SEC Filing | Entegris, Inc.

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Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended March 1, 2003

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Commission File Number 000-30789

ENTEGRIS, INC.

(Exact name of registrant as specified in charter)

Minnesota		41-1941551
(State or other jurisdiction of incorporation)		(IRS Employer ID No.)

3500 Lyman Boulevard, Chaska, Minnesota 55318

(Address of Principal Executive Offices)

Registrant’s Telephone Number (952) 556-3131

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YES x NO ¨

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the close of the latest practicable date.

Class		Outstanding at March 31, 2003
Common Stock, $0.01 Par Value		71,614,697

ENTEGRIS, INC., INC. AND SUBSIDIARIES

FORM 10-Q

TABLE OF CONTENTS

FOR THE QUARTER ENDED MARCH 1, 2003

	Description	Page
PART I

Item 1.	Unaudited Consolidated Financial Statements

	Consolidated Balance Sheets as of March 1, 2003 and August 31, 2002	3

	Consolidated Statements of Operations for the Three Months and Six Months Ended March 1, 2003 and March 2, 2002	4

	Consolidated Statements of Cash Flows for the Six Months Ended March 1, 2003 and March 2, 2002	5

	Notes to Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17

Item 4.	Controls and Procedures	17

PART II	Other Information

Item 4.	Submission of Matters to a Vote of Security Holders	17

Item 6.	Exhibits and Reports on Form 8-K	18

Item 1. Financial Statements

ENTEGRIS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

(Unaudited)

	March 1, 2003			August 31, 2002
ASSETS
Current assets
Cash and cash equivalents	$	77,989		$	74,830
Short-term investments		24,564			44,624
Trade accounts receivable, net of allowance for doubtful accounts		39,106			35,371
Trade accounts receivable due from affiliates		2,735			4,219
Inventories		41,920			38,859
Deferred tax assets and refundable income taxes		12,032			16,039
Other current assets		3,277			2,793

Total current assets		201,623			216,735

Property, plant and equipment, net		100,844			102,104
Other assets
Investments		7,328			7,883
Intangible assets, net of amortization		64,832			30,295
Goodwill		31,528			31,309
Other		2,058			1,934

Total assets	$	408,213		$	390,260

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Current maturities of long-term debt	$	1,887		$	2,144
Short-term borrowings		25,342			9,421
Accounts payable		8,906			7,977
Accrued liabilities		22,731			20,079

Total current liabilities		58,866			39,621

Long-term debt, less current maturities		13,120			12,691
Deferred tax liabilities		15,565			15,802
Minority interest in subsidiaries		—			32
Commitments and contingencies
Shareholders’ equity
Common stock, $0.01 par value; 200,000,000 authorized; issued and outstanding shares: 71,604,465 and 71,160,539, respectively		716			712
Additional paid-in capital		134,538			132,676
Retained earnings		185,938			190,932
Accumulated other comprehensive loss		(530	)		(2,206	)

Total shareholders’ equity		320,662			322,114

Total liabilities and shareholders’ equity	$	408,213		$	390,260

See accompanying notes to consolidated financial statements.

ENTEGRIS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except per share data)

(Unaudited)

	Three Months Ended						Six Months Ended
	March 1, 2003			March 2, 2002			March 1, 2003			March 2, 2002
Sales to non-affiliates	$	49,689		$	45,513		$	98,039		$	86,015
Sales to affiliates		4,442			5,189			9,813			10,539

Net sales		54,131			50,702			107,852			96,554
Cost of sales		31,576			33,764			63,419			64,421

Gross profit		22,555			16,938			44,433			32,133
Selling, general and administrative expenses		19,833			17,566			38,755			35,196
Nonrecurring charges		—			—			1,812			4,001
Engineering, research and development expenses		4,233			4,475			8,306			8,516

Operating loss		(1,511	)		(5,103	)		(4,440	)		(15,580	)
Interest income, net		(20	)		(365	)		(320	)		(816	)
Other expense (income), net		8			(1,450	)		4,795			(1,739	)

Loss before income taxes and other items below		(1,499	)		(3,288	)		(8,915	)		(13,025	)
Income tax benefit		(2,210	)		(1,249	)		(4,042	)		(4,949	)
Equity in net loss of affiliate		64			—			122			—
Minority interest in subsidiaries’ net loss		—			(653	)		—			(774	)

Net income (loss)	$	647		$	(1,386	)	$	(4,995	)	$	(7,302	)

Earnings (loss) per common share:
Basic	$	0.01		$	(0.02	)	$	(0.07	)	$	(0.10	)
Diluted	$	0.01		$	(0.02	)	$	(0.07	)	$	(0.10	)
Weighted shares outstanding:
Basic		71,391			69,976			71,278			69,859
Diluted		75,465			69,976			71,278			69,859

ENTEGRIS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

	Six months ended
	March 1, 2003			March 2, 2002
OPERATING ACTIVITIES
Net loss	$	(4,995	)	$	(7,302	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		13,604			14,177
Impairment of property and equipment		350			2,300
Impairment of investment in Metron Technology N.V.		4,452			—
Provision for doubtful accounts		40			(318	)
Provision for deferred income taxes		(1,327	)		1,142
Equity in net loss of affiliates		122			—
(Gain) loss on sale of property and equipment		(25	)		560
Minority interest in subsidiaries’ net loss		—			(774	)
Changes in operating assets and liabilities, net of effect of acquisitions:
Trade accounts receivable		(2,451	)		7,276
Trade accounts receivable due from affiliates		1,484			4,517
Inventories		752			8,192
Accounts payable and accrued liabilities		1,484			(18,825	)
Other current assets		(473	)		1,250
Accrued income taxes and refundable income taxes		4,180			236
Other		72			(1,937	)

Net cash provided by operating activities		17,269			10,494

INVESTING ACTIVITIES
Acquisition of property and equipment		(5,842	)		(7,637	)
Acquisition of businesses, net of cash acquired		(43,513	)		(6,663	)
Purchases of intangible assets		(700	)		(354	)
Proceeds from sales of property and equipment		22			292
Purchases of short-term investments		(19,541	)		(49,878	)
Maturities of short-term investments		39,601			46,749
Other		(2,027	)		259

Net cash used in investing activities		(32,000	)		(17,232	)

FINANCING ACTIVITIES
Principal payments on short-term borrowings and long-term debt		(1,655	)		(7,445	)
Proceeds from short-term borrowings and long-term debt		17,549			5,622
Issuance of common stock		1,867			1,271

Net cash provided by (used in) financing activities		17,761			(552	)

Effect of exchange rate changes on cash and cash equivalents		129			(498	)

Increase (decrease) in cash and cash equivalents		3,159			(7,788	)
Cash and cash equivalents at beginning of period		74,830			74,451

Cash and cash equivalents at end of period	$	77,989		$	66,663

See accompanying notes to consolidated financial statements.

ENTEGRIS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

Summary of Significant Accounting Policies

In the opinion of the Company, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly, in conformity with accounting principles generally accepted in the United States of America, the financial position as of March 1, 2003 and August 31, 2002, the results of operations for the three months and six months ended March 1, 2003 and March 2, 2002 and cash flows for the six months ended March 1, 2003 and March 2, 2002. Certain prior year amounts have been reclassified to conform to the current period presentation.

The financial statements and notes are presented as permitted by Form 10-Q and do not contain certain information included in the Company’s annual consolidated financial statements and notes. The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis and financial statements and notes thereto included in the Company’s Form 10-K for the year ended August 31, 2002. The results of operations for the three months and six months ended March 1, 2003 and March 2, 2002 are not necessarily indicative of the results to be expected for the full year.

The Company’s fiscal year is a 52- or 53-week period ending on the last Saturday of August. The fiscal year ending August 31, 2002 comprises 52 weeks. In fiscal 2003, the Company’s interim quarters end on November 30, 2002, March 1, 2003 and May 31, 2003. The previous fiscal year ended on August 31, 2002 and comprised 53 weeks. Fiscal years are identified in this report according to the calendar year in which they end. For example, the fiscal year ended August 30, 2003 is referred to as “fiscal 2003”.

Earnings (loss) per share

The following table presents a reconciliation of the denominators used in the computation of basic and diluted earnings (loss) per share.

	Three Months Ended		Six Months Ended
	March 1, 2003	March 2, 2002	March 1, 2003	March 2, 2002
Basic earnings (loss) per share-weighted common shares outstanding	71,391,000	69,976,000	71,278,000	69,859,000
Weighted common shares assumed upon exercise of stock options	4,074,000	—	—	—

Diluted earnings (loss) per share-weighted common shares and common shares equivalent outstanding	75,465,000	69,976,000	71,278,000	69,859,000

The effect of the inclusion of stock options in the second quarter of fiscal 2002 and for the six months ended March 1, 2003 and March 2, 2002 is anti-dilutive.

Inventories

Inventories consist of the following (in thousands):

	March 1, 2003		August 31, 2002
Raw materials	$	10,922	$	13,015
Work-in process		2,713		2,163
Finished goods		27,655		23,216
Supplies		630		465

Total inventories	$	41,920	$	38,859

Comprehensive Income (Loss)

For the three months and six months ended March 1, 2003 and March 2, 2002 net income (loss), items of other comprehensive income (loss) and comprehensive income (loss) are as follows (in thousands):

	Three months ended						Six months ended
	March 1, 2003			March 2, 2002			March 1, 2003			March 2, 2002
Net income (loss)	$	647		$	(1,386	)	$	(4,995	)	$	(7,302	)
Items of other comprehensive income (loss)
Foreign currency translation gain (loss)		721			(1,085	)		650			(1,461	)
Net change in unrealized (loss) gain on marketable securities		(870	)		2,320			(887	)		1,789
Reclassification adjustment for impairment loss on marketable securities included in earnings		—			—			1,913			—

Comprehensive income (loss)	$	498		$	(151	)	$	(3,319	)	$	(6,974	)

Nonrecurring Charge

During the first quarter of fiscal 2003, the Company recorded a pre-tax charge of $1.8 million related to the relocation of its Upland, California operations and certain workforce reductions. The charge included $0.9 million in termination costs related to a workforce reduction of approximately 75 employees, $0.4 million for estimated losses for asset impairment and $0.5 million for future lease commitments on the Upland facility. As expected, the Company closed the Upland plant in the second quarter, with the majority of the facility’s equipment sold, disposed of, or moved to Chaska, Minnesota by the end of February 2003. As of March 1, 2003, future cash outlays of $0.9 million remained outstanding in connection with the aforementioned charge, and are primarily related to severance payments of $0.4 million, which run through May 2004, and lease commitments of $0.5 million, which run through July 2005.

Impairment of investment in Metron Technology N.V.

The Company’s Results of Operations for the six months ended March 1, 2003 include other expense of $4.8 million. In the first quarter of fiscal 2003, the Company recorded an impairment loss of $4.5 million, or $3.3 million after tax, related to the write-down of the Company’s equity investment in Metron Technology N.V. common stock. The Company, a founding shareholder of Metron, owns about 1.6 million shares of Metron common stock. Prior to the impairment charge, the Company’s investment in Metron Technology N.V. common stock had a carrying value of $7.6 million. At November 30, 2002, the fair value of the investment was $3.1 million, based on a price

of $2.00 per share, the closing price of Metron at the end of the first quarter. The decline in fair value was determined to be other-than-temporary. Accordingly, an impairment loss of $4.5 million was recorded in the first quarter of fiscal 2003 and the investment in Metron common stock written down to a new carrying value of $3.1 million. At March 1, 2003, the Company’s investment in Metron Technology N.V. common stock had a fair value of $2.0 million. If the decline in fair value is determined to be other-than-temporary, an impairment loss will be recorded and the investment in Metron common stock written down to a new cost basis.

Recently Issued Accounting Pronouncements

In October 2001, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. While SFAS No. 144 supersedes SFAS No. 121, it retains many of the fundamental provisions of that Statement. SFAS No. 144 became effective for the Company during the first quarter of the fiscal year ending August 30, 2003. Adoption did not have an impact on the Company’s results of operations or financial position.

In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities,” which addresses accounting for restructuring and similar costs. SFAS No. 146 supercedes previous accounting guidance and is required for restructuring activities initiated after December 31, 2002. SFAS No. 146 requires the recognition of the liability for costs associated with exit or disposal activities as incurred, whereas previous guidance required that a liability be recorded when the Company committed to an exit plan. Accordingly, the accounting treatment of any exit or disposal activities initiated by the Company after December 31, 2002 may differ from the treatment used by the Company for previous exit or disposal activities, particularly as relates to the timing and disclosure of certain costs associated with such activities.

In November 2002, the FASB issued FASB Interpretation No. 45 (“FIN 45”), Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. FIN 45 requires that a liability be recorded in the guarantor’s balance sheet upon issuance of a guarantee. In addition, FIN 45 requires disclosures about the guarantees that an entity has issued, including a rollforward of the Company’s product warranty liabilities. The Company will apply the recognition provisions of FIN 45 prospectively to guarantees issued after December 31, 2002. The disclosure provisions of FIN 45 are effective for financial statements for the second quarter of the Company’s fiscal year 2003. The Company does not expect the adoption of FIN 45 to have a material effect on its consolidated financial position and results of operations.

In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation, transition and Disclosure.” SFAS No. 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. SFAS No. 148 also requires that disclosures of the pro forma effect of using the fair value method of accounting for stock-based employee compensation be displayed more prominently and in a tabular format. Additionally, SFAS No. 148 requires disclosure of the pro forma effect in interim financial statements. The transition and annual disclosure requirements of SFAS No. 148 are effective for the Company’s fiscal 2003. The interim disclosure requirements are effective for the Company’s third quarter of fiscal 2003. Entegris does not expect SFAS No. 148 to have a material effect on its results of operations or financial condition.

Warranties

The Company accrues for warranty costs based on historical trends and the expected material and labor costs to provide warranty services. The majority of products sold are generally covered by a warranty for periods ranging from 90 days to one year. The following table summarizes the activity related to the product warranty liability during the six-month period ended March 1, 2003 (in thousands):

Balance at August 31, 2002	$	700
Accrual for warranties issued during the period		554
Settlements during the period		(477	)

Balance at March 1, 2003	$	777

Acquisitions

During the second quarter of fiscal 2003, Entegris completed two cash acquisitions totaling $43.5 million. In January 2003, the Company acquired substantially all of the assets of Electrol Specialties Company (ESC) in a cash transaction. ESC, an Illinois-based company, provides stainless steel system designed and fabricated Clean-In-Place (CIP) technology to customers in the biopharmaceutical industry. Intangible assets of approximately $2.4 million were recorded in connection with the transaction. Entegris retained ESC’s existing management team and employees, and continues to manufacture CIP products at ESC’s leased facility in Illinois.

In February 2003, Entegris acquired the wafer and reticle carrier (WRC) product lines of Asyst Technologies, Inc., a California-based provider of integrated automation systems that maximize semiconductor manufacturing productivity. Under terms of the purchase agreement, Entegris paid $38.75 million for all assets associated with Asyst’s WRC product lines and intellectual property. Entegris hired key Asyst employees involved with these product lines. Intangible assets of approximately $33.8 million were recorded in connection with the transaction. Entegris intends to move the production of the purchased WRC product line to its Chaska, Minnesota facilities in the third quarter of fiscal 2003.

Each of the above transactions was accounted for by the purchase method. Accordingly, the Company’s consolidated financial statements include the net assets and results of operations from the dates of acquisition. The Company is in the process of reviewing and finalizing valuations of the tangible and intangible assets acquired in these acquisitions.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

Entegris, Inc. is a leading provider of materials integrity management products and services that protect and transport the critical materials used in key technology-driven industries. Entegris primarily derives its revenue from the sale of products to the semiconductor and data storage industries and generally recognizes sales upon the shipment of such goods to customers. Cost of sales includes polymers and purchased components, manufacturing personnel, supplies and fixed costs related to depreciation and operation of facilities and equipment. The Company’s customers consist primarily of semiconductor manufacturers, semiconductor equipment and materials suppliers, and hard disk manufacturers which are served through direct sales efforts, as well as sales and distribution relationships, in the United States, Asia and Europe.

The Company’s fiscal year is a 52- or 53-week period ending on the last Saturday of August. The current fiscal year will end on August 30, 2003 and includes 52 weeks. The previous fiscal year ended on August 31, 2002 and comprised 53 weeks. Fiscal years are identified in this report according to the calendar year in which they end. For example, the fiscal year ended August 30, 2003 is referred to as “fiscal 2003”.

Critical Accounting Policies

Management’s discussion and analysis of financial condition and results of operations are based upon the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the Company to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. At each balance sheet date, management evaluates its estimates, including, but not limited to, those related to accounts receivable, warranty and sales return obligations, inventories, long-lived assets and income taxes. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. The critical accounting policies affected significantly by estimates, assumptions and judgments used in the preparation of the Company’s financial statements are discussed below.

Allowance for Doubtful Accounts and Other Accounts Receivable-Related Valuation Accounts The Company maintains an allowance for doubtful accounts as well as reserves for sales returns and allowances, and warranty claims. Significant management judgments and estimates must be made and used in connection with establishing these valuation accounts. Material differences could result in the amount and timing of the Company’s results of operations for any period if we made different judgments or utilized different estimates. In addition, actual results could be different from the Company’s current estimates, possibly resulting in increased future charges to earnings.

The Company provides an allowance for doubtful accounts for all individual receivables judged to be unlikely for collection. For all other accounts receivable, the Company records an allowance for doubtful accounts based on a combination of factors. Specifically, management analyzes the age of receivable balances, historical bad debts write-off experience, industry and geographic concentrations of customers, general customer creditworthiness and current economic trends when determining its allowance for doubtful accounts. At March 1, 2003, the Company’s allowance for doubtful accounts was $1.9 million, up slightly from $1.8 million at August 31, 2002.

A reserve for sales returns and allowances is established based on historical trends and current trends in product returns. The Company’s reserve for sales returns and allowances was $0.9 million at March 1, 2003 compared to $1.2 million at August 31, 2002.

The Company records a liability for estimated warranty claims. The amount of the accrual is based on historical claims data by product group and other factors. Claims could be materially different from actual results for a variety of reasons, including a change in the Company’s warranty policy in response to industry trends, competition or other external forces, manufacturing changes that could impact product quality, or as yet unrecognized defects in products sold. The Company’s accrual for estimated future warranty costs was $0.8 million at March 1, 2003 compared to $0.7 million at August 31, 2002.

Inventory Valuation The Company uses certain estimates and judgments to properly value inventory. In general, the Company’s inventories are recorded at the lower of manufacturing cost or market value. Each quarter, the Company evaluates its ending inventories for obsolescence and excess quantities. This evaluation includes analyses of inventory levels, historical loss trends, expected product lives, sales levels by product and projections of future sales demand. Inventories that are considered obsolete are written off. In addition, reserves are established for inventory quantities in excess of forecasted demand. Inventory reserves were $6.1 million at March 1, 2003, up from $5.8 million at August 31, 2002.

The Company’s inventories comprise materials and products subject to technological obsolescence and which are sold in a highly competitive industry. If future demand or market conditions are less favorable than current analyses, additional inventory write-downs or reserves may be required and would be reflected in cost of sales in the period the revision is made.

Impairment of Long-Lived Assets The Company routinely considers whether indicators of impairment of its property and equipment assets, particularly its molding equipment, are present. If such indicators are present, it is determined whether the sum of the estimated undiscounted cash flows attributable to the assets in question is less than their carrying value. If less, an impairment loss is recognized based on the excess of the carrying amount of the assets over their respective fair values. Fair value is determined by discounted estimated future cash flows, appraisals or other methods deemed appropriate. If the assets determined to be impaired are to be held and used, the Company recognizes an impairment charge to the extent the present value of anticipated net cash flows attributable to the asset are less than the asset’s carrying value. The fair value of the asset then becomes the asset’s new carrying value, which we depreciate over the remaining estimated useful life of the asset.

The Company assesses the impairment of intangible assets and related goodwill at least annually, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors considered important which could trigger an impairment review, and potentially an impairment charge, include the following:

•

significant underperformance relative to historical or projected future operating results;

•

significant changes in the manner of use of the acquired assets or the Company’s overall business strategy;

•

significant negative industry or economic trends; and

•

significant decline in the Company’s stock price for a sustained period changing the Company’s market capitalization relative to its net book value.

The Company’s marketable equity securities are periodically reviewed to determine if declines in fair value below cost basis are other-than-temporary, requiring an impairment loss to be recorded and the investment written down to a new cost basis. At March 1, 2003, the Company’s investment in Metron Technology N.V. common stock had a carrying value of $3.1 million with a fair value of $2.0 million. If the decline in fair value is determined to be other-than-temporary, an impairment loss will be recorded and the investment in Metron common stock written down to a new cost basis.

Income Taxes In the preparation of the Company’s consolidated financial statements, management is required to estimate income taxes in each of the jurisdictions in which the Company operates. This process involves estimating actual current tax exposures together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included in the Company’s consolidated balance sheet.

The Company has significant amounts of deferred tax assets that are reviewed for recoverability and valued accordingly. Management evaluates the realizability of the deferred tax assets on a quarterly basis and assesses the need for valuation allowances. These deferred tax assets are evaluated by considering historical levels of income, estimates of future taxable income streams and the impact of tax planning strategies. A valuation allowance is recorded to reduce deferred tax assets when it is determined that the Company would not be able to realize all or part of its deferred tax assets. At March 1, 2003, the Company carried a valuation allowance of $1.4 million against its net deferred tax assets with respect to certain foreign net operating loss carryforwards. In the event it was determined that the Company would not be able to realize all or part of its remaining net deferred tax assets in the future, an adjustment to increase the deferred tax asset valuation allowance would be charged to income in the period such determination would be made.

Three and Six Months Ended March 1, 2003 Compared to Three Six Months Ended March 2, 2002

The following table compares quarterly results with year-ago results, as a percent of sales, for each caption.

	Three Months Ended				Six Months Ended
	March 1, 2003		March 2, 2002		March 1, 2003		March 2, 2002
Net sales	100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales	58.3		66.6		58.8		66.7

Gross profit	41.7		33.4		41.2		33.3
Selling, general and administrative expenses	36.6		33.9		35.9		35.8
Nonrecurring charges	—		—		1.7		4.1
Engineering, research and development expenses	7.8		9.6		7.7		9.5

Operating loss	(2.8	)	(10.1	)	(4.1	)	(16.1	)
Interest income, net	—		(0.7	)	(0.3	)	(0.8	)
Other expense (income), net	—		(2.9	)	4.4		(1.8	)

Loss before income taxes and other items below	(2.8	)	(6.5	)	(8.3	)	(13.5	)
Income tax benefit	(4.1	)	(2.5	)	(3.7	)	(5.1	)
Equity in net loss of affiliate	0.1		—		0.1		—
Minority interest in subsidiaries’ net loss	—		(1.3	)	—		(0.8	)

Net income (loss)	1.2		(2.7	)	(4.6	)	(7.6	)

Effective tax rate	147.4	%	38.0	%	45.3	%	38.0	%

Net sales Net sales increased 7% to $54.1 million in the second quarter of fiscal 2003, compared to $50.7 million in the second quarter of fiscal 2002. For the second quarter, the Company estimates that about 60% of total sales for the quarter was for unit-driven products and 40% for products associated with capital spending. Sequentially, second quarter sales were just slightly higher than sales of $53.7 million reported for the first quarter. Net sales for the first six months of fiscal 2003 were $107.9 million, up 12% from $96.6 million in the comparable year-ago period.

The semiconductor market generated about 75% of the Company’s overall sales for the quarter compared to about 76% a year earlier, with sales up about 5% over the prior year. The microenvironments, microelectronics, and test, assembly and packaging product areas recorded improved sales, while lower sales were recorded for wafer shipper and container products. Sequentially, net sales for semiconductor market products declined 3% from the previous quarter and affected almost all product areas with the exception of the microenvironments product area, which also benefited from sales related to the WRC product line acquired from Asyst Technologies, Inc. in February 2003.

The Company’s data storage market accounted for about 14% of net sales, about level with the second quarter a year ago. Sequentially, data storage product sales were 20% higher than in the first quarter.

Second quarter service business revenue, which accounted for about 7% of Entegris’ overall sales, fell for the quarter compared to the year-ago quarter and this year’s first quarter. This occurred largely due to decreased sales for equipment used to clean wafer and disk carrier and shipping products.

On a geographic basis, Entegris’ total sales in North America were 43%, in Asia Pacific 28%, in Europe 15% and in Japan 14%. Year-over-year second quarter sales comparisons saw sales gains in Japan and Asia Pacific offset partly by lower sales in Europe. North America sales were flat compared to a year earlier. Sequentially, second quarter Asia Pacific sales improved compared to the first quarter—primarily on the strength of data storage sales. From the first quarter to the second quarter, sales in North America and Japan were essentially unchanged, while sales declined in Europe.

Overall, semiconductor industry conditions still remain difficult and somewhat tenuous. Equipment companies seem to be at best in a holding pattern, particularly in light of some of the most recent announcements from the largest equipment supplier in the industry. There also continues to be considerable risk related to geopolitical conditions and how this will impact the world economy and the Company’s business. Accordingly, the Company’s projection for next quarter is subject to more than normal uncertainty.

The Company estimates that sales for its third quarter will increase by 10-15% from second quarter 2003 levels. Much of the increase is related to the Company’s two recent acquisitions. However, in the process of integrating the new WRC manufacturing line in the third quarter, the Company expects to experience some reduced shipping volume as it goes through the transition. Also, the Company notes that WRC product sales are driven by capital spending levels and therefore are more volatile than unit driven products.

Gross profit Gross profit in the second quarter of fiscal 2003 improved 33% to $22.6 million, compared to $16.9 million reported in the second quarter of fiscal 2002. For the first six months of fiscal 2003, gross profit was $44.4 million, up 38% from $32.1 million recorded in the first six months of fiscal 2002. As a percentage of net sales, gross margins for the second quarter and first six months of the fiscal year were 41.7% and 41.2%, respectively, compared to 33.4% and 33.3%, respectively, in the comparable periods a year ago.

Gross margin and gross profit gains were reported by both domestic and international operations. The improvements in fiscal 2003 figures were primarily the result of the increased sales levels noted above, which resulted in higher production levels, and the benefits of the Company’s cost reduction and manufacturing efficiency actions associated with facility consolidations initiated over the past 18 months, investments in automation and the creation of manufacturing centers focused on the production of products with similar requirements in order to maximize the utilization of the Company’s facilities.

As discussed above, management anticipates sales levels to improve by 10-15% in the third quarter. With the corresponding increase in factory utilization, the Company anticipates modest gross margin improvement for the quarter.

Selling, general and administrative expenses Selling, general and administrative (SG&A) expenses increased 13% to $19.8 million in the second quarter of fiscal 2003 from $17.6 in the second quarter of fiscal 2002. SG&A expenses for the second quarter were up 5% from the first quarter of fiscal 2003. On a year-to-year basis, SG&A expenses rose by 10% to $38.8 million compared to $35.2 million a year earlier. On a year-to-date basis, SG&A costs, as a percent of net sales, decreased to 35.9% from 36.5% a year ago. This decline reflects the higher SG&A costs being more than offset by the Company’s increase in net sales.

The year-to-year increase in SG&A expenses is primarily due to the higher sales commissions and bonus accruals. In addition, fiscal 2003’s second quarter includes amortization and other additional costs associated with the Company’s two recent acquisitions, and severance of the Company’s distribution relationship in Japan. Also, the first quarter of fiscal 2002 included the benefit of reversals of profit-sharing accruals made in earlier quarters when the Company generated net earnings, which were ultimately not paid.

Looking forward, the Company expects that SG&A expenses will increase about $1 million next quarter in connection with increased amortization expenses related to the second quarters’ acquisitions. Also, SG&A expenses will generally increase as sales and profitability improve, and higher sales commissions, profit sharing and charitable donation accruals are recorded.

Nonrecurring charges During the first quarter of fiscal 2003, the Company recorded a pre-tax charge of $1.8 million related to the relocation of its Upland, California operations and certain workforce reductions. The charge included $0.9 million in termination costs related to a workforce reduction of approximately 75 employees, $0.4 million for estimated losses for asset impairment and $0.5 million for future lease commitments on the Upland facility. As expected, the Company closed the Upland plant in the second quarter, with the majority of the facility’s equipment sold, disposed of, or moved to Chaska, Minnesota by the end of February 2003. As of March 1, 2003, future cash outlays of $0.9 million remained outstanding in connection with the aforementioned charge, and are primarily related to severance payments of $0.4 million, which run through May 2004, and lease commitments of $0.5 million, which run through July 2005.

