigation or other proceeding arising from their respective operation of
the Business.

                  13.3.2 Taxes. Each party shall cooperate with the other Party
and shall provide the other Party with such assistance as may reasonably be
requested in connection with the preparation of any tax return and the conduct
of any audit or other examination by any taxing authority or judicial or
administrative proceedings relating to the Assets.

                  13.3.3 Retain Records. Seller shall retain any books, records
and files relating to the Assets and their use in the Business in accordance
with Seller's then current document retention policies, and Purchaser shall have
the right upon prior notice to inspect and to make copies of the same at any
time during business hours for any proper purpose. Seller shall not destroy or
allow the destruction of any such books, records and files, except if such
destruction is conducted in accordance with Seller's then current document
retention policies, without first offering in writing to deliver them to
Purchaser. Without limiting the generality of the foregoing, such books, records
and files shall include all tax returns, supporting work schedules, and other
records or information that may be relevant to such tax returns for all tax
periods or portions thereof ending before or including the Closing Date that
relate to the Assets of their use in the Business.

         13.4 Purchase Price Allocation.  The purchase price (including assumed
liabilities) shall be allocated among the acquired assets in the manner set
forth in Exhibit 13.4. The parties shall file all tax returns (including amended
returns and claims for refund) and information



<PAGE>



reports in a manner consistent with such allocation, and shall use their
reasonable best efforts to sustain such allocation in any subsequent tax audit
or tax dispute.

         13.5 Proprietary Information. Prior to the Closing Date, the Business
was routinely supplied copies of proprietary and confidential information
relating to strategic, technical, and/or marketing plans of Seller and their
affiliates and subsidiaries and their various operations. Although Seller has
attempted to recover such information from the Business, some may still be
present within the Business. Purchaser therefore agrees that it will not use
such information for any purpose whatsoever, and shall destroy any remaining
copies.

         13.6 Conditions to Inventory and Contract Transfer. The obligations of
Seller and Purchaser to effect the transfer of the Inventory and Contracts as
contemplated herein are subject to the fulfillment, or waiver by the parties in
writing, of the following conditions prior to the Inventory Transfer Date: (i)
Seller shall at its sole cost and expense have obtained any third party consents
required for the transfer of the Contracts to Purchaser; (ii) Purchaser shall
have transferred the operations of the Business to Purchaser's new Facility in a
manner reasonably acceptable to Seller; (iii) Purchaser's MRP System shall be
reasonably acceptable to Seller and shall comply with the conditions set forth
in the Transition Services Agreement required to be met for Purchaser's MRP
System; (iv) Purchaser shall have implemented, to the reasonable satisfaction of
Seller, a fully auditable quality system capable of supporting purchaser order
flow down requirements and applicable regulatory requirements as specified in
the Transition Services Agreement; and (v) all other conditions to such transfer
provided for in the Transition Services Agreement shall have been met.

14.      INDEMNIFICATION.

         14.1 Indemnification by Seller. Seller shall defend, indemnify and hold
harmless Purchaser and Purchaser's directors, shareholders, officers, employees,
agents, affiliates, subsidiaries, successors and assigns from and against any
and all claims, liabilities, obligations, losses, costs, expenses (including,
without limitation, reasonable legal, accounting and similar expenses), fines
and damages (individually a "Loss" and collectively "Losses"), arising out of:

                  14.1.1 any breach or violation of any of the covenants made by
Seller in this Agreement or any agreement, certificate or similar document
delivered pursuant hereto;

                  14.1.2 any breach of, or any inaccuracy or misrepresentation
in, any of the representations or warranties made by Seller in this Agreement or
in any Schedule, agreement, instrument, certificate or similar document required
to be delivered pursuant to the terms hereof;

                  14.1.3 any Retained Liability; or

                  14.1.4 any warranty or product liability claims with respect
to circuit card assemblies and other products covered by this Agreement
manufactured by the Business as operated by Seller prior to the Inventory
Transfer Date, except in cases where such fault is a result of Purchaser's
actions following the Closing Date.



