UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                        August 25, 1999 (August 10, 1999)
                Date of Report (Date of earliest event reported)


                           TRIMBLE NAVIGATION LIMITED
             (Exact name of registrant as specified in its charter)


          California                      0-18645              94-2802192
 (State or other jurisdiction of  (Commission File Number)  (I.R.S. Employer
 incorporation or organization)                              identification No.)


    645 North Mary Avenue, Sunnyvale, California                  94088
   (Address of Principal Executive Offices)                     (Zip Code)


                                 (408) 481-8000
              (Registrant's telephone number, including area code)


                                 Not Applicable
              (Former name, former address and former fiscal year,
                         if changed since last report)




<PAGE>




ITEM 2.           DISPOSITION OF ASSETS

     On August 10, 1999, Trimble Navigation Limited ("Trimble" or "the Company")
signed an Asset  Purchase  Agreement with  Solectron  Corporation  and Solectron
Federal  Systems,  Inc.   (collectively,   "Solectron").   The  closing  of  the
transaction  occurred on August 13, 1999.  At the closing of the Asset  Purchase
Agreement,  the  Company  transferred  to  Solectron  substantially  all  of the
Company's  tangible  manufacturing  assets  located at the Company's  Sunnyvale,
California campus, including but not limited to equipment,  fixtures and work in
progress, and certain contract and other intangible assets and rights,  together
with certain  related  obligations,  including  but not limited to real property
subleases  covering the Company's  manufacturing  floor space,  and  outstanding
purchase  order  commitments.  In addition,  the Asset  Purchase  Agreement also
provides for Solectron's  subsequent purchase,  on August 30, 1999, of Trimble's
entire component inventory which was on hand as of August 13, 1999.

         Trimble  received cash at the closing of the Asset Purchase  Agreement,
representing  an  interim  estimate  of the  value of the  assets  purchased  by
Solectron,  excluding  inventory,  and  expects to receive  an  additional  cash
payment on August 30, 1999,  representing  an interim  estimate of the component
inventory to be sold to Solectron.

         The final purchase price for all of the Company's  assets to be sold to
Solectron,  including the component inventory, will be determined,  and the cash
payment  between  the  parties  will  be  adjusted,   based  upon  a  subsequent
determination of all such purchased assets actually on hand at Trimble as of the
date of closing of the Asset Purchase Agreement.  The Company estimates that the
final purchase price as so determined will be  approximately  $28 million.  Such
final  determination,  and the final purchase price, is expected to be finalized
by the end of the Company's third fiscal quarter. Upon such final determination,
the  Company  will  calculate  its  gain on the  transaction,  if any,  and will
recognize  any  such  gain  over  the  exclusive  life of the  Supply  Agreement
described  below.  The  purchase  price was  arrived  at  through  arm's  length
negotiations  by the parties and was determined to be fair and reasonable by the
Board of Directors of Trimble.

         Concurrently  with the  closing of the Asset  Purchase  Agreement,  the
Company and Solectron also entered into a Supply Agreement. The Supply Agreement
provides  for the  exclusive  manufacture  by  Solectron  of almost all  Trimble
products for a period of three years.

         Solectron will initially  manufacture  such Trimble  products under the
Supply  Agreement in the same  Trimble  buildings  in which such  products  were
previously  manufactured  by  Trimble,  and  Trimble  has  sublet  such space to
Solectron  as part of this  transaction.  Solectron  has offered  employment  to
approximately  230  Trimble  manufacturing,   engineering  and  related  support
personnel,  and Trimble  understands that  substantially all such employees have
accepted employment with Solectron

         Prior to the execution of the above agreements,  there were no material
relationships  between Solectron and Trimble, or any affiliates,  directors,  or
officers, or any associate of any such director, or officer. The descriptions in
this Report on Form 8-K of the terms and  conditions of the  agreements  and the
transactions  contemplated  by the agreements are qualified in their entirety by
reference to the full text of the agreements and exhibits related thereto (filed
as Exhibit 10.68 and 10.69 to this current Report on Form 8-K).



