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                                                                 Exhibit 10.4







                            BOND PLACEMENT AGREEMENT


                                   Relating to

                                   $6,000,000
                   Capital Industrial Development Corporation
                           Adjustable Rate Industrial
                           Revenue Bonds, Series 1998
                          (CCIR of Texas Corp. Project)



                                   Dated as of


                                February 10, 1998
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                            BOND PLACEMENT AGREEMENT

         This BOND PLACEMENT AGREEMENT is dated as of February 10, 1998, by and
among the CAPITAL INDUSTRIAL DEVELOPMENT CORPORATION, a nonstock, nonprofit
industrial development corporation existing under the laws of the State of Texas
(the "Issuer"), CCIR OF TEXAS CORP., a Texas corporation (the "Borrower"), and
BANC ONE CAPITAL CORPORATION, an Ohio corporation, as placement agent (the
"Agent").

         1.  Background.

                  (a) The Issuer proposes to issue $6,000,000 in aggregate
         principal amount of Capital Industrial Development Corporation
         Adjustable Rate Industrial Revenue Bonds, Series 1998 (CCIR of Texas
         Corp. Project) (the "Bonds") and to loan the proceeds of the Bonds to
         the Borrower to finance costs of acquiring, constructing and installing
         the Borrower's manufacturing facility and related office facility,
         including certain machinery and equipment (collectively, the
         "Project"), to be located in Austin, Travis County, Texas.

                  (b) The Bonds will mature on October 1, 2009, subject to prior
         redemption pursuant to mandatory optional redemption requirements set
         forth in the Letter of Credit Agreement (as hereinafter defined) and
         other provisions described in the Offering Memorandum (as hereinafter
         defined). The initial interest rate on the Bonds, effective from the
         date of their initial delivery through February 18, 1998, shall be
         3.50% per annum. The Bonds will be issued pursuant to a resolution (the
         "Bond Resolution") adopted on January 27, 1998 by the Board of
         Directors of the Issuer (the "Issuing Authority"), and will be secured
         under a Trust Indenture (the "Indenture"), dated as of January 1, 1998,
         between the Issuer and The Huntington National Bank, as trustee (the
         "Trustee") for the holders of the Bonds. The Bonds will be payable from
         the Revenues, as defined in the Indenture and as defined in a Loan
         Agreement (the "Agreement"), dated as of January 1, 1998, between the
         Issuer and the Borrower, pursuant to which the Issuer will loan the
         proceeds of the Bonds to the Borrower for the purposes of financing
         costs of the Project. The loan to the Borrower will be evidenced by the
         execution and delivery by the Borrower to the Trustee of a promissory
         note (the "Note") in the amount of $6,000,000. The proceeds of the
         Bonds will be applied as provided in the Indenture and the Agreement.
         The principal of and up to 45 days interest (at the maximum

                                        
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         interest rate of 10%) on, and certain purchase price payments relating
         to, the Bonds also will be secured by an irrevocable letter of credit
         (the "Letter of Credit"), dated as of the date of initial delivery of
         the Bonds, to be issued by Bank One, Arizona, NA, a national banking
         association (the "Bank"), in favor of the Trustee. Pursuant to a Loan
         Agreement between the Bank and Continental Circuits Corp., including
         the Assumption Agreement (the "Letter of Credit Agreement") dated
         February __, 1998 among the Bank and the Borrower, the Borrower will
         agree to reimburse the Bank for amounts drawn on the Letter of Credit.
         The Borrower's obligations under the Letter of Credit Agreement will be
         secured by a security agreement and certain other collateral documents
         (the "Bank Security Documents"). Pursuant to the Indenture, holders of
         the Bonds initially will have certain options to tender Bonds for
         purchase, which tendered Bonds will be purchased with funds from the
         remarketing of the Bonds or drawings on the Letter of Credit, as
         provided in the Indenture.

                  (c) It is intended that the Project and the Bonds will conform
         with the provisions of Development Corporation Act of 1979, as amended,
         Article 5190.6, Vernon's Texas Civil Statutes, as amended (the "Act"),
         that the proceeds of the Bonds will be expended so that the interest on
         the Bonds will not be includable in gross income for the purposes of
         federal income taxation, and that the Bonds may be purchased by the
         original purchasers without registration of any security under the
         Securities Act of 1933, as amended (the "Securities Act"), or
         qualification of any indenture under the Trust Indenture Act of 1939
         (the "Trust Indenture Act").

                  (d) To induce the Issuer to enter into this Bond Placement
         Agreement and to issue and deliver the Bonds, the Borrower has entered
         into this Bond Placement Agreement.

                  (e) To provide for the remarketing of the Bonds pursuant to
         the terms of the Indenture, the Borrower and the Agent, as Remarketing
         Agent, will enter into a Remarketing Agreement dated as of January 1,
         1998 (the "Remarketing Agreement").

                  (f) Pursuant to the Indenture and the Letter of
         Representations as defined therein, the Bonds are being issued in
         book-entry only form, and the parties acknowledge that,

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         where appropriate, references herein to Bonds shall mean Beneficial
         Ownership Interests, as defined in the Indenture.