In the first quarter of 2002, the Company’s results included a nonrecurring charge of $4.0 million in connection with the closures of the Company’s Chanhassen, Minnesota and one of its Chaska, Minnesota plants. The charge included $1.5 million in termination costs related to a workforce reduction of 230 employees and $2.3 million for estimated losses for asset impairment.

Engineering, research and development expenses (ER&D) ER&D expenses declined 5% to $4.2 million, or 7.8% of net sales, in the second quarter of fiscal 2003 as compared to $4.4 million, or 8.8% of net sales, for the same period in fiscal 2002. ER&D expenses decreased 2% to $8.3 million, or 7.7% of net sales, in the first six months of fiscal 2003 as compared to $8.5 million, or 8.8% of net sales, a year-ago period, mainly reflecting higher net sales. The Company’s ER&D activities continue to focus on the support of current product lines, and the development of new products and manufacturing technologies. The Company expects a slight increase in ER&D expenses for the remainder of fiscal 2003 due to the addition of employees hired in connection with the Company’s acquisition of Asyst Technologies, Inc.’s WRC product lines.

Interest income, net Net interest income was $20 thousand in the second quarter of fiscal 2003 compared to $0.4 million in the year-ago period. Net interest income was $0.3 million in the first half of fiscal 2003 compared to $0.8 million for the same period in fiscal 2002. The change reflects the significantly lower rates of interest currently available on the Company’s investments in short-term debt securities compared to the year-ago period.

Other expense (income), net Other expense was nominal in the second quarter of fiscal 2003 compared to other income of $1.5 million a year ago. Other expense was $4.8 million in the first half of fiscal 2003 compared to other income of $1.7 million in the first half of fiscal 2002.

Other expense in the first quarter of fiscal 2003 included an impairment loss of $4.5 million, or $3.3 million after tax, related to the write-down of the Company’s equity investment in Metron Technology N.V. common stock. The Company, a founding shareholder of Metron, owns about 1.6 million shares of Metron common stock. Prior to the impairment charge, the Company’s investment in Metron Technology N.V. common stock had a carrying value of $7.6 million. At November 30, 2002, the fair value of the investment was $3.1 million, based on a price of $2.00 per share, the closing price of Metron at the end of the first quarter. The decline in fair value was determined to be other-than-temporary. Accordingly, an impairment loss of $4.5 million was recorded and the investment in Metron common stock written down to a new carrying value of $3.1 million. At March 1, 2003, the Company’s investment in Metron Technology N.V. common stock had a fair value of $2.0 million. If the decline in fair value is determined to be other-than-temporary, an impairment loss will be recorded and the investment in Metron common stock written down to a new cost basis.

Other expense in the first quarter of fiscal 2003 also included $0.3 million of foreign currency losses. Other income in fiscal 2002 included $1.5 million of foreign currency gains, with about $0.7 million associated with the realization of translation gains from the Company’s liquidated Korean entity.

Income tax benefit expense The Company recorded an income tax benefit of $2.2 million for the second quarter of fiscal 2003 compared to an income tax benefit of $1.2 million in the second quarter a year ago. For the first half of fiscal 2003, the Company booked an income tax benefit of $4.0 million compared to an income tax benefit of $4.9 million in the first six months of fiscal 2002.

The effective year-to-date tax rate was 45.3% in fiscal 2003, compared to 38.0% for the first half of fiscal 2002. Excluding the tax effect from the impairment loss recorded on the Company’s investment in Metron stock, the effective tax rate was about 65%. The difference between 65% and the U.S. statutory tax rate of 35% is primarily due to lower taxes on foreign operations, a tax benefit associated with export activities, and a tax credit associated with R&D activities. Tax calculations at fairly low profitability levels are complex and sensitive to estimates of annual levels of profitability. Therefore, it is possible that there will be volatility in the Company’s effective tax rate during the remainder of the fiscal year.

Equity in net loss of affiliates The Company’s equity in the net loss of affiliates was $0.1 million in both the second quarter and first half of fiscal 2003 and represents the Company’s share of losses in entities accounted for under the equity method of accounting. No equity in the net earnings of affiliates was recorded in fiscal 2002 as the Company did not account for any entities under the equity method of accounting during that period.

Minority interest The Company recorded no minority interest for the three-month and six-month periods ended March 1, 2003 as all of its consolidated subsidiaries are presently 100%-owned. For the second quarter and first half of fiscal 2002, the minority interest in subsidiaries’ net loss was $0.7 million and $0.8 million, respectively, reflecting net operating losses of the Company’s formerly 51%-owned Japanese subsidiaries, which became 100%-owned in February 2002.

Net income(loss) The Company recorded net income of $0.6 million, or $0.01 per diluted share, in the second quarter of fiscal 2003, compared to a net loss of $1.4 million, or $0.02 per diluted share, in the year-ago period. For the first six months of fiscal 2003, Entegris recorded a net loss of $5.0 million, or $0.07 per diluted share, compared to a net loss of $7.3 million, or $0.10 per diluted share, in the comparable period a year earlier.

Liquidity and Capital Resources

Operating activities Cash flow provided by operating activities totaled $17.3 million in the first half of fiscal 2003, with $10.9 million generated in the second quarter. The Company’s net loss of $5.0 million for the first six months of 2003 was more than offset by noncash charges, including depreciation and amortization of $13.6 million and the impairment loss of $4.5 million on the Company’s investment in Metron Technology. In addition, the Company’s operating cash flows benefited from the collection of refundable income taxes. Other changes to working capital accounts were relatively minor for the Company. Working capital at March 1, 2003 stood at $142.8 million, including $102.6 million in cash, cash equivalents and short-term investments.

Investing activities. Cash flow used in investing activities totaled $32.0 million in the first half of fiscal 2003. Acquisition of property and equipment totaled $5.8 million, primarily for additions of manufacturing, computer and laboratory equipment. The Company expects capital expenditures will be in the range of $15 to $20 million during fiscal 2003, consisting mainly of spending on manufacturing equipment, tooling and information systems. The Company also invested $1.8 million in equipment expected to be contributed to a joint venture in exchange for an equity interest in the entity.

During the second quarter of fiscal 2003, the company made two cash acquisitions totaling $43.5 million. In January 2003, the Company purchased the assets of Electrol Specialties Company (ESC), a market leader in Clean-In-Place technology. In February 2003, the Company purchased the Wafer and Reticle Carrier product lines of Asyst Technologies, Inc. Each of the above transactions was accounted for by the purchase method. Accordingly, the Company’s consolidated financial statements include the net assets and results of operations from the dates of acquisition. The Company is in the process of reviewing and finalizing valuations of the tangible and intangible assets acquired in these acquisitions.

The Company had maturities, net of purchases, of short-term investments of $20.1 million during the quarter. Short-term investments stood at $24.6 million at March 1, 2003.

Financing activities Cash provided by financing activities totaled $17.8 million during the first half of fiscal 2003. The company made payments of $1.7 million on borrowings, while proceeds from short-term borrowings were $17.5 million. The Company received $1.9 million in proceeds in connection with common shares issued under the Company’s stock option and stock purchase plans.

As of March 1, 2003, the Company’s sources of available funds comprised $102.6 million in cash, cash equivalents, short-term investments plus various credit facilities. Entegris has unsecured revolving commitments with two commercial banks with aggregate borrowing capacity of $40 million, with $14.0 million in borrowings outstanding at March 1, 2003 and lines of credit with seven international banks that provide for borrowings of currencies for the Company’s overseas subsidiaries, equivalent to an aggregate of approximately $11 million. Borrowings outstanding on these lines of credit were approximately $8.5 million at March 1, 2003. In addition, the Company’s overseas subsidiaries had other short-term borrowings under informal arrangements totaling $4.5 million at March 1, 2003

At March 1, 2003, the Company’s shareholders’ equity stood at $320.7 million. Book value per share was $4.48, down from $4.53 per share at the end of fiscal 2002. The Company’s net loss for the six months ended March 1, 2003 accounted for the decrease, offset partly by proceeds from the issuance of common shares under the Company’s stock option and stock purchase plans.

The Company believes that its cash and cash equivalents, cash flow from operations and available credit facilities will be sufficient to meet its working capital and investment requirements for the next 12 months. However, future growth, including potential acquisitions, may require additional funding, and from time to time the Company may need to raise capital through additional equity or debt financing. There can be no assurance that any such financing would be available on commercially acceptable terms.

Recently Issued Accounting Pronouncements

Cautionary Statements This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may include forward-looking statements which reflect the Company’s current views with respect to future events and financial performance. The words “believe,” “expect,” “anticipate,” “intends,” “estimate,” “forecast,” “project,” “should” and similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All forecasts and projections in this document are “forward-looking statements,” and are based on management’s current expectations of the Company’s near-term results, based on current information available pertaining to the Company, including the risk factors identified in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2002. Among these risks and uncertainties are general economic conditions, the volatile and cyclical nature of the semiconductor industry, the risks associated with political and global market instability, including the impact of war, the ability of the Company to develop and protect its intellectual property, the risks associated with the acceptance of new products and services and the successful integration of acquisitions. Other factors could also cause the Company’s results to differ materially from those contained in its forward-looking statements.

Item 3: Quantitative and Qualitative Disclosures About Market Risk

Entegris’s principal market risks are sensitivities to interest rates and foreign currency exchange rates. The Company’s current exposure to interest rate fluctuations is not significant. Most of its outstanding debt at August 31, 2002 carried fixed rates of interest. The Company’s cash equivalents and short-term investments are debt instruments with maturities of 12 months or less. A 10% change in interest rates would potentially increase or decrease net income by approximately $1.0 million annually.

The Company uses derivative financial instruments to manage foreign currency exchange rate risk associated with the sale of products in currencies other than the U.S. dollar. At March 1, 2003, the company was party to forward contracts to deliver Japanese yen with notional value of approximately $3.2 million. The cash flows and earnings of foreign-based operations are also subject to fluctuations in foreign exchange rates. A hypothetical 10% change in the foreign currency exchange rates would potentially increase or decrease net income by approximately $1 million.

The Company’s investment in Metron common stock is accounted for as an available-for-sale security. The company is exposed to fluctuations in the price of Metron stock. At March 1, 2003, the Company’s investment in Metron Technology N.V. common stock had a carrying value of $3.1 million with a fair value of $2.0 million. A 25% adverse change in Metron’s per share price would result in an approximate $0.5 million decrease in the fair value of the Company’s investment as of March 1, 2003. If the decline in fair value is determined to be other-than-temporary, an impairment loss will be recorded and the investment in Metron common stock written down to a new cost basis.

Item 4: Controls and Procedures

The Company’s principal executive officer and principal financial officer have evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as such term is defined in Rule 13a-14(c) of the Securities Exchange Act of 1934, as amended, within 90 days of the filing date of this Quarterly Report on Form 10-Q. Based upon their evaluation, the principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures are effective. There were no significant changes in the Company’s internal controls or in other factors that could significantly affect these controls, since the date the controls were evaluated.

PART II

OTHER INFORMATION

ITEM 4. Submission of Matters to a Vote of Security Holders

The Entegris, Inc. Annual Meeting of Shareholders was held on January 23, 2003. There were 71,245,336 outstanding shares of common stock on the record date for the Annual Meeting. 66,858,858, or 93.84%, of the outstanding shares were represented in person or by proxy at the meeting. The three candidates for election as Class III directors listed in the proxy statement were elected to serve three-year terms, expiring at the 2006 Annual Meeting of Shareholders. The results of the vote of shareholders are shown below.

	Number of Shares
	In Favor	Withheld
Election of Class II Directors:
James A. Bernards	63,846,291	3,012,567
James E. Dauwalter	64,239,305	2,619,553
Stan Geyer	54,790,835	12,068,023

ITEM 6. Exhibits and Reports on Form 8-K

(a)

Exhibits:


2	.1 *	Asset Purchase Agreement of the Wafer and Reticle Carrier Business of Asyst Technologies, Inc. by Entegris, Inc. and Entegris Cayman Ltd. entered into as of February 11, 2003

10	.1 *	Patent Assignment and Cross-License and Trademark License Agreement entered into as of February 11, 2003 by and between Entegris, Inc., Entegris Cayman Ltd., and Asyst Technologies, Inc.

10	.2	Credit Agreement dated as of November 30, 1999 among Entegris, Inc. and Norwest Bank Minnesota, N.A. and Harris Trust and Savings Bank

10	.3	First Amendment to Credit Agreement dated October 2000, effective as of August 31, 2000, among Entegris, Inc. and Norwest Bank Minnesota, N.A. and Harris Trust and Savings Bank

10	.4	Second Amendment to Credit Agreement dated as of March 1, 2002, among Entegris, Inc. and Norwest Bank Minnesota, N.A. and Harris Trust and Savings Bank

10	.5	Consent and Amendment Agreement dated as of February 7, 2003 among Entegris, Inc. and Norwest Bank Minnesota, N.A. and Harris Trust and Savings Bank

10	.6	Fourth Amedment dated as of February 26, 2003 among Entegris, Inc. and Norwest Bank Minnesota, N.A. and Harris Trust and Savings Bank

99	.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99	.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99	.3	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

99	.4	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*		Confidential information has been omitted from these exhibits and filed separately with the SEC accompanied by a confidential treatment request pursuant to Rule 24b-2 under the Securities Exchange Act of 1934.

(b)

Reports on Form 8-K

A report on Form 8-K was filed on February 26, 2003 in connection with the February 11, 2003 purchase of the wafer and reticle carrier (“WRC”) product lines from Asyst Technologies, Inc. (Asyst). The purchase was accomplished pursuant to an Asset Purchase Agreement (“the Agreement”), dated as of February 11, 2003, among Entegris Cayman Ltd., a wholly-owned subsidiary of Entegris, and Entegris (collectively, “Entegris”) and Asyst. Under the terms of the agreement, Entegris paid Asyst $38.75 million for the tangible assets associated with the WRC product lines and the patents and trademarks listed in the Patent Assignment and Cross-License and Trademark License Agreement entered into in connection with the sale. Entegris has licensed other patents, trademarks and intellectual property related to the WRC business from Asyst, and will pay royalties to Asyst based on net revenues generated by Entegris through the sale of certain semiconductor wafer handling products for a period of five years.

CONFORMED COPY

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 thereunto duly authorized.

Asset Purchase Agreement

Exhibit 2.1

PATENT ASSIGNMENT AND CROSS-LICENSE AND

TRADEMARK LICENSE AGREEMENT

This Patent Assignment and Cross-License and Trademark License Agreement (“Agreement”) is entered into as of February 11, 2003 (“Effective Date”) by and between the Parties,

Entegris, Inc., a Minnesota corporation having corporate offices at 3500 Lyman Boulevard, Chaska, Minnesota 55318 (“Entegris”), and

Entegris Cayman Ltd., a Cayman Island corporation and wholly-owned subsidiary of Entegris, Inc. (“Entegris Cayman”), and

Asyst Technologies, Inc., a California corporation having a principal place of business at 48761 Kato Road, Fremont, California 94538 (“Asyst”).

WHEREAS, Asyst is the owner of patents relating to wafer and/or reticle containers, including SMIF Pods and Front Opening Unified Pods (“FOUPs”), load ports for interfacing with wafer and/or reticle containers (“Ports”), material handling systems for transporting, storing, delivering and loading SMIF Pods, FOUPs and individual wafers, and systems used to track, identify, manage, control and route lots, carriers, wafers and/or reticles during the manufacture of semiconductor devices (“Tracking Systems”).

WHEREAS, Entegris and Entegris Cayman are the owners of patents relating to wafer and/or reticle carriers and containers, Ports, and/or Tracking Systems.

WHEREAS, Entegris, Entegris Cayman, and Asyst are parties to that certain Asset Purchase Agreement, dated as of February 11, 2003 (the “Asset Purchase Agreement”) under which the Parties have agreed to transfer and to license certain patents relating to wafer and/or reticle containers, Ports, material handling systems and/or Tracking Systems.

In consideration of the above, Entegris, Entegris Cayman, and Asyst agree as follows:

ARTICLE 1

DEFINITIONS

1.1 “Pod and Carrier Patents” means United States and foreign patents issued on or before the [*] anniversary of the Effective Date having claims directed to sealable, transportable containers, wafer and/or reticle carriers and containers, or components of wafer and/or reticle carriers and containers, including, but not limited to, the patents identified in Exhibit I to this Agreement. By way of example, components of wafer and/or reticle carriers and containers may include, without limitation, purging components, valves, manifolds, filters, cartridges, sensors embedded in or residing in the interior of wafer and/or reticle carriers and containers, and vapor drains. Pod and Carrier Patents do not include Combined Pod and Port Patents, Environmental Control Patents, MHS Patents, or AutoID/Lot Tracking Patents as defined below.

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

PATENT ASSIGNMENT AND CROSS-LICENSE AND TRADEMARK LICENSE AGREEMENT

Page - 1 -

1.2 “Combined Pod and Port Patents” means United States and foreign patents issued on or before the [*] anniversary of the Effective Date having claims directed to (a) the combined structure of a wafer or reticle container and a Port or (b) the operation of a wafer or reticle container and a Port, including, but not limited to, the patents identified in Exhibit II to this Agreement.

1.3 “Port Patents” means United States and foreign patents issued on or before the [*] anniversary of the Effective Date having claims directed to the structure and/or operation of a Port.

1.4 “MHS Patents” means United States and foreign patents issued on or before the [*] anniversary of the Effective Date having claims directed to the structure and/or operation of a material handling system for transporting, storing, delivering and/or loading wafer and/or reticle containers or individual wafers in the manufacture of semiconductor devices, or components of such a system.

1.5 “Environmental Control Patents” means United States and foreign patents issued on or before the [*] anniversary of the Effective Date having claims directed to environmental control features of Ports for controlling the environment inside of wafer and/or reticle containers, including purging systems, including, but not limited to, the patents identified in Exhibit III to this Agreement; provided, however, that Environmental Control Patents do not include patents with claims principally directed to environmental control features within wafer and/or reticle containers.

1.6 “AutoID/Lot Tracking Patents” means United States and foreign patents issued on or before the [*] anniversary of the Effective Date having claims principally directed to systems or components of systems used to track, identify, manage, control and route lots, carriers, wafers and/or reticles during the manufacture of semiconductors or semiconductor wafers, including, but not limited to, the patents identified in Exhibit IV to this Agreement.

1.7 “Licensed Patents” means Pod and Carrier Patents, Port Patents, Combined Pod and Port Patents, MHS Patents, Environmental Control Patents, and AutoID/Lot Tracking Patents.

1.8 “Exclusive Rights Patents” means the Patents and Applications identified in Schedules 1b and 1c of Exhibit I to this Agreement and all foreign equivalents and counterparts, divisions, continuations, continuations-in-part, reexaminations, and reissues of such Patents and Applications.

1.9 “Acquired Products” means sealable transportable containers made primarily of plastic, wafer and/or reticle carriers and containers specifically adapted for use in the manufacture, storage, transport of semiconductor wafers and plastic flat panel carriers and containers specifically adapted for use in the manufacture, storage, and transport of flat panel displays.

PATENT ASSIGNMENT AND CROSS-LICENSE AND TRADEMARK LICENSE AGREEMENT

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1.10 “Reticle Pod” means containers for holding reticles comprising a base, a machine operable latch mechanism, a top cover, and a seal . Reticle Pod does not include containers used solely for shipment of reticles between facilities.

1.11 “Non-Plastic Flat Panel Display Products” means non-plastic carriers and containers specifically adapted for use in the manufacture, storage and transport of flat panel displays.

1.12 “Licensed Trademarks” means the marks ASYST^{^®}, Ù S Y S T ^{^®}, and Ù^®.

1.13 “Subsidiaries” means any corporation, company or other legal entity, in which more than fifty percent (50%) of the shares entitled to vote for the election of directors or persons performing similar functions are, now or hereafter, owned or controlled, directly or indirectly by a Party hereto, or jointly by the Parties hereto; provided, however, that any corporation, company or other legal entity shall be a Subsidiary only for as long as such ownership or control exists.

1.14 “Third Party” means any person or entity other than Asyst, Entegris, Entegris Cayman, Asyst’s Subsidiaries, and Entegris’ Subsidiaries.

Unless otherwise defined herein all capitalized terms shall have the same meaning and effect as set forth in the Asset Purchase Agreement.

ARTICLE 2

PATENT ASSIGNMENT AND LICENSE GRANTS

2.1 Asyst hereby sells, assigns, transfers and otherwise conveys to Entegris Cayman the entire right, title and interest in and to the specific Patents and Applications identified in Exhibit I and any foreign counterparts, and all other patents or applications that now or in the future claim priority to any Patent or Application identified in Exhibit I.

2.1.1 Asyst shall execute assignments in the form of Exhibit V to this Agreement and Asyst shall execute any and all other documents necessary and sufficient to permit Entegris Cayman to effect the transfer of all right, title and interest in the Patents of Exhibit I to Entegris Cayman and to record the assignment of the Patents or Applications identified in Exhibit I to Entegris Cayman in the United States Patent and Trademark Office and in the Patent Offices of other relevant jurisdictions.

2.1.2 Notwithstanding the provisions of Articles 2.1 and 2.1.1, Asyst shall sell, assign, transfer and otherwise convey only Asyst’s undivided fifty percent ownership of the right, title and interest in Application USSN 10/161,436 identified in Schedule 1c of Exhibit I.

2.2 Entegris and Entegris Cayman grant to Asyst and Asyst’s Subsidiaries a [*] (except as provided in Article 7.2) license, including the right to grant sublicenses, under all Exclusive Rights Patents owned or licensable by Entegris Cayman or Entegris to make, have

PATENT ASSIGNMENT AND CROSS-LICENSE AND TRADEMARK LICENSE AGREEMENT

Page - 3 -

made, use, sell, offer to sell, import, export, and otherwise dispose of, [*], all products except Acquired Products.

2.2.1 Asyst, [*] for all products except Acquired Products, shall have the power to institute and prosecute, at Asyst’s own expense, suits for infringement of the Exclusive Rights Patents by any products except Acquired Products, and, if required by law, Entegris Cayman and/or Entegris will join as party plaintiff in such suits.

2.2.2 All expenses in such suits, including Entegris Cayman’s and Entegris’ attorneys’ fees, will be paid entirely by Asyst.

2.2.3 Asyst shall have the [*] right to collect all damages, profits and awards of any nature resulting from such suits.

2.2.4 Asyst is empowered to settle any claim or suit for infringement of the Exclusive Rights Patents by any products except Acquired Products by granting the infringing party a sublicense.

2.2.5 Asyst, Entegris Cayman and Entegris shall reasonably assist and cooperate with one another with regard to litigation procedures such as producing documents, making inventors available for deposition, and providing information at the other’s reasonable request.

2.3 Asyst grants to Entegris Cayman a [*] (except as provided in Article 7.2) license, including the right to grant sublicenses, under all Combined Pod and Port Patents owned or licensable by Asyst to make, have made, use, sell, offer to sell, import, export, and otherwise dispose of, [*], Acquired Products.

2.3.1 Entegris Cayman, [*] for Acquired Products, shall have the power to institute and prosecute, at Entegris Cayman’s own expense, suits for infringement of the Combined Pod and Port Patents by Acquired Products, and, if required by law, Asyst will join as party plaintiff in such suits.

2.3.2 All expenses in such suits, including Asyst’s attorneys’ fees, will be paid entirely by Entegris Cayman.

2.3.3 Entegris Cayman shall have the [*] right to collect all damages, profits and awards of any nature resulting from such suits.

2.3.4 Entegris Cayman is empowered to settle any claim or suit for infringement of the Combined Pod and Port Patents by Acquired Products by granting the infringing party a sublicense.

2.3.5 Asyst, Entegris Cayman, and Entegris shall reasonably assist and cooperate with one another with regard to litigation procedures such as producing documents, making inventors available for deposition, and providing information at the other’s reasonable request.

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2.4 Entegris Cayman and Entegris grant to Asyst and Asyst’s Subsidiaries a [*] (except as provided in Article 7.2) license under Pod and Carrier Patents owned or licensable by Entegris Cayman or Entegris to (a) conduct development, research, testing, or demonstration of Acquired Products, provided that Asyst does not transfer Acquired Products to third parties for purposes other than development, research, testing, or demonstration, and (b) to make, have made, use, sell, offer to sell, import, export, and otherwise dispose of, [*], Non-Plastic Flat Panel Display Products.

2.5 Entegris Cayman and Entegris grant to Asyst and Asyst’s Subsidiaries a [*] (except as provided in Article 7.2) license under all Port Patents, MHS Patents, Environmental Control Patents, and AutoID/Lot Tracking Patents owned or licensable by Entegris Cayman or Entegris to make, have made, use, sell, offer to sell, import, export, and otherwise dispose of, [*], all products except Acquired Products.

2.6 Asyst grants to Entegris Cayman a [*] (except as provided in Article 7.2) license under Pod and Carrier Patents, MHS Patents, Environmental Control Patents, and AutoID/Lot Tracking Patents owned or licensable by Asyst to make, have made, use, sell, offer to sell, import, export, and otherwise dispose of, [*], Acquired Products.

2.7 The licenses granted in this Article 2 shall extend for the life of the Licensed Patents and the Exclusive Rights Patents.

2.8 The rights and licenses granted under Articles 2.4, 2.5, and 2.6 of this Agreement exclude the right to grant sublicenses.

2.9 No right or license is granted by Asyst to Entegris Cayman or Entegris or by Entegris Cayman or Entegris to Asyst under this Agreement, by implication or by estoppel, or otherwise to any patents, inventions, patent application, know-how, technology, trademark, copyright, trade secret, or other property right, other than the rights and licenses expressly granted in Article 2 of this Agreement.

ARTICLE 3

WARRANTIES

3.1 Asyst represents and warrants that Asyst has the full right, power, and authority to enter into and perform its obligations under this Agreement and grant to Entegris Cayman and Entegris the licenses and other rights as set forth herein, and there are no outstanding agreements, grants, licenses, encumbrances, liens, or agreements, either written or implied, inconsistent therewith or pursuant to which this Agreement or the parties’ performance hereunder would violate, breach, or cause a default.

3.2 The execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate actions on the part of Asyst.

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3.3 Entegris Cayman represents and warrants that Entegris Cayman has the full right, power, and authority to enter into and perform Entegris Cayman’s obligations under this Agreement, and there are no outstanding agreements, grants, licenses, encumbrances, liens, or agreements, either written or implied, inconsistent therewith or pursuant to which this Agreement or the parties’ performance hereunder would violate, breach, or cause a default.

3.4 The execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate actions on the part of Entegris Cayman.

3.5 Entegris represents and warrants that Entegris has the full right, power, and authority to enter into and perform Entegris’s obligations under this Agreement, and there are no outstanding agreements, grants, licenses, encumbrances, liens, or agreements, either written or implied, inconsistent therewith or pursuant to which this Agreement or the parties’ performance hereunder would violate, breach, or cause a default.

3.6 The execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate actions on the part of Entegris.

3.7 DISCLAIMER OF WARRANTIES. Except as expressly set forth herein, EACH PARTY EXPRESSLY DISCLAIMS, TO THE EXTENT ALLOWED BY APPLICABLE LAW, ANY AND ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF INFORMED OF SUCH PURPOSE), NONINFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICES, IN ALL CASES WITH RESPECT THERETO.

3.8 Nothing in this Agreement shall be construed as:

3.8.1 a representation or warranty by Asyst or Entegris Cayman or Entegris of the validity, enforceability or scope of any of the Licensed Patents; or

3.8.2 a requirement that Asyst or Entegris Cayman or Entegris shall file any patent application or secure any patent, except that Asyst will maintain all applications being transferred to Entegris Cayman until said files are physically transferred; or

3.8.3 a representation or warranty that any product made, used, sold, or otherwise disposed of by Asyst or Entegris Cayman or Entegris is free from infringement of patents of Third Parties.

3.9 Asyst agrees that if Asyst intends not to maintain any Licensed Patents owned by Asyst, Asyst will provide Entegris Cayman reasonable notice of at least 45 days of said intention not to pay said maintenance fees or annuities and Asyst will [*].

3.10 Asyst will not in the future disparage the patents of Exhibit I.

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3.11 Entegris Cayman agrees that if Entegris Cayman intends not to maintain any Combined Pod and Port Patents, Port Patents, Environmental Control Patents, or Auto ID/Lot Tracking Patents owned by Entegris Cayman, Entegris Cayman will provide Asyst reasonable notice of at least 45 days of said intention not to pay said maintenance fees or annuities and Entegris Cayman [*].