<PAGE>




ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS

(a)      Financial Statements of Business Acquired:   Not applicable

(b)      Pro Forma Financial Information:   Not applicable

           The sale of assets by Trimble to  Solectron  does not meet the
           thresholds  for  significance  of  Item  2 of  Form  8-K  and,
           therefore,  the  Registrant  will not be  presenting  separate
           audited   financial   statements   or  pro   forma   financial
           information  related  to  the  disposition  of  the  described
           assets.

(c)      EXHIBITS

           10.68*   Asset Purchase Agreement dated August 10, 1999 by and
                    among  Trimble   Navigation   Limited  and  Solectron
                    Corporation and Solectron Federal Systems, Inc.

           10.69*   Supply  Agreement  dated August 10, 1999 by and among
                    Trimble Navigation Limited and Solectron  Corporation
                    and Solectron Federal Systems, Inc.
           --------------------

           * Confidential treatment has been requested for certain portions 
             of this exhibit.


           Certain  exhibits and  schedules  to the above Asset  Purchase
           Agreement,  as  indicated  on page (iii)  thereto,  and to the
           Supply Agreement,  as indicated on page (ii) thereto, have not
           been filed  herewith.  The  Registrant  will  furnish any such
           exhibits and schedules  supplementally  to the  Securities and
           Exchange  Commission  upon  request;  provided,  however,  the
           Registrant   reserves   the  right  to  request   confidential
           treatment  for portions of any such  exhibits and schedules so
           requested.





<PAGE>





                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


TRIMBLE NAVIGATION LIMITED
(Registrant)

By:   /s/Steven W. Berglund
     ---------------------------------------------------------            
         Steven W. Berglund
         (President and CEO)


Dated:   August 24, 1999






<PAGE>





                                  EXHIBIT INDEX


         Exhibit No.       Description of Exhibit                           

           10.68*        Asset Purchase Agreement dated August 10, 1999 by and
                         among  Trimble   Navigation   Limited  and  Solectron
                         Corporation and Solectron Federal Systems, Inc.

           10.69*        Supply  Agreement  dated August 10, 1999 by and among
                         Trimble Navigation Limited and Solectron  Corporation
                         and Solectron Federal Systems, Inc.

         ------------------------------

         * Confidential treatment has been requested for certain portions 
           of this exhibit.


         Certain  exhibits and schedules to the above Asset Purchase  Agreement,
         as indicated on page (iii)  thereto,  and to the Supply  Agreement,  as
         indicated  on page (ii)  thereto,  have not been  filed  herewith.  The
         Registrant will furnish any such exhibits and schedules  supplementally
         to the  Securities  and Exchange  Commission  upon  request;  provided,
         however,  the  Registrant  reserves  the right to request  confidential
         treatment for portions of any such exhibits and schedules so requested.






