MANAGEMENT AND CROSS-SERVICES AGREEMENT


         THIS MANAGEMENT AND CROSS-SERVICES AGREEMENT ("Agreement") is made and
entered into as of the 27th day of March, 2001, by and among EFTC Corporation, a
Colorado corporation ("EFTC"), and K*TEC Electronics Corporation, a Delaware
corporation ("K*TEC").

                                    RECITALS

        A.       EFTC has received a proposal from K*TEC contemplating a
potential business combination of EFTC and K*TEC

        B.       A special committee of the board of directors of EFTC is
considering the proposal.

        C.       The special  committee has reviewed and approved  this
Agreement and determined that it is in the best interests of the Company and its
shareholders.

        D.      Pending completion of the business combination or the rejection
of the proposal,  K*TEC desires to engage EFTC,  and EFTC desires to be engaged,
to provide a variety of management  and other  services to K*TEC,  including (i)
executive  support,   supervisory  and  management  services  similar  to  those
customarily  provided by chief executive and chief financial officers,  and (ii)
advice and assistance to the Board of Directors of K*TEC in the  development and
execution of an operating and business plan for K*TEC.

        E.      In exchange for the management and other services to be provided
by EFTC to K*TEC hereunder,  EFTC desires that K*TEC (i) provide to EFTC certain
marketing,  sales support and IT services,  and (ii) pay a reasonable management
and consulting fee.

                                    AGREEMENT

         NOW THEREFORE, in consideration of the mutual covenants contained
herein, the parties hereto agree as follows:

        1.      EFTC Services. Subject to Section 3 hereof, EFTC shall provide
K*TEC with such management,  consulting, human resources,  materials procurement
and financial advisory services,  including advice and assistance concerning any
and all aspects of the  operations and strategic  initiatives  of K*TEC,  as are
specified in the next succeeding  sentence or as may be reasonably  requested by
the Board of Directors of K*TEC (the "Board") from time to time.  Subject to the
fiduciary  obligations  of EFTC and its  representatives  (including  directors,
executive   officers,   employees  and  agents)  to  EFTC's  shareholders  under
applicable law, such services shall include (i) analyzing,  reviewing and making
recommendations  concerning  business  opportunities  available  to K*TEC,  (ii)
working with K*TEC's senior management team to monitor K*TEC's financial affairs
and initiate and maintain  relationships with customers,  (iii) providing advice
and  consultation to K*TEC's senior  executive  officers in all areas of K*TEC's
operations,  (iv)  assisting in the Board's  assessment of K*TEC's  business and
prospects,  (v) working  with  K*TEC's  outside  auditors  to  finalize  K*TEC's
historical financial statements,  (vi) coordinating  Board-specified projects on
behalf  of K*TEC  with  accountants,  attorneys,  financial  advisors  and other
professionals,  (vii) providing  executive  support,  supervisory and management
services  similar to those  customarily  provided by chief  executive  and chief
financial officers of publicly traded  corporations,  and (viii) making periodic
reports to the Board with respect to the management and other services  provided
hereunder.

        2.      K*TEC Services. K*TEC shall provide EFTC with such marketing,
sales support and IT services,  including  advice and assistance  concerning any
and  all  aspects  of  EFTC's  sales,   marketing  and  information   technology
operations,  as may be reasonably  requested  from time to time by any of EFTC's
executive officers.  Such K*TEC services shall include (i) analyzing,  reviewing
and making recommendations concerning business opportunities available to EFTC,


<PAGE>

(ii) working with EFTC's  management to monitor EFTC's  information  technology,
sales and marketing  requirements and initiate and maintain  relationships  with
customers,  (iii)  providing  advice  and  consultation  in all  areas of EFTC's
marketing and sales plans,  (iv)  assisting in the  assessment of EFTC's current
technology  capabilities and  requirements,  (v) coordinating  EFTC's marketing,
sales  and  IT  operations  with  EFTC's   independent  sales   representatives,
CEO-designated  customers,  third-party  consultants  and  vendors,  (vi) making
EFTC's  employees and  representatives  available for  consultation  with EFTC's
management upon reasonable notice and at reasonable times,  (vii) providing EFTC
with the benefits of K*TEC's (and its  employees and  representatives')  special
knowledge, skill, contacts and business experience to the extent relevant to the
marketing and sales of EFTC's products and services,  and (viii) making periodic
reports to EFTC's officers with respect to the services provided hereunder.

