<PAGE> 1
              CHANGE-IN-CONTROL SEVERANCE AGREEMENT
                      WITH W. KENT HARDWICK


     This Change-in-Control Severance Agreement (the "Agreement")
is  entered  into  this 2nd day of October, 1997 (the  "Effective
Date") between W. Kent Hardwick ("Executive") and Sigma Circuits,
Inc., a Delaware corporation (the "Company").  This Agreement  is
intended  to provide Executive with the compensation and benefits
described herein upon the occurrence of specific events following
a change-in-control of the ownership of the Company.

     Certain capitalized terms used in this Agreement are defined
     in Article VII.

     The Company and Executive hereby agree as follows:


                              Article I
                     Employment by the Company

      I.1   Executive is currently employed as the Vice President
of Sales and Marketing of the Company.

     I.2  This Agreement shall remain in full force and effect so
long as Executive is employed by Company; provided, however, that
the  rights  and obligations of the parties hereto  contained  in
Articles III through VIII shall survive any termination  for  the
longer  of  (i) twelve months following a Termination  Event  (as
hereinafter  defined)  (the "Term") or (ii)  such  longer  period
provided for in this Agreement.

      I.3   The  Company and Executive each agree and acknowledge
that  Executive  is  employed  by the  Company  as  an  "at-will"
employee  and that either Executive or the Company has the  right
at any time to terminate Executive's employment with the Company,
with or without cause or advance notice, for any reason or for no
reason.   The  Company  and  Executive  wish  to  set  forth  the
compensation  and benefits which Executive shall be  entitled  to
receive in the event that Executive's employment with the Company
terminates  under the circumstances described in  Article  II  of
this Agreement.

      I.4  The duties and obligations of the Company to Executive
under  this  Agreement shall be in consideration for  Executive's
past  services  to the Company, Executive's continued  employment
with  the Company and Executive's execution of the general waiver
and release described in Section 4.3.
</PAGE>
<PAGE> 2
                                Article II
                             Termination Events

     II.1 Involuntary Termination Following Change-in-Control.

            (a)    In   the   event  Executive's  employment   is
involuntarily terminated at any time by the Company without Cause
either  at  the time of or within thirteen (13) months  following
the  occurrence  of  a  Change-in-Control,  such  termination  of
employment will be a Termination Event and the Company shall  pay
Executive the compensation and benefits described in Article III.

           (b)   In  the event Executive's employment  is  either
involuntarily terminated by the Company with Cause at  any  time,
or  is  involuntarily terminated by the Company without Cause  at
any time other than either at the time of or within thirteen (13)
months following the occurrence of a Change-in-Control, then such
termination  of  employment  will not  be  a  Termination  Event,
Executive  will  not  be  entitled to  receive  any  payments  or
benefits  under  the  provisions of  this  Agreement,  except  as
otherwise  specifically set forth herein, and  the  Company  will
cease  paying compensation or providing benefits to Executive  as
of  Executive's termination date, except as otherwise provided by
a written agreement between Executive and the Company.

     II.2 Voluntary Termination Following Change-in-Control.

          (a)  Executive may voluntarily terminate his employment
with the Company at any time.  In the event Executive voluntarily
terminates his employment for Good Reason either at the  time  of
or  within  thirteen (13) months following the  occurrence  of  a
Change-in-Control, then such termination of employment will be  a
Termination  Event  and  the  Company  shall  pay  Executive  the
compensation and benefits described in Article III.