3.12 Entegris agrees that if Entegris intends not to maintain any Combined Pod and Port Patents, Port Patents, Environmental Control Patents, or Auto ID/Lot Tracking Patents owned by Entegris, Entegris will provide Asyst reasonable notice of at least 45 days of said intention not to pay said maintenance fees or annuities and Entegris will [*] .

3.13 Asyst warrants that Asyst has disclosed to Entegris all other licenses and all pending litigation involving Pod and Carrier Patents, Combined Pod and Port Patents, Environmental Control Patents, and Auto ID/Lot Tracking Patents owned by Asyst.

3.14 Entegris warrants that Entegris has disclosed to Asyst all other licenses and all pending litigation involving Pod and Carrier Patents, Combined Pod and Port Patents, Environmental Control Patents, and Auto ID/Lot Tracking Patents owned by Entegris.

ARTICLE 4

ROYALTIES

4.1 See Exhibit VI.

4.2 Entegris hereby guarantees the payment of the royalties due by Entegris Cayman under this agreement.

ARTICLE 5

TRADEMARK LICENSE AGREEMENT

5.1 Asyst grants Entegris Cayman a [*] (except as provided in Article 7.2) license under the Licensed Trademarks to use the Licensed Trademarks in conjunction with marketing and selling Acquired Products.

5.1.1 Use of the Licensed Trademarks by Entegris Cayman shall inure to the benefit of Asyst.

5.1.2 Entegris Cayman shall use the Licensed Trademarks in a form which is in accordance with sound trademark practice so as not to weaken the value of the Licensed Trademarks.

5.1.3 Entegris Cayman shall not engage in any act or omission which may diminish or impair the goodwill or reputation associated with the Licensed Trademarks.

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5.2 Trademark Quality Control.

5.2.1 In order to promote the goodwill symbolized by each of the Licensed Trademarks, Entegris Cayman will insure that the goods with which the Licensed Trademarks are associated are continuously of the same high quality as the goods marketed under the Licensed Trademarks by Asyst.

5.2.2 All uses of the Licensed Trademarks on Acquired Products and packaging for Acquired Products shall be approved by Asyst prior to use; provided, however, that such approval shall not be unreasonably withheld.

5.2.3 Upon reasonable notice from Asyst that the standards specified in Article 5.1 are not satisfied or discovery by Entegris Cayman or Entegris that the standards specified in Article 5.1 are not satisfied, Asyst shall have the right to inspect the Acquired Products manufactured by Entegris Cayman or Entegris, and the methods of manufacture of the Acquired Products on the premises of Entegris Cayman or Entegris, on the premises of third-party manufacturers, and elsewhere, as part of appropriate quality control.

5.2.4 Entegris Cayman shall, when requested by Asyst, make available to Asyst, at a time and place mutually agreed upon by Entegris Cayman and Asyst, a sample of each Acquired Product marketed by Entegris Cayman in association with the Licensed Trademarks at the time of such a request for the purpose of inspecting the Acquired Products.

5.2.5 Upon notice from Asyst or discovery by Entegris Cayman that the standards specified in Article 5.1 are not satisfied, Entegris Cayman shall, at Entegris Caymans’ expense, promptly take any corrective action or destroy any Acquired Product or the packaging for any Acquired Product that does not satisfy the standards of Article 5.1.

5.2.6 In order to promote the goodwill symbolized by each of the Licensed Trademarks, Entegris will insure that the goods with which the Licensed Trademarks are associated are continuously of the same high quality as the goods marketed under the Licensed Trademarks by Asyst.

5.2.7 Entegris shall, when requested by Asyst, make available to Asyst, at a time and place mutually agreed upon by Entegris and Asyst, a sample of each Acquired Product marketed by Entegris in association with the Licensed Trademarks at the time of such a request for the purpose of inspecting the Acquired Products.

5.2.8 Upon notice from Asyst or discovery by Entegris that the standards specified in Article 5.1 are not satisfied, Entegris shall, at Entegris’ expense, promptly take any corrective action or destroy any Acquired Product or the packaging for any Acquired Product that does not satisfy the standards of Article 5.1.

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ARTICLE 6

ENTIRE AGREEMENT

6.1 This Agreement along with the Exhibits to this Agreement and the Asset Purchase Agreement constitute the entire agreement and understanding of Asyst, Entegris Cayman, and Entegris and supersedes all prior understandings and representations (oral or written) between the parties with respect to the subject matter hereof. Neither this Agreement nor any subsequent agreement amending, supplementing, or terminating this Agreement shall be binding on the parties unless and until it has been signed by duly authorized representatives of the Parties.

ARTICLE 7

MISCELLANEOUS

7.1 Dispute Resolution. The dispute resolution procedures of the Asset Purchase Agreement are applicable to all disputes arising under this Assignment.

7.2 Transferability.

7.2.1 Entegris shall not transfer this Agreement or the licenses and rights granted to Entegris under this Agreement to any third party, by agreement, assignment, merger, asset sale, consolidation, operation of law, or otherwise, without the prior written consent of Asyst; provided, however, that Entegris may transfer this Agreement to a successor in ownership of all or substantially all of the assets of Entegris, if the successor expressly assumes in writing Entegris’ obligations under this Agreement.

7.2.2 Entegris Cayman shall not transfer (a) any of the patents and applications assigned from Asyst to Entegris Cayman, or (b) this Agreement, or (c) any licenses or rights granted to Entegris Cayman under this Agreement to any Third Party, by agreement, assignment, merger, asset sale, consolidation, operation of law, or otherwise, without the prior written consent of Asyst; provided, however, that Entegris Cayman may transfer (a) the patents and applications assigned from Asyst to Entegris Cayman, or (b) this Agreement, or (c) any licenses or rights granted to Entegris Cayman under this Agreement to Entegris or a Subsidiary of Entegris, if Entegris or the Subsidiary expressly assumes in writing Entegris Cayman’s obligations under this Agreement.

7.2.3 Entegris shall not permit any Entegris Subsidiary to transfer (a) any of the patents and applications assigned from Asyst to Entegris Cayman, or (b) this Agreement, or (c) any licenses or rights granted to Entegris Cayman under this Agreement to any Third Party, by agreement, assignment, merger, asset sale, consolidation, operation of law, or otherwise, without the prior written consent of Asyst; provided, however, that Entegris Subsidiaries may transfer (a) the patents and applications assigned from Asyst to Entegris Cayman, or (b) this Agreement, or (c) any licenses or rights granted to under this Agreement to Entegris or a Subsidiary of Entegris, if Entegris or the Subsidiary expressly assumes in writing the obligations under this Agreement.

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7.2.4 Asyst shall not transfer this Agreement or the licenses and rights granted to Asyst under this Agreement to any third party, by agreement, assignment, merger, asset sale, consolidation, operation of law, or otherwise, without the prior written consent of Entegris; provided, however, that Asyst may transfer this Agreement to a successor in ownership of all or substantially all of the assets of Asyst, if the successor expressly assumes in writing Asyst’s obligations under this Agreement.

7.3 Guarantee. Entegris guarantees the performance and obligations of Entegris Cayman under this agreement.

7.4 Confidentiality. The terms of this Agreement are deemed confidential and shall not be disclosed to third parties or publicly unless authorized in writing by all parties; except upon written agreement of the parties or by operation of law or as required by SEC regulations. Any information disclosed to one of the parties during the transfer and licensing of the patents identified herein may be designated in writing by any party to be confidential and where there is such designation said information will not be publicly disclosed or disclosed to third parties except upon written agreement of the parties or by operation of law or as required by SEC regulations.

7.5 No Strict Construction. The normal rule of construction to the effect that any ambiguities are to be resolved against the drafting Party shall not be employed in the interpretation of this Agreement. Unless the context clearly requires a different interpretation, words denoting the singular will include the plural and vice versa; words denoting any gender will include all genders; words denoting persons will include corporations, partnerships, joint ventures, proprietorships and other business entities.

7.6 Choice of Law. This Agreement shall be construed under, and interpreted in accordance with, the laws of the State of Minnesota.

[remainder of page intentionally left blank]

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7.7 Execution. This Agreement may be executed in counterparts by the Parties, each of which shall be deemed an original, and which together shall constitute one and the same instrument, having the same force and effect as if a single original had been executed by all the Parties.

IN WITNESS THEREOF, each of the Parties has caused this Agreement to be executed by its duly authorized representative.

Dated: February 11, 2003	Asyst Technologies, Inc
	By:	/s/ Geoffrey Ribar
	Name:	Geoffrey Ribar
	Title:	Senior Vice President and Chief Financial Officer

Dated: February 11, 2003	Entegris Cayman Ltd.
	By:	/s/ John D. Villas
	Name:	John D. Villas
	Title:	Director

Dated: February 11, 2003	Entegris, Inc.
	By:	/s/ Michael Wright
	Name:	Michael Wright
	Title:	Chief Operating Officer

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Exhibit I

Schedule 1a

Patent Numbers	Title	Issue Date/Filing Date
4,739,882	Container Having Disposable Liner	April 26, 1988
4,815,912	Box Door Actuated Retainer • Corresponding Patents in EP, DE, JP	March 28, 1989
4,995,430	Sealable Transportable Container Latch Mechanism • Corresponding Patents in EP, DE, JP, SG, TW	February 26, 1991
5,469,963	Sealable Transportable Container Improved Liner • Corresponding Patent in TW	November 28, 1995
5,611,452	Sealable Transportable Container Improved Liner	March 18, 1997
6,042,651	Molecular Contamination Control System	March 28, 2000
6,216,873	SMIF Container Including a Reticle Support Structure • Foreign application pending in TW	April 17, 2001
6,221,163	Molecular Contamination Control System	April 24, 2001
6,223,396	Pivoting Side Handles	May 1, 2001
6,319,297	Modular SMIF Pod Breather, Adsorbent, and Purge Cartridges	November 20, 2001
6,368,411	Molecular Contamination Control System	April 9, 2002
6,398,032	SMIF Pod Including Independently Support Wafer Cassette • Foreign applications pending in EP, HK, JP, KR	June 4, 2002
6,513,654	SMIF Container Including an Electrostatic Dissipative Reticle Support Structure • Corresponding PCT Application pending	February 4, 2003
[*]

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Exhibit I, continued

Schedule 1b

Patent Numbers	Title	Issue Date
5,740,845	Sealable Transportable Container Having Breather Assembly	April 2, 1998
5,785,186	Substrate Housing and Docketing System • Corresponding Patents in EP, CN, AU, JP	July 28, 1998
5,810,062	Two Stage Valve for Charging and/or Vacuum Relief of Pods	September 22, 1998
5,823,361	Substrate Support Apparatus for a Substrate Housing	October 20, 1998
5,853,214	Aligner for a Substrate Carrier • Corresponding Patents in JP, DE, CN, AU	December 29, 1998
5,984,116	Substrate Support Apparatus for a Substrate Housing • Corresponding Patents in AU, CN, JP, DE	November 16, 1999
6,187,182	Filter Cartridge Assembly for a Gas Purging System (Joint Ownership with Entegris) • Corresponding Patent in TW • Foreign applications pending in CA, CN, EP, JP, KR	February 13, 2001

Schedule 1c

USSN 09/902,195	SMIF Container with Latch Lock Mechanism • Corresponding PCT Application pending	July 10, 2001
[*]

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Exhibit II

Patent Numbers	Title	Issue Date
4,674,939	Sealed Standard Interface Apparatus • Corresponding patents in EP, DE, JP, KR	June 23, 1987
5,169,272	Method and Apparatus for Transferring Articles Between Two Controlled Environments • Corresponding patents in EP, JP	December 8, 1992
5,370,491	Method and Apparatus for Transferring Articles Between Two Controlled Environments	December 6, 1994
5,547,328	Method and Apparatus for Transferring Articles Between Two Controlled Environments	August 20, 1996
5,834,915	Substrate Housing and Docking System	November 10, 1998
5,895,191	Sealable, Transportable Container Adapted for Horizontal Loading and Unloading	April 20, 1999

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Exhibit III

Patent Numbers	Title	Issue Date
4,724,874	Sealable Transportable Container Having a Particle Filtering System • Corresponding Patents in EP, DE, JP, SG	February 16, 1988
5,848,933	Docking and Environmental Purging System for Integrated Circuit Wafer Transport Assemblies	December 15, 1998
5,879,458	Molecular Contamination Control System • Corresponding Patent in SG • Foreign applications pending in EP, JP, KR	March 9, 1999
5,988,233	Evacuation-Driven SMIF Pod Purge System • Corresponding patents in EP, HK, JP, KR	November 23, 1999
6,056,026	Passively Activated Valve for Carrier Purging • Corresponding Patent in TW • Foreign applications pending in CN, EP, JP, KR	May 2, 2002
6,120,371	Docking and Environmental Purging System for Integrated Circuit Wafer Transport Assemblies	September 19, 2000
6,164,664	Kinematic Coupling Compatible Passive Interface Seal	December 26, 2000
6,368,411	Molecular Contamination Control System	April 9, 2002

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Exhibit IV

Patent Numbers	Title	Issue Date
4,827,110	Method and Apparatus for Monitoring the Location of Wafer Disks	May 2, 1989
4,833,306	Bar Code Remote Recognition System for Process Carriers of Wafer Disks • Corresponding Patents in CA, EP, DE, KR, TW	May 23, 1989
4,888,473	Wafer Disk Location Monitoring System and Tagged Process Carriers for Use Therewith	December 19, 1989
4,974,166	Processing Systems with Intelligent Article Tracking • Corresponding Patents in EP, DE, JP, KR, TW	November 27, 1990
5,097,421*	Intelligent Wafer Carrier • Corresponding Patents in EP, DE, JP, SG	March 17, 1992
5,166,884	Intelligent System for Processing and Storing Articles • Corresponding Patents in JP	November 24, 1992
5,339,074	Very Low Frequency Tracing System • Corresponding Patents in FR, DE, IT, JP, KR	August 16, 1994
5,831,738	Apparatus and Methods for Viewing Identification Marks on Semiconductor Wafers • Corresponding Patents in KR • Foreign application pending in JP	November 3, 1998
6,473,668	Intelligent Minienvironment	October 29, 2002

* Currently in litigation with Jenoptik

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Exhibit V

ASSIGNMENT

WHEREAS, Asyst Technologies, Inc., has rights and interest to a certain patents and patent applications described as follows:

WHEREAS, ENTEGRIS CAYMAN LTD. is desirous of acquiring any and all such interest in and to said patents and applications.

NOW, THEREFORE, Be It Known, that for good and valuable consideration, the receipt of which is hereby acknowledged by the undersigned, the entire rights, title and interest of said above identified patents and applications, the inventions disclosed and claimed therein, and any renewals, continuations, divisionals, continuation-in-parts, reissues, extensions, substitutions, foreign or domestic counterparts thereof, including any and all rights to apply for and obtain patents therefore in all foreign countries, is hereby sold, assigned and transferred to ENTEGRIS CAYMAN LTD.

The undersigned agrees to sign such papers, testify orally and do other things at the expense of ENTEGRIS CAYMAN LTD. or its successors or assigns, as may be reasonably necessary for the purpose of obtaining and enforcing the patents.

Signed at this 11^th day of February, 2003.

ASYST TECHNOLOGIES, INC.

By:		/s/ GEOFFREY RIBAR
Printed Name: Its:		Geoffrey Ribar Chief Financial Officer

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Exhibit VI

ROYALTIES

Asyst shall be entitled to receive certain royalties on the Net Revenues (as defined below) as set forth below:

VI.2(a)

The sum equal to [*]% of all Net Revenues generated in the semiconductor industry by Entegris, Entegris Cayman or Entegris’ Subsidiaries during each year with respect to (i) [*] (iii) spare and replacement parts in respect of the products described in (i) and (ii) of this subsection VI.2(a), for a period of [*] after the Closing Date stated in the Asset Purchase Agreement; and

VI.2(b)

a portion of all Net Revenues generated in the semiconductor industry by Entegris or Entegris’ Subsidiaries during each year with respect to (i) 300mm FOUPs or wafer carriers or containers having substantially the same structure as a 300mm FOUP and used in production of semiconductors or wafers, (ii) the 300mm FOUPS purchased by Entegris from Asyst in the semiconductor industry; and (iii) spare and replacement parts in respect of the products described in (i) and (ii) of this subsection VI.2(b) for a period of [*] after the Closing Date as set forth below:

(i)

The sum equal to [*]% of such Net Revenues up to $[*] million per annum;

(ii)

[*]% of such Net Revenues between $[*] million and $[*] million per annum; and

(iii)

[*]% of such Net Revenues over $[*] million per annum.

For purposes hereof, the 300mm FOUPS and wafer carriers or containers having substantially the same structure as a 300mm FOUP and used in production of semiconductors or wafers for which Asyst is entitled to the above royalties shall not include any of Entegris’ current products or containers which are used to ship wafers between facilities. [*].

Notwithstanding the above, [*].

VI.2(c)

The term “Net Revenues” shall mean the total sales price of the particular product(s) for which customers are billed or otherwise charged (including the lease or consignment of product) for by Entegris in the usual course of business during each fiscal year of Entegris, excluding: (i) revenues received from services related to the particular product(s) (including without limitation cleaning services); (ii) sales taxes, excise taxes and other taxes levied in respect of such sales; (iii) return sales; (iv) transportation and insurance costs incurred by Entegris with respect to such product(s). Royalties on products

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discounted below [*]% of the average selling price of a product on a quarterly basis will be based upon [*]% of the average selling price of that product on a quarterly basis. Any out-of-payment-period credit adjustments for return sales or other bona fide price adjustments which exceed royalties payable for any period will be accrued and offset against royalties which accrue to Asyst in subsequent payment periods. With respect to product(s) leased or consigned by Entegris, or if the pricing of a royalty-bearing product hereunder is otherwise commingled with the pricing of other products and services of Entegris or a wholly-owned subsidiary of Entegris, then the price of the royalty-bearing products for the purposes of calculating royalties shall be equal to the average net sales price of all equivalent products sold by the Entegris for the fiscal quarter in question, without giving effect in the calculation of such average to any products given away or commingled with other goods and services; provided, however, that the bundling of multiple royalty-bearing products together without the commingling of non-royalty-bearing products or services is treated as a single aggregate sale and royalty is calculated based upon the aggregate sale price for such products (i.e. not the average net sales price of equivalent products).

VI.2(d)

Entegris shall keep records, with respect to the sale of all the products subject to royalties under this Section V.2 and the selling prices thereof. Asyst shall at its own expense have a right, through an independent certified public accountant selected by Asyst, to examine and audit, not more than once each fiscal year, and during normal business hours and upon prior reasonable notice, all such records and accounts as may, under recognized accounting practices, contain information bearing upon the amount of royalty payment due to Asyst from Entegris under this Agreement.

If Asyst’s calculation of royalties differs from Entegris’ calculation, Asyst may, at its option, deliver a notice to Entegris disputing Entegris’ calculation (a “Challenge Notice”) at any time, but in no event more than ninety (90) days after the close of a calendar year with respect to royalties accrued during that calendar year. If a Challenge Notice is delivered to Entegris pursuant to the preceding sentence, Asyst and Entegris shall, during the thirty (30) days following such delivery, use all commercially reasonable efforts to reach agreement. If during such period Asyst and Entegris are unable to agree regarding the disputed calculation, Asyst and Entegris shall promptly thereafter select an Accounting Referee (as hereinafter defined) and cause such Accounting Referee to promptly review this Agreement, any related agreements, all such records and accounts as may, under recognized accounting practices, contain information bearing upon the amount of royalty payment due to Asyst from Entegris under this Agreement and the respective parties’ disputed calculations. The Accounting Referee shall deliver to Asyst and Entegris as promptly as practicable a report setting forth the Accounting Referee’s calculation. Such report shall be final and binding upon Asyst and Entegris. The cost of such report shall be borne by (i) Asyst if the Accounting

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Referee’s calculation changes royalties by less than [*] percent ([*])of the royalties stated in the disputed Royalty Statement(s); or (ii) the Entegris if the Accounting Referee’s calculation changes royalties by greater than [*] percent ([*]%)of the royalties stated in the disputed Royalty Statement(s). The “Accounting Referee” shall mean a reputable firm of independent auditors of national standing other than the auditors of the Entegris, at or prior to the Closing Date. In any event, adjustment shall be made to compensate for any errors or omission disclosed by Accounting Referee’s report.

VI.2(e)

The thresholds for determining the amount of royalties to be paid hereunder shall be based on a calendar year. Royalties hereunder shall be remitted to Asyst quarterly for royalties accrued during each preceding quarter, based on Net Revenues to date for the current calendar year. The Net Revenue thresholds in Section VI.2(b) shall be prorated for partial years at the beginning and end of the royalty term.

VI.2(f)

Within forty-five (45) days after the end of each fiscal quarter of Entegris, commencing upon the close of the first fiscal quarter after the Closing Date and continuing thereafter until all of the royalties payable hereunder shall have been reported and paid, Entegris shall furnish Asyst a statement signed by a duly authorized officer of Entegris showing all products subject to royalties which were sold during such quarter and the prices at which they were sold, and the amount of the royalty payable thereon (the “Royalty Statement”). If no products subject to royalty have been sold, that fact shall be set forth in such a statement. The royalties stated to be payable to Asyst in the Royalty Statement shall be paid within forty-five (45) days after the end of that quarter in which they accrue.

VI.2(g)

A bonus royalty of [*] percent ([*]%) on revenues generated by Entegris and Entegris’ Subsidiaries in excess of [*] from Entegris’ current and future SMIF Pods and all royalty bearing products for combined calendar years 2003, 2004 and 2005. The maximum payment under this section shall not exceed [*]. For purposes hereof, Asyst shall be entitled to credit for Asyst and Entegris’ respective sales for 2003 prior to the Effective Date for the products identified in Sections VI.2(a) and VI.2(b).

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Patent Assignment and Cross-License and Trademark License Agreement

Exhibit 10.1

ASSET PURCHASE AGREEMENT

of the Wafer and Reticle Carrier Business

ASYST TECHNOLOGIES, INC.

ENTEGRIS, INC.

and

ENTEGRIS CAYMAN LTD.

February 11, 2003

TABLE OF CONTENTS

			Page No.
ARTICLE 1 PURCHASE AND SALE OF ASSETS			1
1.1	Definition of “Business”		1
1.2	Assets to be Transferred		1
	1.2(a)	Leased Real Property	2
	1.2(b)	Machinery and Equipment	2
	1.2(c)	Inventory	2
	1.2(d)	Trade Rights	2
	1.2(e)	Contracts	2
	1.2(f)	Computer Software	3
	1.2(g)	Literature	3
	1.2(h)	Records and Files	3
	1.2(i)	Licenses; Permits	3
	1.2(j)	Employee Note	3
1.3	Excluded Assets		3
	1.3(a)	Cash and Cash Equivalents	3
	1.3(b)	Accounts Receivable	4
	1.3(c)	Tax Credits	4
	1.3(d)	Tax Records	4
	1.3(e)	Obligations of Affiliates	4
	1.3(f)	Company Trade Rights	4
	1.3(g)	Excluded Products	4
	1.3(h)	MOLL Assets	4
	1.3(i)	Pre-existing Claims	4
	1.3(j)	Demo Units.	4
	1.3(k)	Inspection Machine	5
	1.3(l)	The Company’s SMIF-Enclosure Products	5
	1.3(m)	Any Prepaid Insurance of the Company	5
ARTICLE 2 WARRANTY/SERVICE OBLIGATIONS			5
ARTICLE 3 ASSUMPTION OF LIABILITIES
3.1	Liabilities to be Assumed		6
	3.1(a)	Contractual Liabilities	6
	3.1(b)	Liabilities Under Permits and Licenses	6
	3.1(c)	Taxes Arising from Transaction	6
3.2	Liabilities Not to be Assumed		7
	3.2(a)	Accounts Payable	7
	3.2(b)	Income and Franchise Taxes	7
	3.2(c)	[ * ]	7
	3.2(d)	Liabilities to Affiliates	7
ARTICLE 4 PURCHASE PRICE			7
4.1	Cash		7

TABLE OF CONTENTS (cont’d)

				Page No.
	4.2	Royalties		7
	4.3	Other Payments and Adjustments		8
	4.4	Allocation of Purchase Price		8
ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF COMPANY				8
	5.1	Corporate		8
		5.1(a)	Organization	8
		5.1(b)	Corporate Power	8
		5.1(c)	Qualification	8
		5.1(d)	No Subsidiaries	9
		5.1(e)	Authority	9
		5.1(f)	No Violation	9
	5.2	Business Financial Report		10
	5.3	Tax Matters		10
	5.4	Inventory		10
	5.5	Absence of Certain Changes		10
		5.5(a)	Any Adverse Change	10
		5.5(b)	Any Damage	11
		5.5(c)	Any Increase in Compensation	11
		5.5(d)	Any Labor Disputes	11
		5.5(e)	Any Commitments	11
		5.5(f)	Any Disposition of Property	11
		5.5(g)	Any Indebtedness	11
		5.5(h)	Any Liens	11
		5.5(i)	Any Amendment of Contracts	11
		5.5(j)	Any Loans and Advances	11
		5.5(k)	Any Credit	12
		5.5(l)	Any Unusual Events	12
	5.6	Absence of Undisclosed Liabilities		12
	5.7	No Litigation		12
	5.8	Compliance with Laws		12
		5.8(a)	Compliance	12
		5.8(b)	Licenses and Permits	13
		5.8(c)	Environmental Matters	13
	5.9	Title to and Condition of Properties		14
		5.9(a)	Marketable Title	14
		5.9(b)	Condition	15
		5.9(c)	Real Property	15
		5.9(d)	No Condemnation or Expropriation	16
	5.10	Insurance		16
	5.11	Contracts and Commitments		17
		5.11(a)	Real Property Leases	17
		5.11(b)	Personal Property Leases	17
		5.11(c)	Purchase Commitments	17

TABLE OF CONTENTS (cont’d)

			Page No.
	5.11(d)	Sales Commitments	17
	5.11(e)	Contracts with Affiliates and Certain Others	17
	5.11(f)	Powers of Attorney	17
	5.11(g)	Collective Bargaining Agreements	18
	5.11(h)	Loan Agreements	18
	5.11(i)	Guarantees	18
	5.11(j)	Contracts Subject to Renegotiation	18
	5.11(k)	Restrictive Agreements	18
	5.11(l)	Other Material Contracts	18
	5.11(m)	No Default	18
5.12	Labor Matters		19
5.13	Employee Benefit Plans		19
5.14	Employment Compensation		20
5.15	Trade Rights		20
5.16	Major Customers and Suppliers		20
	5.16(a)	Major Customers	20
	5.16(b)	Major Suppliers	21
	5.16(c)	Dealers and Distributors	21
5.17	Product Warranty and Product Liability		21
5.18	Affiliates’ Relationships to Company		22
	5.18(a)	Contracts with Affiliates	22
	5.18(b)	No Adverse Interests	22
5.19	Assets Necessary to Business		22
5.20	No Brokers or Finders		22
5.21	Disclosure.		22
ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF BUYER			22
6.1	Corporate		23
	6.1(a)	Organization	23
	6.1(b)	Corporate Power	23
6.2	Authority		23
6.3	No Brokers or Finders		23
6.4	No Violation		23
6.5	Disclosure		23
6.6	Litigation		24
ARTICLE 7 EMPLOYEES – EMPLOYEE BENEFITS			24
7.1	Affected Employees		24
7.2	Retained Responsibilities		24
7.3	Payroll Tax		24
7.4	Termination Benefits		24
7.5	Employee Benefits Plans		25
7.6	No Third-Party Rights		25
ARTICLE 8 OTHER MATTERS			25
8.1	Patent Assignment and Cross-License and Trademark License Agreement		25

iii

TABLE OF CONTENTS (cont’d)

