


                                                                 Exhibit 10.69


              TRIMBLE                      SOLECTRON
             NAVIGATION              FEDERAL SYSTEMS, INC.
              LIMITED                        and
                                      SOLECTRON CORPORATION


                                Supply Agreement


                                 Dated Effective
                                 August 13, 1999



<PAGE>


       TRIMBLE NAVIGATION           SOLECTRON FEDERAL SYSTEM, INC.
           LIMITED                              and
                                       SOLECTRON CORPORATION


                                Supply Agreement
                                TABLE OF CONTENTS

AGREEMENT ..................................................................1
1.    DEFINITIONS ..........................................................1
2.    PURCHASE AND SALE OF PRODUCTS ........................................5
3.    EXCLUSIVITY ..........................................................5
4.    PRODUCTION FILES .....................................................6
5.    PRODUCTION CAPABILITY ................................................7
6.    PRODUCTION SUPPORT TEAMS ............................................11
7.    FORECASTS ...........................................................12
8.    PURCHASE ORDERS .....................................................12
9.    DELIVERY. ...........................................................14
10.      LABELING AND PACKAGING ...........................................15
11.      ACCEPTANCE OR REJECTION ..........................................16
12.      PRICING, PAYMENT, AND COST REDUCTION .............................17
13.      RECORDS, AUDITS AND REPORTS ......................................18
14.      PROTOTYPE SERVICES ...............................................20
15.      QUALITY ASSURANCE ................................................20
16.      REGULATORY COMPLIANCE ............................................20
17.      PRODUCT WARRANTY; EPIDEMIC FAILURE ...............................21
18.      WARRANTY CLAIMS AND REPAIR .......................................22
19.      PARTS SUPPLY .....................................................23
20.      PROPERTY FURNISHED TO SOLECTRON BY TRIMBLE .......................24
21.      INTELLECTUAL PROPERTY OWNERSHIP ..................................25
22.      CONFIDENTIALITY ..................................................28
23.      INTELLECTUAL PROPERTY INDEMNIFICATION ............................29
24.      LIMITATION OF LIABILITY ..........................................31
25.      INSURANCE ........................................................31
26.      TERM OF THEAGREEMENT .............................................31
27.      TERMINATION ......................................................31
28.      REPRESENTATIONS ..................................................34
29.      GENERAL ..........................................................34
Exhibits ............................................................Appended


                                       i
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                                LIST OF EXHIBITS



         Exhibit 1.2  -  Ancillary Technology   [not submitted in filing]

         Exhibit 1.20  -  Products  [not submitted in filing]

         Exhibit 1.33  -  Weighted Average Actual Price Description
                          [not submitted in filing]

         Exhibit 5.6  -  Manufacturing Support Services

         Exhibit 5.8  -  Protected Employees  [not submitted in filing]

         Exhibit 8.2  -  Order Flexibility, Forecast and Lead Time
                         [not submitted in filing]

         Exhibit 12.1  -  Pricing Model  [not submitted in filing]

         Exhibit 13.3  -  Monthly Operational Reporting  [not submitted in
                          filing]

         Exhibits 14  -  Prototypes   [not submitted in filing]

         Exhibit 15.1  -  Quality Improvement and Corrective Action Plans
                          [not submitted in filing]



                                       ii


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                                SUPPLY AGREEMENT

         THIS SUPPLY  AGREEMENT  is made and entered into  effective  August 13,
1999  ("Effective  Date"),  by and between  Solectron  Federal  System,  Inc., a
Delaware corporation, Solectron Corporation, a Delaware corporation (jointly and
severally "Solectron"), and Trimble Navigation Limited, a California corporation
("Trimble") (each a "Party" and collectively the "Parties").

                                    RECITALS

A.   Trimble  is and has been  engaged in the  business,  among  others,  of the
     development,  manufacture, marketing and sale of various global positioning
     system products for various markets worldwide.

B.   Solectron  is and has  been  engaged  in the  business,  among  others,  of
     manufacturing its customers' products on a contract basis.

C.   The  Parties  intend by this  Agreement  to  provide  for  Solectron  to
     manufacture certain of Trimble's products.

NOW, THEREFORE, the Parties, intending to be legally bound, agree as follows:

                                    Agreement
1.   DEFINITIONS

     In addition to the definitions  appearing elsewhere in this Agreement,  the
     following words and phrases shall have the meanings indicated:

     1.1. "Affiliates"  shall mean those  corporations or other entities which
          directly or indirectly own or control  either Party to this Agreement
          and their  respective Subsidiaries.

     1.2. "Ancillary  Technology"  shall mean all test programs,  tooling,
          fixtures,  and other items provided to Solectron by Trimble as
          described on Exhibit 1.2.

     1.3. "Create" when used with reference to Proprietary Information means to
          conceive, make,  develop,  reduce  to  practice,   author,  or
          otherwise  materially  and substantially contribute to the existence
          of such Proprietary Information,  such that the  Proprietary
          Information  that  results  can be fairly and  reasonably attributed
          in whole or in material part to such contribution. Other forms of the
          word "Create" (e.g., Created,  Creation, etc.) shall have
          substantially the same meaning as required by the  context.
          Proprietary  Information  that is "Created Jointly"  shall apply to
          all  Proprietary  Information  that (i)  qualifies  for patent
          protection  in any  jurisdiction  under  which  jurisdiction's  laws
          the signature  or  cooperation  or  identification  of more  than one
          Party or their respective   employee(s),  agent(s)  or contractor(s),
          as  an  inventor,  is appropriate or required,  or must or should be
          sought or made in connection with any related application, to obtain
          such protection, or (ii) was Created in whole or in material part by

                                  Page 1 of 39
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          employee(s), agent(s) or contractor(s) of both Parties acting in
          concert or cooperation.

     1.4. "Delivery  Leadtime"  shall mean the number of days  between the date
          a purchase order is delivered by Trimble to Solectron and the date the
          relevant  Product is delivered to the appropriate delivery location.

     1.5. "Derivative"  shall mean (i) for  copyrightable  or  copyrighted
          material,  any translation, abridgment, revision or other form in
          which an existing work may be recast,  transformed or adapted;
          (ii) for patentable or patented material,  any improvement  thereon;
          and (iii) for material which is protected by or is a Trade Secret or
          is otherwise  Proprietary  Information,  any new material derived from
          such existing Trade Secret  material or Proprietary  Information,
          including but not limited to new material which may be protected by
          copyright, patent or Trade Secret. 2.2.

     1.6. "Design  Specification" shall mean all or any part of a description
          of a Product's physical, functional or technical elements, attributes,
          requirements or performance, related to or used in its design,
          manufacture,  testing,  operation  and repair,  whether  in human,
          machine-readable  or other  form. Without limiting the foregoing,  a
          "Design  Specification" may include,  without  limitation,  bills of
          materials;  schematic diagrams,  approved vendor lists,  parts,
          general and special fabrication  and assembly  drawings and
          procedures;  computer aided  design  and   manufacturing   files;
          unique  material specification  control drawings;  manufacturing
          materials and chemistry; test procedures,  software and equipment;
          component and other source control  drawings;  quality plans including
          source inspection procedures,  yield targets and process audit
          plans;  mechanical  models;  standard  assemblies;   estimated
          process flows and times;  assembly  fixtures and special tools
          and drawings.

     1.7. "Disclose"  shall mean to use,  deliver,  communicate  or provide, or
          to use or benefit in any way or form including, by way of example and
          without limitation, in writing;  electronically;  in machine readable
          form; by  demonstration;  in tangible form; by access to plans,
          diagrams or equipment; or orally. Other forms of  the word "Disclose"
          (e.g.,  Disclosure,   Discloses,   etc.)  shall  have substantially
          the same meaning as required by the context.

     1.8. "Disclosing  Party" shall mean a Party  hereto that  discloses  its
          Proprietary Information to the other Party.

     1.9. "Dispose" shall mean to practice, make, have made, use, license, grant
          rights to sublicense,  lease,  sell,  Disclose,  assign,  encumber,
          dispose or  otherwise exercise an  incident of  ownership.  Other
          forms of the word  "Dispose"  (e.g., Disposition,  Disposal,  etc.)
          shall  have  substantially  the same  meaning as  required by the
          context.

     1.10. "Effective  Date" shall mean the date of  execution  of this
           Agreement as first above written.


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     1.11. "Exclusivity  Termination  Trigger"  shall  mean  the  occurrence of
           an  event described in paragraph 3.2.

     1.12. "Flexibility Parameters" shall have the meaning described in
           Exhibit 8.2.

     1.13. "Incorporate" shall mean shall mean include as a constituent part.
           Other forms of the word "Incorporate" (e.g., Incorporated, etc.)
           shall have substantially the same meaning as required by the context.

     1.14. "Invention" shall mean any invention, discovery, process, art, method
           (including mathematical  algorithms),  machine,  manufacture,
           composition  of  matter,  or improvement thereof,  whether or not
           patented or patentable,  to the extent that it is or is qualified to
           be the subject of an  intellectual  property  right or intellectual
           property protection under the laws of any applicable  jurisdiction
           under any  applicable  legal  theory,  including  but not  limited
           to rights or protections under patent, trade secret, or copyright
           laws or principles.

     1.15. "Made  Known"  shall  mean  made  known,  received,   developed,
           possessed  or communicated,  at any time before or after the
           Effective Date.  "Rightfully Made Known" shall mean Made Known
           without,  and  "Wrongfully  Made Known" shall mean Made Known with,
           any violation of any legally  protectable  and/or  enforceable
           express  or  implied  right,  title,  duty or  obligation  of the
           owner of such Proprietary Information or third Parties from, by or
           through whom such knowledge passed.

     1.16. "Manufacturing  Specifications"  shall  mean  Trimble's  written
           specifications regarding  the  processes  for  the  manufacture  of
           the  Products  provided  to Solectron,  including,  without
           limitation,  the [*] and [*]. In cases where the specific  processes
           are not covered by these  specifications,  industry standard
           specifications shall apply (e.g., IPC, ANSI/IPC).

     1.17. "Manufacturing  Standards" shall mean information that describes the
           processes, procedures  and  requirements  specifically  related to
           the  manufacture  of any Product.  Without limiting the foregoing, a
           "Manufacturing Standard" may include assembly  machine  programs;
           reflow  profiles; assembly  aids;  process flows; standard  assembly
           instructions;   process  control  plan;   overall  process
           definition; work instructions;  process and machine capabilities;
           design review report; first article inspection reports; and Quality
           Improvement Plan.

     1.18. "Owning Party" shall mean a Party to the extent that such Party has
           an ownership interest in any Proprietary Information.

     1.19. "Part" shall mean any materials, parts or components used in the
           Products.

     1.20. "Product"  shall mean any of those products  identified in Exhibit
           1.20 attached to this Agreement.



[*]-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.

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     1.21. "Production  File" shall mean the definitive  manufacturing
           specifications  for each Product and shall include the most recently
           effective Design  Specification and Manufacturing Standards.

     1.22. "Proprietary  Information"  shall mean  information or material
           relating to the existing or  prospective  business of Solectron,
           Trimble or third parties or to this Agreement,  any information
           contained therein or Created therefrom, and any Derivatives  thereof,
           including,  by way of  example  and  without  limitation, technical,
           and/or business information such as processes,  methods,  techniques,
           systems, subroutines, source code, object code, documentation,
           diagrams and flow charts,  analyses  (including  computer
           simulations),   results,   reports  and information  of all kinds
           Disclosed in writing by the  Disclosing  Party to the Receiving
           Party to permit the Parties to perform their  obligations  under this
           Agreement.  "Proprietary Information" shall also include Inventions,
           Works and Trade  Secrets.  Proprietary  Information  shall not
           include any information or material to the extent that the Receiving
           Party proves by a preponderance of the evidence that such information
           or material has been or becomes:

           1.22.1. Rightfully Made Known to the Receiving Party without
                   obligation of confidence; or

           1.22.2. Rightfully  Made Known to third  Parties who are  neither
                   under  obligation  of confidence nor who treat such
                   Proprietary Information confidentially

     1.23. "Proprietary  Rights" shall mean,  in any country,  (i) the right to
           file patent applications and any rights under patent applications;
           (ii) rights under a grant of letters patent or any similar form of
           statutory  protection  for  inventions, such as utility model
           protection and industrial design protection;  (iii) rights under
           copyright,  trade secret,  mask work or trademark law; and (iv) any
           other protectable intellectual property rights.

     1.24. "Prototype"  shall mean a  pre-production  or pilot  prototype,
           engineering  or design sample, or production verification prototype.

     1.25. "Purchase  Order"  shall  mean a Trimble  purchase  order issued  to
           Solectron pursuant to the provisions of this Agreement.

     1.26. "Receiving   Party"  shall  mean  a  Party  hereto  that  receives
           Proprietary Information of the other Party hereto.

     1.27. "Term" shall mean the period of time that begins on the Effective
           Date and ends upon Termination.

     1.28. "Termination"  means the time at which this Agreement  terminates as
           provided or referenced in paragraph 26.

     1.29. "Trade  Secret"  shall  mean  information  Made Known to either
           Party,  that is maintained  by a Party in  reasonable  confidence
           such that it is not generally known and used in the Party's industry,
           and which gives or may give the Party a competitive,  technical or
           other  business  advantage  over the other Party,  or third parties,
           who do not possess, know or use it.