          (b)  In  the event Executive voluntarily terminates his
employment  for any reason other than Good Reason,  or  Executive
voluntarily terminates his employment for Good Reason at any time
other  than either at the time of or within thirteen (13)  months
following   the  occurrence  of  a  Change-in-Control,   or   the
Executive's employment terminates on account of either  death  or
physical   or   mental  disability,  then  such  termination   of
employment will not be a Termination Event, Executive will not be
entitled to receive any payments or benefits under the provisions
of  this  Agreement, except as otherwise specifically  set  forth
herein,  and  the  Company  will  cease  paying  compensation  or
providing benefits to Executive as of the Executive's termination
date.    In  the  event  that  Executive's  continued  employment
relationship  changes  in any manner at  a  time  when  an  event
constituting  Good Reason has not occurred, such  change  in  the
continued  employment  relationship will  not  be  a  Termination
Event, and Executive will not be entitled to receive any payments
or benefits under the provisions of this Agreement as a result of
such change.
</PAGE>
<PAGE> 3
                             Article III
                   Compensation and Benefits Payable

     III.1     Right to Benefits.  If a Termination Event occurs,
Executive shall be entitled to receive the benefits described  in
this  Agreement  subject to the restrictions and limitations  set
forth  in  Article IV.  If a Termination Event  does  not  occur,
Executive shall not be entitled to receive any benefits described
in  this  Agreement, except as otherwise specifically  set  forth
herein.

     III.2     Salary  Continuation.   Upon  the   occurrence  of
a  Termination Event, Executive shall receive salary continuation
benefits  in  a  total amount equal to thirteen  (13)  months  of
Executive's  Base  Salary,  less any  applicable  withholding  of
federal,  state or local taxes.   Such salary continuation  shall
be  paid  in  a  single lump sum no later than thirty  (30)  days
following the date of the Termination Event.

     III.3       Health  Insurance   Coverage.    Following   the
occurrence of a Termination Event, to the extent permitted by the
Consolidated Omnibus Budget Reconciliation Act of 1985  ("COBRA")
and  by  the Company's group health insurance policies, Executive
and  his  covered dependents will be eligible to  continue  their
health  insurance benefits at their own expense,  and  later,  to
convert  to  an  individual policy if they  wish.   If  Executive
elects  COBRA  continuation, the Company shall pay Executive  and
his  covered dependents' COBRA continuation premiums for thirteen
(13) months following the date of the Termination Event, provided
that  the Company's obligation to make such payments shall  cease
immediately  if  Executive  becomes  eligible  for  other  health
insurance  benefits at the expense of a new employer.   Executive
agrees  to  notify a duly authorized officer of the  Company,  in
writing,  immediately upon acceptance of any employment following
the Termination Event which provides health insurance benefits.

      This Section 3.3 provides only for the Company's payment of
COBRA  continuation  premiums for the  periods  specified  above.
This  Section 3.3 is not intended to affect, nor does it  affect,
the rights of Executive, or Executive's covered dependents, under
any  applicable law with respect to health insurance continuation
coverage.

      III.4      Stock  Option Acceleration.   Executive's  stock
options  which are outstanding as of the date of the  Termination
Event  (the  "Stock  Options")  shall  become  fully  vested  and
exercisable  upon the occurrence of the Termination  Event.   The
period  of  time  during  which the Stock  Options  shall  remain
exercisable,  and  all other terms and conditions  of  the  Stock
Options,  shall  be  as  specified in the relevant  Stock  Option
agreements.

      3.5  Bonus.  If a Termination Event occurs, Executive shall
receive  a  bonus  for the fiscal year in which  the  Termination
Event  occurs.   The amount of the bonus shall be  equal  to  the
amount  of the bonus the Executive would have been paid  had  the
Executive continued his employment with the Company until the end
of  such  fiscal year multiplied by a fraction in which  (i)  the
numerator is the number of days from and including the first  day
of   the  fiscal  year  until  and  including  the  date  of  the
Termination  Event,  and (ii) the denominator  is  three  hundred
sixty-five (365).  Such bonus shall be paid on the date Executive
would  have received the bonus if the Termination Event  had  not
occurred  during  such fiscal year.  Executive's  rights  to  the
payment  provided in this Section 3.5 shall not be terminated  by
the application of Section 4.2 of this Agreement.
</PAGE>
<PAGE> 4

      3.6  Mitigation.  Except as otherwise specifically provided
herein,  Executive shall not be required to mitigate  damages  or
the  amount  of  any  payment provided under  this  Agreement  by
seeking  other employment or otherwise, nor shall the  amount  of
any  payment provided for under this Agreement be reduced by  any
compensation  earned by Executive as a result  of  employment  by
another employer or by retirement benefits after the date of  the
Termination Event, or otherwise.