<PAGE>



         14.2 Indemnification by Purchaser. Purchaser shall defend, indemnify
and hold harmless Seller and Seller's directors, shareholders, officers,
employees, agents, representatives, affiliates, subsidiaries, successors and
assigns from and against any and all Losses arising out of:

                  14.2.1 any breach or violation of any of the covenants made by
Purchaser in this Agreement or any agreement, certificate or similar document
delivered pursuant hereto;

                  14.2.2 any breach of, or any inaccuracy in any of the
representations or warranties made by Purchaser in this Agreement, or in any
Schedule, agreement, certificate, instrument or similar documents required to be
delivered pursuant to the terms hereof; or

                  14.2.3   any Assumed Liability.

         14.3     Indemnification Procedure.

                  14.3.1 Any party seeking indemnification hereunder (the
"Indemnitee") shall notify the party liable for such indemnification (the
"Indemnitor") in writing of any event, omission or occurrence which the
Indemnitee has determined has given or could give rise to Losses which are
indemnifiable hereunder (such written notice being hereinafter referred to as a
"Notice of Claim"). Any Notice of Claim shall be given promptly after the
Indemnitee becomes aware of such third party claim; provided, that the failure
of any Indemnitee to give notice as provided in this Section 14.3 shall not
relieve the Indemnitor of its obligations under this Section 14.3, except to the
extent that the Indemnitor is actually prejudiced by such failure to give
notice. A Notice of Claim shall specify in reasonable detail the nature and any
particulars of the event, omission or occurrence giving rise to a right of
indemnification. The Indemnitor shall satisfy its obligations hereunder, as the
case may be, within thirty (30) days of its receipt of a Notice of Claim;
provided, however, that so long as the Indemnitor is in good faith defending a
claim pursuant to Section 14.3.2 below, its obligation to indemnify the
Indemnitee with respect thereto shall be suspended.

                  14.3.2 With respect to any third party claim, demand, suit,
action or proceeding which is the subject of a Notice of Claim, the Indemnitor
shall, in good faith and at its own expense, defend, contest or otherwise
protect against any such claim, demand, suit, action or proceeding with legal
counsel of its own selection. The Indemnitee shall have the right, but not the
obligation, to participate, at its own expense, in the defense thereof through
counsel of its own choice and shall have the right, but not the obligation, to
assert any and all cross claims or counterclaims it may have. So long as the
Indemnitor is defending in good faith any such third party claim, demand, suit,
action or proceeding, the Indemnitee shall at all times cooperate, at its own
expense, in all reasonable ways with, make its relevant files and records
available for inspection and copying by, and make its employees available or
otherwise render reasonable assistance to, the Indemnitor. In the event that the
Indemnitor fails to timely defend, contest or otherwise protect against any such
third party claim, demand, suit, action or proceeding, the Indemnitee shall have
the right, but not the obligation, to defend, contest, assert crossclaims or
counterclaims, or otherwise protect against, the same and may make any
compromise or settlement thereof and be entitled to all amounts paid as a result
of such third party claim, demand, suit or action or any compromise or
settlement thereof. Neither Seller nor Purchaser shall make any compromise of
asserted liability for which indemnification is or may be sought pursuant to
this Section 14.3.2 if such compromise includes



<PAGE>



the payment of money or creates any obligation of the other party hereto, unless
such other party shall have given its prior written consent to such compromise.

         14.4 Survival and Limitations. The provisions of this Article 14 shall
survive the Closing. The warranties and representations of Seller contained in
this Agreement or in any instrument delivered pursuant hereto will survive the
Closing and will remain in full force and effect thereafter for a period of one
year after the Inventory Closing Date and shall be effective with respect to any
inaccuracy therein or breach thereof, notice of which shall have been duly given
within such one year period, in accordance with Section 14.3 hereof, except that
the representations of Seller in Section 4.6 shall survive until the end of the
applicable statute of limitations. Anything to the contrary contained herein
notwithstanding, (i) Purchaser shall not assert any claim against Seller for
indemnification hereunder unless and until the amount of such claim or claims
shall exceed One Hundred Thousand Dollars ($100,000) calculated on a cumulative
basis and not a per item basis, in which event Purchaser shall be entitled to
claim only the amount of such excess; (ii) Purchaser shall not be entitled to
recover from Seller more than an aggregate amount equal to twenty five percent
(25%) of the total Purchase Price with respect to all claims for indemnity or
damages whether such claims are brought under this Article 14 or otherwise. The
terms of the foregoing sentence shall not apply to Seller's' obligation to
provide indemnification to Purchaser with respect to the matters set forth in
Section 3.2 (Retained Liabilities), Article 6 (Employees and Employee Benefits)
and Section 14.6 (Environmental) and any matter to be performed by Seller
subsequent to the Closing Date or Inventory Closing Date, as applicable,
pursuant to this Agreement or any document delivered by Seller pursuant to
Section 1.2.