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     1.30. "Trimble Proprietary  Component" shall mean any component which
           Solectron cannot purchase without Trimble's express authorization.

     1.31. "Trimble Designated Distributor" shall mean a person or entity
           identified by Trimble to Solectron as an authorized Trimble
           distributor.

     1.32. "Trimble Vendor" shall mean any producer or supplier of all or any
           portion of a Product that has been identified by Trimble on Trimble's
           approved vendor list (or "AVL") for such Product as the source of
           certain  Parts to be used by Solectron in the manufacture of such
           Product.

     1.33. "WAAP"  shall mean  Weighted  Average  Actual Price  determined  as
           specified in Exhibit 1.33.

     1.34. "Work" shall mean a work of authorship  protectable  under the
           copyright laws of an applicable  jurisdiction,  or a mask work
           protectable under the semiconductor chip protection laws of any
           applicable jurisdiction.

2.   PURCHASE AND SALE OF PRODUCTS

     During the Term and subject to the provisions of this Agreement,  Solectron
     shall manufacture and deliver or provide to Trimble,  and Trimble shall
     purchase from  Solectron,  Products,  and such other goods and services as
     this Agreement requires  or as  the  Parties  may  otherwise  mutually
     agree  in  writing.

3.   EXCLUSIVITY

     3.1.  Products

           During the Initial Term, Trimble shall purchase from Solectron
           all Trimble's  requirements  for Products  except as otherwise
           expressly provided in this Agreement.  After the Initial Term,
           or after an Exclusivity Termination Notice, Trimble shall only
           be obligated to purchase from  Solectron  such of the Products
           and in such  quantities  as Trimble may  determine in its sole
           discretion.  Nothing in this  Agreement  shall be construed or
           deemed to require Trimble to order any particular  quantity of
           any Product,  nor constitute any warranty or representation by
           Trimble in that regard.

           Nothing in this  Agreement  shall require  Trimble to purchase
           any Product  from  Solectron  to the extent  such  requirement
           would violate,  prevent or frustrate the purpose or benefit of
           any  extraordinary  Trimble contract or business  relationship
           that may  arise  after the  Effective  Date,  including  those
           requiring  local  manufacturing,   or  those  which  arise  in
           connection with any business acquisition or change of control.

     3.2.  Exclusivity Termination Triggers

           In  addition  to any other  rights or  remedies  available  to
           Trimble,  the following  events shall  constitute  Exclusivity
           Termination Triggers:

          3.2.1. [*]



[*]-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.

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          3.2.2. [*]
          3.2.3. [*]
          3.2.4. [*]

     3.3  Exclusivity Termination Process

          In the event of an Exclusivity  Termination  Trigger,  Trimble
          shall provide written notice thereof to Solectron,  and within
          three (3) business  days  thereafter  the Parties' most senior
          business   executives   then  available  who  have  decisional
          authority over this Agreement shall meet and confer  regarding
          such  Exclusivity  Termination  Trigger  and the  consequences
          thereof.  If within five (5)  business  days after such notice
          the Parties have not mutually  agreed upon a resolution of the
          circumstances  that  constitute  or relate to the  Exclusivity
          Termination  Trigger,  Trimble  may  deliver to  Solectron  an
          Exclusivity  Termination Notice. Such Exclusivity  Termination
          Notice  shall  have the  effect  described  elsewhere  in this
          Agreement.

4.   PRODUCTION FILES

     4.1. Design Specifications

          Within a reasonable time following the Effective Date, Trimble
          shall   furnish  to  Solectron   any  Design   Specifications,
          Manufacturing Specification and any Manufacturing Standard, in
          the form historically used by Trimble to produce each Product.

          Solectron acknowledges that, although Trimble will furnish the
          Design  Specifications,  Manufacturing  Specification  and any
          Manufacturing  Standard  in  the  form  historically  used  by
          Trimble to produce each Product, Trimble makes and has made no
          representations  or  warranties  with  respect to  Solectron's
          ability to produce Products or achieve any particular  results
          from  its use of  such  Design  Specifications,  Manufacturing
          Specifications  and any Manufacturing  Standards  furnished by
          Trimble.

     4.2. Manufacturing Standards

          Solectron   at  its   expense   shall   review   each   Design
          Specification and Manufacturing  Standard submitted by Trimble
          promptly upon receipt and,  consult with Trimble and visit the
          facilities of Trimble and its  subcontractors  as necessary or
          advisable  for the  purposes  of this  paragraph  4.  Promptly
          thereafter,  and from time to time during the Term,  Solectron
          shall advise and make recommendations to Trimble regarding all
          relevant matters that may affect each Design Specification and
          Manufacturing   Standard   as  such   matters  may  relate  to
          Solectron's




[*]-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.

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          preparation of preliminary or final  Manufacturing  Standards,
          or changes thereto,  including but not limited to sourcing and
          qualifying    components,    cost   analysis,    and   Product
          modifications  for unit cost  reduction.  Trimble  may, at its
          option, participate in all such Solectron activities.

          For  each   Product,   Solectron   shall   submit  to  Trimble
          preliminary  Manufacturing  Standards  that  comply  with  the
          relevant Design Specification and Manufacturing Specifications
          within a  reasonable  time after  Trimble  delivers its Design
          Specification to Solectron.

          As  soon  as   practicable   after   Solectron   delivers  the
          preliminary  manufacturing  procedures to Trimble, Trimble and
          Solectron  shall review them jointly.  Solectron shall deliver
          proposed final  Manufacturing  Standards to Trimble within one
          (1)  week  after   Trimble's   approval  of  the   preliminary
          Manufacturing  Standards and, upon  Trimble's  approval of the
          proposed final  Manufacturing  Standards,  such  Manufacturing
          Standards  shall  be  deemed  established  as to the  relevant
          Product.

     4.3. Production File

          Solectron shall maintain,  for each Product, a Production File
          that  (i)  includes  the  Design   Specifications   and  final
          Manufacturing  Standards;  and (ii) complies with all relevant
          provisions  of this  Agreement,  including  the  Manufacturing
          Specifications.  Solectron shall promptly  identify to Trimble
          any  Production  File  information  that  Solectron  considers
          Solectron's Proprietary Information.

     4.4. Production Prior to Acceptance of Production Files

          Prior to Trimble's  written  approval of Solectron's  proposed
          Manufacturing  Standards,  Solectron shall continue to produce
          the Products in accordance with Trimble's  historic  processes
          prior the  Effective  Date,  provided  that to the extent that
          Trimble has not furnished  information  regarding its historic
          processes  for producing any such  Products,  Solectron  shall
          employ  methods  of  production   that  conform  to  generally
          recognized best practices.

5.   PRODUCTION CAPABILITY

     5.1. Capacity

          During the Term and as otherwise  provided in this  Agreement,
          Solectron  shall maintain the labor,  materials and facilities
          necessary  to produce  and  deliver to Trimble  all  Products,
          services,  activities  and other things  required of Solectron
          under this  Agreement.  The Parties  will amend  Exhibit  1.20
          ("Products") to appropriately manage end-of-life,  inactive or
          discontinued Products.

     5.2. Materials

          Solectron  shall  provide or acquire  all Parts  necessary  to
          perform Solectron's  obligations under this Agreement from the
          applicable Trimble  Vendor(s).  Trimble may instruct Solectron
          to change  specific Parts or procedures for the manufacture or
          assembly of any Product(s) by


                                  Page 7 of 39

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          following  the change  procedure  described in Paragraph  5.4,
          subject  to  reasonable   adjustment  of  price  and  delivery
          schedule equitably attributable to such change.

          Trimble's  liability  for such  Parts  shall be limited to the
          provisions of Exhibit 8.2.

     5.3. Product Manufacture

          Solectron shall manufacture, assemble and test each Product in
          accordance  with its Production  File at a Solectron  facility
          that has been approved by Trimble in writing.  Solectron  will
          not change the  location  of  manufacture,  including  without
          limitation  different facilities or different production lines
          within the same  facility,  without  Trimble's  prior  written
          approval.

          Solectron shall not subcontract or delegate any portion of the
          manufacture,  assembly  or  testing of the  Products  to third
          parties without Trimble's express written approval,  which may
          be granted or withheld by Trimble in its sole discretion.

          Solectron shall not, without Trimble's prior written approval,
          include  electronic  components  in the Products  which have a
          date code which is older than [*] from the date such component
          is first delivered to Solectron,  provided  however,  that for
          any such  Parts  with a date code older than [*] from the date
          such  component  is first  delivered to  Solectron,  Solectron
          shall  perform  such  solderability  and other tests as may be
          required   by  the   Manufacturing   Specifications   or  best
          commercial   practice.   Solectron  shall  keep  documentation
          sufficient to verify its  compliance  with this  Paragraph 5.3
          and shall promptly provide such  documentation to Trimble upon
          request.

     5.4. Production File Changes

          5.4.1. Initiated by Trimble

                 From  time  to time  during  the  Term,  Trimble  may  issue a
                 preliminary  change notice  ("Preliminary  Change  Notice") to
                 Solectron that states one or more changes to a Production File
                 or the Manufacturing Specifications.

                 Trimble's  Preliminary  Change  Notice shall  specify  whether
                 Trimble's  requested change is a Class 1 ECN or Class 2 ECN. A
                 "Class  1  ECN"  is  an   engineering   change  that  must  be
                 implemented  within  Twenty Four (24) hours  after  receipt of
                 notice  and  before  additional   Products  are  delivered  to
                 Trimble.  A "Class 2 ECN" is an engineering change that may be
                 implemented at a mutually agreeable time.

                 Solectron  shall,  [*]  within  the  time  specified  in  the
                 Preliminary  Change Notice but generally not more than two (2)
                 business  days  from  Trimble's  issuance  of the  Preliminary
                 Change Notice,  provide information regarding factors that may
                 affect    implementation,    and   costs    associated    with
                 implementation   (one-time  and  on-going),   of  the  changes
                 described in the Preliminary Change Notice.

                 If, after receiving  Solectron's  response,  Trimble wishes to
                 implement  the changes  described  in the  Preliminary  Change
                 Notice, Trimble shall issue





[*]-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 8 of 39

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                  a final engineering change notice ("ECN") or final
                  manufacturing change Notice ("MCN") to Solectron.

          5.4.2.  Initiated by Solectron

                  If Solectron  wishes to initiate a change to a Production File
                  or the Manufacturing  Specifications,  Solectron shall furnish
                  to Trimble a proposed change notice ("Proposed Change Notice")
                  together with  information  regarding  factors that may affect
                  implementation,   and  cost  associated  with   implementation
                  (one-time  and  on-going).   Solectron  shall  supplement  the
                  Proposed  Change Notice with such  additional  information  as
                  Trimble  may  reasonably  request  at any time  ("Supplemental
                  Information").  Trimble shall not be deemed to have  completed
                  its assessment, and shall be under no obligation to respond to
                  a Proposed  Change  Notice,  until  Trimble has  received  and
                  analyzed  the  Proposed   Change  Notice,   the   Supplemental
                  Information,   and  such  other   information   regarding  the
                  business,  financial and technical  particulars as Trimble may
                  in its sole  discretion  deem necessary or advisable.  Trimble
                  may decline any Proposed  Change Notice in Trimble's  absolute
                  discretion.  If Trimble  wishes to  implement  an  engineering
                  change as described in  Solectron's  Proposed  Change  Notice,
                  Trimble shall issue a Final ECN or Final MCN to Solectron.

                  For change requests initiated by Solectron,  Solectron will be
                  responsible for [*] to such materials, locations or processes
                  that are  requested  by  Solectron,  except as the Parties may
                  otherwise expressly agree in writing.

          5.4.3.  Final ECN/MCN

                  A Final  ECN or  final  MCN  shall  be  incorporated  into the
                  Production File for the applicable Product(s) on the specified
                  implementation  date. Solectron shall not change or modify the
                  processes for the Products as provided in the Production  File
                  without a Final ECN or final MCN from Trimble.

          5.4.4.  Charges

                  For purposes of this  paragraph  5.4, any cost  identified  by
                  Solectron as a "cost associated with implementation" shall not
                  include, and Trimble shall not be liable for, [*]

          5.5.5.  Allocations

                  Solectron  warrants  and  agrees  that  with  respect  to  any
                  allocations  of  components,  materials,  labor or  production
                  capacity  made in  connection  with  orders  placed by Trimble
                  under this  Agreement  due to any shortage or  unavailability,
                  Trimble will receive from Solectron  allocations  thereof that
                  are at least as  favorable as any  allocation  provided to any
                  other Solectron customer.





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     5.6. Manufacturing Support

          Each Party shall perform its manufacturing support services as
          described in Exhibit 5.6.