                            Article IV
   Limitations And Conditions On Benefits; Amendment Of Agreement

      IV.1 Reduction in Payments and Benefits; Withholding Taxes.
The  benefits provided under this Agreement are in  lieu  of  any
other  benefit  provided under any group severance  plan  of  the
Company  in  effect  at  the time of a  Termination  Event.   The
Company shall withhold appropriate federal, state or local income
and employment taxes from any payments hereunder.

     IV.2 Obligations of the Executive.

            (a)   During  the  Term,  Executive  agrees  not   to
personally  solicit  any  of the Company's  employees  to  become
employed elsewhere or provide the names of such employees to  any
other  company which Executive has reason to believe will solicit
such employees.

           (b)   Following the occurrence of a Termination Event,
Executive agrees to continue to satisfy his obligations under the
terms  of  the Company's standard form of Proprietary Information
and Non-Disclosure Agreement previously executed by Executive (or
any  comparable agreement subsequently executed by  Executive  in
substitution  or  supplement thereof).   Executive's  obligations
under this subsection 4.2(b) shall not be limited to the Term.

     IV.3   Employee Agreement and Release Prior  to  Receipt  of
Benefits.  Upon the occurrence of a Termination Event, and  prior
to the receipt of any benefits under this Agreement on account of
the occurrence of a Termination Event, Executive shall, as of the
date  of  a Termination Event, execute an employee agreement  and
release  in the form attached hereto as Exhibit A.  Such employee
agreement  and  release  shall  specifically  relate  to  all  of
Executive's  rights and claims in existence at the time  of  such
execution.   It is understood that Executive has twenty-one  (21)
days  to consider whether to execute such employee agreement  and
release  and  Executive  may revoke such employee  agreement  and
release  within seven (7) business days after execution  of  such
employee agreement and release.  In the event Executive does  not
execute such employee agreement and release within the twenty-one
(21)  day period, or if Executive revokes such employee agreement
and release within the seven (7) business day period, no benefits
shall be payable under this Agreement and this Agreement shall be
null  and void.  Nothing in this Agreement shall limit the  scope
or  time  of applicability of such employee agreement and release
once it is executed and not timely revoked.
</PAGE>
<PAGE> 5

     IV.4 Certain Reductions in Payments.

           (a)   In the event that any payment received or to  be
received  by  Executive  pursuant to this  Agreement  ("Payment")
would (i) constitute a "parachute payment" within the meaning  of
Section  280G  of the Internal Revenue Code of 1986,  as  amended
(the "Code") and (ii) but for this subsection (a), be subject  to
the  excise tax imposed by Section 4999 of the Code (the  "Excise
Tax"),  then, subject to the provisions of subsection (b) hereof,
such  Payment shall be reduced, if at all, to the largest  amount
which  Executive, in his discretion, determines would  result  in
maximizing Executive's net proceeds with respect to such Payments
(after  taking into account the payment of any Excise Tax imposed
on such Payment).  The determination by Executive of any required
reduction pursuant to this subsection (a) shall be conclusive and
binding upon the Company.  The Company shall reduce a Payment  in
accordance with this subsection (a) only upon written  notice  by
Executive  indicating the amount of such reduction, if  any.   If
the  Internal  Revenue  Service (the  "IRS")  determines  that  a
Payment is subject to the Excise Tax, then subsection (b)  hereof
shall  apply, and the enforcement of subsection (b) shall be  the
exclusive  remedy to the Company for a failure  by  Executive  to
reduce  the Payment so that no portion thereof is subject to  the
Excise Tax.