         2.  Placement, Sale and Closing.

                  (a) Subject to the terms and conditions and in reliance upon
         the representations, warranties and agreements set forth herein, the
         Agent hereby agrees to use its best efforts to privately place on
         behalf of the Issuer and the Borrower all (but not less than all) of
         the Bonds as contemplated herein. The purchase price for the Bonds
         shall be $6,000,000. As compensation for its services in placing the
         Bonds, the Borrower shall pay a fee of 1% of such purchase price of the
         Bonds to the Agent, such fee, together with the expenses described in
         Section 10 hereof, to be payable by wire transfer in immediately
         available funds on the Closing Date (as defined below).

                  (b) The Borrower has delivered or shall cause to be delivered
         to the Agent copies of the Preliminary Offering Memorandum dated
         February 3, 1998 relating to the Bonds (the "Preliminary Offering
         Memorandum") and copies of the final Offering Memorandum relating to
         the Bonds substantially in the form of the Preliminary Offering
         Memorandum, with such changes as may be approved by the Agent (the
         "Offering Memorandum") in quantities and at times sufficient to enable
         the Agent to comply with the rules of the Municipal Securities
         Rulemaking Board and the Securities and Exchange Commission. The
         Borrower hereby approves the use and distribution by the Agent to
         persons who may be interested in the purchase of the Bonds of the
         Preliminary Offering Memorandum and the Offering Memorandum, and hereby
         authorizes the Agent to use and distribute the Preliminary Offering
         Memorandum and the Offering Memorandum, and copies of the Indenture and
         all other documents, including without limitation the Letter of Credit
         and related documents, to be executed in connection with the placement
         and sale of the Bonds.

                  (c) Except as may be inconsistent with the provisions of this
         Bond Placement Agreement, the Agent covenants and agrees to use its
         best efforts to cause the purchase of all (but not less than all) of
         the Bonds at the price or prices set forth in the Offering Memorandum
         and to send to each original

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         purchaser thereof a copy of the Offering Memorandum concurrently with
         or prior to sending to such purchaser a final written confirmation of
         the sale. Further, the Agent agrees not to use the Offering Memorandum
         for the purpose of marketing the Bonds subsequent to receiving written
         notice from the Issuer, the Bank or the Borrower which (i) states that
         the Offering Memorandum contains an untrue statement of a material fact
         or omits to state a material fact, and (ii) specifically identifies the
         material fact or omission, provided that upon the amendment of the
         Offering Memorandum to the satisfaction of the party delivering the
         notice pursuant hereto, the Agent may, subject to the continuing
         obligations contained herein, resume use of the amended Offering
         Memorandum in marketing the Bonds. The Agent shall market the Bonds
         only to "accredited investors", as defined in Rule 501(a) of Regulation
         D promulgated under the Securities Act, without making a public
         offering of the Bonds and at a minimum investment of $100,000.

                  (d) At 10:00 a.m. eastern standard time on February 11, 1998,
         or at such earlier or later time or date as shall be agreed by the
         Issuer, the Bank, the Borrower and the Agent (such time and date being
         herein referred to as the "Closing Date"), the Issuer will issue and
         deliver the Bonds in definitive form (being one Bond in the aggregate
         principal amount of $6,000,000 registered in the name of CEDE & CO.),
         duly executed by the Issuer and authenticated by the Trustee (or
         Authenticating Agent if an entity separate from the Trustee is acting
         as an authenticating agent) as provided for in the Indenture; and the
         Agent shall arrange for the purchase price of the Bonds to be paid by
         the original purchasers as set forth in paragraphs (a) and (c) of this
         section by wire transfer in immediately available funds to an account
         specified by the Trustee, for the account of the Issuer (such delivery
         and payment being herein referred to as the "Closing"). The Bonds shall
         be made available to the Trustee a reasonable time before the Closing
         Date for purposes of inspection, packaging and authentication. The
         Trustee shall deliver the Bonds to the Depository Trust Company in New
         York, New York at least 24 hours in advance of the Closing Date,
         provided that such Bonds shall not be released to the purchasers
         thereof until the purchase price therefor has been paid. Concurrently
         with and as a condition to the Closing,

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         the Issuer will execute and deliver the Agreement and the Indenture at
         the offices of McCall, Parkhurst & Horton L.L.P.
         in Austin, Texas.

                  (e) Each of the parties hereto represents and agrees that it
         has not knowingly participated in and will not knowingly participate
         in, and is not aware of, any offering or sale of any tax-exempt
         obligations (other than the Bonds) (i) which has been, is being or will
         be conducted during the period commencing 15 days prior to the date
         hereof and ending 15 days after the Closing Date, (ii) which has been,
         is being or will be paid from the same source of funds as the Bonds,
         determined without regard to guarantees from unrelated parties, and
         (iii) which was, is being or will be made pursuant to the same plan of
         financing. For purposes of the foregoing sentence, tax-exempt
         obligations issued pursuant to the same plan of financing means
         tax-exempt obligations (other than the Bonds) issued to finance a
         single facility or related facilities. The Agent further represents
         that it will not knowingly offer or place any of the Bonds hereunder to
         or with any holder or group of holders that has purchased, is
         purchasing or will purchase any obligations sold pursuant to an
         offering which satisfies the conditions in clauses (i) and (ii) of the
         first sentence of this paragraph.

                  (f) The parties hereto acknowledge that, in order to
         facilitate the timely purchase of the Bonds at the Closing by the
         original purchasers, the Agent may, but shall not be obligated to,
         advance its own funds on behalf of such original purchasers.

