


                                                                 Exhibit 10.68






                            ASSET PURCHASE AGREEMENT
                                 BY AND BETWEEN
                        SOLECTRON FEDERAL SYSTEMS, INC.,
                              SOLECTRON CORPORATION
                                       AND
                           TRIMBLE NAVIGATION LIMITED


<PAGE>


                        Asset Purchase Table of Contents

ARTICLE 1 DEFINITIONS..................................................1


ARTICLE 2 PURCHASE AND CONSIDERATION..................................10

   2.1   PURCHASE AND SALE OF ASSETS TO BE TRANSFERRED................10

   2.2   ASSETS NOT TO BE TRANSFERRED.................................11

   2.3   LIABILITIES AND OBLIGATIONS..................................11

   2.4   CONSIDERATION................................................12

   2.5   ADJUSTMENT OF PURCHASE PRICE.................................12

   2.6   TRANSFER TAXES...............................................13

   2.7   NONASSIGNABLE ASSETS.........................................13

   2.8   ALLOCATION...................................................13

   2.9   LICENSE OF ANCILLARY TECHNOLOGY..............................14


ARTICLE 3 CLOSING.....................................................14

   3.1   THE CLOSING..................................................14

   3.2   PAYMENT......................................................14

   3.3   BUYER'S ADDITIONAL DELIVERIES................................14

   3.4   SELLER'S DELIVERIES..........................................15

   3.5   PASSAGE OF TITLE ............................................15


ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF SELLER....................15

   4.1   ORGANIZATION OF SELLER.......................................16

   4.2   AUTHORIZATION................................................16

   4.3   TAXES........................................................16

   4.4   CONDITION OF ASSETS..........................................17

   4.5   GOVERNMENTAL PERMITS.........................................17

   4.6   TITLE TO TANGIBLE PROPERTY...................................17

   4.7   INTELLECTUAL PROPERTY........................................17

   4.8   EMPLOYEES....................................................17

   4.9   CONTRACTS....................................................18

   4.10  NO VIOLATION, LITIGATION OR REGULATORY ACTION ...............18

   4.11  ENVIRONMENTAL MATTERS .......................................19

   4.12  NO FINDER ...................................................20

   4.13  DISCLOSURE ..................................................20

   4.14  YEAR 2000 COMPLIANCE ........................................20


ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF BUYER.....................20

   5.1   ORGANIZATION OF BUYER........................................20

   5.2   AUTHORIZATION................................................21

   5.3   NO FINDER....................................................21

   5.4   CASH CONSIDERATION...........................................21

   5.5   DISCLOSURE...................................................22


ARTICLE 6 ACTION PRIOR TO THE CLOSING DATE............................22

   6.1   INVESTIGATION OF THE OPERATIONS BY BUYER.....................22

   6.2   PRESERVE ACCURACY OF REPRESENTATIONS AND WARRANTIES..........22

   6.3   TRANSFERRED AGREEMENTS.......................................23

   6.4   NOTICE OF CERTAIN MATTERS....................................23

   6.5   OPERATIONS PRIOR TO THE CLOSING..............................23

   6.6   GOVERNMENT FILINGS...........................................24

ARTICLE 7 ADDITIONAL AGREEMENTS.......................................25


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   7.1   EMPLOYMENT MATTERS...........................................25

   7.2   TAXES........................................................26

   7.3   BULK SALE....................................................27

   7.4   NON-SOLICITATION.............................................27

   7.5   INSPECTION OF LEASED FACILITY................................27

   7.6   TRANSITION SERVICES..........................................27

   7.7   PUBLICITY....................................................27

   7.8   CONFIDENTIALITY..............................................28


ARTICLE 8 CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER................28

   8.1   NO MISREPRESENTATION OR BREACH OF COVENANTS AND WARRANTIES...28

   8.2   NO RESTRAINT OR LITIGATION...................................28

   8.3   NECESSARY APPROVALS..........................................28

   8.4   EMPLOYEES....................................................28

   8.5   ADDITIONAL AGREEMENTS........................................29

   8.6   NO MATERIAL ADVERSE CHANGE...................................29


ARTICLE 9 CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER...............29

   9.1   NO MISREPRESENTATION OR BREACH OF COVENANTS AND WARRANTIES...29

   9.2   NO RESTRAINT OR LITIGATION...................................29

   9.3   NECESSARY APPROVALS..........................................29

   9.4   ADDITIONAL AGREEMENTS........................................29

   9.5   NO MATERIAL ADVERSE CHANGE...................................29


ARTICLE 10 INDEMNIFICATION............................................30

   10.1     INDEMNIFICATION BY SELLER; SELLER LIABILITY...............30

   10.2     INDEMNIFICATION BY BUYER..................................30

   10.3     NOTICE OF CLAIMS..........................................31

   10.4     THIRD PARTY CLAIMS........................................32

   10.5     ENVIRONMENTAL INDEMNIFICATION BY SELLER...................32

   10.6     ENVIRONMENTAL INDEMNIFICATION BY BUYER....................33

   10.7     SPECIAL UNDERSTANDING REGARDING PRE-EXISTING LEAD IN THE
            EXHAUST SYSTEM ...........................................34


ARTICLE 11 TERMINATION................................................34

   11.1     TERMINATION...............................................34

   11.2     NOTICE OF TERMINATION.....................................35

   11.3     EFFECT OF TERMINATION.....................................35


ARTICLE 12 GENERAL PROVISIONS.........................................35

   12.1     SURVIVAL OF OBLIGATIONS...................................35

   12.2     NOTICE....................................................35

   12.3     SUCCESSORS AND ASSIGNS....................................36

   12.4     ACCESS TO RECORDS AFTER CLOSING DATE......................36

   12.5     ENTIRE AGREEMENTS; AMENDMENTS.............................37

   12.6     INTERPRETATION............................................37

   12.7     WAIVERS...................................................37

   12.8     EXPENSES..................................................37

   12.9     PARTIAL INVALIDITY .......................................37

   12.10    GOVERNING LAW.............................................38

   12.11    DISPUTE RESOLUTION........................................38

   12.12    COUNTERPARTS..............................................38


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                                List of Exhibits




         Exhibit  A  -  Sublease Agreement  [not submitted in filing]

         Exhibit  B  -  Supply Agreement  [filed seperately]

         Exhibit C  -  Interim Financial Statement of Assets and Liabilities
                       (FSAL) [not submitted in filing]

         Exhibit D  -  Purchase Price Allocation

         Exhibit E  -  Description of Transition Services

         Exhibit F  -  Employee Transition Benefits [not submitted in filing]

         Exhibit G  -  Inventory



                                List of Schedules





         Schedule 2.1 -  Tangible Assets  [not submitted in filing]

         Schedule 2.1 -  Intangible Assets  [not submitted in filing]

         Schedule 2.1 -  Transferred Agreements  [not submitted in filing]

         Schedule 2.1 -  Transferred Permits  [not submitted in filing]

         Schedule 2.1 -  Expensed Assets  [not submitted in filing]

         Schedule 2.1 -  Inventory  [not submitted in filing]

         Schedule 4  -  Disclosure Letter exceptions to representations and
                        warranties  [not submitted in filing]

         Schedule 6.5 - Extraordinary course compensation commitments
                        [not submitted in filing]

         Schedule 7.1 -  Regular Employee List  [not submitted in filing]


                                       iii

<PAGE>



                            ASSET PURCHASE AGREEMENT

         This ASSET  PURCHASE  AGREEMENT  ("Agreement"),  dated as of August 10,
1999, is made and entered into by and between Solectron Federal Systems, Inc., a
Delaware corporation, Solectron Corporation, a Delaware Corporation (jointly and
severally,  "Solectron" or "Buyer") and Trimble Navigation Limited, a California
corporation  ("Trimble"  or  "Seller"),  each a "Party"  and  collectively,  the
"Parties".
                                    RECITALS
     A. Seller  desires to sell  certain  assets  related to aspects of Seller's
Global Positioning Systems operations in buildings 6, 8 and 10 ("Operations") of
Seller's campus in Sunnyvale,  California (the "Facility"), and Buyer desires to
purchase said assets related to the Operations in accordance  with the terms and
conditions of this Agreement.

     B. In  connection  with the sale of such assets by Seller to Buyer,  Seller
will release  certain  individuals  associated  with the  Operations  from their
employment  with  Seller,  and Buyer will  employ  such  individuals  as its own
employees, all in accordance with the terms and conditions of this Agreement.

     C.The Board of Directors of each of the parties  believes it is in the best
interests of such party and its respective  stockholders/shareholders  that this
transaction is undertaken and in furtherance  thereof,  the parties hereby enter
into the following Agreement.

         NOW,  THEREFORE,  in  consideration  of the foregoing  premises and the
mutual covenants, representations,  warranties, conditions and agreements herein
contained,  and for other  good and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as
follows:

                                    ARTICLE 1

                                   DEFINITIONS

     In this Agreement  (including exhibits and schedules),  the following terms
have the  meanings  specified  or  referred  to in this  Article  1 and shall be
equally applicable to both the singular and plural forms. Any agreement referred
to below shall mean such  agreement as amended,  supplemented  and modified from
time to time to the extent permitted by the applicable provisions thereof and by
this Agreement.

     "Additional  Agreements"  means  all  agreements  (including  exhibits  and
schedules),  instruments  and  documents  being or to be executed and  delivered
under this Agreement or in connection  herewith,  including,  but not limited to
the following: the Real Estate Sublease Agreement and the Supply Agreement.

     "Affiliate" means any entity which controls,  is controlled by, or is under
common  control  with,  Seller or Buyer,  as the case may be. An entity shall be
deemed to be in control


                                       1
<PAGE>



of another entity only if, and for so long as, it owns or controls more
than fifty percent (50%) of the shares of the subject entity entitled to vote in
the  election  of  directors  (or,  in  the  case  of an  entity  that  is not a
corporation, for the election of the corresponding managing authority).

     "Ancillary Technology" means specific Intellectual Property rights owned by
Seller or licensed by Seller and which can be sublicensed, which rights are used
in  connection  with the  Operations,  as listed  and  described  in the  Supply
Agreement.

     "Assumed   Liabilities"   has  the   meaning   specified   in  Section  2.3
("Liabilities and Obligations") hereof.

     "Benefit   Arrangement"   has  the   meaning   specified   in  Section  4.8
("Employees") hereof.

     "Bonus" has the meaning  specified  in Section 7.1  ("Employment  Matters")
hereof.

     "Buyer" has the meaning specified in the first paragraph of this Agreement.

     "Claim  Notice"  has the  meaning  specified  in Section  10.3  ("Notice of
Claims") hereof.

     "Closing" has the meaning specified in Section 3.1 ("The Closing") hereof.

     "Closing  Date" has the meaning  specified  in Section 3.1 ("The  Closing")
hereof.

     "Code" means the United States Internal Revenue Code of 1986, as amended.

     "Components"  means  component  parts,  raw  materials,  supplies and other
materials  which are of a type  generally  quantified  in bills of materials and
which are required for the Operations.


     "Contamination"  means the presence of any Hazardous  Material in the soil,
groundwater,  surface  water,  ambient  air,  or  building  or  other  materials
constituting  the referenced  property in a  concentration  that (a) exceeds the
concentration  allowed by applicable Federal and/or State Environmental Laws and
Governmental  Orders or, (b) requires  investigation,  remediation,  removal, or
monitoring  under  applicable  Federal  and/or  State   Environmental  Laws  and
Government Orders.

     "Disclosure Letter" has the meaning specified in the introductory paragraph
to Article 4 ("Representations and Warranties of Seller") hereof.

     "Disposal Facility" means all transporters,  locations, landfills, disposal
sites, storage sites,  treatment facilities,  recycles and incinerators to which
Hazardous  Materials  generated at an Operations  Property in connection  with a
Remediation Activity have been transferred or transported for storage, treatment
or disposal.

     "DOJ" has the  meaning  specified  in Section  6.6  ("Government  Filings")
hereof.


                                       2
<PAGE>


     "Encumbrance" means any lien, claim, charge,  security interest,  mortgage,
pledge, easement, conditional sale or other title retention agreement, defect in
title, covenant or other restrictions of any kind.

     "Environmental Laws" mean all Requirements of Laws which relate to the use,
handling,  transportation,   production,  spill,  leaking,  pumping,  injection,
deposit, disposal, discharge,  dispersal, release, threatened release, leaching,
migration,  emission,  sale,  or storage of, or the exposure of any Person to, a
Hazardous Material.

     "ERISA"  means the Employee  Retirement  Income  Security  Act of 1974,  as
amended.

     "Excess"  means those  Components  related to the  Operations  which are in
excess of that which is  necessary to satisfy  Seller's  forecast for the period
beginning on the Closing Date and ending on the one year anniversary.

     "Excluded  Assets" has the meaning specified in Section 2.2 ("Assets Not to
be Transferred") hereof.

     "Expensed  Assets" has the meaning  specified in Section 2.1 ("Purchase and
Sale of Assets to be Transferred") hereof.

     "Expenses"  means  any and all  costs  and  expenses  incurred,  including,
without limitation,  court filing fees, court costs,  arbitration fees or costs,
witness fees, and reasonable fees and expenses of legal counsel,  investigators,
expert witnesses, consultants, accountants and other professionals.

     "FTC" has the meaning specified in Section 6.6 hereof.

     "Final FSAL" has the meaning specified in Section 2.5 ("Adjustment of
Purchase Price") hereof.

     "GAAP" means the  generally  accepted  accounting  principles in the United
States, applied consistently with prior periods.

     "Governmental  Body" means any  foreign,  federal,  state,  county,  local,
district,  public authority,  public agency, or any other political subdivision,
public corporation,  or governmental or regulatory  authority whether foreign or
domestic.

     "Governmental Order" means any legally enforceable  judgment,  order, award
or decree of any foreign,  federal,  state, local or other court or tribunal, or
any Governmental Body and any final binding award in any arbitration proceeding.

     "Governmental   Permits"   has  the  meaning   specified   in  Section  4.5
("Governmental Permits") hereof.

     "HSR Act" has the meaning specified in Section 6.6 ("Governmental Filings")
hereof.

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<PAGE>


     "Hazardous  Material" means any material or substance that is prohibited or
regulated by any  Requirements  of Law to be  radioactive,  toxic,  hazardous or
otherwise a danger to human health,  or the  environment,  excluding  office and
janitorial supplies, and other similar substances.

