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Exhibit 10.12  


 
 

ASSET PURCHASE AGREEMENT    
    


        This Asset Purchase Agreement (this "Agreement") is dated and effective May 6, 2004, by and between
Twilight Technology, Inc., a California corporation (the "Buyer") and DPAC Technologies Corp., a California corporation ("DPAC" or the "Company"). Buyer and Company are collectively referred to
herein as the "Parties" and individually as a "Party." Capitalized terms used herein shall have the meanings set forth in this Agreement. 


RECITALS  



	A.
	The Company's businesses include, among others, Commercial DRAM Stacking, Wireless Technology, and Industrial, Defense and Aerospace
applications (including ceramic based memory stacking, memory modules, and custom products designed by the Company);



	B.
	The Company is transitioning out of making, have made, selling, and servicing those products set forth on  Exhibit A
relating to its Industrial, Defense and Aerospace business (the "Business Products");



	C.
	The Company is transitioning out of making, have made, selling, and servicing those products set forth on  Exhibit B (the
"PEP Products");



	D.
	The Company is the record assignee in the United States Patent and Trademark Office of United States Patent Number 4,956,694 issued
September 11, 1990 relating to integrated circuit chip stacking (the "694 Patent");



	E.
	The Company is in the process of liquidating substantially all of its assets related to the Business Products and the PEP Products
(collectively the "Products");



	F.
	The Buyer is currently manufacturing products pursuant to that certain Exclusive Technology and Know-How License Agreement
dated October 4, 1999 by and between Company (f/k/a Dense-Pac Microsystems, Inc.) and Buyer, as amended November 20, 2001 (the "1999 License"), which license shall
remain in full force and effect and shall not be subject to this Agreement;



	G.
	The Buyer desires to purchase from the Company, and the Company desires to sell to the Buyer, substantially all of the assets of the
Business Products, as well as the PEP Products not otherwise sold or disposed of or in the process of being sold or disposed of by the Company on or prior to June 4, 2004, "AS IS", "WHERE IS",
and "WITHOUT WARRANTY AS TO FITNESS FOR ANY PURPOSE OR MERCHANTABILITY";



	H.
	Buyer desires to pay a substantial portion of the total purchase price for the Purchased Assets over time using its commercial best
efforts to sell in the ordinary course of business the Business Products and the PEP Products;



	I.
	Company is willing to defer a substantial portion of the consideration to be paid by Buyer to Company for the Purchased Assets over time
after the Closing Date so long as Buyer uses its commercial best efforts to sell in the ordinary course of business the Business Products and the PEP Products and so long as Buyer does not sell
outside of the ordinary course of business any of the Purchased Assets until all amounts owing to Company under this Agreement are paid in full; and



	J.
	In connection with the purchase of the Purchased Assets, including the Business Products and the PEP Products, the Buyer is willing to
assume only those certain specified liabilities and obligations of the Company directly related to such assets upon the terms and conditions specifically set forth in this Agreement. 








 




AGREEMENT  


        NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants,
agreements and conditions hereinafter set forth, and intending to be legally bound hereby, the Parties hereby agree as follows: 


1.     PURCHASE AND SALE OF ASSETS  


        1.1    Assets to be Transferred.    Other than the Excluded Assets (as
hereinafter defined) and subject to the terms and conditions of this Agreement, on the Closing Date (as hereinafter defined) the Company shall sell, transfer, convey, assign, and tender to the Buyer,
and the Buyer shall purchase and accept, "AS IS", "WHERE IS", and "WITHOUT WARRANTY AS TO EITHER FITNESS FOR ANY PARTICULAR PURPOSE OR MERCHANTABILITY", substantially all of the assets, tangible and
intangible, and all licenses and designs, held as of the Closing Date by the Company specifically for use with the Products as of the Closing Date (collectively, the "Purchased Assets"), including: 



        (a)    Intellectual Property.    All of the Company's interest in any
intellectual property, including the 694 Patent, specifically for use with the Products, subject to any prior agreements with third parties concerning such use, such as trade secrets and license
rights from third parties (except for non-industry specific software), to the extent freely transferable or assignable by the Company to Buyer without any further consideration to any
third party; 


        (b)    Machinery and Equipment.    All of the Company's tools, spare
parts, and all other personal property owned by the Company specifically for use with the Products, including burn-in boards, test fixtures, and miscellaneous tools, to the extent set
forth on Exhibit C, including any rights (other than indemnity rights owing to or for the benefit of Company for pre-Closing actions
and services) under any agreement Company has with the vendors who previously created such tools, spare parts, and other personal property to the extent freely transferable for no additional
consideration; 


        (c)    Inventory.    All of the Company's inventories of raw
materials, works-in-process and finished goods (including all such in transit) specifically for use with the Products, whether new, obsolete, or in excess of current levels
needed for Product backlog, all as set forth on Exhibit D hereto (collectively, the "Inventory"); 



        (d)    Licenses; Permits.    All of the Company's licenses, permits
and approvals relating to the Products, including all rights to market and sell the Products, to the extent freely assignable or transferable by the Company without further consideration; 


        (e)    Names and Marks.    All names, logos or marks specifically used
by the Company in connection with labeling and marketing of the Products, excluding therefrom however: (i) the use of the names "DPAC", "DPAC Technologies Corp.", "DENSE-PAC
MICROSYSTEMS" and any derivation thereof, and (ii) any logo or mark used by Company; and 


        (g)    Customer Contact Data.    Contact data for all customers of the
Products as set forth on Exhibit E. 




        1.2    Excluded Assets.    Notwithstanding any other provision of this
Agreement, the Company shall not sell, transfer, assign, convey or tender to the Buyer, and the Buyer will not purchase or accept any assets of the Company other than the Purchased Assets (the
"Excluded Assets"). The Excluded Assets shall include, but are not limited to, the following: 



        (a)   Business
Records.    All minute books, ownership books, legal files, tax returns, accounting reports and records, financial records,
personnel and payroll records, invoice records, and historic sales files (e.g. purchase orders, internal sales orders, and related build documentation) maintained by or on behalf of Company except as
otherwise specifically provided for in Section 6;



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        (b)   Non-Product
assets.    Any and all assets of the Company not solely used in the manufacturing, sale, repair, or use of the
Products;


        (c)   Cash.    All cash on hand of the Company;


        (d)   Licenses.    The 1999 License;


        (e)   Fixtures.    Any fixtures currently located at the Company's place of business;


        (f)    Non-Product Intellectual Property.    Any and all intellectual property that is not specifically held or solely used for
the Products;


        (g)   Accounts Receivables.    Any and all accounts receivables of the Company;


        (h)   PEP Products.    Any PEP Products, the related intellectual rights, designs, manufacturing/test equipment, documentation, and
inventory, that Company otherwise disposes of, sells, or is in the process of selling or disposing of, prior to June 4, 2004; and



        (i)    Company
Revenues.    All Company Revenues received by Buyer with respect to the Revenue Products.




2.     ASSUMPTION OF LIABILITIES  


        2.1    Liabilities to be Assumed.    Buyer hereby assumes sole responsibility for any and all
support of the Products either sold or manufactured by Buyer on or after the Closing Date including but not limited to: (i) handling all returns for such Products, (ii) performing at no
cost to the Company all repairs of such Products (whether or not covered by any warranty made or implied with respect to such Products), (iii) obtaining and maintaining adequate insurance for
general and product liabilities arising out of or in connection with the manufacture, sale, distribution, and/or use of such Products, and (iv) holding Company free and harmless from any and
all claims by any person arising out of, relating to, or in connection with the Products (collectively the "Assumed Liabilities").


3.     CLOSING AND CONSIDERATION  



        3.1    Closing.    The closing (the "Closing") shall take place at
3:00 p.m., Pacific Standard Time, on May 6, 2004 at the offices of Yocca Patch & Yocca, LLP, 19900 MacArthur Boulevard, Suite 650, Irvine, California 92612 or at such other time,
date and place as the Buyer and the Company may agree in writing. The Closing shall be deemed effective as of 12:01 a.m., Pacific Standard Time. The date on which the Closing takes place shall
be the "Closing Date."  


        3.2    Deliveries at Closing.    



        (a)   Buyer's
deliveries.    At Closing, Buyer shall deliver to Company:




	(i)
	an executed counterpart of this Agreement;



	(ii)
	evidence of product liability insurance providing insurance coverage for products liability arising out or relating to the Products either
manufactured, sold, or distributed by Buyer following the Closing Date along with an additional insured endorsement naming the Company as an additional insured under such policy. Company will provide
an additional ten business days for Buyer to obtain and provide proof of the aforementioned insured endorsement;



	(iii)
	a company check for the Cash Payment;



	(iv)
	evidence reasonably satisfactory to Company that Buyer is current on all monies owed pursuant to the 1999 License; and



	(v)
	the DPAC License Agreement, substantially in the form attached hereto as Exhibit F (the
"DPAC License Agreement").





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        (b)   Company's
deliveries.    At Closing, Company shall deliver or tender, as applicable, to Buyer, at Company's place of
business:




	(i)
	an executed counterpart of this Agreement;



	(ii)
	the Purchased Assets (excluding the PEP Products, related intellectual rights, manufacturing/test equipment, documentation, inventory and
designs, which, if unsold by June 4, 2004 will be tendered at such time);



	(iii)
	an executed assignment agreement for the 694 Patent and Form PTO-1595 to be filed with the United State Patent and Trademark
Office, as set forth on Exhibit G.






3.3   CONSIDERATION—PAYMENT  



        (a)    Monetary Consideration.    The monetary consideration (the
"Monetary Consideration") for the Purchased Assets shall be the sum of each of the following: 



        (i)    Cash Payment.    A cash payment in the amount of Three Hundred
and One Thousand dollars ($301,000.00) (the "Cash Payment") which shall be paid by the Buyer to the Company or its designee or assigns in cash, via a company check; and 



        (ii)    Future Payments.    



        a.     Buyer shall pay Company 40% of the revenues to be generated, without reduction for any expenses (the "Gross Revenues"),
from all orders received by or on behalf of Buyer, or any entity acting in concert with Buyer, during Company's 2005 Fiscal Year (ending February 28, 2005) for: (i) any product
(excluding any product covered by the 1999 License) that is covered by or incorporates, whether directly or indirectly, the claims of the 694 Patent, whether or not such product is developed either by
Company or Buyer; and (ii) any and all Products. The products in (i) and (ii) above are collectively referred to as the "Revenue Products." 


        b.     Buyer will pay Company 40% of the Gross Revenues from orders received by or on behalf of Buyer during Company's first
quarter of its 2006 Fiscal Year (March 1, 2005 - May 31, 2005) for any and all Revenue Products; 


        c.     Buyer will pay Company 30% of the Gross Revenues from orders received by or on behalf of Buyer during Company's second
quarter of its 2006 Fiscal Year (June 1, 2005 - August 31, 2005) for any and all Revenue Products; 



        d.     Buyer will pay Company 20% of the Gross Revenues from orders received by or on behalf of Buyer during Company's third
quarter of its 2006 Fiscal Year (September 1, 2005 - November 30, 2005) for any and all Revenue Products; and 


        e.     Buyer will pay Company 10% of the Gross Revenues from orders received by or on behalf of Buyer during Company's fourth
quarter of its 2006 Fiscal Year (December 1, 2005 - February 28, 2006) for any and all Revenue Products; (the Gross Revenues to be received and/or received by or on behalf of
Buyer for the Revenue Products in the percentages set forth in Section 3.3(ii)(a)-(e) above are collectively referred to as the "Company Revenues"); and 


	(iii)
	Subject to first obtaining Company's prior written consent for a sale of the Purchase Assets outside the ordinary
course of business, the payment of no less than fifty percent (50%) and no greater than eighty percent (80%) of any gross sales outside the ordinary course of business, for any or all of the Purchased
Assets to the extent said proceeds, individually or in the aggregate in the case of several sales, exceed $301,000.00 and to the extent the sale occurs within twenty-four
(24) months of the Closing Date. 





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Buyer
shall pay Company all monies due by Buyer to Company under Section 3(a)(iii) in accordance with Section 6.10. 



        (b)    Non-monetary consideration.    The
non-monetary consideration for the Purchase Assets shall consist of the assumption of the Assumed Liabilities by the Buyer on the Closing Date. 



        (c)    Allocation of Monetary Consideration.    The Parties mutually
agree that the Monetary Consideration paid by the Buyer to the Company for the transfer of the Purchased Assets pursuant to this Agreement shall be allocated as follows: (i) $125,988.64 as a
value for the Inventory; (ii) Ten Thousand Dollars ($10,000) for the fixed assets (an occasional sale); and (iii) the remaining Monetary Consideration for the sale of Company's
intellectual property, or such other amounts determined by the applicable taxing authority. Both Parties shall be obligated to report the transaction on all applicable tax filings consistent with the
allocation determined by the Parties pursuant to this Section 3.3(c). 



        (d)    Sales Tax.    The Buyer shall timely pay or remit the cost of
any sales, bulk sales, use or similar taxes, which may become due, by whatever jurisdiction levied, arising out of the sale and transfer of the Purchased Assets contemplated under this Agreement, and
Buyer shall indemnify, defend, and hold harmless the Company, and its stockholders, from and for such obligations, taxes, penalties and other costs relating to any failure to properly pay such taxes. 




4.     REPRESENTATIONS AND WARRANTIES OF THE COMPANY  



        The Company makes the following representations and warranties to the Buyer, each of which is true and correct on the date hereof, and shall survive the Closing. 


        4.1    Corporate Organization.    The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of California. The Company has all requisite power and authority to own, operate and lease its properties, to enter into
this Agreement and to consummate the transactions contemplated hereby. 


        4.2    Authority.    The execution, delivery, and performance of this
Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Company. No other or further act or proceeding on the part of the
Company, its Board of Directors or any of its stockholders is necessary to authorize the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated
hereby. This Agreement, and the other documents and instruments to be executed and delivered by the Company pursuant hereto, constitute the valid and binding obligation of the Company, enforceable in
accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generally, and by general equitable
principles. 


        4.3    Ownership of Purchased Assets.    The Company has the power and
right to sell, assign, convey, tender and/or deliver, as applicable, the Purchased Assets to the Buyer as contemplated hereby, including the right to assign ownership in the 694 Patent. 


        4.4    Claims Against The Purchased Assets.    The Company has
received no actual or threatened claim, demand or complaint that challenges Company's title to the Purchased Assets, including but not limited to the 694 Patent. 


5.     REPRESENTATIONS AND WARRANTIES OF THE BUYER  


        The Buyer makes the following representations and warranties to the Company, each of which is true and correct on the date hereof, and shall survive the Closing: 



        5.1    Corporate Organization.    The Buyer is a corporation duly
organized, validly existing and in good standing under the laws of the State of California. The Buyer has all requisite power to enter into this Agreement and to consummate the transactions
contemplated hereby. 


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        5.2    Authority.    The execution, delivery, and performance of this
Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Buyer. No other act or proceeding on the part of the Buyer, its Board
of Directors, or by Buyer's stockholder is necessary to authorize the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby. This
Agreement, and the other documents and instruments to be executed and delivered by the Buyer pursuant hereto, constitute the valid and binding obligations of the Buyer enforceable in accordance with
their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generally, and by general equitable principles. 


        5.3    No Defaults.    The consummation of the transactions
contemplated by this Agreement will not cause the Buyer or any of its affiliates to be in default (i) under Buyer's articles of incorporation or by-laws or under any material note,
indenture, mortgage, lease, purchase or sales order, or any other material contract, agreement or instrument to which the Buyer is a party or by which it or its properties are bound or affected or
(ii) with respect to any order, writ, injunction, judgment or decree of any court or any federal, state, municipal or other domestic or foreign governmental department, commission, board,
bureau or agency. 