         3.  Issuer's Representations and Warranties.  The Issuer makes the
following representations and warranties:

                  (a) The Issuer is a nonstock, nonprofit industrial development
         corporation existing under the laws of the State of Texas and has full
         power and authority under the Act, among other things, (i) to issue
         revenue bonds, such as the Bonds, and to make the proceeds of such
         Bonds available to persons such as the Borrower for the purposes
         described in the Indenture and the Agreement, payable from and secured
         by a pledge of the Revenues, and (ii) to secure such Bonds in the
         manner contemplated by the Indenture.

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                  (b) The Issuer has full legal right, power and authority (i)
         to adopt the Bond Resolution and enter into this Bond Placement
         Agreement, the Indenture, the Letter of Representations (as defined in
         the Indenture) and the Agreement, (ii) to issue, sell and deliver the
         Bonds as provided herein, and (iii) to carry out and consummate all
         other transactions contemplated by each of the aforesaid documents, and
         the Issuer has complied with all provisions of applicable law,
         including the Act, in all matters relating to such transactions, except
         that no representation is made by the Issuer as to compliance with
         applicable federal or state securities laws.

                  (c) The Issuer has duly authorized (i) the issuance, sale and
         delivery of the Bonds upon the terms set forth herein and in the
         Indenture, (ii) the execution, delivery and due performance of this
         Bond Placement Agreement, the Bonds, the Indenture and the Agreement,
         and (iii) the taking of any and all such actions as may be required on
         the part of the Issuer to carry out, give effect to and consummate the
         transactions contemplated by such instruments.

                  (d) The Bond Resolution has been duly adopted by the Issuing
         Authority and is in full force and effect. This Bond Placement
         Agreement when executed and delivered constitutes, and the Indenture
         and the Agreement, when executed and delivered, will constitute legal,
         valid and binding obligations of the Issuer, enforceable in accordance
         with their respective terms, except that enforceability may be limited
         by laws relating to bankruptcy, reorganization or other similar laws
         affecting the rights of creditors, by the exercise of judicial
         discretion in accordance with general principles of equity, and by
         matters of public policy.

                  (e) When duly authenticated by the Trustee, delivered to the
         Depository (as defined in the Indenture) and paid for by the original
         purchasers at the Closing in accordance with the provisions of this
         Bond Placement Agreement, the Bonds will have been duly authorized,
         executed, issued and delivered and will constitute legal, valid and
         binding special, limited obligations of the Issuer in conformity with
         the laws of the State of Texas, including the Act, will be entitled to
         the benefit and security of the Agreement and the Indenture, and

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         will be enforceable in accordance with their terms, except that
         enforceability may be limited by laws relating to bankruptcy,
         reorganization or other similar laws affecting the rights of creditors.

                  (f) Neither the adoption of the Bond Resolution, the execution
         and delivery of this Bond Placement Agreement, the Bonds, the Indenture
         or the Agreement, nor the consummation of the transactions contemplated
         therein or the compliance with the provisions thereof, will conflict
         with, or constitute on the part of the Issuer a violation of, or a
         breach of or default under, any statute, indenture, mortgage,
         commitment, note or other agreement or instrument to which the Issuer
         is a party or by which it is bound, or under any provision of the Texas
         Constitution or under any existing law, rule, regulation, resolution,
         charter, judgment, order or decree to which the Issuer is subject,
         except that no representation is made by the Issuer as to compliance
         with applicable federal or state securities laws.

                  (g) Other than the Indenture and the Agreement, the Issuer has
         not entered into any contract or arrangement of any kind which might
         give rise to any lien or encumbrance on the Revenues.

                  (h) To the best of the Issuer's knowledge, there is no action,
         suit, proceeding, inquiry or investigation, at law or in equity, before
         or by any court, public board or body, pending or threatened against
         the Issuer, which in any way questions the powers of the Issuer
         referred to in paragraph (a) above, or the validity of any proceedings
         taken by the Issuer in connection with the issuance of the Bonds, or
         wherein an unfavorable decision, ruling or finding would materially
         adversely affect the transactions contemplated by, or the validity or
         enforceability of, the Bond Legislation, the Indenture, the Agreement,
         the Bonds or this Bond Placement Agreement.

                  (i) The Issuer hereby ratifies and authorizes the distribution
         and use of the Preliminary Offering Memorandum and the Offering
         Memorandum. The information contained in the Preliminary Offering
         Memorandum and the Offering Memorandum under the caption "THE ISSUER"
         was or will be, as of their

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         respective dates, and as of the Closing Date will be, true and correct
         and complete in all material respects. Except for the information under
         the caption "THE ISSUER", the Issuer has not provided any of the
         information contained in the Preliminary Offering Memorandum or the
         Offering Memorandum. The Issuer is not responsible for and does not
         certify as to the accuracy or sufficiency of the disclosure made
         therein or any of the information provided by the Borrower, the Bank,
         the Agent or any other person.

                  (j) Any certificate relating to the Bonds signed by the Issuer
         and delivered to McCall, Parkhurst & Horton ("Bond Counsel"), the
         original purchasers or the Agent at or before the Closing Date shall be
         deemed a representation and warranty by the Issuer to Bond Counsel, the
         original purchasers and the Agent, as to the truth of the statements
         therein contained.