     "Hazardous   Material   Activity"  means  the   transportation,   transfer,
recycling,  storage,  use,  treatment,  manufacture,   investigation,   removal,
remediation, release, exposure of any Person to, or sale or distribution of, any
Hazardous Material or any equipment or product containing a Hazardous Material.

     "Indemnified  Party"  means a Person  indemnified  pursuant to Section 10.3
("Notice of Claims") hereof.

     "Indemnitor" means a Person providing  indemnification  pursuant to Section
10.3 ("Notice of Claims") hereof.

     "Instrument  of Assignment"  means an instrument of assignment  executed by
Seller conveying the Purchased Assets to Buyer.

     "Instrument  of Assumption"  means an instrument of assumption  executed by
Buyer assuming the Assumed Liabilities.

     "Intangible Assets" has the meaning specified in Section 2.1 ("Purchase and
Sale of Assets to be Transferred") hereof.

     "Intellectual Property" means

          (a)  inventions,  whether  or not  patentable,  whether  or not
               reduced  to  practice,  and  whether  or not yet  made the
               subject of a pending patent application or applications;

          (b)  ideas and  conceptions of potentially  patentable  subject
               matter,   including   without   limitation,   any   patent
               disclosures,  whether  or  not  reduced  to  practice  and
               whether or not yet made the  subject  of a pending  patent
               application or applications;

          (c)  all worldwide statutory invention registrations,  patents,
               patent  registrations and patent  applications  (including
               all       reissues,       divisions,        continuations,
               continuations-in-part,  extensions and reexaminations) and
               all rights therein provided by law, multinational treaties
               or  conventions  and all  improvements  to the  inventions
               disclosed in each such registration, patent or application
               (collectively "Patents");

          (d)  trademarks, service marks, trade dress, logos, trade names
               and  corporate  names,   including  all  of  the  goodwill
               associated therewith, whether or not registered, including
               all common law rights,  and registrations and applications
               for registration thereof,  including,  but not limited to,
               all marks


                                       4
<PAGE>

               registered in the United States  Patent and Trademark  Office,
               the Trademark Offices of the States and Territories of the
               United  States of America,  and the  trademark  offices of
               other nations throughout the world, and all rights therein
               provided  by   multinational   treaties   or   conventions
               (collectively "Trademarks");

          (e)  copyrights,  whether or not registered,  and registrations
               and applications for registration  thereof, and all rights
               therein  provided  by  law,   multinational   treaties  or
               conventions (collectively "Copyrights");

          (f)  mask works or registrations of mask works;

          (g)  trade  secrets  and  confidential,  technical  information
               (including ideas, formulas, compositions,  inventions, and
               conceptions   of   inventions    whether   patentable   or
               unpatentable  and  whether  or not  reduced  to  practice)
               (collectively "Trade Secrets");

          (h)  technology     (including    know-how    and    show-how),
               manufacturing  and  production  processes and  techniques,
               research   and    development    information,    drawings,
               specifications,  designs, plans, proposals, technical data
               and copyrightable works, whether secret or confidential or
               not;

          (i)  copies and all tangible  embodiments  of all of the  foregoing,
               in whatever form or medium;

          (j)  all rights to obtain and rights to apply for patents, and to
               register  trademarks and  copyrights;  and

          (k)  all rights to sue for and recover and retain damages,  costs or
               attorneys' fees for present and past  infringement of any of the
               intellectual property rights hereinabove set out.


     "Interim  FSAL" has the meaning  specified in Section 3.2  ("Adjustment  of
Purchase Price") hereof.

     "Inventory"  means all non-Excess,  non-Obsolete  raw materials,  supplies,
Components, work-in-process related to the Operations.

     "IRS" means the Internal Revenue Service of the United States of America.

     "Knowledge"  or  "knowledge"   means  a  party's  actual   knowledge  after
reasonable  inquiry  of its  directors,  officers,  and other  management  level
employees reasonably believed to have knowledge in such matters.

     "Leased  Facility"  means that  portion of Seller's  facility  that will be
subleased by Seller to Buyer as of the Closing Date, pursuant to the Real estate
Sublease Agreement.


                                       5
<PAGE>

     "Losses"  means  any  and  all  losses,  costs,  obligations,  liabilities,
settlement payments,  awards, judgments,  fines, penalties,  damages,  Expenses,
deficiencies or other charges.

     "New  Regular   Personnel"  means  Regular  Personnel  who  become  Buyer's
personnel as of the Closing Date.

     "Nonassignable   Asset"  has  the   meaning   specified   in  Section   2.7
("Nonassignable Assets") hereof.

     "Nonexclusive   Asset"  has  the   meaning   specified   in   Section   2.7
("Nonassignable Assets") hereof.

     "Obsolete" means parts, spares, products or Components which either have no
useful life or cannot be  incorporated  or used in the  manufacturer of Seller's
products within the foreseeable future.

     "Operations" has the meaning specified in the Recitals to this Agreement.

     "Operations Property" means any real or personal property, plant, building,
facility, structure, underground storage tank, equipment or unit, or other asset
which is now or has at any time been owned,  leased or operated by Seller in the
conduct  of the  Operations  or used by or for the  benefit  of  Seller  and the
Operations,  including,  without limitation,  the Leased Facility and only those
applicable Purchased Assets.

     "OSHA" means the Occupational  Safety and Health Act, 29 U.S.C.  ss.ss. 651
et seq.,  any amendment  thereto,  any successor  statute,  and any  regulations
promulgated thereunder.

     "Permitted Encumbrances" means

          (a)  liens for taxes and other governmental charges and assessments
               which are not yet due and payable;

          (b)  liens of landlords and liens of carriers, warehousemen, mechanics
               and materialmen and other like liens arising in the ordinary
               course of business for sums not yet due and payable;

          (c)  liens being contested in good faith by appropriate legal
               proceedings; and

          (d)  other liens or imperfections on property which are not material
               in amount  or  do  not  materially  detract  from  the  value of
               or materially  impair the existing  use of the  property
               affected by such lien or imperfection.

     "Person" means any individual, corporation,  partnership, limited liability
company, joint venture, association,  joint-stock company, trust, unincorporated
organization, Governmental Body or any other entity.

                                       6
<PAGE>

     "Pre-Existing  Environmental  Liabilities"  means all Losses arising out of
any of the following:

         A.       the presence of Contamination

                  (i)  originating at or in any of the Operations Property
         included in the Purchased Assets on or before the Closing Date,

                 (ii)  at or in any of the  Operations  Property  or any  other
         property  at any time as a  consequence  of, and  caused  by,  Seller's
         Release or  generation  of Hazardous  Material on or before the Closing
         Date originating at the Leased Facility in the course of the conduct of
         the Operations on or before the Closing Date or

                (iii)  the  presence  on the Leased  Facility  on or before the
         Closing Date of a condition, to the extent that such condition causes a
         Release of  Hazardous  Material to the  environment  or which  violates
         applicable Environmental Laws.

         B.       any Hazardous Material Activity or Remediation Activity
conducted in the course of the Operations

                  (i) on the Leased Facility on or before the Closing Date,

                 (ii) at any  time on any  Operations  Property  including  the
         Purchased  Assets  other  than the  Leased  Facility  on or before  the
         Closing Date or

                (iii) at any time on or before the Closing Date by any Seller
         Group Member or its agents, employees or contractors.

         C.       the exposure of any employee of any Seller Group Member, or
any other Person in violation of Environmental Laws

                  (i) to any Contamination described in sub-part (a) above,
         at any time,

                 (ii) to any Hazardous Material located at the Leased Facility,
         to the extent  that such  exposure  occurred  on or before the  Closing
         Date, or

                (iii) to any  Hazardous  Material  in the  course  of or as a
         consequence of any Hazardous Material Activity or Remediation  Activity
         conducted  (A) on or  before  the  Closing  Date  with  respect  to the
         Operations  or (B) by any  Seller  Group  Member  or  their  respective
         agents,  employees or  contractors at any time on or before the Closing
         Date; or

         D.       the presence at any Disposal Facility of any Hazardous
Material that is generated in the course of the Operations and

                  (i) shipped from the Leased Facility at any time on or before
         the Closing Date,



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<PAGE>

                  (ii) shipped from any other Operations Property at any time,
          or

                 (iii) shipped by any Seller Group Member or their respective
          agents, employees or contractors at any time on or before the Closing
          Date.

     "Purchase Price" has the meaning specified in Section 3.2 ("Consideration")
hereof.

     "Purchased  Assets" has the meaning specified in Section 2.1 ("Purchase and
Sale of Assets to be Transferred") hereof.

     "Real Estate Sublease  Agreement"  means the agreement  whereby Seller will
sublease  the  Facility to Buyer  commencing  as of the Closing Date in the form
attached as Exhibit A ("Sublease Agreement").

     "Records and Manuals" has the meaning  specified in Section 2.1  ("Purchase
and Sale of Assets to be Transferred") hereof.

     "Regular  Personnel"  means all  employees  of the  Seller  engaged  in the
Operations as of immediately prior to the Closing Date.

     "Release"  means  any  spilling,   leaking,  pumping,  pouring,   emitting,
emptying, discharging, injecting, escaping, leaching, dumping or dispersing into
the environment.

     "Remediation     Activity"    means    any    reporting,     investigation,
characterization,   feasibility  study,  health  assessment,   risk  assessment,
remediation,  treatment, recycling, removal, transport, monitoring,  maintenance
or  any  other  activity  incident  to a  Release,  threatened  Release,  or the
investigation,  remediation or removal,  of a Hazardous Material existing on any
Operations  Property  or  the  air,  soil,  ground  water,   surface  water,  or
improvements thereof.

     "Representatives"  means officers,  directors,  employees and agents of the
respective parties.

     "Requirements  of  Laws"  means  any  applicable  and  legally  enforceable
foreign,  federal,  state and local laws, statutes,  regulations,  rules, codes,
ordinances,   judgments,   injunctions,  decrees,  orders,  permits,  approvals,
treaties,  enacted,  adopted,  issued or  promulgated by any  Governmental  Body
(including,  without  limitation,  those  pertaining  to  electrical,  building,
zoning, environmental and occupational safety and health requirements) or common
law.

     "Retained   Liabilities"   has  the  meaning   specified   in  Section  2.3
("Liabilities  and Obligations")  hereof.

     "Seller"  has  the  meaning  specified  in  the  first  paragraph  of  this
Agreement.

     "Solectron"  has the  meaning  specified  in the  first  paragraph  of this
Agreement.


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<PAGE>

     "Successor" means any

     (a)  direct  or  indirect  successor  (by  purchase  of  any  asset(s),
          purchase of any stock, purchase of a partnership interest, merger,
          acquisition,  reorganization,  or other similar  transaction) of a
          principal,

     (b)  any assignee or transferee, of any right, title or interest in the
          assets of the  principal,  or any portion  thereof,  as  permitted
          under this Agreement, and

     (c)  any direct successor to any of the foregoing.

     "Supply Agreement" means the agreement whereby Buyer will supply certain of
Seller's worldwide market  requirements for global positioning systems products,
which  agreement will be in the form attached as Exhibit B ("Supply  Agreement")
hereof.

     "Tangible  Assets" has the meaning  specified in Section 2.1 ("Purchase and
Sale of Assets to be Transferred") hereof.

     "Tax" means any federal, state, local or foreign net income, alternative or
add-on minimum,  gross income, gross receipts,  property,  sales, use, transfer,
gains, license, excise, employment,  value-added,  registration, stamp, payroll,
withholding or minimum tax, or any other tax custom,  duty,  governmental fee or
other  like  assessment  or charge  of any kind  whatsoever,  together  with any
interest or any penalty,  addition to tax or  additional  amount  imposed by any
Governmental Body.

     "Tax Return" means any return,  report or similar statement  required to be
filed with respect to any Taxes including,  without limitation,  any information
return, claim for refund, amended return and declaration of estimated Tax.


     "Third Party Licenses" means the licenses and other agreements  included in
the Transferred Agreements that relate to this Agreement.

     "Third  Party  Technology"  means all  software,  technology,  know-how  or
processes of third  parties  under  license to Seller by third party vendors and
suppliers.

     "Transfer  Taxes"  means all sales  taxes,  use  taxes,  conveyance  taxes,
transfer taxes,  filing fees,  recording fees,  reporting fees and other similar
duties, taxes and fees, if any, imposed upon, or resulting from, the transfer of
the  Purchased  Assets  hereunder,  except  federal,  state,  or local income or
similar  taxes  based upon or measure by  revenue,  income,  profit or gain from
transfer  of the  Purchased  Assets or the conduct of the  Operations  or by any
increase in the value of any of the Purchased Assets through the Closing Date.


     "Transferred   Agreements"  has  the  meaning   specified  in  Section  2.1
("Purchase and Sale of Assets to be Transferred") hereof.

     "Transferred  Permits" has the meaning  specified in Section 2.1 ("Purchase
and Sale of Assets to be Transferred") hereof.


                                       9
<PAGE>

     "Y2K  Compliant"  means,  with respect to any  software or  hardware,  that
neither  performance nor any function shall be adversely affected by dates prior
to,  during or after the year 2000.  In  particular  and  without  limiting  the
generality of the  foregoing,  (i) no value for current date will cause directly
or  indirectly  any  material  interruption  in  operation,  (ii) each  material
date-based  function  shall behave  consistently  for dates prior to, during and
after the year 2000,  (iii) in all interfaces  and data storage,  the century in
any date must be specified  either  explicitly or by  unambiguous  algorithms or
interferencing rules, and (iv) the year 2000 must be recognized as a leap year.