3. Board of Directors Supervision. The activities of EFTC to be performed under
this Agreement shall be subject to the supervision of the Board to the extent
(i) required by applicable law, (ii) specified as subject to Board approval on
Appendix A hereto, or (iii) otherwise specified in written policies adopted by
the Board and delivered to EFTC from time to time. Where not required by
applicable law or such written limitations, EFTC shall not require the prior
approval of the Board or any K*TEC officer to perform its duties under this
Agreement.

        4.      Independent Contractor Relationship.

                (a) Each of EFTC and K*TEC shall be an independent contractor of
the other, and nothing  contained in this Agreement shall be deemed or construed
(i) to create a partnership or joint venture  between K*TEC and EFTC, or (ii) to
cause EFTC or K*TEC to be responsible  in any way for the debts,  liabilities or
obligations of the other party,  or (iii) to constitute any of EFTC's or K*TEC's
employees,  officers or affiliates as employees, officers or agents of the other
party.

                (b) Notwithstanding that employees and/or representatives of
K*TEC may from  time to time be  requested  to  solicit  orders in EFTC's  name,
neither K*TEC nor any of such employees or representatives shall have the right,
without the prior written consent of EFTC, to enter into any agreement on behalf
of EFTC or to do any other act which may subject  EFTC to  liability or obligate
EFTC  in  any  manner   whatsoever,   and  K*TEC  and  all  such  employees  and
representatives  shall be expressly prohibited from doing any acts or making any
statements  which do or may create the  impression  or  inference  that any such
person is an agent of EFTC.  Without  limiting the  generality of the foregoing,
EFTC shall have the absolute  right to establish  the prices,  charges and terms
governing the sale of its products and services.

        5.      Other Activities of EFTC and K*TEC.

                (a) K*TEC acknowledges and agrees that neither EFTC nor any of
EFTC's  employees,  officers,  directors,  affiliates  or  associates  shall  be
required  to devote  their full time and  business  efforts to EFTC's  duties to
K*TEC specified in Section 1 of this Agreement, but instead shall devote only so
much of such time and efforts as EFTC reasonably deems necessary.  K*TEC further
acknowledges and agrees that EFTC and its affiliates are engaged in the business
of providing high mix electronic  manufacturing  services to numerous customers,
including  persons who are or may be  customers  of K*TEC,  and K*TEC  expressly
acknowledges  and understands  that EFTC plans to continue to be engaged in such
businesses and to continue its efforts to increase its business  during the term
of this Agreement,  notwithstanding  that the products and services sold by EFTC
compete with the products  and services  sold by K*TEC.  No aspect or element of
such activities shall be deemed to be engaged in for the benefit of K*TEC or any
of its subsidiaries nor to constitute a conflict of interest.

                (b) EFTC acknowledges and agrees that neither K*TEC nor any of
K*TEC's  employees,  officers,  directors,  affiliates  or  associates  shall be
required  to devote  full time and  business  efforts to K*TEC's  duties to EFTC
specified in Section 2 of this Agreement,  but instead shall devote only so much
of such time and  efforts as K*TEC  reasonably  deems  necessary.  EFTC  further
acknowledges and agrees that K*TEC and its affiliates are engaged in the

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<PAGE>

business of providing electronic  manufacturing  services to numerous customers,
including  persons  who are or may be  customers  of EFTC,  and  EFTC  expressly
acknowledges  and understands that K*TEC plans to continue to be engaged in such
businesses and to continue its efforts to increase its business  during the term
of this Agreement,  notwithstanding that the products and services sold by K*TEC
compete with the products  and  services  sold by EFTC.  No aspect or element of
such activities  shall be deemed to be engaged in for the benefit of EFTC or any
of its subsidiaries nor to constitute a conflict of interest.

        6.      Fees and Expenses.


                (a) In consideration of EFTC's agreement to provide the
management and other services  described in Section 1 of this  Agreement,  K*TEC
shall pay to EFTC a monthly fee equal to $20,000 per month,  payable in arrears,
during the term of this Agreement. The monthly fee will begin to accrue on March
1, 2001.