        5.4    Receipt and Removal of Purchased Assets.    Buyer has inspected
the Purchased Assets and hereby acknowledges receipt of the Purchased Assets from the Company as of the Closing Date (excluding those assets related to the PEP Products which, if unsold by
June 1, 2004 will be tendered at such time). As of the Closing, Buyer is responsible for any insurance covering Buyer's interest in the Purchased Assets as of the Closing Date. Notwithstanding
the foregoing sentence, to the extent the Company has property insurance covering property of others located on the Company's premises, then such insurance to the extent applicable will cover the
Buyer's Purchased Assets. Any deductible shall be Buyer's sole responsibility. 


        5.5    Waiving of Offset Rights.    Company and Buyer hereby waive any
and all rights to offset or withhold any amount due one-another under this Asset Purchase Agreement for any reason other than a breach of this Asset Purchase Agreement. 


6.     POST-CLOSING COVENANTS  


        6.1   No later than June 15, 2004, Company will provide Buyer with copies of all customer purchase orders for Products
that have been accepted by Company prior to such date that have not been filled or otherwise satisfied by Company (the "Open Purchase Orders"). 


        6.2   Buyer agrees to manufacture, sell, and deliver to Customer all Products covered in the Open Purchase Orders delivered
pursuant to Section 6.1. Buyer shall manufacture all such Products in compliance with the terms, specifications, and conditions in such Open Purchase Order(s) and in accordance with the quality
requirements set forth in Exhibit H. Buyer will notify Company's representative, William Stowell, or his designee, when such Products are ready
for shipment, which shall be as soon as commercially reasonable taking into consideration (i) the timeliness of Buyer's receipt of the customer's order in advance of the order's delivery date
and (ii) the quantity of the order. DPAC will authorize such shipment by providing shipping documentation. DPAC agrees not to (i) accept any Purchase Order(s) for Products for less than
$10,000.00 in value without Buyer's consent, and (ii) quote any prices for Products where the price is below the highest price previously charged by Company to such customer for the preceding
12 months, less discounts for volume purchases, and (iii) DPAC agrees to consult with Buyer prior to acceptance of any Purchase Orders on or after May 6, 2004, but DPAC reserves
the right to determine the pricing for all Purchase Orders accepted that are in excess of $10,000.00. 


        6.3   All Products sold by Buyer to Company (and subsequently re-sold to the end-customer) will carry a
one-year repair or replace warranty from Buyer and will be transferable at no cost to Company's end-customer. 


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        6.4   Buyer shall invoice Company for all Products sold to Company pursuant to this Section 6. The price set forth on
all such invoices shall be 50% of Company's end-customer sales price (net of freight). 


        6.5   Buyer shall have and maintain product liability insurance for all products sold or transferred to Company, naming Company
as an additional insured, for no less than one year after Buyer ceases selling such products. 


        6.6   After May 5, 2004, Company will not accept any orders for Products that have a ship date later than
February 28, 2005. After June 4, 2004, Company will not accept new orders for any of the Products. Orders taken by Company for Products will state that they are
non-cancelable and non-returnable. The Company has the right, in the Company's sole discretion, to accept changes with respect to quantity and extensions of shipment dates for
Products ordered, which changes will be honored by Buyer to the extent Buyer has not already (i) manufactured or shipped the Products unless Company pays Buyer for the finished Product, or
(ii) procured inventory for the Products unless Company pays Buyer the actual out of pocket direct cost for the inventory purchased (in which case the inventory shall belong to Company). 


        6.7    Repairs.    Buyer agrees to service, support, and repair all
Products sold by the Company prior to the Closing Date in consideration for Company's obligation to pay Buyer for such services in accordance with this Section 6.7. Prior to performing any such
service, support or repair, Buyer shall notify Company representative William Stowell, of the Product to be repaired, and provide a written description of the work to be performed and the estimated
cost of such repair. Company shall respond to Buyer within five business days with authorization to repair or instructions to return the Product in question. Buyer shall not perform any services or
repairs to the Products without the prior written authorization of the Company. In no event shall either the Company or the Company's customer have any liability or responsibility for any charges by
Buyer in excess of 115% of the estimated cost of such repair. Subject to the previous sentence, Buyer will invoice Company 130% of Buyer's Cost for any pre-approved repairs. "Buyer's Cost"
shall be the actual cost for all materials plus the lesser of: (i) the actual direct labor rates (exclusive of benefits) for any engineer or assembly personnel that works on the returned
Products; or (ii) $50.00 per hour (or part thereof) for any engineer or $10.00 per hour (or part thereof) for any assembly personnel that works on the returned Products. 


        6.8    Warranty on Repairs.    Buyer shall warrant all repairs
performed by it or on its behalf pursuant to Section 6.7 to be free from defects or failures for a minimum of one year for repair or replacement, at Company's option. 


        6.9    Payment of Invoices.    Company shall pay Buyer's invoices for
the work performed pursuant to this Section 6 within 45 days of Company's receipt of such invoice. 


        6.10    Payment by Buyer.    Buyer shall pay Company via a company
check all amounts due Company under Section 3.3(a)(ii) on the earlier of (i) the first business day after the month in which Buyer receives revenue, or (ii) within
60 days of the Buyers ship date. 


        6.11    Resale of Purchased Assets and Change of Control.    Buyer
agrees that, on and after the Closing Date and continuing until all Monetary Consideration owing the Company under this Agreement is paid in full pursuant to this Agreement to neither consent to,
commit, authorize, nor permit any of the following actions/events: 


        (a)   Sell, assign, transfer, convey, encumber, hypothecate, mortgage or otherwise alienate any part of the Purchased Assets, outside the normal course
of business, without first obtaining Company's prior written consent, which consent Company may withhold in Company's sole and absolute direction for any reason or no reason;


        (b)   Randall Greene either (i) no longer participates full time in the management of the Buyer, or (ii) sells, assigns, transfers,
coveys, encumbers, hypothecates, mortgages, or otherwise alienates any  


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 portion of his equity interest in the Buyer, whether voluntarily, involuntarily or by operation of law, or (iii) has his equity interest in Buyer as of the Closing Date diluted after the
Closing Date, without first obtaining Company's prior written consent, which consent Company may withhold in its sole and absolute discretion for any reason or no reason;


        (c)   Fail to use commercial best efforts to manufacture, market, sell, and account for the Revenue Products under
Section 3.3(ii).


        6.12    Company Revenues.    Buyer agrees and acknowledges that all Company Revenues shall be
for the account of Company and shall be held in trust by Buyer for Company and shall not be the property of Buyer. Buyer shall not lien, borrow, or otherwise impair such funds.



        6.13    Post-Closing Receipt of Funds or Other
Property.    In the event that any of the Parties receives any funds or property belonging to the other Party in accordance with the terms of this Agreement, then the
receiving Party will promptly so advise such other Party, will segregate and hold
such funds and property in trust for the benefit of such other Party, and will promptly deliver such funds and property to an account or accounts designated in writing by such other Party. 


7.    RECORDS.    Buyer agrees to maintain proper records and books of account for all Revenue Products.
Buyer agrees to provide Company with a monthly statement, including a certification that such statements are true and correct, indicating (i) all orders received for the Revenue Products during
the month, (ii) the anticipated ship dates for such products, (iii) all Revenue Products shipped during the month accompanied by copies of
those orders for Revenue Products for which payment is being made, and (iv) all monies received during the month for the Revenue Products and the corresponding purchase order (collectively the
"Monthly Statement"). At all times, until Company has been paid in full under this Agreement, Company, shall have the right, during normal business hours upon giving Buyer 1 business day notice, to
inspect, and audit the books and records of Buyer, including the stockholder register and records relating to orders received and products shipped, to insure compliance by Buyer of the terms of this
Agreement. If the audit results show Buyer owes Company additional funds for the Revenue Products, then Buyer shall immediately pay Company (i) such additional funds, and (ii) if the
underpayment is greater than 5% of the amount originally paid prior to the audit, the cost of such audit. 


8.     COMPANY'S DISCLAIMERS.  


        8.1    Condition of Inventory and other Purchased Assets.    The
Inventory being purchased by Buyer hereunder is set forth on Exhibit D hereto. The Buyer and the Company agree that the Inventory and all other
Purchased Assets may be obsolete, excessive for current projections, or otherwise not saleable and that such conditions have been taken into account by Buyer in evaluating the consideration.  EXCEPT AS EXPRESSLY SET FORTH IN
SECTION 4, THE COMPANY MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF ANY OF ITS ASSETS
(INCLUDING, WITHOUT LIMITATION, THE PURCHASED ASSETS), ITS BUSINESS, LIABILITIES OR OPERATIONS, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE,
AND ANY AND ALL OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. THE BUYER HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT TO THE EXTENT SPECIFICALLY SET FORTH IN SECTION 4, THE BUYER
IS PURCHASING THE PURCHASED ASSETS ON AN "AS-IS, WHERE-IS" BASIS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY DISCLAIMS ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AS TO THE PURCHASED ASSETS THAT ARE EQUIPMENT, GOODS OR OTHER ASSETS THAT ARE SUBJECT TO ARTICLE 2 OF THE UNIFORM COMMERCIAL CODE, OR SIMILAR
FEDERAL, STATE OR LOCAL LAW, AND THE BUYER EXPRESSLY ACKNOWLEDGES THAT SUCH EQUIPMENT,  


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 GOODS OR OTHER ASSETS ARE BEING PURCHASED AND SOLD "AS IS" AND "WHERE IS" AND WITHOUT WARRANTY EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4 OF THIS AGREEMENT. THE COMPANY MAKES NO REPRESENTATION OR
WARRANTY REGARDING ANY ASSETS OTHER THAN THE PURCHASED ASSETS OR ANY LIABILITIES OTHER THAN THE ASSUMED LIABILITIES, AND NONE SHALL BE IMPLIED AT LAW OR IN EQUITY.


9.     INDEMNIFICATION  


        9.1    By the Company.    Subject to the terms and conditions of this
Section 9, the Company hereby agrees to indemnify, defend and hold harmless the Buyer from and against any claim asserted against the Buyer arising out of or resulting from: 



        (a)   Any failure by the Company to perform under any of the agreements, covenants and obligations set forth in this Agreement; 


        (b)   Any breach of or inaccuracy of the representations or warranties of Company contained in this Agreement; 


        (c)   Any breach of the post-Closing covenants set forth in  Section 6; 



        (d)   The liabilities of the Company that are not being assumed by Buyer under Section 2; and 


        (e)   The Excluded Assets. 




        9.2    By the Buyer.    Subject to the terms and conditions of this
Section 9, the Buyer, hereby agrees to indemnify, defend and hold harmless the Company, and its directors, officers, employees, agents and representatives, and controlled and controlling
persons (hereinafter "Company's Affiliates"), from and against all claims asserted against, resulting to, or imposed upon the Company or the Company's Affiliates, directly or indirectly, by reason of,
arising out of or resulting from: 



        (a)   Any failure by the Buyer to pay, discharge, or perform under, as the case may be, when due, any of the agreements,
covenants and obligations set forth in this Agreement; 


        (b)   Any breach of or inaccuracy of the representations or warranties of the Buyer contained in this Agreement; 



        (c)   The Assumed Liabilities; 


        (d)   Any breach of the post-Closing covenants set forth in  Section 6; and 


        (e)   The manufacture, sale, delivery, operation or breach of warranty of any Products either manufactured, distributed or sold
by or on behalf of the Buyer subsequent to the Closing Date. 




        9.3    Indemnification of Third-Party Claims.    The obligations and
liabilities of a Party to indemnify the other Party under this Section 9 with respect to any claims relating to third parties shall be subject to the following terms and conditions: 



        (a)    Notice and Defense.    The Party to be indemnified (whether one
or more, the "Indemnified Party") will give the Party from whom indemnification is sought (the "Indemnifying Party") written notice of any such claim, and the Indemnifying Party will undertake the
defense thereof by counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnified Party shall at all times also have
the right to participate fully in the defense at its own expense. Failure to give such notice shall not affect the Indemnifying Party's duty or obligations under this Section 9, except to the
extent the Indemnifying Party is prejudiced thereby. So long as the Indemnifying Party is defending any such claim actively and in good faith, the Indemnified Party shall not settle such claim. The
Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified
Party, for the use of the Indemnifying Party and its 



9







 

representatives
in defending any such claim, and shall in other respects give reasonable cooperation in such defense. 


        (b)    Failure to Defend.    If the Indemnifying Party, within a
reasonable time after notice of any such claim, fails to defend such claim actively and in good faith, the Indemnified Party will (upon further notice) have the right to undertake the defense,
compromise or settlement of such claim or consent to the entry of a judgment with respect to such claim, on behalf of and for the account and risk of the Indemnifying Party, and the Indemnifying Party
shall thereafter have no right to challenge the Indemnified Party's defense, compromise, settlement or consent to judgment. 


        (c)    Indemnified Party's Rights.    Notwithstanding anything in this
Section 9.3 to the contrary, the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which
does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The Parties shall
cooperate with each other with respect to any claim for which indemnification is sought hereunder and in the defense of any claim. 




        9.4    Limitations of Liability and
Remedies.    EXCEPT IN CIRCUMSTANCES INVOLVING GROSS MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL ANY PARTY HERETO, WHETHER AS A RESULT
OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, BE LIABILE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT OR
REVENUES, OR LOSS OF USE OF THE PURCHASED ASSETS.


10.   MISCELLANEOUS  


        10.1    Bulk Sales Compliance.    Buyer hereby waives the requirements
of the Uniform Commercial Code concerning bulk transfers, as in effect in the State of California, including the requirement of notice to creditors. 



        10.2    Announcements.    Announcements concerning the transactions
provided for in this Agreement by either the Company or the Buyer shall be subject to the reasonable approval of the other Party in all material respects, except that the consent of neither Party
shall be required for any disclosures required by law. If any such notice or disclosure is so made, the disseminating Party shall give notice of the same to the other Party five (5) business
days prior to such disclosure. 


        10.3    Assignment.    Except as expressly provided herein, the rights
and obligations of a Party hereunder shall not be assigned, transferred or encumbered without the prior written consent of the other Party, which may be withheld by such party for any reason or no
reason. 


        10.4    Governing Law.    This Agreement shall be construed and
interpreted according to the internal laws of the State of California, excluding any choice of law rules that may direct the application of the laws of another jurisdiction. Each of the Parties hereby
irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of California or the United States of America located in Orange County, California, for any
action, suit or proceeding arising out of or relating to either this Agreement or the DPAC License Agreement, and agrees not to commence any action, suit or proceeding relating thereto except in such
courts, and further agrees that service of any process, summons, notice or document by United States registered or certified mail shall be effective service of process for any action, suit or
proceeding brought in any such court. Each of the Parties hereby irrevocably and unconditionally waives any objection to personal jurisdiction and the laying of venue of any action, suit or proceeding
arising out of either this Agreement or the transactions contemplated hereby, in the courts of the State of California or the United States of America located in Orange County, California, and hereby
further irrevocably and 


10







 



unconditionally
waives and agrees not to plead or claim in any such court that any such action, suit or proceeding has been brought in an inconvenient forum. 


        10.5    Amendment and Modification.    The Buyer and the Company may
amend, modify and supplement this Agreement in such manner as may be mutually agreed upon in writing. 