                                    ARTICLE 2

                           PURCHASE AND CONSIDERATION

2.1       Purchase and Sale of Assets to be Transferred.

         (a) On the terms and subject to the conditions of this Agreement, as of
the Closing Date, Seller agrees to sell, transfer, convey, assign and deliver to
Buyer,  and Buyer agrees to buy and acquire  from Seller,  free and clear of all
Encumbrances other than Permitted Encumbrances, all right, title and interest of
Seller in and to the following  assets and goodwill related to the Operations as
of the Closing Date (collectively, the "Purchased Assets"):

         (i) all tangible assets listed on Schedule 2.1(a)(i)("Tangible Assets")
 hereto;

        (ii) all intangible assets related to the Operations listed on Schedule
2.1(a)(ii) ("Intangible Assets") hereto;

       (iii) the   agreements   listed   on   Schedule   2.1(a)(iii)   hereto
("Transferred Agreements");

        (iv) the permits listed on Schedule 2.1(a)(iv) hereto
("Transferred Permits");

         (v) All  repair  and  maintenance  records  and  operation  manuals in
Trimble's  possession  at the Closing Date that relate to the  Purchased  Assets
("Records  and  Manuals")  provided,  however  that Seller  shall be entitled to
retain  and use as Seller  deems fit such  copies  of each of such  Records  and
Manuals as Seller may determine; and

        (vi) those  expensed  assets of Seller  used  solely  to  support  the
Operations  and tangible  personal  property of Seller used solely in connection
with the Operations as listed on Schedule 2.1(a)(vi) ("Expensed Assets") hereto.

        (b) Seller  agrees to sell,  transfer,  convey,  assign and deliver to
Buyer,  and Buyer agrees to buy and acquire  from Seller,  free and clear of all
Encumbrances other than Permitted Encumbrances, all right, title and interest of
Seller in and to the  Inventory  on the terms and subject to the  conditions  of
Exhibit G  ("Inventory")  hereto.  Prior to such sale,  Seller shall consign the
Inventory  to Buyer on the terms and  subject  to the  conditions  of  Exhibit G
("Inventory") hereto.


                                       10
<PAGE>

        (c) With  respect  to  the  unscheduled,   expensed  assets  otherwise
designated by Seller in writing to Buyer, Seller shall permit Buyer no more than
seven  (7)  days  prior  to the  Closing  Date  to  identify  with a  label  any
unscheduled  assets to indicate that they shall be  transferred to Buyer as part
of the transactions contemplated hereunder.

2.2       Assets Not to be Transferred.

         Seller  shall  retain and Buyer shall not  acquire any right,  title or
interest of Seller in or to any of  Seller's  assets,  other than the  Purchased
Assets including, without limitation, the following (collectively, the "Excluded
Assets"):

         (a)      all cash, bank accounts and cash equivalents;

         (b)      all accounts and notes receivable;

         (c)      all telephone, telex and facsimile numbers;

         (d)      Seller's financial, tax and accounting records;

         (e)      Facility leases; and

         (f) assets,  rights or properties used by Seller in connection with any
of its businesses other than the Operations.

2.3      Liabilities and Obligations.

         (a) As of the  Closing  Date,  Buyer  agrees  to only  assume  and pay,
perform or otherwise  discharge the  obligations  associated  with the following
(collectively, the "Assumed Liabilities"):

         (i) Purchased Assets,  Transferred  Agreements and Transferred Permits,
arising from and after the Closing Date, and

         (ii) liabilities and obligations with respect to New Regular Personnel.

         (b) Except as set forth in Section  2.3(a)  hereof and  notwithstanding
anything else in this Agreement to the contrary,  Buyer shall not assume or have
any responsibility for any liability,  obligation or commitment of any nature of
Seller,  or associated with the Operations prior to the Closing,  whether now or
hereafter existing,  known or unknown,  accrued or unaccrued or due to come due,
including, without limitation, the Pre-Existing Environmental Liabilities, those
liabilities, if any, listed on the Disclosure Letter and those other liabilities
and  obligations  specifically  identified  as  "Retained  Liabilities"  in this
Agreement (collectively,  the "Retained  Liabilities").  Seller acknowledges and
agrees that it shall be fully  responsible for all such Retained  Liabilities in
accordance with the terms of Article 10 hereof.

         (c) Nothing  herein shall be deemed to deprive  Buyer of any  defenses,
  set-offs or counterclaims  which Seller may have had or which Buyer shall have
  with respect to any of


                                       11
<PAGE>

the Assumed Liabilities (collectively, the "Defenses and Claims"). Effective
at the Closing, Seller agrees to assign, transfer and convey to Buyer all
Defenses and Claims and agrees to cooperate with Buyer (at Buyers expense) to
maintain, secure, perfect and enforce such Defenses and Claims including the
execution of any documents, the giving of testimony or the taking of any such
other action as is reasonably requested by Buyer in connection with such
Defenses and Claims.

2.4      Consideration.

         The  consideration  for  the  transfer  of the  Purchased  Assets  (the
"Purchase Price") shall be the Determined Value of the Purchased Assets,  all as
determined pursuant to Section 2.5 ("Adjustment of Purchase Price") below.

2.5      Adjustment of Purchase Price.

              (a) Within  forty-five  (45) days after the  Closing,  Seller will
prepare  and  deliver  to  Buyer a  Final  Financial  Statement  of  Assets  and
Liabilities ("Final FSAL") reflecting the purchase price of the Purchased Assets
and any  Assumed  Liabilities  as of the Closing  Date.  The Final FSAL shall be
true,  accurate and prepared (to the extent  applicable) in a manner  consistent
with the Interim Financial  Statement of Assets and Liabilities  attached hereto
as Exhibit C ("Interim FASL") and (to the extent  applicable) in accordance with
the Seller's  accounting  policies and practices  which are in  compliance  with
GAAP,  and will fairly  present,  as of the Closing Date, [*] (the sum of all of
the foregoing  collectively referred to as the "Determined Value"). In the event
of any dispute  regarding  the final FSAL  (other than net book value  amounts),
such dispute  shall be resolved in  accordance  with the  provisions  of Section
12.14 ("Dispute  Resolution")  hereof.  Buyer may not dispute any net book value
amounts  contained  in the Final FSAL and no dispute  may be  asserted by either
Party unless the aggregate of all disputed amounts related to the Final FSAL are
in excess of Twenty Five Thousand Dollars ($25,000.00). Any notice of dispute by
either  Party  must  be in  writing  and  must  contain  a  reasonably  detailed
description of the nature of the dispute.

              (b) In the event the  Purchase  Price  exceeds  the  Closing  Date
Payment (as hereinafter  defined) Buyer shall, within thirty (30) days following
delivery to Buyer of the Final FSAL (the  "Dispute  Period"),  (i)  identify any
portions of the Final FSAL which may be subject to dispute,  and (ii) deliver to
Seller cash in an amount equal to the difference  between the Purchase Price and
the Closing Date Payment,  reduced only by the amount  identified as provided in
subsection  (i) above,  by wire transfer of immediately  available  funds to the
bank account designated by Seller. In the event the Closing Date Payment exceeds
the Purchase  Price and Buyer does not dispute the Final FSAL, the Seller shall,
not later than thirty (30) days  following  delivery to Buyer of the Final FSAL,
deliver to Buyer cash in an amount equal to such  difference by wire transfer of
immediately available funds to the bank account



[*]-CERTAIN INFORMATION AS INDICATED ON THIS PAGE HAS BEEN OMITTED AND FILED
    SEPARATELY WITH THE COMMMISSION. CONFIDENTAL TREATEMENT HAS BEEN REQUESTED
    WITH RESPCECT TO THE OMITTED PORTIONS.

                                       12
<PAGE>


designated  by Buyer.  Buyer's  failure  to  deliver a written notice of dispute
to seller within the applicable Dispute Period shall be deemed acceptance of
the Final FSAL.

2.6      Transfer Taxes.

         Transfer  Taxes shall be paid by Buyer.  Seller  shall  cooperate  with
Buyer to the extent  reasonably  requested and legally permitted to minimize any
Transfer Taxes.

2.7      Nonassignable Assets.

         To the extent that any Purchased Asset is not capable of being assigned
to Buyer without the consent,  approval or waiver of a third Person,  or if such
assignment or attempted  assignment would constitute a breach thereof or default
thereunder (each a "Nonassignable  Asset"), or to the extent that the assignment
of any such  contract is not  practicable  because it also relates to an area of
Seller's  business  other than the  Operations  (each a  "Nonexclusive  Asset"),
nothing  in  this  Agreement  will  constitute  an  assignment  or  require  the
assignment thereof except to the extent provided in this Section 2.7.

         Notwithstanding  anything  contained in this Agreement to the contrary,
Seller  will  not be  obligated  to  assign  to  Buyer  any of  its  rights  and
obligations  in and to any of the  Nonassignable  Assets  without  first  having
obtained all  consents,  approvals and waivers  necessary  for such  assignment;
provided,  however, that Seller shall use its reasonable efforts (which will not
under any circumstances include the payment of money or litigation of claims) to
obtain all such consents, approvals and waivers prior to the Closing and, if the
Closing occurs, will use reasonable efforts after the Closing Date to obtain all
such  consents,  approvals  and  waivers.  Buyer will  cooperate  with Seller in
Seller's efforts to obtain all required consents,  approvals and waivers. If any
such consent  shall not be obtained,  Seller and Buyer shall  cooperate to enter
into a reasonable and mutually agreeable resolution (including,  but not limited
to equitably  adjusting  the Purchase  Price).  As to the  Nonexclusive  Assets,
Seller  shall use  reasonable  efforts  (which will not under any  circumstances
include the payment of money or litigation of claims) to effect an assignment of
rights  with  respect  to the  parts  of such  Nonexclusive  Asset  that  relate
exclusively to the Operations (if practicable) or, alternatively,  to enter into
new agreements with respect to the parts of each Nonexclusive  Asset that relate
exclusively to the Operations.

2.8      Allocation.

         Each of the parties agrees to report this  transaction  for foreign and
domestic state and federal tax purposes in accordance with the allocations set
forth in Exhibit D ("Purchase  Price  Allocation").  Buyer and Seller agree to
use such allocation in filing any applicable report,  form or filing made with
applicable  taxing  authorities.  If any taxing authority makes or proposes an
allocation  different  from  that set  forth in  Exhibit  D  ("Purchase  Price
Allocation"),  Buyer and Seller shall  cooperate with each other in good faith
to contest  such  taxing  authority's  allocation  (or  proposed  allocation);
provided however, that, after consultation with all parties adversely affected
by such allocation (or proposed  allocation),  any other party hereto may file
such protective claims or returns as may be reasonably required to protect its
interests. Each party requesting cooperation shall reimburse the

                                       13
<PAGE>

cooperating  party  for  its  reasonable   out-of-pocket  expenses  (including
reasonable legal fees and expenses) incurred in rendering such cooperation.

2.9      License of Ancillary Technology.

         Subject to and upon the terms and conditions of this Agreement,  at the
Closing, Seller agrees to grant Buyer the right to use Ancillary Technology in
connection  with the  conduct  of the  Operations  as  provided  in the Supply
Agreement.

                                    ARTICLE 3

                                     CLOSING

3.1      The Closing.

         The  transactions  contemplated  by this Agreement shall be consummated
(the  "Closing")  at  the  Administration  Building  (building  5) of  Solectron
Corporation at 10:00 a.m.,  local time, on August 13, 1999, or such other place,
time and date as the parties  shall  agree  provided,  however,  that the Seller
shall have the right to extend such date for up to fourteen (14) days on written
notice to Buyer given on or before  August 11, 1999.  The time and date on which
the Closing is actually held is referred to herein as the "Closing Date."

3.2      Payment.

         Subject to fulfillment or waiver of the conditions set forth in Article
8 ("Conditions  Precedent to Obligations of Buyer") below, at the Closing, Buyer
shall pay Seller a cash amount equal to the Determined Value as reflected on the
Interim  FSAL (the  "Closing  Date  Payment")  by wire  transfer of  immediately
available funds to the bank account designated by Seller.

3.3      Buyer's Additional Deliveries.

         Subject to fulfillment or waiver of the conditions set forth in Article
8 ("Conditions  Precedent to Obligations of Buyer"),  at the Closing Buyer shall
deliver  to  Seller,  in  addition  to  the  Closing  Date  Payment,  all of the
following:
                  (a) Certificate of the secretary or an assistant  secretary of
Buyer, dated the Closing Date, in form and substance reasonably  satisfactory to
Seller, as to the resolutions of the Board of Directors of Buyer authorizing the
execution  and  performance  of this  Agreement  by Buyer  and the  contemplated
transactions;
                  (b)  The   certificate   contemplated   by  Section  9.1  ("No
Misrepresentation or Breach of Covenants and Warranties") below, duly executed
by any Vice President or the President of Buyer;

                  (c)      The Instrument of Assumption duly executed by Buyer;


                                       14
<PAGE>

                  (d) The Real Estate Sublease Agreement duly executed by Buyer;
and

                 (e) The Supply Agreement duly executed by Buyer.

3.4       Seller's Deliveries.

         Subject to fulfillment or waiver of the conditions set forth in Article
9 ("Conditions Precedent to Obligations of Seller"), at the Closing Seller shall
deliver to Buyer all of the following:

                  (a) Certificate of the secretary or an assistant  secretary of
Seller, dated the Closing Date, in form and substance reasonably  satisfactory
to  Buyer,  as to  the  resolutions  of  the  Board  of  Directors  of  Seller
authorizing   the  execution  and   performance  of  this  Agreement  and  the
contemplated transactions;

                  (b)  The   certificates   contemplated  by  Section  8.1  ("No
Misrepresentations  or  Breach  of  Covenants  and  Warranties")  below,  duly
executed by Seller;

                  (c)  The Instrument of Assignment duly executed by Seller;

                  (d)  Certificates  of title or origin (or like documents) with
respect to any Tangible  Assets for which a certificate  of title or origin is
required in order to transfer title;

                  (e) All consents, waivers or approvals required to be obtained
by Seller with respect to the  Purchased  Assets or the  consummation  of the
transactions contemplated by this Agreement;

                  (f)  Such  other   bills  of  sale,   assignments   and  other
instruments of transfer or conveyance as Buyer may reasonably  request or as
may be  otherwise  necessary  to evidence  and effect the sale,  assignment,
transfer, conveyance and delivery of the Purchased Assets to Buyer;

                  (g) The  Real  Estate  Sublease  Agreement  duly  executed  by
Seller; and

                  (h) The Supply Agreement duly executed by Seller.

3.5      Passage of Title.

         Legal and  equitable  title and risk of loss with respect to all of the
Purchased Assets shall pass to Buyer on the transfer of the Purchased Assets
at the Closing.