			Page No.
8.2	Transition Services Agreement		25
8.3	Employment and Noncompetition Agreement		25
8.4	Noncompetition; Confidentiality		25
	8.4(a)	Covenant Not to Compete	25
	8.4(b)	Covenant of Confidentiality	27
	8.4(c)	Equitable Relief for Violations	27
	8.4(d)	Transition Services Agreement and Patent Assignment and Cross-License and Trademark License Agreement	27
8.5	HSR Act Filings		27
8.6	Access to Information and Records		28
8.7	Bulk Sales Compliance		28
ARTICLE 9 FURTHER COVENANTS OF THE PARTIES			28
9.1	Covenants of Company		28
	9.1(a)	Consents	28
	9.1(b)	Other Action	28
	9.1(c)	Disclosure	28
	9.1(d)	Process for Product Compatibility	29
	9.1(e)	Confidentiality/Non-Disclosure Agreements	29
	9.1(f)	300mm Dome Tool	29
	9.1(g)	Accounts Receivable	29
9.2	Covenants of Buyer		29
	9.2(a)	Process for Resolution of Product Compatibility	29
ARTICLE 10 CONDITIONS PRECEDENT TO BUYER’S OBLIGATIONS			29
10.1	Representations and Warranties True on the Closing Date		20
10.2	Compliance with Agreement		30
10.3	Absence of Suit		30
10.4	Consents and Approvals		30
10.5	Buyer Consents and Approvals		30
10.6	Closing Documents		30
ARTICLE 11 CONDITIONS PRECEDENT TO COMPANY’S OBLIGATIONS			30
11.1	Representations and Warranties True on the Closing Date		30
11.2	Compliance with Agreement		31
11.3	Absence of Suit		31
11.4	Consents.		31
11.5	Closing Documents		31
ARTICLE 12 INDEMNIFICATION			31
12.1	By Company		31
12.2	By Buyer		32
12.3	Indemnification of Third-Party Claims		32
	12.3(a)	Notice and Defense	32
	12.3(b)	Failure to Defend	32
	12.3(c)	Indemnified Party’s Rights	32
12.4	Indemnification Regarding Warranty/Services		33

TABLE OF CONTENTS (cont’d)

			Page No.
12.5	Payment		33
12.6	Limitations on Indemnification		33
	12.6(a)	Time Limitation	33
	12.6(b)	Amount Limitation	34
12.7	No Waiver		34
12.8	Right to Set-Off.		34
12.9	Exclusivity of Article 12 Indemnity.		35
ARTICLE 13 CLOSING			35
13.1	Documents to be Delivered by Company		35
	13.1(a)	Deeds, Bills of Sale	35
	13.1(b)	Compliance Certificate	35
	13.1(c)	Opinion of Counsel	35
	13.1(d)	Employment and Noncompetition Agreements	36
	13.1(e)	Certified Resolutions	36
	13.1(f)	Patent Assignment and Cross-License and Trademark License Agreement	36
	13.1(g)	Transition Services Agreement	36
	13.1(h)	Incumbency Certificate	36
	13.1(i)	Other Documents	36
13.2	Documents to be Delivered by Buyer		36
	13.2(a)	Cash Purchase Price	36
	13.2(b)	Assumption of Liabilities	36
	13.2(c)	Compliance Certificate	36
	13.2(d)	Opinion of Counsel	36
	13.2(e)	Certified Resolutions	37
	13.2(f)	Patent Assignment and Cross-License and Trademark License Agreement	37
	13.2(g)	Transition Services Agreement	37
	13.2(h)	Incumbency Certificate	37
	13.2(i)	Other Documents	37
ARTICLE 14 DISCLOSURE SCHEDULE			37
ARTICLE 15 FURTHER ASSURANCE			37
ARTICLE 16 ANNOUNCEMENTS			38
ARTICLE 17 ASSIGNMENT; PARTIES IN INTEREST			38
17.1	Assignment		38
17.2	Parties in Interest		38
ARTICLE 18 RESOLUTION OF DISPUTES			38
18.1	Arbitration		38
18.2	Arbitrators		38
18.3	Procedures; No Appeal		39
18.4	Authority		39
18.5	Entry of Judgment		39
18.6	Confidentiality		39

TABLE OF CONTENTS (cont’d)

				Page No.
18.7	Continued Performance			39
18.8	Tolling			39
ARTICLE 19 LAW GOVERNING AGREEMENT				39
ARTICLE 20 AMENDMENT AND MODIFICATION				40
ARTICLE 21 NOTICE				40
ARTICLE 22 EXPENSES				41
22.1	Brokerage			41
22.2	Expenses to be Paid by Company			41
	22.2	(a)	Professional Fees	41
22.3	Other			42
22.4	Costs of Litigation or Arbitration			42
ARTICLE 23 ENTIRE AGREEMENT				42
ARTICLE 24 COUNTERPARTS				42
ARTICLE 25 HEADINGS				42
ARTICLE 26 SEVERABILITY				42
ARTICLE 27 THIRD-PARTY BENEFICIARIES				43

Disclosure Schedule

Schedule 1.2(a)	–	Leased Real Property
Schedule 1.2(b)	–	Machinery and Equipment
Schedule 1.2(c)	–	Inventory
Schedule 1.2(d)	–	Purchased Trade Rights
Schedule 1.2(e)	–	Contracts
Schedule 1.2(f)	–	Computer Software
Schedule 1.3(h)	–	MOLL Assets
Schedule 5.1(c)	–	Qualification
Schedule 5.1(d)	–	Subsidiaries
Schedule 5.1(f)	–	No Violation
Schedule 5.2	–	Business Financial Statements
Schedule 5.3	–	Tax Matters
Schedule 5.4	–	Inventory
Schedule 5.5	–	Absence of Certain Changes
Schedule 5.6	–	Absence of Undisclosed Liabilities
Schedule 5.7	–	Litigation
Schedule 5.8(a)	–	Compliance
Schedule 5.8(b)	–	Licenses and Permits
Schedule 5.8(c)	–	Environmental Matters
Schedule 5.9(a)	–	Marketable Title
Schedule 5.10	–	Insurance
Schedule 5.11(c)	–	Purchase Commitments
Schedule 5.11(d)	–	Sales Commitments
Schedule 5.11(e)	–	Contracts with Affiliates and Certain Others
Schedule 5.11(f)	–	Powers of Attorney
Schedule 5.11(g)	–	Collective Bargaining Agreements
Schedule 5.11(h)	–	Loan Agreements
Schedule 5.11(i)	–	Guarantees
Schedule 5.11(k)	–	Restrictive Agreements
Schedule 5.11(l)	–	Material Contracts
Schedule 5.12	–	Labor Matters
Schedule 5.13	–	Employee Benefit Plans
Schedule 5.14	–	Employment Compensation
Schedule 5.15	–	Trade Rights
Schedule 5.16(a)	–	Major Customers
Schedule 5.16(b)	–	Major Suppliers
Schedule 5.16(c)	–	Dealers and Distributors
Schedule 5.17	–	Product Warranty and Product Liability
Schedule 5.18(a)	–	Contracts w/Affiliates
Schedule 5.20	–	No Brokers or Finders of Company
Schedule 7.1	–	Affected and Key Employees
Schedule 8.4(a)	–	Exceptions to Assignment of Non-Compete
Schedule 8.8	–	Process for Resolution of Product Compatibility

vii

Exhibit Schedule


Exhibit A		Exhibit AForm of Patent Assignment and Cross-License and Trademark License Agreement

Exhibit B		Form of Transition Services Agreement

Exhibit C		[Deleted]

Exhibit D		Form of Legal Opinion by Cooley Godward, LLP

Exhibit E		Form of Legal Opinion by Dunkley, Bennett, Christensen & Madigan, P.A.

Exhibit F		Form of Escrow Agreement

viii

ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT (this “Agreement”) dated February 11, 2003, by and among ENTEGRIS CAYMAN LTD., a Cayman Island corporation and wholly-owned subsidiary of ENTEGRIS, INC., and ENTEGRIS, INC., a Minnesota corporation (collectively, the “Buyer”) with their principal place of business located at 3500 Lyman Boulevard, Chaska, Minnesota 55318, and ASYST TECHNOLOGIES, INC., a California corporation (“Company”) with its principal place of business located at 48761 Kato Road, Fremont California 94538.

RECITALS

A. Company is engaged, through its wafer and reticle carrier division in the manufacture, distribution, and sale of 300mm FOUPs, SMIF-pod 300mm, 200mm SMIF Pods, SMIF-Pod 200mm, 150mm Pods, SRP-150 Single Reticle SMIF Pods, MRP-150 Multiple Reticle SMIF Pods and RSP-200 Single Reticle SMIF Pods (collectively the “Products”).

B. Buyer desires to purchase from Company, and Company desires to sell to Buyer, the business and substantially all of the property and assets of Company related to the Business (as hereinafter defined) as set forth herein.

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

ARTICLE 1

PURCHASE AND SALE OF ASSETS

1.1

Definition of “Business.” As used herein, “Business” shall mean the manufacture, production, marketing, distribution, exploitation, sale and related research and development by Company and its subsidiaries of the Products. Such term shall include, without limitation and except as otherwise specifically provided herein, all operations carried on by or related to the Products on the date hereof.

1.2

Assets to be Transferred. Subject to the terms and conditions of this Agreement, on the Closing Date (as defined in Section 13 below) Company shall sell, transfer, convey, assign, and deliver to Buyer (or upon Buyer’s request, to one or more wholly-owned subsidiaries of Buyer as designated by Buyer), and Buyer shall purchase and accept, all of the business, rights, claims and assets (of every kind, nature, character and description, whether real, personal or mixed, tangible or intangible, accrued, contingent or otherwise, and wherever situated) of the Company, used, held for use or acquired or developed for use in the Business, or developed in the course of conducting the Business or by persons employed in the Business (collectively the “Purchased Assets”). The Purchased Assets

shall include, but not be limited to (except as set forth below in Trade Rights), all of the following assets or rights of the Company, to the extent so used, held, acquired or developed in connection with the Business:

1.2(a)

Leased Real Property. The leases of real property (the “Leased Real Property”) used in connection with the Business, as set forth on Schedule 1.2(a) of the Disclosure Schedule (the “Real Property Leases”).

1.2(b)

Machinery and Equipment. All molds, fixtures, cleaning systems, machinery, equipment, vehicles, tools, supplies, spare parts, furniture and all other personal property not included in inventory used in connection with the manufacture, assembly, inspection, or cleaning of the Products including but not limited to those located at the Colorado facility and those described on Schedule 1.2(b) of the Disclosure Schedule.

1.2(c)

Inventory. All inventories of raw materials, work-in-process and finished goods (including all such in transit and on consignment) on the Closing Date, together with related packaging materials including but not limited to those assembled on Schedule 1.2(c) of the Disclosure Schedule (collectively the “Inventory”).

1.2(d)

Trade Rights. All of the Company’s interest in any Trade Rights of the Business as set forth on Schedule 1.2(d) of the Disclosure Schedule (“Purchased Trade Rights”). As used herein, the term “Trade Rights” shall mean and include: (i) all United States, state and foreign trademark rights, business identifiers, trade dress, service marks, trade names, and brand names, including all claims for infringement, and all registrations thereof and applications therefor and all goodwill associated with the foregoing accruing from the dates of first use thereof; (ii) all United States and foreign copyrights, copyright registrations and copyright applications, including all claims for infringement, and all other rights associated with the foregoing and the underlying works of authorship; (iii) those United States and foreign patents and patent applications, including all claims for infringement and all international proprietary rights associated therewith as set forth in the Cross-Licensing Agreement between Company and Buyer dated contemporaneously herewith; (iv) all contracts or agreements granting any right, title, license or privilege under the intellectual property rights of any third party; and (v) all inventions, mask works and mask work registrations, know-how, discoveries, improvements, designs, trade secrets, shop and royalty rights, employee covenants and agreements respecting intellectual property and non-competition and all other types of intellectual property.

1.2(e)

Contracts. Those contracts, contractual rights, purchase orders and sales orders (hereinafter in this Section 1.2(e)) (“Contracts”) described in Schedules 1.2(a), 1.2(d) and 1.2(e) of the Disclosure Schedule.

The Contracts described above are hereinafter collectively described as the “Assumed Contracts.” To the extent that any Assumed Contract for which assignment to Buyer is provided herein is not assignable without the consent of another party, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof. Company agrees to use its commercially reasonable efforts (without any requirement on the part of Buyer to pay any money or agree to any change in the terms of any such Contract) to obtain the consent of such other party to the assignment of any such Assumed Contract to Buyer in all cases in which such consent is or may be required for such assignment. If any required consent shall not be obtained, Company agrees to cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned to Buyer under the relevant Assumed Contract, including enforcement at the cost and for the account of Buyer of any and all rights of Company against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. If and to the extent that such arrangement cannot be made, Buyer, upon notice to Company, shall have no obligation pursuant to Section 3.1 or otherwise with respect to any such Assumed Contract and any such Assumed Contract shall not be deemed to be a Purchased Asset hereunder.

1.2(f)

Computer Software. A manufacturing database to track FOUPs.

1.2(g)

Literature. All sales literature, promotional literature, catalogs and similar materials related to the Business.

1.2(h)

Records and Files. All records, files, invoices, customer lists, blueprints, specifications, designs, drawings, accounting records, business records, manufacturing process documentation, operating data and other data related to the Business.

1.2(i)

Licenses; Permits. All licenses, permits and approvals related to the Business.

1.2(j)

Employee Note. The indebtedness of Gary Gallagher as evidenced by a promissory note dated January 2001.

1.3

Excluded Assets. Company shall retain all of its rights, claims and assets not described in Section 1.2 without limiting the generality of the foregoing, and any contrary provisions of Section 1.2 notwithstanding, Company shall not sell, transfer, assign, convey or deliver to Buyer, and Buyer will not purchase or accept the following assets of the Business:

1.3(a)

Cash and Cash Equivalents. All cash and cash equivalents of the Business as of Closing.

1.3(b)

Accounts Receivable. All outstanding accounts receivable of the Business accrued by the Company as of Closing, except as set forth in Section 9.1(g) below.

1.3(c)

Tax Credits. Federal, state and local income and franchise tax credits and tax refund claims.

1.3(d)

Tax Records. Company’s income and franchise tax returns and tax records. Buyer and its designated agents shall have reasonable access to such records and may make excerpts therefrom and copies thereof.

1.3(e)

Obligations of Affiliates. Notes (other than the note set forth in Section 1.2(k)), drafts, accounts receivable or other obligations for the payment of money, made or owed by any Affiliate of Company. For purposes of this Agreement, the term “Affiliate” shall mean and include all shareholders, directors and officers of Company; the spouse of any such person; any person who would be the heir or descendant of any such person if he or she were not living; and any entity in which any of the foregoing has a direct or indirect interest (except through ownership of less than 5% of the outstanding shares of any entity whose securities are listed on a national securities exchange or traded in the national over-the-counter market).

1.3(f)

Company Trade Rights. All Trade Rights of the Company, other than the Purchased Trade Rights and the rights of the Company as set forth in the Patent Assignment and Cross-License and Trademark License Agreement attached hereto as Exhibit A (“Patent Assignment and Cross-License and Trademark License Agreement”).

1.3(g)

Excluded Products. All products now or hereafter produced by the Company that are not Products.

1.3(h)

MOLL Assets. All assets owned by MOLL Industries in connection with the Business including those specifically set forth in Schedule 1.3(h) of the Disclosure Schedule, as well as the Company’s contract rights with respect to its MOLL manufacturing agreement.

1.3(i)

Pre-existing Claims. All rights to receive insurance settlements that existed as of Closing and all causes of action arising out of occurrences before the Closing.

1.3(j)

Demo Units. Any demonstration units or sample products related to the Business provided by the Company to Company customers or prospective customers before the Closing.

1.3(k)

Inspection Machine. One August CV9812 inspection machine currently used in the Business which is located in Oregon.

1.3(l)

The Company’s SMIF-Enclosure Products.

1.3(m)

Any Prepaid Insurance of the Company.

ARTICLE 2

WARRANTY/SERVICE OBLIGATIONS

Warranty/Service Obligations. [ * ] warranty obligations for products sold or shipped [ * ] to service such warranty obligations [ * ] for a period of [ * ] as follows:

(i)

[ * ] of warranty expense;

(ii)

[ * ] of expense [ * ]; and

(iii)

[ * ], and [ * ] shall have the rights and be subject to the limitations set forth in Article 12 with respect thereto.

[ * ] shall keep records with respect to the warranty expense. [ * ] shall at its own expense have a right, through an independent certified public accountant selected by the [ * ], to examine and audit, not more than once each fiscal year, and during normal business hours and upon prior reasonable notice, all such records and accounts as may, under recognized accounting practices, contain information bearing upon the amount of warranty payment due to [ * ] from [ * ] under this Agreement.

If the [ * ] calculation of warranty expense differs from [ * ] calculation, the [ * ] may, at its option, deliver a notice to [ * ] disputing [ * ] calculation (a “Challenge Notice”) at any time, but in no event more than ninety (90) days after the close of a calendar year with respect to warranty expense accrued during that calendar year. If a Challenge Notice is delivered to [ * ] pursuant to the preceding sentence, Company and Buyer shall, during the thirty (30) days following such delivery, use all commercially reasonable efforts to reach agreement. If during such period the Company and Buyer are unable to agree regarding the disputed calculation, the Company and Buyer shall promptly thereafter select an Accounting Referee (as hereinafter defined) and cause such Accounting Referee to promptly review this Agreement, any related agreements, all such records and accounts as may, under recognized accounting practices, contain information bearing upon the amount of warranty expense paid by [ * ] to [ * ] under this Agreement and the respective parties’ disputed calculations. The Accounting Referee shall deliver to the Company and Buyer as promptly as practicable a report setting forth the Accounting Referee’s calculation. Such report shall be final and binding upon Company and Buyer. The cost of such report shall be borne by (i) [ * ] if the Accounting Referee’s calculation changes warranty expense by less than five percent (5%) of the warranty expense stated in the disputed statement(s); or (ii) the [ * ] if the Accounting Referee’s calculation changes warranty

expense by greater than five percent (5%) of the warranty expense stated in the disputed statement(s). The “Accounting Referee” shall mean a reputable firm of independent auditors of national standing other than the auditors of the Buyer, at or prior to the Closing Date. In any event, adjustment shall be made to compensate for any errors or omission disclosed by Accounting Referee’s report.

Within fifteen (15) days after the end of each month, [ * ] shall furnish [ * ] a statement signed by a duly authorized officer of [ * ] showing all warranty expense incurred during said month. The warranty expense payable to [ * ] shall be paid within thirty (30) days after receipt of above statement.

ARTICLE 3

ASSUMPTION OF LIABILITIES

3.1

Liabilities to be Assumed. As used in this Agreement, the term “Liability” shall mean and include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted or unasserted, liquidated or unliquidated, secured or unsecured. Subject to the terms and conditions of this Agreement, on the Closing Date, Buyer shall assume and agree to perform and discharge the following, and only the following, Liabilities of Company (collectively the “Assumed Liabilities”):

3.1(a)

Contractual Liabilities. Company’s Liabilities arising from and after the Closing Date under and pursuant to the Assumed Contracts.

3.1(b)

Liabilities Under Permits and Licenses. Company’s Liabilities arising from and after the Closing Date under any permits or licenses listed in Schedule 5.8(b) of the Disclosure Schedule and assigned to Buyer at the Closing.

3.1(c)

Taxes Arising from Transaction. Any United States, foreign, state or other taxes applicable to, imposed upon or arising out of the sale or transfer of the Purchased Assets to Buyer and the other transactions contemplated by this Agreement, including but not limited to any transfer, sales, use, gross receipts or documentary stamp taxes.

3.2

Liabilities Not to be Assumed. Except as and to the extent specifically set forth in Section 3.1, Buyer is not assuming any Liabilities of Company and all such Liabilities shall be and remain the responsibility of Company including, without limitation, the following.

3.2(a)

Accounts Payable. All outstanding accounts payable related to the Business as of the Closing.

3.2(b)

Income and Franchise Taxes. Any Liability of Company for Federal income taxes and any state or local income, profit or franchise taxes (and any penalties or interest due on account thereof).

3.2(c)

[ * ]. All obligations with respect to [ * ].

3.2(d)

Liabilities to Affiliates. Liabilities of Company to its present or former Affiliates, except obligations for compensation for services rendered as an employee of the Business pursuant to plans or practices disclosed in the Disclosure Schedule.

ARTICLE 4

PURCHASE PRICE

The aggregate purchase price (the “Purchase Price”) for the Purchased Assets shall be as follows:

4.1

Cash. The sum of up to Thirty-Eight Million Seven Hundred Fifty Thousand and no/100 Dollars ($38,750,000.00) to be paid as follows:

4.1(a)

The sum of Thirty-Eight Million and no/100 Dollars ($38,000,000.00) by wire transfer on the Closing Date; and

4.1(b)

The sum of Seven Hundred Fifty Thousand and no/100 Dollars ($750,000.00) to be deposited into an escrow account pursuant to an Escrow Agreement attached hereto as Exhibit F (the “Escrow Agreement”) and shall be paid upon the earlier of (i) June 29, 2003, or (ii) a date on which Buyer is satisfied in good faith that all of the transition and integration issues related to the Business by Company to Buyer have been completed. Buyer shall be entitled to offset any amounts payable hereunder as set forth in Article 12 below.

4.2

Royalties. In addition, the Company shall be entitled to receive certain royalties as set forth in the Patent Assignment and Cross-License and Trademark License Agreement.

4.3

Other Payments and Adjustments. The amount of wages and other remuneration due in respect of periods to and including the Closing to employees of the Business and the amount of bonuses due to such employees for all such periods will be paid by Company directly to such employees.

4.4

Allocation of Purchase Price. The aggregate Purchase Price (including the assumption by Buyer of the Assumed Liabilities) shall be allocated among the Purchased Assets for tax purposes based upon an appraisal conducted by a third-party valuation firm retained by Buyer as soon as reasonably practicable after the Closing Date. The parties will work together in good faith toward an agreed-upon valuation. Company and Buyer will follow

and use such allocation in all income, sales registration and other tax returns, filings or other related reports made by them to any governmental agencies. Buyer shall not revalue the parties’ agreed-upon valuation for its own purposes without the Company’s consent. To the extent that disclosures of this allocation are required to be made by the parties to the Internal Revenue Service (“IRS”) under the provisions of Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”) or any regulations thereunder, Buyer and Company will disclose such reports to the other prior to filing with the IRS.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF COMPANY

Company makes the following representations and warranties to Buyer, each of which is true and correct on the date hereof, shall remain true and correct to and including the Closing Date, shall be unaffected by any investigation heretofore or hereafter made by Buyer, or any knowledge of Buyer other than as specifically disclosed in the Disclosure Schedule delivered to Buyer at the time of the execution of this Agreement, and shall survive the Closing of the transactions provided for herein.

5.1

Corporate.

5.1(a)

Organization. Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California.

5.1(b)

Corporate Power. Company has all requisite corporate power and authority to own, operate and lease its properties, to carry on its business as and where such is now being conducted, to enter into this Agreement and the other documents and instruments to be executed and delivered by Company pursuant hereto and to carry out the transactions contemplated hereby and thereby.

5.1(c)

Qualification. Company is duly licensed or qualified to do business as a foreign corporation in the State of Colorado and is in good standing in each jurisdiction wherein the character of its properties which are Purchased Assets or the nature of the Business makes such licensing or qualification necessary, and where the failure to be so qualified and licensed would have a material adverse effect on the Business; such jurisdictions are listed in Schedule 5.1(c) of the Disclosure Schedule.

5.1(d)

No Subsidiaries. No portion of the Business is conducted by the Company by means of any subsidiary or any other interest in any corporation, partnership or other entity, except as set forth in Schedule 5.1(d) of the Disclosure Schedule.

5.1(e)

Authority. The execution and delivery of this Agreement and the other documents and instruments to be executed and delivered by Company pursuant hereto and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of Company. No other or further corporate act or proceeding on the part of Company or its shareholders is necessary to authorize this Agreement or the other documents and instruments to be executed and delivered by Company pursuant hereto or the consummation of the transactions contemplated hereby and thereby, and it is not intended that Company be dissolved or its remaining operations terminated. This Agreement constitutes, and when executed and delivered, the other documents and instruments to be executed and delivered by Company pursuant hereto will constitute, valid binding agreements of Company, enforceable in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally, and by general equitable principles.

5.1(f)

No Violation. Except as set forth on Schedule 5.1(f) of the Disclosure Schedule, neither the execution and delivery of this Agreement or the other documents and instruments to be executed and delivered by Company pursuant hereto, nor the consummation by Company of the transactions contemplated hereby and thereby (a) will violate any statute or law or any rule, regulation, order, writ, injunction or decree of any court or governmental authority, (b) will require any authorization, consent, approval, exemption or other action by or notice to any court, administrative or governmental agency, instrumentality, commission, authority, board or body, or (c) subject to obtaining the consents referred to in Schedule 5.1(f) of the Disclosure Schedule, will violate or conflict with, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or will result in the termination of, or accelerate the performance required by, or result in the creation of any Lien (as defined in Section 5.9(a)), upon any of the Purchase Assets of Company under, any term or provision of the Articles of Incorporation or By-laws of Company or of any contract, commitment, understanding, arrangement, agreement or restriction of any kind or character to which Company is a party or by which Company or any of its assets or properties may be bound or affected.

5.2

Business Financial Report. Included as Schedule 5.2 of the Disclosure Schedule are the statements of income and expense of the Business for the seven quarters ended December 31, 2002 (the “Business Financial Report”). The Business Financial Report is prepared from and consistent in all respects with financial reports prepared and used by the Company in the ordinary course in managing its business and measuring and reporting its operating results; have been prepared in accordance with the books and records of the Company; and fairly present the results of operations of the Business as of the dates and for the periods indicated.

5.3

Tax Matters. Except as set forth on Schedule 5.3 of the Disclosure Schedule: (i) all state, foreign, county, local and other tax returns relating primarily to the Business or the Purchased Assets, or required to be filed by or on behalf of Company in any jurisdiction required to be listed in Schedule 5.1(c) of the Disclosure Schedule or any political subdivision thereof, have been timely filed and the taxes paid or adequately accrued; (ii) Company has duly withheld and paid all taxes which it is required to withhold and pay relating to salaries and other compensation heretofore paid to the employees of the Business; and (iii) Company has not received any notice of underpayment of taxes or other deficiency which has not been paid and there are outstanding no agreements or waivers extending the statutory period of limitations applicable to any tax return or report relating primarily to the Business or the Purchased Assets, or required to have been filed by Company in any jurisdiction required to be listed in Schedule 5.1(c) of the Disclosure Schedule or any political subdivision thereof.

5.4

Inventory. The Inventory of the Business which is located in the State of Oregon consists of a quality and quantity usable and saleable in the ordinary course of business. Except as set forth in Schedule 5.4 of the Disclosure Schedule, all Inventory of the Business is located on premises owned or leased by Company or on consignment with customers which premises, leaseholds, or consignments thereof constitute Purchased Assets pursuant to this Agreement. All work-in-process contained in Inventory constitutes items in process of production pursuant to contracts or open orders taken in the ordinary course of business, from regular customers of the Business with no recent history of credit problems with respect to Company; neither Company nor any such customer is in material breach of the terms of any obligation to the other, and no valid grounds exist for any set-off of amounts billable to such customers on the completion of orders to which work-in-process relates. All work-in-process is of a quality ordinarily produced in accordance with the requirements of the orders to which such work-in-process is identified, and will require no rework with respect to services performed prior to Closing.

5.5

Absence of Certain Changes. Except as and to the extent set forth in Schedule 5.5 of the Disclosure Schedule, since December 31, 2002, there has not been:

5.5(a)

Any Adverse Change. Any adverse change in the financial condition, assets, Liabilities, business, prospects or operations of the Business;

5.5(b)

Any Damage. Any loss, damage or destruction, whether covered by insurance or not, in connection with or reasonably related to the Business or the Purchased Assets;

5.5(c)

Any Increase in Compensation. Any increase in the compensation, salaries or wages payable or to become payable to any employee or agent of Company who is employed in the Business or whose compensation is reflected in the Business Financial Statements (including, without limitation, any increase or change pursuant to any bonus, pension, profit sharing, retirement or other plan

or commitment), or any bonus or other employee benefit granted, made or accrued as it pertains to the Affected Employees;

5.5(d)

Any Labor Disputes. Any labor dispute or disturbance, other than routine individual grievances which are not material to the financial condition or results of operations of the Business;

5.5(e)

Any Commitments. Any commitment or transaction by Company in connection with or affecting the Business (including, without limitation, any borrowing or capital expenditure) other than in the ordinary course of business consistent with past practice;

5.5(f)

Any Disposition of Property. Any sale, lease or other transfer or disposition of any properties or assets of Company that are Purchased Assets (or would have been Purchased Assets had no sale, lease, transfer or disposition occurred), except for the sale of inventory items in the ordinary course of business;

5.5(g)

Any Indebtedness. Except as set forth on Schedule 5.5(g) to the Disclosure Schedule, any indebtedness for borrowed money incurred, assumed or guaranteed by Company in connection with the Business or Purchased Assets;

5.5(h)

Any Liens. Any Lien made on any of the properties or assets of Company that are Purchased Assets (or would become Purchased Assets if not sold, leased, transferred or disposed of prior to the Closing Date);

5.5(i)

Any Amendment of Contracts. Any entering into, amendment or termination by Company of any contract in connection with or affecting the Business, or any waiver of material rights thereunder, other than in the ordinary course of business;

5.5(j)

Any Loans and Advances. Any loan or advance by the Business (other than advances to employees in the ordinary course of business for travel and entertainment in accordance with past practice);

5.5(k)

Any Credit. Other than as set forth in Schedule 5.11(h) of the Disclosure Schedule, any grant of credit to any customer of the Business or distributor of its products on terms or in amounts more favorable than those which have been extended to such customer or distributor in the past, any other change in the terms of any credit heretofore extended, or any other change of Company’s policies or practices with respect to the granting of credit in connection with the Business; or

5.5(l)

Any Unusual Events. Any other event or condition not in the ordinary course of Company’s operation of the Business which would have a material adverse effect on the Business.