                (b) All obligations or expenses incurred by EFTC or K*TEC
directly in the  performance of its duties under this Agreement shall be for the
account of, on behalf of, and at the expense of the other  party.  Neither  EFTC
nor K*TEC  shall be  obligated  to make any advance to or for the account of the
other party or to pay any sums, except out of funds held in accounts  maintained
by the other  party,  and neither EFTC nor K*TEC shall be obligated to incur any
liability or  obligation  for the account of the other party  without  assurance
that the necessary  funds for the discharge of such liability or obligation will
be provided.  K*TEC shall  reimburse EFTC for all reasonable  expenses  actually
paid or incurred by EFTC in the course of and  pursuant to its duties under this
Agreement.  EFTC shall reimburse K*TEC for all reasonable expenses actually paid
or  incurred  by K*TEC in the course of and  pursuant  to its duties  under this
Agreement.  EFTC shall also reimburse K*TEC for sales  commissions paid to K*TEC
salespeople for sales of EFTC products and services.

                (c) In addition, K*TEC shall reimburse EFTC for costs associated
with the services Gary Barclay and Jim Doran have provided to K*TEC prior to the
date of this  Agreement,  including a  percentage  of their  salary based on the
hours spent multiplied by their hourly salary rate plus out-of-pocket expenses.

        7.      Term. This Agreement shall remain in effect until the earlier of
(a) the one-year anniversary of the date hereof, and (b) the consummation of the
proposed business combination of EFTC and K*TEC,  provided,  however,  that this
Agreement  may be  terminated  by either  K*TEC or EFTC upon  written  notice of
termination to the other party.

        8.      Standard of Care. Neither EFTC nor K*TEC (including any person
or entity  acting  for or on behalf  of EFTC or K*TEC)  shall be liable  for any
mistakes of fact, errors of judgment, for losses sustained by the other party or
for any acts or  omissions of any kind  (including  acts or omissions of EFTC or
K*TEC in providing  services in accordance  with the terms  hereof),  unless and
except to the extent that the other party's losses  (including  expenses,  costs
and attorneys' fees) result from the gross  negligence or willful  misconduct of
EFTC or K*TEC, as the case may be. However, in no event shall any liability EFTC
or K*TEC may have under this  Agreement or in connection  with or as a result of
the services  provided under this Agreement  exceed the total fees paid pursuant
to Section 6(a) hereof.

        9.       Indemnification.

                (a) K*TEC hereby agrees to indemnify and hold harmless EFTC and
its present and future  officers,  directors,  affiliates,  employees and agents
("EFTC Indemnified  Parties"),  to the fullest extent now or hereafter permitted
by law,  for any losses,  costs,  damages  and  expenses,  including  reasonable
attorneys'  fees,  as such are  incurred,  in  connection  with (i) any cause of
action, suit or other proceeding arising in connection with EFTC's engagement by
K*TEC under this Agreement or the provision of services by EFTC  hereunder,  and
(ii) any legal proceeding in which EFTC may be required or agree to participate,
except  to  the  extent  resulting  from  EFTC's  gross  negligence  or  willful
misconduct.  K*TEC further agrees to advance and reimburse the EFTC  Indemnified


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<PAGE>

Parties on a monthly basis for any cost of defending any action or investigation
arising in connection with EFTC's services hereunder (including  attorneys' fees
and expenses),  subject to an undertaking  from such EFTC  Indemnified  Party to
repay K*TEC if such party is determined not to be entitled to such indemnity.

                (b) EFTC hereby agrees to indemnify and hold harmless K*TEC and
its present and future  officers,  directors,  affiliates,  employees and agents
("K*TEC Indemnified Parties"),  to the fullest extent now or hereafter permitted
by law,  for any losses,  costs,  damages  and  expenses,  including  reasonable
attorneys'  fees,  as such are  incurred,  in  connection  with (i) any cause of
action,  suit or other proceeding  arising in connection with K*TEC's engagement
by EFTC under this  Agreement or the  provision of services by K*TEC  hereunder,
and  (ii) any  legal  proceeding  in which  K*TEC  may be  required  or agree to
participate,  except to the extent  resulting  from K*TEC's gross  negligence or
willful  misconduct.  EFTC  further  agrees to advance and  reimburse  the K*TEC
Indemnified  Parties on a monthly  basis for any cost of defending any action or
investigation  arising in connection with K*TEC's services hereunder  (including
attorneys'  fees and  expenses),  subject  to an  undertaking  from  such  K*TEC
Indemnified  Party to repay EFTC if such party is determined  not to be entitled
to such indemnity.