                                    ARTICLE 4

                    REPRESENTATIONS AND WARRANTIES OF SELLER

         Except as set forth in  Schedule  4 hereto  (the  "Disclosure  Letter")
Seller represents and warrants to Buyer as follows as of the Effective Date:


                                       15
<PAGE>

4.1      Organization of Seller.

         Seller is a corporation  duly organized,  validly  existing and in good
standing under the laws of its  jurisdiction.  Seller is duly qualified to carry
on the  Operations  as now  conducted  and is in  good  standing  in each of the
jurisdictions  in which the ownership or leasing of the Purchased  Assets or the
conduct of the  Operations  requires such  qualification,  unless the absence of
qualification  would not have a material  adverse effect on the Purchased Assets
or the Operations. Seller has the requisite corporate power and authority to own
or  lease  and to  operate  and use the  Purchased  Assets  and to  carry on the
Operations as now conducted.

4.2       Authorization.

          (a)  Seller  has all necessary  power and authority to execute,
deliver and perform  this  Agreement  and  all  of  the  Additional  Agreements
and to consummate the transactions contemplated hereby and thereby. The
execution, delivery and performance of this Agreement and the Additional
Agreements by Seller have been duly and validly  authorized and approved by all
required corporate proceedings on the part of Seller, and do not require any
further authorization  or consent  of  Seller.  This  Agreement  has been,  and
the Additional Agreements,  upon execution and delivery by Seller will be, duly
authorized, executed and delivered by Seller.

          (b) Neither the execution and delivery of this Agreement or any of the
Additional   Agreements  or  the   consummation  of  any  of  the   transactions
contemplated  hereby or thereby nor compliance with or fulfillment of the terms,
conditions  and provisions  hereof or thereof will: (i) violate,  conflict with,
result in a breach of the terms,  conditions or  provisions  of, or constitute a
default,  an event of  default  or an event  creating  rights  of  acceleration,
termination or cancellation or a loss of rights under, or result in the creation
or imposition of any Encumbrance  upon any of the Purchased Assets under (A) the
organizational  documents of Seller, (B) any other note, instrument,  agreement,
mortgage, lease, license, franchise, permit or authorization, right, restriction
or obligation to which Seller is a party or any of its  properties is subject or
by which Seller or any of its properties is bound, (C) any Governmental Order to
which Seller is a party or any of its  properties  is subject or by which Seller
or any of its  properties is bound,  or (D) any  Requirements  of Laws affecting
Seller or its property; or (ii) except for any filings required to be made under
the HSR Act,  require the  approval,  consent,  authorization  or act of, or the
making by Seller of any declaration, filing or registration with, any Person.

4.3      Taxes.

         There are (and as of  immediately  following  the Closing there will
be) no Encumbrances  on the Purchased  Assets relating to or attributable to
Taxes other than Permitted Encumbrances. Seller has no knowledge of any basis
for the  assertion of any such claims  which,  if adversely  determined,  would
materially  and  adversely  effect  Buyer or Buyer's  use of the  Purchased
Assets or result in an  Encumbrance  on the  Purchased  Assets,  other than
Permitted  Encumbrances.  None  of the  Purchased  Assets  are  treated  as
"tax-exempt use property" within the meaning of Section 168(h) of the Code.


                                       16
<PAGE>


4.4      Condition of Assets.

         The Tangible Assets are in good and serviceable  condition,  subject to
reasonable wear and tear.  Except as expressly set forth in this Agreement,  the
Purchased  Assets  are  provided  as is and  without  any  express,  implied  or
statutory  warranties  of any kind,  including,  but not  limited to the implied
warranties   of   merchantability,   fitness  for  a   particular   purpose  and
non-infringement of third party rights.

4.5      Governmental Permits.

         Seller owns,  holds or possesses  all  material  licenses,  franchises,
permits,  privileges,  immunities,  approvals  and other  authorizations  from a
Governmental Body which are necessary to entitle it to own or lease, operate and
use  the  Purchased   Assets  and  to  carry  on  and  conduct  the   Operations
substantially as currently conducted (collectively, the "Governmental Permits").

4.6      Title to Tangible Property.

         Seller has good and  indefeasible  title to all of the Tangible Assets,
free and clear of all Encumbrances other than Permitted Encumbrances.  Except as
set forth in Schedule 4, the Purchased Assets constitute all of the assets which
Seller has used in the conduct of the  Operations as now conducted by Seller and
the Purchased  Assets are all located at the Leased  Facility.  Upon delivery to
Buyer on the Closing Date of the instruments of transfer contemplated by Section
3.4 (Seller's Deliveries") above, Seller will thereby transfer to Buyer good and
indefeasible title to the Tangible Assets,  free and clear of Encumbrances other
than Permitted Encumbrances.

4.7      Intellectual Property.

         There are no pending  actions of which Seller has received  notice,
and no Person has made or, to Seller's knowledge, threatened to make, a claim
that the  operation  of the  Operations  infringes  or  otherwise  violates  the
Intellectual Property right of such Person. Except as set forth in Schedule
4, to Seller's knowledge,  the current operation of the Operations does not
infringe  or  otherwise  violate  any  Intellectual  Property  right of any
Person.

4.8      Employees

         (a) Buyer will not have, as a consequence of the transactions
contemplated hereby,  any liability or obligation  with respect to or under any
employee benefit plan (as such term is defined in Section  3(3) of ERISA),
and each other plan, program or arrangement, whether written or oral, providing
for compensation  or benefits in connection with the performance of services to
Seller  and  maintained  by  Seller  with  respect  to  Regular   Personnel
(collectively,  "Benefit  Arrangements")  or any other Seller employees and
all such matters shall constitute "Retained Liabilities" hereunder.


                                       17
<PAGE>

          (b) Insofar as it pertains to the  Operations,  Seller is not a party
to or bound by any union contract and has not experienced  any strike, grievance
or any arbitration proceeding, claim of unfair labor practices filed or, to
Seller's  knowledge,  threatened  to be filed or any other  material  labor
difficulty. To Seller's knowledge, no organizational effort is being or has
been made or  threatened by or on behalf of any labor union with respect to
any  employees  of  Seller  pertaining  to  the  Operations.   To  Seller's
knowledge,  except  as  described  on  Schedule  7.1,  none of the  Regular
Personnel listed on Schedule 7.1 is involved in or is otherwise threatening
a potential labor dispute.

4.9      Contracts.

         Each  Transferred  Agreement  constitutes  a valid,  legal and  binding
obligation of the respective  parties  thereto  (assuming that such  Transferred
Agreements are binding on all parties  thereto other than Seller;  Seller has no
knowledge to the contrary);  and no defenses,  offsets, or counterclaims thereto
have been asserted by any party thereto.  Seller has not received  notice of any
default under any of such Transferred Agreements.  To Seller's knowledge,  there
are no existing defaults or events of default,  real or claimed, or events which
with notice or lapse of time or both would  constitute a material  default under
any  Transferred  Agreement.  To Seller's  knowledge,  there exists no actual or
threatened  termination,  cancellation,  or  limitation  of,  or any  amendment,
modification, or change to any Transferred Agreement.

         Seller is neither  renegotiating any of the Transferred  Agreements nor
is it paying  liquidated  damages in lieu of  performance  thereunder.  Any such
Transferred  Agreements  may be  transferred to Buyer pursuant to this Agreement
and will  continue  in full force and effect  thereafter,  in each case  without
breaching the terms thereof or resulting in the  forfeiture or impairment of any
rights thereunder and without the consent,  approval or act of, or the making of
any filing with, any Person.  Complete and correct copies of each of the written
Transferred   Agreements  have  heretofore  been  delivered  or  otherwise  made
available to Buyer by Seller.

4.10     No Violation, Litigation or Regulatory Action

         a) The  Purchased  Assets  and their  current  use by Seller comply in
all material respects with all applicable Requirements of Laws and Governmental
Orders,

         b) Seller has complied in all material  respects with all  Requirements
of Laws and Governmental  Orders which are applicable to the Purchased Assets or
the Operations,

         c) There are no lawsuits,  claims,  suits,  proceedings  or
investigations pending of which Seller has received notice or, to the knowledge
of Seller, threatened  against or affecting  Seller in respect of the Purchased
Assets or the Operations,  and there are no lawsuits, suits or proceedings
pending in which  Seller is the  plaintiff  or  claimant  and  which  relate to
the Purchased Assets or the Operations; nor to Seller's knowledge, is there any
basis for the same, and


                                       18
<PAGE>


          d) There is no action,  suit or proceeding  pending of which the
Seller has received notice or, to the knowledge of Seller  threatened  which
questions the legality of the transactions contemplated by this Agreement.

4.11     Environmental Matters

          (a)  To  Seller's  knowledge,  neither  Seller,  with  respect  to the
Purchased Assets, the Operations or any of the Operations  Property,  nor any of
the past or present  Operations,  is subject to any pending or ongoing  judicial
proceeding  of which Seller has received  written  notice,  Governmental  Order,
investigation,  written notice of claim or demand,  or settlement with or before
any Governmental Body or other Person (including  without limitation any present
or prior owner or operator of Operations Property) respecting

         (i)   any material violation of Environmental Laws,

         (ii)  any Remediation Activities,

         (iii) the conduct of Hazardous Material Activities  associated with the
Operations, or

         (iv)  any claim of Losses arising from  Contamination  or the Release
or threatened Release of Hazardous Material.

         Seller has not, with respect to the Operations or the Purchased Assets,
filed nor does  Seller  intend to file any  written  notice or report  under any
Environmental  Laws reporting a violation by Seller of any Environmental Laws or
any  Release of  Hazardous  Material  to the  environment.  In the five (5) year
period prior to the Closing Date, to Seller's knowledge, Seller has not received
any  written  notice or claim to the  effect  that it is or may be liable to any
Person as a result of the Release or  threatened  Release of Hazardous  Material
into the environment

         (i)   arising  out  of or  relating  in  any  way  to  past  or present
Operations,  or

         (ii)  from the  Leased  Facility  or any  other  Operations Property.

         (b)   To Seller's knowledge, no Contamination is present on, in or
under the Leased  Facility,  and no  material  Release  has  occurred  on the
Leased Facility or any other Operations Property in connection with the conduct
of the  Operations  by the Seller  which would be required to be reported to a
Governmental Body under  Environmental  Laws. Other than Hazardous Material
reasonably  necessary  for  the  conduct  of the  Operations  as  presently
conducted and properly stored in accordance  with applicable  Environmental
Laws, no Hazardous Material will be stored at the Leased Facility as of the
Closing Date.

         (c)   To Seller's knowledge, any asbestos-containing material which is
on or part  of the  Leased  Facility (excluding  any  raw  materials used in the
manufacture of products or products  themselves) is in good repair  according to
the current standards and practices governing such material, and its presence or
condition  does not violate any applicable  Environmental  Laws. To the Seller's
knowledge, none of the products Seller has

                                       19
<PAGE>

manufactured, distributed or sold in connection with the Operations
contains asbestos-containing material.

        (d)    To Seller's knowledge, all Hazardous Material Activities
conducted at the Leased Facility or the Operations Property or in  connection
with past or present Operations (i) have been  conducted in material compliance
with applicable Environmental Laws and (ii) have not resulted in Seller's
receipt of a written notice claiming that Seller's exposure of any  Person to
Hazardous Material in a manner which has or will cause an adverse health effect
to said Person.

4.12     No Finder.

         Neither  Seller nor any Person  acting on its behalf has paid or become
obligated to pay any fee or commission to any broker, finder or intermediary for
or on account of the transactions contemplated by this Agreement.

4.13     Disclosure.

          None of the representations or warranties of Seller contained herein,
none of the information  contained in the exhibits and schedules attached hereto
or in the Additional  Agreements (including exhibits and schedules attached
thereto)  contains or will contain any untrue  statement of a material fact
or  omits or will  omit to  state a  material  fact  necessary  to make the
statements  herein or therein,  in light of the circumstances in which they
were made, not misleading.

4.14     Year 2000 Compliance.

         Seller represents that to the extent  applicable,  the Purchased Assets
transferred to Buyer are Year 2000 compliant as defined herein.  With respect to
non-Y2K Compliant assets identified on Schedule 4.14, Trimble and Solectron will
cooperate over the 45 day period following the Closing to bring such assets into
mutually  acceptable  compliance,  or to develop a mutually  acceptable plan for
compliance,  or to make the risk level mutually acceptable,  consistent with the
degree  of  importance  of such  assets to the  activities  to be  performed  by
Solectron for Trimble under the Supply Agreement. Trimble will bear any required
hardware and software replacement purchase costs.

                                    ARTICLE 5

                     REPRESENTATIONS AND WARRANTIES OF BUYER

     Buyer  hereby  represents  and  warrants  to  Seller  and  agrees as of the
effective date:


5.1      Organization of Buyer

         Buyer  is an  entity  duly  organized,  validly  existing  and in  good
standing  under the laws of its  jurisdiction.  If Buyer conducts the operations
upon the Closing,  it will be duly qualified to carry on the Operations and will
be in good standing in


                                       20
<PAGE>

the State of California.  Buyer has full corporate power and authority to own or
lease and to  operate  and use its  properties  and  assets  and to carry on its
business as now conducted.

5.2      Authorization.

          (a) Buyer has full power and authority to execute, deliver and perform
this Agreement  and  all of the  Additional  Agreements  and to  consummate  the
transactions  contemplated hereby and thereby. The execution,  delivery and
performance of this  Agreement and the Additional  Agreements by Buyer have
been duly  authorized and approved by the board of directors of Buyer,  and
do not  require  any  further  authorization  or  consent  of  Buyer.  This
Agreement  has been,  and the  Additional  Agreements,  upon  execution and
delivery by Buyer will be,  duly  authorized,  executed  and  delivered  by
Buyer.

          (b) Neither the  execution  and  delivery of this  Agreement  or any
of the Additional  Agreements  or the  consummation  of  any of the transactions
contemplated  hereby or thereby nor  compliance  with or fulfillment of the
terms, conditions and provisions hereof or thereof will:

          (i) violate,  conflict with, result in a breach of the terms,
conditions or provisions  of, or  constitute  a default, an event or default or
an event creating rights of  acceleration,  termination or cancellation or a
loss of rights under

         (ii) the organizational documents of Buyer,

         (iii) any other note, instrument,  agreement, mortgage, lease, license,
franchise,  permit or authorization,  right,  restriction or obligation to which
Buyer is a party or any of its properties is subject or by which Buyer or any of
its properties is bound,

         (iv) any  Governmental  Order  to which  Buyer is a party or any of its
properties is subject or by which Buyer or any of its properties is bound, or

         (v) any Requirements of Laws affecting Buyer or its property; or

         (vi)  except  for any  filings  required  to be made under the HSR Act,
require the approval,  consent,  authorization or act of, or the making
by Buyer of any declaration, filing or registration with, any person.