        10.6    Notice.    All notices, requests, demands and other
communications hereunder shall be given in writing and shall be: (a) personally delivered; (b) sent by telecopier, facsimile transmission or other electronic means of transmitting
written documents; or (c) sent to the Party at their respective addresses indicated herein by registered or certified U.S. mail, return receipt requested and postage prepaid, or by private
overnight mail courier service. The respective addresses to be used for all such notices, demands or requests are as follows: 



        (a)   If to the Buyer: 




Twilight
Technology, Inc.

2923 Saturn Street

Brea, CA 92821

Phone: (714) 993-9399

Attn: Randall Greene 


with
a copy to:

Bacon Law Corporation

Three Pointe Drive,

Suite 300

Brea, California 92821 






or
to such other person or address as the Buyer shall furnish to the Company in writing. 



        (b)   If to the Company, to: 




DPAC
Technologies Corp

7321 Lincoln Way

Garden Grove, California 92841

Phone: (714) 898-0007

Facsimile: (714) 899-7579

Attention: William Stowell, CFO



with
a copy to: 


Yocca
Patch & Yocca, LLP

19900 MacArthur Blvd., Suite 650

Irvine, CA 92612

Fax: (949) 253-0870

Attn: Ryan M. Patch, Esq. 






or
to such other person or address as the Company shall furnish to the Buyer in writing. 


        If
personally delivered, such communication shall be deemed delivered upon actual receipt; if electronically transmitted pursuant to this paragraph, such communication shall be deemed
delivered the next business day after transmission (and sender shall bear the burden of proof of delivery); if sent by overnight courier pursuant to this paragraph, such communication shall be deemed
delivered upon receipt; and if sent by U.S. mail pursuant to this paragraph, such communication shall be deemed delivered as of the date of delivery indicated on the receipt issued by the relevant
postal service, or, if the addressee fails or refuses to accept delivery, as of the date of such failure or refusal. Any Party may change its address for the purposes of this Agreement by giving
notice thereof in accordance with this Section. 


11







 



        10.7    Payment.    Any payment to the Company shall be made in
immediately available funds via a company check. 


        10.8    Broker Fees.    Each Party agrees to hold harmless the other
Party from and against any and all claims for brokerage commissions or finder's fees incurred through any act of the Party in connection with the execution, delivery and performance of this Agreement
or the transactions contemplated hereby. 


        10.9    Expenses.    Except as otherwise provided herein, each Party
shall bear its own fees and expenses, including, without limitation, the fees and expenses of its counsel, accountants and other agents, in connection with the negotiation, preparation, execution,
delivery and performance of this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, the Buyer shall pay, and shall indemnify, defend and hold harmless the Company from
and against any sales, use, excise, transfer or other similar taxes, fees, charges and expenses imposed with respect to the transactions provided for in this Agreement, and any interest or penalties
related thereto. 


        10.10    Costs of Litigation.    The Parties agree that the prevailing
Party in any action brought with respect to or to enforce any right or remedy under this Agreement shall be entitled to recover from the other Party all reasonable costs and expenses of any nature
whatsoever incurred by the prevailing Party in connection with such action, including without limitation attorneys' fees and prejudgment interest. 


        10.11    Entire Agreement.    This Agreement, including  Exhibit A through Exhibit H attached hereto, which are incorporated herein by reference,
embodies the entire understanding and agreement between the Parties with respect to the transactions contemplated herein, and there have been and are no
agreements, commitments, obligations, understandings, representations or warranties between the Parties other than those set forth herein. 


        10.12    Counterparts.    This Agreement may be executed 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. A facsimile signature shall be treated the same as an original
signature and a facsimile signature shall have the same force and effect as an original signature has under California law. To the extent any Party uses a facsimile signature for this Agreement or any
exhibit hereto, said Party agrees to forward an original signature to the other Party within five (5) business days of the Closing Date. 


        10.13    Headings.    The headings in this Agreement are inserted for
convenience only and shall not constitute a part hereof. 


        10.14    Further Documents.    The Buyer and the Company each agree to
execute all other documents and to take such other action or corporate proceedings as may be necessary or desirable to carry out the terms hereto. 


[SIGNATURES ON FOLLOWING PAGE]


12







 

        IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first above written. 



	 	 	 	 	 	 	 
	COMPANY:	 	BUYER:
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	By:	 	/s/  CREIGHTON K. EARLY      
 Creighton K. Early
 Chief Executive Officer,
Director

(Principal Executive Officer)	 	By:	 	/s/  RANDALL GREENE      
 Randall Greene
 President & Chief Executive
Officer




13









 
 

ASSIGNMENT    
    


        WHEREAS, DPAC Technologies Corp., a corporation organized and existing under the laws of the State of California (f/k/a Dense-Pac
Microsystems, Inc.), and having an office and place of business at 7321 Lincoln Way, Garden Grove, California, is the Assignee of new and useful inventions and improvements for INTEGRATED
CIRCUIT CHIP STACKING now Patent No. 4,956,694 filed on November 4, 1988 and recorded in the U.S. Patent Office on September 11, 1990. 


        AND
WHEREAS, Twilight Technology, Inc., a corporation organized and existing under the laws of the State of California, and having an office and place of business at
2923 Saturn Street, Suite D, Brea, CA 92821, is desirous of acquiring the right, title and interest in and to said inventions, improvements and application and in and to the Letters
Patent to be obtained therefore; 


        NOW
THEREFORE, to all whom it may concern, be it known that for and in consideration of the sum of One Dollar and other good and valuable considerations, the receipt and sufficiency
whereof is hereby acknowledged, we have sold, assigned, and transferred, and by these presents do sell, assign and transfer unto said Assignee, its successors or assigns, the entire right, other than
claims for damages and all remedies arising out of any violation of the rights assigned hereby that may have accrued prior to the date of this Assignment, which are hereby excluded form the rights
being assigned hereunder, title and interest for all countries in and to all inventions and improvements disclosed in the aforesaid Letters Patent, and in and to the said application, all divisions,
continuations, or renewals thereof, all Letters Patent which may be granted therefrom, and all reissues or extensions of such patents, and in to any and all applications which have been or shall be
filed in any foreign countries for Letters Patent on the said inventions and improvements, including an assignment of all rights under the provisions of the International Conventions, and all Letters
Patent of foreign countries which may be granted therefore; and we do hereby authorize and request the Commissioner of Patents and Trademarks to issue any and all United States Letters Patent for the
aforesaid inventions and improvements to the said Assignee as the assignee of the entire right, title and interest in and to the same, for the use of the said Assignee, its successors and assigns. 


SIGNATURE
ON FOLLOWING PAGE 








        IN
TESTIMONY WHEREOF, we have hereunto set our hand this 6th day of May, 2004. 



	 	 	DPAC Technologies Corp.

a California corporation
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	/s/  CREIGHTON K. EARLY      

	 	 	 	 	 
	 	 	Its:	 	Chief Executive Officer

	 	 	 	 	 
	STATE OF CALIFORNIA	 	)	 	 
	 	 	)	 	ss.
	COUNTY OF ORANGE	 	)	 	 





        
On May 6, 2004 before me Roberta Y. Huff personally appeared Creighton K. Early, personally known to me - OR - proved to me on the basis of satisfactory evidence to be the person whose name is
subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, executed the instrument 



	 	 	WITNESS my hand and official seal
	 	 	 
	 	 	 
	 	 	 
	[SEAL]	 	/s/  ROBERTA Y. HUFF      
 Notary Public
	 	 	 
	[NOTARY SEAL]	 	 












	Form PTO-1595

(Rev. 10/02)

OMB No. 0651-0027 (exp. 6/30/2005)	 	RECORDATION FORM COVER SHEET
 PATENTS ONLY	 	U.S. DEPARTMENT OF COMMERCE

U.S. Patent and Trademark Office






To the Honorable Commissioner of Patents and Trademarks: Please record the attached original documents or copy thereof. 






	1.	 	Name of conveying party(ies):	 	2.	 	Name and address of receiving party(ies)
	 	 	DPAC Technologies Corp.	 	 	 	Name:        Twilight Technology, Inc.
	 	 	f/k/a Dense-Pac Microsystems, Inc.	 	 	 	 	 	 
	 	 	7321 Lincoln Way	 	 	 	Internal Address:	 	2923 Saturn Street
	 	 	Garden Grove, CA 92841	 	 	 	 	 	Brea, CA 92821
	Additional name(s) of conveying party(ies) attached? o Yes ý No	 	 	 	 	 	 
	

3.	
 	

Nature of conveyance:	
 	

 	
 	

Street Address:	
 	

2923 Saturn Street
	

 	
 	

ý Assignment                    o Merger	
 	

 	
 	

City:    Brea        State:    CA        Zip:    92821
	

 	
 	

o Security Agreement        o Change of Name	
 	

 	
 	

Additional name(s) & address(es) attached? o    Yes    ý    No
	

 	
 	

o
Other                                        
 	
 	

 	
 	

 	
 	

 
	

 	
 	

Execution
Date:                                        
 	
 	

 	
 	

 	
 	

 





	

4.	
 	

Application number(s) or patent number(s):	
 	

 	
 	

 	
 	

 
	 	 	If this document is being filed together with a new application, the execution date of the application
is:                                    
	

 	
 	

A.	
 	

Patent Application No.(s)
                                    	
 	

 	
 	

B.	
 	

Patent No.(s) 4,956,694
	

Additional numbers attached?    o    Yes    ý    No
	

5.	
 	

Name and address of party to whom correspondence concerning document should be mailed:	
 	

6.	
 	

Total number of applications and patents involved:    1
	

 	
 	

Name:    Ryan M. Patch, Esq.	
 	

7.	
 	

Total fee (37 CFR 3.41) $40.00
	

 	
 	

Internal Address:    Yocca Patch & Yocca, LLP	
 	

 	
 	

ý    Enclosed
	

 	
 	

19900 MacArthur Blvd. Suite 650	
 	

 	
 	

o    Authorized to be charged to deposit account
	

 	
 	

Irvine, CA 92612	
 	

 	
 	

 	
 	

 
	

 	
 	

Street Address:    Yocca Patch & Yocca, LLP	
 	

8.	
 	

Deposit account number:
	

 	
 	

19900 MacArthur Blvd. Suite 650	
 	

 	
 	


	

City:    Irvine    State:    CA    Zip:    92612	
 	

 	
 	

 	
 	

 
	
DO NOT USE THIS SPACE





	

9.	
 	

Signature.	
 	

 	
 	

 
	

 	
 	

	
 	

	
 	


	 	 	Name of Person Signing	 	Signature	 	Date




Total number of pages including cover sheet, attachments, and documents:    o 


Mail documents to be recorded with required cover sheet information to:
  Commissioner of Patents & Trademarks, Box Assignments

Washington, D.C. 20231 







Guidelines for Completing Patents Cover Sheets  


        Cover Sheet information must be submitted with each document to be recorded. If the document to be recorded concerns both patents and trademarks separate patent
and trademark cover sheets, including any attached pages for continuing information, must accompany the document. All pages of the cover sheet should be numbered consecutively, for example, if both a
patent and trademark cover sheet is used, and information is continued on one additional page for both patents and trademarks, the pages of the cover sheet would be numbered form 1 to 4. 


Item 1. Name of Conveying Party(ies).  


        Enter the full name of the party(ies) conveying the interest. If there is insufficient space, enter a check mark in the "Yes" box to indicate that additional
information is attached. The name of the additional conveying party(ies) should be placed on an attached page clearly identified as a continuation of the information Item 1. Enter a check mark
in the "No" box, if no information is contained on an attached page. 



Item 2. Name and Address of Receiving Party(ies).  


        Enter the name and full address of the first party receiving the interest. If there is more than one party receiving the interest, enter a check mark in the "Yes"
box to indicate that additional information is attached. Enter a check mark in the "No" box, if no information is contained on an attached page. 


Item 3. Nature of Conveyance.  


        Place a check mark in the appropriate box describing the nature of the conveying document. If the "Other" box is checked, specify the nature of the conveyance.
Enter the execution date of the document. The execution date should be entered in the following format: MM/DD/YYYY. 


Item 4. Application Number(s) or Patent Number(s).  


        Indicate the application number(s), and/or patent number(s) against which the document is to be recorded. National application numbers must include both the series
code and a six-digit number; and international application numbers must be complete, e.g., 07/123,456 for national application numbers, and PCTUS91/12345 for international application
numbers. Enter a check mark in the appropriate box: "Yes" or "No" if additional numbers appear on attached pages. Be sure to identify numbers included on attached pages as the continuation of
Item 4. 


Item 5. Name and Address of Party to whom correspondence concerning the document should be mailed.  


        Enter the name and full address of the party to whom correspondence is to be mailed. 


Item 6. Total Applications and Patents involved.  


        Enter the total number of applications and patents identified for recordation. Be sure to include all applications and patents identified on the cover sheet and on
additional pages. 


Block 7. Total Fee Enclosed.  


        Enter the total fee enclosed or authorized to be charged. A fee is required for each application and patent against which the document is recorded. 


Item 8. Deposit Account Number.  


        Enter the deposit account number to authorize charges. Attach a duplicate copy of cover sheet to be used for the deposit charge account transaction. 



Item 9. Signature.  


        Enter the name of the person submitting the document. The submitter must sign and date the cover sheet. Enter the total number of pages including the cover sheet,
attachments, and document. 


        This
collection of information is required by 35 USC 261 and 262 and 15 USC 1057 and 1060. The information is used by the public to submit (and by the USPTO to process)
patent and trademark assignment requests. After the USPTO records the information, the records for patent and trademarks, assignments, and other associated documents can be inspected by the public. To
view documents recorded under secrecy orders or documents recorded due to the interest of the federal government, a written authorization must be submitted. This collection is estimated to take 30
minutes to complete, including gathering, preparing, and submitting the form to the USPTO. Any comments on the amount of time you require to complete this form and/or suggestions for reducing this
burden, should be sent to the Manager of the Assignment Division, Crystal Gateway 4, Room 310, 1213 Jefferson Davis Highway, Arlington, Va. 22202. DO NOT SEND FEES OR COMPLETED FORMS TO THIS ADDRESS.
SEND TO: Commissioner of Patents and Trademarks, Box Assignments, Washington, D.C,, 20231. 







Privacy Act Statement for Patent Assignment Recordation Form Cover Sheet  


        The Privacy Act of 1974 (P.L. 93-579) requires that you be given certain information in connection with the above request for information. This
collection of information is authorized by 35 U.S.C. 1, 2, 261 and E.O. 9424. This information will primarily be used by the USPTO for the recordation of assignments related to patents
and patent applications. Submission of this information is voluntary but is required in order for the USPTO to record the requested assignment. If you do not provide the information required on the
cover sheet, the assignment will not be recorded, and all documents will be returned to you. 



        After
the information is recorded, the records and associated documents can be inspected by the public and are not confidential, except for documents that are sealed under secrecy orders
or related to unpublished patent applications. Assignment records relating to unpublished patent applications are maintained in confidence in accordance with 35 U.S.C. 122. Records open to the
public are searched by users for the purpose of determining ownership for other property rights with respect to patents and trademarks. 


        Routine
uses of the information you provide may also include disclosure to appropriate Federal, state, local, or foreign agencies in support of their enforcement duties and statutory or
regulatory missions, including investigating potential violations of law or contract and awarding contracts or other benefits; to a court, magistrate, or administrative tribunal in the course of
presenting evidence; to members of Congress responding to requests for assistance from their constituents; to the Office of Management and Budget in connection with the review of private relief
legislation; to the Department of Justice in connection with a Freedom of Information Act request; to a contractor in the performance of their duties; to the Office of Personnel Management for
personnel studies; and to the General Services Administration (GSA) as part of their records management responsibilities under the authority of 44 U.S.C. 2904 and 2906. Such disclosure to GSA
shall not be used to make determinations about individuals. 