                  (k) The Issuer has not been notified of any listing or
         proposed listing by the Internal Revenue Service to the effect that the
         Issuer is a bond issuer whose arbitrage certifications may not be
         relied on.

         4.  Borrower's Representations and Warranties.  The Borrower makes the
following representations and warranties:

                  (a) The Borrower is a corporation, duly organized and validly
         existing in good standing under the laws of the State of Texas, and has
         full legal right, power and authority to own the Borrower's properties
         and conduct the Borrower's business. The Borrower has full legal right,
         power and authority to execute and deliver this Bond Placement
         Agreement, the Note, the Bank Security Documents, the Agreement, the
         Letter of Credit Agreement and the Remarketing Agreement, to authorize
         the distribution and use of the Preliminary Offering Memorandum and the
         Offering Memorandum, to provide for the acquisition, construction,
         equipping, installation, operation and management of the Project, and
         to take any and all such action as may be required on its part to carry
         out, give effect to and consummate the transactions contemplated by
         this Bond Placement Agreement, the Agreement, the Remarketing Agreement
         and the Letter of Credit Agreement.


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                  (b) The Borrower has duly authorized, executed and delivered
         this Bond Placement Agreement, and on the Closing Date will have duly
         authorized, executed and delivered the Note, the Agreement, the Bank
         Security Documents, the Remarketing Agreement and the Letter of Credit
         Agreement, and has taken or will take all such action as may be
         required on the part of the Borrower to carry out, give effect to and
         consummate the transactions contemplated by each of such documents.
         This Bond Placement Agreement constitutes, and the Note, the Bank
         Security Documents, the Agreement, the Remarketing Agreement and the
         Letter of Credit Agreement, when executed and delivered, will
         constitute legal, valid and binding obligations of the Borrower,
         enforceable in accordance with their respective terms, except that
         enforceability may be limited by laws relating to bankruptcy,
         reorganization or other similar laws affecting the rights of creditors
         or by equitable principles which may affect the availability of
         specific performance or other equitable remedies.

                  (c) Neither the execution and delivery of this Bond Placement
         Agreement, the Note, the Agreement, the Bank Security Documents, the
         Remarketing Agreement or the Letter of Credit Agreement, nor the
         consummation of the transactions contemplated therein or the compliance
         with the provisions thereof, will conflict with, or constitute on the
         part of the Borrower a violation of, or a breach of or default under,
         the Borrower's articles of incorporation or bylaws or any material
         indenture, mortgage, commitment, note or other agreement or instrument
         to which the Borrower is a party or by which the Borrower is bound, or
         any order, rule or regulation of any court or governmental agency or
         body having jurisdiction over the Borrower or any of its activities or
         properties. All consents, approvals, authorizations and orders of
         governmental or regulatory authorities which are required for the
         Borrower's execution and delivery of, consummation of the transactions
         contemplated by and compliance with the provisions of this Bond
         Placement Agreement, the Note, the Bank Security Documents, the
         Agreement, the Remarketing Agreement and the Letter of Credit Agreement
         have been obtained.

                  (d)  There is no action, suit, proceeding, inquiry or
         investigation, at law or in equity, before or by any court,

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         public board or body, pending or, to the best of the knowledge of the
         Borrower, threatened, against the Borrower, or the actions taken or
         contemplated to be taken by the Borrower, nor, to the best of the
         knowledge of the Borrower, is there any basis therefor, which
         reasonably would be expected to materially adversely affect the
         business, financial condition or operations of the Borrower, or the
         transactions contemplated by, or the validity or enforceability of,
         this Bond Placement Agreement, the Note, the Bank Security Documents,
         the Agreement, the Remarketing Agreement or the Letter of Credit
         Agreement, or which would in any way jeopardize the tax-exempt status
         of the interest on the Bonds.

                  (e) No event has occurred and no condition exists which, upon
         issuance of the Bonds, would constitute (or with the giving of notice
         or lapse of time, or both, would constitute) an Event of Default under
         the Agreement or the Letter of Credit Agreement.

                  (f) The Borrower is not in violation of any provisions of, or
         in default under, its articles of incorporation or bylaws or any
         statute, indenture, mortgage, commitment, note or other agreement or
         instrument to which it is a party or by which it is bound, or any
         order, rule, regulation or decision of any court or governmental agency
         or body having jurisdiction over it or any of its activities or
         properties, which violation would materially and adversely affect its
         business or financial condition.

                  (g) The Borrower hereby ratifies and authorizes the
         distribution and use of the Preliminary Offering Memorandum and the
         Offering Memorandum. The information contained in the Preliminary
         Offering Memorandum and the Offering Memorandum (except for the
         information and statements under the captions "THE ISSUER" and "PRIVATE
         PLACEMENT OF BONDS", the information and statements under the caption
         "THE BONDS - Book Entry Only System" and matters relating thereto, and
         the information and statements in the Appendix thereto, as to which the
         Borrower makes no representations) was or will be, as of their
         respective dates, and as of the Closing Date will be, true, correct and
         complete in all material respects, and the Preliminary Offering
         Memorandum and the Offering Memorandum do not and will not contain any
         untrue or misleading statement of

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         a material fact or omit to state any material fact necessary to make
         the statements therein, in light of the circumstances under which they
         are made, not misleading.