5.3      No Finder.

         Neither  Buyer nor any  Person  acting on its behalf has paid or become
obligated to pay any fee or commission to any broker, finder or intermediary for
or on account of the transactions contemplated by this Agreement.

5.4      Cash Consideration.

          Buyer will, at the Closing,  have available sufficient cash to enable
it to perform its obligations under this Agreement.


                                       21
<PAGE>


5.5      Disclosure.

         None of the  representations  or warranties of Buyer contained  herein,
none of the information  contained in the exhibits and schedules attached hereto
or in the  Additional  Agreements  (including  exhibits and  schedules  attached
hereto)  contains or will contain any untrue  statement  off a material  fact or
omits or will omit to state a material  fact  necessary  to make the  statements
herein or therein,  in light of the  circumstances  in which they were made, not
misleading.


                                    ARTICLE 6

                        ACTION PRIOR TO THE CLOSING DATE

          The  respective  parties  hereto  covenant and agree to take the
following actions prior to the Closing.


6.1      Investigation of the Operations by Buyer.

         Prior  to the  Closing,  upon  reasonable  advance  notice  by Buyer to
Seller,   Seller  shall  afford  to  the  officers,   employees  and  authorized
representatives  of Buyer (including,  without  limitation,  independent  public
accountants and attorneys) reasonable access during normal business hours to the
offices,  properties,   employees  and  business  records  (excluding  financial
records)  but  including   computer  files,   retrieval   programs  and  similar
documentation)  of Seller with respect to the  Operations  and shall  furnish to
Buyer or its authorized  representatives such additional  information concerning
the  Purchased  Assets  and the  Operations  as shall be  reasonably  requested,
including all such information as shall be reasonably  necessary to enable Buyer
or its  representatives  to  verify  the  accuracy  of the  representations  and
warranties  contained in this Agreement,  to verify that the covenants of Seller
contained in this Agreement have been complied with and to determine whether the
conditions  set forth in Article 8  ("Conditions  Precedent  to  Obligations  of
Buyer") have been  satisfied.  Such  investigation  shall be conducted in such a
manner as not to interfere  with the  Operations,  and Seller shall have no duty
hereunder to provide access to Buyer to any  information as to which Seller owes
any  Person  a duty of  confidentiality  without  such  Person's  prior  written
consent. No investigation made by Buyer or its  representatives  hereunder shall
affect the express representations and warranties of Seller.

6.2      Preserve Accuracy of Representations and Warranties.

         Each of the parties  hereto shall  refrain from taking any action which
would render any  representation or warranty contained in Article 4 or 5 of this
Agreement not to be true and correct in all material  respects as of the Closing
Date.  Each  party  shall  promptly  notify  the  other of any  action,  suit or
proceeding  that  shall  be  instituted  or  threatened  against  such  party to
restrain,  prohibit or  otherwise  challenge  the  legality  of any  transaction
contemplated by


                                       22
<PAGE>

this  Agreement.  Seller shall  promptly  notify  Buyer of any  lawsuit,  claim,
proceeding or investigation that is threatened,  brought,  asserted or commenced
against  Seller  which would have been set forth in Schedule 4 if such  lawsuit,
claim, proceeding or investigation had arisen prior to the date hereof.

6.3      Transferred Agreements.

         Subject to Section 2.7 ("Nonassignable  Assets")  hereof,  Seller will
use commercially  reasonable  efforts to secure,  before the Closing Date,  the
consent,  approval or waiver, in form and substance reasonably satisfactory
to Buyer,  from any  Person to any  Transferred  Agreement  required  to be
obtained to assign or transfer any such agreements to Buyer or to otherwise
satisfy the  conditions  set forth in Section 8.3  ("Necessary  Approvals")
hereof; provided that neither Seller nor Buyer shall have any obligation to
offer or pay any  consideration  in order to obtain  any such  consents  or
approvals; and provided,  further, that Seller shall not make any agreement
or  understanding  affecting  the Purchased  Assets or the  Operations as a
condition for obtaining any such consents or waivers  except with the prior
written consent of Buyer not to be unreasonably withheld. During the period
prior to the Closing,  Buyer shall use commercially  reasonable  efforts to
cooperate  and assist  Seller in  obtaining  the  consents,  approvals  and
waivers contemplated by this Section 6.3.


6.4      Notice of Certain Matters.

         Without  limiting  either party's right to rely on the  representations
and  warranties as set forth herein,  each of Buyer and Seller shall provide the
other party with prompt  written notice with respect to any material facts which
arise between the date of this Agreement and the Closing Date which, if they had
occurred  and been known  prior to the date of this  Agreement,  would have been
required  to have  been  disclosed  in  order to make  the  representations  and
warranties contained in Articles 4 and 5 true and correct as of the date of this
Agreement.  In addition,  Seller shall provide Buyer with prompt  written notice
if,  between  the date  hereof and the  Closing  Date,  there is a change in the
Purchased  Assets or the Operations  which has or may be reasonably  expected to
materially  and  adversely  affect the  Operations.  Subject  to the  applicable
confidentiality  provisions  of this  Agreement,  during the period prior to the
Closing,  Seller will as promptly as reasonably possible under the circumstances
advise Buyer in writing of

         (a) any notice or other  communication  from any third Person  alleging
that the consent of such third Person is or may be required in  connection  with
the transactions contemplated by this Agreement, and

         (b)  any  material   default   under  any   Transferred   Agreement  or
Governmental  Permit or event which, with notice or lapse of time or both, would
become  such a default on or prior to the Closing  Date and of which  Seller has
knowledge.

6.5      Operations Prior to the Closing.

         Except as expressly contemplated by this Agreement or as described in
Schedule 6.5,


                                       23
<PAGE>


         (i)  Seller  shall  operate  and  carry on the  Operations  only in the
ordinary course and substantially as presently operated,  and in compliance with
all  Requirements  of Laws,  Governmental  Orders,  and the binding  agreements,
covenants and restrictions applicable thereto;

         (ii) Seller shall keep and maintain the Purchased  Assets in reasonably
good  operating  condition and repair  (reasonable  wear and tear excepted) and,
except to the  extent  specifically  agreed to in  writing  by Buyer,  shall use
commercially  reasonable  efforts to maintain the business  organization  of the
Operations  intact and to preserve the goodwill of the  suppliers,  contractors,
employees,  customers  and other  Persons  having  business  relations  with the
Operations to the extent necessary to continue to conduct the Operations and

          In furtherance of the foregoing subsection, and without limitation
thereof, except as  expressly  contemplated  by this  Agreement  or except with
the express written approval of Buyer, Seller shall

         (i) use the Purchased Assets in the usual, regular and ordinary course
and in substantially the same manner as heretofore used,

         (ii) continue to make payments when due and not slow down those
payments as compared to its normal payment  procedures  and to perform its
obligations under the leases,  contracts,  commitments and other agreements
included in the Purchased Assets,

         (iii) maintain insurance against loss or damage to the Purchased Assets
and such other insurance with respect to the Purchased Assets as has heretofore
been maintained,

         (iv) not sell,  dispose of,  encumber or enter into any  agreement for
the sale,  disposition  or  encumbrance  of,  all or any part of the  Purchased
Assets,  except in the  ordinary  course of business  consistent  with past
practice,

         (v) with  respect to any employee who is or would  thereby  become
Regular Personnel  listed on Schedule 7.1, not enter into any  employment
contract or, except in the ordinary course of business, increase any such
employee's compensation or benefits, and

         (vi) not enter  into any  contracts  or  commitments  with  respect to
the Operations not in the ordinary  course of business that involve  receipt or
payment of more than $50,000 in the aggregate.


6.6      Government Filings.

         Seller and Buyer shall each have filed a  pre-merger  notification  and
report form and all documentary  attachments thereto to be filed with the United
States Federal Trade Commission ("FTC") and the Antitrust Division of the United
States Department of Justice ("DOJ") pursuant to the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and the rules and regulations  promulgated
thereunder ("HSR Act").  Seller and Buyer shall each pay their respective filing
fees required by the HSR Act or otherwise in connection with

                                       24
<PAGE>


<PAGE>


the transactions  contemplated by this Section.  Seller and Buyer shall file any
additional  information  requested by the FTC, the DOJ or any other Governmental
Body in connection with this Agreement or the transactions  contemplated  hereby
as soon as  practicable  after  receipt of any  legally  valid  request for such
information.  Neither Seller nor Buyer shall  unreasonably  take or fail to take
any action  which  reasonably  could be expected to have the effect of delaying,
impairing or impeding the receipt of approval under the HSR Act as  contemplated
by this  Section  6.6,  provided,  however,  that  this  sentence  shall  not be
construed to require  either party to transfer or assign  rights or other assets
to a third Person.

                                    ARTICLE 7

                              ADDITIONAL AGREEMENTS

7.1      Employment Matters.

         (a) Schedule 7.1 contains: (i) a list of all Regular Personnel who
shall be offered  employment  as New  Regular  Personnel  and (ii)  the base
salary provided by Seller to any such  employees as of the  Effective  Date. At
or prior to Closing, Buyer will offer in writing employment to all individuals
who are Regular  Personnel  and are listed on Schedule  7.1 with  salaries,
bonus  payments,  vacation time and other  employee  benefits and terms and
conditions  substantially  similar to (or in the discretion of Buyer,  more
favorable  than)  those  that  exist  for the  employment  of each  Regular
Personnel by Seller immediately prior to the Closing.  Such employment,  if
accepted by Regular  Personnel,  shall become effective  immediately on the
Closing Date.

         (b)  Seller  shall  terminate  each of the  Regular  Personnel  who has
accepted (and not withdrawn) an offer of employment extended pursuant to Section
7.1(a) above on and as of the Closing  Date.  Nothing  contained in this Section
7.1 is intended or shall be deemed to;

         (i)  require  Buyer to employ New  Regular  Personnel  for any fixed or
predetermined  time after the Closing as all such employment shall be "at will,"
or
         (ii) confer upon any employee of Seller,  past, present, or future, any
rights of  employment  of any nature,  it being  understood  and agreed that the
provisions  of this  Section 7.1 are  intended to set forth an  agreement  among
Buyer and Seller,  and are not intended to benefit any Persons not party to this
Agreement, including such employees.

         (c) From the date hereof to the Closing  Date,  Seller  agrees to
cooperate with Buyer in  recruiting  and hiring Regular  Personnel who shall be
offered employment as New Regular Personnel as contemplated in Section 7.1(a)
above.

         (d) Buyer and Seller shall offer the New Regular Employees benefits
under a employee  retention  program  ("Employee  Transition  Benefits")
identified and described  in  Exhibit  F which  is  referenced  hereto  and
made  part of this Agreement.


                                       25
<PAGE>

         (e) New Regular  Personnel shall be employed  subject to Buyer's
customary compensation  and  benefit  policies,  including,  but  not  limited
to,  bonus policies,  overtime,  shift premium,  paid time off, other similar
policies and vacation policies. Subject to Section 7.1(a) above, Buyer reserves
the right, in its sole  discretion,  to change  elements of the  employment
compensation  and benefits  provided its  employees, including  and New Regular
Personnel  hired pursuant to this Section 7.1.

        (f) Notwithstanding  anything to the contrary herein, Regular Personnel
listed on  Schedule  7.1 who, on the Closing  Date,  are  employed in the United
States  pursuant to a work or training  visa shall be offered  employment as New
Regular  Personnel of Buyer at such times,  and under such terms and conditions,
as Seller and Buyer shall agree.  Prospective new employees of the Operations to
whom Seller has made offers prior to the Closing, shall be offered employment as
New Regular Personnel of Buyer only if Seller and Buyer so agree.

        (g) Upon each offer of employment  Buyer shall request from New Regular
Personnel and provide to Seller a signed  release and consent to the transfer by
Seller to Buyer of the personnel records of such employee  maintained by Seller.
Copies of all  personnel  records of each  employee  who signs such  release and
consent shall be  transferred  by Seller to Buyer as soon as  practicable  after
such  release and consent is  provided  to Seller.  With  respect to New Regular
Personnel  who do not sign such  release  and  consent,  only the  name,  Seller
employee  number,  social  security  number,  W-4  income tax  withholding  form
information,  current job assignment,  current rate of wages or salary,  and the
amount  of  service  completed  with  Seller  and  its  subsidiaries   shall  be
transferred.  In the  event  any  applicable  laws or  regulations  prohibit  or
restrict the transfer of personnel  information pursuant to this paragraph,  the
obligations  of Seller shall be to transfer  only such  information  as shall be
permitted by such laws or regulations.

        (h) Seller has  undertaken  reasonable  efforts to complete  and retain
legally  prescribed I-9 employment  forms on all New Regular  Personnel hired by
Seller since the  effective  date of the  requirements  to complete  such forms.
Seller will transfer all such forms to Buyer together with the personnel records
transferred pursuant to this paragraph (i).

7.2      Taxes.

         Notwithstanding    anything    to   the    contrary   in   Article   10
("Indemnification")  below,  and  subject  to  the  provisions  of  Section  2.6
("Transfer Taxes"), Seller shall be responsible for and pay all Taxes of Seller,
the  Operations  or the  Purchased  Assets  arising at any time with  respect to
periods  ending on or prior to the Closing Date,  including the portion of real,
personal or other property Taxes attributable to such periods and all such Taxes
shall constitute Retained Liabilities.

         To the extent  relevant  to the  Purchased  Assets and the  Operations,
Seller shall:

provide Buyer,  at Buyer's  expense,  with such  assistance as may reasonably be
required in connection  with the  preparation  of any Buyer's Tax Return and the
conduct of any audit or other  examination by any taxing  authority  relating or
pertaining to any and all Taxes

                                       26
<PAGE>

attributable to or levied upon the Operations  and/or the Purchased Assets after
the  Closing  or in  connection  with  judicial  or  administrative  proceedings
relating to any liability for Taxes attributable to or levied upon the Operation
and/or the Purchased Assets after the Closing.