5.6

Absence of Undisclosed Liabilities. Except as and to the extent specifically disclosed in the Business Financial Report or in Schedule 5.6 of the Disclosure Schedule, to the best of the Company’s knowledge, the Business does not have any liabilities, other than commercial liabilities and obligations incurred since the date of the Business Financial Report in the ordinary course of business and consistent with past practice and none of which has or will have a material adverse effect on the financial condition or results of operations of the Business by Buyer after the Closing. Except as and to the extent described in the Business Financial Report or in Schedule 5.6 of the Disclosure Schedule, Company has no knowledge of any basis for the assertion against Company of any material liability in connection with or affecting the Business or the Purchased Assets, except commercial liabilities and obligations incurred in the ordinary course of the Business and consistent with past practice.

5.7

No Litigation. Except as set forth in Schedule 5.7 of the Disclosure Schedule, there is no action, suit, arbitration proceeding, investigation or inquiry pending or threatened against Company or its directors (in such capacity) that questions the validity of this Agreement and the transactions contemplated hereby or reasonably relates to the Business, the Purchased Assets or the Assumed Liabilities, nor does Company know, or have grounds to know, of any basis for any such proceedings, investigations or inquiries which would have a material adverse effect on the same. Schedule 5.7 of the Disclosure Schedule also identifies all such actions, suits, proceedings, investigations and inquiries to which Company or any of its directors have been parties since December 31, 2002, related to the Business. Except as set forth in Schedule 5.7 of the Disclosure Schedule, neither Company as related to the Purchased Assets, the Purchased Assets, nor the Assumed Liabilities is subject to any judgment, order, writ or injunction of any court, arbitrator or federal, state, foreign, municipal or other governmental department, commission, board, bureau, agency or instrumentality.

5.8

Compliance With Laws. With respect to the following representations 5.8(a), 5.8(b), and 5.8(c), the Company makes no representations regarding these matters with respect to the operations of MOLL Industries.

5.8(a)

Compliance. Except as set forth in Schedule 5.8(a) of the Disclosure Schedule, to the best of the Company’s knowledge, the Business (including each and all of its operations, practices, properties and assets) is in material compliance with all applicable federal, state, local and foreign laws, ordinances, orders, rules and regulations (collectively, “Laws”), including, without limitation, those applicable to discrimination in employment, occupational safety and health, trade practices, competition and pricing, product warranties, zoning, building and sanitation, employment, retirement and labor relations, product advertising and the Environmental Laws as

hereinafter defined. Except as set forth in Schedule 5.8(a) of the Disclosure Schedule, Company has not received notice of any violation or alleged violation of, and is subject to no Liability for past or continuing violation of, any Laws with respect to the operations of the Business, the result of which would have a material adverse effect on the Business. All reports and returns required to be filed by Company with any governmental authority have been filed, and were accurate and complete when filed. Without limiting the generality of the foregoing:

(i)

To the best of the Company’s knowledge, the operation of the Business as it is now conducted does not, nor does any condition existing at any of the Business facilities, in any manner constitute a material nuisance or other tortious interference with the rights of any person or persons in such a manner as to give rise to or constitute the grounds for a suit, action, claim or demand by any such person or persons seeking compensation or damages or seeking to restrain, enjoin or otherwise prohibit any aspect of the conduct of the Business or the manner in which it is now conducted.

(ii)

Company has made all required payments to its unemployment compensation reserve accounts with the appropriate governmental departments of the states where it is required to maintain such accounts with respect to the operations of the Business, and each of such accounts has a positive balance.

5.8(b)

Licenses and Permits. To the best of the Company’s knowledge, Company has all licenses, permits, approvals, authorizations and consents of all governmental and regulatory authorities and all certification organizations required for the conduct of the Business and the operation of the Facilities. All such licenses, permits, approvals, authorizations and consents are described in Schedule 5.8(b) of the Disclosure Schedule, are in full force and effect and are assignable to Buyer in accordance with the terms hereof. Except as set forth in Schedule 5.8(b) of the Disclosure Schedule, the Business (including its operations, properties and assets) is and has been in material compliance with all such permits and licenses, approvals, authorizations and consents.

5.8(c)

Environmental Matters. The applicable Laws relating to pollution or protection of the environment, including Laws relating to emissions, discharges, generation, storage, releases or threatened releases of pollutants, contaminants, chemicals or industrial, toxic, hazardous or petroleum or petroleum-based substances or wastes (collectively, “Waste”) into the environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal,

transport or handling of Waste including, without limitation, the Clean Water Act, the Clean Air Act, the Resource Conservation and Recovery Act, the Toxic Substances Control Act and the Comprehensive Environmental Response Compensation Liability Act (“CERCLA”), as amended, and their state and local counterparts are herein collectively referred to as the “Environmental Laws”. Without limiting the generality of the foregoing provisions of this Section 5.8, to the best of the Company’s knowledge, the Business is in full compliance with all other material limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in the Environmental Laws or contained in any regulations, code, plan, order, decree, judgment, injunction, notice or demand letter issued, entered, promulgated or approved thereunder. Except as set forth in Schedule 5.8(c) of the Disclosure Schedule, there is no civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation, investigation, proceeding, notice or demand letter pending or threatened against Company with respect to the Business relating in any way to the Environmental Laws or any regulation, code, plan, order, decree, judgment, injunction, notice or demand letter issued, entered, promulgated or approved thereunder. Except as set forth in Schedule 5.8(c) of the Disclosure Schedule, to the best of the Company’s knowledge, there are no past or present (or, to the best of Company’s knowledge, future) events, conditions, circumstances, activities, practices, incidents, actions, omissions or plans which may interfere with or prevent compliance or continued compliance with the Environmental Laws or with any regulation, code, plan, order, decree, judgment, injunction, notice or demand letter issued, entered, promulgated or approved thereunder, or which may give rise to any liability, including, without limitation, liability under CERCLA or similar state or local Laws, or otherwise form the basis of any claim, action, demand, suit, proceeding, hearing, notice of violation, study or investigation, based on or related to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling, or the emission, discharge, release or threatened release into the environment, of any Waste. To the best of Company’s knowledge, no portion of any of the Leased Real Property has been used as a landfill or for storage or landfill of hazardous or toxic materials.

5.9

Title to and Condition of Properties.

5.9(a)

Marketable Title. Company has good and marketable title to all the Purchased Assets, free and clear of all mortgages, liens (statutory or otherwise), security interests, claims, pledges, licenses, equities, options, conditional sales contracts, assessments, levies, easements, covenants, reservations, restrictions, rights-of-way, exceptions, limitations, charges or encumbrances of any nature whatsoever (collectively, “Liens”) except those described in Schedule 5.9(a) of the Disclosure Schedule; and, in the case of real property, Liens for taxes not yet due or which are being contested in good faith by appropriate

proceedings (and which have been sufficiently accrued or reserved against in the Business Financial Report), municipal and zoning ordinances and easements for public utilities, none of which interfere with the use of the property as currently utilized (“Permitted Real Property Liens”). None of the Purchased Assets are subject to any restrictions with respect to the transferability thereof. Company has complete and unrestricted power and right to sell, assign, convey and deliver the Purchased Assets to Buyer as contemplated hereby. At Closing, Buyer will receive good and marketable title to all the Purchased Assets, free and clear of all Liens of any nature whatsoever except those described in Schedule 5.9(a) of the Disclosure Schedule and Permitted Real Property Liens which Buyer has agreed to assume.

5.9(b)

Condition. All tangible assets (real and personal) constituting Purchased Assets hereunder are in good operating condition and repair, free from any defects (except such minor defects as do not interfere with the use thereof in the conduct of the normal operations of Company), and, to the best of Company’s knowledge, have been maintained consistent with the standards generally followed in the industry and are sufficient to carry on the business of Company as conducted during the preceding 12 months. All buildings, plants and other structures owned or otherwise utilized by Company in operating the Business are in good condition and repair and have no structural defects or defects affecting the plumbing, electrical, sewerage, or heating, ventilating or air conditioning systems.

5.9(c)

Real Property. Company does not own any real property in connection with the Business. Schedule 1.2(a) of the Disclosure Schedule sets forth all Leased Real Property used or occupied by Company in operating the Business. To the best of the Company’s knowledge, there are now in full force and effect duly issued certificates of occupancy permitting the Leased Real Property and improvements located thereon to be legally used and occupied as the same are now constituted. To the best of the Company’s knowledge, all of the Leased Real Property has permanent rights of access to dedicated public highways. To the best of the Company’s knowledge, no fact or condition exists which would prohibit or adversely affect the ordinary rights of access to and from the Leased Real Property from and to the existing highways and roads and there is no pending or threatened restriction or denial, governmental or otherwise, upon such ingress and egress. To the best of the Company’s knowledge, there is not (i) any claim of adverse possession or prescriptive rights involving any of the Leased Real Property, (ii) any structure located on any Leased Real Property which encroaches on or over the boundaries of neighboring or adjacent properties or (iii) any structure of any other party which encroaches on or over the boundaries of any of such Leased Real Property. To the best of Company’s knowledge, none of the Leased Real Property is located in a flood plain, flood hazard area, wetland or lakeshore

erosion area within the meaning of any Law. To the best of the Company’s knowledge, no public improvements have been commenced and none are planned which in either case may result in special assessments against or otherwise materially adversely affect any Leased Real Property. Company has no notice or knowledge of any (i) planned or proposed increase in assessed valuations of any Leased Real Property, (ii) governmental agency or court order requiring repair, alteration, or correction of any existing condition affecting any Leased Real Property or the systems or improvements thereat, (iii) condition or defect which could give rise to an order of the sort referred to in “(ii)” above, or (iv) underground storage tanks, or any structural, mechanical, or other defects of material significance affecting any Leased Real Property or the systems or improvements thereat (including, but not limited to, inadequacy for normal use of mechanical systems or disposal or water systems at or serving the Leased Real Property).

5.9(d)

No Condemnation or Expropriation. Neither the whole nor any portion of the Purchased Assets is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor to the best of Company’s knowledge has any such condemnation, expropriation or taking been proposed.

5.10

Insurance. Set forth in Schedule 5.10 of the Disclosure Schedule is a complete and accurate list and description of all policies of fire, liability, product liability, workers compensation, health and other forms of insurance presently in effect with respect to the Business or the Purchased Assets. Schedule 5.10 of the Disclosure Schedule includes, without limitation, the carrier, the description of coverage, the limits of coverage, retention or deductible amounts, amount of annual premiums, date of expiration, and any pending claims in excess of $100,000.00. All such policies are valid, outstanding and enforceable policies and provide insurance coverage for the Business and its associated properties of the kinds, in the amounts and against the risks customarily maintained by organizations similarly situated. Schedule 5.10 of the Disclosure Schedule indicates each policy as to which (a) the coverage limit has been reached or (b) the total incurred losses to date equal 75% or more of the coverage limit. No notice of cancellation or termination has been received with respect to any such policy, and Company has no knowledge of any act or omission of Company which could result in cancellation of any such policy prior to its scheduled expiration date. Company has not been refused any insurance with respect to any aspect of the operations of the Business nor has its coverage been limited by any insurance carrier to which it has applied for insurance or with which it has carried insurance during the last three years. Company has duly and timely made all claims it has been entitled to make under each policy of insurance. There is no claim by Company pending under any such policies as to which coverage has been questioned, denied or disputed by the underwriters of such policies, and Company knows of no basis for denial of any claim under any such policy.

5.11

Contracts and Commitments.

5.11(a)

Real Property Leases. Except as set forth in Schedule 1.2(a) of the Disclosure Schedule, Company has no leases of real property used or held for use in connection with the Business or the Purchased Assets.

5.11(b)

Personal Property Leases. Company has no leases of personal property used or held for use in connection with the Business or the Purchased Assets involving consideration or other expenditure in excess of $25,000.00 or involving performance over a period of more than twelve (12) months.

5.11(c)

Purchase Commitments. Except with respect to Moll Industries or as set forth on Schedule 5.11(c) of the Disclosure Schedule, Company has no purchase commitments for inventory items or supplies in connection with the Business in excess of twelve (12) months normal usage, or which exceed an aggregate of $100,000.00.

5.11(d)

Sales Commitments. Except as set forth on Schedule 5.11(d) of the Disclosure Schedule, Company has no sales contracts or commitments to customers or distributors in connection with or affecting the Business or the Purchased Assets which aggregate in excess of $100,000.00 to any one customer or distributor (or group of affiliated customers or distributors) except for purchase orders taken in the ordinary course of business. Company has no sales contracts or commitments in connection with or affecting the Business or the Purchased Assets except those made in the ordinary course of business, at arm’s length, and no such contracts or commitments are for a sales price which would result in a material loss to the Business.

5.11(e)

Contracts With Affiliates and Certain Others. Except as set forth on Schedule 5.11(e) of the Disclosure Schedule, Company has no agreement, understanding, contract or commitment (written or oral) in connection with or affecting the Business or the Purchased Assets with any Affiliate or any other officer, employee, agent, consultant, distributor or dealer that is not cancelable by Company on notice of not longer than 30 days without liability, penalty or premium of any nature or kind whatsoever.

5.11(f)

Powers of Attorney. Except as set forth on Schedule 5.11(f) of the Disclosure Schedule, the Company has not given a power of attorney, which is currently in effect, to any person, firm or corporation for any purpose whatsoever in connection with or reasonably related to the Business or the Purchased Assets.

5.11(g)

Collective Bargaining Agreements. Except as set forth in Schedule 5.11(g) of the Disclosure Schedule, Company is not a party to any collective bargaining agreements with any unions, guilds, shop committees or other collective bargaining groups representing or purporting to represent employees of the

Business. Copies of all such agreements have heretofore been delivered to Buyer.

5.11(h)

Loan Agreements. Except as set forth in Schedule 5.11(h) of the Disclosure Schedule, Company is not obligated under any loan agreement, promissory note, letter of credit, or other evidence of indebtedness as a signatory, guarantor or otherwise, which obligation constitutes or gives rise or could by its terms, through the giving of notice or any other events short of judgment by a court, give rise to a lien against any Purchased Asset.

5.11(i)

Guarantees. Except as disclosed on Schedule 5.11(i) of the Disclosure Schedule, Company has not guaranteed the payment or performance of any person, firm or corporation, agreed to indemnify any person or act as a surety, or otherwise agreed to be contingently or secondarily liable for the obligations of any person, in connection with the Business or reasonably related to the Business or the Purchased Assets.

5.11(j)

Contracts Subject to Renegotiation. Company is not a party to any contract with any governmental body which is subject to renegotiation in connection with or reasonably related to the Business or the Purchased Assets.

5.11(k)

Restrictive Agreements. Except as set forth on Schedule 5.11(k) of the Disclosure Schedule, Company is not a party to nor is it bound by any agreement requiring Company to assign any interest in any trade secret or proprietary information constituting Purchased Assets hereunder, or prohibiting or restricting Company in its operation of the Business from competing in any business or geographical area or soliciting customers or otherwise restricting it from carrying on the Business anywhere in the world.

5.11(l)

Other Material Contracts. Company has no lease, contract or commitment of any nature affecting the Business and involving consideration or other expenditure in excess of $100,000.00, or involving performance over a period of more than twelve (12) months, or which is otherwise individually material to the operations of the Business, except for purchase orders taken in the ordinary course of business and except as explicitly described in Schedule 5.11(l) or in any other Schedule of the Disclosure Schedule.

5.11(m)

No Default. Except as set forth on Schedule 5.11(m) of the Disclosure Schedule, Company is not in default under any lease, contract or commitment in its operation of the Business, nor has any event or omission occurred which through the passage of time or the giving of notice, or both, would constitute a default thereunder and which would cause a material adverse effect on the Business or cause the acceleration of any of Company’s obligations or result in the creation of any Lien on any Purchased Asset. No third party is in default under any such lease, contract or commitment to which Company is a

party, nor has any event or omission occurred which, through the passage of time or the giving of notice, or both, would constitute a default thereunder, or give rise to an automatic termination, or the right of discretionary termination thereof.

5.12

Labor Matters. Except as set forth in Schedule 5.12 of the Disclosure Schedule, within the last five years Company has not experienced any labor disputes, union organization attempts or any work stoppage due to labor disagreements in connection with the Business. In its operation of the Business, except to the extent set forth in Schedule 5.12 of the Disclosure Schedule, (a) Company is in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and is not engaged in any unfair labor practice; (b) there is no unfair labor practice charge or complaint against Company pending or threatened; (c) there is no labor strike, dispute, request for representation, slowdown or stoppage actually pending or threatened against or affecting Company nor any secondary boycott with respect to products of the Business; (d) no question concerning representation has been raised or is threatened respecting the employees of the Business; (e) no grievance which might have a material adverse effect on the Business, nor any arbitration proceeding arising out of or under collective bargaining agreements, is pending and no such claim therefor exists; and (f) there are no administrative charges or court complaints against Company concerning alleged employment discrimination or other employment related matters pending or threatened before the U.S. Equal Employment Opportunity Commission or any state or federal court or agency.

5.13

Employee Benefit Plans. All of the accrued obligations of Company, whether arising by operation of law, by contract or by past custom, for payments by it to trust or other funds or any governmental agency with respect to unemployment compensation benefits, social security benefits, or any other benefits for employees of the Business (“Business Employees”) shall have been paid prior to Closing or, if due after Closing, shall be paid when due under applicable laws, regulations, or provisions of benefit plans or policies as the case may be. All accrued vacation benefits payable to Business Employees shall have been paid prior to or contemporaneously with Closing. All other accrued benefits or contributions, and all other reasonably anticipated obligations of Company, whether arising by operation of law, by contract or by past custom, for holiday pay, bonuses or other forms of compensation or benefits which are and may become payable to Business Employees shall be paid in accordance with the provisions of applicable laws, regulations, benefit plans or policies, as the case may be. Except as set forth in the Transition Services Agreement and except as set forth in Schedule 5.13 of the Disclosure Schedule, in no event shall Buyer assume or be responsible for past or future obligations of Company to any employee, including any obligations to pay salary, benefits, severance pay, vacation pay, or other benefits to any employee, regardless of whether such employees are hired by Buyer; provided, however, that with respect to those employees listed in Schedule 7.1, Buyer agrees to extend to the employee the same severance benefits that the employee had at the Company (regardless of whether Buyer hires such

Employees), and the employees shall be given credit for years of service in determining the applicable amount of vacation they are entitled to under Buyer’s vacation policy.

5.14

Employment Compensation. Schedule 5.14 of the Disclosure Schedule contains a true and correct list of all Business Employees to whom the Company is paying compensation for services rendered or otherwise; and in the case of salaried employees such list identifies the current annual rate of compensation for each employee and in the case of hourly or commission employees identifies certain reasonable ranges of rates and the number of employees falling within each such range.

5.15

Trade Rights. Schedule 5.15 of the Disclosure Schedule lists all Trade Rights of the type described in Section 1.2(d) which are or were used, held for use, or acquired or developed for use in the Business, or developed in the course of conducting the Business or by persons employed in the Business, specifying whether such Trade Rights are owned, controlled, used or held (under license or otherwise) by Company, and also indicating which of such Trade Rights are registered. All Trade Rights shown as registered in Schedule 5.15 of the Disclosure Schedule have been properly registered, all pending registrations and applications have been properly made and filed and all annuity, maintenance, renewal and other fees relating to registrations or applications are current. To our knowledge, the Purchased Trade Rights and the rights acquired by Buyer pursuant to the Patent Assignment and Cross-License and Trademark License Agreement provide Buyer with all of the Trade Rights necessary in order to conduct the Business as such is currently being conducted. To our knowledge, Company is not infringing and has not infringed any Trade Rights of another in the operation of the Business, nor is any other person infringing the Trade Rights of Company. Company has not granted any license or made any assignment of any Trade Right listed on Schedule 5.15 of the Disclosure Schedule, nor does Company pay any royalties or other consideration for the right to use any Trade Rights of others. There are no inquiries, investigations or claims or litigation challenging or threatening to challenge Company’s right, title and interest with respect to its continued use and right to preclude others from using any Trade Rights of Company. To the best of the Company’s knowledge, all Trade Rights of Company, with the exception of patent and trademark applications, are valid, enforceable and in good standing, and there are no equitable defenses to enforcement based on any act or omission of Company. With respect to patent and trademark applications, all such applications are in good standing.

5.16

Major Customers and Suppliers.

5.16(a)

Major Customers. Schedule 5.16(a) of the Disclosure Schedule contains a list of the ten (10) largest customers, including distributors, of the Business for each of the two (2) most recent fiscal years (determined on the basis of the total dollar amount of net sales) showing the total dollar amount of net sales to each such customer during each such year. Company has no knowledge or information of any facts indicating, nor any other reason to believe, that any of the customers listed on Schedule 5.16(a) of the Disclosure Schedule will

not continue to be customers of the Business after the Closing at substantially the same level of purchases as heretofore.

5.16(b)

Major Suppliers. Schedule 5.16(b) of the Disclosure Schedule contains a list of the two (2) major suppliers to the Business for each of the two (2) most recent fiscal years (determined on the basis of the total dollar amount of purchases); showing the total dollar amount of purchases from each such supplier during each such year. Company has no knowledge or information of any facts indicating, nor any other reason to believe, that any of the suppliers listed on Schedule 5.16(b) of the Disclosure Schedule will not continue to be suppliers to the Business after the Closing and will not continue to supply the Business with substantially the same quantity and quality of goods at competitive prices.

5.16(c)

Dealers and Distributors. Schedule 5.16(c) of the Disclosure Schedule contains a list by product line of all dealers and distributors of the Business, together with representative copies of all dealer, distributor and franchise contracts and policy statements, and a description of all substantial modifications or exceptions.

5.17

Product Warranty and Product Liability. Schedule 5.17 of the Disclosure Schedule contains a true, correct and complete copy of Company’s standard warranty or warranties for sales of Products (as defined below) and, except as stated therein, there are no warranties, commitments or obligations with respect to the return, repair or replacement of Products. Schedule 5.17 of the Disclosure Schedule contains a description of all product liability claims and similar claims, actions, litigation and other proceedings relating to Products which are presently pending or which to Company’s knowledge are threatened, or which have been asserted or commenced against Company within the last two (2) years, in which a party thereto either requests injunctive relief (whether temporary or permanent) or alleges damages in excess of $100,000.00 (whether or not covered by insurance). To the best of the Company’s knowledge, there are no defects in design, construction or manufacture of Products which would adversely affect performance or create an unusual risk of injury to persons or property. Except as set forth on Schedule 5.17, none of the Products has been the subject of any replacement, field fix, retrofit, modification or recall campaign other than in the ordinary course of business. The Products have been designed and manufactured so as to meet and comply with all governmental standards and specifications currently in effect, and have received all governmental approvals necessary to allow their sale and use. As used herein, the term “Products” means any and all products currently or at any time previously manufactured, distributed or sold by Company, or by any predecessor of Company under any brand name or mark under which products are or have been manufactured over the last three (3) years, distributed or sold by Company, in or through the Business.

5.18

Affiliates’ Relationships to Company.

5.18(a)

Contracts With Affiliates. All leases, contracts, agreements or other arrangements concerning the Business between Company and any Affiliate or between the Business and other business units of the Company are described on Schedule 5.18(a) of the Disclosure Schedule.

5.18(b)

No Adverse Interests. No Affiliate has any direct or indirect interest in (i) any entity which does business with Company in connection with the operation of, or is competitive with, the Business, or (ii) any property, asset or right which is used by Company in the conduct of the Business.

5.19

Assets Necessary to Business. The Purchased Assets, together with the assets and rights licensed pursuant to the Assignment and Patent Assignment and Cross-License and Trademark License Agreement in the form of Exhibit A hereto, include all property and assets (except for the Excluded Assets), and all leases, licenses, and other agreements currently used by Company in the conduct of the Business. There are no Company-owned assets (except for the Excluded Assets), which are necessary to permit Buyer to carry on, or currently used or held for use in, the Business as presently conducted.

5.20

No Brokers or Finders. Except as set forth on Schedule 5.20 of the Disclosure Schedule, neither Company nor any of its directors, officers, employees, shareholders or agents have retained, employed or used any broker or finder in connection with the transaction provided for herein or in connection with the negotiation thereof and that no person, corporation, partnership, or entity is entitled to a broker’s commission, finder’s fee, or any similar compensation upon the consummation of the transactions contemplated herein.

5.21

Disclosure. No representation or warranty by Company in this Agreement, nor any statement, certificate, schedule or exhibit hereto furnished or to be furnished by or on behalf of Company pursuant to this Agreement, nor any document or certificate delivered to Buyer pursuant to this Agreement or in connection with transactions contemplated hereby, contains or shall contain any untrue statement of material fact or omits or shall omit a material fact necessary to make the statements contained therein not misleading. All statements and information contained in any certificate, instrument, or Disclosure Schedules delivered by or on behalf of Company shall be deemed representations and warranties by Company.

ARTICLE 6

REPRESENTATIONS AND WARRANTIES OF BUYER

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

Date, shall be unaffected by any investigation heretofore or hereafter made by Company or any notice to Company, and shall survive the Closing of the transactions provided for herein.

6.1

Corporate.

6.1(a)

Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota.

6.1(b)

Corporate Power. Buyer has all requisite corporate power to enter into this Agreement and the other documents and instruments to be executed and delivered by Buyer and to carry out the transactions contemplated hereby and thereby.

6.2

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

6.3

No Brokers or Finders. Neither Buyer nor any of its directors, officers, employees or agents have retained, employed or used any broker or finder in connection with the transaction provided for herein or in connection with the negotiation thereof and that no person, corporation, partnership, or entity is entitled to a broker’s commission, finder’s fee, or any similar compensation upon the consummation of the transactions contemplated herein.

6.4

No Violation. Neither the execution and delivery of this Agreement or the other documents and instruments to be executed and delivered by Buyer pursuant hereto, nor the consummation by Buyer of the transactions contemplated hereby and thereby (a) will violate any statute or law or any rule, regulation, order, writ, injunction, or decree of any court or governmental authority, or (b) will violate or conflict with, or constitute a material default under, any term or provision of the material agreements, Articles of Incorporation, or By-laws of Buyer.

6.5

Disclosure. No representation or warranty by Buyer in this Agreement, nor any statement, certificate, schedule or exhibit hereto furnished or to be furnished by or on behalf of Buyer pursuant to this Agreement, nor any document or certificate delivered to Company pursuant to this Agreement or in connection with transactions contemplated

hereby, contains or shall contain any untrue statement of material fact or omits or shall omit a material fact necessary to make the statements contained therein not misleading.

6.6

Litigation. There is no action, suit, arbitration proceeding, investigation or inquiry pending or threatened against Buyer or its directors (in such capacity) that questions the validity of this Agreement and the transactions contemplated hereby.

ARTICLE 7

EMPLOYEES – EMPLOYEE BENEFITS

7.1

Affected Employees. “Affected Employees” shall mean employees of the Company who are employed by Buyer immediately after the Closing as set forth on Schedule 7.1 of the Disclosure Schedule. Certain Affected Employees who are also noted as key to the Business on Schedule 7.1 of the Disclosure Schedule (herein referred to also as “Key Employees”) shall enter into Employment and Non-Competition Agreements with the Buyer.