         14.5 Reduction for Insurance and Taxes. The amount (an "indemnity
Payment") which an Indemnifying Party is required to pay on behalf of any other
party ("Indemnitee") pursuant to this Article 14 shall be reduced by the amount
of any insurance proceeds actually received by or on behalf of the Indemnitee in
reduction of the related indemnifiable loss and by the net amount of any tax
benefits to the Indemnitee as a result of the indemnifiable loss and the
Indemnity Payments. An Indemnitee which shall have received or on behalf of
which there shall be paid an Indemnity Payment and which shall subsequently
receive, directly or indirectly, insurance proceeds in respect of the related
indemnifiable loss, shall pay to the Indemnifying Party the amount of such
insurance proceeds or, if lesser, the amount of the Indemnity Payment, net of
any related taxes.

         14.6 Environmental. Representations and warranties regarding,
indemnifications for, and other provisions relating to, environmental matters
are contained in the Premises License, and are expressly incorporated into this
Agreement and are not subject to the limitations of Section 14.4. The parties
intend that the representations and warranties relating to environmental matters
in the Premises License, as such, are "expressly given" and "specifically
provided" in this Agreement. Except for this Section 14.6, nothing in this
Agreement shall be interpreted to diminish the effectiveness, limit the scope,
or add to the obligations of such provisions. With respect to indemnifications,
Seller and Purchaser expressly assume the responsibilities and liabilities under
the indemnifications section of the Premise License.



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15.      MISCELLANEOUS

         15.1 Expenses. Except as specifically set forth elsewhere herein each
of the parties hereto shall pay its own expenses and costs incurred or to be
incurred by it in negotiating, closing and carrying out this Agreement.

         15.2 Notices. Any notice or communication given pursuant to this
Agreement by a party hereto to the other party shall be in writing and hand
delivered, or mailed by registered or certified mail, postage prepaid, return
receipt requested (notices so mailed shall be deemed given when mailed), or sent
via facsimile, with an original mailed as follows:

If to Seller:            Honeywell Inc.
                         5353 West Bell Road
                         Glendale, AZ
                         Attn: CAS Division Counsel or Off-Load Manager
                         FAX: (602) 436-7304           (602) 436-7305

If to Purchaser:         EFTC Corporation
                         9351 Grant St., Sixth Floor
                         Denver, Colorado 80229
                         Attn: Chief Financial Officer
                         Fax: (303) 280-8358

                         with a copy to

                         Holme Roberts & Owen LLP
                         1700 Lincoln Street, Suite 4100
                         Denver, Colorado 80203
                         Attn: Francis Wheeler
                         Fax: (303) 866-0200

         15.3. Confidentiality.  Seller and Purchaser have entered into a
Confidentiality Agreement. Notwithstanding any provision herein to the contrary,
such confidentiality agreement shall survive the execution and delivery of this
Agreement and the Closing.

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

         15.5 Entire Agreement. Except for the Confidentiality Agreement
referred to in Section 15.3, this Agreement together with its Exhibits is the
entire agreement between the parties hereto with respect to the subject matter
hereof and supersedes all prior communications, representations, agreements and
understandings between the parties hereto, whether oral or written, including,
without limitation, any financial or other projections or predictions regarding
Seller or the Business.



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         15.6 Construction. When the context so requires, references herein to
the singular number include the plural and vice versa and pronouns in the
masculine or neuter gender include the feminine. The headings contained in this
Agreement and the tables of contents, exhibits and schedules are for reference
purposes only and shall not affect the meaning or interpretation of this
Agreement.

         15.7 Assignment. This Agreement may not be assigned without the prior
written consent of the other party hereto, which consent shall not unreasonably
be withheld.

         15.8 Amendment.  This Agreement may be amended only by written
agreement duly executed by representatives of all parties hereto.