7.3      Bulk Sale.

         Buyer and Seller hereby waive  compliance with any applicable bulk sale
laws in connection with the transactions contemplated by this Agreement.

7.4      Non-Solicitation.

         Seller and Buyer each agree, for a period of thirty (30) months  after
the Closing Date,  that it shall not solicit,  any employees of the other party
or other party's  Affiliates  to work for Seller or Buyer,  as the case may
be, or its Affiliates,  in any capacity,  without the prior written consent
of the other party.


7.5      Inspection of Leased Facility.

         Seller shall  permit,  on  reasonable  notice from Buyer at  reasonable
times,  Buyer and its  agents,  contractors  and  consultants  to enter the real
property  of Seller  where the Leased  Facility  is located  for the  purpose of
conducting such  inspections,  testing,  and evaluation of any matter concerning
the physical condition of the Leased Facility  (including,  without  limitation,
the structural, operating and roof systems thereof, and the determination of the
presence or absence of termites,  dry rot, fungi,  wood destroying  organisms or
Hazardous  Material  at or on the  Leased  Facility,  or the soil,  groundwater,
surface water, air or building  materials thereof) as Buyer may reasonably elect
to investigate;  provided, however, that any such investigation shall be subject
to Buyer's compliance with the confidentiality  provisions of this Agreement and
any procedures  regarding safety and security designated by Seller.  Buyer shall
pay the cost of such inspections and indemnify and hold harmless the Seller from
any property  damage or bodily injury  arising out of the  negligent  conduct of
such inspections;  provided, however, that in no event shall Buyer be liable for
any  condition  present  on the Leased  Facility  prior to entry by Buyer or its
agents, contractors or consultants thereon.

7.6      Transition Services.

         For a period of not more than Eight (8) months after the Closing  date,
Seller will provide Buyer the services  described in Exhibit E ("Description  of
Transition Services").

7.7       Publicity.

          Seller and Buyer agree that they will collaborate on a mutually
beneficial press release  concerning the transactions  contemplated by this
Agreement. The parties  shall  advise and confer with each other prior to the
issuance of  any  reports,   statements  or  releases   pertaining  to  the
matters contemplated  by this  Agreement.  Each party agrees not to issue any
press release or public  statement  with respect to the matters  contemplated
by this Agreement without the consent of the other Party except as required by
law and after reasonable


                                       27
<PAGE>


consultation  with the  other  party.  Either  party  may  disclose,
under confidentiality and use restrictions, such terms of this Agreement as only
reasonably  necessary to disclose for purposes of seeking  financing,  bank
credit  or the  like.  Both  parties  shall  remain  free to  disclose  the
existence of this Agreement.  To the extent reasonably required,  Buyer and
Seller may disclose limited information  concerning this Agreement to third
parties  whose  consent is  necessary  in order to  terminate or assign the
Transferred Agreements.


7.8      Confidentiality

         Buyer and Seller  previously  entered into a Nondisclosure  Agreement
dated December 3, 1998 (the "NDA"). The NDA is hereby  incorporated by reference
into and made a part of this  Agreement,  and will remain in full force and
effect following execution of this Agreement.


                                    ARTICLE 8

                  CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER

          The  obligations  of Buyer under this  Agreement  shall be subject,
at the option of Buyer,  to the  satisfaction, on or prior to the Closing Date,
of the following conditions.


8.1      No Misrepresentation or Breach of Covenants and Warranties.

         Each of the  representations and warranties of Seller contained or
referred to herein and in the Additional Agreements shall be true and correct in
all material  respects on the Closing Date as though made on the Closing  Date;
Seller shall have complied  with and not  otherwise  breached the covenants
set  forth  herein;  and  there  shall  have  been  delivered  to  Buyer  a
certificate  to such effect,  dated the Closing  Date,  signed on behalf of
Seller.

8.2      No Restraint or Litigation.

         No action, suit, investigation or proceeding shall have been instituted
or overtly  threatened  to  restrain  or prohibit  or  otherwise  challenge  the
legality or validity of the transactions contemplated hereby.

8.3      Necessary Approvals.

         The parties shall have received the consent of all Persons necessary to
consummate the transactions  contemplated  hereby, which are either specified in
Schedule 4 or contemplated by Section 6.6 ("Government Filings") hereof.

8.4      Employees.

         The key  employees  on Schedule 7.1  mutually  identified  by Buyer and
Seller shall have  accepted  (and not  withdrawn)  offers of employment by Buyer
extended as contemplated by Section 7.1 ("Employment Matters") hereof.

                                       28
<PAGE>

8.5      Additional Agreements.

         Each of the Additional  Agreements  shall have been duly executed by
Seller or its Affiliates and shall be in full force and effect.


8.6      No Material Adverse Change.

         There  shall  have been no  material adverse  change  with  respect to
the Purchased Assets or the Operations.


                                    ARTICLE 9

                  CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER

         The obligations of Seller under this Agreement shall be subject, at the
option  of  Seller,  to the  satisfaction,  on or prior to the  Closing,  of the
following conditions:

9.1      No Misrepresentation or Breach of Covenants and Warranties.

         Each of the  representations  and  warranties  of  Buyer  contained  or
referred to in this  Agreement and the Additional  Agreements  shall be true and
correct in all  material  respects  on the  Closing  Date as though  made on the
Closing Date;  Buyer shall have  complied  with and not  otherwise  breached the
covenants  set forth  herein;  and there shall have been  delivered  to Seller a
certificate or certificates to such effect, dated the Closing Date and signed on
behalf of Buyer by the President or any Vice President of Buyer.

9.2      No Restraint or Litigation.

         No action, suit, investigation or proceeding shall have been instituted
or overtly threatened to restrain,  prohibit or otherwise challenge the legality
or validity of the transactions contemplated hereby.

9.3      Necessary Approvals.

         The parties shall have received the consent of all Persons necessary to
consummate the transactions  contemplated  hereby, which are either specified in
Schedule 4 or contemplated by Section 6.6 ("Government Filings") hereof.

9.4      Additional Agreements.

         Each of the  Additional  Agreements  shall have been duly  executed  by
Buyer or its Affiliates and shall be in full force and effect.

9.5      No Material Adverse Change.

         There  shall  have been no  material  adverse  change  with  respect to
Buyer's business, operating results or financial condition.


                                       29
<PAGE>


                                   ARTICLE 10

                                 INDEMNIFICATION

10.1     Indemnification by Seller; Seller Liability.

         Seller agrees to indemnify and hold harmless Buyer from and against any
and all Losses incurred by Buyer in connection with or arising from:

         (a) any breach by Seller of any of its covenants in this Agreement;

         (b) any breach of any warranty or the inaccuracy of any  representation
         of Seller contained or referred to in this Agreement or any certificate
         delivered  by or on  behalf  of  Seller  pursuant  hereto;  and

         (c) the Retained  Liabilities.

         The  indemnification  provided  for in  Section 10.1(a) and 10.1(c)
shall not terminate.  The indemnification  provided for in Section  10.1(b)
shall  terminate  one (1) year after the  Closing  Date and no claims shall be
made by Buyer under this Section 10.1(b) thereafter, except that the
indemnification  by Seller shall continue as to any Loss of which Buyer has
notified Seller,  including the general  circumstances  giving rise thereto,  in
accordance  with the  requirements  of Section  10.3  ("Notice of Claims") on or
prior to the date such  indemnification  would otherwise terminate in accordance
with this Section  10.1,  as to which the  obligation  of Seller shall  continue
until the  liability  of Seller  shall  have been  determined  pursuant  to this
Article 10, and Seller shall,  if required to do so under a final judgement of a
court or final  decision of an  arbitrator  have  reimbursed  Buyer for the full
amount of such Loss in accordance with this Article 10, provided  however,  that
Seller shall only have  liability  under this Section 10.1 once the aggregate of
all Losses exceeds [*] and  thereafter,  only if the amount of Loss arising from
the same or single set of circumstances is in excess of [*].

         In addition to the foregoing,  Buyer and Seller agree that Seller shall
only have  liability  under this  Agreement once the aggregate of all Losses for
which Seller is liable to Buyer exceeds [*] and  thereafter,  only if the amount
of Loss arising from the same or single set of circumstances for which Seller is
liable to Buyer is in excess of [*] provided, however, that this sentence shall
not apply to a claim by Buyer against  Seller that arises from any adjustment of
the purchase price as described in Section 2.5(a).

10.2     Indemnification by Buyer.

         Buyer agrees to indemnify and hold harmless Seller from and against any
and all Losses incurred by Seller in connection with or arising from:




[*]-CERTAIN INFORMATION AS INDICATED ON THIS PAGE HAS BEEN OMITTED AND FILED
    SEPARATELY WITH THE COMMMISSION. CONFIDENTAL TREATEMENT HAS BEEN REQUESTED
    WITH RESPCECT TO THE OMITTED PORTIONS.

                                       30
<PAGE>

     (a) any breach by Buyer of any of its covenants in this Agreement;

     (b) any breach of any warranty or the inaccuracy of any representation
of Buyer  contained  or  referred  to in  this  Agreement  or any  certificate
delivered by or on behalf of Buyer pursuant hereto; and

     (c) the Assumed Liabilities;

     (d) claims for which Buyer is required to indemnify  Seller  under  Section
7.1(f) hereof; and

     (e) the use of the Purchased  Assets,  the conduct of the Operations or the
use of the Leased Facility from and after the Closing Date.

         The indemnification provided for in Section 10.2(a),  10.2(c), 10.2(d),
and 10.2(e) shall not  terminate.  The  indemnification  provided for in Section
10.2(b) shall terminate one (1) year after the Closing Date, and no claims shall
be  made  by  Seller  under  Section   10.2(b)   thereafter,   except  that  the
indemnification  by Buyer  shall  continue  as to any Loss or  Expense  of which
Seller has notified Buyer in accordance with the requirements of Section 10.3 on
or  prior  to  the  date  such  indemnification  would  otherwise  terminate  in
accordance  with this Section  10.2,  as to which the  obligation of Buyer shall
continue  until the  liability of Buyer shall have been  determined  pursuant to
this Article 10, and Buyer shall have  reimbursed  Seller for the full amount of
such Loss in accordance with this Article 10.

10.3     Notice of Claims.

         Buyer or  Seller  (the  "Indemnified  Party")  seeking  indemnification
hereunder shall give to the party obligated to provide  indemnification  to such
Indemnified Party (the  "Indemnitor") a notice (a "Claim Notice")  describing in
reasonable  detail  the  facts  then  known  with  respect  to  such  claim  for
indemnification  hereunder  and shall include in such Claim Notice the amount of
such claim (to the extent then known),  and a reference to the provision of this
Agreement or any other Additional Agreement, executed hereunder or in connection
herewith upon which such claim is based; provided,  however, that a Claim Notice
in respect  of any action at law or suit in equity by or against a third  Person
as to which  indemnification  will be sought shall be given  promptly  after the
action or suit is commenced;  and provided,  further,  that failure to give such
notice shall not relieve the Indemnitor of its obligations  hereunder  except to
the extent it shall have been materially prejudiced by such failure.

         After  delivery  of any Claim  Notice  pursuant  hereto,  the amount of
indemnification  to which an  Indemnified  Party  shall be  entitled  under this
Article  10 shall be  determined  in  accordance  with  the  dispute  resolution
mechanism set forth in Section 12.12 hereto.



                                       31
<PAGE>

10.4      Third Party Claims.


          The Indemnitor shall have the right to conduct and control, through
counsel of its choosing, the defense,  compromise or settlement of any third
Person claim,   action  or  suit  against  any  Indemnified  Party  as  to which
indemnification   will  be  sought  by  such  Indemnified  Party  from  any
Indemnitor  hereunder,  and in any such case the  Indemnified  Party  shall
cooperate  in   connection   therewith  and  shall  furnish  such  records,
information   and   testimony  and  attend  such   conferences,   discovery
proceedings, hearings, trials and appeals as may be reasonably requested by
the  Indemnitor in connection  therewith;  provided,  that the  Indemnified
Party may participate, through counsel chosen by it and at its own expense,
in the defense of any such claim, action or suit as to which the Indemnitor
has so elected to conduct and control the defense  thereof.  So long as the
Indemnitor  is  defending  in good faith any third Person claim as to which
indemnification has been sought hereunder,  the Indemnified Party shall not
settle or  compromise  such third Person claim without  Indemnitor's  prior
written consent.

10.5     Environmental Indemnification by Seller.

         (a) Indemnification.  Notwithstanding  anything to the contrary in this
Agreement,  Seller agrees to indemnify and hold harmless  Buyer from and against
any and all Pre-Existing Environmental Liabilities.

         (b)  Adequate  Protection  From  Loss.  Seller  acknowledges  that  its
obligations under the foregoing Section 10.5 (a) shall arise upon the service or
filing of an action or  proceeding  regarding  any  Losses  for which  Seller is
liable  under  this  indemnity,  and  not  merely  upon  the  realization  by an
Indemnified  Party of an actual loss;  and,  therefore,  Seller  agrees,  within
fifteen (15) days following receipt of a written notice regarding the service or
filing  of such  action  or  proceeding  to  indemnify  and  hold  harmless  the
Indemnified Party from such Losses. If it is determined that the subject Losses,
or some portion of them,  pertain to  circumstances  first  occurring  after the
Closing  Date that are subject to Section  10.6  hereof,  Buyer  shall  promptly
refund to Seller on a  equitable  prorata  basis the Losses  Seller  incurred in
providing indemnity and hold harmless protection.

         (c)  Waiver by Seller.  To the  extent  permitted  by  applicable  Law,
Seller,  on  behalf of itself  and its  Successors  (other  than  Buyer),  after
consultation  with  counsel,  hereby waives (i) any and all rights to join Buyer
and its  Successors in any  litigation or proceeding to the extent,  but only to
the extent arising out of or in connection with any  Pre-Existing  Environmental
Liabilities;  and (ii) any and all Losses  which any of them may have in respect
to any Pre-Existing Environmental Liabilities.