           (b)   If,  notwithstanding any reduction described  in
subsection  (a) hereof (or in the absence of any such reduction),
the IRS determines that Executive is liable for the Excise Tax as
a  result  of the receipt of one or more Payments, then Executive
shall  be  obligated to pay back to the Company, within  30  days
after  final IRS determination, an amount of such Payments  equal
to  the "Repayment Amount."  The Repayment Amount with respect to
such Payments shall be the smallest such amount, if any, as shall
be  required  to  be paid to the Company so that Executive's  net
proceeds with respect to such Payments (after taking into account
the payment of the Excise Tax imposed on such Payments) shall  be
maximized.   Notwithstanding the foregoing, the Repayment  Amount
with respect to such Payments shall be zero if a Repayment Amount
of  more than zero would not eliminate the Excise Tax imposed  on
such  Payments.  If the Excise Tax is not eliminated pursuant  to
this subsection (b), Executive shall pay the Excise Tax.

      IV.5  Amendment  or  Termination of This  Agreement.   This
Agreement  may  be  changed or terminated only  upon  the  mutual
written  consent  of  the  Company and  Executive.   The  written
consent  of  the  Company  to a change  or  termination  of  this
Agreement  must  be  signed  by  the  Company's  Chief  Executive
Officer,  after such change or termination has been  approved  by
the Compensation Committee of the Company's Board of Directors.
</PAGE>
<PAGE> 6

                        Article V
          Other Rights And benefits Not Affected

     V.1  Nonexclusivity.  Nothing in the Agreement shall prevent
or  limit Executive's continuing or future participation  in  any
benefit,  bonus, incentive or other plans, programs, policies  or
practices  provided  by the Company and for which  Executive  may
otherwise  qualify, nor shall anything herein limit or  otherwise
affect  such rights as Executive may have under any stock  option
or  other agreements with the Company; provided, however, that in
accordance  with  Section  4.1, any benefits  provided  hereunder
shall  be  in  lieu  of  any other severance  payments  to  which
Executive   may   otherwise   be  entitled,   including   without
limitation,  under  any employment contract  or  severance  plan.
Except as otherwise expressly provided herein, amounts which  are
vested  benefits  or  which Executive is  otherwise  entitled  to
receive  under  any  plan, policy, practice  or  program  of  the
Company at or subsequent to the date of a Termination Event shall
be  payable  in  accordance with such plan, policy,  practice  or
program.

      V.2  Employment Status.  This Agreement does not constitute
a contract of employment or impose on Executive any obligation to
remain  as  an employee, or impose on the Company any  obligation
(i) to retain Executive as an employee, (ii) to change the status
of  Executive  as  an at-will employee, or (iii)  to  change  the
Company's policies regarding termination of employment.

                           Article VI
                   Non-alienation Of Benefits

      No  benefit  hereunder  shall be subject  to  anticipation,
alienation,  sale, transfer, assignment, pledge,  encumbrance  or
charge, and any attempt to do so shall be void.


                              Article VII
                              Definitions

      For  purposes of the Agreement, the following  terms  shall
have the meanings set forth below:

     VII.1     "Agreement" means this Change-in-Control Severance
Agreement.

      VII.2     "Base Salary" means Executive's salary (excluding
bonus,  any  other incentive or other payments and  stock  option
exercises)  paid by the Company in consideration for  Executive's
service  during  the thirteen (13) months ended on  the  date  of
occurrence  of  a Termination Event, which is includable  in  the
gross  income  of  Executive for federal income tax  purposes  or
which  would have been includable in gross income except  for  an
election  either under Section 125 or 402(e)(3) of  the  Code  or
under   the   terms  of  a  nonqualified  deferred   compensation
arrangement sponsored by the Company.
</PAGE>
<PAGE> 7

      VII.3      "Cause"  means  misconduct,  including  but  not
limited  to:  (i) conviction of any felony or any crime involving
moral  turpitude or dishonesty, (ii) participation in a fraud  or
act of dishonesty against the Company, (iii) conduct by Executive
which   based   upon   a   good  faith  and  reasonable   factual
investigation and determination by the Board of Directors of  the
Company    demonstrates   gross   unfitness    to    serve,    or
(iv) intentional, material violation by Executive of any contract
between  Executive  and  the Company or  any  statutory  duty  of
Executive to the Company that is not corrected within thirty (30)
days  after  written  notice to Executive thereof.   Physical  or
mental disability shall not constitute "Cause."