     5.7. Solectron Relationship with Trimble Vendors

          Solectron shall manage Solectron's  relationships with Trimble
          Vendors in a manner that will enhance long-term  relationships
          with such vendors and produce  benefits for both Solectron and
          Trimble. [*]

          Without limiting the foregoing, Solectron shall, at a minimum,
          comply with the following obligations to ensure good component
          material management for the Products:

          5.7.1. Ensure component level failure analysis is performed by the
                 Trimble Vendors,

          5.7.2. Expedite  component  returns,  failure analysis and corrective
                 actions regarding defective   components  with  Trimble
                 Vendors  and  promptly  communicate  this information to
                 Trimble,

          5.7.3. Work with Trimble Vendors to reduce leadtimes and WAAPs,

          5.7.4. Address poor component yields with Trimble Vendors and promptly
                 provide analysis and corrective plans regarding same to
                 Trimble,

          5.7.5. Provide regular performance feedback to Trimble Vendors, with a
                 copy to Trimble,

          5.7.6. Provide Trimble with copies of all Trimble Vendors newsletters
                 via e-mail,

          5.7.7. Permit  Trimble to participate in  discussions  with Trimble
                 Vendors  regarding issues related to Parts WAAP and
                 availability, and to Solectron's performance of this Agreement,

          5.7.8. Initiate and maintain vendor qualification, performance and
                 corrective action programs with the Trimble Vendors,

          5.7.9. Assist Trimble as Trimble may reasonably request with Trimble's
                 vendor conference, and

          5.7.10.Provide to Trimble any information relating to Part quality,
                 technology trends, and such other  information  that  Solectron
                 may have and Trimble may reasonably require to maintain a
                 competitive position in its markets.

         Solectron  shall  provide  each of the  Trimble  Vendors  with
         non-binding,  forward looking,  rolling  forecasts for each of
         the Parts and shall update such  forecasts on a monthly basis,
         or more frequently as necessary to support Trimble's  business
         needs. Such forecasts shall [*]





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          [*]

     5.8. Production Personnel

          Solectron  acknowledges that certain Solectron personnel whose
          names  appear  on  the  attached   Exhibit  5.8  were  Trimble
          employees  before the Effective  Date,  possess certain [*] or
          other technical or engineering skills and experience that have
          been and will continue to be required in the production of the
          Products. Solectron agrees that it shall [*]

     5.9. Production Floor Scrap

           Solectron  shall bear all costs for Scrap within a [*].  Above
           the [*], (i) Trimble shall reimburse Solectron the [*] for all
           Parts or Products Scrap that the Parties reasonably  determine
           is caused by  Trimble's  Product  design;  and (ii)  Solectron
           shall bear all cost for all Parts or Products  Scrap caused by
           Solectron's manufacture of the Products.

           "Scrap"  means  Parts  or  Products  that  are or  may  become
           unusable  in  the  manufacturing  process.   "Scrap  Rate"  is
           calculated by dividing the materials WAAP of all Scrap created
           in each  quarter by the total  materials  WAAP in that quarter
           and expressing the result as a percentage.

     5.10. Discrepant Materials

           As provided in the Asset  Purchase  Agreement,  Solectron will
           purchase  Discrepant  Materials  from Trimble at [*].  Trimble
           will sell only those Discrepant  Materials produced in the one
           (1) year prior to the Effective Date.  Solectron may repair or
           rework  the  Discrepant   Materials  to  meet  the  applicable
           Product's  Production File and supply the repaired or reworked
           Discrepant   Materials  to  Trimble  as  Products  under  this
           Agreement.  Solectron  shall bear the cost of all Scrap in the
           Discrepant  Materials.  If (i) the price paid by Solectron for
           the Discrepant  Material totals more than [*]; or (ii) despite
           its best efforts, Solectron is unable to repair or rework more
           than [*] of the  Discrepant  Materials to meet the  applicable
           Product's  Production  File; the Parties will meet and discuss
           an equitable resolution.  "Discrepant Materials" means work in
           progress   that  fails  to  meet  the   applicable   Product's
           Production File.

6.   PRODUCTION SUPPORT TEAMS

     On or before the Effective  Date  Solectron  shall  establish a team of
     skilled and  experienced  employees  ("Production  Support Team") which
     shall be the primary  Product and  technical  interface  with the other
     Party  and  serve  as  the  focal  point  for  the  identification  and
     resolution of any problems that may surface during the




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     course of this  Agreement.  Solectron  shall  consult  with Trimble and
     comply with  Trimble's  reasonable  requests  regarding  the  Solectron
     personnel  that  Solectron   designates  or  intends  to  designate  as
     Solectron's  Production  Support  Team,  including the  opportunity  to
     interview and reject proposed  Production Support Team candidates prior
     to Solectron assigning them to the Production Support Team.  Production
     Support Teams shall not have the authority to amend or modify the terms
     of  this   Agreement.   The   Production   Support   Teams  shall  meet
     periodically, electronically, telephonically or otherwise as reasonably
     agreed by the Parties,  and at least  quarterly for a general review of
     the Parties'  performance  under the  relationship and to establish any
     corrective  action  plans  necessary to meet  performance  criteria set
     forth in this Agreement.

     Solectron's  Production  Support  Team shall  include two (2)  Customer
     Focus  Teams,  aligned on a product- or business  unit basis as Trimble
     may  reasonably  request,  which  shall be  responsible  for  providing
     support in the following  areas:  (i) Trimble Vendor  management;  (ii)
     inventory control; (iii) engineering services;  (iv) master scheduling;
     (v) document  control;  (vi) quality  assurance;  and (vii)  customized
     reporting.

     In addition to the obligations described above,  Solectron's Production
     Support Team shall be able to (i) respond to normal  inquiries within [*],
     (ii) provide an initial  response for urgent  requests within [*],
     and (iii) comply with the order  acknowledgment  and RMA procedures set
     forth elsewhere in this Agreement.

7.   FORECASTS

     Within three (3) business days after the Effective Date,  Trimble shall
     deliver to  Solectron  a  non-binding,  forward  looking,  [*]  rolling
     forecast  ("Forecast")  for orders of the  Products,  and  update  such
     Forecast from time to time during the Term, but no less frequently than
     [*]. Each Forecast shall state  Trimble's  anticipated  orders for each
     Product during the Forecast period: [*]

8.   PURCHASE ORDERS

     8.1. Submission; Content

          From  time  to time  during  the  Term,  Trimble  may  deliver
          Purchase  Orders to  Solectron  in  writing,  via  telefax  or
          electronically, via procedures to be mutually agreed or in the
          same manner as specified in this Agreement for the delivery of
          notices.  Such  Purchase  Orders shall  include the  following
          information ("Basic Information"),  as and if applicable,  and
          such other  information  as may be relevant  to such  Purchase
          Orders:

          8.1.1. Deliverables (which shall include Trimble part number(s));

          8.1.2. Quantities of each deliverable;

          8.1.3. Unit and total prices then in effect;

          8.1.4. Delivery date(s) within the applicable Product Delivery
                 Leadtime;

          8.1.5. Delivery location(s);




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          8.1.6. Product notes (including, but not limited to, radio frequency
                 or other configuration information); and

          8.1.7. Any special packaging or shipping requirements.

                 Any  terms,   conditions  or   information   appearing  on  or
                 accompanying  any of Trimble's or Solectron's  purchase orders
                 or acknowledgments or related  correspondence,  other than the
                 Basic Information,  shall be of no effect unless (i) expressly
                 permitted under this Agreement,  or (ii) Trimble and Solectron
                 expressly agree otherwise in a separate, signed writing.

     8.2. Delivery Leadtimes

          Delivery Leadtimes for each Product shall be determined by the
          Product's  applicable  delivery  category  specified  on,  and
          subject to change as provided in, the attached Exhibit 8.2.

     8.3. Confirmation

          8.3.1. [*]

          8.3.2. [*]

          8.3.3. [*]

     8.4. Order Acceptance.

          A Purchase  Order in the form  described in Paragraph 8 above,
          which complies with the terms of this Agreement, (a "Complying
          Order")  shall be deemed  accepted by  Solectron  upon receipt
          regardless  of whether or not  confirmed  or  acknowledged  by
          Solectron as provided in paragraph 8.3. Solectron shall not be
          obligated  to accept a purchase  order that is not a Complying
          Order,  nor shall  Solectron be obligated to accept a purchase
          order which states  quantities in excess of those Forecast and
          Flexibility






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          Parameters (any of the foregoing a "Non-Complying Order"), and
          such a  Non-Complying  Order  shall not be deemed  accepted by
          Solectron unless Solectron expressly accepts it in writing. If
          Solectron   determines   that   any   purchase   order   is  a
          Non-Complying   Order,   Solectron  shall  notify  Trimble  as
          described in Paragraph  8.3 above,  and the Parties  shall use
          their mutual reasonably diligent efforts to cause the Purchase
          Order  to be a  Complying  Order,  at  which  time it shall be
          deemed accepted by Solectron and Solectron shall so confirm to
          Trimble in writing.

     8.5. Purchase Order Changes

          8.5.1. Trimble  shall be entitled to cancel any Purchase  Order in
                 whole or in part, or change  all or any part of the  Basic
                 Information  applicable  to any  Purchase Order,  by
                 delivering  notice  thereof  to  Solectron  in the same  manner
                 as a Purchase Order may be delivered, and Solectron shall
                 comply with any such change or cancellation.  Any such change
                 or cancellation  shall be without liability to Trimble if it is
                 within  the  Flexibility  Parameters  and,  if it is not,  such
                 change or cancellation  shall be subject to any relevant
                 liability as described in Exhibit 8.2.

          8.5.2. For  increases  or  decreases in  quantities  ordered  which
                 fall outside of the parameters  set forth in Exhibit  8.2,
                 Solectron  agrees to use best efforts to accommodate Trimble's
                 requested changes.

     8.6. First Month Orders

          For the thirty (30) days  following  the Effective  Date,  the
          forecasting and ordering procedures  specified in Paragraphs 7
          and 8 shall not apply to the ordering,  production or delivery
          of the Products.  Instead, during that thirty (30) day period,
          Solectron shall complete the production of Products in process
          as of the Effective  Date in accordance  with a schedule to be
          provided  by  Trimble  to  Solectron  at the  Effective  Date,
          provided   that   such   schedule   generally   provides   for
          manufacturing   times  for  the  Products   substantially   in
          accordance  with the Delivery  Leadtimes  specified on Exhibit
          8.2.  During such thirty (30) day period,  Trimble will supply
          forecasts on a daily basis.

     8.7. Solectron  and Trimble agree to discuss at a mutually  agreeable  date
          the terms and conditions,  if any, under which the Parties may agree
          to implement a kanban or demand-pull form of delivery system for the
          Products.

9.   DELIVERY.

     9.1. Beginning  at the  Effective  Date and until such time as required by
          a Delivery Plan ("Delivery Interim Period"), Solectron shall deliver
          Products to Trimble on time to the same extent that  Trimble's
          manufacturing  function has  internally delivered Products within
          Trimble on time, or earlier,  during the six (6) month period
          preceding  the  Effective  Date.  During the  Delivery  Interim
          Period, Solectron shall use its best efforts to deliver  Products on
          time as required to meet  Trimble's  business  needs,  consistent
          with the condition of the Trimble manufacturing function





                                 Page 14 of 39
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          transferred  to Solectron  under that certain Asset Purchase Agreement
          between Trimble and Solectron dated [date].

          Within  Forty Five (45) days  following  the  Effective  Date,
          Solectron shall furnish to Trimble,  for Trimble's  review and
          approval,  a proposed  plan to achieve on time delivery of all
          Products ("Delivery Plan"). Beginning at the time specified in
          the Delivery  Plan, but in no event later than March 31, 2000,
          Solectron will deliver all Products to Trimble on time.

          For  purposes  of this  Agreement,  a Product  shall be deemed
          delivered  "on time" if it conforms to the  relevant  warranty
          and acceptance  criteria,  was produced in conformity with the
          applicable  Production  File, and is delivered to the required
          delivery location or common carrier, as applicable,  on or not
          more than three (3) days before the delivery date specified in
          the applicable Purchase Order.

     9.2. If a  delivery  is not on time,  or if  Solectron  reasonably  expects
          to make a delivery that is not on time,  Solectron  shall  promptly
          notify  Trimble,  and unless the delay is caused by Trimble,  shall at
          no  additional  cost to Trimble employ   accelerated   measures  such
          as  material   expediting  fees,  premium transportation  costs,  or
          labor  diversion  or  overtime  required  to meet the specified
          delivery date or minimize the lateness of deliveries.

     9.3. For  deliveries  to  Trimble  within  [*] of  Solectron's  Milpitas,
          California facility,  Solectron  shall  deliver  Products to
          Trimble's  delivery  location specified in an Order, [*] choosing.

     9.4. For  all  other  deliveries,  Solectron  shall  deliver  Products  [*]
          choosing addressed to the delivery  location  specified in the
          relevant order,  and shall insure against normal  transportation
          risks. The cost of shipment and insurance shall be added to the amount
          payable by Trimble.

     9.5. Title and risk of loss to all Products shall pass to Trimble upon
          delivery to the common carrier at Solectron's shipping dock.

10.  LABELING AND PACKAGING

     10.1. Trimble shall provide to Solectron all necessary specifications,
           identification and artwork for the labeling of the Products and
           packaging  under the applicable label.