                  (h) The Borrower will furnish such information, execute such
         instruments, and cooperate with the Agent as the Agent may reasonably
         request in order for the Agent (i) to qualify the Bonds, or perfect an
         exemption from registration, for offer and sale of the Bonds under the
         Blue Sky or other securities laws and regulations of such states and
         other jurisdictions of the United States as the Agent may designate,
         and (ii) to determine the eligibility of the Bonds for investment under
         the laws of such states and other jurisdictions, and the Borrower will
         use its best effort to continue such exemption or qualification in
         effect so long as required for distribution of the Bonds.

                  (i) Any certificate signed by any officer of the Borrower and
         delivered to the Issuer, Bond Counsel, the original purchasers of the
         Bonds, the Agent or the Bank at or before the Closing Date shall be
         deemed a representation and warranty by the Borrower to the Issuer,
         Bond Counsel, the original purchasers of the Bonds, the Agent and the
         Bank as to the truth of the statements therein contained.

         5. Covenants of the Issuer. The Issuer covenants that it will observe
all covenants of the Issuer in the Indenture and the Agreement and will not
issue or sell any bonds or obligations other than the Bonds (or any Additional
Bonds issued pursuant to the Indenture), the principal of, premium, if any, and
interest on which are payable in whole or in part from the Revenues or are to be
secured by any lien on, or pledge of, the Revenues.

         6. Covenants of the Borrower. The Borrower covenants as follows:

                  (a) The Borrower will apply the proceeds of the Bonds as
         provided in and subject to all of the terms and provisions of the
         Agreement and will observe all covenants of the Borrower in such
         instrument.

                  (b) The Borrower will take such action as may be
         reasonably requested to facilitate the timely consummation of

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         the transactions contemplated by this Bond Placement Agreement.

                  (c) The Borrower will notify the Issuer, the Agent and the
         Bank of any material adverse change in the business, properties or
         financial condition of the Borrower occurring before the Closing Date.

                  (d) The Borrower will not take any action or permit any action
         to be taken on its behalf or cause or permit any circumstance within
         its control to arise or continue, if such action would adversely affect
         the excludability from gross income for federal income tax purposes of
         the interest on the Bonds.

         7. Conditions to the Obligations of the Agent. The obligation of the
Agent to cause payment for the Bonds on the Closing Date shall be subject, at
the option of the Agent, to the accuracy in all material respects of the
representations and warranties on the part of the Issuer and the Borrower
contained herein as of the date hereof and as of the Closing Date, to the
accuracy in all material respects of the statements of the Issuer, the Bank, and
the Borrower made in any certificates or other documents furnished pursuant to
the provisions hereof, to the performance by the Issuer and the Borrower of
their respective obligations to be performed hereunder at or prior to the
Closing Date and to the following additional conditions:

                  (a) At the Closing Date, the Indenture, the Letter of
         Representations, the Agreement, the Note, the Bank Security Documents,
         the Letter of Credit Agreement and the Letter of Credit shall have been
         duly authorized, executed and delivered by the respective parties
         thereto, and the Offering Memorandum shall have been delivered to the
         Agent, and none of the foregoing agreements shall have been amended,
         modified or supplemented so as to materially affect the content
         thereof, except as may have been agreed to in writing by the Agent, and
         there shall have been taken in connection therewith, with the issuance
         of the Bonds, and with the transactions contemplated thereby and by
         this Bond Placement Agreement, all such actions as Kephart & Fisher,
         counsel to the Agent ("Agent's Counsel"), reasonably shall deem to be
         necessary and appropriate;


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                  (b) At the Closing Date, the Offering Memorandum shall not
         have been amended, modified or supplemented, except as may have been
         agreed to in writing by the Agent;

                  (c) At or prior to the Closing Date, no event shall have
         occurred or information become known which, in the reasonable judgment
         of the Agent, makes untrue in any material respect any statement or
         information contained in the Offering Memorandum or has the effect that
         the Offering Memorandum contains any untrue statement of a material
         fact or omits to state a material fact required to be stated therein or
         necessary to make the statements therein, in the light of the
         circumstances under which they were made, not misleading.

                  (d) At or prior to the Closing Date, the Agent shall have
         received an original or copies of the following documents, in each case
         satisfactory in form and substance to the Agent and in each case
         conforming in all material respects with any description thereof
         contained in the Offering Memorandum:

                       (i) The Indenture, the Letter of Representations, the
                  Agreement, the Bonds, the Letter of Credit Agreement, the
                  Letter of Credit, the Bank Security Documents, the Remarketing
                  Agreement and the Note, each duly executed and delivered by
                  the respective parties thereto, with such amendments,
                  modifications or supplements as may have been agreed to in
                  writing by the Agent;

                       (ii) The opinions of Jenkens & Gilchrist and Quarles &
                  Brady, counsel to the Borrower, dated the Closing Date, in
                  substantially the form attached hereto as Exhibits A and B,
                  respectively;

                       (iii) The opinion of Streich Lang, P.A., counsel to the
                  Bank, dated the Closing Date, in substantially the form
                  attached hereto as Exhibit C;