       VII.4      "Change-in-Control"  means  (i)  a  merger   or
consolidation   in  which  the  Company  is  not  the   surviving
corporation,  (ii) a reverse merger in which the Company  is  the
surviving  corporation  but the shares of  the  Company's  common
stock  outstanding immediately preceding the merger are converted
by  virtue of the merger into other property, whether in the form
of  securities,  cash  or  otherwise, (iii)  a  sale  of  all  or
substantially all of the Company's assets, (iv) any other capital
reorganization  in which the beneficial ownership  of  more  than
fifty percent (50%) of the shares of the Company entitled to vote
changes,  or (v) the acquisition by any person, entity  or  group
(excluding any employee benefit plan, or related trust, sponsored
or maintained by the Company or any subsidiary of the Company) of
the  beneficial ownership, directly or indirectly, of  securities
of  the Company representing more than fifty percent (50%) of the
combined voting power in the election of directors.

      VII.5      "Company" means Sigma Circuits, Inc., a Delaware
corporation, and any successor thereto.

      VII.6      "Good Reason" means (i) reduction of Executive's
rate  of  compensation  as  in effect immediately  prior  to  the
Effective  Date of this Agreement or in effect immediately  prior
to  the  occurrence  of a Change-in-Control event,  whichever  is
greater,  (ii)  failure to provide a package of  welfare  benefit
plans  which,  taken  as a whole, provides substantially  similar
benefits  to  those  in  which  the  Executive  is  entitled   to
participate   immediately  prior  to  the   occurrence   of   the
Termination  Event  (except that employee  contributions  may  be
raised  to  the  extent of any cost increases  imposed  by  third
parties)  or  any  action by the Company  which  would  adversely
affect  Executive's participation or reduce Executive's  benefits
under   any   of   such  plans,  (iii)  change   in   Executive's
responsibilities,  authority,  title  or  office   resulting   in
diminution  of position, excluding for this purpose an  isolated,
insubstantial and inadvertent action not taken in bad faith which
is remedied by the Company promptly after notice thereof is given
by  Executive, (iv) request that Executive relocate to a worksite
that  is  more  than  35  miles from his prior  worksite,  unless
Executive  accepts  such  relocation  opportunity,  (v)  material
reduction  in  Executive's duties, (vi) failure or refusal  of  a
successor  to  the  Company to assume the  Company's  obligations
under   this   Agreement,  as  provided  in   Section   8.7,   or
(vii)  material  breach by the Company or any  successor  to  the
Company of any of the material provisions of this Agreement.

       VII.7       "Termination  Event"  means   an   involuntary
termination  of  employment described  in  Section  2.1(a)  or  a
voluntary termination of employment described in Section  2.2(a).
No  other event shall be a Termination Event for purposes of this
Agreement.
</PAGE>
<PAGE> 8
                          Article VIII
                        General Provisions

      VIII.1    Notices.  Any notices provided hereunder must  be
in  writing  and such notices or any other written  communication
shall  be  deemed effective upon the earlier of personal delivery
(including personal delivery by telex or facsimile) or the  third
day  after  mailing by first class mail, to the  Company  at  its
primary office location and to Executive at his address as listed
in  the  Company's  payroll records.  Any payments  made  by  the
Company  to Executive under the terms of this Agreement shall  be
delivered  to  Executive either in person or at  his  address  as
listed in the Company's payroll records.

      VIII.2     Severability.  Whenever possible, each provision
of  this  Agreement will be interpreted in such manner as  to  be
effective and valid under applicable law, but if any provision of
this Agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction,
such  invalidity, illegality or unenforceability will not  affect
any other provision or any other jurisdiction, but this Agreement
will be reformed, construed and enforced in such jurisdiction  as
if  such  invalid, illegal or unenforceable provisions had  never
been contained herein.