     10.2. Solectron  shall  package  and label all  Products as  specified  by
           Trimble in the Design Specification,  without additional cost to
           Trimble.  Where Trimble  does not specify  packaging  and  shipping
           requirements  in the Design specification,  Solectron shall package
           and ship Products to Trimble in a manner which (i) follows Trimble's
           written  instructions,  (ii) follows good commercial practice, (iii)
           is  acceptable  to common  carriers for  shipment,  and (iv) is
           adequate  to ensure  safe  arrival.  Solectron  shall  mark the
           outside of each shipment  container  with the  applicable  Trimble
           part  numbers and  necessary handling and lifting information. Each








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           shipment shall be accompanied by a packing slip and source inspection
           acceptance report  which  will  include  Trimble's  part  numbers,
           purchase  order and the quantity shipped.  Solectron further agrees
           to label the Products consistent for United  States  custom
           requirements  for country of  manufacture  as well as to provide
           revision code and  manufacturing  date code labeling for the Products
           in the location and format specified by Trimble.

     10.3. If Trimble requests additional marking or labeling  information on,
           or packaging for, the Products which is not specified in the Design
           Specifications and which results  in a  change  in the  cost of
           materials  or  production,  Trimble  and Solectron shall negotiate an
           equitable price adjustment in good faith.

     10.4. Solectron shall not pack different Products or different
           configurations of the same Products in the same shipment container.

11.  ACCEPTANCE OR REJECTION

     11.1. Source Inspections.

           Upon prior  notice to  Solectron,  Trimble  or its  authorized
           representative(s)   may  conduct  source  inspections  of  the
           Products at  Solectron's  facility at which Products are being
           manufactured,  during  Solectron's normal business hours. Such
           inspections  shall be based upon [*] and such other  standards
           as Trimble may  reasonably  elect.  The Parties shall mutually
           agree  upon the  timing of such  inspections,  which  shall be
           conducted in a manner that does not interfere with Solectron's
           operations.  Solectron shall provide sufficient facilities for
           persons  conducting  such source  inspections.  If any Product
           fails  the  test  procedure  set  forth  in the  Manufacturing
           Standards,  Trimble  may  reject  the  entire  lot of any such
           Products,   and  Solectron   shall  promptly  take  all  steps
           necessary to correct such failures.

           Immediately  upon  any  rejection   resulting  from  a  source
           inspection,  Solectron shall identify the cause of the failure
           and shall  promptly take all  reasonable  steps to correct any
           such failure as described in the Manufacturing Specifications.

     11.2. Incoming Inspections.

           Trimble may inspect  all  Products  within [*] after its
           receipt of such  Product  ("Rejection  Period") and may reject
           any Product  that fails to meet the Design  Specifications  or
           Manufacturing Standards.

           Trimble  may also  reject  any  quantity  of goods  shipped by
           Solectron in excess of those  ordered,  or which are delivered
           more than [*] before the  scheduled  delivery  date.  However,
           such overshipments or early shipments, to the extent accepted,
           shall be subject to all of the terms and provisions  contained
           in this Agreement.

           If  Trimble   rejects  any  Products,   Trimble  shall  notify
           Solectron in writing or follow the RMA procedure  described in
           Paragraph 18.3 within the





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           Rejection  Period.  Solectron  shall  promptly  credit  Trimble's
           account for all  Products  rejected by Trimble and returned to
           Solectron.

     11.3. General.

           Solectron  shall (i)  provide  Corrective  Action  Reports  as
           specified  in  Exhibit  15.1  unless  otherwise  specified  by
           Trimble in the Design  Specifications  or Quality Plan for the
           applicable  Products,  and  (ii)  record  date  codes,  serial
           numbers,   electronic   serial  numbers  ("ESN  numbers")  and
           corrective action for all Products rejected by Trimble.

           Notwithstanding  anything to the  contrary  contained  in this
           Agreement,  inspection or failure to inspect the Products upon
           Delivery shall not affect  Trimble's rights under the warranty
           provisions of this Agreement.

12.  PRICING, PAYMENT, AND COST REDUCTION

     12.1. Prices

          12.1.1. The initial  unit prices to be paid by Trimble for  Product(s)
                  are set forth in Exhibit 1.20 attached to this Agreement.

          12.1.2. During  the  term of this  Agreement,  adjustments  to the
                  unit  prices  for the Products will be made on an ongoing
                  basis in accordance  with the  provisions of Exhibit 12.1.

          12.1.3. Except as otherwise provided in this Agreement,  unit price
                  includes all charges for the Product(s),  any related
                  deliverable items and services,  and packaging.

          12.1.4. The WAAP  stated by  Solectron  to  Trimble  during  the Term
                  for any Part supplied or to be supplied by Solectron to
                  Trimble (i) fairly  and  accurately  represents  the price
                  paid by Solectron for such Part, and (ii) is determined  under
                  the Method stated in Exhibit 1.33.

          12.1.5. Solectron's Method of calculating the WAAP of any Part
                  (i) is the method regularly and consistently  employed
                  by   Solectron   for  internal   financial   reporting
                  purposes, and (ii) includes all elements, and does not
                  omit elements, necessary to make any statement of WAAP
                  accurate and not misleading.

          12.1.6.  Prices are  partially  based on the Parties'  estimate
                   that Solectron's annual revenue from Trimble, [*]. If,
                   upon the first anniversary of the Effective Date, [*],
                   the parties  will in good faith  discuss an  equitable
                   resolution.  Solectron  will use its best  efforts  to
                   reduce or  otherwise  control its costs and  re-deploy
                   its   manufacturing   assets   prior   to   any   such
                   negotiations.








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     12.2. Payment

           Trimble shall pay for all Products received by Trimble [*]

           Except as provided above:

           12.2.1. Trimble shall use commercially  reasonable efforts to pay for
                   all other Products received by Trimble between [*] and

           12.2.2. Trimble shall use commercially reasonable efforts to pay for
                   all Products received by Trimble [*]

           When   reasonably   practicable,   payment  will  be  made  by
           electronic  transmittal Electronic Data Interchange ("EDI") or
           equivalent.   Solectron   agrees   to   support   Trimble   in
           implementing  the  required  EDI  process.  Payment  shall not
           constitute acceptance of the Products by Trimble.

     12.3. Taxes

            Where the law permits, Solectron shall treat Trimble as exempt
            from  applicable  state and/or local sales tax for  Product(s)
            purchased pursuant to this Agreement.  Where required by state
            or local law,  Trimble  shall provide  Solectron  with a valid
            reseller's exemption  certificate for each taxing jurisdiction
            to which Solectron ships  Product(s).  When Trimble  purchases
            Products for internal use pursuant to this Agreement,  Trimble
            shall notify  Solectron and shall pay any applicable sales tax
            to Solectron.

13.  RECORDS, AUDITS AND REPORTS

     13.1.  Solectron  shall keep complete,  correct and accurate books of
            account  containing all records that are required according to
            Solectron's business processes and policies. In order to allow
            Trimble to  determine  the  accuracy of the prices  charged to
            Trimble  under this  Agreement  and to verify  the  efforts of
            Solectron to reduce such prices.

            Solectron  shall  within  three (3)  business  days after Trimble's
            request  made at any time and from time to time provide to Trimble:

            13.1.1. A report that identifies,  by part number, quantity and such
                    other attributes as are relevant,  all finished goods, work
                    in progress,  Parts and other items held or ordered by
                    Solectron  (i) for which  Trimble is or may become  liable
                    to pay Solectron  under any  provision of this  Agreement,
                    and (ii) in addition to the foregoing, those that Solectron
                    intends to use in producing Products.





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          13.1.2. Access  to the  following  types of  information  with
                  respect  to  Solectron's performance of its obligations under
                  this Agreement:  component WAAPs; component business  awards
                  where  such  awards  are  specified  by  Trimble;  labor  time
                  standards;  yield data at board  test and final  test;  rework
                  and scrap  rates; supplier performance  ratings;   lot
                  tracking/status   information;   factory cycle-time; component
                  lead times;  freight  costs;  inventory  visibility;  ECN
                  tracking and effectiveness;  and summaries of shipments and
                  billings.

          13.1.3. For the verification of component pricing, Solectron shall
                  provide Trimble Weighted Average Actual Price (WAAP) data for
                  components, at the Trimble part number level. Trimble,
                  at its  request,  may verify  Solectron's  process for
                  calculating  the WAAP by  reviewing  data  relating to
                  receipt    and    disbursement    of   a    reasonably
                  representative  sample of Parts whose pricing does not
                  fall under a Solectron  non-disclosure  agreement with
                  any supplier,  or when the supplier waives any related
                  non-disclosure  obligation.  If a  supplier  waives  a
                  non-disclosure  obligation,  Solectron  shall  take no
                  action to discourage or prevent Part price  disclosure
                  to  Trimble.   For  new   assemblies   containing  new
                  components  with no WAAP in  Solectron's  MRP  system,
                  Solectron shall provide  Trimble a burdened  component
                  price in order to comply with existing  non-disclosure
                  provisions that prohibit Solectron from sharing actual
                  purchase  price.  Such  burdened  price  will  be  for
                  reference  only,  and contain a  Solectron-proprietary
                  adjustment  which  shall not be  included  in any Part
                  pricing  for  costed  bills  of   materials   for  new
                  products, assemblies or Parts.

          13.1.4. All WAAP information  disclosed between the Parties shall be
                  deemed Confidential Information.  Trimble  shall  not  reveal
                  WAAP  data  to  component  suppliers, distributors,  other
                  contract manufacturers,  or any other third parties, either
                  directly or indirectly. The Parties acknowledge that improper
                  disclosure of WAAP data to suppliers  could result in
                  irreparable  damage to procurement  leverage; therefore, each
                  Party agrees to take prompt  corrective action for any
                  improper disclosure and to take disciplinary action where
                  appropriate.

          13.1.5. The most current Production File for the Product(s).





                                 Page 19 of 39
<PAGE>



     13.2.     Solectron  shall, on or before the fifth (5th) day of each
               calendar month during the Term,  deliver  to Trimble a Monthly
               Report as  described  in the  attached Exhibit 13.3.

     13.3.     Solectron shall permit Trimble's customers reasonable inspection
               and access to data regarding quality, yield data at board test
               and final test, rework and scrap rates, lot tracking/status
               information, summaries of shipments, and such other non-financial
               manufacturing information as Trimble's customers may reasonably
               require to confirm Trimble's compliance with such customers'
               reasonable manufacturing requirements.

14.  PROTOTYPE SERVICES

      From time to time during the Term,  Trimble may desire Solectron's help
      in  building  Prototypes.  In these  instances,  Trimble  shall  notify
      Solectron of its desire, shall furnish to Solectron  preliminary design
      information and the Parties shall cooperate as described in Exhibit 14.

15.  QUALITY ASSURANCE

     15.1.     Quality Improvement Plan

               In  addition  to the  Quality  Plans  that  are  part  of each
               Production  File,  Solectron  shall  establish,  maintain  and
               manage a Quality  Improvement  Plan for each  Product  that is
               consistent  with (i) the  provisions of Exhibit 15.1, and (ii)
               standard  industry  practices,  to  ensure  that  the  overall
               reliability,  quality and performance objectives stated in the
               relevant Production File is achieved.

     15.2.     ISO9000 Certification

               Solectron shall  manufacture the Product(s) at a facility that
               maintains ISO 9000 certification.

     15.3.     QS9000 Compliance

               Solectron shall obtain as soon as reasonably  practicable (but
               in no case  longer  than  twelve  (12)  months  following  the
               Effective  Date)  and  maintain  throughout  the  Term  QS9000
               compliance at its Product production facility.  Solectron will
               investigate  QS9000  certification  and advise  Trimble if and
               when Solectron can achieve QS9000 certification.

     15.4.     Other Requirements

               From time to time during the Term,  Trimble  may request  that
               Solectron obtain such other certifications and meet such other
               manufacturing,  security,  facility and other  requirements as
               Trimble may specify.

16.  REGULATORY COMPLIANCE

     Solectron  represents  and warrants that its  manufacturing  facilities
     will  comply,   its  manufacturing   processes  will  be  conducted  in
     accordance, and its performance under this Agreement shall comply, with
     all applicable federal, state and local statutes, laws and regulations.






                                 Page 20 of 39
<PAGE>



17.  PRODUCT WARRANTY; EPIDEMIC FAILURE

     17.1.     Performance Warranty.

               Solectron  warrants to Trimble  that  Product(s)  furnished by
               Solectron  to  Trimble   under  this   Agreement,   and  their
               production,  (a) shall  conform to the  Production  File,  (b)
               shall  conform to the  Manufacturing  Specifications,  and (c)
               shall  be  free  from  defects  in  material  and  workmanship
               furnished  by  or  through  Solectron  under  normal  use  and
               operation for either (i) the period specified on Exhibit 1.20,
               or (ii) if no period is specified on Exhibit 1.20,  the lesser
               of (A) [*] from the date of delivery  by  Solectron  to
               Trimble,  or (B) [*] from the date of  delivery of the
               Product to the end user,  or (iii)  such  other  period as the
               Parties may expressly agree in writing.