        10.     Confidentiality.

                (a) K*TEC acknowledges that as a result of the services to be
rendered  pursuant  to  Sections  1 and 2  hereof,  it  will be  making  use of,
acquiring  and/or  adding to  confidential  information  of a special and unique
nature and value relating to EFTC's business.  As a material  inducement to EFTC
to enter into this  Agreement  and to  provide  K*TEC the  management  and other
services  contemplated  hereby,  K*TEC  covenants  and  agrees  that  it and its
employees,  representatives and agents shall not, at any time during the term of
this Agreement or thereafter,  directly or indirectly divulge,  disclose or use,
for any purpose  unrelated to the  performance of services under this Agreement,
any confidential information which has been obtained by or disclosed to K*TEC in
connection with this Agreement and the services contemplated hereby.

                (b) EFTC acknowledges that as a result of the services to be
rendered  pursuant  to  Sections  1 and 2  hereof,  it  will be  making  use of,
acquiring  and/or  adding to  confidential  information  of a special and unique
nature and value relating to K*TEC's business. As a material inducement to K*TEC
to enter into this  Agreement and to provide EFTC the  marketing,  sales support
and IT services  contemplated  hereby, EFTC covenants and agrees that it and its
employees,  representatives and agents shall not, at any time during the term of
this Agreement or thereafter,  directly or indirectly divulge,  disclose or use,
for any purpose  unrelated to the  performance of services under this Agreement,
any confidential  information which has been obtained by or disclosed to EFTC in
connection with this Agreement and the services contemplated hereby.

                (c) Notwithstanding anything to the contrary contained in this
Agreement or any other agreement between the parties, neither EFTC nor K*TEC nor
any of their  respective  employees shall be prohibited from disclosing to their
respective  boards of directors or their  advisors,  attorneys,  consultants  or
agents  information  about the other party obtained as a result of providing the
services contemplated by this Agreement, whether in connection with such board's
consideration  of the proposed  business  combination  between EFTC and K*TEC or
otherwise.  The  confidentiality  of any such  information so disclosed shall be
maintained in accordance with the Mutual Confidentiality Agreement dated January
19, 2001 between EFTC and K*TEC.

        11.     No Assignment.

                (a) Without the prior written consent of EFTC, K*TEC shall not
assign,  transfer  or convey any of its rights,  duties or  interest  under this
Agreement, nor shall it delegate any of the obligations or duties required to be
kept or performed by it hereunder.


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<PAGE>

                (b) Without the prior written consent of K*TEC, EFTC shall not
assign,  transfer or convey any of its rights,  duties or  interests  under this
Agreement, nor shall it delegate any of the obligations or duties required to be
kept or performed by it hereunder.

        12.      Notices.  All  notices,  demands,  consents,  approvals  and
requests given by either party to the other hereunder  shall be in writing and
shall be personally  delivered or sent by registered or certified  mail,  return
receipt requested, postage prepaid, to the parties at the following addresses:

                  If to EFTC:            EFTC Corporation
                                         2501 West Grandview
                                         Phoenix, Arizona 85023
                                         Attention: James Bass, President

                  If to K*TEC:           K*TEC Electronics Corporation .
                                         111 Gillingham Lane
                                         Sugarland, Texas 77478
                                         Attention: Michael Gibbons, President

Any party may at any time change its respective address by sending written
notice to the other party of the change in the manner hereinabove prescribed.

        13.     Severability. If any term or provision of this Agreement or the
application  thereof to any person or  circumstance  shall,  to any  extent,  be
invalid or unenforceable, the remainder of this Agreement, or the application of
such term or provision to persons or circumstances  other than those as to which
it is held invalid or enforceable,  shall not be affected thereby, and each term
and  provision of this  Agreement  shall be valid and be enforced to the fullest
extent permitted by law.

        14.     No Waiver. The failure by any party to exercise any right,
remedy or election herein  contained or permitted by law shall not constitute or
be construed as a waiver or relinquishment of the future exercise of such right,
remedy or  election,  but the same shall  continue  and remain in full force and
effect.  All rights and  remedies  that any party may have at law,  in equity or
otherwise  upon  breach  of any term or  condition  of this  Agreement  shall be
distinct,  separate  and  cumulative  rights  and  remedies  and no one of them,
whether  exercised or not, shall be deemed to be in exclusion of any other right
or remedy.

        15.     Entire Agreement. This Agreement contains the entire agreement
between the parties hereto with respect to the matters herein  contained and any
agreement   hereafter  made  shall  be  ineffective  to  effect  any  change  or
modification,  in whole or in part,  unless  such  agreement  is in writing  and
signed by the party against whom  enforcement of the change or  modification  is
sought.