      VIII.3    Waiver.  If either party should waive any  breach
of  any  provisions of this Agreement, he or it shall not thereby
be  deemed  to have waived any preceding or succeeding breach  of
the same or any other provision of this Agreement.

      VIII.4     Complete  Agreement.  This Agreement,  including
Exhibits  A  and  B,  constitutes the  entire  agreement  between
Executive  and  the  Company and it is the complete,  final,  and
exclusive  embodiment  of their agreement  with  regard  to  this
subject  matter.   It  is entered into without  reliance  on  any
promise  or  representation other than those expressly  contained
herein.

      VIII.5    Counterparts.  This Agreement may be executed  in
separate  counterparts,  any  one  of  which  need  not   contain
signatures  of  more  than one party,  but  all  of  which  taken
together will constitute one and the same Agreement.

      VIII.6     Headings.   The headings  of  the  Articles  and
Sections  hereof  are  inserted for convenience  only  and  shall
neither  be deemed to constitute a part hereof nor to affect  the
meaning thereof.

       VIII.7     Successors  and  Assigns.   This  Agreement  is
intended  to  bind and inure to the benefit of and be enforceable
by  Executive  and the Company, and their respective  successors,
assigns,   heirs,  executors  and  administrators,  except   that
Executive may not delegate any of his duties hereunder and he may
not  assign  any  of  his rights hereunder  without  the  written
consent  of  the  Company, which consent shall  not  be  withheld
unreasonably.

      VIII.8    Attorney Fees.  If either party hereto brings any
action  to  enforce his or its rights hereunder,  the  prevailing
party in any such action shall be entitled to recover his or  its
reasonable attorneys' fees and costs incurred in connection  with
such action.
</PAGE>
<PAGE> 9

      VIII.9     Arbitration.   In  order  to  ensure  rapid  and
economical  resolution of any dispute which may arise under  this
Agreement,  Executive  and the Company agree  that  any  and  all
disputes   or  controversies,  arising  from  or  regarding   the
interpretation, performance, enforcement or termination  of  this
Agreement  shall  be  resolved by final and  binding  arbitration
under  the  procedures  set  forth in the  Arbitration  Procedure
attached  hereto  as  Exhibit B and the  then  existing  Judicial
Arbitration  and  Mediation  Services  Rules,  Inc.  ("JAMS")  of
Practice and Procedure or the rules of practice and procedure  of
any  successor  entity  to  JAMS  (except  insofar  as  they  are
inconsistent  with  the  procedures set  forth  in  the  enclosed
Arbitration  Procedure).  BY ENTERING INTO  THIS  AGREEMENT,  THE
COMPANY  AND  EXECUTIVE ACKNOWLEDGE THAT THEY ARE  WAIVING  THEIR
RIGHT TO JURY TRIAL OF ANY DISPUTE COVERED BY THIS AGREEMENT.

      VIII.10    Choice  of  Law.  All questions  concerning  the
construction, validity and interpretation of this Agreement  will
be governed by the law of the State of California.

      VIII.11   Non-Publication.  The parties mutually agree  not
to  disclose publicly the terms of this Agreement except  to  the
extent that disclosure is mandated by applicable law.

      VIII.12   Construction of Plan.  In the event of a conflict
between the text of the Agreement and any summary, description or
other  information  regarding the  Agreement,  the  text  of  the
Agreement shall control.

     In Witness Whereof, the parties have executed this Agreement
on the day and year written above.

Sigma Circuits, Inc.,                   W. Kent Hardwick
a Delaware corporation


By:     /s/ Philip S. Bushnell           /s/ W. Kent Hardwick

Name:   Philip S. Bushnell

Title:  Senior Vice President, 
        Finance and Administration
        and Chief Financial Officer




Exhibit A:  Employee Agreement and Release
Exhibit B:  Arbitration Procedure
</PAGE>
<PAGE> 1
                             Exhibit A

                  Employee Agreement and Release

      I  understand and agree completely to the terms set forth  in
the foregoing agreement.