     17.2.     Epidemic Failure

               Except as may  otherwise be provided in a Production  File, in
               the event that,  at any time within [*] after  Delivery,  more
               than [*] of any given  Product  sold and  delivered to Trimble
               within any [*] period fails to operate  properly as the result
               of improper  Solectron  workmanship,  then an Epidemic Failure
               shall be deemed to have  occurred.  Upon  notice by Trimble to
               Solectron of any Epidemic  Failure,  Solectron  shall promptly
               develop a plan to  eliminate  the  problem  in all  continuing
               production and to correct the problem in all affected units of
               Product  previously  sold and delivered to Trimble during said
               [*] time period.  Solectron  shall submit such plan to Trimble
               for Trimble's acceptance. Upon receiving Trimble's approval of
               such plan,  Solectron shall implement the corrective action at
               its expense.  If such plan is not acceptable to Trimble,  then
               Trimble  can  require  Solectron  to  repair  or  replace,  at
               Trimble's  option,  the affected Product at Solectron's  cost.
               The parties  agree to use  reasonable  efforts to complete the
               repair or replacement of the affected Product within [*] after
               written  notice  of  such  Epidemic  Failure  is  provided  to
               Solectron.  For epidemic  failures that are affecting  current
               production, Solectron shall identify the problem and develop a
               plan to solve it within [*] of Trimble's notice.

               In the  event of an  epidemic  failure  due to a common  cause
               which  is  neither  (A)  otherwise  covered  by  the  previous
               paragraph;  nor (B) due to (i) a Trimble Product design,  (ii)
               Trimble-supplied  test design, or (iii) a Trimble  Proprietary
               Component;   the  Parties  will  use  reasonable   efforts  to
               determine,   address   and  resolve   such   failure  and  its
               consequences.

               In the event any  failure  described  in this  paragraph  17.2
               arises from defects in materials  supplied to Solectron by any
               third party,  Solectron shall share, assign or pass through to
               Trimble  any  related  concession  from or claim  against  the
               relevant supplier.

     17.3.     Warranty Exclusions

              The  warranties  set forth in this article  shall not apply to
              any  claims,  problems  or  defects  which  are the  result of
              designs  specified in the Design  Specifications,  normal wear
              and tear, mishandling, misuse,






[*]-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 21 of 39
<PAGE>



               neglect or improper  testing or repair by other than Solectron
               or  its  authorized  representative.  These  warranties  shall
               survive inspection, acceptance and payment.

               THE  WARRANTIES  CONTAINED IN THIS ARTICLE ARE IN LIEU OF, AND
               SOLECTRON  EXPRESSLY  DISCLAIMS  AND TRIMBLE  WAIVES ALL OTHER
               REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR
               ARISING BY COURSE OF DEALING OR PERFORMANCE,  CUSTOM, USAGE IN
               THE  TRADE OR  OTHERWISE,  INCLUDING  WITHOUT  LIMITATION  THE
               IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A
               PARTICULAR USE.

18.  WARRANTY CLAIMS AND REPAIR

     18.1.     Trimble shall promptly  notify  Solectron of any breach or
               alleged breach of the warranties  contained  in  Paragraph  17.
               Solectron  and  Trimble or  Trimble's customers  shall follow the
               RMA procedure  described in Paragraph  18.3 below to return  to
               Solectron  Product(s)  that are  defective  or that  need  repair
               or replacement.  Solectron,  at Solectron's expense and at
               Trimble's option,  shall either  replace  or repair  Products
               which are or become  defective  during the warranty  period and
               Deliver the Products to the location  designated by Trimble
               within [*] after Solectron's receipt of the rejected
               Product(s).

     18.2.     In connection with warranty repair or replacement, Solectron
               shall:

               18.2.1. Use repair/rework processes that are part of the
                       Production File or otherwise approved by Trimble in
                       writing;

               18.2.2. Record and report to  Trimble,  in  writing,  date codes,
                       serial  numbers,  and corrective action for all
                       Product(s) returned for repair or replacement;

               18.2.3. Furnish Corrective Action Reports as required by Exhibit
                       15.1;

               18.2.4. Update Product(s) to the latest engineering change level;

               18.2.5. Pay all shipping costs associated with Products returned
                       for repairs during the warranty period;

               18.2.6. Repair or rework any given Product not more than [*]
                       times;

               18.2.7. Retest Products as specified in the Manufacturing
                       Standards prior to a redelivery;

               18.2.8. Return  repaired,  reworked or replacement  Products in
                       separate  shipments from Trimble's scheduled Product
                       orders; and

               18.2.9. Provide  statistics  to  Trimble on no  problem  found
                      (or  "NPF")  returns on a quarterly basis.

     18.3.     RMA Procedure

               To return a Product to Solectron as provided by  Paragraphs 11
               and 18, Trimble shall, request a Return Material Authorization
               ("RMA") number from Solectron. Solectron shall provide the RMA
               number in writing to Trimble  within [*] after  receipt of any
               request.





[*]-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 22 of 39
<PAGE>



               After receipt of the written RMA number,  Trimble shall return
               to  Solectron  the  rejected  or  defective  Product,  freight
               collect and properly insured,  in its original shipping carton
               (if available) with the RMA number displayed on the outside of
               the carton.

               Solectron  shall, at Trimble's  request,  provide Trimble with
               pre-issued RMA numbers.

     18.4.     In-Field Warranty Repair

               Trimble in the  exercise of its sound  business  judgment  may
               from time to time  determine  that warranty  repair of certain
               Products or for certain  customers  should be undertaken at or
               near the customer's place of business.  In such event, Trimble
               shall notify Solectron of such  determination  and the Parties
               shall thereupon  immediately  cooperate with each other to (i)
               determine whether the affected Product's condition constitutes
               a breach of any  Solectron  warranty and (ii)  undertake  such
               repair.  If the affected  Product's  condition  constitutes  a
               breach  of any  Solectron  warranty,  Solectron  shall  either
               undertake such repair, or reimburse Trimble for its reasonable
               cost of such repair.

19.  PARTS SUPPLY

     19.1.     By Solectron

               Solectron shall,  upon Trimble's  request made at any time and
               from time to time, sell to Trimble:

               19.1.1. During the Term of this Agreement,  all finished goods,
                       work in progress,  Parts and other items held or ordered
                       by  Solectron  (i) for which  Trimble is or may become
                       liable to pay Solectron under any provision of this
                       Agreement;  and (ii) in addition to the foregoing,  those
                       that Solectron  intends to use in producing Products.
                       The prices for any items  shall not exceed what Trimble's
                       liability would  have  been for the items as  described
                       in  Exhibit  8.2 if  Trimble had canceled its orders for
                       Products.

               19.1.2. During the Term of this Agreement,  Parts Trimble may
                       reasonably require for all Products purchased by Trimble
                       from Solectron.  Prices for the Products shall not
                       exceed  Solectron's  WAAP for  procuring  the  Parts
                       plus the  material  markup specified in Exhibit 1.20.
                       Trimble  acknowledges that prices for Parts shall be
                       subject to  adjustment  for  increased  costs in
                       procurement  of materials  and manufacturing  after
                       cessation of production of the Product for which such
                       Parts are supplied.

     19.2.     Discontinued Parts.

               In addition to its  obligations  under  paragraph  19.1 above,
               Solectron shall: (i) provide notice to Trimble at least twelve
               (12) months prior to  discontinuing  the  availability  of any
               Parts;  (ii) inform Trimble of all last-time buy notifications
               for  Parts   promptly   upon   Solectron's   receipt  of  such
               notifications;  (iii) advise Trimble if a last-time buy is the
               most  economical  procurement  strategy  for such  Parts as to
               which such a notification is





                                 Page 23 of 39
<PAGE>



               received  (especially  custom  Parts  which may  require  tool
               maintenance  and set-up  charges that far outweigh  piece part
               WAAPs);  and (iv) assist  Trimble as  reasonably  requested to
               negotiate  supply of any Parts  subject  to a  last-time  buy.
               Trimble  may  then  buy,  and  Solectron  will  supply,   such
               quantities as Trimble deems necessary to fulfill the remainder
               of its Product support  requirements (i.e.,  "last-time buy.")
               If  Trimble  determines  that a final  buy is not  financially
               favorable  due to the length of the remaining  support  period
               for the Part(s),  Solectron  will assist  Trimble in finding a
               third party  supplier that can continue to support the Part(s)
               through manufacturing.

     19.3.     Restricted Materials and Last Time Buys.

               Any Parts ordered or obtained by Solectron from or for Trimble
               that  are  subject  to   restricted,   limited  or   otherwise
               problematic availability,  including those that are subject to
               last-time buy or limited allocation, shall be held and used by
               Solectron  exclusively to perform its  obligations  under this
               Agreement.

     19.4.     By Trimble

               Solectron shall purchase, and assist Trimble Dispose of, Parts
               from Trimble's inventory existing at the Effective Date before
               purchasing such Parts from other sources. Any such sales shall
               be on commercially reasonable prices, terms and conditions.

20.  PROPERTY FURNISHED TO SOLECTRON BY TRIMBLE

     20.1.     Trimble Property

               Unless   otherwise   agreed  in   writing  by   Trimble,   and
               notwithstanding  the  provisions of paragraph 21, all designs,
               specifications, drawings, special dies, molds, patterns, jigs,
               fixtures  and any other  property  furnished  to  Solectron by
               Trimble,  or specifically paid for by Trimble,  for use in the
               performance  of this  Agreement  shall be and  remain the sole
               property  of  Trimble,  shall be marked as Trimble  directs to
               evidence its ownership thereof,  shall be subject to return to
               Trimble  or  other  disposition  at any  time  upon  Trimble's
               instruction,  shall be used  exclusively in the furnishing for
               Trimble of goods and/or  providing of services for Trimble and
               shall,  in the  case  of  tangible  property,  be  insured  by
               Solectron,  at  Solectron's  expense,  while in its custody or
               control in an amount equal to the  replacement  cost  thereof,
               with loss  payable  to  Trimble.  Solectron  shall  furnish to
               Trimble a copy of the policy or  certificate of such insurance
               upon demand.  Solectron  shall  execute and deliver to Trimble
               such  other  or  further   agreements   relative  to  property
               furnished  by  Trimble to  Solectron  as may be  requested  by
               Trimble.  With  respect  to such  property,  Solectron  at its
               expense shall (i) obtain any consumable  material required for
               its operation, (ii) perform all routine maintenance, and (iii)
               perform all repairs necessitated by accident, misuse, abuse or
               neglect.  Trimble shall be  responsible  to perform or pay for
               repairs  due  to  reasonable  wear  and  tear,  provided  that
               Solectron first notifies  Trimble of the need for such repairs
               and cooperates with Trimble regarding the nature and source of






                                 Page 24 of 39
<PAGE>



               such repairs. Solectron shall, upon Trimble's request, furnish
               to Trimble a written  report  listing the Trimble  property in
               Solectron's possession.

               As of the Effective  Date, the property  Trimble is furnishing
               to Solectron under this Section 20.1 is listed on Exhibit 20.1
               attached hereto.

     20.2.     Technology License

               Trimble   grants  to   Solectron   revocable,   non-exclusive,
               non-transferable,  royalty-free  licenses to (i) possess,  use
               and  have  used  the  Ancillary  Technology   exclusively  for
               Trimble's  benefit;  and (ii) purchase or license from Trimble
               such of the Trimble  Proprietary  Components  as is reasonably
               necessary for Solectron to produce  Products  exclusively  for
               purchase by Trimble under this Agreement.

     20.3.     Trimble Trademark License

               Subject to the terms and conditions of this Agreement, Trimble
               hereby   grants  to   Solectron  a  personal,   non-exclusive,
               non-sublicensable,  non-transferable, royalty-free, license to
               use during the Term such Trimble  trademarks as may reasonably
               relate  to the  Products  ("Trimble  Marks"),  to  the  extent
               reasonably required to perform  Solectron's  obligations under
               this Agreement.

               Solectron  hereby   acknowledges   and  recognizes   Trimble's
               exclusive  worldwide ownership of the Trimble Marks and agrees
               not to take  any  action  inconsistent  with  such  ownership.
               Solectron  acknowledges  that  its  use of the  Trimble  Marks
               pursuant  to  this  Agreement  and  any  goodwill  established
               thereby shall inure to the sole benefit of Trimble.

               Solectron  shall  support  Trimble in policing  the use of the
               Trimble Marks and shall  cooperate  with Trimble in protecting
               the  Trimble  Marks,   including  cooperating  in  becoming  a
               registered  user of such Trimble  Marks.  Such  cooperation by
               Solectron  shall be at the sole expense of Trimble.  Solectron
               shall  promptly  notify  Trimble  of any  infringement  of the
               Trimble Marks that comes to Solectron's attention.

               Solectron  shall not  attempt to register  with any  trademark
               office,  anywhere in the world,  any  trademark  or other mark
               that is  confusingly  similar to any of the  Trimble  Marks or
               that otherwise infringes or dilutes any of the Trimble Marks.

               Solectron  shall not modify any Product bearing a Trimble Mark
               in such a manner as to detract from the  favorable  reputation
               enjoyed  by the  Trimble  Marks.  Solectron  shall not take or
               permit to be taken any actions  which would  detract  from the
               goodwill or favorable  reputation  associated with the Trimble
               Marks.