7.2

Retained Responsibilities. Company agrees to satisfy, or cause its insurance carriers to satisfy, all claims for benefits, whether insured or otherwise (including, but not limited to, workers’ compensation, life insurance, medical and disability programs), under Company’s employee benefit programs brought by, or in respect of, Affected Employees and other employees and former employees of the Company, which claims arise out of events occurring on or prior to the Closing Date, in accordance with the terms and conditions of such programs or applicable workers’ compensation statutes without interruption as a result of the employment by Buyer of any such employees after the Closing Date.

7.3

Payroll Tax. Company agrees to make a clean cut-off of payroll and payroll tax reporting with respect to the Affected Employees paying over to the federal, state and city governments those amounts respectively withheld or required to be withheld for periods ending on or prior to the Closing Date. Company also agrees to issue, by the date prescribed by IRS Regulations, Forms W-2 for wages paid through the Closing Date. Except as set forth in this Agreement, Buyer shall be responsible for all payroll and payroll tax obligations after the Closing Date for Affected Employees.

7.4

Termination Benefits. Buyer shall be solely responsible for, and shall pay or cause to be paid, severance payments and other termination benefits, if any, to Affected Employees who may become entitled to such benefits by reason of any events occurring within the first year after Closing on terms substantially equivalent to those offered by the Company prior to the Closing Date. If any action on the part of Company prior to the Closing, or if the sale to Buyer of the Business and the Purchased Assets pursuant to this Agreement or the transactions contemplated hereby, or if the failure by Buyer to hire as a permanent employee of Buyer any employee of Company, shall result in any liability or claim of liability for severance payments or termination benefits, or any liability, forfeiture, fine or

other obligation by virtue of any state, federal or local “plant-closing” or similar law, such liability or claim of liability shall be the sole responsibility of Company, and Company shall indemnify and hold harmless Buyer for any losses resulting directly or indirectly from such liability or claim.

7.5

Employee Benefit Plans. Buyer agrees to provide the Affected Employees with benefits substantially equal to the benefits provided by Company prior to Closing. In addition, Buyer agrees that it will credit Affected Employees with the same number of years of service that such employees had with the Company prior to Closing (i.e., if an Affected Employee had five years of service with the Company, Buyer will treat Affected Employee as having had five years with Buyer). As such, the Buyer will make available to the Affected Employees the same employment benefits he/she would have been entitled to receive had such Affected Employee been employed by Buyer for a period of time equal to his/her employment with the Company.

7.6

No Third-Party Rights. Nothing in this Agreement, express or implied, is intended to confer upon any of Company’s employees, former employees, collective bargaining representatives, job applicants, any association or group of such persons or any Affected Employees any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement, including, without limitation, any rights of employment.

ARTICLE 8

OTHER MATTERS

8.1

Patent Assignment and Cross-License and Trademark License Agreement. As an inducement to the parties to execute this Agreement and complete the transactions contemplated hereby, the Company and Buyer agree to enter into a Patent Assignment and Cross-License and Trademark License Agreement in the form attached hereto as Exhibit A (the “Patent Assignment and Cross-License and Trademark License Agreement”).

8.2

Transition Services Agreement. As an inducement to the parties to execute this Agreement and complete the transactions contemplated hereby, the parties agree to enter into a Transition Services Agreement in the form attached hereto as Exhibit B (the “Transition Services Agreement”).

8.3

Employment and Noncompetition Agreement. At the Closing, Company shall cause to be delivered to Buyer Employment and Noncompetition Agreements in a form requested by Buyer executed by each of the Key Employees.

8.4

Noncompetition; Confidentiality. Subject to the Closing, and as an inducement to Buyer to execute this Agreement and complete the transactions contemplated hereby, and in order to preserve the goodwill associated with the Business, and in addition to and not in

limitation of any covenants contained in any agreement executed and delivered pursuant to Section 8.4 hereof, Company hereby covenants and agrees as follows:

8.4(a)

Covenant Not to Compete. For a period of seven (7) years from the Closing Date (except pursuant to subsection 8.4(a)(iii)), Company will not directly or indirectly engage in any Competitive Activities (as hereinafter defined). The term “Competitive Activities” as used herein shall mean:

(i)

directly or indirectly engaging in, continuing in or carrying on the Business, or any businesses substantially similar thereto, including any carrier related products in the semiconductor industry or any injection molded materials handling products in any other industry, and including owning or controlling any financial interest in any corporation, partnership, firm or other form of business organization which competes with or is engaged in or carries on any aspect of such business or any business substantially similar thereto;

(ii)

consulting with or advising, whether or not for consideration, any corporation, partnership, firm or other business organization which is, at the time such consultation or advice is given, a competitor of Buyer with respect to any aspect of the Business or Purchased Assets which Buyer is acquiring hereunder, whether or not related to the semiconductor industry, including, but not limited to, advertising or otherwise endorsing the products of any such competitor; soliciting customers or otherwise serving as an intermediary for any such competitor; loaning money or rendering any other form of financial assistance to or engaging in any form of business transaction on other than an arms’ length basis with any such competitor; provided, however, that this restriction shall not prevent the Company from continuing to work with its customers in the ordinary course of business.

(iii)

for a period of three (3) years from the Closing Date, offering employment to an Affected Employee, without the prior written consent of Buyer; or

(iv)

engaging in any practice the purpose of which is to evade the provisions of this covenant not to compete.

provided, however, that the term “Competitive Activities” shall not include the ownership of securities of corporations which are listed on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 5% of the outstanding shares of any such corporation. The parties agree that the geographic scope of this covenant not to compete shall extend world wide. Except as set forth on Schedule 8.4(a) of

the Disclosure Schedule, the parties agree that Buyer may sell, assign or otherwise transfer this covenant not to compete, in whole or in part, to any person, corporation, firm or entity that purchases all or part of the Business or the Purchased Assets. In the event a court of competent jurisdiction determines that the provisions of this covenant not to compete are excessively broad as to duration, geographical scope, industry, or activity, it is expressly agreed that this covenant not to compete shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such over broad provisions shall be deemed, without further action on the part of any person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction.

8.4(b)

Covenant of Confidentiality. Company shall not at any time subsequent to the Closing, except as explicitly requested by Buyer, (i) use for any purpose, (ii) disclose to any person, or (iii) keep or make copies of documents, tapes, discs or programs containing, any confidential information concerning the Business, the Purchased Assets or the Assumed Liabilities. For purposes hereof, “confidential information” shall mean and include, without limitation, all Trade Rights which are Purchased Assets, all customer lists and customer information of the Business, and all other information concerning the processes, apparatus, equipment, packaging, Products, marketing and distribution methods of the Business, not previously disclosed to the public directly by Company; provided, however, that this restriction shall not prevent the Company from continuing to utilize customer lists and customer information in continuing the ordinary course of its business with such customers.

8.4(c)

Equitable Relief for Violations. Company agrees that the provisions and restrictions contained in this Section 8.4 are necessary to protect the legitimate continuing interests of Buyer in acquiring the Business through the purchase of the Purchased Assets and the assumption of the Assumed Liabilities, and that any violation or breach of these provisions will result in irreparable injury to Buyer for which a remedy at law would be inadequate and that, in addition to any relief at law which may be available to Buyer for such violation or breach and regardless of any other provision contained in this Agreement, Buyer shall be entitled to injunctive and other equitable relief as a court may grant after considering the intent of this Section 8.4.

8.4(d)

Transition Services Agreement and Patent Assignment and Cross-License and Trademark License Agreement. Nothing in this Section 8.4 shall prevent the Company from performing its obligations under the Transition Services Agreement or the Patent Assignment and Cross-License and Trademark License Agreement entered into between Buyer and the Company.

8.5

HSR Act Filings. To the extent such filings are determined to be necessary or have not been completed prior to the execution of this Agreement, each of Company and Buyer shall, in cooperation with the other, file any reports or notifications that may be required to be filed by it under the HSR Act, with the Federal Trade Commission and the Antitrust Division of the Department of Justice, and shall furnish to the other all such information in its possession as may be necessary for the completion of the reports or notifications to be filed by the other. Prior to making any communication, written or oral, with the Federal Trade Commission, the Antitrust Division of the federal Department of Justice or any other governmental agency or authority or members of their respective staffs with respect to this Agreement or the transactions contemplated hereby, the Company shall consult with Buyer.

8.6

Access to Information and Records. After the Closing, each party will afford the other party, its counsel, accountants and other representatives, during normal business hours, reasonable access to the books, records and other data in such party’s possession relating directly or indirectly to the properties, liabilities or operations of the Business, with respect to periods prior to the Closing, and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party for any proper business purpose. Each party agrees for a period extending six years after the Closing not to destroy or otherwise dispose of any such records without first offering in writing to surrender such records to the other party, which party shall have ten (10) days after such offer to agree in writing to take possession thereof.

8.7

Bulk Sales Compliance. Following the execution of this Agreement, unless compliance with this Section 8.7 is waived by Buyer, Buyer and Company shall cooperate in complying with all provisions of the bulk sales or bulk transfer statutes of all states having jurisdiction, in such a way as to provide Buyer the greatest measure of protection against the creditors of Company allowable under all such statutes.

ARTICLE 9

FURTHER COVENANTS OF THE PARTIES

9.1

Covenants of Company. The Company covenants and agrees as follows, which covenants shall survive Closing:

9.1(a)

Consents. Company has obtained all consents necessary for the consummation of the transactions contemplated hereby, including, without limitation, the consent of each lessor of personal property leased by Company under leases being assumed by Buyer herein to assignment of the lessee’s interest under the lease of such property to Buyer. All such consents shall be in writing and executed counterparts thereof shall be delivered to Buyer promptly after Company’s receipt thereof but in no event later than two business days prior to the Closing.

9.1(b)

Other Action. Company shall use its best efforts to cause the fulfillment at the earliest practicable date of all of the conditions to the parties’ obligations to consummate the transactions contemplated in this Agreement.

9.1(c)

Disclosure. Company shall have a continuing obligation to promptly notify Buyer in writing with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Disclosure, but no such disclosure shall cure any breach of any representation or warranty which is inaccurate.

9.1(d)

Process for Product Compatibility. Company agrees that it will use commercially reasonable efforts to comply with the general principles set forth in the Process for Resolution of Product Compatibility described on Schedule 8.8 of the Disclosure Schedule.

9.1(e)

Confidentiality/Non-Disclosure Agreements. The Company agrees to work with Buyer in enforcing any confidentiality and non-disclosure agreements it has entered into with third parties prior to Closing which relate to the Business.

9.1(f)

300mm Dome Tool. The Company agrees that the Purchased Assets includes a 300mm Dome Tool which is located in Malaysia and is in the process of being developed. The Company agrees to pay for the completion of this tool and will use its commercially reasonable efforts to timely complete and deliver such tool to Buyer after the Closing Date.

9.1(g)

Accounts Receivable. In the event that inventory valued at approximately $300,000 is returned by United Microelectronics Corporation or such inventory is modified by Buyer, the Company agrees that such inventory shall be included in the Purchased Assets and Company shall have no rights to any accounts receivable in connection with such inventory whether arising prior to, on or after the Closing Date. In the event United Microelectronics Corporation pays the Company for such inventory, without modification, Company shall be entitled to keep such payment.

9.2

Covenants of Buyer. The Buyer covenants and agrees as follows which covenants shall survive Closing:

9.2(a)

Process for Resolution of Product Compatibility. The Buyer agrees to use commercially reasonable efforts to comply with the general principles set forth in the Process for Resolution of Product Compatibility described on Schedule 8.8 of the Disclosure Schedule.

ARTICLE 10

CONDITIONS PRECEDENT TO BUYER’S OBLIGATIONS

Each and every obligation of Buyer to be performed on the Closing Date shall be subject to the satisfaction prior to or at the Closing of each of the following conditions:

10.1

Representations and Warranties True on the Closing Date. Each of the representations and warranties made by Company in this Agreement, and the statements contained in the Disclosure Schedule or in any instrument, list, certificate or writing delivered by Company pursuant to this Agreement, shall be true and correct in all material respects when made and shall be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made or given on and as of the Closing Date, except for any changes permitted by the terms of this Agreement or consented to in writing by Buyer.

10.2

Compliance With Agreement. Company shall have in all material respects performed and complied with all of its agreements and obligations under this Agreement which are to be performed or complied with by Company prior to or on the Closing Date, including the delivery of the closing documents specified in Section 13.1.

10.3

Absence of Suit. No action, suit or proceeding before any court or any governmental authority shall have been commenced or threatened, and no investigation by any governmental or regulating authority shall have been commenced, against Buyer, Company or any of the affiliates, officers or directors of any of them, seeking to restrain, prevent or change the transactions contemplated hereby, or questioning the validity or legality of any such transactions, or seeking damages in connection with, or imposing any condition on, any such transactions.

10.4

Consents and Approvals. All approvals, consents and waivers that are required to effect the transactions contemplated hereby including but not limited to the consent of Comerica Bank – California shall have been received, and executed counterparts thereof shall have been delivered to Buyer. Notwithstanding the foregoing, receipt of the consent of any third party to the assignment of an Assumed Contract which is not (and is not required to be) disclosed in the Disclosure Schedule shall not be a condition to Buyer’s obligation to close, provided that the aggregate of all such Contracts does not represent a material portion of the sales or expenditures of the Business. After the Closing, Company will continue to use its commercially reasonable efforts to obtain any such consents or approvals, and Company shall not hereby be relieved of any liability hereunder for failure to perform any of its covenants or for the inaccuracy of any representation or warranty.

10.5

Buyer Consents and Approvals. Buyer shall have received approval by its Board of Directors and Buyer shall have received approval from Wells Fargo Bank, N.A. to consummate this Agreement and the transactions contemplated hereby.

10.6

Closing Documents. Company shall have executed and delivered all of the documents to be delivered by Company as set forth in Section 13.1.

ARTICLE 11

CONDITIONS PRECEDENT TO COMPANY’S OBLIGATIONS

Each and every obligation of Company to be performed on the Closing Date shall be subject to the satisfaction prior to or at the Closing of the following conditions:

11.1

Representations and Warranties True on the Closing Date. Each of the representations and warranties made by Buyer in this Agreement shall be true and correct in all material respects when made and shall be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made or given on and as of the Closing Date.

11.2

Compliance With Agreement. Buyer shall have in all material respects performed and complied with all of Buyer’s agreements and obligations under this Agreement which are to be performed or complied with by Buyer prior to or on the Closing Date, including the delivery of the closing documents specified in Section 13.2.

11.3

11.4

Consents. Company shall have obtained approval by its Board of Directors and Comerica Bank – California pursuant to the Loan and Security Agreement entered into between such bank and Company to consummate the transactions contemplated hereby.

11.5

Closing Documents. Buyer shall have executed and delivered all of the documents to be delivered by Buyer as set forth in Section 13.2.

ARTICLE 12

INDEMNIFICATION

12.1

By Company. Subject to the terms and conditions of this Article 12, Company hereby agrees to indemnify, defend and hold harmless Buyer, and its directors, officers, employees and controlled and controlling persons (hereinafter “Buyer’s affiliates”), from and against all Claims asserted against, resulting to, imposed upon, or incurred by Buyer, Buyer’s affiliates, the Business or the Purchased Assets, by reason of, arising out of or resulting from (a) the inaccuracy or breach of any representation or warranty of Company

contained in or made pursuant to this Agreement (regardless of whether such breach is deemed “material”); (b) the breach of any covenant of Company contained in this Agreement (regardless of whether such breach is deemed “material”); or (c) any Claim of or against Company, the Purchased Assets or the Business not specifically assumed by Buyer pursuant hereto. As used in this Article 12, the term “Claim” shall include (i) any liability not assumed by Buyer; (ii) all losses, damages (including, without limitation, consequential damages), judgments, awards, settlements, costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated matter), penalties, court costs and attorneys fees and expenses); and (iii) all demands, claims, actions, costs of investigation, causes of action, proceedings and assessments, whether or not ultimately determined to be valid.

12.2

By Buyer. Subject to the terms and conditions of this Article 12, Buyer hereby agrees to indemnify, defend and hold harmless Company, its directors, officers, employees and controlling persons, from and against all Claims asserted against, resulting to, imposed upon or incurred by any such person, directly or indirectly, by reason of or resulting from (a) the inaccuracy or breach of any representation or warranty of Buyer contained in or made pursuant to this Agreement (regardless of whether such breach is deemed “material”); (b) the breach of any covenant of Buyer contained in this Agreement (regardless of whether such breach is deemed “material”); or (c) all Claims of or against Company specifically assumed by Buyer pursuant hereto.

12.3

Indemnification of Third-Party Claims. The obligations and liabilities of any party to indemnify any other under this Article 12 with respect to Claims relating to third parties shall be subject to the following terms and conditions:

12.3(a)

Notice and Defense. The party or parties to be indemnified (whether one or more, the “Indemnified Party”) will give the party from whom indemnification is sought (the “Indemnifying Party”) prompt written notice of any such Claim, and the Indemnifying Party will undertake the defense thereof by representatives chosen by it. Failure to give such notice shall not affect the Indemnifying Party’s duty or obligations under this Article 12, except to the extent the Indemnifying Party is prejudiced thereby. So long as the Indemnifying Party is defending any such Claim actively and in good faith, the Indemnified Party shall not settle such Claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its representatives in defending any such Claim, and shall in other respects give reasonable cooperation in such defense. So long as the Indemnifying Party is defending any such Claim actively and in good faith, the Company shall not pay for separate counsel for Buyer of Buyer’s choice.

12.3(b)

Failure to Defend. If the Indemnifying Party, within a reasonable time after notice of any such Claim, fails to defend such Claim actively and in good

faith, the Indemnified Party will have the right to undertake the defense, compromise or settlement of such Claim or consent to the entry of a judgment with respect to such Claim, on behalf of and for the account and risk of the Indemnifying Party, and the Indemnifying Party shall thereafter have no right to challenge the Indemnified Party’s defense, compromise, settlement or consent to judgment; provided, however, that the Indemnified Party will use commercially reasonable efforts to notify and obtain the consent of the Indemnifying Party, which consent will not be unreasonably withheld.

12.3(c)

Indemnified Party’s Rights. Anything in this Section 12 to the contrary notwithstanding, (i) if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, the Indemnified Party shall have the right to defend, compromise or settle such Claim, and (ii) the Indemnifying Party shall not, without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld, settle or compromise any Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Claim.

12.4

Indemnification Regarding Warranty/Services. [ * ] for all warranty and service obligations for [ * ] which exceed [ * ] of warranty expense under Article 2 hereof. The indemnification obligations by [ * ] under this Section 12.4 is not subject to the minimum $225,000.00 threshold limitation set forth in Section 12.6(b) below.

12.5

Payment. The Indemnifying Party shall promptly pay the Indemnified Party any amount due under this Article 12, which payment may be accomplished in whole or in part, as set forth in Section 12.8, by the Indemnified Party setting off any amount owed to the Indemnifying Party by the Indemnified Party. To the extent set-off is made by an Indemnified Party in satisfaction or partial satisfaction of an indemnity obligation under this Article 12 that is disputed by the Indemnifying Party, upon a subsequent determination by final judgment not subject to appeal that all or a portion of such indemnity obligation was not owed to the Indemnified Party, the Indemnified Party shall pay the Indemnifying Party the amount which was set off and not owed together with interest from the date of set-off until the date of such payment at an annual rate equal to the average annual rate in effect as of the date of the set-off, on those three maturities of United States Treasury obligations having a remaining life, as of such date, closest to the period from the date of the set-off to the date of such judgment. Upon judgment, determination, settlement or compromise of any third party Claim, the Indemnifying Party shall pay promptly on behalf of the Indemnified Party, and/or to the Indemnified Party in reimbursement of any amount theretofore required to be paid by it, the amount so determined by judgment, determination, settlement or compromise and all other Claims of the Indemnified Party with respect thereto, unless in the case of a judgment an appeal is made from the judgment. If the Indemnifying Party desires to appeal from an adverse judgment, then the Indemnifying Party shall post and pay the cost of the security or bond

to stay execution of the judgment pending appeal. Upon the payment in full by the Indemnifying Party of such amounts, the Indemnifying Party shall succeed to the rights of such Indemnified Party, to the extent not waived in settlement, against the third party who made such third party Claim.

12.6

Limitations on Indemnification. Except for any fraud, willful or knowing breach or misrepresentation, as to which claims may be brought without limitation as to time or amount:

12.6(a)

Time Limitation. No claim or action shall be brought under this Article 12 for breach of a representation or warranty after the lapse of two (2) years following the Closing. Regardless of the foregoing, however, or any other provision of this Agreement:

(i)

The time limitation on claims on actions brought for breach of any representation or warranty made in or pursuant to Section 5.9(a) shall be the applicable statutory limitation period with respect thereto.

(ii)

Any claim or action brought for breach of any representation or warranty made in or pursuant to Section 5.3 may be brought at any time until the underlying tax obligation is barred by the applicable period of limitation under federal and state laws relating thereto (as such period may be extended by waiver).

(iii)

Any claim made by a party hereunder by filing a suit or action in a court of competent jurisdiction or a court reasonably believed to be of competent jurisdiction or by a demand for arbitration in accordance with Article 18 hereof for breach of a representation or warranty prior to the termination of the survival period for such claim shall be preserved despite the subsequent termination of such survival period.

(iv)

If any act, omission, disclosure or failure to disclosure shall form the basis for a claim for breach of more than one representation or warranty, and such claims have different periods of survival hereunder, the termination of the survival period of one claim shall not affect a party’s right to make a claim based on the breach of representation or warranty still surviving.

12.6(b)

Amount Limitation. Except with respect to claims for breaches of representations or warranties contained in Section 5.9(a) and claims related to Sections 12.1(c), 12.4, and 12.5, an Indemnified Party shall not be entitled to indemnification under this Article 12 for breach of a representation or warranty unless the aggregate of the Indemnifying Party’s indemnification obligations to the Indemnified Party pursuant to this Article 12 (but for this Section 12.7(b)) exceeds Two Hundred Twenty-Five Thousand and no/100 Dollars ($225,000.00); but in such event, the Indemnified Party shall be

entitled to indemnification in full for all breaches of representations and/or warranties. Except with respect to claims related to Sections 12.1(c), the liability of Company under this Article 12 shall be limited to Seven Million Five Hundred Thousand and no/100 Dollars ($7,500,000.00).

12.7

No Waiver. The closing of the transactions contemplated by this Agreement shall not constitute a waiver by any party of its rights to indemnification hereunder, regardless of whether the party seeking indemnification has knowledge of the breach, violation or failure of condition constituting the basis of the Claim at or before the Closing, and regardless of whether such breach, violation or failure is deemed to be “material.”

12.8

Right to Set-Off. If a claim for indemnification is made by the Buyer as the Indemnified Party under this Article 12, the Buyer shall by written notice to the Company (and without limiting any other rights it may have at law or in equity) offset such amount by (i) any payments due Company under the Escrow Agreement; and (ii) any payments due Company under the Patent Assignment and Cross-Licensing Agreement and Trademark Agreement. To the extent that the amount due from the Company exceeds any offset amounts which are payable within sixty (60) days, or to the extent that the amount due from the Company exceeds Five Hundred Thousand and no/100 Dollars ($500,000.00), the difference shall be due from the Company promptly.

12.9

Exclusivity of Article 12 Indemnity. Each Indemnified Party acknowledges that, from and after the Closing Date, its sole and exclusive remedy with respect to any and all claims and causes of action relating to this Agreement and the transactions contemplated hereby shall be pursuant to the indemnification provisions set forth in this Article 12. In furtherance of the foregoing, each Indemnified Party hereby waives and releases, from and after the Closing Date, any and all rights, claims, and causes of action (other than indemnity claims arising under this Article 12) it may have relating to this Agreement and the transactions contemplated hereby. Each Indemnified Party makes this waiver and release with full knowledge that it may be releasing presently unknown or unsuspected claims.

ARTICLE 13

CLOSING

The closing of this transaction (“the Closing”) shall take place on February 11, 2003, by facsimile transmission, or at such other time, place, and method as the parties hereto shall agree upon. Such date is referred to in this Agreement as the “Closing Date.”

13.1

Documents to be Delivered by Company. At the Closing, Company shall deliver to Buyer the following documents, in each case duly executed or otherwise in proper form:

13.1(a)

Deeds, Bills of Sale. Warranty deeds to real estate and bills of sale and such other instruments of assignment, transfer, conveyance and endorsement as

will be sufficient in the opinion of Buyer and its counsel to transfer, assign, convey and deliver to Buyer the Purchased Assets as contemplated hereby.

13.1(b)

Compliance Certificate. A certificate signed by the chief executive officer of Company that each of the representations and warranties made by Company in this Agreement is true and correct in all material respects on and as of the Closing Date, and that Company has performed and complied with all of Company’s obligations under this Agreement which are to be performed or complied with on or prior to the Closing Date.

13.1(c)

Opinion of Counsel. A written opinion of Cooley Godward, LLP, counsel to Company, dated as of the Closing Date, addressed to Buyer, substantially in the form of Exhibit D hereto.

13.1(d)

Employment and Noncompetition Agreements. The Employment and Noncompetition Agreements referred to in Sections 7.1 and 8.3, duly executed by the persons referred to in such Sections.

13.1(e)

Certified Resolutions. A certified copy of the resolutions of the Board of Directors of Company authorizing and approving this Agreement and the consummation of the transactions contemplated by this Agreement.

13.1(f)

Patent Assignment and Cross-License and Trademark License Agreement. The Patent Assignment and Cross-License and Trademark License Agreement duly executed by the Company in the form of Exhibit A hereto.

13.1(g)

Transition Services Agreement. The Transition Services Agreement duly executed by Company in form of Exhibit B hereto.

13.1(h)

Incumbency Certificate. Incumbency certificates relating to each person executing any document executed and delivered to Buyer pursuant to the terms hereof.

13.1(i)

Other Documents. All other documents, instruments or writings required to be delivered to Buyer at or prior to the Closing pursuant to this Agreement and such other certificates of authority and documents as Buyer may reasonably request.

13.2

Documents to be Delivered by Buyer. At the Closing, Buyer shall deliver to Company the following documents, in each case duly executed or otherwise in proper form:

13.2(a)

Cash Purchase Price. To Company by wire transfer as required by Section 4.1(a) hereof.

13.2(b)

Assumption of Liabilities. Such undertakings and instruments of assumption as will be reasonably sufficient in the opinion of Company and its counsel to evidence the assumption of Company debts, liabilities and obligations as provided for in Section 3.1.

13.2(c)

Compliance Certificate. A certificate signed by the chief operating officer of Buyer that the representations and warranties made by Buyer in this Agreement are true and correct on and as of the Closing Date, and that Buyer has performed and complied with all of Buyer’s obligations under this Agreement which are to be performed or complied with on or prior to the Closing Date.

13.2(d)

Opinion of Counsel. A written opinion of Dunkley, Bennett, Christensen & Madigan, P.A., counsel to Buyer, dated as of the Closing Date, addressed to Company, in substantially the form of Exhibit E hereto.

13.2(e)

Certified Resolutions. A certified copy of the resolutions of the Board of Directors of Buyer authorizing and approving this Agreement and the consummation of the transactions contemplated by this Agreement.

13.2(f)

Patent Assignment and Cross-License and Trademark License Agreement. The Patent Assignment and Cross-License and Trademark License Agreement duly executed by Buyer in the form of Exhibit A hereto.

13.2(g)

Transition Services Agreement. The Transition Services Agreement duly executed by Buyer in the form of Exhibit B hereto.

13.2(h)

Incumbency Certificate. Incumbency certificates relating to each person executing any document executed and delivered to Company by Buyer pursuant to the terms hereof.

13.2(i)

Other Documents. All other documents, instruments or writings required to be delivered to Company at or prior to the Closing pursuant to this Agreement and such other certificates of authority and documents as Company may reasonably request.

ARTICLE 14

DISCLOSURE SCHEDULE

The Schedules are attached to this Agreement (the “Disclosure Schedule”) and have been executed by Company and dated and delivered to Buyer on the date hereof. Information set forth in the Disclosure Schedule specifically refers to the article and section of this Agreement to which such information is responsive and such information shall not be deemed to have been disclosed with respect to any other article or section of this Agreement or for any other purpose

except where appropriate, provided such disclosure is obvious and clear. The Disclosure Schedule shall not vary, change or alter the language of the representations and warranties contained in this Agreement and, to the extent the language in the Disclosure Schedule does not conform in every respect to the language of such representations and warranties, such language shall be disregarded and be of no force or effect.