   Exhibit A  



	Drawing No.
	 	Description

	11A003-00	 	DP384073
	11A005-00	 	839944-1 (LITTON DATA)
	11A006	 	DPS256KU
	11A010	 	DPS128KU
	11A012-00	 	500722 BENTLEY
	11A014-00	 	DP39E64
	11A015-00	 	DP6167
	11A024	 	DPD4849
	11A040	 	DP1024KB
	11A045-00	 	DP39256
	11A046-00	 	DP403873
	11A047-00	 	M2065
	11A048-00	 	DP16X5KUS
	11A049-00	 	DPH91288KUL
	11A050-00	 	DP39E256
	11A051	 	DPS288KU
	11A053-00	 	DP7M464
	11A054-00	 	DPV1024
	11A055-00	 	DP040256
	11A056-00	 	DP41256
	11A059-00	 	DP39128
	11A061	 	DPS512
	11A062-43	 	DPE40256-300B
	11A063-00	 	DPE41256
	11A064-00	 	DPS256KUL-1IX (SINGER)
	11A067-00	 	DPH256KB-C3
	11A072-00	 	DPCAI-4M
	11A074-00	 	DPE42256
	11A078-01	 	LPN4032081-004
	11A078-02	 	LPN4032081-001
	11A078-03	 	LPN4032081-005
	11A081	 	DPS41128
	11A083-00	 	AM0004-002 (DPS6564-45M) (MILCOM)
	11A085-00	 	DPS384-35C
	11A085-01	 	8516263-1 (LOCKHEED)
	11A086	 	DPE41257
	11A091	 	DPE43256
	11A092	 	DPE4512
	11A095	 	DPE45257
	11A100-01	 	61776-10042 (AAI)
	11A100-02	 	61776-10037 (AAI)
	11A100-03	 	61776-90042 (AAI)
	11A100-04	 	61776-90037 (AAI)
	11A101-06	 	DPE41193T-150C
	11A103	 	DPE41193L
	11A104	 	DPE41257T
	11A113-00	 	7568041 (DELCO)
	 	 	 





1







 

	11A114-00	 	DPS41288 (THICK FILM)
	11A117	 	DPE41193X
	11A118	 	DPE41257L
	11A122-00	 	DPE41257X-300B (LSI)
	11A127-00	 	326001 (SANDERS)
	11A128-00	 	DPV8048
	11A131	 	DPE41288S
	11A133-00	 	75DRS0101 (GEC)
	11A136	 	DPS61C32
	11A137	 	DPS8816
	11A140-00	 	D1MX9 MODULE (BILL GHAI)
	11A141-00	 	LPN4041356-001 (SINGER LINK)
	11A141-01	 	LPN4041356-002 (SINGER LINK)
	11A142	 	DPD64X48
	11A144	 	DPS16X16
	11A145-00	 	LPN4041354-001
	11A145-01	 	LPN4041354-002
	11A147-01	 	11884-1 (LEIGH INSTRUMENTS)
	11A150	 	DPE8M628T
	11A151	 	DPE92256S
	11A155	 	DPE48C512 (SEEQ)
	11A157	 	DPD42565-120C (BILL GHAI)
	11A160	 	DPS25616
	11A167	 	DPS41257WS
	11A173	 	DPE8M624S
	11A174-00	 	AA200034 (SEEQ) DPE51288
	11A174-01	 	DPE51288 W/ TEMP. CYCLE MQ28C010 (SEEQ)
	11A178-33	 	DPD50464-120M
	11A179-00	 	DPS45129
	11A185-06	 	DPE3233-70C
	11A191-00	 	440-7-16440-000 (PLESSEY)
	11A192-32	 	DPS51288-120M
	11A193-03	 	DPS92255G-45C
	11A211-00	 	546249-01 (FORD AEROSPACE) DPD1MX12
	11A230-00	 	1009AS2198 (DPS1124-170B) (NEC)
	11A239-00	 	DPS9264G (FAIRCHILD) E39996A
	11A243-00	 	DPE1143
	11A248-00	 	1104631 (TELECTRONICS) 8KX8
	11A249-01	 	89CD0096-1 (E-SYSTEMS)
	11A249-02	 	89CD0096-2 (E-SYSTEMS)
	11A249-03	 	89CD0096-3 (E-SYSTEMS)
	11A251-00	 	1105046 (TELECTRONICS) 32KX8
	11A252-00	 	MS62256L-10LM (FORCE TECH)
	11A259-00	 	1103559 (TELECTRONICS) 32KX8 MASK ROM
	11A261-42	 	DPS92256GS-13B
	11A268-01	 	DPS92256G-15C
	11A269-42	 	DPS92256GLL-135B
	11A270-00	 	DPD4464-150B ES5467-02 (EMERSON)
	11A273-00	 	BMIS-II (EXPANSION SYSTEM NETWORK)
	11A273-10	 	CDS-BMIS-II
	 	 	 



2







 

	11A273-20	 	IWS-BMIS-II
	11A273-30	 	SWS-BMIS-II
	11A273-40	 	MFS-BMIS-II
	11A276-00	 	592411-01 REV B, LORAL
	11A276-01	 	DPS92256GL-93B (FORD)
	11A291-33	 	DPS128X33V3-85M
	11A299-00	 	19501 L'GARDE
	11A305	 	DPS128X32V3
	11A306-00	 	D30294A-23 FAIRCHILD
	11A314-03	 	DPS1MX32V3-10C
	11A318	 	DPS512X16A3
	11A319	 	DPS128M8BY
	11A322-00	 	12930752 REV XC
	11A378-01	 	DPS512S8AP-70C
	11A389-00	 	DPS92256G-100B/S SCI
	11A394-02	 	DPS256X16A3-12C
	11A398-51	 	DPS128X16V3-15B/DPS128M8Y-15B 5004-GROUP D
	11A399-01	 	DPS512X32V3-15C
	11A400-44	 	DPS128X16A3-85B
	11A410-00	 	4067375-412 HONEYWELL
	11A448-00	 	DPS1MS8A3-GMDELCO ELECTRONICS
	11A495-32	 	DPS128M8JY-12M
	11A496-32	 	DPS128X16J3-12M
	11A508-41	 	DPS92256AN-150B
	11A522-04	 	DPS512S8HPL-10C
	11A525-43	 	DPS512S16V3-12B
	11A528-02	 	DPS512S8A3-15C
	11A533-03	 	DPS256S32W-12C
	11A539-00	 	14A128-00 SUBSTRATE W/DECODER
	11A557-04	 	DPS512X16H3-85C
	11A563-43	 	DPS1MX8H3-10B
	11A580-33	 	DPS128X24H3-10M
	11A590-42	 	DPS128X16H3-12B
	11A595-00	 	LEAD FORMING, 29C040 ATME
	11A601-06	 	DPS512S8GAP-25C
	11A618-32	 	DPZ512X16IV3-20M
	11A621-00	 	ES8033-02 ESCO
	11A735-34	 	DPS128M8HY-85M
	11A774-42	 	DPS128X16CV3-45B
	11A812-13	 	DPZ8MX16NV3-15I
	11A831-01	 	DPS128M8Y-15C
	11A854-00	 	6196398-001 NORTHROP (11A854-00)
	11A854-01	 	SUB ASSY,6196398,1MX8 FLASH 150B
	11A854-02	 	SUB ASSY,6196398,1MX8 150B,GULL
	11A864-12	 	DPS1MX32MKV3-45I
	11A883-02	 	TSOP, KM41C16000AS-TRW
	11A936	 	DPSD16MX64RW
	11A937	 	DPSD8MX64RW
	11B023	 	DPSD8MX64RSW
	11B024	 	DPED8MX32PW
	 	 	 





3







 

	11B037	 	DPSD16MX72RW
	11B040	 	DPSD32MX72RW
	11B040	 	DPSD16MS64RW
	11B041	 	DPSD8MX72RW
	11B049	 	DPS128M8DY
	11B068	 	DPED32MX32RW
	11B069	 	DPED16MX32RW
	11B070	 	DPSD4MX64PW
	11B076	 	DPS2MK32MKV3
	11B112	 	DPSD8MX32RSW
	11B123	 	DPSD16MX64RW
	11B125	 	DPE3D4MX64RSW
	11B127	 	DPSD4MX64PW
	11B128-00	 	DPSZ384X16BIA3-ABS 6007560 REV -
	11B152	 	DPSD16ML64RW-10C
	11B153	 	DPSD8ML64RW-10C
	11B161	 	DPZ256X8IY-20C
	11B258	 	DPSD16MX64RW-10CT
	11B394-00	 	TSOP,8MX8 FP MIL SCREENED
	11B405-00	 	T1014006 REV AA
	11B407-00	 	SUB ASSY,STACK 980696-2
	11B452	 	DP5Z1MM16PY
	11B468	 	CERAMIC LEADED BASED, 68 PIN
	11B474	 	TSOP,128KX8 SRAM,15ns,BI
	11B497	 	DP5Z256S32AKW
	11B499	 	DP5Z1MM16PH3
	11B502	 	DPS128X16CI3
	11B508	 	DP5Z1MM8NKH3
	11B516	 	DPS128M8CIY
	11B521	 	DPZ128X16CA3
	11B522	 	DPS128M8DY
	11B524	 	DPS128X16BA3
	11B537	 	DP5Z4MX16PH3
	11B538	 	SUB ASSY,DP5Z1MM16PY
	11B540	 	SUB ASSY,DPZ256X8CY
	11B540	 	SUB ASSY,DPZ256X8CY
	11B541	 	SUB ASSY,DPS128M8DHY
	11B542	 	SUB ASSY,DPS128M8DIY
	11B548	 	SUB ASSY,DPS128M8DJY
	11B555-01	 	G254060-1 REV -, RATHEON




4








   Exhibit B  



	ManFact P/N
	 	Item Description
	 	Macola P/N

	11D0008-01	 	TOP ASSY RS422 (SYMBOL)	 	90008-001
	11D0008-02	 	TOP ASSY RS422/485 CARD	 	90008-002
	11D0028-04	 	TOP ASSY MAGSTRIPE 18" W/	 	90028-004
	11D0042-01	 	TOP ASSY HEATER KIT (SYMBOL)	 	90042-001
	11D0043-01	 	ASYST MASTER 5 VERSION 2 (TOP ASSY)	 	90043-001
	11D0044-01	 	TOP ASSY ASYST MASTER 16	 	90044-001
	11D0053-01	 	TOP ASSY PEPLOCK WIEGAND	 	90053-001
	11D0053-05	 	TOP ASSY WIEGAND	 	90053-005
	11D0053-07	 	TOP ASSY SECURE WGND PEPLOCK	 	90053-007
	11D0136-01	 	TOP ASSY CCFL DISPLAY	 	90136-001
	11D0138-01	 	TOP ASSY CCFL MICROTERMINAL	 	90138-001
	11D0205-01	 	TOP ASSY LOCO LOCK	 	90205-001
	11D0242-01	 	TOP ASSY PP ETHERNET CRADLE	 	90242-001
	11D0260-01	 	TOP ASSY 1700 CRADLE	 	90260-001
	11D0260-02	 	TOP ASSY 1700 CRADLE U7 UPGRADE	 	90260-002
	11D0328-01	 	TOP ASSY ACE VLF-MC3005-02	 	90328-001
	11D0329-01	 	TOP ASSY PACE VLF-MC3005-02P	 	90329-001
	11D0341-01	 	TOP ASSY NEC ADSL INFOSET	 	90341-001
	11D0347-01	 	TOP ASSY ABB VN ROUTER	 	90347-001
	11D0357-01	 	TOP ASSY CISCO FLASH CARD 4MB	 	90357-001
	11D0399-01	 	TOP ASSY NEC CONFERENCE BOARD	 	90399-001
	11D0402-01	 	TOP ASSY ADC T1 LINE CARD	 	90402-001
	11D0448-02	 	TOP COVER VN ROUTER 2	 	70448-002
	11D0500-01	 	TOP ASSY ELITE CTI BD SET REV A	 	—
	11D0501-01	 	TOP ASSY ELITE SCND SLTBD REV A	 	—
	11D0503-01	 	COBOX ADAPTOR	 	—
	 	 	IA FULL CARD 10060 (NO MEMORY)	 	90001-02-00
	 	 	IA HALF CARD 10100, 1/2MB	 	90003-00-00
	 	 	TOP LEVEL 1/2CRD 1/2MB BLK ER	 	90003-001
	 	 	TOP LEVEL 1/2CRD 1MB SECT ERS	 	90003-002
	 	 	TOP LEVEL 1/2CRD 2MB SECT ERS	 	90003-003
	 	 	TOP ASSY HALFCARD OE VERSION	 	90003-004
	 	 	COMBO CARD (NO MEMORY) 10067	 	90004-01-03
	 	 	SIMM MODULE 512K SRAM 10108	 	90005-00-00
	 	 	SIMM MOD 2M PSRAM REV A 10108	 	90005-01-00
	 	 	WARP DRIVE (2MEG) 10112	 	90006-00-02
	 	 	WARP DRIVE 16MB PSRAM	 	90006-003
	 	 	PEP DR (NO HARD DRIVE) 10092	 	90007-001
	 	 	FLUOROWARE PROGRAMMING PLUG	 	90011-00-00
	 	 	FLUOROWARE HOST TERM PLUG	 	90011-00-01
	 	 	FLUOROWARE REM. BUS TERMINAT.	 	90011-00-02
	 	 	FLUOROWARE REMOTE PROG. PLUG	 	90011-00-03
	 	 	TIRIS BOARD 10104	 	90012-001
	 	 	FLUOROWARE MASTER 5	 	90013-001
	 	 	FLUOROWARE MASTER 16	 	90014-001
	 	 	TOP ASSY DISPLAY REMOTE	 	90015-001
	 	 	FLUOROWARE PRESENCE SENSOR	 	90016-001
	 	 	 	 	 





5







 