21.  INTELLECTUAL PROPERTY OWNERSHIP

     Except as expressly  agreed by the Parties in this  Agreement,  or in a
     formal written  amendment to this Agreement  signed by duly  authorized
     officers of each Party:

     21.1.     Ownership of Proprietary Information that is Created solely by
               one Party.




                                 Page 25 of 39
<PAGE>



               The "Owning Party" for purposes of this Agreement of all
               Proprietary Information owned by a Party or  Created  solely  by
               a Party,  whether  before  or after the Effective Date, shall be
               determined as follows:

               21.1.1. All  Proprietary  Information  which is not a Derivative
                       of  any  Proprietary Information of the other Party shall
                       be the sole and exclusive property of, and be deemed the
                       Proprietary  Information  of, the Party who owned or
                       Created  the Proprietary Information.

               21.1.2. All Proprietary Information which is a Derivative of any
                       Proprietary Information of the other Party but which is
                       not a Derivative of any Proprietary  Information of the
                       Party who so Creates, shall be Disclosed in writing to
                       the other Party by the Party who so Created, and shall be
                       deemed the Proprietary Information of the other Party.

               21.1.3. All Proprietary Information which is a Derivative of any
                       Proprietary Information of the  other  Party,  and  which
                       is  also  a  Derivative  of any  Proprietary Information
                       of the Party who so Creates,  shall be  Disclosed in
                       writing to the other  Party by the  Party  who so
                       Created,  and  shall be the  Parties'  joint property.

     21.2.     Ownership of Proprietary Information that is Created Jointly by
               the Parties.

               The  "Owning  Party" for  purposes  of this  Agreement  of all
               Proprietary   Information  Created  Jointly  by  the  Parties,
               whether  before  or  after  the  Effective   Date,   shall  be
               determined as follows:

               21.2.1. All Proprietary Information Created Jointly by the
                       Parties which is a Derivative of any Proprietary
                       Information of one Party who so Creates,  and which is
                       not a Derivative  of any  Proprietary  Information  of
                       the other Party who so Creates, shall be Disclosed in
                       writing to the Party from whose Proprietary Information
                       it is a Derivative or whose Proprietary  Information it
                       incorporates,  and shall be deemed the Proprietary
                       Information of such Party.

               21.2.2. All Proprietary Information Created Jointly by the
                       Parties which is a Derivative of any Proprietary
                       Information of one Party who so Creates, and which is
                       also a Derivative  of any  Proprietary  Information  of
                       the other Party who so Creates, shall be  Disclosed  in
                       writing  by each  Party to the  other,  and shall be the
                       Parties' joint property.

               21.2.3. All  Proprietary  Information  Created  Jointly  by the
                       Parties  which is not a Derivative of Proprietary
                       Information of either such Party,  shall be Disclosed
                       in writing by each Party to the other, and shall be the
                       Parties' joint property.

     21.3.     Ownership of any other Proprietary Information.

               Ownership,  whether  solely  by any  Party or  jointly  by the
               Parties, and all related rights in, to and of, all Proprietary
               Information that is Created under  circumstances not specified
               in  Paragraph  21.1 or 21.2 above  shall be agreed upon by the
               Parties in good faith and, failing such agreement,





                                 Page 26 of 39
<PAGE>



               shall be  submitted  to  arbitration  in  accordance  with the
               provisions  of Paragraph  28.4,  provided,  however,  that the
               arbitrators' determination shall not result in, nor require or
               permit, the Disclosure or Disposition of a Party's Proprietary
               Information.   Subject  to  the  foregoing,  in  reaching  its
               determination  the  arbitrator(s)  shall take into account the
               following  factors  in  addition  to  any  other  factors  the
               arbitrator(s) deem relevant:

               21.3.1. The extent to which the Proprietary Information is based
                       on or incorporates the Proprietary Information of a
                       Party; and

               21.3.2. The extent of each Party's material contribution to the
                       Proprietary Information.

     21.4.     Effect of Joint Ownership on Disposition of Proprietary
               Information.

               Except  as  provided  herein,  either  Party  shall be free to
               Dispose of any  Proprietary  Information  that is such Party's
               joint   property,   as   determined   under  this   Agreement,
               independently  of and  without  accounting  to any other Party
               therefor,  subject  always  to the  other  Party's  equal  and
               concurrent   right  to  likewise  so  Dispose  of  such  joint
               property,  provided always,  that neither Party may Dispose of
               such joint property to the extent that such Disposition  would
               result  in  or  require   Disclosure   of  the  other  Party's
               Proprietary  Information  of which  the joint  property  was a
               Derivative or which is Incorporated in the joint property,  if
               any.

     21.5.     Effect of Joint Ownership on Patent and Copyright Prosecution and
               Enforcement.

               21.5.1. Either Party who jointly owns any Proprietary
                       Information,  as determined under this  Agreement, shall
                       cooperate  with any other Party who  jointly  owns such
                       Proprietary  Information (i) in filing and prosecuting
                       applications  for patent and copyright  protection of any
                       jointly owned  Proprietary  Information that is
                       reasonably  subject to such protection in any
                       jurisdiction any such Party deems appropriate,  and (ii)
                       in  enforcing  patent  rights  and  copyrights  in such
                       Proprietary  Information against others in any
                       jurisdiction the requesting Party deems appropriate.

               21.5.2. Notwithstanding Paragraph above, neither Party may file
                       or prosecute nor require any other Party to cooperate in
                       the filing or prosecution of an application  for patent
                       protection  or  copyright,  and neither Party may enforce
                       or require any other Party to cooperate in enforcing
                       patent rights and  copyrights  for patent protection  or
                       copyright,   to  the  extent  that  such  filing,
                       prosecution, cooperation  or  enforcement  would  result
                       in or  require  public or  otherwise damaging Disclosure
                       of any the other Party's Proprietary  Information of
                       which the  joint property  is a  Derivative  or which is
                       Incorporated  in the  joint property, if any.

               21.5.3. Any Party  requesting  cooperation  under Paragraph
                       21.5.1 or Paragraph 21.5.2 above shall bear all expenses
                       associated therewith,  except that the Parties who
                       jointly own any  Proprietary  Information, as determined
                       under this Agreement, shall equally bear the expense of
                       filing and prosecuting applications for patent






                                 Page 27 of 39
<PAGE>



                      protection in the United States of America of such jointly
                      owned Proprietary Information.

     21.6.     Limitation on Transfer of Proprietary Information.  Except as
               expressly provided herein,  nothing  in this  Agreement  shall
               operate  to create or  transfer  an ownership, license or other
               proprietary interest in any Proprietary Information, nor require
               the  Disclosure  by an  Owning  Party  of any  of its Proprietary
               Information,  nor  restrict,  inhibit or encumber  any Owning
               Party's  right or ability to dispose of, use,  distribute,
               Disclose or disseminate in any way its own  Proprietary
               Information  or to release or modify by further  agreement the
               obligations  of the other  Party or Others with  respect to such
               Owning  Party's Proprietary Information.

22.  CONFIDENTIALITY

     22.1.     A  Receiving  Party  shall,  with  respect  to  an  Owning
               Party's  Proprietary Information:

               22.1.1. Restrict  access  thereto to such of its employees and
                       consultants  who need to know it in order for the
                       Receiving Party to perform its  obligations  under this
                       Agreement  and who  agree to be bound by an  obligation
                       of  confidence  no less protective of the Disclosing
                       Party's Proprietary Information than the provisions
                       of this Agreement;

               22.1.2. Not use Proprietary  Information  disclosed to it
                       pursuant to this Agreement for any purposes other than
                       those expressly permitted by this Agreement; and

               22.1.3. Not disclose Proprietary  Information disclosed to it
                       pursuant to this Agreement to any third Party.

     22.2.     Each  Receiving   Party  shall  protect  the  Disclosing  Party's
               Proprietary Information  using  at  least  the  same  degree  of
               care it  employs  to  avoid disclosure of its own Proprietary
               Information of a similar nature, provided such degree  of care
               is not  less  than  reasonable  under  the  circumstances.  The
               obligations  and  restrictions  provided  in this  Paragraph  22
               shall  survive expiration or termination of this Agreement.

     22.3.     A Disclosing  Party's  Proprietary  Information  and any tangible
               or  electronic medium on or by which it is or has been Disclosed
               to,  possessed,  or reproduced by the Receiving  Party, shall at
               all times be the Disclosing  Party's sole and exclusive property.
               The Disclosing  Party may at any time, by written  notice,
               revoke in whole or in part any  permission  given to the
               Receiving  Party under this Paragraph 22 to use, possess or
               Disclose its Proprietary Information.  Upon such  revocation,  or
               upon  any  written  request,  the  Receiving  Party  shall
               immediately  and  unconditionally  deliver  to the  Disclosing
               Party all of the Disclosing Party's Proprietary Information and
               any tangible or electronic medium on or by which it is or has
               been Disclosed to,  possessed,  or reproduced by the Receiving
               Party.

     22.4.     Except as otherwise  provided in this  Agreement,  the Disclosure
               of Proprietary Information shall not be construed as granting the
               Receiving





                                 Page 28 of 39
<PAGE>



               Party any rights with respect to the other Party's  Proprietary
               Information  or any license  under any patents,  patent
               applications,  copyrights  and/or other intellectual  property
               rights  to  which  the  Disclosing  Party  may  then  or
               thereafter own or hold licensing rights.

     22.5.     Disclosure of any  Proprietary  Information by a Receiving Party
               hereunder shall not be  precluded  if  such  Disclosure  is  (a)
               in  response  to a  valid  and legally-enforceable  order of a
               court or other  government body or any political subdivision
               thereof; or (b) otherwise required by law, provided,  however,
               that the Receiving  Party before making such  Disclosure  must
               first (i)  immediately upon receipt of such order notify the
               Disclosing  Party of such order;  and (ii) make and  cooperate
               with the  Disclosing  Party in making,  if available  under
               applicable  law,  a good  faith  effort  to obtain a  protective
               order or other appropriate   determination  against  or  limiting
               disclosure  or  use  of  the Proprietary Information.

     22.6.     Each  Disclosing  Party shall  endeavor to affix or  incorporate
               in any tangible Proprietary  Information  it Discloses  to the
               Receiving  Party an  appropriate statement  identifying  the
               information as the Disclosing  Party's  Proprietary Information,
               such  as  "[Disclosing   Party]  Proprietary   Information",   or
               "[Disclosing Party] Confidential Information", or words of like
               meaning, clearly expressed.  The Disclosing Party shall, after
               Disclosing Proprietary Information other than in tangible form,
               endeavor to: (i) promptly  confirm the Disclosure, (ii)  reduce
               the  Proprietary  Information  to writing  and (iii) identify the
               information  as the  Disclosing  Party's Proprietary Information
               in the manner described  above.  However,  the  Disclosing
               Party's  failure  to so  affix  or incorporate  or  confirm
               shall not  affect  such  information's  or  material's character
               as  the  Disclosing  Party's   Proprietary   Information  under
               this Agreement.

23.  INTELLECTUAL PROPERTY INDEMNIFICATION

     23.1.     By Solectron

               Solectron shall defend,  indemnify and hold harmless  Trimble,
               its  Affiliates  and its and their  customers from and against
               any costs, expenses, damages, judgments and liabilities of any
               kind, including reasonable  attorneys' fees and costs, arising
               from or  related to any claim,  suit or other  action  against
               Trimble,  any of its  Affiliates or its or their  customers to
               the  extent  such  claim,  suit or  action  is  based  upon an
               assertion that (i) the  Manufacturing  Standards,  Solectron's
               Proprietary  Information or any portion  thereof,  or (ii) the
               Product(s)  where such  claim,  suit or action  relates to the
               Manufacturing    Standards    or    Solectron's    Proprietary
               Information;  infringe  any  third  party's  copyright,  trade
               secrets,  patent,  trademark  and/or trade name, and Solectron
               shall pay the amount of the  settlement or the costs,  damages
               and  attorneys'  fees and costs finally  awarded by a court in
               any such suit or action, provided that Trimble:

               23.1.1. promptly gives Solectron notice of any such claim or
                       threatened or actual suit or action;

               23.1.2. gives Solectron sole control of the defense and
                       settlement of such claim, suit or action and related
                       settlement negotiations; and






                                 Page 29 of 39
<PAGE>



               23.1.3. cooperates in the defense of such claim, suit or action.

               In the event that in any such suit or action an  injunction is
               entered prohibiting the purchase or sales of any Product(s) by
               Trimble,  any of its  Affiliates  or its or  their  customers,
               Solectron,  at its expense, shall (i) procure for Trimble, its
               Affiliates  and its and their  customers the right to continue
               to purchase,  sell,  market,  use and have others sell, market
               and use the Manufacturing  Standards,  Solectron's Proprietary
               Information  and/or the Product(s);  or (ii) replace or modify
               the   Manufacturing   Standards  or  Solectron's   Proprietary
               Information  such that Solectron or Trimble may manufacture or
               have  manufactured  Product(s) that are  non-infringing  while
               still conforming to the applicable Production File(s).