                       (iv) The opinions of McCall, Parkhurst & Horton, Bond
                  Counsel, and supplemental opinions of Bond Counsel, each dated
                  the Closing Date, in substantially the forms attached hereto
                  as Exhibits D and E, respectively;


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                       (v) The opinions of Kephart & Fisher, Agent's Counsel,
                  dated the Closing Date, in substantially the form attached
                  hereto as Exhibits F and G;

                       (vi) A certificate, dated the Closing Date, signed by a
                  duly authorized officer of the Bank, in substantially the form
                  attached hereto as Exhibit H;

                       (vii) A certificate, dated the Closing Date, signed by a
                  duly authorized official of the Issuer, in form satisfactory
                  to the Agent and the Agent's Counsel, to the effect that the
                  representations and warranties of the Issuer set forth in
                  Section 3 hereof are true, correct and complete on the date
                  thereof;

                       (viii) A certificate, dated the Closing Date, signed by a
                  duly authorized officer of the Borrower, in form satisfactory
                  to the Agent and the Agent's Counsel, to the effect that the
                  representations and warranties of the Borrower set forth in
                  Section 4 hereof are true, correct and complete on the date
                  thereof; and

                       (ix) Such additional legal opinions, certificates,
                  proceedings, instruments and other documents as the Agent or
                  Agent's Counsel may reasonably request to evidence compliance
                  by the Bank, the Trustee or the Borrower with legal
                  requirements of closing, and to certify the truth and
                  accuracy, as of the Closing Date, of the representations of
                  the Issuer and the Borrower contained herein and the due
                  performance or satisfaction by the Issuer and the Borrower at
                  or prior to such time of all agreements then to be performed
                  and all conditions then to be satisfied by each of them.

                  (e) Between the date hereof and the Closing Date, legislation
         shall not have been enacted by the Congress or be actively considered
         for enactment by Congress, or recommended to the Congress for passage
         by the President of the United States, or introduced to either house of
         the Congress, nor a decision rendered by any court of competent
         jurisdiction, or the Tax Court of the United States, nor any order,
         ruling, regulation or official statement made by the United States
         Treasury Department or the Internal Revenue Service, with the

                                       14
<PAGE>   16
         purpose or effect of imposing federal income taxation upon revenues or
         other income of the character derived by the Issuer under the Agreement
         or upon the interest to be paid on the Bonds or on bonds of the general
         character of the Bonds.

                  (f) Between the date hereof and the Closing Date, legislation
         shall not have been enacted by the Congress or be actively considered
         for enactment by Congress, or recommended to the Congress for enactment
         by the President of the United States, or introduced or favorably
         reported for passage to either house of the Congress, and neither a
         decision, order or decree of a court of competent jurisdiction, nor an
         order, ruling, regulation or official statement of or on behalf of the
         Securities and Exchange Commission shall have been rendered or made,
         with the purpose or effect that the issuance, offering or sale of the
         Bonds or any related security or obligations of the general character
         of the Bonds or any related security as contemplated hereby, or the
         execution and delivery of the Indenture, is or would be in violation of
         any provision of, or is or would be subject to registration or
         qualification requirements under, the Securities Act or the Trust
         Indenture Act.

                  (g) Between the date hereof and the Closing Date, there shall
         not have occurred any action by the Comptroller of the Currency, the
         Federal Reserve Board, the Federal Deposit Insurance Corporation, or
         any governmental agency or court which calls into question and validity
         or enforceability of
         the Letter of Credit.

                  (h) No event shall have occurred or fact exist which makes
         untrue, incorrect or inaccurate, in any material respect as of the time
         the same purports to speak, any statement or information contained in
         the Offering Memorandum, or which is not reflected in the Offering
         Memorandum but should be reflected therein as of the time and for the
         purpose for which the Offering Memorandum is to be used in order to
         make the statements and information contained therein not misleading in
         any material respect as of such time.

                  (i) None of the following shall have occurred:  (i)
         additional material restriction not in force as of the date hereof
         shall have been imposed upon trading in securities

                                       15
<PAGE>   17
         generally by any governmental authority or by any national securities
         exchange or such trading shall have been suspended; (ii) the New York
         Stock Exchange or other national securities exchange, or the National
         Association of Securities Dealers, Inc. or other national securities
         association, or the Municipal Securities Rulemaking Board or other
         similar national self-regulatory rule-making board, or any governmental
         authority, shall impose, as to the Bonds or similar obligations, any
         material restrictions not now in force, or increase materially those
         now in force, with respect to the extension of credit by, or change in
         the net capital requirements of, underwriters; (iii) a general banking
         moratorium shall have been declared by federal, New York, Arizona or
         Ohio authorities; or (iv) a war involving the United States of America,
         whether or not declared, or any other national or international
         calamity or crisis, or a financial crisis, shall have occurred, the
         effect of which, in the judgment of the Agent, would make it
         impracticable to market the Bonds or would materially and adversely
         affect the ability of the Agent to enforce contracts for the sale of
         the Bonds.

                  (j) All matters relating to this Bond Placement Agreement, the
         Offering Memorandum, the Bonds, the Bond Resolution, the Indenture, the
         Letter of Representations, the Agreement, the Note, the Bank Security
         Documents, the Letter of Credit, the Letter of Credit Agreement and the
         consummation of the transactions contemplated by this Bond Placement
         Agreement and the Offering Memorandum, shall be reasonably satisfactory
         to and subject to the approval of the Agent.