	 	 	TOP ASSY KEYBOARD REMOTE	 	90017-001
	 	 	TOP ASSY COMBO REMOTE	 	90018-001
	 	 	FLUOROWARE DAUGHTER BOARD	 	90019-001
	 	 	RIPP CARD 10004	 	90020-001
	 	 	ACCULOGIC MULTIFUNCTION BOARD	 	90027-001
	 	 	MAG STR RDR 10123 90 DEG TERM	 	90028-00-01
	 	 	MAGSTRIP CABLE, DB9 TERM ONLY	 	90028-00-02
	 	 	MAG STRIPE READER W/6.50 CABLE	 	90028-001
	 	 	MAG STRIPE RDR W/16.00 CABLE	 	90028-002
	 	 	MAG STRIPE RDR W/6.50 CBL &SCR	 	90028-003
	 	 	PDT33008LBL640K256NVM TIRIS	 	90029-0001
	 	 	PDT33008LBL640K256NVMOEC TIRIS	 	90029-0002
	 	 	PDT33008LBL1.1MB256NVM TIRIS	 	90029-0003
	 	 	PDT33008LBL1.1MB256NVMOEC T	 	90029-0004
	 	 	PDT33008LBL2.2MB256NVM56K T	 	90029-0005
	 	 	PDT33008LBL2.2MB256NVMOEC56K T	 	90029-0006
	 	 	PDT33008LBL4.2MB256NVM56K T	 	90029-0007
	 	 	PDT33008LBL4.2MB256NVMOEC56K T	 	90029-0008
	 	 	SYMBOL 3300 INTEGRATED	 	90029-001
	 	 	PDT33008LLBL1.1	 	90029-004
	 	 	PDT3300 8LBL 1.1MB REFURBISHED	 	90029-0100
	 	 	ANTENNA 6 X 6 F/W	 	90030-001
	 	 	ANTENNA 5 X 3 MINI F/W	 	90031-001
	 	 	ANTENNA STICK ASSY FOR F/W	 	90032-001
	 	 	EXTERNAL DATADECK 10132	 	90033-001
	 	 	INTERNAL DATADECK (COMPLETE)	 	90034-001
	 	 	MERIDIAN POS UNIT 10290	 	90035-001
	 	 	MERIDIAN REMOTE TERM W/SLOT	 	90036-001
	 	 	REMOTE TERMAL W/O SLOT	 	90037-001
	 	 	TOP ASSY PEP POS REM W/O SLOT	 	90037-002
	 	 	MERIDIEN 422RJ VERSION	 	90038-001
	 	 	PDT33008LBL640K256NVM TIRIS	 	90039-0001
	 	 	PDT33008LBL640K256NVMOEC TIRIS	 	90039-0002
	 	 	PDT33008LBL1.1MB256NVM TIRIS	 	90039-0003
	 	 	PDT33008LBL1.1MB256NVMOEC 56K	 	90039-0004
	 	 	PDT33008LBL2.2MB256NVM56K T	 	90039-0005
	 	 	PDT33008LBL2.2MB256NVMOEC56K T	 	90039-0006
	 	 	PDT33008LBL4.2MB256NVM56K T	 	90039-0007
	 	 	PDT33008LBL4.2MB256NVMOEC56K T	 	90039-0008
	 	 	SYMBOL 3300 TETHERED/TRIGGERED	 	90039-001
	 	 	SYMBOL 3300 W/STICK ANTENN	 	90039-002
	 	 	PDT33008LBL640K256NVM TIRIS	 	90040-0001
	 	 	PDT33008LBL640K256NVMOEC TIRIS	 	90040-0002
	 	 	PDT33008LBL1.1MB256NVM TIRIS	 	90040-0003
	 	 	PDT33008LBL1.1MB256NVMOEC T	 	90040-0004
	 	 	PDT33008LBL2.2MB256NVM56K T	 	90040-0005
	 	 	PDT33008LBL2.2MB256NVMOEC56K T	 	90040-0006
	 	 	PDT33008LBL4.2MB256NVM56K T	 	90040-0007
	 	 	PDT33008LBL4.2MB256NVMOEC56K T	 	90040-0008
	 	 	SYMBOL 3300 TETHERED/NON-TRIG	 	90040-001
	 	 	 	 	 



6







 

	 	 	PDT33008LB 1.1 MEG RS232	 	90040-009
	 	 	SYSTEM ASSEMBLY EASYREADER	 	90041-001
	 	 	EASY READER DEVELOPMENT KIT	 	90045-001
	 	 	TOP ASSY PIGTALES CRADLE CNTLR	 	90046-001
	 	 	PIGTALES CRDLE CTRLR CRYST UPG	 	90047-001
	 	 	FLUOROWARE SUPERMASTER	 	90048-001
	 	 	RF DATA SYSTEM MUX DEMO KIT	 	90049-001
	 	 	RF DATA SYSTEM MULTIPLXER UNIT	 	90050-001
	 	 	3300 W/TELINEXIS RADIO MODULE	 	90051-001
	 	 	FLUOROWARE MASTER 5 V1.5	 	90052-001
	 	 	TOP ASSY PEPLOCK RS232 NEW	 	90053-002
	 	 	TOP ASSY PEPLOCK RS232 OLD	 	90053-003
	 	 	PEPLOCK RS232 SDK VERSION	 	90053-004
	 	 	TOP ASSY PEPLOCK RS232 G&D	 	90053-006
	 	 	SMARTMONEY UGANDA POS SYSTEM	 	90054-001
	 	 	TOP UNIT, PAM RF MODEM	 	90055-001
	 	 	TOP ASSY PAM ARDIS	 	90055-002
	 	 	TOP ASSY PAM RF MODEM TYPE III	 	90055-003
	 	 	EASY READER KIT, ALLFLEX	 	90056-001
	 	 	PDT3100 VMC (CRADLE)	 	90057-001
	 	 	HOMEBASE, UNIT	 	90058-001
	 	 	SYSTEM TOP ASSY HOMEBASE 1X4	 	90058-002
	 	 	SYSTEM TOP ASSY HOMEBASE 1X6	 	90058-003
	 	 	TOP ASSY DES CARD ISA BUS	 	90059-001
	 	 	FLUOROWARE COMBO KEYPAD RETRO	 	90060-001
	 	 	AUTO OPERATOR LOGIN UNIT,TIRIS	 	90061-001
	 	 	HHOMEBASE, UNIT MULTIPLEXER	 	90062-001
	 	 	MICROLASERWAND, UNIT (SYMBOL)	 	90063-001
	 	 	EASYREADER DUNCAN IR	 	90064-001
	 	 	BATTERY PACK-(PAM)	 	90065-001
	 	 	TOP ASSY OPERATOR ACCESS	 	90066-001
	 	 	MICROLASERWAND, UNIT (PSC)	 	90067-001
	 	 	PEPFARE UNIT	 	90068-001
	 	 	TEST FIXTURE HOMEBASE	 	90069-001
	 	 	PDT3100 VMC REWORK KIT	 	90070-001
	 	 	EASY READER W/POD DB25F	 	90071-001
	 	 	TI DEVELOPERS KIT	 	90072-001
	 	 	TOP ASSEMBLY—PEPLOCK	 	90073-001
	 	 	TOP ASSY 4100 IR	 	90074-001
	 	 	SYSTEM ASSEMBLY POS TERMINAL	 	90075-001
	 	 	TOP ASSY POS REWORK UNIT	 	90075-002
	 	 	BEAMER SPARE PARTS	 	90076-001
	 	 	TOP COVER ASSY DOLPHIN	 	90077-001
	 	 	BOTTOM COVER ASSY DOLPHIN	 	90078-001
	 	 	BATT PACK ASSY 600MA NCD DOLPH	 	90079-001
	 	 	BATT PACK ASSY 700MA NCD DOLPH	 	90079-002
	 	 	BATT PK ASSY NIMH 1300MA DOLPH	 	90079-003
	 	 	BATT PACK ASSY 1200MA NIMH	 	90079-004
	 	 	CABLE ASSY BATT CONTACT DOLPH	 	90080-001
	 	 	SYSTEM FRAME ASSY DOLPHIN	 	90081-001
	 	 	 	 	 





7







 

	 	 	RADIO ASSY DOLPHIN	 	90082-001
	 	 	CABLE ASSY ANTENNA DOLPHIN	 	90083-001
	 	 	SYSTEM ASSY EXPANDED DISPLAY	 	90084-001
	 	 	SYSTEM ASSY EXP MICROTERMINAL	 	90085-001
	 	 	SYSTEM ASSY DOLPHIN	 	90086-001
	 	 	PACK OUT ASSY DOLPHIN	 	90087-001
	 	 	TOP ASSY DOLPHIN TERMINAL	 	90088-001
	 	 	SYSTEM ASSY DOLPHIN HOMEBASE	 	90089-001
	 	 	PACK OUT ASSY DOLPHIN HOMEBASE	 	90090-001
	 	 	TOP ASSY DOLPHIN HOMEBASE	 	90091-001
	 	 	BATTERY PACK OPT (NICAD) DOPH	 	90092-001
	 	 	BATT PACK OPT 700MA NICAD DLPH	 	90092-002
	 	 	BATT PK OPT NIMH 1300MA DOLPH	 	90092-003
	 	 	BATTPACK OPT 1200MA NIMH	 	90092-004
	 	 	TOP COVER ASSY DOLPH HMBASE	 	90093-001
	 	 	CABLE ASSY 20 COND IDC 6"	 	90094-001
	 	 	SYSTEM ASSY PLCK RS232 89C55	 	90095-002
	 	 	SYS ASSY PEPLOCK RS232 89C52	 	90095-003
	 	 	SYS ASSY PEPLOCK RS232 SDK	 	90095-004
	 	 	SYS ASSY PEPLOCK RS232 BASIC	 	90095-005
	 	 	TOP LEVEL ASSY EXP DISPLAY	 	90097-001
	 	 	TOP LEVEL ASSY EXP MICROTERM	 	90098-001
	 	 	COMPAQ FILE SERVER	 	90099-001
	 	 	TOP ASSY MAC ENGINE	 	90100-001
	 	 	DIGIBOARD PC&E COMM CONTROLLER	 	90101-001
	 	 	DIGIBOARD KIT	 	90101-002
	 	 	4MM DAT TAPE UNIT	 	90102-001
	 	 	FREEWAVE WIRELESS MODEM	 	90103-001
	 	 	EASYRDR SDK DISK ASSY	 	90104-001
	 	 	ANTENNA ASSEMBLY EASYREADER	 	90105-001
	 	 	LED ASSEMBLY EASYREADER	 	90106-001
	 	 	SPEAKER ASSEMBLY EASYREADER	 	90107-001
	 	 	BATTERY PACK ASSY EASYREADER	 	90108-001
	 	 	CABLE ASSY COILED EASYREADER	 	90109-001
	 	 	ADAPTOR DB25M/RJ45POD ASSY	 	90110-001
	 	 	CABLE ASSY TIRIS RADIO	 	90111-001
	 	 	DATADECK FLASH CARD ASSY	 	90112-001
	 	 	TOP COVER ASSY DOLPH NUMERIC	 	90113-001
	 	 	SYSTEM ASSY DOLPHIN NUMERIC	 	90114-001
	 	 	SEAGATE SCSI DISK DRIVE	 	90115-001
	 	 	TOP ASSY PCI DES CARD	 	90116-001
	 	 	SYSTEM ASSY AUTHENTICATOR PEP	 	90117-001
	 	 	SYSTEM ASSY AUTHENTICATOR G&D	 	90117-002
	 	 	SYSTEM ASSY AUTHENTICATOR BLNK	 	90117-003
	 	 	SYS ASSY AUTHCTR PEP NEW	 	90117-004
	 	 	SYS ASSY AUTHCTR G&D NEW	 	90117-005
	 	 	SYS ASSY AUTHCTR BLNK NEW	 	90117-006
	 	 	CABLE ASSY AUTHENTICATOR	 	90118-001
	 	 	SYSTEM ASSY MSR W/6.50 CABLE	 	90119-001
	 	 	SYS ASSY MSR W/16.00 CABLE	 	90119-002
	 	 	 	 	 



8







 

	 	 	SYS ASSY MAGSTR RDR W/18" CBL	 	90119-003
	 	 	DB9 TERMINATION KIT MSR	 	90120-001
	 	 	DB9 TERMINATION KIT W/JACKSCR	 	90120-002
	 	 	TOP ASSY PCI TRIPLE DES CARD	 	90121-001
	 	 	SYSTEM ASSY 4100 NEW	 	90122-001
	 	 	TOP ASSY DOLPHIN NUMERIC	 	90123-001
	 	 	PACK OUT ASSY DOLPH NUMERIC	 	90124-001
	 	 	SYSTEM FRAME ASSY DOLPH NUMRC	 	90125-001
	 	 	BULK ERASE 1/2CARD UTILS DISK	 	90126-001
	 	 	KIT,BULK ERS 1/2CRD UTILITIES	 	90127-001
	 	 	SYSTEM ASSY PGTALES CRADLE CNT	 	90128-001
	 	 	SIMM 4MB PSRAM	 	90130-001
	 	 	TOP ASSY AUTHENTICATOR PEP	 	90131-001
	 	 	TOP ASSY AUTHENTICATOR G&D	 	90131-002
	 	 	TOP ASSY AUTHENTICATOR BLANK	 	90131-003
	 	 	TOP ASSY AUTHCTR PEP NEW	 	90131-004
	 	 	TOP ASSY AUTHCTR G&D NEW	 	90131-005
	 	 	TOP ASSY AUTHCTR BLNK NEW	 	90131-006
	 	 	CABLE ASSY DOLPHIN TOROID	 	90132-001
	 	 	CABLE ASSY DOLPH TOROID CONN	 	90133-001
	 	 	SYSTEM ASSY 3100	 	90134-001
	 	 	SYSTEM ASSY CCFL DISPLAY	 	90135-001
	 	 	SYSTEM ASSY CCFL MICROTERMINAL	 	90137-001
	 	 	TOP ASSY MINI MOD FLASH CARD	 	90139-001
	 	 	PEP EX-CHANGE SOFTWARE DEV KIT	 	90140-001
	 	 	INSTLLN DISK ASSY PEP EXCH SDK	 	90141-001
	 	 	TOP ASSY INST ACSS FULL CRD 4M	 	90142-001
	 	 	TOP ASSY INST ACSS FULL CRD 8M	 	90142-002
	 	 	TOP ASSY PCI SNG DES VMS110	 	90143-001
	 	 	TOP ASSY PCI CRD 1DES 3DES	 	90143-002
	 	 	DOLPH MEM EXPANSN OPTION 512K	 	90144-001
	 	 	DOLPH MEM EXPANSION OPTION 2M	 	90144-002
	 	 	DOLPH MEM EXPANSION OPTION 4M	 	90144-003
	 	 	DOLPH MEM EXPANSION OPTION 8M	 	90144-004
	 	 	DOLPH MEM EXPANSN OPT 4M TSHBA	 	90144-005
	 	 	AUTHENTICATOR SW DEVELPRS KIT	 	90145-001
	 	 	INSTLLN DISK ASSY AUTHENTICATR	 	90146-001
	 	 	SYSTEM ASSY PRESENCE SENSOR	 	90147-001
	 	 	TOP ASSY PCI SNGDES VMS110 SDK	 	90148-001
	 	 	SDK PCI CARD 1DES 3DES	 	90148-002
	 	 	INSTLLN DISK ASSY PCI DES SDK	 	90149-001
	 	 	CABLE ASSY DOLPH SERIAL DEBUG	 	90150-001
	 	 	TOP ASSY SHB2X MAIN	 	90151-001
	 	 	TOP ASSY SHB2X MAIN SMT	 	90151-002
	 	 	SYSTEM ASSY SHB2X MAIN	 	90152-001
	 	 	SYS ASSY SHB2X MAIN SMT	 	90152-002
	 	 	CABLE ASSY LED SYM HMBASE 2X	 	90153-001
	 	 	CABLE ASSY INCONN SYM HBASE2X	 	90154-001
	 	 	TOP COVER ASSY SYM HMBASE 2X	 	90155-001
	 	 	TOP ASSY SHB2X REMOTE	 	90156-001
	 	 	 	 	 





9







 