     23.2.     By Trimble.

               Trimble  shall defend,  indemnify and hold harmless  Solectron
               and its  Affiliates  from and  against  any  costs,  expenses,
               damages,  judgments  and  liabilities  of any kind,  including
               reasonable  attorneys' fees and costs, arising from or related
               to any claim, suit or other action against Solectron or any of
               its  Affiliates to the extent such suit or claim is based upon
               an  assertion  that  the  Product(s),   Trimble's  Proprietary
               Information or any portion thereof  infringe any third party's
               copyright, trade secrets, patent, trademark and/or trade name,
               and Trimble  shall pay the amount of  settlement or the costs,
               damages and  attorneys'  fees and costs  finally  awarded by a
               court in any such suit or action, provided that Solectron:

               23.2.1. gives Trimble notice of any such claim or threatened or
                       actual suit or action;

               23.2.2. gives Trimble sole control of the defense and settlement
                       of such suit, claim or action and related settlement
                       negotiations; and

               23.2.3. cooperates in the defense and settlement negotiation of
                       such suit, claim or action.

               Notwithstanding the preceding sentence,  Trimble shall have no
               obligation  to  Solectron  regarding  any such claim,  suit or
               action to the extent that such claim, suit or action is caused
               by,  arises from or is  attributable  to (i) any  unauthorized
               modification  of  the  Trimble   Proprietary   Information  by
               Solectron;  (ii) or Solectron's unauthorized  modifications to
               the Product(s).

     23.3.     General.

               In performing its obligations under this Agreement, each Party
               agrees  that  it  will  not  knowingly  infringe  any  patent,
               copyright, mask work right or trade secret of any third party.

               This  Paragraph 23 shall survive the expiration or termination
               of this Agreement in any manner whatsoever.  This Paragraph 23
               specifies  the  exclusive  remedies  of the  parties  for  any
               alleged  infringement or  misappropriation of any intellectual
               property  rights  of any  third  party  by  the  Manufacturing
               Standards or  Solectron  Proprietary  Information  provided by
               Solectron  to  pursuant  to this  Agreement  and by the Design
               Specification,  Products,  Trimble Proprietary  Information or
               Trimble  Components  provided  by  Trimble  pursuant  to  this
               Agreement.





                                 Page 30 of 39
<PAGE>



24.  LIMITATION OF LIABILITY

     EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT,  NEITHER PARTY SHALL BE
     LIABLE TO THE  OTHER,  WHETHER IN  CONTRACT  OR IN TORT,  FOR  SPECIAL,
     INDIRECT,  INCIDENTAL OR CONSEQUENTIAL  DAMAGES OF ANY KIND, INCLUDING,
     WITHOUT LIMITATION,  CLAIMS FOR LOST PROFITS OR LOSS OF GOODWILL,  EVEN
     IF THAT PARTY HAS BEEN ADVISED OF THE  POSSIBILITY OF SUCH DAMAGES,  BY
     REASON OF ANY BREACH OR DEFAULT UNDER THIS AGREEMENT. Regardless of the
     foregoing,  this paragraph  shall not apply to either Party's breach of
     the following paragraphs [*].

25.  INSURANCE

     Each Party shall, at its own expense,  maintain  comprehensive  general
     liability  insurance   (including  product  liability  and  broad  form
     contractual  liability) for not less than [*] per  occurrence,  during
     the term of this  Agreement  and for [*]  thereafter.  Such  insurance
     shall  (i) be in a form  and  with a  carrier  or  carriers  reasonably
     acceptable  to Solectron  and Trimble,  (ii) list the other Party as an
     additional named insured, and (iii) provide that such insurance may not
     be  canceled  or  altered so as to affect  the  interest  of any of the
     foregoing  without at least thirty (30) days' prior  written  notice to
     the other Party.  Promptly following execution of this Agreement,  each
     Party shall  deliver to the other Party  satisfactory  evidence of such
     insurance coverage, or an equivalent self-insurance program.

26.  TERM OF THE AGREEMENT

     26.1.     Initial Term. The Initial Term of this Agreement shall be three
               (3) years, beginning on the Effective Date ("Initial Term").

     26.2.     Renewal Term. Trimble shall have two (2) options to extend the
               Term for periods of one (1) year each ("Renewal Term") upon
               written notice to Solectron given not less than ninety (90) days
               before expiration of the then-current Term.

     26.3.     Extended Term. Provided that Trimble does not timely renew the
               Term as provided in paragraph 25.2, the Term shall continue
               after any  scheduled  expiration  of the  Initial  Term or any
               Renewal Term and until  terminated by either Party on not less
               than  ninety  (90) days  advance  written  notice to the other
               effective at or after such scheduled expiration.

27.  TERMINATION

     27.1.     This Agreement shall terminate:

               27.1.1. On expiration of the Term; or

               27.1.2. As the parties may mutually and expressly agree in
                       writing at any time; or

               27.1.3. As provided elsewhere in this Agreement; or

               27.1.4. As may be decreed by final judgment or order of a court
                       of competent jurisdiction; or






[*]-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 31 of 39
<PAGE>



               27.1.5. As otherwise provided by law.

     27.2.     This Agreement may be terminated:

               27.2.1. For Cause.

                       27.2.1.1.   By Trimble, in the event of Solectron's
                              material breach of this Agreement, which
                              within  thirty  (30) days of  Trimble's  written
                              notice  thereof is neither (i) cured,  nor  (ii)
                              the  subject  of a  mutually  agreed  plan to
                              cure,  provided, however,  that if a material
                              breach is not capable of being cured,  Trimble may
                              terminate with immediate effect.

                      27.2.1.2.   By Solectron, in the event of Trimble's
                             material breach of this Agreement, which
                             within thirty (30) days of  Solectron's  written
                             notice  thereof is neither (i) cured,  nor  (ii)
                             the  subject  of a  mutually  agreed  plan to cure,
                             provided, however, that if a material breach is not
                             capable of being cured,  Solectron may terminate
                             with immediate effect.

               27.2.2. For Trimble's Convenience, without cause, upon not less
                       than ninety (90) days advance written notice to Solectron
                       effective at or after the end of the Initial Term,
                       regardless whether Trimble has renewed the Term as
                       provided in Paragraph 25.2.

     27.3.     Contents of Notice of Termination

               When a Party is permitted  or required to give written  notice
               of termination under Paragraph 26.2.1 above, such notice shall
               state with reasonable  particularity the nature of the breach,
               the steps  required  to cure if such  breach is by its  nature
               curable,  and either (i) the Party's  intent to terminate this
               Agreement  if a  curable  breach  is not  cured,  or (ii)  the
               Party's election to immediately terminate the Agreement if the
               breach is not curable.

     27.4.     Effect of Termination and Notice of Termination

               27.4.1. Neither the  expiration nor  Termination of this
                       Agreement  shall relieve either Party of any  obligation
                       previously  accrued,  nor any  obligation  accruing or
                       arising  thereafter  under the following  paragraphs  of
                       this  Agreement and any other  paragraphs  that by  their
                       terms  so  provide:  1  ("Definitions"),  13
                       ("Records,  Audits and Reports"), 17 ("Product Warranty;
                       Epidemic Failure"), 18 ("Warranty Claims and Repair"), 19
                       ("Parts Supply"), 21 ("Intellectual  Property
                       Ownership"), 22 ("Confidentiality"),  23 ("Intellectual
                       Property Indemnity"), 26 ("Termination"), and 28
                       ("General").

               27.4.2. Upon any  notice of  termination  given by  either  Party
                       for any  reason,  the exclusivity  provided  in Paragraph
                       3 of this  Agreement  with  respect to the
                       manufacture of Products by Solectron for Trimble shall
                       immediately terminate.

               27.4.3. Upon  Solectron's  termination  of  this  Agreement  as
                       provided  in  Paragraph 26.2.1.2, Solectron at Trimble's
                       request shall continue




                                 Page 32 of 39
<PAGE>



                       to supply the Products to Trimble,  subject to
                       commercially reasonable terms and conditions  of  sale,
                       for  a  period  of  twelve  (12)  months  following  such
                       termination.

               27.4.4. Upon or after any notice of  termination,  any
                       Termination,  or any Exclusivity Termination Notice, (i)
                       Solectron will identify to Trimble any Products,  Parts,
                       finished goods, work in progress, components or other
                       material for which Trimble is or may become liable under
                       the terms of this Agreement to pay Solectron,  and
                       (ii) Solectron at Trimble's request will sell and deliver
                       to Trimble those Parts and assemblies as required under
                       Exhibit 8.2 and such other items as Trimble may elect to
                       purchase, at the price determined under this Agreement.

               27.4.5. Upon any  Termination,  Solectron  shall complete the
                       production of any Products for which  Solectron has
                       accepted a purchase  order as of the effective  date of
                       such  Termination  and deliver such completed  Products
                       to Trimble within twenty (20) days of the effective date
                       of such Termination  provided,  however, that if
                       this Agreement was terminated by Trimble for Solectron's
                       default under Paragraph 26.2.1.1,   Trimble  may  direct
                       Solectron  to  refrain  from  completing  such production
                       and in such event Trimble shall be under no  obligation,
                       under this Paragraph  26.4.5 or otherwise  under this
                       Agreement,  to pay Solectron for any such items or any
                       portions  or  components  thereof.  With  respect to
                       purchase orders for components that will not be utilized
                       to manufacture  Products as set forth above in this
                       Paragraph  26.4.5,  Solectron  shall not cancel any
                       purchase order  accepted by its  suppliers for the
                       purchase of Parts,  without  Trimble's prior written
                       authorization.

               27.4.6. Upon any  Termination or Exclusivity Termination Notice,
                       Trimble shall have a perpetual,  non-exclusive,
                       royalty-free  license  to  use  and  have  used  the
                       Production  Files for  Product-related  purposes  to the
                       extent  such use is not otherwise  permitted  under  the
                       terms  of this  Agreement. Regardless  of the foregoing,
                       in no event  will  Trimble  have a license  to use or
                       disclose  any Solectron Inventions or Trade Secrets.

               27.4.7. Within  fifteen (15) days after a notice of termination
                       is given by either Party to the  other,  or at least
                       thirty  (30) days  before  any  expiration  of this
                       Agreement,  Solectron  shall  provide  Trimble  with all
                       relevant information concerning its outstanding purchase
                       orders for Parts. Trimble may, on or before the effective
                       date of such  termination or expiration,  elect, at
                       Trimble's sole discretion  and in  addition  to any other
                       rights  Trimble  may have under this Agreement, none, any
                       one, or a combination of the following options:

                       27.4.7.1  To purchase from Solectron some or all Parts.

                       27.4.7.2. Direct Solectron to cancel, to the extent
                              possible, some or all of the outstanding purchase
                              orders for Parts; or









                                 Page 33 of 39
<PAGE>



                       27.4.7.3. Obtain from Solectron an assignment of
                              Solectron's  rights and obligations under
                              the outstanding purchase orders Parts.

                       If  Trimble   instructs   Solectron   to  cancel  any
                       Solectron  purchase  order for Parts under  Paragraph
                       26.4.7.2,  (i)  Solectron  agrees  to use  reasonable
                       efforts to cancel such purchase order; (ii) Solectron
                       shall  use   reasonable   efforts  to   negotiate  an
                       equitable  settlement  with its suppliers  concerning
                       Solectron's    financial   liability   due   to   the
                       cancellation  of such purchase  order for Parts;  and
                       (iii)  if   Solectron   is  unable   to  cancel   any
                       outstanding  purchase order for Parts,  Trimble shall
                       be liable for Solectron's direct financial  liability
                       for such purchase orders and/or their cancellation as
                       provided in Exhibit 8.2.

28.  REPRESENTATIONS

     28.1.     Each Party  represents  to the other that:  (i) it has all
               requisite  power and authority  to  enter  into  this  Agreement
               and to carry  out the  transactions contemplated  hereby;  (ii)
               it has the  rights,  licenses,  permits and power to perform  all
               obligations  incurred  by  it  under  this  Agreement;  (iii) the
               execution,  delivery and performance of this Agreement are duly
               authorized; (iv) this  Agreement  has been duly  executed and
               delivered by it and is a valid and binding obligation of it; and
               (v) the  execution,  delivery and  performance of this Agreement
               and the consummation of the transactions  contemplated  hereby do
               not  conflict  with or violate its charter and  by-laws,  any
               other  contract or agreement to which it is a party, any
               applicable law or any order or judgment of any court or
               governmental  authority. Solectron represents that all Product(s)
               purchased and sold pursuant to this Agreement  shall be (i) free
               from any liens or encumbrances and (ii) manufactured,  labeled,
               packaged, sold and Delivered in accordance  with all  applicable
               United States  federal,  state and local laws, orders,
               regulations, codes and standards (whether or not specifically
               referenced elsewhere in this Agreement).

     28.2.     Trimble  represents  and warrants to Solectron  that Trimble and
               its  Affiliates have the right to manufacture and have
               manufactured the Products.

29.  GENERAL

     29.1.     Force Majeure.

               Neither  Party  shall  be  liable  to the  other  Party if the
               performance of any of its obligations  under this Agreement is
               prevented or delayed  because of causes beyond its  reasonable
               control including,  without  limitation,  fire,  strike,  war,
               insurrection,  act of God,  law,  regulation  and  embargo  of
               government  agency,  riot, severe weather,  restriction on the
               use of power or any other cause beyond its reasonable  control
               and  not due to such  Party's  own  fault  or  negligence  (an
               "Excusable   Delay").  A  Party  shall  be  excused  from  its
               performance  to the  extent  caused by such  Excusable  Delay;
               provided  that such  Party (i) gives  notice of the  Excusable
               Delay to







                                 Page 34 of 39
<PAGE>



               the other Party promptly after its  occurrence,  (ii) uses its
               reasonable efforts (including  executing any disaster plan) to
               overcome,   mitigate   and  remove  the  cause  of  the  event
               preventing  or  delaying  performance,   (iii)  continues  the
               performance of all its  obligations  under this Agreement that
               are not  prevented  or delayed and (iv) upon  cessation of the
               Excusable Delay, promptly performs or completes performance of
               the    obligations    which   were   prevented   or   delayed.
               Notwithstanding the foregoing,  if Solectron's  performance is
               delayed  for more than five (5) days due to  Excusable  Delay,
               Trimble  shall have the right to  temporarily  and  reasonably
               procure from any other supplier  Product(s) which Solectron is
               unable to supply.