         If the conditions to the Agent's obligations contained in this Bond
Placement Agreement are not satisfied or if the Agent's obligations shall be
terminated for any reason permitted herein, this Bond Placement Agreement shall,
at the option of the Agent, terminate and neither the Agent, the Issuer, nor the
Borrower shall have any further obligations hereunder, except as provided in
Section 10 with respect to the payment of certain expenses.

         8.  No Pecuniary Liability of Issuer.  No provision, covenant, or
agreement contained in this Bond Placement Agreement, and no obligation herein
imposed upon the Issuer, or the breach thereof, shall constitute the debt or
indebtedness of the Issuer or the

                                       16
<PAGE>   18
State of Texas or any political subdivision thereof within the meaning of any
Texas constitutional provision or statutory limitation or shall constitute or
give rise to a pecuniary liability of the Issuer or the State of Texas or any
political subdivision thereof or a charge against its general credit or taxing
powers. In making the agreements, provisions and covenants set forth in this
Bond Placement Agreement, the Issuer has not obligated itself, except to the
extent that the Issuer is authorized to act pursuant to Texas law and except
with respect to the Revenues. The Issuer and any of its officials, officers or
employees shall have no monetary liability arising out of the obligations of the
Issuer hereunder or in connection with any covenant, representation or warranty
made by the Issuer herein, and neither the Issuer nor its officials shall be
obligated to pay any amounts in connection with the transactions contemplated
hereby other than from Revenues or other moneys received from the Borrower.

         9. Survival of Representations, Warranties, Covenants, Agreements and
Indemnities. All representations, warranties, covenants, agreements and
indemnities contained in this Bond Placement Agreement, or contained in the
certificates of members, officials, partners or officers of the Issuer or of the
Borrower submitted pursuant hereto, shall remain operative and in full force and
effect, regardless of any investigation by or on behalf of the Agent or any
person controlling the Agent, and shall survive delivery of the Bonds to the
Agent and payment therefor by the original purchasers.

         10. Expenses. All reasonable costs and expenses incident to the
performance of the Issuer's, the Agent's, and the Borrower's obligations in
connection with the authorization, issuance and sale of the Bonds shall be paid
by the Borrower including fees and expenses of the Issuer, including reasonable
fees and expenses of its counsel, fees and expenses of the Bank, including
reasonable fees and expenses of its counsel, fees and expenses of the Trustee,
reasonable fees and expenses of Bond Counsel and reasonable fees and expenses of
the Agent's Counsel. All such costs and expenses shall be paid by the Borrower
whether or not the Bonds are actually issued and sold. To the extent statements
for such costs and expenses are available on the Closing Date, the Borrower
shall pay such costs and expenses on the Closing Date.


                                       17
<PAGE>   19
         11.      Indemnification.

                  (a) General. The Agent and the Borrower (each, an
         "Indemnifying Party") each covenants and agrees to indemnify the other
         parties hereto and their respective directors, council members,
         officers, partners, trustees, representatives and employees and each
         person, if any, who controls any of such persons within the meaning of
         Section 20 of the Securities Exchange Act (collectively, the
         "Indemnified Parties") for, and to hold each Indemnified Party harmless
         against, all liabilities, claims, costs, losses and expenses (including
         without limitation, to the extent permitted by law, reasonable
         attorneys' fees and expenses), imposed upon or asserted against the
         Indemnified Parties:

                      (i) Under any statute or regulation, at law, in
                  equity or otherwise, insofar as those liabilities, claims,
                  costs, losses and expenses arise out of or are based upon any
                  untrue statement or alleged untrue statement of a material
                  fact with reference to the information referred to in Section
                  11(c) hereof contained in the Preliminary Offering Memorandum,
                  the Offering Memorandum, or any amendment thereof or
                  supplement thereto, or any other sales material used by the
                  Agent (provided that the Indemnifying Party shall have
                  approved in writing the use of such sales material), or which
                  arise out of or are based upon any omission or alleged
                  omission to state therein with reference to such information a
                  material fact which is required to be stated therein or which
                  is necessary to make the statements made therein, in light of
                  the circumstances under which they were made, not misleading;

                      (ii) Pursuant to any action, claim or proceeding brought
                  in connection with any of the foregoing; and

                      (iii) To the extent of the aggregate amount paid in
                  settlement of any actions, claims or proceedings, commenced or
                  threatened, based upon any untrue statement, alleged untrue
                  statement, omission or alleged omission described above, if
                  the settlement is effected with the written consent of the
                  Indemnifying Party;


                                       18
<PAGE>   20
         and (unless the Indemnifying Party assumes the defense of the
         applicable claim, suit, action or proceeding pursuant to paragraph (b)
         below) shall reimburse any legal or other expenses incurred reasonably
         by any Indemnified Party in connection with investigating and defending
         any liability, claim, cost, loss, expense, action or proceeding
         described above; provided, nothing herein shall require the
         Indemnifying Party to pay for any losses, claims, damages, liabilities
         or expenses resulting from the negligence or the willful misconduct of
         an Indemnified Party, if such Indemnified Party is the Agent or the
         Borrower or the respective members, directors, officers, partners,
         trustees, representatives and employees or controlling persons of the
         Agent or the Borrower. At the request and the expense of the
         Indemnifying Party, each Indemnified Party shall cooperate in making
         any investigation and defense of any action, claim or proceeding and
         shall assert appropriately the rights, privileges and defenses which
         are available to the Indemnified Party in connection therewith.