      I acknowledge that I have read and understand Section 1542 of
the  California  Civil  Code which reads as  follows:   "A  general
release does not extend to claims which the creditor does not  know
or  suspect  to  exist in his favor at the time  of  executing  the
release,  which if known by him must have materially  affected  his
settlement  with  the  debtor."   I  hereby  expressly  waive   and
relinquish all rights and benefits under that section and  any  law
of any jurisdiction of similar effect with respect to my release of
any claims I may have against the Company.

      Except  as  otherwise set forth in this Agreement,  I  hereby
release, acquit and forever discharge the Company, its parents  and
subsidiaries,  and  their  officers, directors,  agents,  servants,
employees, shareholders, successors, assigns and affiliates, of and
from  any  and all claims, liabilities, demands, causes of  action,
costs,   expenses,   attorneys  fees,  damages,   indemnities   and
obligations of every kind and nature, in law, equity, or otherwise,
known  and  unknown,  suspected  and  unsuspected,  disclosed   and
undisclosed (other than any claim for indemnification I may have as
a  result  of  any  third  party action  against  me  based  on  my
employment with the Company), arising out of or in any way  related
to  agreements, events, acts or conduct at any time  prior  to  and
including the Effective Date of this Agreement, including  but  not
limited  to:   all such claims and demands directly  or  indirectly
arising out of or in any way connected with my employment with  the
Company  or the termination of that employment, including  but  not
limited  to,  claims  of  intentional and negligent  infliction  of
emotional  distress, any and all tort claims for  personal  injury,
claims  or demands related to salary, bonuses, commissions,  stock,
stock  options,  or any other ownership interests in  the  Company,
vacation  pay,  fringe benefits, expense reimbursements,  severance
pay,  or  any  other form of compensation; claims pursuant  to  any
federal, state or local law or cause of action including,  but  not
limited  to, the federal Civil Rights Act of 1964, as amended;  the
federal  Age Discrimination in Employment Act of 1967,  as  amended
("ADEA"); the federal Americans with Disabilities Act of 1990;  the
California Fair Employment and Housing Act, as amended;  tort  law;
contract   law;   wrongful   discharge;   discrimination;    fraud;
defamation; emotional distress; and breach of the implied  covenant
of  good faith and fair dealing; provided, however, that nothing in
this paragraph shall be construed in any way to release the Company
from  its  obligation  to indemnify me pursuant  to  the  Company's
Indemnification Agreement.

      I acknowledge that I am knowingly and voluntarily waiving and
releasing  any  rights I may have under ADEA.  I  also  acknowledge
that  the  consideration given for the waiver and  release  in  the
preceding paragraph hereof is in addition to anything of  value  to
which  I was already entitled.  I further acknowledge that  I  have
been  advised by this writing, as required by the ADEA, that:   (A)
my waiver and release do not apply to any rights or claims that may
arise  after the Effective Date of this Agreement; (B) I  have  the
right  to  consult  with  an  attorney  prior  to  executing   this
Agreement;  (C)  I  have  twenty-one (21)  days  to  consider  this
Agreement  (although  I  may  choose to  voluntarily  execute  this
Agreement  earlier);  (D)  I  have seven  (7)  days  following  the
execution of this Agreement by the parties to revoke the Agreement;
and  (E) this Agreement shall not be effective until the date  upon
which  the revocation period has expired, which shall be the eighth
day  after  this  Agreement is executed by me,  provided  that  the
Company  has  also executed this Agreement by that date ("Effective
Date").

                              By: /s/ W. Kent Hardwick
                                  W. Kent Hardwick

                              Date:
</PAGE>
<PAGE> 1
                               Exhibit B

                          Arbitration Procedure

      1.    The  parties  agree  that any dispute  that  arises  in
connection with this Agreement or the termination of this Agreement
shall  be  resolved by binding arbitration in the manner  described
below.

     2.   A party intending to seek resolution of any dispute under
the  Agreement  by arbitration shall provide a written  demand  for
arbitration to the other party, which demand shall contain a  brief
statement of the issues to be resolved.