     29.2.     Assignment; Binding Effect.

               Neither Party shall assign or transfer  this  Agreement or any
               rights and  obligations  hereunder  without the other  Party's
               prior  written  consent,  which consent may be refused in such
               Party's   absolute   discretion.   This   Agreement   and  the
               transactions and other  instruments  provided for herein shall
               be binding upon and inure to the benefit of the parties, their
               legal representatives, successors, and permitted assignees.

     29.3.     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 California.

     29.4.     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








                                 Page 35 of 39
<PAGE>



               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, the provisions of this
               Agreement  shall  supersede  and  control  any  JAMS/ENDISPUTE
               rules.  The  provisions of this Paragraph 28.4 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.

     29.5.     No Waiver.

               Either  Party's  (i) waiver of any  performance  by the other,
               (ii)  waiver  of any  condition  of this  Agreement,  or (iii)
               consent to any breach of this  Agreement  by the other,  shall
               (a) be  effective  only if  expressly  set  forth in a writing
               signed by the Party alleged to have waived or  consented,  and
               (b) not  constitute  or  require  an  ongoing  waiver  of such
               performance   or  condition,   or  consent  to  any  previous,
               different or  subsequent  breach,  regardless  of whether such
               performance,  condition  or breach is  similar,  identical  or
               related,  and  regardless  of  the  course  of  dealing  which
               develops or has developed between the Parties.

     29.6.     Compliance with U.S. Government Export Controls.

               If  either  Party  exports  any  Product  or  any  Proprietary
               Information,  such Party shall  comply with the United  States
               Export  Administration  Act as amended from time to time, with
               the Export Administration Regulations promulgated from time to
               time thereunder,  all other export laws and regulations of the
               United States and all amendments,  modifications  or additions
               thereto,  including  all  laws  and  regulations  relating  to
               re-export.





                                 Page 36 of 39
<PAGE>



     29.7.     Notices.

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

               Trimble:                                  Solectron:
               Trimble Navigation Limited                Solectron Federal
               Attention: Chief Manufacturing Officer    Systems, Inc.
               645 North Mary Avenue                     847 Gibraltar Drive
               Sunnyvale, CA 94088-3642                  Milpitas, CA 95035

               With Copy To:                             With Copy To:

                                                         Solectron Corporation
               Trimble Navigation Limited                Attention: Corporate
               Attention: General Counsel Urgent Notice  Legal Department
               645 North Mary Avenue                     847 Gibraltar Drive
               Sunnyvale, CA 94088-3642                  Milpitas, CA 95035



               Each such  notice  shall be  effective  upon  delivery or when
               delivery is  refused.  Either  Party may,  by notice  given in
               compliance   with  the  provisions  of  this  Paragraph  28.7,
               designate another address for receipt of notice.

     29.8.     Entire Agreement.

               This  Agreement,  together with its exhibits,  constitutes the
               entire agreement of the Parties respecting its subject matter.
               It supersedes all prior and contemporaneous communications and
               understandings  and agreements,  written or oral,  between the
               parties   relative  to  its  subject  matter  and  merges  all
               discussions between them, including,  without limitation,  the
               Letter of Intent  dated  April 19, 1999  between the  Parties.
               Regardless  of the above,  the Parties  acknowledge  that they
               have entered into (i) an Asset Purchase Agreement dated August
               10,1999,  for the sale of certain  Trimble  assets (the "Asset
               Purchase  Agreement")  and (ii) a  sublease  dated  August 10,
               1999,  for  Solectron's  rental of certain  Trimble  Sunnyvale
               facilities (the  "Sublease").  The parties agree that (a) this
               Agreement will not supersede the Asset Purchase  Agreement and
               that the  provisions  of the Asset  Purchase  Agreement  shall
               exclusively govern the sales of the applicable assets; and (b)
               this  Agreement  will not  supersede the Sublease and that the
               provisions of the Sublease shall exclusively govern the rental
               of the applicable Trimble facilities.  This Agreement may only
               be  amended  by  subsequent  written  agreement  which is duly
               executed by the parties.

     29.9.     Severability

               If any provision of this  Agreement is determined by any court
               of  competent   jurisdiction  or  arbitrator  to  be  invalid,
               illegal, or unenforceable to any extent, that provision shall,
               if possible,  be construed as though more narrowly drawn, if a
               narrower construction would avoid such








                                 Page 37 of 39

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               invalidity, illegality, or unenforceability or, if that is not
               possible,   such  provision  shall,  to  the  extent  of  such
               invalidity,  illegality, or unenforceability,  be severed, and
               the  remaining  provisions of this  Agreement  shall remain in
               effect provided,  however, that the court shall have authority
               and  jurisdiction  to add to this  Agreement  a  provision  as
               similar in terms and intended effect to such severed provision
               as may be possible and be legal,  valid, and enforceable.  If,
               as a result  of the  foregoing,  a party's  material  benefits
               under  this  Agreement  that would  have  existed  but for the
               operation of the preceding  sentence are materially  impaired,
               such party may at such party's election  thereafter  terminate
               this  Agreement  on not less  than  three (3)  months  advance
               written notice to the other party.

     29.10.    Effect of Title and Headings.

               The title of this  Agreement  and the headings of its articles
               are  included  solely for  convenience  and shall not  govern,
               limit or aid in the  interpretation  of any terms or provision
               of this Agreement.

     29.11.    Construction

               The  Parties  acknowledge  and agree  that both  Parties  have
               participated in the drafting and negotiation of all provisions
               of this Agreement, and each Party hereby waives and agrees not
               to  assert  that any  ambiguity  should  be  construed  for or
               against   either   Party.   Except  as  otherwise   specified,
               references in this Agreement to Paragraphs and Exhibits are to
               Paragraphs  of, and  Exhibits  attached  to,  this  Agreement.
               Except  where the context  clearly  requires to the  contrary,
               "including" shall mean "including, without limitation".

     29.12.   Nature of Relationship

              For the purposes of this Agreement,  the Parties are deemed to
              be independent  contractors.  It is expressly agreed that this
              Agreement  and the  relationship  between the  parties  hereby
              established do not  constitute a  partnership,  joint venture,
              agency or contract of employment. Neither Party shall have the
              authority   to  make  any   statements,   representations   or
              commitments of any kind, or to take any action, which shall be
              binding on the other,  except as  authorized in writing by the
              Party to be bound.  Neither  Party  shall bind nor  attempt to
              bind the other to any  contract or to the  performance  of any
              obligation,  nor  represent  to third  parties that it has any
              right to enter into any obligation on the other's behalf.

     29.13.    Publicity.

               Neither Party shall make or issue any publicity, news release,
               public  announcement  or  communication  of any sort  with the
               media,  direct or indirect,  written or oral,  concerning this
               Agreement or the  transactions  contemplated by this Agreement
               without the prior written  consent of the other Party,  not to
               be unreasonably withheld.







                                 Page 38 of 39
<PAGE>



WITH INTENT TO BE BOUND,  Trimble and Solectron  have executed this Agreement on
the dates indicated below.

Trimble:                                      Solectron:

TRIMBLE NAVIGATION LIMITED                    SOLECTRON FEDERAL SYSTEMS, INC.


By:                                           By:

Printed Name                                  Printed Name
and Title:                                    and Title:


Dated:                                        Dated:


                                             SOLECTRON CORPORATION


                                             By:

                                             Printed Name
                                             and Title:


                                             Dated:








                                 Page 39 of 39

<PAGE>


                                   EXHIBIT 5.6
                         Manufacturing Support Services

1.   MANUFACTURING SUPPORT SERVICES

     During the Term, each Party at its sole expense shall perform its services
     as described below.

2.   TRIMBLE'S SERVICES

      Except as expressly  stated  below,  or  elsewhere  in this  Agreement,
      Trimble shall be responsible for product  introduction  and development
      services, including without limitation:

      2.1.     Printed Circuit Board ("PCB") Assembly

               In the PCB Assembly area,  Trimble shall perform the following
               manufacturing support services:

               2.1.1.    Creating fixtures and processes for product
                         introduction into manufacturing ("Product
                         Introduction");

               2.1.2.    Creating in-circuit testing ("ICT") programs, fixtures
                         and  acceptance or approval standards;

               2.1.3.    Approving an X-ray program for testing Products;

               2.1.4.    Qualifying and validating the processes developed by
                         Solectron as described in paragraph 3.1 of this
                         Exhibit; and

               2.1.5.    Cooperating with Solectron to identify any improvements
                         to the above or other manufacturing processes.

     2.2.      PCB Testing and Box Build

               In the PCB Testing and Box Build area,  Trimble  shall perform
               the following manufacturing support services:

               2.2.1.    Creating Product Introduction hardware and software to
                         perform functional, strife and board tests;

               2.2.2.    Creating and validating repeatability and
                         reproducibility of Product Introduction tests;

               2.2.3.    Upgrading test station hardware equipment and software
                         as required;

               2.2.4.    Creating Product Introduction acceptance testing and
                         approval standards;

               2.2.5.    Creating Product Introduction fixtures and processes;

               2.2.6.    Performing reasonable operator training for the Product
                         Introduction  materials created by Trimble in this
                         paragraph 2.2;

               2.2.7.    Scheduling shared equipment during the Transition
                         Period (as defined below);



<PAGE>


               2.2.8.    Qualifying and validating the processes developed by
                         Solectron as described in paragraph 3.2 of this
                         Exhibit; and

               2.2.9.    Cooperating with Solectron to identify any improvements
                         to the above or other manufacturing processes.

3.   SOLECTRON'S SERVICES

     3.1.      Printed Circuit Board ("PCB") Assembly

               In  the  PCB  Assembly  area,   Solectron  shall  perform  the
               following manufacturing support services:

               3.1.1.    Building additional or replacement assembly fixtures;

               3.1.2.    Developing different processes for securing Parts to
                         the PCB Assemblies;

               3.1.3.    Procuring, building and maintaining ICT test equipment;

               3.1.4.    Procuring, building and maintaining ICT software and
                         fixtures;

               3.1.5.    Procuring, building and maintaining flying probe test
                         equipment, software, and fixtures;

               3.1.6.    Procuring or developing X-ray software for Trimble's
                         approval;

               3.1.7.    Maintaining approved X-ray software;

               3.1.8.    Procuring and maintaining stencils, other placement
                         equipment, and reflow software;

               3.1.9.    Tracking and reporting yield measurements as required
                         by this Agreement;

               3.1.10.   Maintaining  and  operating  all  equipment as
                         necessary to ensure that Products produced  on the
                         equipment  consistently  meet or exceed the  quality
                         and other requirements of this Agreement and good
                         commercial practices;

               3.1.11.   Coordinating Corrective Action Reports as required by
                         this Agreement; and

               3.1.12.   Cooperating with Trimble to identify and, upon
                         Trimble's approval, implement any improvements to the
                         above or other manufacturing processes.

     3.2.      PCB Testing and Box Build

               In the PCB Testing and Box Build area, Solectron shall perform
               the following manufacturing support services:

               3.2.1.    Maintaining, including troubleshooting, calibrating,
                         and performing mechanical maintenance for assembly
                         fixtures and test stations;

               3.2.2.    Tracking and reporting yield measurements as required
                         by this Agreement;

               3.2.3.    Procuring such  commercially-available  equipment
                         (including  MAPS Packages and assembly aids) as is
                         necessary to perform its obligations under this
                         Agreement;


<PAGE>


               3.2.4.    Coordinating Corrective Action Reports as are required
                         by this Agreement;

               3.2.5.    Training new Solectron personnel in the use of the
                         equipment furnished by Trimble;

               3.2.6.    Creating design analysis reports as required by this
                         Agreement;

               3.2.7.    Maintaining and  operating  all  equipment as necessary
                         to ensure that Products produced  on the  equipment
                         consistently  meet or exceed the  quality and other
                         requirements of this Agreement and good commercial
                         practices;

               3.2.8.    Procuring, installing and maintaining Strife testing
                         and ESS equipment as specified by Trimble in the
                         Manufacturing Standards; and

               3.2.9.    Cooperating with Trimble to identify and, upon
                         Trimble's approval, implement any improvements to the
                         above or other manufacturing processes.

4.   TRIMBLE ASSISTANCE DURING TRANSITION

              During the first twelve (12) months  following  the  Effective
              Date ("Transition  Period") Trimble shall provide to Solectron
              such  assistance  as  Trimble,   in  its  business   judgment,
              determines is reasonable to assist Solectron in performing its
              obligations described in paragraph 3 above.


<PAGE>