         (d)  Survival.  It is expressly  acknowledged  by Seller that the acts,
omissions,  breach  of any  covenant  in  this  Agreement  or in any  Additional
Agreement,  or  violation  of  environmental  Laws by  Buyer  and/or  Successors
(whether active, passive, negligent,  wrongful or in violation of any agreement)
shall not impair the right of any of such Persons  (including  the Person acting
or omitting the act) to enforce Seller's indemnification


                                       32
<PAGE>


obligations  pursuant to this Section 10.5.  The  obligations  and rights of the
parties  under this  Section  10.5 are in addition  to,  independent  from,  and
severable from the rights and obligations of the parties under this Agreement or
any  other  agreement  between  them  and  shall  survive,  notwithstanding  the
termination,  expiration  or breach of such  agreements  or any other  agreement
between any of the parties hereto and notwithstanding any other act or omissions
of the  parties,  whether  or not such  acts  are in  violation  of the  express
provisions of this Agreement or applicable Requirements of Laws.


10.6     Environmental Indemnification by Buyer.

         (a) Indemnification. Buyer agrees to indemnify and hold harmless Seller
from and against any and all Losses  incurred to the extent caused by or arising
out of any of the following  liabilities  which are not  otherwise  Pre-Existing
Environmental Liabilities ("Buyer Environmental Liabilities"):

         (i) the presence of Contamination as a consequence of the Release after
the  Closing  Date of  Hazardous  Material  by Buyer or any of  Buyer's  agents,
employees or contractors on or about the Leased Facility or the Operations on or
about the Leased Facility after the Closing Date.

         (ii) any Hazardous  Material  Activity or  Remediation  Activity on the
Leased  Facility  after the  Closing  Date.

         (iii) the  exposure  after the Closing  Date of any  employee  of any
Seller or any  other  Person to any Contamination  described  in  sub-part (i)
above,  at  any  time,  to any Hazardous  Material  in the  course of or a
consequence  of any  Hazardous Material  Activity  conducted  on or about the
Leased  facility  after the Closing Date.

         (b)  Adequate   Protection  From  Loss.  Buyer  acknowledges  that  its
obligations under the foregoing Section 10.6 (a) shall arise upon the service or
filing  of any  action  or  proceeding  for which  Buyer is  liable  under  this
indemnity,  and not merely upon the realization by the  Indemnified  Party of an
actual loss; and,  therefore,  Buyer agrees,  within fifteen (15) days following
receipt of a written  notice  regarding  the service or filing of such action or
proceeding  indemnify  and  hold  harmless  the  Indemnified  Party.  If  it  is
determined  that  the  subject  Losses,  or some  portion  of them,  pertain  to
circumstances first occurring prior to the Closing Date, that are subject to the
provisions of Section 10.5 hereof,  Seller shall promptly  refund to Buyer on an
equitable  prorata basis,  the Losses Buyer incurred in providing  indemnity and
hold harmless protection.

         (c) Waiver by Buyer. To the extent  permitted by applicable law, Buyer,
on behalf of itself  and its  Successors,  after  consultation  with  counsel,
hereby  waives any and all rights to join Seller and their  Successors  in any
litigation or proceeding to the extent, but only to the extent, arising out of
or in connection  with any Buyer  Environmental  Liabilities;  and any and all
Losses  which any of them may have  with  respect  to any Buyer  Environmental
Liability to which Seller did not exacerbate or contribute.

                                       33
<PAGE>

        (d)  Survival.  It is expressly  acknowledged  by Buyer that the acts,
omissions,  breach  of any  covenant  in  this  Agreement  or in any  Additional
Agreement,  or violation of  Environmental  Laws by Seller and/or its respective
Successors (whether active, passive, negligent,  wrongful or in violation of any
agreement) shall not impair the right of any such Persons  (including the Person
acting  or  omitting  to act) to  enforce  Buyer's  indemnification  obligations
pursuant to this Section 10.6. The  obligations  and rights of the parties under
this Section 10.6 are in addition to,  independent  from, and severable from the
rights and  obligations of the parties under this Agreement or in any Additional
Agreement  between  them and shall  survive,  notwithstanding  the  termination,
expiration or breach of such  agreements  between any of the parties  hereto and
notwithstanding  any other act or omission of the  parties,  whether or not such
acts  are  in  violation  of the  express  provisions  of  this  Agreement,  any
Additional Agreement or Requirements of Laws.


10.7     Special Understanding Regarding Pre-Existing Lead in the Exhaust
         System.

         Seller  acknowledges the presence of a Hazardous Material within the
Leased Facility as more  particularly described in Subsection  4.11 of
Schedule 4 ("Pre-Existing  Lead in the Exhaust  System").  With  respect and
only with respect  to such  Pre-Existing  Lead in the  Exhaust  System, Trimble
and Solectron agree that:


         (a) Pre-Existing Lead in the Exhaust System existing at the Closing
Date shall be deemed a Pre-Existing Environmental Liability; and

         (b) Any further  accretion or deposit of lead in the  affected  exhaust
system  occurring  after  the  Closing  Date  shall  be  deemed  a  Pre-Existing
Environmental  Liability  to the extent that such  further  accretion or deposit
occurs  both (i) in the  regular  course  of  Buyer's  manufacture  of  Seller's
products  after the  Closing  Date under the Supply  Agreement,  AND (ii) in the
substantially the same manner and at the substantially the same rate (or a lower
rate) as occurred before the Closing Date.


                                   ARTICLE 11

                                   TERMINATION


11.1     Termination.

         Notwithstanding  anything  in  this  Agreement  to the  contrary,  this
Agreement may be terminated at any time prior to the Closing:

         (a)  by the mutual written consent of Buyer and Seller;


                                       34
<PAGE>

         (b) by either party if the other party fails to satisfy the  conditions
to Closing required under this Agreement through no fault of such other party;

         (c) by Buyer in the  event of any  material  breach by Seller of any of
the  representations,  warranties,  covenants or agreements of Seller  contained
herein and the failure of Seller to cure such breach  within  fifteen  (15) days
after receipt of notice from Buyer requesting such breach to be cured; or

         (d) by Seller in the  event of any  material  breach by Buyer of any of
Buyer's  representations,  warranties,  covenants or agreements contained herein
and the  failure of Buyer to cure such  breach  within  fifteen  (15) days after
receipt of notice from Seller requesting such breach to be cured.

11.2     Notice of Termination.

         Any party desiring to terminate this Agreement pursuant to Section 11.1
("Termination") above shall give notice of such termination to the other parties
to this Agreement.

11.3     Effect of Termination.

         In the event that this Agreement  shall be terminated  pursuant to this
Article 11, all further  obligations of the parties under this Agreement  (other
than Sections 12.2 ("Notice"),  12.8  ("Expenses"),  12.11 ("Governing Law") and
12.12 ("Dispute  Resolution") shall be terminated,  provided that nothing herein
shall relieve any party from liability for its breach of this Agreement.

                                   ARTICLE 12

                               GENERAL PROVISIONS

12.1     Survival of Obligations.

         All  representations, warranties, covenants and obligations  contained
in this  Agreement  shall  survive  the   consummation  of  the   transactions
contemplated  by  this  Agreement.   The  respective   representations  and
warranties of each party hereto contained herein shall not be deemed waived
or otherwise  affected by any investigation  made by the other party hereto
and shall survive the Closing Date.


12.2     Notice

         All notices,  requests and other communications permitted or required
to be given pursuant to this  Agreement shall be in writing and shall be sent by
either recognized  delivery service or certified or registered mail, return
receipt  requested and with all postage prepaid,  to the recipient party at
its address set forth below:


                                       35
<PAGE>


         If to Solectron:

                  Solectron Corporation
                  847 Gibraltar Drive, Building 5
                  Milpitas, CA  95035
                  Attention:  Chief Financial Officer and Legal Department
                  Facsimile:  (408) 956-6059

         If to Trimble:

                  Trimble Navigation Limited
                  645 North Mary Avenue
                  Sunnyvale, CA 94088-3642
                  Attention:  Chief Financial Officer and Legal Department

Each such notice shall be effective  upon  delivery or when delivery is refused.
Either  party may, by notice given in  accordance  herewith,  designate  another
address for receipt of notice.

12.3     Successors and Assigns.

Neither  party  shall  directly  or  indirectly  assign,  sell,  subcontract  or
otherwise transfer this Agreement or any of its rights or obligations under this
Agreement  without  the prior  written  consent  of the other  party,  except as
permitted  in this  Section.  Either  party may,  without the prior notice to or
written consent of the other party, assign or transfer this Agreement as part of
a corporate reorganization,  consolidation, merger, sale of substantially all of
its assets or any other  similar  corporate  transaction  in which fifty percent
(50%) or more of a party's equity securities or fifty percent (50%) or more of a
party's shareholders' voting power, are transferred, sold or exchanged, provided
that the Successor assumes all of the assigning  party's  obligations under this
Agreement.

This  Agreement  shall be binding  upon and inure to the  benefit of the parties
hereto and their  successors and permitted  assigns.  Nothing in this Agreement,
expressed  or  implied,  is intended  or shall be  construed  to confer upon any
Person  other than the parties and  successors  and  assigns  permitted  by this
Section 12.3 any right, remedy or claim under or by reason of this Agreement.

12.4     Access to Records After Closing Date.

         In the event that buyer  reasonably  requires  records of Seller after
the Closing Date, the parties agree to meet and discuss same.



                                       36
<PAGE>


12.5     Entire Agreements; Amendments.

         This  Agreement and the exhibits and  schedules referred to herein and
the documents delivered pursuant hereto contain the entire understanding of the
parties  hereto  with  regard to the  subject  matter  contained  herein or
therein,  and supersede all prior  agreements or  understanding  between or
among any of the parties hereto including without  limitation the Letter of
Intent  between  the  Parties  dated April 9, 1999 and the Letter of Intent
between  the  Parties  dated July 23,  1999.  This  Agreement  shall not be
amended,  modified or supplemented except by a written instrument signed by
an authorized representative of each of the parties hereto.


12.6     Interpretation.

         Article titles and headings to sections herein are inserted for
convenience of  reference  only and are not  intended  to be a part of or to
affect the meaning or  interpretation  of this  Agreement.  The schedules
referred to herein shall be construed with and as an integral part of this
Agreement to the same extent as if they were set forth verbatim herein.

12.7     Waivers.

         Any term or provision of this Agreement may be waived, or the time for
its performance  may be  extended,  by the  party or  parties  entitled  to the
benefit  thereof.  Any  such  waiver  shall  be  validly  and  sufficiently
authorized  for the purposes of this  Agreement if, as to any party,  it is
authorized in writing by an authorized  representative  of such party.  The
failure of any party  hereto to enforce at any time any  provision  of this
Agreement shall not be construed to be a waiver of such  provision,  nor in
any way to affect the validity of this  Agreement or any part hereof or the
right of any party thereafter to enforce each and every such provision.  No
waiver of any breach of this Agreement shall be held to constitute a waiver
of any other or subsequent breach.

12.8     Expenses.

         Except as  otherwise  expressly  agreed to in  writing by the  parties
and subject to Section 6.6  hereof,  each party  hereto  will pay all  Expenses
incident to its  negotiation  and  preparation of this Agreement and to its
performance  and compliance  with all  agreements and conditions  contained
herein on its part to be performed or complied with.

12.9     Partial Invalidity.

         Wherever  possible,  each  provision  hereof shall be  interpreted  in
such manner as to be effective and valid under  applicable  law, but in case any
one or more of the provisions contained herein shall be held to be invalid,
illegal  or  unenforceable   in  any  respect,   such  provision  shall  be
ineffective  to the  extent,  but only to the extent,  of such  invalidity,
illegality or unenforceability  without  invalidating the remainder of such
invalid, illegal or


                                       37
<PAGE>

unenforceable  provision  or  provisions  or any other  provisions  hereof,
unless such a construction would be unreasonable.


12.10    Governing Law.

          This  Agreement  shall be governed by and the legal relations between
the parties shall be determined in accordance with the substantive  laws of the
State of  California,  without regard to the conflicts of law principles of
the State of California.

12.11    Dispute Resolution.

         Except for the right of either  Party to apply to a court of  competent
jurisdiction for a temporary  restraining  order, a preliminary  injunction,  or
other equitable relief pending further action by the arbitrators,  all claims or
disputes   related  to  or  arising  from  this   Agreement  or  the  commercial
relationship  of the parties  that are not  resolved by  negotiation  and mutual
agreement   shall  be  submitted  to  final  and  binding   arbitration   before
JAMS/ENDISPUTE,  or its  successor,  for  arbitration  in  Santa  Clara  County,
California pursuant to the United States Arbitration Act, 9 U.S.C. ss.1 et seq.,
unless the parties  mutually  agree  otherwise.  Either  Party may  commence the
arbitration   process  by  filing  a  written   demand  for   arbitration   with
JAMS/ENDISPUTE,  with a  copy  to the  other  Party.  The  arbitration  will  be
conducted in  accordance  with the  provisions of  JAMS/ENDISPUTE's  Streamlined
Arbitration  Rules and  Procedures in effect at the time of filing of the demand
for  arbitration.  Each Party will select an  arbitrator  from  JAMS/ENDISPUTE's
panel of neutrals and together the selected  arbitrators shall mutually agree on
a third  arbitrator.  The parties  covenant that they shall  participate  in the
arbitration  in good  faith,  and that they  shall  share  equally in its costs,
except for attorneys' fees and expenses of witnesses which shall be borne by the
Party incurring the fees or producing the witness.  The arbitration  award shall
be in writing and shall  specify the factual and legal bases of such award.  The
arbitration  award  shall be final and  binding,  and  judgment  thereon  may be
entered  by any court of  competent  jurisdiction.  The  parties  agree that the
arbitration  award shall be treated  confidentially,  and the parties shall not,
except as  otherwise  required  by law or court  order or to enable its entry or
enforcement as a judgment,  disclose the  arbitration  award to any third Party,
excluding personnel in their Affiliates and their attorneys and accountants with
a need to know,  provided  that  such  recipients  agree to be bound by the same
restrictions as are contained in this Agreement.  The arbitrator  shall not have
the power to render an award of punitive,  exemplary or treble  damages.  To the
extent of any conflict,  this  provisions of this Agreement  shall supersede and
control any  JAMS/ENDISPUTE  rules.  The provisions of this Section 12.11 may be
enforced by any court of competent  jurisdiction,  and the  prevailing  Party in
such enforcement action shall recover from the other Party its costs, reasonable
attorney fees and expenses, from the other Party.