ARTICLE 15

FURTHER ASSURANCE

From time to time and without further consideration, each party hereto will execute and deliver to the other party hereto such documents and take such other action as may be reasonably required or requested in order to consummate more effectively the transactions contemplated hereby and to vest in Buyer good, valid and marketable title to the Purchased Assets.

ARTICLE 16

ANNOUNCEMENTS

Announcements concerning the transactions provided for in this Agreement by either Company or Buyer shall be subject to the approval of the other in all essential respects, except that one party’s approval shall not be required as to any statements and other information which the other party may submit to the Securities and Exchange Commission, or their stockholders or be required to make pursuant to any rule or regulation of the Securities and Exchange Commission or NASDAQ, or otherwise required by law.

ARTICLE 17

ASSIGNMENT; PARTIES IN INTEREST

17.1

Assignment. Except as expressly provided herein, the rights and obligations of a party hereunder may not be assigned, transferred or encumbered without the prior written consent of the other parties. Notwithstanding the foregoing, Buyer may, without consent of any other party, cause one or more subsidiaries of Buyer to carry out all or part of the transactions contemplated hereby; provided, however, that Buyer shall, nevertheless, remain liable for all of its obligations, and those of any such subsidiary, to Company hereunder.

17.2

Parties in Interest. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by the respective successors and permitted assigns of the parties hereto. Nothing contained herein shall be deemed to confer upon any other person any right or remedy under or by reason of this Agreement.

ARTICLE 18

RESOLUTION OF DISPUTES

18.1

Arbitration. Any dispute, controversy or claim arising out of or relating to this Agreement or any contract or agreement entered into pursuant hereto or the performance by the parties of its or their terms shall be settled by binding arbitration held in Denver, Colorado, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect, except as specifically otherwise provided in this Article 18. Notwithstanding the foregoing, Buyer may, in its discretion, apply to a court of competent jurisdiction for equitable relief from any violation or threatened violation of the covenants of Company under Section 8.4 of this Agreement, or any covenants not to compete contained in any Employment and Noncompetition Agreement delivered pursuant to Section 8.3 hereof.

18.2

Arbitrators. The panel to be appointed shall consist of one neutral arbitrator approved by the parties.

18.3

Procedures; No Appeal. The arbitrator shall allow such discovery as the arbitrator determine appropriate under the circumstances and shall resolve the dispute as expeditiously as practicable, and if reasonably practicable, within 120 days after the selection of the arbitrator. The arbitrator shall give the parties written notice of the decision, with the reasons therefor set out, and shall have 30 days thereafter to reconsider and modify such decision if any party so requests within 10 days after the decision. Thereafter, the decision of the arbitrator shall be final, binding, and nonappealable with respect to all persons, including (without limitation) persons who have failed or refused to participate in the arbitration process.

18.4

Authority. The arbitrator shall have authority to award relief under legal or equitable principles, including interim or preliminary relief, and to allocate responsibility for the costs of the arbitration and to award recovery of attorneys fees and expenses in such manner as is determined to be appropriate by the arbitrator(s).

18.5

Entry of Judgment. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having in personam and subject matter jurisdiction. Company and Buyer hereby submit to the in personam jurisdiction of the Federal and State courts in Minneapolis, Minnesota, for the purpose of confirming any such award and entering judgment thereon.

18.6

Confidentiality. All proceedings under this Article 18, and all evidence given or discovered pursuant hereto, shall be maintained in confidence by all parties.

18.7

Continued Performance. The fact that the dispute resolution procedures specified in this Article 18 shall have been or may be invoked shall not excuse any party from performing its obligations under this Agreement and during the pendency of any such procedure all parties shall continue to perform their respective obligations in good faith, subject to any rights to terminate this Agreement that may be available to any party and to the right of setoff provided in Section 12.4 hereof.

18.8

Tolling. All applicable statutes of limitation shall be tolled while the procedures specified in this Article 18 are pending. The parties will take such action, if any, required to effectuate such tolling.

ARTICLE 19

LAW GOVERNING AGREEMENT

This Agreement may not be modified or terminated orally, and shall be construed and interpreted according to the internal laws of the State of Minnesota, excluding any choice of law rules that may direct the application of the laws of another jurisdiction.

ARTICLE 20

AMENDMENT AND MODIFICATION

Buyer and Company may amend, modify and supplement this Agreement in such manner as may be agreed upon by them in writing.

ARTICLE 21

NOTICE

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

(a)

If to Buyer, to:

Entegris, Inc.

3500 Lyman Boulevard

Chaska, Minnesota 55318

Attention: James Dauwalter

Facsimile: (952) 556-8644

(with a copy to)

Anthony Marick, Esq.

Dunkley, Bennett, Christensen & Madigan, P.A.

701 Fourth Avenue South, Suite 700

Minneapolis, Minnesota 55415

Facsimile: (510) 339-9545

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

(b)

If to Company, to:

Asyst Technologies, Inc.

48761 Kato Road

Fremont, California 94538

Attention: Dr. Stephen S. Schwartz

Facsimile: (510) 661-5151

(with a copy to)

James C. Kitch

Cooley Godward, LLP

Five Palo Alto Square

3000 El Camino Real

Palo Alto, California 94306

Facsimile: (650) 849-7400

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

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

ARTICLE 22

EXPENSES

Regardless of whether or not the transactions contemplated hereby are consummated:

22.1

Brokerage. Except as to U.S. Bancorp Piper Jaffray, Inc., who shall be compensated by Company, Company and Buyer each represent and warrant to each other that there is no broker involved or in any way connected with the transactions provided for herein. Buyer agrees to hold Company harmless from and against all other claims for brokerage commissions or finder’s fees incurred through any act of Buyer in connection with the execution of this Agreement or the transactions provided for herein. Company agrees to hold Buyer harmless from and against all other claims for brokerage commissions or finder’s fees incurred through any act of Company or any shareholder in connection with the execution of this Agreement or the transactions provided for herein.

22.2

Expenses to be Paid by Company. Company shall pay, and shall indemnify, defend and hold Buyer harmless from and against, each of the following:

22.2(a)

Professional Fees. All fees and expenses of Company’s legal, accounting, investment banking and other professional counsel in connection with the transactions contemplated hereby.

22.3

Other. Except as otherwise provided herein, each of the parties shall bear its own expenses and the expenses of its counsel and other agents in connection with the transactions contemplated hereby.

22.4

Costs of Litigation or Arbitration. The parties agree that (subject to the discretion, in an arbitration proceeding, of the arbitrator as set forth in Section 18.4) the prevailing party in any action brought with respect to or to enforce any right or remedy under this Agreement shall be entitled to recover from the other party or parties all reasonable costs and expenses of any nature whatsoever incurred by the prevailing party in connection with such action, including without limitation attorneys’ fees and prejudgment interest.

ARTICLE 23

ENTIRE AGREEMENT

Other than a side letter, Transition Services Agreement, and Patent Assignment and Cross-License and Trademark License Agreement entered into between the parties as of the Closing Date, this instrument embodies the entire agreement between the parties hereto with respect to the transactions contemplated herein, and there have been and are no agreements, representations or warranties between the parties other than those set forth or provided for herein and the mutual nondisclosure agreement entered into by the parties, dated August 8, 2002, as extended.

ARTICLE 24

COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

ARTICLE 25

HEADINGS

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

ARTICLE 26

SEVERABILITY

In case any provision of this Agreement shall be invalid, illegal, or unenforceable, it shall, to the extent possible, be modified in such manner as to be valid, legal, and enforceable but so as most nearly to retain the intent of the parties. If such modification is not possible, such provision shall be severed from this Agreement. In either case the validity, legality, and

enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

ARTICLE 27

THIRD-PARTY BENEFICIARIES

With the exception of the parties to this Agreement, there shall exist no right of any person to claim a beneficial interest in this Agreement or any rights occurring by virtue of this Agreement.

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


	ASYST TECHNOLOGIES, INC.		ENTEGRIS, INC.

By:	/s/ Geoffrey G. Ribar	By:	/s/ Michael Wright
Its:	Senior Vice President and Chief Financial Officer	Its:	Chief Operating Officer

			ENTEGRIS CAYMAN LTD.

		By:	/s/ John D. Villas
		Its:	Director



                                                                    EXHIBIT 10.2

                                CREDIT AGREEMENT

                          Dated as of November 30, 1999

                                      Among

                                 ENTEGRIS, INC.,
                                   as Borrower

                                       and

                             THE BANKS NAMED HEREIN,
                                    as Banks

                                       and

                  NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
                                    as Agent



                                TABLE OF CONTENTS

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

   Section 1.1.  Definitions......................................................................................1

ARTICLE II CREDIT FACILITIES.....................................................................................13

   Section 2.1.  Commitment as to Revolving Facility.............................................................13
   Section 2.2.  Procedures for Borrowing Under the Revolving Facility...........................................14
   Section 2.3.  Converting Floating Rate Fundings to Eurodollar Rate Fundings; Procedures.......................14
   Section 2.4.  Procedures at End of an Interest Period.........................................................15
   Section 2.5.  Setting and Notice of Rates.....................................................................15
   Section 2.6   Commitment to Issue Letters of Credit...........................................................15
   Section 2.7.  Interest on Obligations.........................................................................20
   Section 2.8.  Obligation to Repay Advances; Representations...................................................20
   Section 2.9.  Revolving Notes.................................................................................21
   Section 2.10. Interest Due Dates..............................................................................21
   Section 2.11. Computation of Interest and Fees................................................................21
   Section 2.12. Fees............................................................................................21
   Section 2.13. Use of Proceeds.................................................................................22
   Section 2.14. Voluntary Reduction or Termination of the Revolving Commitments; Prepayments....................22
   Section 2.15. Payments........................................................................................23
   Section 2.16. Taxes...........................................................................................24
   Section 2.17. Increased Costs; Capital Adequacy; Funding Exceptions...........................................26
   Section 2.18. Funding Losses..................................................................................29
   Section 2.19. Right of Banks to Fund Through Other Offices....................................................30
   Section 2.20. Discretion of Banks as to Manner of Funding.....................................................30
   Section 2.21. Conclusiveness of Statements; Survival of Provisions............................................30

ARTICLE III CONDITIONS OF LENDING................................................................................30

   Section 3.1.  Conditions Precedent to the Initial Borrowing...................................................30
   Section 3.2.  Conditions Precedent to All Borrowings..........................................................32

ARTICLE IV REPRESENTATIONS AND WARRANTIES........................................................................32

   Section 4.1.  Corporate Existence and Power; Name; Chief Executive Office.....................................32
   Section 4.2.  Authorization for Borrowings; No Conflict as to Law or Agreements...............................32
   Section 4.3.  Legal Agreements................................................................................33
   Section 4.4.  Subsidiaries....................................................................................33
   Section 4.5.  Financial Condition; No Adverse Change..........................................................33
   Section 4.6.  Litigation......................................................................................33
   Section 4.7.  Regulation U....................................................................................34
   Section 4.8.  Taxes...........................................................................................34
   Section 4.9.  Titles and Liens................................................................................34
   Section 4.10. Plans...........................................................................................34



                                       -i-



                                                                                                              
   Section 4.11. Default.........................................................................................35
   Section 4.12. Environmental Compliance........................................................................35
   Section 4.13. Submissions to Banks............................................................................35
   Section 4.14. Financial Solvency..............................................................................35
   Section 4.15  Year 2000.......................................................................................36

ARTICLE V AFFIRMATIVE COVENANTS..................................................................................36

   Section 5.1.  Reporting Requirements..........................................................................37
   Section 5.2.  Books and Records; Inspection and Examination...................................................39
   Section 5.3.  Compliance with Laws............................................................................39
   Section 5.4.  Payment of Taxes and Other Claims...............................................................39
   Section 5.5.  Maintenance of Properties.......................................................................39
   Section 5.6.  Insurance.......................................................................................40
   Section 5.7.  Preservation of Corporate Existence.............................................................40
   Section 5.8.  Fixed Charge Coverage Ratio.....................................................................40
   Section 5.9   Leverage Ratio..................................................................................40
   Section 5.10  Minimum Net Worth...............................................................................40
   Section 5.11  Merger of Fluoroware and Empak into the Borrower................................................41
   Section 5.12  Execution of Loan Documentation with Other Senior Unsecured Creditors...........................41

ARTICLE VI NEGATIVE COVENANTS....................................................................................41

   Section 6.1.  Liens...........................................................................................41
   Section 6.2.  Indebtedness....................................................................................42
   Section 6.3.  Guaranties......................................................................................43
   Section 6.4.  Investments.....................................................................................44
   Section 6.5.  Restricted Payments.............................................................................45
   Section 6.6.  Sale or Transfer of Assets; Suspension of Business Operations...................................45
   Section 6.7   Restrictions on Issuance and Sale of Subsidiary Stock...........................................46
   Section 6.8.  Consolidation and Merger; Asset Acquisitions....................................................46
   Section 6.9   Sale and Leaseback..............................................................................46
   Section 6.10  Subordinated Debt...............................................................................47
   Section 6.11. Restrictions on Nature of Business..............................................................47
   Section 6.12  Prohibition of Entering into Negative Pledge Arrangements.......................................47
   Section 6.13. Accounting......................................................................................47
   Section 6.14. Hazardous Substances............................................................................47

ARTICLE VII EVENTS OF DEFAULT; RIGHTS AND REMEDIES...............................................................48

   Section 7.1.  Events of Default...............................................................................48
   Section 7.2.  Rights and Remedies.............................................................................50

ARTICLE VIII AGREEMENT AMONG BANKS AND AGENT.....................................................................51

   Section 8.1.  Authorization; Powers...........................................................................51
   Section 8.2.  Application of Proceeds.........................................................................51
   Section 8.3.  Exculpation.....................................................................................52
   Section 8.4.  Use of the Term "Agent".........................................................................52



                                      -ii-



                                                                                                              
   Section 8.5.  Reimbursement for Costs and Expenses............................................................53
   Section 8.6.  Payments Received Directly by Banks.............................................................53
   Section 8.7.  Indemnification.................................................................................53
   Section 8.8.  Agent and Affiliates............................................................................54
   Section 8.9.  Credit Investigation............................................................................54
   Section 8.10. Defaults........................................................................................54
   Section 8.11. Obligations Several.............................................................................54
   Section 8.12. Sale or Assignment; Addition of Banks...........................................................55
   Section 8.13. Participation...................................................................................56
   Section 8.14. Withholding Tax Exemption.......................................................................56
   Section 8.15. Borrower not a Beneficiary or Party.............................................................57

ARTICLE IX MISCELLANEOUS.........................................................................................57

   Section 9.1.  No Waiver; Cumulative Remedies..................................................................57
   Section 9.2.  Amendments, Requested Waivers, Etc..............................................................57
   Section 9.3.  Addresses for Notices, Etc......................................................................58
   Section 9.4.  Costs and Expenses..............................................................................58
   Section 9.5.  Indemnity.......................................................................................58
   Section 9.6.  Execution in Counterparts.......................................................................59
   Section 9.7.  Governing Law; Jurisdiction; Waiver of Jury Trial...............................................59
   Section 9.8.  Integration; Inconsistency......................................................................60
   Section 9.9.  Agreement Effectiveness.........................................................................60
   Section 9.10. Advice from Independent Counsel.................................................................60
   Section 9.11. Binding Effect; No Assignment by Borrower.......................................................60
   Section 9.12. Severability of Provisions......................................................................60
   Section 9.13. Headings........................................................................................61



                                      -iii-



                                LIST OF EXHIBITS

Exhibit A             Form of Revolving Note

Exhibit B             Notice of Borrowing under Revolving Facility

Exhibit C             Notice of Conversion to Eurodollar Rate

Exhibit D             Notice of Rollover to Eurodollar Rate

Exhibit E             Form of Certificate of Chief Financial Officer as to
                      Annual Financial Statements

Exhibit F             Form of Certificate of Chief Financial Officer as to
                      Fiscal Quarter Financial Statements

Exhibit G             Form of Assignment Certificate

                                LIST OF SCHEDULES

Schedule 2.6          Existing Letters of Credit

Schedule 4.1          Name under which Borrower and its Subsidiaries Have
                      Done Business

Schedule 4.4          Subsidiaries of the Borrower

Schedule 4.6          Litigation

Schedule 4.10         Description of Pension Plans of the Borrower

Schedule 4.12         Environmental Disclosures of the Borrower

Schedule 6.1          Outstanding Liens of the Borrower and its Subsidiaries

Schedule 6.2          Outstanding Indebtedness of the Borrower and its
                      Subsidiaries

Schedule 6.3          Outstanding Guaranties of the Borrower and its
                      Subsidiaries

                                      -iv-



                                CREDIT AGREEMENT

                This Credit Agreement is dated as of November 30, 1999, by and
among ENTEGRIS, INC., a Minnesota corporation (the "Borrower"), and each of the
banks appearing on the signature pages hereof, together with such other banks as
may from time to time become a party to this Agreement pursuant to the terms and
conditions of Article VIII hereof (herein collectively called the "Banks" and
individually each called a "Bank"), and NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, a national banking association, in its separate capacity as
administrative agent for itself and all other Banks (in such capacity, the
"Agent").

                                    ARTICLE I

                                   Definitions

                Section 1.1.   Definitions. For all purposes of this Agreement,
except as otherwise expressly provided or unless the context otherwise requires:

                (a)     the terms defined in the preamble have the meanings
        therein assigned to them;

                (b)     the terms defined in this Article have the meanings
        assigned to them in this Article, and include the plural as well as the
        singular;

                (c)     all accounting terms not otherwise defined herein have
        the meanings assigned to them in accordance with GAAP; and

                (d)     all accounting terms, unless otherwise specified, shall
        be deemed to refer to Persons and their Subsidiaries on a consolidated
        basis in accordance with GAAP.

                "Adjustment Date" has the meaning specified in Section 8.12.

                "Advance" means a loan of funds by a Bank to the Borrower under
the Revolving Facility.

                "Affiliate" means, with respect to any Person, (a) each Person
that, directly or indirectly, owns or controls, whether beneficially, or as a
trustee, guardian or other fiduciary, (i) ten percent (10%) or more of a Person
that is publicly held or (ii) fifty percent (50%) or more of a Person that is
privately held, of the stock having ordinary voting power in the election of
directors of such Person, (b) each Person that controls, is controlled by or is
under common control with such Person or (c) each of such Person's, officers,
directors, joint venturers and partners. For purpose of this definition,
"control" of a Person shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of its management or policies, whether
through the ownership of voting securities, by contract or



otherwise; provided, however, that the term "Affiliate" shall in no event
include the Agent or a Bank.

                "Agent" has the meaning specified in the preamble.

                "Agent's Administrative Fee" shall have the meaning specified in
Section 2.12(a).

                "Agreement" means this Credit Agreement and all exhibits,
amendments and supplements hereto and all restatements thereof.

                "Applicant" has the meaning specified in Section 8.12.

                "Assignment Certificate" has the meaning specified in Section
8.12.

                "Bank" or "Banks" has the meaning specified in the preamble.

                "Base Rate" means the rate of interest publicly announced from
time to time by Norwest as its "base" rate or any similar successor rate, which
rate shall change when and as that same rate or successor rate changes.

                "Borrower" has the meaning specified in the preamble.

                "Borrowing" means a borrowing by the Borrower under the
Revolving Facility, consisting of the aggregate of all Revolving Advances made
by the Banks to the Borrower pursuant to a request under Section 2.3.

                "Business Day" means any day other than a Saturday or Sunday on
which national banks are required to be open for business in Minnesota and in
Illinois, and, in addition, if such day relates to a Eurodollar Rate Funding or
fixing of a Eurodollar Rate, a day on which dealings in U.S. dollar deposits are
carried on in the London interbank eurodollar market.

                "Capital Adequacy Rule" has the meaning specified in Section
2.17(b)(ii).

                "Capital Adequacy Rule Change" has the meaning specified in
Section 2.17(b)(iii).

                "Capitalized Lease Liabilities" of any Person means, with
respect to the applicable Covenant Computation Period, all monetary obligations
of such Person under any leasing or similar arrangement which, in accordance
with GAAP, would be classified as capitalized leases, and, for purposes of this
Agreement, the amount of such obligations shall be the capitalized amount
thereof, determined in accordance with GAAP.

                "Cash Flow Available for Fixed Charges" of any Person means,
with respect to the applicable Covenant Computation Period, such Person's
Pre-Tax Earnings, plus Interest

                                       -2-



Expense of such Person during such Covenant Computation Period, plus such
Person's rental expenses with respect to operating leases during such Covenant
Computation Period.

                "Change of Control" means, with respect to any corporation,
either (i) the acquisition by any "person" or "group" (as those terms are used
in Sections 13(d) and 14(d) of the Exchange Act) of beneficial ownership (as
defined in Rules 13d-3 and 13d-4 of the Securities and Exchange Commission,
except that a Person shall be deemed to have beneficial ownership of all
securities that such Person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time), directly or
indirectly, of 50% or more of the then-outstanding voting capital stock of such
corporation; or (ii) a change in the composition of the board of directors of
such corporation or any corporate parent of such corporation such that
continuing directors cease to constitute more than 50% of such board of
directors. As used in this definition, "continuing directors" means, as of any
date, (i) those members of the board of directors of the applicable corporation
who assumed office prior to such date, and (ii) those members of the board of
directors of the applicable corporation who assumed office after such date and
whose appointment or nomination for election by that corporation's shareholders
was approved by a vote of at least 50% of the directors of such corporation in
office immediately prior to such appointment or nomination.

                "Closing Date" means the date of this Agreement.

                "Commitment Fee" has the meaning specified in Section 2.12(b).

                "Commitment Fee Percentage" means, as of the date of
determination, the percentage set forth in the table below opposite the
applicable range of the ratio of Total Funded Debt to EBITDA of the Borrower and
its Subsidiaries as of such date of determination; provided, however, in no
event shall the Commitment Fee Percentage be less than 0.250% during the period
from the Closing Date through May 31, 2000. Reductions and increases in the
Commitment Fee Percentage will be verified by the Agent upon receipt of the
financial statements of the Borrower and its Subsidiaries and related compliance
certificate as required under Section 5.1(b) of this Agreement. The ratio will
be determined on the basis of a rolling four quarter calculation of the ratio of
Total Funded Debt to EBITDA as of the last day of the most recent quarter-end
reflected in the most recent financial statements delivered by the Borrower for
the Borrower and its Subsidiaries under Section 5.1(b). Any reduction or
increase in the Commitment Fee Percentage will become effective on the first day
of the first month following the applicable Quarterly Financial Statement Due
Date. If the Borrower fails to deliver the financial statements of the Borrower
and its Subsidiaries and/or related compliance certificate required under
Section 5.1(b) on or before the applicable Quarterly Financial Statement Due
Date, the Borrower and its Subsidiaries shall be deemed to have a ratio of Total
Funded Debt to EBITDA for such quarter of more than 2.50 to 1.00, and the
Commitment Fee Percentage will be 0.350% beginning on the first day of the first
month following such Quarterly Financial Statement Due Date and will continue as
such until the Borrower delivers the financial statements of the Borrower and
its Subsidiaries for the next fiscal quarter in accordance with Section 5.1(b).

                                       -3-



             Ratio of Total Funded                   Commitment Fee
                Debt to EBITDA                         Percentage
      -----------------------------------------------------------------
                  * 2.50/1.00                            0.350%
      -----------------------------------------------------------------
          * 2.00/1.00 to ** 2.50/1.00                    0.300%
      -----------------------------------------------------------------
          * 1.00/1.00 to ** 2.00/1.00                    0.250%
      -----------------------------------------------------------------
                  ** 1.00/1.00                           0.200%
      -----------------------------------------------------------------
* - less than or equal
** - greater than

                "Covenant Computation Date" means the last day of each fiscal
quarter of the Borrower, commencing with the fiscal quarter ending on November
27, 1999.

                "Covenant Computation Period" means the twelve (12) consecutive
calendar months immediately preceding and ending on a Covenant Computation Date.

                "Debt" of any Person means, without duplication (a) all
obligations of such Person for borrowed money, (b) all obligations of such
Person evidenced by bonds, debentures, notes, reimbursement agreements, recourse
agreements or other similar instruments, (c) all obligations of such Person to
pay the deferred purchase price of property or services, except trade accounts
payable arising in the ordinary course of business, (d) all Capitalized Lease
Liabilities of such Person, (e) all debt of others secured by a lien on any
asset of such Person, whether or not such debt is assumed by such Person, (f)
all debt of others guaranteed by such other Person, (g) all obligations of such
Person to pay a specified purchase price for goods or services, whether or not
delivered or accepted (i.e., take-or-pay and similar obligations), (h) all
obligations of such Person under any interest rate swap program or any similar
agreement, arrangement or undertaking relating to fluctuations in interest rates
and (i) all obligations of such Person to advance funds to, or purchase assets,
property or services from, any other Person in order to maintain the financial
condition of such Person and (j) all obligations of such Person under a letter
of credit reimbursement agreement with respect to letters of credit issued
thereunder.

                "Default" means an event that, with giving of notice or passage
of time or both, would constitute an Event of Default.

                "Default Percentage" means, as to any Bank, a fraction
determined as of the termination of the Revolving Commitments following the
occurrence of an Event of Default, the numerator of which equals the principal
amount of all Obligations owed to such Bank on such date and the denominator of
which equals the principal amount of all Obligations owed to all Banks on such
date.

                                       -4-



                "Default Rate" shall have the meaning specified in Section
2.7(c).

                "EBITDA" of a Person means, with respect to the applicable
Covenant Computation Period, such Person's Pre-Tax Earnings plus its Interest
Expense and Non-Cash Charges.

                "Empak" means Empak, Inc., a Minnesota corporation, which is a
wholly-owned Subsidiary of the Borrower.

                "Environmental Laws" has the meaning specified in Section 4.12.

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

                "Eurodollar Rate" means, with respect to an Interest Period, the
rate obtained by adding (a) the applicable Eurodollar Rate Margin to (b) the
rate obtained by dividing (i) the applicable Eurodollar Base Rate by (ii) a
percentage equal to one (1.00) minus the applicable percentage (expressed as a
decimal) prescribed by the Board of Governors of the Federal Reserve System (or
any successor thereto) for determining the maximum reserve requirements
applicable to Eurodollar Rate Fundings (currently referred to as "Eurocurrency
Liabilities" in Regulation D) or any other maximum reserve requirements
applicable to a member bank of the Federal Reserve System with respect to such
Eurodollar Rate Fundings.

                "Eurodollar Rate Advance" means any Advance which bears interest
at a rate determined by reference to a Eurodollar Rate.

                "Eurodollar Base Rate" means, with respect to an Interest
Period, the rate per annum equal to the rate (rounded up if necessary to the
nearest one-sixteenth of one percent (1/16%)) determined by the Agent in
accordance with Section 2.6 to be a rate at which U.S. dollar deposits are
offered to major banks in the London interbank eurodollar market for funds to be
made available on the first day of such Interest Period and maturing at the end
of such Interest Period, as determined by the Agent between the opening of
business and 12:00 Noon, Minneapolis, Minnesota time, on the second Business Day
prior to the beginning of such Interest Period.

                "Eurodollar Rate Funding" means any Funding which bears interest
at a rate determined by reference to a Eurodollar Rate, including Eurodollar
Rate Advances.

                  "Eurodollar Rate Margin" means, as of the date of
determination, the percentage set forth in the table below opposite the
applicable range of the ratio of Total Funded Debt to EBITDA of the Borrower and
its Subsidiaries as of such date of determination; provided, however, in no
event shall the Eurodollar Rate Margin be less than 1.500% during the period
from the Closing Date through May 31, 2000. Reductions and increases in the
Eurodollar Rate Margin will be verified by the Agent upon receipt of the
financial statements of the Borrower and its Subsidiaries and related compliance
certificate as

                                       -5-



required under Section 5.1(b) of this Agreement. The ratio will be determined on
the basis of a rolling four quarter calculation of the ratio of Total Funded
Debt to EBITDA as of the last day of the most recent quarter-end reflected in
the most recent financial statements delivered by the Borrower for the Borrower
and its Subsidiaries under Section 5.1(b). Any reduction or increase in the
Eurodollar Rate Margin will become effective on the first day of the first month
following the applicable Quarterly Financial Statement Due Date. If the Borrower
fails to deliver the financial statements of the Borrower and its Subsidiaries
and/or related compliance certificate required under Section 5.1(b) on or before
the applicable Quarterly Financial Statement Due Date, the Borrower and its
Subsidiaries shall be deemed to have a ratio of Total Funded Debt to EBITDA for
such quarter of more than 2.50 to 1.00, and the Eurodollar Rate Margin will be
1.750% beginning on the first day of the first month following such Quarterly
Financial Statement Due Date and will continue as such until the Borrower
delivers the financial statements for the Borrower and its Subsidiaries for the
next fiscal quarter in accordance with Section 5.1(b).