<PAGE>







                                                                 Exhibit 10.68






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



<PAGE>


                        Asset Purchase Table of Contents

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


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

   2.1   PURCHASE AND SALE OF ASSETS TO BE TRANSFERRED................10
           
   2.2   ASSETS NOT TO BE TRANSFERRED.................................11
                                         
   2.3   LIABILITIES AND OBLIGATIONS..................................11
                                           
   2.4   CONSIDERATION................................................12
                                                         
   2.5   ADJUSTMENT OF PURCHASE PRICE.................................12
                                         
   2.6   TRANSFER TAXES...............................................13
                                                       
   2.7   NONASSIGNABLE ASSETS.........................................13
                                                 
   2.8   ALLOCATION...................................................13
                                                    
   2.9   LICENSE OF ANCILLARY TECHNOLOGY..............................14
                                  

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

   3.1   THE CLOSING..................................................14
                                                           
   3.2   PAYMENT......................................................14
                                                                
   3.3   BUYER'S ADDITIONAL DELIVERIES................................14
                                          
   3.4   SELLER'S DELIVERIES..........................................15
                                                 
   3.5   PASSAGE OF TITLE ............................................15
                                                       

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

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

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

   4.3   TAXES........................................................16
                                                                   
   4.4   CONDITION OF ASSETS..........................................17
                                                   
   4.5   GOVERNMENTAL PERMITS.........................................17
                                                   
   4.6   TITLE TO TANGIBLE PROPERTY...................................17
                                             
   4.7   INTELLECTUAL PROPERTY........................................17
                                                
   4.8   EMPLOYEES....................................................17
                                                           
   4.9   CONTRACTS....................................................18
                                                              
   4.10  NO VIOLATION, LITIGATION OR REGULATORY ACTION ...............18
                           
   4.11  ENVIRONMENTAL MATTERS .......................................19
                                                
   4.12  NO FINDER ...................................................20
                                                            
   4.13  DISCLOSURE ..................................................20
                                                           
   4.14  YEAR 2000 COMPLIANCE ........................................20
                                                   

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

   5.1   ORGANIZATION OF BUYER........................................20
                                                
   5.2   AUTHORIZATION................................................21
                                                        
   5.3   NO FINDER....................................................21

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

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

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

   6.1   INVESTIGATION OF THE OPERATIONS BY BUYER.....................22
                               
   6.2   PRESERVE ACCURACY OF REPRESENTATIONS AND WARRANTIES..........22
                  
   6.3   TRANSFERRED AGREEMENTS.......................................23
                                            
   6.4   NOTICE OF CERTAIN MATTERS....................................23
                                          
   6.5   OPERATIONS PRIOR TO THE CLOSING..............................23
                                      
   6.6   GOVERNMENT FILINGS...........................................24
    
ARTICLE 7 ADDITIONAL AGREEMENTS.......................................25


                                       i

<PAGE>

   7.1   EMPLOYMENT MATTERS...........................................25
                                                    
   7.2   TAXES........................................................26
                                                                
   7.3   BULK SALE....................................................27
                                                          
   7.4   NON-SOLICITATION.............................................27
                                                       
   7.5   INSPECTION OF LEASED FACILITY................................27
                                         
   7.6   TRANSITION SERVICES..........................................27
                                                   
   7.7   PUBLICITY....................................................27
                                                            
   7.8   CONFIDENTIALITY..............................................28
                                                       

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

   8.1   NO MISREPRESENTATION OR BREACH OF COVENANTS AND WARRANTIES...28
             
   8.2   NO RESTRAINT OR LITIGATION...................................28
                                           
   8.3   NECESSARY APPROVALS..........................................28
                                                    
   8.4   EMPLOYEES....................................................28
                                                           
   8.5   ADDITIONAL AGREEMENTS........................................29
                                                 
   8.6   NO MATERIAL ADVERSE CHANGE...................................29
                                            

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

   9.1   NO MISREPRESENTATION OR BREACH OF COVENANTS AND WARRANTIES...29
           
   9.2   NO RESTRAINT OR LITIGATION...................................29
                                           
   9.3   NECESSARY APPROVALS..........................................29
                                                  
   9.4   ADDITIONAL AGREEMENTS........................................29
                                                 
   9.5   NO MATERIAL ADVERSE CHANGE...................................29
                                            

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

   10.1     INDEMNIFICATION BY SELLER; SELLER LIABILITY...............30
                          
   10.2     INDEMNIFICATION BY BUYER..................................30
                                              
   10.3     NOTICE OF CLAIMS..........................................31
                                                       
   10.4     THIRD PARTY CLAIMS........................................32
                                                      
   10.5     ENVIRONMENTAL INDEMNIFICATION BY SELLER...................32
                                 
   10.6     ENVIRONMENTAL INDEMNIFICATION BY BUYER....................33
                               
   10.7     SPECIAL UNDERSTANDING REGARDING PRE-EXISTING LEAD IN THE 
            EXHAUST SYSTEM ...........................................34
             