12.12     Counterparts.

         This Agreement may be executed in two (2) or more counterparts, each of
which will be deemed an original  and when taken  together  shall  constitute  a
single fully-signed original,  regardless whether the parties' signatures appear
together on the same document or separately on one or more counterparts.


                                       38
<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto  have caused this Asset  Purchase
Agreement to be executed on the date first above written.

                                  SOLECTRON CORPORATION

                                  By:

                                  Name:

                                  Title:


                                  SOLECTRON FEDERAL SYSTEMS, INC.

                                  By:

                                  Name:

                                  Title:

                                  TRIMBLE NAVIGATION LIMITED

                                  By:

                                  Name:

                                  Title:



                                       39
<PAGE>


                                    EXHIBIT D
                            Purchase Price Allocation



1.   Tangible Assets
     [*]                                                                 [*]
     [*]                                                                 [*]
     [*]                                                                 [*]
     [*]                                                                 [*]

2.   Intangible Assets
     [*]                                                                 [*]

     [*]                                                                 [*]
     [*]                                                                 [*]


Total Purchase Price                                          $27,924,321.78




[*]-CERTAIN INFORMATION AS INDICATED ON THIS PAGE HAS BEEN OMITTED AND FILED
    SEPARATELY WITH THE COMMMISSION. CONFIDENTAL TREATEMENT HAS BEEN REQUESTED
    WITH RESPCECT TO THE OMITTED PORTIONS.




<PAGE>


                                    EXHIBIT E
                         Transitional Services Agreement

1.       TRANSITIONAL SUPPORT SERVICES

         The Parties agree that during the period of time that  Solectron
         produces products  at  Trimble's   Sunnyvale,   California  facility
         ("Transition Period"),  and in connection with the sublease agreements
         attached to the Asset Purchase Agreement as Exhibit A (the "Sublease
         Agreements"), Trimble shall perform the transitional support services
         as described below.

2.       SUBLEASE, AND FACILITIES SERVICES
         2.1.   Sublease

                Trimble will sublease to Solectron  and Solectron  will sublease
                from Trimble a total of 55,121 square feet,  more or less of the
                manufacturing-related  areas in  Buildings  6, 6X, 8 and 10,  in
                accordance  with  the  terms  and  conditions  of  the  Sublease
                Agreements.  In the event of any  conflict  between the terms of
                the Sublease Agreements executed by the Parties and this Section
                2, the terms of the Subleases shall be controlling.

         2.2.   Facilities Services

                Trimble  shall  provide  the  following  services   ("Facilities
                Services")   (i)  during   the   Transition   Period;   (ii)  in
                substantially  the same manner as Trimble  provides  the same or
                like  services  to  itself  of its  employees;  and  (iii) at no
                additional charge to Solectron:

                    2.2.1  Use of the existing restroom, break- or lunch-room,
                           and conference room facilities;

                    2.2.2  Facilities maintenance, including janitorial, general
                           building  and  grounds   maintenance,   and  heating,
                           ventilation and air conditioning  (HVAC)  maintenance
                           in accordance with Sublease Agreements terms;

                    2.2.3  Utilities and depreciation,  in accordance with
                           Sublease Agreements terms;

                    2.2.4  Personal  property  taxes;

                    2.2.5  Coffee and bottled  water  support and supplies in
                           the break- and lunch-rooms;

                    2.2.6  Paper and battery recycling;

                    2.2.7  Ergonomic  evaluation  of work space and  furniture
                           as  requested by  Solectron; except that any special
                           furniture or equipment purchased, will be purchased
                           at Solectron's sole cost and will become the property
                           of Solectron;

                    2.2.8  Use of installed telephone lines and network cabling
                           infrastructure,

<PAGE>

                           in accordance with Sublease Agreements terms;

                    2.2.9  Security guard services;

                    2.2.10 use of copiers  with  Solectron's  prorated  usage of
                           photocopiers  solely used by  Solectron  allocated to
                           the Solectron Department(s);

                    2.2.11 Paper shredding services; and

                    2.2.12 Use of common area parking  facilities shared with
                           Trimble employees on a "first come first serve"
                           basis.

          2.3.    Excluded Services

                  The  Facilities  Services  shall  not  include  the  following
                  services ("Excluded  Services"),  for which Solectron shall be
                  solely responsible.

                    2.3.1 Modifications to existing facilities;

                    2.3.2 Replacements  of, or  modifications  to HVAC or other
                          fixtures or facilities  equipment  required by
                          Solectron to meet its expanded needs;

                    2.3.3 Long distance telephone calls, and costs of
                          Solectron's  pro-rata share of voicemail  lines/800
                          lines/and  other "common"  telecom services in
                          accordance with Sublease Agreements;

                    2.3.4 Adding,  moving,  and  changes  to  telephone  phone
                          and  network cabling  system  infrastructure  done by
                          Trimble  employees  or contractors;

                    2.3.5 Additional  furniture and/or equipment  requested by
                          Solectron  employees;

                    2.3.6 Office  supplies;

                    2.3.7 Moving or changing  Solectron  employees  either
                          onsite  (Sunnyvale) or offsite;

                    2.3.8 Special ergonomic  furniture or equipment purchased
                          for Solectron  employees;  and

                    2.3.9 Any other  services not expressly included in
                          paragraph 2.2.

3.       IS SUPPORT SERVICES

         In addition to the Facilities  Services described above,  Solectron and
         Trimble  shall each  provide  its  information  services  support  ("IS
         Support Services") as described below.

         3.1      Network

                  Solectron  will,  at its cost,  provide a T1 network line from
                  its  Milpitas  campus to  Trimble's  facility  at 930  Benicia
                  Avenue  in  Sunnyvale,  California,  and such  routers  as are
                  reasonably   necessary   to   set   up   their   own   network
                  infrastructure and email during the Transition Period. Trimble
                  will  provide   reasonable   access  to   Solectron   for  its
                  performance  of its  obligations  under  this  paragraph  3.1.
                  Solectron will permit Trimble to install such security devices
                  as Trimble deems necessary, in Trimble's

<PAGE>



                  business judgment, to maintain the confidentiality of its
                  Proprietary Information.

          3.2     CA/MANMAN Setup and Support

                  3.2.1   Trimble will set up a separate  database on a Computer
                          Associates'  MANMAN platform  ("DB8").  Trimble has or
                          will  procure for  Solectron a six (6) month  license,
                          beginning  upon  Closing,  for Solectron to use DB8 on
                          site in Sunnyvale for all their materials requirements
                          planning,  production floor transactions and inventory
                          receipt,  subject to the terms of an end user  license
                          agreement  that Trimble will provide to Solectron upon
                          request.  Upon the  conclusion of the 6-month  period,
                          Solectron  must  obtain  its  own  license  to use the
                          Computer   Associates   MANMAN  software.   Except  as
                          expressly  provided in this paragraph  3.2.1, DB8 will
                          not  support  any  financial   transaction   or  other
                          capabilities.

                   3.2.2  Such  server  system   administration   support  shall
                          include (i) monitoring  back-ups,  (ii)  administering
                          user  accounts  and  privileges,   (iii)   maintaining
                          databases, and (iv) such other services as the Parties
                          may agree.

                  3.2.3   Trimble will provide between twenty (20) and forty
                          (40) hours per week of ongoing MANMAN application
                          support at the rate of [*] during the Transition
                          Period. Such applications support shall only include,
                          and Trimble shall only be responsible for supporting,
                          Solectron's critical business processes in the MANMAN
                          environment. Solectron will be responsible for any
                          additional services including, but not limited to
                          customer report requests. From time to time, changes
                          may be required to the MANMAN system. Trimble will
                          make reasonable efforts to communicate and coordinate
                          required changes to SLR, which may include scheduled
                          system downtime. Any modifications to MANMAN code can
                          and will be initiated by Trimble only. It is expected
                          that Solectron will adapt to any changes or upgrades
                          that Trimble makes to the MANMAN environment. In
                          addition, the Solectron MANMAN database/application
                          will not have access to a development/test
                          environment.

              3.2.4       Trimble  will  provide   ongoing   support  for  other
                          production floor related applications  residing in the
                          UNIX  server  MFGDBM1  at the rate of [*]  during  the
                          Transition Period.

              3.2.5       Solectron  shall be responsible  for  maintaining  and
                          supporting   all  personal   computers,   NT  servers,
                          printers,  desktop  applications and any other network
                          devices  used  by  Solectron   employees  on  site  in
                          Sunnyvale.

              3.2.6       Trimble and Solectron may, at a later time and in each
                          Party's  discretion,   identify  additional  services,
                          which   Trimble   will  provide   under   commercially
                          reasonable terms and conditions.

             3.2.7        Solectron shall be responsible for ensuring Y2K
                          compliance of any acquisition-specific reports or
                          applications.




[*]-CERTAIN INFORMATION AS INDICATED ON THIS PAGE HAS BEEN OMITTED AND FILED
    SEPARATELY WITH THE COMMMISSION. CONFIDENTAL TREATEMENT HAS BEEN REQUESTED
    WITH RESPCECT TO THE OMITTED PORTIONS.


<PAGE>



     3.3      Other Applications

               3.3.1      Cognos/Impromptu.

                          Trimble has or will procure for  Solectron a license,
                          beginning  upon  Closing,  for  Solectron  to use the
                          following  three (3)  Cognos  catalogues  during  the
                          Transition  Period:  QDC,  PQM  and SMT  (file  names
                          QDC1.cat, SMT1.cat and PQM1.cat)

               3.3.2      Manugistics/ Supply/C.

                          Trimble has or will  procure for  Solectron a license
                          for  four  (4)  seats  of  Manugistics   software  (2
                          management seats, 2 power user seats) for Solectron's
                          use for six (6)  months  following  Closing.  Trimble
                          will extract data from a MANMAN format and import the
                          data to the Manugistics  platform.  At the end of the
                          6-month  period,  Solectron will be  responsible  for
                          procuring its own license agreement with Manugistics.

               3.3.3      Microsoft/Office and other Microsoft Applications.

                          Trimble will retain all  Microsoft  licenses from the
                          transitioning   employees.   Solectron   will  obtain
                          licenses for its employees on site in Sunnyvale.

4.       SHARED PERSONNEL RESOURCES

         The Parties  acknowledge  that there are a number of open  requisitions
         for employee positions designated to be transferred to Solectron.  Some
         of the positions are currently  filled by Trimble  employees  while the
         recruiting process is taking place. In the event that the positions are
         not filled by the  Effective  Date,  and those  unfilled  positions are
         critical to the operations contemplated under the terms of the Parties'
         Agreement,  Trimble will  continue to provide such  employee  resources
         (ii) without  additional  charge for a period of thirty (30) days after
         the Effective Date of the Supply Agreement; (ii) at a rate of [*] after
         the  Effective  Dated of the  Supply  Agreement;  and (iii)  thereafter
         Trimble will charge Solectron at a rate of [ *].


5.       SHARED PRODUCTION EQUIPMENT

         Trimble  currently owns and shall continue to be own certain  equipment
         described on Attachment E-1 to this Exhibit E ("Production Equipment").
         During the Transition Period,  Trimble will permit Solectron to use the
         Production  Equipment in  Solectron's  performance  of its  obligations
         under the Supply Agreement. Solectron's use of the Production Equipment
         shall be at the times and in the manner reasonably agreed to by Trimble
         in its sole and absolute  discretion  consistent with the intentions of
         the Parties expressed above.





[*]-CERTAIN INFORMATION AS INDICATED ON THIS PAGE HAS BEEN OMITTED AND FILED
    SEPARATELY WITH THE COMMMISSION. CONFIDENTAL TREATEMENT HAS BEEN REQUESTED
    WITH RESPCECT TO THE OMITTED PORTIONS.

<PAGE>


                                    EXHIBIT G

                                    Inventory
1.0      General

Seller  shall  deliver and consign to Buyer at Closing all  Inventory  listed on
Schedule  2.1(b) hereto.  Buyer shall purchase such Inventory as provided below.
Buyer  will  bear  all  risk of loss to the  Inventory  while  it is in  Buyer's
possession and will use appropriate storage methods to maintain the Inventory in
good condition.

2.0       Inventory  Consumption

Beginning on the Closing  Date,  Buyer shall use the items in the Inventory
to the extent  required to perform its services under the Supply  Agreement (the
"Services").  Title to such Inventory items so used ("Consumed  Inventory") will
pass from  Seller to Buyer,  and  Consumed  Inventory  will be deemed  Purchased
Assets,  immediately upon Buyer's use of Consumed Inventory. On or before August
30,  1999,  Buyer shall (i)  furnish to Trimble an  accounting  of the  Consumed
Inventory,  and (ii) remit to Trimble payment in cash for the Consumed Inventory
at the prices provided in Schedule 2.1(b).


3.0       Inventory Purchase

On August 30, 1999,  Buyer shall (i) purchase from Seller any Inventory not
previously   used  in  Buyer's   performance  of  Services  as  described  below
("Remaining  Inventory");  and (ii)  remit to  Trimble  payment  in cash for the
Consumed  Inventory at the prices provided in Schedule 2.1(b),  by wire transfer
of immediately  available funds to the bank account designated by Seller.  Title
to the Remaining  Inventory  shall pass to Buyer,  and the  Remaining  Inventory
shall be deemed Purchased Assets, immediately upon such payment.


4.0       Security

Buyer shall, at Closing, furnish to Seller an irrevocable letter of credit,
in a form and drawn from a bank reasonably satisfactory to Seller, in the amount
of [*], to secure timely payment of Buyer's obligations under this Exhibit G.

5.0      Miscellaneous

Although Buyer may, for  administrative  convenience,  issue purchase  orders to
Seller for the Inventory,  any terms,  conditions or information appearing on or
accompanying  any purchase  order shall be of no effect unless Seller  expressly
agrees otherwise in a separate, signed writing.





[*]-CERTAIN INFORMATION AS INDICATED ON THIS PAGE HAS BEEN OMITTED AND FILED
    SEPARATELY WITH THE COMMMISSION. CONFIDENTAL TREATEMENT HAS BEEN REQUESTED
    WITH RESPCECT TO THE OMITTED PORTIONS.

<PAGE>