                  (b) Procedure. The Indemnified Party shall, in the event of
         any claim, suit, action or proceeding against it in respect of which
         indemnity may be sought on account of any indemnity agreement by the
         Indemnifying Parties contained herein, promptly give written notice
         thereof to the appropriate Indemnifying Parties. When such notice is
         given, the Indemnifying Party shall be entitled to participate at its
         own expense in the defense of, or if it so elects, to assume the
         defense of, such claim, suit, action or proceeding, in which event such
         defense shall be conducted by counsel chosen by the Indemnifying Party,
         but if the Indemnifying Party shall elect not to assume such defense,
         it shall reimburse such Indemnified Party or Parties for the reasonable
         fees and expenses of any counsel retained by them. The foregoing
         notwithstanding, in the event that the Indemnifying Party shall assume
         such defense and any Indemnified Party or Parties shall be advised by
         independent legal counsel that counsel selected by the Indemnifying
         Party is not fully and adequately protecting such party or parties and
         representing the interests of such party or parties, any such
         Indemnified Party or Parties shall have the right to conduct its or
         their own defense against any such claim, suit, action or proceeding in
         addition to or in lieu of any defense conducted by the

                                       19
<PAGE>   21
         Indemnifying Party, and the Indemnifying Party shall indemnify and hold
         harmless such Indemnified Party or Parties against and from any and all
         suits, claims, damages, liabilities or expenses whatsoever (including
         reasonable fees and expenses of counsel selected by such Indemnified
         Party or Parties) incurred by and arising out of or in connection with
         any such claim, suit, action or proceeding. An Indemnifying Party shall
         not be liable for the settlement of any claim, suit, action or
         proceeding effected without its consent, which consent shall not be
         withheld unreasonably.

                  (c) Indemnified Information.  The information as to which
         each Indemnifying Party hereto indemnifies the Indemnified
         Parties is as follows:

                           (i) The Borrower as Indemnifying Party:  the entire
                  Preliminary Offering Memorandum and the entire Offering
                  Memorandum, with the exception of the information set forth in
                  (ii) below; and

                           (ii) The Agent as Indemnifying Party:  information
                  in the section of the Preliminary Offering Memorandum and
                  the Offering Memorandum captioned "PRIVATE PLACEMENT OF
                  BONDS".

         12. Parties in Interest. This Bond Placement Agreement is made solely
for the benefit of the Agent, the Issuer, the Borrower and their respective
successors and assigns, and the Indemnified Parties, and no other person,
partnership, association or corporation shall acquire or have any rights under
or by virtue of this Bond Placement Agreement.

         13.  Notices.  Any notice or other communication to be given
to any party to this Bond Placement Agreement may be given by
delivering the same in writing at the respective addresses set
forth below:

            Issuer:                 Capital Industrial Development Corporation
                                    P. O. Box 1748
                                    5th Floor, Stokes Building
                                    Austin, Texas  78767

                                    Attn:  Darwin McKee, President

                                       20
<PAGE>   22
            Borrower:               CCIR of Texas Corp.
                                    c/o Continental Circuits Corp.
                                    3502 East Roeser Road
                                    Phoenix, Arizona  85040

                                    Attn: Mr. Steve Walters

            Agent:                  Banc One Capital Corporation
                                    150 East Gay Street
                                    Columbus, Ohio  43215

                                    Attn:  Mr. Thomas L. Whitman

         14. Severability. If any provisions of this Bond Placement Agreement
shall be held or deemed to be or shall, in fact, be inoperative, invalid or
unenforceable as applied in any particular case in any jurisdiction or
jurisdictions or in all jurisdictions because it conflicts with any provisions
of any constitution, statute, rule or public policy, or any other reason, such
circumstance shall not have the effect of rendering the provision in question
inoperative or unenforceable in any other case or circumstance, or of rendering
any other provision or provisions of this Bond Placement Agreement invalid,
inoperative or unenforceable to any extent whatever.

         15. Applicable Law.  This Bond Placement Agreement shall be
governed by and construed in accordance with the laws of the State
of Texas.

                  [Remainder of page left blank intentionally]


                                       21
<PAGE>   23
         16.  Counterparts.  This Bond Placement Agreement may be executed in
several counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.

                                        CAPITAL INDUSTRIAL DEVELOPMENT    
                                        CORPORATION                       
                                                                          
                                                                          
                                        By: /s/ Darwin McKee
                                           -------------------------------------
                                                                           
                                        Its: President
                                           ------------------------------------
                                                                          
                                                                          
                                        BANC ONE CAPITAL CORPORATION,     
                                        as Agent                          
                                                                          
                                                                          
                                        By: /s/ Thomas Whitman            
                                           -------------------------------------
                                           Senior Vice President             
                                                                          
                                                                          
                                        CCIR OF TEXAS CORP.               
                                                                          
                                                                          
                                        By: /s/ Joseph G. Anderson
                                           -------------------------------------
                                                                          
                                        Its: Vice President and Secretary
                                            ------------------------------------
                                                                          
                                             


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