	 	 	TOP ASSY SHB2X REMOTE SMT	 	90156-002
	 	 	SYSTEM ASSY SHB2X REMOTE	 	90157-001
	 	 	SYS ASSY SHB2X REMOTE SMT	 	90157-002
	 	 	TOP ASSY SHB 4 SLOT SYSTEM	 	90158-001
	 	 	TOP ASSY SHB 6 SLOT SYSTEM	 	90158-002
	 	 	TOP ASSY SHB 8 SLOT SYSTEM	 	90158-003
	 	 	TOP ASSY SHB 4 SLOT	 	90158-004
	 	 	TOP ASSY SHB 6 SLOT SMT	 	90158-005
	 	 	TOP ASSY SHB 8 SLOT SMT	 	90158-006
	 	 	TOP ASSY TS 3101	 	90159-001
	 	 	TOP COVER ASSY TS 3101	 	90160-001
	 	 	TIRIS WAND ASSY	 	90161-001
	 	 	SYSTEM ASSY MOBILE UNIT	 	90162-001
	 	 	TOP ASSY SYM TIRIS HH W/TRAKKR	 	90163-001
	 	 	TOP ASSY PCI TRIPLE DES SDK	 	90165-001
	 	 	KIT INTERCONNECTION SHB2X	 	90167-001
	 	 	EASYRDR WIN 95 SDK DISK ASSY	 	90168-001
	 	 	UPGRADE KIT EZRDR REV E PCB	 	90169-001
	 	 	TOP ASSY ETHERNET UNIT SHB2X	 	90170-001
	 	 	SYS ASSY ETHERNET UNIT SHB2X	 	90171-001
	 	 	TOP ASSY 8 SLOT ETHERNET UNIT	 	90172-001
	 	 	RS232 ADAPTOR,DIGIBD ACCELPORT	 	90173-001
	 	 	CABLE ASSY AUTH, 5POS M,6POS F	 	90174-001
	 	 	SOFTWARE DEV KIT 3101 TOUCHSRN	 	90175-001
	 	 	DISK ASSY 3101 TCHSCRN SDK	 	90176-001
	 	 	TOP ASSY FALCON	 	90177-001
	 	 	SYSTEM ASSY FALCON	 	90178-001
	 	 	TOP COVER ASSY FALCON	 	90179-001
	 	 	BOTTOM COVER ASSY FALCON	 	90180-001
	 	 	SYSTEM FRAME ASSY FALCON	 	90181-001
	 	 	BATT PACK ASSY NIMH 1200MA FCN	 	90182-001
	 	 	BATT PACK OPT NIMH 1200MA FLCN	 	90183-001
	 	 	PACK OUT FALCON	 	90184-001
	 	 	BATT CONTROL CABLE FALCON	 	90185-001
	 	 	FLEX CABLE SCAN ENG FALCON	 	90186-001
	 	 	MEM EXP OPTION 24MB FALCON	 	90187-001
	 	 	MEM EXP OPTION 8MB FALCON	 	90187-002
	 	 	SYSTEM ASSY REMOTE KEYBOARD	 	90188-001
	 	 	SYS ASSY MAC ENGINE DRIVE BAY	 	90189-001
	 	 	SYS ASSY MAC ENGINE PC MOUNT	 	90190-001
	 	 	KIT ETHERNET CRADLE COMPS	 	90191-001
	 	 	BATT CONTACT FRAME ASSY FALCON	 	90192-001
	 	 	TOP ASSY HHP DOLPHIN TERMINAL	 	90193-001
	 	 	TOP ASSY HHP DOLPH TERM 2MB	 	90193-002
	 	 	TOP ASSY HHP DOLPHIN HOMEBASE	 	90194-001
	 	 	HHP DOLPH TOP COVER ASSY	 	90195-001
	 	 	HHP DOLPHIN BOTTOM COVER ASSY	 	90196-001
	 	 	HHP DOLPHIN SYSTEM FRAME ASSY	 	90197-001
	 	 	HHP DOLPHIN FRAME ASSY	 	90198-001
	 	 	HHP DOLPHIN KEYBOARD ASSY	 	90199-001
	 	 	 	 	 



10







 

	 	 	HHP DOLPHIN ANTENNA PLUG ASSY	 	90200-001
	 	 	HHP DOLPHIN BACKUP BATTERY ASY	 	90201-001
	 	 	HHP DOLPH BATT PK 1200MA NIMH	 	90202-001
	 	 	HHP DOLPHIN SYSTEM ASSY	 	90203-001
	 	 	SYSTEM ASSY HHP DOLPH HOMEBASE	 	90206-001
	 	 	HHP DOLPH HOMEBASE TOP CVR ASY	 	90207-001
	 	 	CABLE ASSY HHP DOLPH HBASE	 	90209-001
	 	 	KIT MATING CONN LOCOLOCK	 	90210-001
	 	 	TOP ASSY V35 FLASH CARD	 	90211-001
	 	 	TOP ASSY EUCALYPTUS	 	90212-001
	 	 	TOP ASSY MASTER 5 CE MARK	 	90213-001
	 	 	TOP ASSY PRES SENSOR CE MARK	 	90214-001
	 	 	TOP ASSY POS 2	 	90216-001
	 	 	SYSTEM ASSY POS 2	 	90217-001
	 	 	PRINTER ASSY POS 2	 	90218-001
	 	 	DISPLAY ASSY POS 2	 	90219-001
	 	 	CABLE ASSY DISPLAY POS 2	 	90220-001
	 	 	CABLE ASSY 3300 TETH ANT CONN	 	90221-001
	 	 	DISK ASSY SDK PDT 3300	 	90222-001
	 	 	SDK PDT 3300 TETH ANTENNA	 	90223-001
	 	 	CABLE ASSY ETHERNT CRDL DEBUG	 	90224-001
	 	 	SDK V35 FLASH CARD	 	90225-001
	 	 	DISK ASSY V35 DEMO SOFTWARE	 	90226-001
	 	 	CANCELLATION CHARGES	 	90227-001
	 	 	SYSTEM ASSY PP SERIAL CRADLE	 	90229-001
	 	 	CABLE ASSY RJ-6/RJ-6, 5 FT	 	90230-001
	 	 	STAND KIT PP SERIAL CRADLE	 	90231-001
	 	 	ADAPTOR ASSY DB9F TO RJ45-8	 	90232-001
	 	 	EUCALYPTUS DEVELOPERS KIT	 	90233-001
	 	 	TOP ASSY PALM PILOT SER CRADLE	 	90235-001
	 	 	POWER CORD PP CRADLE TEST FIX	 	90240-001
	 	 	CABLE ASSY 40 COND IDC 24 INCH	 	90241-001
	 	 	TOP ASSY EXPANDED FLASH 2 MB	 	90244-003
	 	 	DISK ASSY HDRV SW LKHD PRS CRD	 	90248-001
	 	 	DISK ASSY PERS CRD SUPPORT SW	 	90249-001
	 	 	SYSTEM ASSY RADIOSLED24	 	90250-001
	 	 	SYSTEM ASSY RADIOSLED24 UK	 	90250-002
	 	 	TOP ASSY RADIOSLED24	 	90251-001
	 	 	TOP ASSY RADIOSLED24 UK	 	90251-002
	 	 	SYSTEM ASSY SOHO 2000	 	90252-001
	 	 	TOP ASSY SOHO 2000	 	90253-001
	 	 	TOP ASSY SOHO 2000-25S	 	90253-002
	 	 	TOP ASSY SOHO 2000-4P	 	90253-009
	 	 	TOP COVER ASSY PP RADIO CRADLE	 	90254-001
	 	 	ANTENNA CBL ASSY RADIOSLED24	 	90255-001
	 	 	BATT CONT CABLE ASSY RADSLED24	 	90256-001
	 	 	GLOBAL PC DEVELOPMENT	 	90257-001
	 	 	BATTERY PACK ASSY 1540 CRADLE	 	90258-001
	 	 	TOP ASSY ETHRNT LINE DETECTOR	 	90259-001
	 	 	TOP ASSY LH PRINTER STATION	 	90263-001
	 	 	 	 	 






11







 

	 	 	SYSTEM ASSY LH PRINTER STATION	 	90264-001
	 	 	DISPLAY ASSY LH PRINTER STATN	 	90265-001
	 	 	DISP FRONT COV ASSY LH PRN STN	 	90266-001
	 	 	KEYBOARD ASSY LH PRINTER STN	 	90267-001
	 	 	MODEM RACK ASSY LH PRINTER STN	 	90269-001
	 	 	CD/HARD DRIVE ASSY LHPS	 	90270-001
	 	 	IR CABLE ASSY LH PRINTER STN	 	90271-001
	 	 	KYBD CABLE ASSY LH PRINTER STN	 	90272-001
	 	 	CD CABLE ASSY LH PRINTER STN	 	90273-001
	 	 	HARD DRIVE CABLE ASSY LHPS	 	90274-001
	 	 	LCD CABLE ASSY LH PRINTER STN	 	90275-001
	 	 	RETAINER ASSY 2700 S4 CRADLE	 	90276-001
	 	 	DISK ASSY RADIOSLED24 CONFG UT	 	90279-001
	 	 	CABLE ASSY CHEMITSU CHLLR CNTL	 	90280-001
	 	 	TOP ASSY CHEMITSU CHILLR CNTLR	 	90281-001
	 	 	TOP ASSY HOME2000	 	90288-001
	 	 	TOP ASSY FORTE READER	 	90294-001
	 	 	TOP ASSY LITRONIC ARGUS 300	 	90295-001
	 	 	SYSTEM ASSY FORTE READER	 	90296-001
	 	 	SYSTEM ASSY VOODOO RACK MT	 	90297-001
	 	 	TOP ASSY BIZ 2000	 	90298-001
	 	 	SYSTEM ASSY HOME 2000	 	90299-001
	 	 	CABLE ASSY YELLOW LED	 	90300-001
	 	 	CABLE ASSY LED GREEN	 	90301-001
	 	 	CABLE ASSY LED TO PCB	 	90302-001
	 	 	TOP ASSY VOODOO RK MT 2	 	90305-001
	 	 	SYSTEM ASSY BIZ 2000	 	90306-001
	 	 	TOP ASSY I/O CONTROLS	 	90308-001
	 	 	TOP ASSY SERIALIZED TIRIS TAG	 	90310-001
	 	 	TOP ASSY PROXIM RSLED	 	90311-001
	 	 	SYS ASSY PROXIM RSLED	 	90312-001
	 	 	ANTENNA CABLE ASSY PROX RSLED	 	90313-001
	 	 	BATT PK ASSY PROXIM RLSED	 	90314-001
	 	 	FLEX CABLE ASSY PROXIM	 	90315-001
	 	 	TOP ASSY ABB VISTANET PCI CARD	 	90316-001
	 	 	TOP ASSY WG2500 SOHO US	 	90317-001
	 	 	TOP ASSY C2.5 WG2500 SOHO	 	90317-002
	 	 	TOP ASSY C3.3 WG2500 SOHO	 	90317-003
	 	 	TOP ASSY WGSOHO MOD:WG2500UK	 	90317-004
	 	 	TOP ASSY WGSOHO MOD:WG2500-EU	 	90317-005
	 	 	TOP ASSY WGSOHO MOD:WG2500-AU	 	90317-006
	 	 	TOP ASSY WGSOHO MOD:WG2500-JA	 	90317-007
	 	 	TOP ASSY SOHO/TC MOD:WG2510-US	 	90317-101
	 	 	TOP ASSY SOHO/TC MOD:WG2510-UK	 	90317-104
	 	 	TOP ASSY SOHO/TC MOD:WG2510-EU	 	90317-105
	 	 	TOP ASSY SOHO/TC MOD:WG2510-AU	 	90317-106
	 	 	TOP ASSY SOHO/TC MOD:WG2510-JA	 	90317-107
	 	 	TOP ASSY MOTOROLA CARD RDR	 	90318-001
	 	 	SYSTEM ASSY MOTOROLA CARD RDR	 	90319-001
	 	 	SYSTEM ASSY SOHO PLUS	 	90320-001
	 	 	 	 	 



12







 

	 	 	TOP ASSY ECLIPSE	 	90322-001
	 	 	SYSTEM ASSY ECLIPSE	 	90323-001
	 	 	CABLE ASSY ECLIPSE	 	90324-001
	 	 	TOP ASSY NET SC520 ACCESS PT	 	90325-001
	 	 	TOP ASSY LITRONIC USB FOB	 	90326-001
	 	 	SPECIAL WGND PEPLK WATER SEAL	 	90332-001
	 	 	SPECIAL WGND PEPLCK RT ANGLE	 	90333-001
	 	 	CABLE HARNESS SPECIAL WGND PLK	 	90334-001
	 	 	CABLE HARNESS LHAND WGND PLK	 	90334-002
	 	 	TOP ASSY WG2300 TELECOMMUTER	 	90337-001
	 	 	CABLE ASSY MOTOROLA CD RDR	 	90338-001
	 	 	CONTACT ASSY MOT CRD RDR	 	90339-001
	 	 	WGND PEPLCK LEFT HAND MTG	 	90340-001
	 	 	TOP ASSY EMS WATCHPATROL 2000	 	90342-001
	 	 	TOP ASSY EMS WRIST UNIT	 	90343-001
	 	 	FRONT COVER ASSY MOT CARD RDR	 	90346-001
	 	 	STACK ASSY NEC ADSL INFOSET 2	 	90349-002
	 	 	TOP ASSY ECS DT800IP	 	90350-001
	 	 	TOP ASSY ECS VIU	 	90351-001
	 	 	SYSTEM ASSY VIU	 	90352-001
	 	 	CABLE ASSY VIU MAIN TO IO BD	 	90353-001
	 	 	CABLE ASSY VIU MB TO LCD	 	90354-001
	 	 	SYSTEM ASSY 1500 ETH CRD PEP	 	90355-001
	 	 	TOP ASSY 1500 ETH CRD PEP	 	90356-001
	 	 	TOP ASSY CISCO FLASH CD 8MB	 	90357-002
	 	 	TOP ASSY CISCO FLASH CARD 12MB	 	90357-003
	 	 	TOP ASSY CISCO FLASH CARD 16MB	 	90357-004
	 	 	PKG ASSY WGSOHO MOD:WG2500-US	 	90365-001
	 	 	PKG ASSY WGSOHO MOD:WG2500-UK	 	90365-002
	 	 	PKG ASSY WGSOHO MOD:WG2500-EU	 	90365-003
	 	 	PKG ASSY WGSOHO MOD:WG2500-AU	 	90365-004
	 	 	PKG ASSY WGSOHO MOD:WG2500-JA	 	90365-005
	 	 	FRONT COVER ASSY SOBO	 	90366-001
	 	 	TOP ASSY SOBO	 	90368-001
	 	 	PKG ASSY SOHO/TC MOD:WG2510-US	 	90370-001
	 	 	PKG ASSY SOHO/TC MOD:WG2510-UK	 	90370-002
	 	 	PKG ASSY SOHO/TC MOD:WG2510-EU	 	90370-003
	 	 	PKG ASSY SOHO/TC MOD:WG2510-AU	 	90370-004
	 	 	PKG ASSY SOHO/TC MOD:WG2510-JA	 	90370-005
	 	 	TOP ASSY LITRONIC SSA	 	90375-001
	 	 	TOP ASSY LITRONIC SSA 150MHZ	 	90375-002
	 	 	TOP ASSY CISCO MINI PIX	 	90376-001
	 	 	TOP ASSY NEC SOHO IP DATE GWY	 	90377-001
	 	 	TOP ASSY NEC STAND ALONE DG	 	90378-001
	 	 	AMD SC520 EVALUATION BOARD	 	90379-001
	 	 	TOP ASSY NEC SOHO IP	 	90380-001
	 	 	TOP ASSY NEC SOHO IP ANNEX A&C	 	90380-002
	 	 	TOP ASSY WG2505 US 3.3	 	90382-005
	 	 	TOP ASSY WG2510 US 3.3	 	90382-010
	 	 	TOP ASSY WG2515 US 3.3	 	90382-015
	 	 	 	 	 





13







 

	 	 	TOP ASSY WG2500 UK 3.3	 	90382-100
	 	 	TOP ASSY WG2505 UK 3.3	 	90382-105
	 	 	TOP ASSY WG2510 UK 3.3	 	90382-110
	 	 	TOP ASSY WG2515 UK 3.3	 	90382-115
	 	 	TOP ASSY WG2500 EU 3.3	 	90382-200
	 	 	TOP ASSY WG2505 EU 3.3	 	90382-205
	 	 	TOP ASSY WG2510 EU 3.3	 	90382-210
	 	 	TOP ASSY WG2515 EU 3.3	 	90382-215
	 	 	TOP ASSY WG2500 AU 3.3	 	90382-300
	 	 	TOP ASSY WG2505 AU 3.3	 	90382-305
	 	 	TOP ASSY WG2510 AU 3.3	 	90382-310
	 	 	TOP ASSY WG2515 AU 3.3	 	90382-315
	 	 	TOP ASSY WG2500 JP 3.3	 	90382-400
	 	 	TOP ASSY WG2505 JP 3.3	 	90382-405
	 	 	TOP ASSY WG2510 JP 3.3	 	90382-410
	 	 	TOP ASSY WG2515 JP 3.3	 	90382-415
	 	 	TOP ASSY DENSE-PAC DIMM BOARD	 	90384-001
	 	 	INFOSET TEST FIXTURE ASSY	 	90385-001
	 	 	TEST CABLE 3PIN TO DB9 INFOSET	 	90386-001
	 	 	TEST CABLE RJ TO 2 LD INFOSET	 	90387-001
	 	 	TOP ASSY AUTOMATIC INTUITION	 	90389-001
	 	 	SYSTEM ASSY AUTO INTUITION	 	90390-001
	 	 	TOP COVER ASSY AUTO INTUITION	 	90391-001
	 	 	LCD ASSY AUTO INTUITON	 	90392-001
	 	 	TOP ASSY NORTEL ADSL PCI MODEM	 	90397-001
	 	 	KEYPAD ASSY SMART SWITCH	 	90398-001




14










	IDA TOOLING
 
	 	QTY.