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

   11.1     TERMINATION...............................................34
                                                             
   11.2     NOTICE OF TERMINATION.....................................35
                                                   
   11.3     EFFECT OF TERMINATION.....................................35
                                                 

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

   12.1     SURVIVAL OF OBLIGATIONS...................................35
                                                
   12.2     NOTICE....................................................35
                                                                 
   12.3     SUCCESSORS AND ASSIGNS....................................36
                                                  
   12.4     ACCESS TO RECORDS AFTER CLOSING DATE......................36
                                   
   12.5     ENTIRE AGREEMENTS; AMENDMENTS.............................37
                                        
   12.6     INTERPRETATION............................................37
                                                          
   12.7     WAIVERS...................................................37
                                                               
   12.8     EXPENSES..................................................37

   12.9     PARTIAL INVALIDITY .......................................37  
                                                             
   12.10    GOVERNING LAW.............................................38
                                                       
   12.11    DISPUTE RESOLUTION........................................38
                                                    
   12.12    COUNTERPARTS..............................................38
                                     

                                       ii


<PAGE>



                                List of Exhibits




         Exhibit  A  -  Sublease Agreement  [not submitted in filing]

         Exhibit  B  -  Supply Agreement  [filed seperately]

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

         Exhibit D  -  Purchase Price Allocation

         Exhibit E  -  Description of Transition Services

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

         Exhibit G  -  Inventory



                                List of Schedules





         Schedule 2.1 -  Tangible Assets  [not submitted in filing]

         Schedule 2.1 -  Intangible Assets  [not submitted in filing]

         Schedule 2.1 -  Transferred Agreements  [not submitted in filing]

         Schedule 2.1 -  Transferred Permits  [not submitted in filing]

         Schedule 2.1 -  Expensed Assets  [not submitted in filing]

         Schedule 2.1 -  Inventory  [not submitted in filing]

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

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

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

   
                                       iii


<PAGE>


                                                             
                            ASSET PURCHASE AGREEMENT

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

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

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

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

                                    ARTICLE 1

                                   DEFINITIONS

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

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

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


                                       1

<PAGE>



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

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

     "Assumed   Liabilities"   has  the   meaning   specified   in  Section  2.3
("Liabilities and Obligations") hereof.
         
     "Benefit   Arrangement"   has  the   meaning   specified   in  Section  4.8
("Employees") hereof.

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

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

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

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

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

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

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


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

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

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

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


                                       2

<PAGE>


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

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

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

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

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

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

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

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

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

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

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

     "Governmental Order" means any legally enforceable  judgment,  order, award
or decree of any foreign,  federal,  state, local or other court or tribunal, or
any Governmental Body and any final binding award in any arbitration proceeding.
        
     "Governmental   Permits"   has  the  meaning   specified   in  Section  4.5
("Governmental Permits") hereof.
        
     "HSR Act" has the meaning specified in Section 6.6 ("Governmental Filings")
hereof.

                                       3

<PAGE>


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

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

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

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

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

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

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

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

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

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

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


                                       4

<PAGE>

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

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

          (f)  mask works or registrations of mask works;

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

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

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

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

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


     "Interim  FSAL" has the meaning  specified in Section 3.2  ("Adjustment  of
Purchase Price") hereof.
         
     "Inventory"  means all non-Excess,  non-Obsolete  raw materials,  supplies,
Components, work-in-process related to the Operations.
        
     "IRS" means the Internal Revenue Service of the United States of America.

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

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


                                       5

<PAGE>

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

     "New  Regular   Personnel"  means  Regular  Personnel  who  become  Buyer's
personnel as of the Closing Date.
         
     "Nonassignable   Asset"  has  the   meaning   specified   in  Section   2.7
("Nonassignable Assets") hereof.
        
     "Nonexclusive   Asset"  has  the   meaning   specified   in   Section   2.7
("Nonassignable Assets") hereof.
        
     "Obsolete" means parts, spares, products or Components which either have no
useful life or cannot be  incorporated  or used in the  manufacturer of Seller's
products within the foreseeable future.
       
     "Operations" has the meaning specified in the Recitals to this Agreement.
       