     3.   The arbitration shall be conducted in Santa Clara County,
California, by a mutually acceptable retired judge from  the  panel
of  Judicial Arbitration and Mediation Services, Inc. or any entity
performing the same type of services that succeeds to its  business
("JAMS").   At the request of either party, arbitration proceedings
will  be  conducted in the utmost secrecy and, in  such  case,  all
documents,  testimony  and records shall  be  received,  heard  and
maintained  by the arbitrator in secrecy under seal, available  for
inspection only by the parties to the arbitration, their respective
attorneys, and their respective expert consultants or witnesses who
shall  agree,  in  advance  and in writing,  to  receive  all  such
information  confidentially  and to maintain  such  information  in
secrecy,  and  make  no  use  of such information  except  for  the
purposes of the arbitration, unless compelled by legal process.

      4.   The arbitrator is required to disclose any circumstances
that might preclude the arbitrator from rendering an objective  and
impartial determination.  In the event the parties cannot  mutually
agree  upon  the selection of a JAMS arbitrator, the  President  of
JAMS shall designate the arbitrator.

      5.    The  party demanding arbitration shall promptly request
that  JAMS conduct a scheduling conference within fifteen (15) days
of  the date of that party's written demand for arbitration  or  on
the  first  available date thereafter on the arbitrator's calendar.
The arbitration hearing shall be held within thirty (30) days after
the scheduling conference or on the first available date thereafter
on  the  arbitrator's  calendar.  Nothing in this  paragraph  shall
prevent  a  party  from  at  any time seeking  temporary  equitable
relief,  from  JAMS  or  any  court of competent  jurisdiction,  to
prevent irreparable harm pending the resolution of the arbitration.

     6.   Discovery shall be conducted as follows: (a) prior to the
arbitration  any party may make a written demand for lists  of  the
witnesses  to be called and the documents to be introduced  at  the
hearing;  (b) the lists must be served within fifteen days  of  the
date of receipt of the demand, or one day prior to the arbitration,
whichever is earlier; and (c) each party may take no more than  two
depositions (pursuant to the procedures set forth in the California
Code  of  Civil  Procedure)  with  a  maximum  of  five  hours   of
examination  time  per  deposition,  and  no  other  form  of  pre-
arbitration discovery shall be permitted.

      7.    It  is  the  intent  of the parties  that  the  Federal
Arbitration  Act  ("FAA") shall apply to the  enforcement  of  this
provision   unless  it  is  held  inapplicable  by  a  court   with
jurisdiction  over  the  dispute, in  which  event  the  California
Arbitration Act ("CAA") shall apply.
</PAGE>
<PAGE> 2

      8.   The arbitrator shall apply California law, including the
California Evidence Code, and shall be able to decree any  and  all
relief  of an equitable nature, including but not limited  to  such
relief  as a temporary restraining order, a preliminary injunction,
a  permanent  injunction,  or replevin of  Company  property.   The
arbitrator  shall  also  be  able  to  award  actual,  general   or
consequential damages, but shall not award any other form of damage
(e.g., punitive damages).

      9.    Each  party  shall  pay  its  pro  rata  share  of  the
arbitrator's  fees and expenses, in addition to other  expenses  of
the  arbitration approved by the arbitrator, pending the resolution
of  the arbitration.  The arbitrator shall have authority to  award
the  payment of such fees and expenses to the prevailing party,  as
appropriate  in  the  discretion  of  the  arbitrator.   Except  as
provided  in the Change-in-Control Severance Agreement, each  party
shall  pay its own attorneys' fees, witness fees and other expenses
incurred for its own benefit.

     10.  The arbitrator shall render a written award setting forth
the reasons for his or her decision.  The decree or judgment of  an
award rendered by the arbitrator may be entered and enforced in any
court  having  jurisdiction over the parties.   The  award  of  the
arbitrator  shall  be  final and binding upon the  parties  without
appeal  or review except as permitted by the FAA, or if the FAA  is
not applicable, as permitted by the CAA.
</PAGE>