        16.      Governing  Law.  This  Agreement  shall be governed by and
construed in  accordance  with the laws of the State of Arizona without
reference to the laws of any other state.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly exercised by their authorized representatives as of the date first above
written.

                                        EFTC CORPORATION


                                        By: /s/ James Bass
                                           -------------------------------------
                                             James Bass, President


                                        K*TEC ELECTRONICS CORPORATION


                                        By: /s/ Michael Gibbsons
                                           -------------------------------------
                                             Michael Gibbons, President


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<PAGE>

                                   Appendix A


      Voluntary EFTC Actions on Behalf of K*TEC that Require Board Approval

In addition to all matters that the Board is required to approve as a matter of
law, the following matters shall require the approval of the Board:


1.       Selection and removal of senior officers of K*TEC, and prescription of
         such powers and duties for them as may not be inconsistent with
         applicable laws, the Articles of Incorporation or the By-Laws.

2.       Issuance, sale, exchange, redemption, cancellation or purchase of
         shares of stock or options of K*TEC and its subsidiaries from time to
         time upon such terms as may be lawful in the jurisdiction of
         incorporation except as defined in the 2000 option plan guidelines.

3.       Any dividends or discretionary distributions made with respect to K*TEC
         or its subsidiaries.

4.       Adoption  of annual  administrative,  capital  and  operating  budgets
         for K*TEC, its subsidiaries and partnerships.

5.       Sale by K*TEC, its subsidiaries or partnerships of any real property or
         other assets which other assets have a net book value or fair market
         value of more than $250,000, other than sales in the ordinary course of
         business (such as inventory and exchange of capital equipment) or sales
         made in accordance with budgets approved pursuant to paragraph 4 above.

6.       Entering into leases affecting the property of K*TEC, its subsidiaries
         or partnerships if the length of the lease is greater than one year and
         involves payment by K*TEC, its subsidiaries or partnerships of more
         than $250,000, other than leases made in accordance with budgets
         approved in accordance with paragraph 4 above.

7.       Any  commitment,  in  excess of  budgeted  levels  or  unbudgeted,
         made by  K*TEC,  its  subsidiaries  or partnerships involving more than
         $500,000.

8.       Adoption of any annual bonus or long term compensation plan applicable
         (cash or stock) to employees of K*TEC and specific approval of payments
         of cash or options under these plans to the CEO and his direct reports.

9.       Any base compensation payable to an employee of K*TEC, its subsidiaries
         or partnerships that exceeds $150,000 for such person on an annual
         basis, other than employment made in accordance with budgets approved
         (i.e. new hires related to identified open positions) in accordance
         with paragraph 4 above.

10.      Annual increases in compensation or determination of annual bonus
         compensation for the CEO and his direct reports. Such increases will
         all occur at calendar year end and shall be approved after reviewing
         the written recommendation of the CEO.

11.      Settlement  by  K*TEC,  its  subsidiaries  or  partnerships  of  any
         legal claim  involving  payment or  forbearance  in excess of $100,000
         other than settlements made in the normal course of business (i.e. PPV
         recovery, inventory returns) .

12.      Appointment  of  auditors  for K*TEC,  its  subsidiaries  or
         partnerships  or any  significant  change in accounting  principles or
         significant  tax elections  applicable to K*TEC,  its  subsidiaries or
         partnerships.

13.      Establishment  and  adoption of corporate  policy  regarding
         environmental  and  political  issues or any deviation or amendment of
         such adopted policies.

14.      Any contract or other transaction between K*TEC or its subsidiaries and
         one or more of its directors, officers or any entity in which such
         directors and officers have a financial interest (other than their
         interests in K*TEC or its subsidiaries) and other than arms-length
         transactions performed in the ordinary course with other Thayer and/or
         BLUM holdings such as TTM Technologies, Inc. and Cosmotronic
         Corporation.

15.      Material changes in credit agreements or refinancing and the initiation
         of new loans or collateralized obligations.

16.      Purchase of/Agreement to any hedging transactions (currency, interest
         rate, etc.)

17.      Any voluntary permanent reduction in Financing Commitments

18.      Press Releases (PRs) related to quarterly and/or annual financial
         results or those PRs that contain forward looking financial guidance.
         Approval to be by the Chairman of the Board or his designee.

19.      Reductions in Force (RIF) or Plant closings which fall under the "WARN
         Act" as defined by law.