     "Operations Property" means any real or personal property, plant, building,
facility, structure, underground storage tank, equipment or unit, or other asset
which is now or has at any time been owned,  leased or operated by Seller in the
conduct  of the  Operations  or used by or for the  benefit  of  Seller  and the
Operations,  including,  without limitation,  the Leased Facility and only those
applicable Purchased Assets.
        
     "OSHA" means the Occupational  Safety and Health Act, 29 U.S.C.  ss.ss. 651
et seq.,  any amendment  thereto,  any successor  statute,  and any  regulations
promulgated thereunder.
        
     "Permitted Encumbrances" means

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

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

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

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

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

                                       6

<PAGE>

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

         A.       the presence of Contamination

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

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

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

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

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

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

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

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

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

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

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

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

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



                                       7

<PAGE>

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

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

     "Purchase Price" has the meaning specified in Section 3.2 ("Consideration")
hereof.
         
     "Purchased  Assets" has the meaning specified in Section 2.1 ("Purchase and
Sale of Assets to be Transferred") hereof.
         
     "Real Estate Sublease  Agreement"  means the agreement  whereby Seller will
sublease  the  Facility to Buyer  commencing  as of the Closing Date in the form
attached as Exhibit A ("Sublease Agreement").
        
     "Records and Manuals" has the meaning  specified in Section 2.1  ("Purchase
and Sale of Assets to be Transferred") hereof.

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

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

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

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

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

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

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


                                       8

<PAGE>

     "Successor" means any

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

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

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

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

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

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

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


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

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

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


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

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


                                       9

<PAGE>

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

                                    ARTICLE 2

                           PURCHASE AND CONSIDERATION

2.1       Purchase and Sale of Assets to be Transferred.

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

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

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

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

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

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

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

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


                                       10

<PAGE>

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

2.2       Assets Not to be Transferred.

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

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

         (b)      all accounts and notes receivable;

         (c)      all telephone, telex and facsimile numbers;

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

         (e)      Facility leases; and

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

2.3      Liabilities and Obligations.

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

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

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

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

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


                                       11

<PAGE>

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

2.4      Consideration.

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

2.5      Adjustment of Purchase Price.

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

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



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

                                       12

<PAGE>


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

2.6      Transfer Taxes.

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

2.7      Nonassignable Assets.

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

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

2.8      Allocation.

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

                                       13

<PAGE>

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

2.9      License of Ancillary Technology.

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

                                    ARTICLE 3

                                     CLOSING

3.1      The Closing.

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

3.2      Payment.

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

3.3      Buyer's Additional Deliveries.

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

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


                                       14

<PAGE>

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

                 (e) The Supply Agreement duly executed by Buyer.

3.4       Seller's Deliveries.

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

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

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

                  (c)  The Instrument of Assignment duly executed by Seller;
                 
                  (d)  Certificates  of title or origin (or like documents) with
respect to any Tangible  Assets for which a certificate  of title or origin is
required in order to transfer title;

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

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

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

                  (h) The Supply Agreement duly executed by Seller.