         15.9 Applicable Law.  This Agreement shall be construed in accordance
with the laws of the State of Arizona, disregarding its conflicts of laws
principles which may require the application of the laws of another
jurisdiction.

         15.10 Failure to Close. If for any reason this Agreement is terminated
prior to Closing, each party shall promptly upon the request of any other party
return to such other party all documents and other information (or notes made
therefrom), including all originals and all copies thereof, theretofore
delivered by or on behalf of such other party. Purchaser shall in any case
comply with the terms of the Confidentiality Agreement referred to in Section
15.3.

         15.11 No Third Party Rights. This Agreement is not intended and shall
not be construed to create any rights in any parties other than Seller and
Purchaser and no other person shall assert any rights as a third party
beneficiary hereunder.

         15.12 Exhibits. The Exhibits attached hereto are incorporated into this
Agreement and shall be deemed a part hereof as if set forth herein in full.
References herein to "this Agreement" and the words "herein," "hereof" and words
of similar import refer to this Agreement (including Exhibits) as an entirety.
In the event of any conflict between the provisions of this Agreement and any
such Exhibit, the provisions of this Agreement shall control.

         15.13 Waivers. Any waiver of rights hereunder must be set forth in
writing. A waiver of any breach or failure to enforce any of the terms or
conditions of this Agreement shall not in any way affect, limit or waive either
party's rights at any time to enforce strict compliance thereafter with every
term or condition of this Agreement.

         15.14 Severability. If and to the extent that any court of competent
jurisdiction holds any provisions (or any part thereof) of this Agreement to be
invalid or unenforceable, such holding shall in no way affect the validity of
the remainder of this Agreement.

         15.15 Arbitration. Any controversy, claim or dispute arising out of or
relating to this Agreement or the transactions contemplated hereby or the
breach, termination, enforcement, interpretation or validity hereof, including
the determination of the scope or applicability of this agreement to arbitrate
(collectively "Dispute"), shall be determined by arbitration in Phoenix, Arizona
before a sole arbitrator. The following shall apply to any such arbitration:



<PAGE>



                  15.15.1 The arbitration shall be administered by the American
Arbitration Association ("AAA") pursuant to its Commercial Rules and
Supplementary Procedures for Large, Complex Disputes.

                  15.15.2 The arbitrator shall not be an officer, employee,
director or affiliate of any party hereto or of its affiliates or subsidiaries.
If the parties are unable to agree on an arbitrator within 30 days of the filing
of the Demand for Arbitration, an arbitrator shall be selected pursuant to the
rules and procedures of the AAA.

                  15.15.3 Any party may seek from any court interim or
provisional relief that is necessary to protect the rights or property of that
party, pending the appointment of the arbitrator or pending the arbitrator's
determination of the merits of the controversy.

                  15.15.4 The parties shall bear their own costs and expenses,
including attorneys' fees, but the arbitrator may, in the award, allocate all of
the administrative costs of the arbitration (and mediation, if applicable),
including the fees of the arbitrator and mediator, against the party who did not
prevail.

                  15.15.5 The arbitration award shall be in writing and shall
specify the factual and legal bases for the award. Judgment on the award may be
entered in any court having jurisdiction.

         15.16 Negotiated Terms. All terms of this Agreement were negotiated
between the Parties at arm's length, recognizing the special needs, knowledge,
and benefits of each Party. The Parties agree that in the event a dispute arises
in connection with this Agreement, the terms contained in this Agreement shall
be given their plain meaning, and that no term shall be construed in favor of
one Party over the other by virtue of one Party having drafted a term in this
Agreement.



<PAGE>


IN WITNESS WHEREOF, Seller and Purchaser have duly executed and delivered this
Agreement as of the day and year first above written.

"SELLER"          Honeywell Inc.           "PURCHASER"     EFTC Corporation



By:          /s/ Mike Smith                            /s/ Jack Calderon
       --------------------------------    By:  -------------------------------

Name:             Mike Smith               Name:          Jack Calderon
     ----------------------------------         -------------------------------

Title: President                           Title:     Chief Executive Officer
      ------------                                ------------------------------

Date:  3/19/99                             Date:        3/19/99
     -------------                                     -------------






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