	Markem print letters	 	1 KIT
	Small vices	 	6
	Shims	 	28
	Lead Form Vice	 	2
	Lead cutter w/ 4 attacments	 	1





	VAM DEK Stencils
 
	 	QTY.

	10593 Rev. A	 	1
	10601 Rev. A	 	1
	10607 Rev. A	 	1
	10638 Rev. A bottom	 	1
	10638 Rev. A top	 	1
	10639 Rev. A	 	1
	10644 Rev. D	 	1
	10649 bottom	 	1
	10649 top	 	1
	10661-00 Rev. A	 	1
	17D0123-01 Rev. A	 	1
	17D0156-03 Rev. E	 	1
	17D0361-02 Rev. B	 	1
	17D0525 Rev. B	 	1
	17D0574-01 Rev. B	 	1
	17D0643-02 Rev. A	 	1
	17D0703-00 Rev. X1	 	1
	17D0705 Rev. B	 	1
	17D0706-01 Rev. A	 	1
	17D0706-02 Rev. A	 	1
	17D0706-02 Rev. A	 	1
	17D0708-01 Rev. B bottom	 	1
	17D0708-01 Rev. C bottom	 	1
	17D0708-01 Rev. C top	 	1
	17D0708-02 Rev. A bottom	 	1
	17D0708-02 Rev. A top	 	1
	17D0709-02 Rev. B	 	1
	17D0712-01 Rev. B	 	1
	17D0714-00 Rev. A bottom	 	1
	17D0714-00 Rev. A top	 	1
	D0700-001 Rev. 3 bottom	 	1
	D0700-001 Rev. 3 top	 	1
	D0701-001 Rev. 3 bottom	 	1





	IDA Equipment
 
	 	QTY.

	Markem Offset Printers	 	3
	All Available Test Software	 	 
	Dremmel Tools	 	7





	VAM Test
 
	 	QTY.

	Computers	 	3
	Spare Comp. Prts	 	2
	Misc. Test Hardware	 	 









Machinery and Equipment—Exhibit C  



	Test

Fixture #
	 	Qty.
	 	Test

Fixture #
	 	Qty.
	 	Test

Fixture #
	 	Qty.
	 	Test

Fixture #
	 	Qty.

	69A00300	 	3	 	69A05900	 	1	 	69A10500	 	2	 	69A15600	 	2
	69A00700	 	3	 	69A06000	 	2	 	69A10700	 	1	 	69A15700	 	1
	69A00800	 	3	 	69A06200	 	2	 	69A10900	 	1	 	69A15800	 	1
	69A00900	 	3	 	69A06400	 	1	 	69A11000	 	1	 	69A15900	 	1
	69A01000	 	1	 	69A06600	 	1	 	69A11100	 	4	 	69A16000	 	1
	69A01100	 	5	 	69A06700	 	6	 	69A11300	 	1	 	69A16100	 	2
	69A01200	 	3	 	68A06800	 	1	 	69A11400	 	1	 	69A16200	 	1
	69A01500	 	2	 	69A06900	 	2	 	69A11500	 	1	 	69A16300	 	4
	69A01600	 	4	 	69A07100	 	2	 	69A11600	 	1	 	69A16400	 	1
	69A02100	 	2	 	69A07300	 	1	 	69A11700	 	1	 	69A16600	 	2
	69A02400	 	1	 	69A07500	 	1	 	69A11900	 	3	 	69A16700	 	1
	69A02600	 	4	 	69A07600	 	2	 	69A12000	 	1	 	69A16800	 	1
	69A02700	 	6	 	69A07700	 	2	 	69A12400	 	1	 	69A17100	 	1
	69A02900	 	3	 	69A07800	 	2	 	69A12500	 	1	 	69A17200	 	1
	69A02904	 	3	 	69A07900	 	1	 	69A12600	 	1	 	69A17300	 	2
	69A03000	 	2	 	69A08200	 	1	 	69A12700	 	1	 	69A17400	 	2
	69A03100	 	2	 	69A08300	 	2	 	69A12800	 	2	 	69A17900	 	1
	69A03200	 	2	 	69A08500	 	2	 	69A12900	 	2	 	69A18000	 	2
	69A03300	 	3	 	69A08600	 	2	 	69A13100	 	1	 	69A18100	 	2
	69A03400	 	1	 	69A08700	 	1	 	69A13400	 	1	 	69A18400	 	1
	69A03600	 	2	 	69A08800	 	1	 	69A13600	 	2	 	69A18500	 	1
	69A03800	 	2	 	69A09100	 	2	 	69A13700	 	2	 	32kx8 lcc eprom	 	1
	69A03900	 	2	 	69A09200	 	1	 	69A13800	 	1	 	32 pin lcc flash	 	1
	69A04000	 	1	 	69A09300	 	2	 	69A13900	 	1	 	32 pin lcc flash	 	1
	69A04100	 	1	 	69A09400	 	1	 	69A13901	 	1	 	baxter lcc	 	1
	69A04400	 	1	 	69A09500	 	1	 	69A14000	 	1	 	1 M. flash	 	1
	69A04500	 	1	 	69A09600	 	1	 	69A14100	 	2	 	67A06900	 	1
	69A04600	 	1	 	69A09700	 	2	 	69A14200	 	1	 	1M128kx832 pin	 	1
	69A04800	 	1	 	69A09800	 	2	 	69A14300	 	1	 	mx29f1610a	 	1
	69A04900	 	2	 	69A09900	 	1	 	69A14700	 	1	 	dpclmstd	 	1
	69A05200	 	1	 	69A10000	 	2	 	69A15000	 	6	 	69A18600	 	1
	69A05300	 	1	 	69A10100	 	1	 	69A15100	 	1	 	69A00600	 	3
	69A05700	 	1	 	69A10300	 	1	 	69A15200	 	2	 	 	 	 
	69A05800	 	2	 	69A10400	 	1	 	69A15400	 	1	 	 	 	 





IDA TEST BOARDS  



	Test Board #
 
	 	Qty.
	 	Note: Other misc. bare sockets in box
 

	69A06000	 	1	 	 
	69A12800	 	1	 	 
	69A06100	 	1	 	 










IDA BURN IN BOARDS  



	Board # or Description
 
	 	LABELED
	 	QTY.

	PSI Board Tester	 	 	 	1
	68A08200	 	#'s 001 thru 018	 	18
	68A02500	 	#'s 001 thru 006	 	6
	Versa Pack/ Half	 	#'s 001 thru 005	 	5
	Versa Stack	 	#'s 001 thru 007	 	7
	Flat Pack SLCC	 	#'s 001 thru 004	 	4
	ESL SLCC	 	#'s 001 thru 005	 	5
	ESL Stack	 	# 001	 	1
	36 pin DIPS	 	#'s 001 thru 009	 	9
	TSOPS	 	#'s 001 thru 002	 	2
	LCCT.I	 	#'s 001 thru 003	 	3
	T.I. 66PGA 901224	 	#'s 001 thru 004	 	4
	Flex Pack	 	#'s 001 thru 002	 	2
	68A03000 DPS 512	 	#'s 001 thru 011	 	11










   Inventory Status

IDA—Exhibit D  



	Creation Date

Part Number
 
	 	Description
	 	Location
	 	Lot #
	 	On-Hand
	 	Act.

Cost
	 	0-9

Months
	 	9-12

Months
	 	12-15

Months
	 	15-18

Months
	 	Over 18

Months

	2/5/2004 11A456-36	 	DPS128X32BV3-20M	 	FGACT	 	68134	 	8	 	67.68	 	541.42	 	0.00	 	0.00	 	0.00	 	0.00
	4/13/2004 11A470-05	 	DPS512S8PLL-85C	 	FGACT	 	68803	 	195	 	14.82	 	2,890.58	 	0.00	 	0.00	 	0.00	 	0.00
	2/25/2003 11A552-01	 	DPS128M8CY-HGA HARRIS COR	 	SKACT	 	65031	 	49	 	13.78	 	0.00	 	0.00	 	675.18	 	0.00	 	0.00
	5/6/2003 11A552-02	 	DPS128M8CHY-HGA HARRIS	 	SKACT	 	65812	 	5	 	30.75	 	0.00	 	0.00	 	153.75	 	0.00	 	0.00
	4/1/2003 11A594-01	 	DPS128M8BY-HGA HARRIS	 	SKACT	 	65356	 	21	 	13.78	 	0.00	 	0.00	 	289.36	 	0.00	 	0.00
	5/5/2003 11A594-11	 	DPS128M8BHY-HGA	 	SKACT	 	65787	 	16	 	50.10	 	0.00	 	0.00	 	801.53	 	0.00	 	0.00
	5/3/2004 11A698-03	 	13222909-03 CDI	 	CSACT	 	68980	 	20	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	5/3/2004 11A698-03	 	13222909-03 CDI	 	CSACT	 	68981	 	105	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00
	3/3/2004 11A734-46	 	DPS128M8BIY-20B	 	SKACT	 	68391	 	30	 	26.89	 	806.65	 	0.00	 	0.00	 	0.00	 	0.00
	6/5/2003 11A765-35	 	SUB ASSY,DPS512M8MKIY-25M	 	SKACT	 	66127	 	36	 	44.27	 	0.00	 	1,593.77	 	0.00	 	0.00	 	0.00
	4/27/2004 11A899-14	 	SUB ASSY,DP5Z1MM16PJY-12I	 	SKACT	 	68921	 	80	 	34.00	 	2,720.00	 	0.00	 	0.00	 	0.00	 	0.00
	3/11/2004 11B097-01	 	SUB ASSY,13228494-01 LSB	 	SKACT	 	68486	 	53	 	71.60	 	3,794.56	 	0.00	 	0.00	 	0.00	 	0.00
	7/30/2003 11B375-14	 	DP5Z1MW32PV3-12I	 	FGACT	 	66578	 	3	 	103.03	 	0.00	 	309.08	 	0.00	 	0.00	 	0.00
	1/2/2004 11B393-14	 	SUB ASSY,DPZ128X16CY-15I	 	SKACT	 	67846	 	330	 	17.19	 	5,672.21	 	0.00	 	0.00	 	0.00	 	0.00
	1/9/2004 11B393-14	 	SUB ASSY,DPZ128X16CY-15I	 	SKACT	 	67901	 	579	 	16.88	 	9,775.55	 	0.00	 	0.00	 	0.00	 	0.00
	3/19/2004 11B393-45	 	SUB ASSY,DPZ128X16CY-12B	 	SKACT	 	68571	 	1647	 	18.43	 	30,360.30	 	0.00	 	0.00	 	0.00	 	0.00
	12/23/2003 11B421-14	 	SUB ASSY,DPZ128X16CHY-15I	 	SKACT	 	67843	 	64	 	32.58	 	2,085.34	 	0.00	 	0.00	 	0.00	 	0.00
	4/24/2003 11B421-41	 	SUB ASSY,DPZ128X16CHY-25B	 	SKACT	 	65678	 	17	 	45.02	 	0.00	 	0.00	 	765.33	 	0.00	 	0.00
	2/4/2004 11B422-14	 	DPZ256X16CH3-15I	 	FGACT	 	68126	 	17	 	49.70	 	844.94	 	0.00	 	0.00	 	0.00	 	0.00
	7/25/2003 11B443-03	 	SUB ASSY,DPS2MX8MY5-55C	 	SKACT	 	66535	 	2	 	20.14	 	0.00	 	40.27	 	0.00	 	0.00	 	0.00
	7/17/2003 11B508-34	 	SUB ASSY,DP5Z1MM8NKH3-12M	 	SKACT	 	66439	 	4	 	99.12	 	0.00	 	396.48	 	0.00	 	0.00	 	0.00
	3/1/2004 11B516-32	 	DPS128M8CIY-45M	 	SKACT	 	68366	 	21	 	39.66	 	832.86	 	0.00	 	0.00	 	0.00	 	0.00
	4/20/2004 11B517-14	 	DP5Z2MW32PV3-12I	 	FGACT	 	68846	 	1	 	221.59	 	221.59	 	0.00	 	0.00	 	0.00	 	0.00
	11/21/2003 11B522-46	 	SUB ASSY,DPS128M8DY-20B	 	SKACT	 	67567	 	3	 	12.84	 	38.51	 	0.00	 	0.00	 	0.00	 	0.00
	12/3/2002 11B524-06	 	DPS128X16BA3-20C-M	 	FGACT	 	63985	 	2	 	43.68	 	0.00	 	0.00	 	0.00	 	87.36	 	0.00
	12/10/2002 11B524-06	 	DPS128X16BA3-20C-M	 	FGACT	 	64063	 	3	 	210.34	 	0.00	 	0.00	 	0.00	 	631.03	 	0.00
	4/9/2003 11B535-15	 	SUB ASSY,DPS512M8MKY-25I	 	SKACT	 	65450	 	22	 	21.35	 	0.00	 	0.00	 	469.74	 	0.00	 	0.00
	4/10/2003 11B535-15	 	SUB ASSY,DPS512M8MKY-25I	 	SKACT	 	65474	 	67	 	24.86	 	0.00	 	0.00	 	1,665.43	 	0.00	 	0.00
	4/27/2004 11B535-46	 	SUB ASSY,DPS512M8MKY-20B	 	SKACT	 	68917	 	502	 	22.95	 	11,519.90	 	0.00	 	0.00	 	0.00	 	0.00
	4/27/2004 11B535-46	 	SUB ASSY,DPS512M8MKY-20B	 	SKACT	 	68918	 	772	 	22.95	 	17,715.86	 	0.00	 	0.00	 	0.00	 	0.00
	4/27/2004 11B535-46	 	SUB ASSY,DPS512M8MKY-20B	 	SKACT	 	68922	 	155	 	23.39	 	3,625.82	 	0.00	 	0.00	 	0.00	 	0.00
	11/25/2003 11B538-34	 	SUB ASSY,DP5Z1MM16PY 120ns	 	SKACT	 	67617	 	24	 	34.05	 	817.26	 	0.00	 	0.00	 	0.00	 	0.00
	11/18/2002 11B538-44	 	SUB ASSY,DP5Z1MM16PY 120ns	 	SKACT	 	63801	 	1	 	36.32	 	0.00	 	0.00	 	0.00	 	36.32	 	0.00
	6/17/2002 11B541-46	 	SUB ASSY,DPS128M8DHY 20ns	 	SKACT	 	61367	 	2	 	52.19	 	0.00	 	0.00	 	0.00	 	0.00	 	104.38
	6/9/2003 14A104-00	 	SUBSTRATE ASSY, VERSAPAC	 	SKACT	 	66153	 	45	 	48.03	 	0.00	 	2,161.19	 	0.00	 	0.00	 	0.00
	4/14/2004 14A134-00	 	SUB ASSY, HALF V-PAC	 	SKACT	 	68814	 	31	 	39.04	 	1,210.27	 	0.00	 	0.00	 	0.00	 	0.00
	9/23/2003 14A142-00	 	SUB ASSY, DENSE-STACK	 	SKACT	 	67044	 	343	 	13.21	 	4,530.58	 	0.00	 	0.00	 	0.00	 	0.00




1







 


	Creation Date

Part Number
 
	 	Description
	 	Location
	 	Lot #
	 	On-Hand
	 	Act.