3.5      Passage of Title.

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

                                    ARTICLE 4

                    REPRESENTATIONS AND WARRANTIES OF SELLER

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


                                       15

<PAGE>

4.1      Organization of Seller.

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

4.2       Authorization.

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

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

4.3      Taxes.

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


                                       16

<PAGE>


4.4      Condition of Assets.

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

4.5      Governmental Permits.

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

4.6      Title to Tangible Property.

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

4.7      Intellectual Property.

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

4.8      Employees

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


                                       17

<PAGE>

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

4.9      Contracts.

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

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

4.10     No Violation, Litigation or Regulatory Action

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

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

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


                                       18

<PAGE>


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

4.11     Environmental Matters

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

         (i)   any material violation of Environmental Laws,

         (ii)  any Remediation Activities,

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

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

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

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

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

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

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

                                       19

<PAGE>

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

4.12     No Finder.

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

4.13     Disclosure.

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

4.14     Year 2000 Compliance.

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

                                    ARTICLE 5

                     REPRESENTATIONS AND WARRANTIES OF BUYER

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


5.1      Organization of Buyer

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


                                       20

<PAGE>

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

5.2      Authorization.

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

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

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

         (ii) the organizational documents of Buyer,

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

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

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

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


5.3      No Finder.

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

5.4      Cash Consideration.

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


                                       21

<PAGE>


5.5      Disclosure.

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


                                    ARTICLE 6

                        ACTION PRIOR TO THE CLOSING DATE

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


6.1      Investigation of the Operations by Buyer.

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

6.2      Preserve Accuracy of Representations and Warranties.

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


                                       22

<PAGE>

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

6.3      Transferred Agreements.

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


6.4      Notice of Certain Matters.

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

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

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

6.5      Operations Prior to the Closing.

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


                                       23

<PAGE>


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

         (ii) Seller shall keep and maintain the Purchased  Assets in reasonably
good  operating  condition and repair  (reasonable  wear and tear excepted) and,
except to the  extent  specifically  agreed to in  writing  by Buyer,  shall use
commercially  reasonable  efforts to maintain the business  organization  of the
Operations  intact and to preserve the goodwill of the  suppliers,  contractors,
employees,  customers  and other  Persons  having  business  relations  with the
Operations to the extent necessary to continue to conduct the Operations and
     
          In furtherance of the foregoing subsection, and without limitation 
thereof, except as  expressly  contemplated  by this  Agreement  or except with
the express written approval of Buyer, Seller shall

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

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

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

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

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

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


6.6      Government Filings.

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

                                       24

<PAGE>



<PAGE>


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

                                    ARTICLE 7

                              ADDITIONAL AGREEMENTS

7.1      Employment Matters.

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

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

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

         (c) From the date hereof to the Closing  Date,  Seller  agrees to 
cooperate with Buyer in  recruiting  and hiring Regular  Personnel who shall be
offered employment as New Regular Personnel as contemplated in Section 7.1(a) 
above.
         
         (d) Buyer and Seller shall offer the New Regular Employees benefits 
under a employee  retention  program  ("Employee  Transition  Benefits")  
identified and described  in  Exhibit  F which  is  referenced  hereto  and  
made  part of this Agreement.


                                       25

<PAGE>

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

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

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

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

7.2      Taxes.

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

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

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

                                       26

<PAGE>

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

7.3      Bulk Sale.

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

7.4      Non-Solicitation.

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


7.5      Inspection of Leased Facility.

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

7.6      Transition Services.

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

7.7       Publicity.

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


                                       27

<PAGE>


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


7.8      Confidentiality

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


                                    ARTICLE 8

                  CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER

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


8.1      No Misrepresentation or Breach of Covenants and Warranties.

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

8.2      No Restraint or Litigation.

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

8.3      Necessary Approvals.

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

8.4      Employees.

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

                                       28

<PAGE>

8.5      Additional Agreements.

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


8.6      No Material Adverse Change.

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


                                    ARTICLE 9

                  CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER

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

9.1      No Misrepresentation or Breach of Covenants and Warranties.

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

9.2      No Restraint or Litigation.

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

9.3      Necessary Approvals.

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

9.4      Additional Agreements.

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

9.5      No Material Adverse Change.

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


                                       29

<PAGE>


                                   ARTICLE 10

                                 INDEMNIFICATION

10.1     Indemnification by Seller; Seller Liability.

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

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

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

         (c) the Retained  Liabilities.  