Cost
	 	0-9

Months
	 	9-12

Months
	 	12-15

Months
	 	15-18

Months
	 	Over 18

Months

	4/9/2002 14A143-00	 	SUBST ASSY,VERSA-STACK	 	SKACT	 	60277	 	519	 	14.52	 	 	0.00	 	 	0.00	 	 	0.00	 	 	0.00	 	 	7,533.75
	8/18/2003 14A145-00	 	SUB ASSY, V-STACK INSERT	 	SKACT	 	66743	 	180	 	15.01	 	 	2,701.84	 	 	0.00	 	 	0.00	 	 	0.00	 	 	0.00
	12/11/2003 14A145-00	 	SUB ASSY, V-STACK INSERT	 	SKACT	 	67753	 	500	 	15.01	 	 	7,503.90	 	 	0.00	 	 	0.00	 	 	0.00	 	 	0.00
	7/23/2003 14A201-00	 	SBSTRT ASSY,V-STACK VER 2	 	SKACT	 	66517	 	2	 	33.33	 	 	0.00	 	 	66.66	 	 	0.00	 	 	0.00	 	 	0.00
	2/18/2004 14A201-00	 	SBSTRT ASSY,V-STACK VER 2	 	SKACT	 	68238	 	150	 	33.36	 	 	5,003.63	 	 	0.00	 	 	0.00	 	 	0.00	 	 	0.00
	2/5/2002 14A203-00	 	SUBSTRT ASSY,DPS1MS8MP	 	SKACT	 	59387	 	17	 	22.20	 	 	0.00	 	 	0.00	 	 	0.00	 	 	0.00	 	 	377.34
	10/11/2001 14A220-00	 	SUBST ASSY,DPS512C32MKV3	 	SKACT	 	57969	 	14	 	34.02	 	 	0.00	 	 	0.00	 	 	0.00	 	 	0.00	 	 	476.31
	9/15/2003 14A220-00	 	SUBST ASSY,DPS512C32MKV3	 	SKACT	 	66966	 	250	 	34.02	 	 	8,504.18	 	 	0.00	 	 	0.00	 	 	0.00	 	 	0.00
	10/11/2001 14A222-00	 	SUBST ASSY,DPS512X8MKN3	 	SKACT	 	57970	 	338	 	20.00	 	 	0.00	 	 	0.00	 	 	0.00	 	 	0.00	 	 	6,760.00
	12/22/2003 14A228-00	 	SUBST ASSY,DPE512S8NKT	 	SKACT	 	67833	 	219	 	28.02	 	 	6,136.31	 	 	0.00	 	 	0.00	 	 	0.00	 	 	0.00
	2/17/2004 14A351-00	 	SUBST ASSY,DP5Z256S32AW	 	SKACT	 	68226	 	12	 	7.73	 	 	92.76	 	 	0.00	 	 	0.00	 	 	0.00	 	 	0.00
	4/22/2004 42A084-00	 	DIE,128KX8 SRAM,CYPRESS	 	SKACT	 	68863	 	1899	 	2.22	 	 	4,215.78	 	 	0.00	 	 	0.00	 	 	0.00	 	 	0.00
	2/24/2004 42A085-00	 	DIE,512KX8 SRAM,CYP SHRNK	 	SKACT	 	68298	 	85	 	8.49	 	 	721.65	 	 	0.00	 	 	0.00	 	 	0.00	 	 	0.00
	9/11/2003 43A008-00	 	CAP, CDR04 .1ufd .001%FR	 	SKACT	 	66932	 	760	 	0.25	 	 	191.90	 	 	0.00	 	 	0.00	 	 	0.00	 	 	0.00
	2/9/2004 43A013-00	 	CAP, CDR33 .1uf .001%FR	 	SKACT	 	68153	 	1000	 	0.25	 	 	252.20	 	 	0.00	 	 	0.00	 	 	0.00	 	 	0.00
	3/6/2002 43A050-00	 	CHIP RES,ZERO OHM,0805	 	SKACT	 	59772	 	2000	 	0.01	 	 	0.00	 	 	0.00	 	 	0.00	 	 	0.00	 	 	10.00
	1/21/2003 43A052-00	 	CHIP RESISTOR, OOHM 0603	 	SKACT	 	64468	 	500	 	0.02	 	 	0.00	 	 	0.00	 	 	0.00	 	 	10.00	 	 	0.00
	5/7/2003 43A114-00	 	CAP,33uF TANTALUM 10V	 	SKACT	 	65831	 	1500	 	0.19	 	 	0.00	 	 	0.00	 	 	285.00	 	 	0.00	 	 	0.00
	1/2/2003 43A141-00	 	RES CHIP,10K OHM,0603	 	SKACT	 	64210	 	200	 	0.01	 	 	0.00	 	 	0.00	 	 	0.00	 	 	1.18	 	 	0.00
	4/24/2004 44A050-00	 	HEADER,SMT 2mm 1X2 LO PRO	 	SKACT	 	68898	 	296	 	0.08	 	 	24.86	 	 	0.00	 	 	0.00	 	 	0.00	 	 	0.00
	4/26/2004 44A050-00	 	HEADER,SMT 2mm 1X2 LO PRO	 	SKACT	 	68902	 	3000	 	0.08	 	 	252.00	 	 	0.00	 	 	0.00	 	 	0.00	 	 	0.00
	1/28/2004 44A051-00	 	SHUNT,2mm GOLD	 	SKACT	 	68050	 	432	 	0.08	 	 	34.56	 	 	0.00	 	 	0.00	 	 	0.00	 	 	0.00
	10/21/2003 45A010-49	 	LCC, 54ACT138 'ACT' "B"	 	SKACT	 	67312	 	11	 	9.87	 	 	108.54	 	 	0.00	 	 	0.00	 	 	0.00	 	 	0.00
	7/3/2003 45A100-44	 	LCC, AT28HC256-12LM/883	 	SKACT	 	66334	 	23	 	24.71	 	 	0.00	 	 	568.39	 	 	0.00	 	 	0.00	 	 	0.00
	11/7/2002 45A110-09	 	1of8 Decoder/Demultiplexer	 	SKACT	 	63646	 	1587	 	0.14	 	 	0.00	 	 	0.00	 	 	0.00	 	 	0.00	 	 	224.72
	11/25/2002 45A233-06	 	SOIC, KM681000 55ns "LL"	 	SKACT	 	63926	 	28	 	0.96	 	 	0.00	 	 	0.00	 	 	0.00	 	 	26.86	 	 	0.00
	10/10/2003 45A338-43	 	LCC,AT28C010E-15EM/883	 	SKACT	 	67203	 	5	 	135.02	 	 	675.10	 	 	0.00	 	 	0.00	 	 	0.00	 	 	0.00
	4/20/2004 45A540-03	 	PLCC,AMD29F002BB-70JC	 	SKACT	 	68843	 	7	 	4.75	 	 	33.25	 	 	0.00	 	 	0.00	 	 	0.00	 	 	0.00
	4/26/2004 45A540-04	 	PLCC,256Kx8 FLASH,55ns AMD	 	SKACT	 	68900	 	120	 	2.05	 	 	246.00	 	 	0.00	 	 	0.00	 	 	0.00	 	 	0.00
	1/9/2004 45A553-00	 	SOIC,74HCT00,NAND GATE	 	SKACT	 	67900	 	76	 	0.10	 	 	7.22	 	 	0.00	 	 	0.00	 	 	0.00	 	 	0.00
	9/2/2003 46A038-00	 	LID,HRC-2489,SEMI ALLOYS	 	SKACT	 	66870	 	895	 	0.84	 	 	752.61	 	 	0.00	 	 	0.00	 	 	0.00	 	 	0.00
	3/18/2004 46A038-00	 	LID,HRC-2489,SEMI ALLOYS	 	SKACT	 	68560	 	1500	 	2.18	 	 	3,274.95	 	 	0.00	 	 	0.00	 	 	0.00	 	 	0.00
	8/5/2003 46A047-00	 	SLCC, DUAL 1M FLASH	 	SKACT	 	66624	 	37	 	4.97	 	 	0.00	 	 	183.96	 	 	0.00	 	 	0.00	 	 	0.00
	9/2/2003 46A047-00	 	SLCC, DUAL 1M FLASH	 	SKACT	 	66869	 	1151	 	4.60	 	 	5,297.02	 	 	0.00	 	 	0.00	 	 	0.00	 	 	0.00
	2/19/2004 46A065-00	 	LID,DPS512M8MY SAMSUNG	 	SKACT	 	68249	 	545	 	1.59	 	 	866.17	 	 	0.00	 	 	0.00	 	 	0.00	 	 	0.00
	8/5/2003 46A110-00	 	SLCC PKG,DPS128M8DY CYPRS	 	SKACT	 	66625	 	53	 	6.15	 	 	0.00	 	 	326.09	 	 	0.00	 	 	0.00	 	 	0.00
	4/5/2004 46A110-00	 	SLCC PKG,DPS128M8DY CYPRS	 	SKACT	 	68718	 	1900	 	6.15	 	 	11,691.84	 	 	0.00	 	 	0.00	 	 	0.00	 	 	0.00
	 	 	Total:	 	 	 	 	 	 	 	 	 	$	158,592.47	 	$	5,645.89	 	$	5,105.32	 	$	792.75	 	$	15,486.50
	 	 	Grand Total:	 	 	 	 	 	 	 	 	 	$	185,622.93	 	 	 	 	 	 	 	 	 	 	 	 




2








Exhibit H  


        Quality conditions and auditing to be performed by DPAC, of Twilight, for orders that are received by DPAC, but manufactured or processed by Twilight. And,
auditing of RMA's that Twilight processes, where the returned product originally shipped on an order that was received by DPAC. 



        DPAC's
quality auditing and verification will consist of: 




Audit
ESD control records and processes for compliance to JESD625. 


Audit
handling and packaging practices of moisture sensitive items for compliance to J-STD-033. 


Audit
records and processes to verify solder-ability, per JESD22-B102, of Final Products with a shelf life greater than two years. 


Review
receiving inspections processes and records, to determine if the necessary evaluations were performed to determine compliance of incoming material, to DPAC's routers, drawings, approved vendors
and specifications. 


Audit
kits of material and / or subassemblies to determine if the items within the kit are compliant to DPAC's approved vendor lists. 


Audit
manufacturing, inspection and test processes to determine compliance to DPAC's routers, drawings, approved vendor lists and specifications. 


Review
final product for compliance to DPAC's routers, drawings, approved vendors and specifications. 


Review
records and material to verify compliance to DPAC's Q.C.I. testing program. This program is outline in DPAC documents 36A009-00 and 35A010-00. All test methods specified
are defined in MIL-STD-883 and MIL-PRF-38535. 


Audit
equipment calibration per ANSI/NCSL Z540-1 or equivalent. 





Conditions: 




DPAC
shall be granted reasonable access to material, records, Twilight's facilities and Twilight's subcontractors relating solely to the Products and subject to Buyer's access to subcontractor's
records. 


Material
and assemblies found to be nonconforming, by DPAC, to DPAC's routers, drawings, specification and approved vendors shall not be used. 


The
specifications identified within this Appendix must be met before manufacturing or processing can begin. 



Modifications,
alterations or substitutions to material or processes, that affect form, fit, function or reliability, per JESD46, shall not be permitted unless authorized by DPAC. 


Product
traceability is per MIL-PRF-38535, Appendix A, Paragraph A.4.8.1.2.8 


Record
to be maintained shall be per MIL-PRF-38535, Appendix A, Paragraph A.4.8.1.2, Sections A through I. 


Twilight
must adhere to DPAC's Q.C.I. testing program as outline in DPAC documents 36A009-00 and 35A010-00. All test methods specified are defined in
MIL-STD-883 and MIL-PRF-38535. 



When
not otherwise defined on DPAC's drawings, routers or specifications, workmanship shall be per IPC-A-610, Class 2 and MIL-STD-883, Method
2009.9. Workmanship of printed circuit boards shall be per IPC-A-600, Class 2. 
















        In
connection with Twilight's manufacturing of Products pursuant to paragraph 6.2 herein, DPAC may, at its option and at its own cost, perform audit(s) to confirm the
qualification of Twilight as a manufacturer of said products. Twilight will contact DPAC, in advance of initializing processing product for the first time, and setup a time to conduct the initial
qualification audit. DPAC retains the right to inspect all Finished Business Products prior to shipping. Twilight shall provide notification to DPAC not less than two full business days prior to the
scheduled shipment date, so as to provide an opportunity for inspection by DPAC. If upon receipt of such notice DPAC desires to inspect the finished product, they shall notify Twilight of such intent
and perform such inspection within the two full business day period before the scheduled shipment. If DPAC fails to so notify Twilight, the right to inspect that shipment lapses, but shall not affect
the right of DPAC to inspect any future shipments, nor shall any inspection (or any failure to inspect) relieve Twilight of its duty to comply with all DPAC's routers, drawings, use of approved
vendors, specification and elements within this appendix. 








EXHIBIT F

NON-EXCLUSIVE LICENSE AGREEMENT  


        For valuable consideration, receipt of which is hereby acknowledged, Twilight Technology, Inc. ("Twilight") hereby grants to DPAC Technologies Corp.
("DPAC") an irrevocable until April 20, 2007, royalty-free, non-exclusive license to United States Patent No. 4,956,694 and all other intellectual property sold,
transferred, conveyed or otherwise assigned, pursuant to that certain Asset Purchase Agreement dated May 1, 2004 by and between Twilight and DPAC (the "Asset Purchase Agreement"). Pursuant to
this license, DPAC has the right to sublicense said patent and intellectual property to any entity(s) controlled by DPAC. 


        Notwithstanding
the foregoing, neither DPAC nor any other licensee or sublicensee hereunder shall manufacture, make or have made any product covered by said patent or otherwise exploit
said patent unless either (1) it first obtains the written consent of Twilight, which shall not be unreasonably withheld, or (2) it first gives Twilight written notice of an alleged
breach of that certain Asset Purchase Agreement dated May 6, 2004 between DPAC and Twilight, and said alleged breach is not cured to its reasonable satisfaction within ten (10) business
days following the date of such written notice. 



	Dated:	 	 	 	 
	 	 	
	 	 
	

Twilight Technology, Inc.	
 	

DPAC Technologies Corp.
	

	
 	


	By:	 	 	 	By:
	Its:	 	 	 	Its:













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