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

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

10.2     Indemnification by Buyer.

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




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

                                       30

<PAGE>

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

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

     (c) the Assumed Liabilities;

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

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

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

10.3     Notice of Claims.

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

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



                                       31

<PAGE>

10.4      Third Party Claims.


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

10.5     Environmental Indemnification by Seller.

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

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

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

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


                                       32

<PAGE>


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


10.6     Environmental Indemnification by Buyer.

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

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

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

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

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

                                       33

<PAGE>

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


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

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


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

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


                                   ARTICLE 11

                                   TERMINATION


11.1     Termination.

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

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


                                       34

<PAGE>

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

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

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

11.2     Notice of Termination.

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

11.3     Effect of Termination.

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

                                   ARTICLE 12

                               GENERAL PROVISIONS

12.1     Survival of Obligations.  

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


12.2     Notice

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


                                       35

<PAGE>


         If to Solectron:

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

         If to Trimble:

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

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

12.3     Successors and Assigns.

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

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

12.4     Access to Records After Closing Date.

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



                                       36

<PAGE>


12.5     Entire Agreements; Amendments.

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


12.6     Interpretation.

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

12.7     Waivers.

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

12.8     Expenses.

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

12.9     Partial Invalidity.

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


                                       37

<PAGE>

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


12.10    Governing Law.

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

12.11    Dispute Resolution.

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

12.12     Counterparts.

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


                                       38

<PAGE>


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

                                  SOLECTRON CORPORATION

                                  By:            

                                  Name:              

                                  Title:         


                                  SOLECTRON FEDERAL SYSTEMS, INC.

                                  By:      

                                  Name:             

                                  Title:   

                                  TRIMBLE NAVIGATION LIMITED

                                  By:               

                                  Name:  

                                  Title:      



                                       39

<PAGE>


                                    EXHIBIT D
                            Purchase Price Allocation
 
 

1.   Tangible Assets
     [*]                                                                 [*]
     [*]                                                                 [*]
     [*]                                                                 [*]
     [*]                                                                 [*]
 
2.   Intangible Assets
     [*]                                                                 [*]

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

 
Total Purchase Price                                          $27,924,321.78




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





<PAGE>


                                    EXHIBIT E
                         Transitional Services Agreement

1.       TRANSITIONAL SUPPORT SERVICES

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

2.       SUBLEASE, AND FACILITIES SERVICES
         2.1.   Sublease

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

         2.2.   Facilities Services

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

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

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

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

                    2.2.4  Personal  property  taxes;  

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

                    2.2.6  Paper and battery recycling; 

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

                    2.2.8  Use of installed telephone lines and network cabling 
                           infrastructure,


<PAGE>

                           in accordance with Sublease Agreements terms;

                    2.2.9  Security guard services;

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

                    2.2.11 Paper shredding services; and

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

          2.3.    Excluded Services

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

                    2.3.1 Modifications to existing facilities;

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

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

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

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

                    2.3.6 Office  supplies;  

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

                    2.3.8 Special ergonomic  furniture or equipment purchased 
                          for Solectron  employees;  and 
                    
                    2.3.9 Any other  services not expressly included in 
                          paragraph 2.2.

3.       IS SUPPORT SERVICES

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

         3.1      Network

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


<PAGE>



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

          3.2     CA/MANMAN Setup and Support

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

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

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

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

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

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

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




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



<PAGE>



     3.3      Other Applications

               3.3.1      Cognos/Impromptu.

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

               3.3.2      Manugistics/ Supply/C.

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

               3.3.3      Microsoft/Office and other Microsoft Applications.

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

4.       SHARED PERSONNEL RESOURCES

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


5.       SHARED PRODUCTION EQUIPMENT

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





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


<PAGE>


                                    EXHIBIT G

                                    Inventory
1.0      General

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

2.0       Inventory  Consumption 

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


3.0       Inventory Purchase 

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


4.0       Security 

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

5.0      Miscellaneous

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





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


<PAGE>





                                                                 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

<PAGE>



                                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



<PAGE>


                                  
                                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

<PAGE>



          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.


                                  Page 2 of 39

<PAGE>



     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.



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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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<PAGE>



     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. [*]



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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




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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


<PAGE>



          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





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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);




[*]-CERTAIN INFORMATION AS INDICATED ON THIS PAGE HAS BEEN OMITTED AND FILED
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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).





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     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

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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,






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               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


<PAGE>



               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;



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               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.



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