         Ratio of Total Funded             Eurodollar Rate Spread for
             Debt to EBITDA                    Revolving Advances
      ------------------------------------------------------------------
             * 2.50/1.00                              1.750%
      ------------------------------------------------------------------
      * 2.00/1.00 to ** 2.50/1.00                     1.625%
      ------------------------------------------------------------------
      * 1.00/1.00 to ** 2.00/1.00                     1.500%
      ------------------------------------------------------------------
              ** 1.00/1.00                            1.375%
      ------------------------------------------------------------------
* - less than or equal
** - greater than

                "Event of Default" has the meaning specified in Section 7.1.

                "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

                "Existing Letters of Credit" has the meaning specified in
Section 2.6(a).

                "Federal Funds Rate" means at any time an interest rate per
annum equal to the weighted average of the rates for overnight federal funds
transactions with members of the Federal Reserve System arranged by federal
funds brokers, as published for such day by the Federal Reserve Bank of New
York, or, if such rate is not so published for any day which is a Business Day,
the average of the quotations for such day for such transactions received by the
Agent from three federal funds brokers of recognized standing selected by it, it
being understood that the Federal Funds Rate for any day which is not a Business
Day shall be the Federal Funds Rate for the next preceding Business Day.

                                       -6-



                "Fixed Charge Coverage Ratio" of any Person means, with respect
to the applicable Covenant Computation Date, the ratio of (a) such Person's Cash
Flow Available for Fixed Charges to (b) such Person's Fixed Charge Requirements.

                "Fixed Charge Requirements" of any Person means, with respect to
the applicable Covenant Computation Period, without duplication, the sum of (a)
Interest Expense of such Person during such Covenant Computation Period, and (b)
such Person's rental expenses with respect to operating leases during such
Covenant Computation Period.

                "Floating Rate" means an annual rate obtained by adding (a) the
applicable Floating Rate Margin to (b) the higher of (i) the Base Rate or (ii)
the Federal Funds Rate plus .50%, which Floating Rate shall change when and as
the Base Rate or Federal Funds, as applicable, changes.

                "Floating Rate Advance" means any Advance which bears interest
at a rate determined by reference to the Floating Rate.

                "Floating Rate Funding" means any Funding which bears interest
at a rate determined by reference to the Floating Rate, including Floating Rate
Advances.

                "Floating Rate Margin" means, as of the date of determination,
the percentage set forth below in the table opposite the applicable range of the
ratio of Total Funded Debt to EBITDA of the Borrower and its Subsidiaries as of
such determination. Reductions and increases in the Floating Rate Margin will be
verified by the Agent upon receipt of the financial statements of the Borrower
and its Subsidiaries and related compliance certificate as required under
Section 5.1(b) of this Agreement. The ratio will be determined on the basis of a
rolling four quarter calculation of the ratio of Total Funded Debt to EBITDA as
of the last day of the most recent quarter-end reflected in the most recent
financial statements delivered by the Borrower for the Borrower and its
Subsidiaries under Section 5.1(b). Any reduction or increase in the Floating
Rate Margin will become effective on the first day of the first month following
the applicable Quarterly Financial Statement Due Date. If the Borrower fails to
deliver the financial statements of the Borrower and its Subsidiaries and/or
related compliance certificate required under Section 5.1(b) on or before the
applicable Quarterly Financial Statement Due Date, the Borrower and its
Subsidiaries shall be deemed to have a ratio of Total Funded Debt to EBITDA for
such quarter of more than 2.50 to 1.00, and the Floating Rate Margin will be
0.125%, beginning on the first day of the first month following such Quarterly
Financial Statement Due Date and will continue as such until the Borrower
delivers the financial statements for the Borrower and its Subsidiaries for the
next fiscal quarter in accordance with Section 5.1(b).

                                       -7-



         Ratio of Total Funded
             Debt to EBITDA                        Floating Rate Margin
      -------------------------------------------------------------------
             * 2.50/1.00                                   .125%
      -------------------------------------------------------------------
      * 2.00/1.00 to ** 2.50/1.00                         0.000%
      -------------------------------------------------------------------
      * 1.00/1.00 to ** 2.00/1.00                         0.000%
      -------------------------------------------------------------------
              ** 1.00/1.00                                0.000%
      -------------------------------------------------------------------
* - less than or equal
** - greater than

                "Fluoroware" means Fluoroware, Inc., a Minnesota corporation,
which is a wholly-owned Subsidiary of the Borrower.

                "Funded Debt" of any Person means all interest bearing Debt
(including, without limitation, Subordinated Debt) of such Person, and shall
include all interest-bearing Debt created, assumed or guaranteed by such Person
either directly or indirectly, including obligations secured by liens upon
property of such Person and upon which such Person customarily pays the
interest, and all Capitalized Lease Liabilities.

                "Funding" means a designated portion of outstanding principal
indebtedness evidenced by a Revolving Note which bears interest at a rate
determined by reference to a particular Eurodollar Rate or Floating Rate, as the
case may be.

                "GAAP" means generally accepted accounting principles as in
effect from time to time applied on a basis consistent with the accounting
practices applied in the financial statements of the Borrower and its
Subsidiaries referred to in Section 4.5.

                "Guarantors" means Fluoroware and Empak.

                "Guaranties" means the Guaranties of even date herewith from the
Guarantors in favor of the Agent and the Banks, as the same may be amended,
supplemented or restated from time to time.

                "Hazardous Substance" means any asbestos, urea-formaldehyde,
polychlorinated biphenyls, nuclear fuel or material, chemical waste, radioactive
material, explosives, known carcinogens, petroleum products and by-products and
other dangerous, toxic or hazardous pollutants, contaminants, chemicals,
materials or substances listed or identified in, or regulated by, any
Environmental Laws.

                "IDRB Financing" means the financing related to the $1,000,000
Variable Rate Demand Industrial Development Refunding Revenue Bonds (Fluoroware,
Inc. Project), City of Chaska, Minnesota.

                                       -8-



                "IDRB Letter of Credit" means the Irrevocable Standby Letter of
Credit No. SB 4792 dated October 1, 1986 issued by Norwest in favor of First
Trust Company, Inc. for the account of Fluoroware, as the same is now and may
hereafter be amended from time to time.

                "IDRB Letter of Credit Reimbursement Agreement" means the
Standby Letter of Credit and Reimbursement Agreement dated as of October 1,
1986, between Fluoroware and Norwest, as the same is now and may hereafter be
amended from time to time, pursuant to which Norwest issued the IDRB Letter of
Credit.

                "Indemnitees" has the meaning specified in Section 9.5.

                "Interest Expense" of any Person means, with respect to the
applicable Covenant Computation Period, the total gross interest expense on all
Debt of such Person during such period, and shall in any event include, without
limitation and without duplication, (a) accrued interest (whether or not paid)
on all Debt, (b) the amortization of Debt discounts, (c) the amortization of all
fees payable in connection with the incurrence of Debt to the extent included in
interest expense, and (d) the interest portion of any Capitalized Lease
Expenditure (determined in accordance with GAAP).

                "Interest Period" means, relative to any Eurodollar Rate
Funding, the period beginning on (and including) the date on which such
Eurodollar Rate Funding is made, or continued as, or converted into, a
Eurodollar Rate Funding pursuant to Sections 2.3, 2.4 or 2.5 and shall end on
(but exclude) the day which numerically corresponds to such date one (1), two
(2), three (3) or six (6) months thereafter (or, if such month has no
numerically corresponding day, on the last Business Day of such month), as the
Borrower may select in the relevant notice pursuant to Sections 2.3, 2.4, or
2.5; provided, however, that:

                (a)     no more than six (6) different Interest Periods may be
        outstanding at any one time;

                (b)     if an Interest Period would otherwise end on a day which
        is not a Business Day, such Interest Period shall end on the next
        following Business Day (unless such next following Business Day is the
        first Business Day of a month, in which case such Interest Period shall
        end on the next preceding Business Day); and

                (c)     no Interest Period may end later than the Maturity Date.

                "Letter of Credit" has the meaning specified in Section 2.6(b).

                "Letter of Credit Amount" means the sum of (a) the aggregate
face amount of all issued and outstanding Letters of Credit and (b) amounts
drawn under Letters of Credit for which the Letter of Credit Bank has not been
reimbursed with proceeds of a Borrowing or otherwise.

                                       -9-



                "Letter of Credit Bank" means Norwest, in its separate capacity
as issuer of the Letters of Credit for the account of the Borrower pursuant to
Section 2.6.

                "Letter of Credit Fee" has the meaning specified in Section
2.6(c).

                "Letter of Credit Fee Margin" means, as of the date of
determination, a percentage equal to the applicable Eurodollar Rate Margin in
effect on such date of determination.

                "Letter of Credit Sublimit" means Ten Million Dollars
($10,000,000).

                "Leverage Ratio" of any Person means, with respect to the
applicable Covenant Computation Date, the ratio of (a) such Person's Funded Debt
to (b) such Person's EBITDA.

                "Loan Documents" means this Agreement, the Revolving Notes, the
Guaranties, the Master Agreement for Standby Letters of Credit, all applications
and other agreements relating to the Letters of Credit, and all other loan
documents now or hereafter given by the Borrower or the Guarantors to the Agent
and the Banks in connection with the Obligations of the Borrower under this
Agreement.

                "Master Agreement for Standby Letters of Credit" means the
Master Security Agreement for Irrevocable Standby Letters of Credit of even date
herewith from the Borrower in favor of the Letter of Credit Bank, as the same
may be amended or restated from time to time.

                "Material Adverse Effect" means, with respect to any event or
circumstance, a material adverse effect on:

                (a)     the business, financial condition, operations or
        prospects of the Borrower and its Subsidiaries taken as a whole on a
        consolidated basis;

                (b)     the ability of the Borrower or any of its Subsidiaries
        to perform its obligations under any Loan Document to which it is a
        party;

                (c)     the validity, enforceability or collectibility of any
        Loan Document.

                "Maturity Date" means November 30, 2002 with respect to the
Revolving Facility.

                "Net Income" of a Person means, with respect to the applicable
Covenant Computation Period, such Person's after-tax net income as determined in
accordance with GAAP.

                                      -10-



                "Net Worth" of any Person means, with respect to the applicable
Covenant Computation Date, the aggregate capital and retained earnings of such
Person, as determined in accordance with GAAP.

                "Non-Cash Charges" of a Person means, with respect to the
applicable Covenant Computation Period, such Person's depreciation,
amortization, deferred taxes and other non-cash charges which have the effect of
reducing Pre-Tax Earnings or Net Income, as the case may be, all as determined
in accordance with GAAP.

                "Norwest" means Norwest Bank Minnesota, National Association,
its successors and assigns.

                "Obligations" means each and every Debt, liability and other
obligation of every type and description arising under or in connection with any
of the Loan Documents which the Borrower may now or at any time hereafter owe to
a Bank or to the Banks or to the Agent, whether such debt, liability or
obligation now exists or is hereafter created or incurred, whether it is direct
or indirect, due or to become due, absolute or contingent, primary or secondary,
liquidated or unliquidated, or sole, joint, several or joint and several, and
including specifically, but not limited to, all indebtedness, liabilities and
obligations of the Borrower arising under this Agreement or evidenced by the
Revolving Notes.

                "Outstanding Obligations" means, as of the date of
determination, the outstanding principal amount of all Obligations.

                "Payee" has the meaning specified in Section 2.16.

                "Percentage" means, as to any Bank, the percentage set forth
opposite such Bank's signature on the execution pages of this Agreement, or
below such Bank's signature on any Assignment Certificate executed by such Bank,
representing the ratio of such Bank's Revolving Commitment to the Revolving
Commitment Amount.

                "Permitted Liens" has the meaning specified in Section 6.1.

                "Person" means any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

                "Plan" means an employee benefit plan maintained for employees
of either of the Borrower or any Subsidiary of the Borrower and covered by Title
IV of ERISA.

                "Pre-Tax Earnings" of any Person means, with respect to the
applicable Covenant Computation Period, such Person's Net Income, plus any
provision for income taxes, all as determined in accordance with GAAP.

                                      -11-



                "Quarterly Financial Statement Due Date" means, with respect to
any given fiscal quarter of the Borrower and its Subsidiaries, the day which is
forty-five (45) calendar days after the last day of such fiscal quarter.

                "Rate Hedging Obligations" means any and all obligations of the
Borrower and its Subsidiaries, whether absolute or contingent and howsoever and
whensoever created, arising, evidenced or acquired (including all renewals,
extensions and modifications thereof and substitutions therefor), under (a) any
and all agreements, devices or arrangements designed to protect the Borrower or
any Subsidiary from the fluctuations of interest rates, including interest rate
exchange or swap agreements, reverse swap agreements, interest rate cap or
collar protection agreements, and interest rate options, puts and warrants, and
(b) any and all cancellations, buy backs, reversals, terminations or assignments
of any of the foregoing.

                "Reportable Event" has the meaning assigned to that term in
Title IV of ERISA, but does not include any such event for which advance
notification to the Pension Benefit Security Corporation is waived under ERISA
or applicable regulations.

                "Required Banks" means, at any time, two or more of the Banks
holding at least sixty-six and sixty-seven hundredths percent (66.67%) of the
Revolving Commitments, or, if the Revolving Commitments have been terminated or
have expired, two or more of the Banks having at least sixty-six and sixty-seven
hundredths percent (66.67%) of the Outstanding Obligations.

                "Required Net Worth Amount" has the meaning specified in Section
5.11.

                "Required Payment" has the meaning specified in Section 2.15(c).

                "Return" has the meaning specified in Section 2.17(b)(i).

                "Revolving Advance" means a loan of funds by a Bank to the
Borrower under the Revolving Facility, including both Floating Rate Advances and
Eurodollar Rate Advances made thereunder.

                "Revolving Commitment" means, with respect to each Bank, the
amount of the Revolving Commitment set forth opposite such Bank's name on the
execution pages of this Agreement, or below such Bank's signature on an
Assignment Certificate executed by such Bank, unless such amount is reduced
pursuant to Section 2.14(a) hereof, in which event it means the amount to which
said amount is reduced pursuant thereto, or as the context may require, the
obligation of such Bank to make Revolving Advances, as contemplated in Section
2.1.

                "Revolving Commitment Amount" shall mean Thirty Million Dollars
($30,000,000), being the maximum amount of the Revolving Commitments of all
Banks, in

                                      -12-



the aggregate, to make Revolving Advances to the Borrower pursuant to Section
2.1, subject to reduction in accordance with Section 2.14(a).

                "Revolving Commitment Termination Date" means the earlier of (a)
the Maturity Date with respect to the Revolving Facility or (b) the date on
which the Revolving Commitments are terminated pursuant to Section 7.2 or
reduced to zero pursuant to Section 2.14(a).

                "Revolving Facility" means the revolving credit facility being
made available to the Borrower by the Banks pursuant to Section 2.1.

                "Revolving Facility Outstanding Amount" means, as of the date of
determination, the sum of (a) the aggregate principal amount of all outstanding
Revolving Advances and (b) the Letter of Credit Amount.

                "Revolving Note" means a promissory note of the Borrower payable
to a Bank in the amount of such Bank's Revolving Commitment, in substantially
the form of Exhibit A (as such promissory note may be amended, extended or
otherwise modified from time to time), evidencing the aggregate indebtedness of
the Borrower to such Bank resulting from such Bank's Percentage of each
Borrowing under the Revolving Facility, and also means each promissory note
accepted by such Bank from time to time in substitution therefor or in renewal
thereof.

                "Subordinated Debt" means the Debt of the Borrower and its
Subsidiaries which is subordinated in right of payment, in writing, on terms
satisfactory to the Banks, to all indebtedness of the Borrower and its
Subsidiaries to the Bank.

                "Subsidiary" of a Person means any corporation, limited
liability company, partnership or other entity of which more than fifty percent
(50%) of the outstanding equity or membership interests or shares of capital
stock having general voting power under ordinary circumstances to elect a
majority of the board of directors (or other governing body) of such entity,
(irrespective of whether or not at the time stock or membership interests of any
other class or classes shall have or might have voting power by reason of the
happening of any contingency) is at the time directly or indirectly owned by
such Person, by such Person and one or more Subsidiaries of such Person, or by
one or more other Subsidiaries of such Person.

                "Taxes" has the meaning specified in Section 2.16.

                "UCC" means the Uniform Commercial Code as in effect from time
to time in the state designated in Section 9.7 (a) as the state whose laws shall
govern this Agreement, or in any other state whose laws are held to govern this
Agreement or any portion hereof.

                "Year 2000 Compliant" has the meaning specified in Section 5.8.

                                      -13-



                                   ARTICLE II

                                CREDIT FACILITIES

                Section 2.1.   Commitment as to Revolving Facility. Each Bank
hereby agrees, on the terms and subject to the conditions herein set forth, to
make Revolving Advances to the Borrower from time to time during the period from
the date hereof to and including the Revolving Commitment Termination Date, in
an aggregate amount at any time outstanding not to exceed such Bank's Percentage
of each Borrowing from time to time requested by the Borrower under the
Revolving Facility; provided, however, that (a) the Revolving Facility
Outstanding Amount shall at no time exceed the Revolving Commitment Amount and
(b) no Bank's Percentage of the Revolving Facility Outstanding Amount shall at
any time exceed such Bank's Revolving Commitment. Within the above limits, the
Borrower may obtain Revolving Advances, prepay Revolving Advances in accordance
with the terms hereof and reborrow Revolving Advances in accordance with the
applicable terms and conditions of this Article II.

                Section 2.2.   Procedures for Borrowing Under the Revolving
Facility. Each Borrowing under the Revolving Facility shall be funded by the
Banks as either Floating Rate Advances or Eurodollar Rate Advances, as the
Borrower shall specify in the related notice of proposed Borrowing. Floating
Rate Advances and Eurodollar Rate Advances may be outstanding at the same time.
It is understood, however, that (i) in the case of a Borrowing which is to bear
interest at a Floating Rate, the principal amount of the Borrowing shall be in
an amount equal to or greater than $500,000 or a higher integral multiple of
$100,000 and (ii) in the case of a Borrowing which is to bear interest at a
Eurodollar Rate, the principal amount of the Borrowing shall be in an amount
equal to $1,000,000 or a higher integral multiple of $100,000. The Borrower
shall give notice to the Agent of each proposed Borrowing not later than 10:00
a.m., Minneapolis, Minnesota time, on a Business Day which, in the case of a
Borrowing that is to bear interest initially at a Floating Rate, is the proposed
date of such Borrowing or, in the case of a Borrowing that is to bear interest
initially at a Eurodollar Rate, is at least two (2) Business Days prior to the
proposed date of such Borrowing. Each such notice shall be effective upon
receipt by the Agent, shall be in writing or by telephone or telecopy
transmission, to be confirmed in writing by the Borrower if so requested by the
Agent (in the form of Exhibit B), and shall specify whether the Borrowing is to
bear interest initially at a Floating Rate or a Eurodollar Rate, and in the case
of a Borrowing that is to bear interest initially at a Eurodollar Rate, shall
specify the Interest Period to be applicable thereto. Promptly upon receipt of
such notice (but in no event later than 12:00 Noon, Minneapolis, Minnesota time,
with respect to a Floating Rate Advance, and the close of business, with respect
to a Eurodollar Rate Advance, in each case on the Business Day of receipt of
such notice), the Agent shall advise each Bank of the proposed Borrowing. At or
before 2:00 p.m., Minneapolis, Minnesota time, on the date of the requested
Borrowing, each Bank shall provide the Agent at the principal office of the
Agent in Minneapolis, Minnesota with immediately available funds covering such
Bank's Percentage of such Borrowing. Subject to satisfaction of the conditions
precedent set forth in Article III with respect to such

                                      -14-



Borrowing, the Agent shall pay over such funds to the Borrower prior to the
close of business on the date of the requested Borrowing.

                Section 2.3.   Converting Floating Rate Fundings to Eurodollar
Rate Fundings; Procedures. So long as no Default or Event of Default shall
exist, the Borrower may convert all or any part of any outstanding Floating Rate
Funding into a Eurodollar Rate Funding by giving notice to the Agent of such
conversion not later than 10:00 a.m., Minneapolis, Minnesota time, on a Business
Day which is at least two (2) Business Days prior to the date of the requested
conversion. Each such notice shall be irrevocable, shall be effective upon
receipt by the Agent, shall be in writing or by telephone or telecopy
transmission, to be confirmed in writing by the Borrower if so requested by the
Agent (in the form of Exhibit C), shall specify the date and amount of such
conversion, the total amount of the Funding to be so converted and the Interest
Period therefor. Each conversion of a Funding shall be on a Business Day, and
the aggregate amount of each such conversion of a Floating Rate Funding to a
Eurodollar Rate Funding shall be in an amount equal to $1,000,000 or a higher
integral multiple of $100,000.

                Section 2.4.   Procedures at End of an Interest Period. Unless
the Borrower requests a new Eurodollar Rate Funding in accordance with the
procedures set forth below, or prepay the principal of an outstanding Eurodollar
Rate Funding at the expiration of an Interest Period, each Bank shall
automatically and without request of the Borrower convert each Eurodollar Rate
Funding to a Floating Rate Funding on the last day of the relevant Interest
Period. So long as no Default or Event of Default shall exist, the Borrower may
cause all or any part of any outstanding Eurodollar Rate Funding to continue to
bear interest at a Eurodollar Rate after the end of the then applicable Interest
Period by notifying the Agent not later than 10:00 a.m., Minneapolis, Minnesota
time, on a Business Day which is at least two (2) Business Days prior to the
first day of the new Interest Period. Each such notice shall be in writing or by
telephone or telecopy transmission, to be confirmed in writing by the Borrower
if so requested by the Agent (in the form of Exhibit D), shall be irrevocable,
effective when received by the Agent, and shall specify the first day of the
applicable Interest Period, the amount of the expiring Eurodollar Rate Funding
to be continued and the Interest Period therefor. Each new Interest Period shall
begin on a Business Day and the amount of each Funding bearing a new Eurodollar
Rate shall be in an amount equal to $1,000,000 or a higher integral multiple of
$100,000.

                Section 2.5.   Setting and Notice of Rates. The applicable
Eurodollar Rate for each Interest Period shall be determined by the Agent on the
second Business Day prior to the beginning of such Interest Period, whereupon
notice thereof (which may be by telephone) shall be given by the Agent to the
Borrower and each Bank. Each such determination of the applicable Eurodollar
Rate shall be conclusive and binding upon the parties hereto, in the absence of
demonstrable error. The Agent, upon written request of the Borrower or any Bank,
shall deliver to the Borrower or such requesting Bank a statement showing the
computations used by the Agent in determining the applicable Eurodollar Rate
hereunder.

                                      -15-



                Section 2.6    Commitment to Issue Letters of Credit. The Letter
of Credit Bank agrees, from the date hereof to and including the Revolving
Commitment Termination Date, to issue one or more standby letters of credit for
the account of the Borrower, and the Banks agree to participate in the risk of
such letters of credit issued for the account of the Borrower hereunder, on the
terms and subject to the conditions set forth below:

                (a)     The Letter of Credit Bank has issued for the account of
        Fluoroware the letters of credit identified on Schedule 2.6 attached
        hereto, which are presently outstanding with amounts available for
        drawing and expiry dates as set forth in Schedule 2.6 (the "Existing
        Letters of Credit"). Upon the execution and delivery of the Agreement by
        the Borrower, the Borrower hereby irrevocably assumes the obligations of
        reimbursement and all other obligations of Fluoroware with respect to
        the Existing Letters of Credit and such obligations of the Borrower
        shall be evidenced by the Master Agreement for Standby Letters of
        Credit.

                (b)     Each Existing Letter of Credit and each new letter of
        credit issued pursuant to this Section 2.6, shall be referred to herein
        as a "Letter of Credit". Notwithstanding anything in the foregoing to
        the contrary, no Letter of Credit shall be issued by the Letter of
        Credit Bank if, after giving effect to the issuance of such Letter of
        Credit, (i) the Letter of Credit Amount shall exceed the Letter of
        Credit Sublimit or (ii) the Revolving Facility Outstanding Amount shall
        exceed the Revolving Commitment Amount. The expiration date of any
        Letter of Credit shall not be later than thirty (30) days prior to the
        Revolving Commitment Termination Date. Each Letter of Credit will be
        issued upon no less than five (5) Business Days' prior written
        application from the Borrower to the Letter of Credit Bank. The
        application requesting issuance of a Letter of Credit shall be on the
        Letter of Credit Bank's standard form or such other form as may be
        agreed to by the Letter of Credit Bank and the Borrower. In the event
        that any of the terms of such application are inconsistent with the
        terms and provisions of this Agreement, the terms and provisions of this
        Agreement shall govern. The Letter of Credit Bank shall not be obligated
        to issue a Letter of Credit unless on the date of issuance all
        applicable conditions precedent specified in Article III shall have been
        satisfied as fully as if the issuance of such Letter of Credit were a
        Revolving Advance. Promptly after issuance of a Letter of Credit
        pursuant hereto, the Agent shall so advise each Bank of all relevant
        information with respect thereto.

                (c)     The Borrower agrees to pay to the Agent, for the pro
        rata account of all Banks, a commission with respect to each Letter of
        Credit (herein the "Letter of Credit Fee") at an annual rate equal to
        the applicable Letter of Credit Fee Margin with respect to Letters of
        Credit in effect on the date payment thereof becomes due and payable
        hereunder. The Letter of Credit Fee shall be payable quarterly in
        arrears or upon such others terms as may be agreed upon by the Borrower
        and the Required Banks at the time of issuance of any such Letter of
        Credit; provided, however, that from and after the occurrence of an
        Event of Default and continuing thereafter until

                                      -16-



        such Event of Default shall be remedied to the written satisfaction of
        the Required Banks, the applicable Letter of Credit Fee payable
        hereunder with respect to each Letter of Credit shall be equal to the
        sum of (i) the applicable Letter of Credit Fee Margin otherwise in
        effect with respect to such Letter of Credit and (ii) two percent (2%).
        Letter of Credit Fees payable by the Borrower to the Banks in accordance
        with this subsection (c) shall be shared among the Banks pro rata in
        accordance with their respective Percentages.

                (d)     Upon issuance of a Letter of Credit hereunder, and
        without any further notice to any Bank, each Bank shall be deemed to,
        and hereby irrevocably and unconditionally agrees to, purchase from the
        Letter of Credit Bank an undivided participating interest in the Letter
        of Credit Bank's risk and obligation under such Letter of Credit and in
        the obligation of the Letter of Credit Bank to honor drafts thereunder,
        and in the amount of any drawing thereunder, and in all rights of the
        Letter of Credit Bank to obtain reimbursement from the Borrower in the
        amount of such drawing, and all other rights of the Letter of Credit
        Bank with respect thereto, in an amount equal to the product of (i) the
        sum of the maximum amount available to be drawn under such Letter of
        Credit and the amount of any drawing thereunder, and (ii) the Percentage
        of such Bank. Whenever a draft submitted under a Letter of Credit is
        paid by the Letter of Credit Bank, the Letter of Credit Bank shall so
        notify the Agent, the Agent shall so notify each Bank and shall request
        immediate reimbursement from the Borrower for the amount of the draft.
        If sufficient funds are not immediately paid to the Agent by the
        Borrower, the Borrower shall be deemed to have requested a Borrowing
        pursuant to Section 2.2 and the Banks shall be notified of such request
        in accordance with Section 2.2 and shall fund such request for a
        Borrowing as Floating Rate Advances (in accordance with their respective
        Percentages) for purposes of reimbursing the Letter of Credit Bank for
        the amount of such draft so paid by the Letter of Credit Bank (less any
        amounts realized by the Letter of Credit Bank pursuant to the second
        sentence of this Section 2.6(d)). If for any reason or under any
        circumstance (including, without limitation, the occurrence of a Default
        or Event of Default or the failure to satisfy any of the conditions set
        forth in Section 3.2) the Banks do not make such Revolving Advances as
        contemplated above and the Borrower does not otherwise reimburse the
        Letter of Credit Bank for the amount of the draft so paid by the Letter
        of Credit Bank, the Borrower shall nonetheless be obligated to reimburse
        the amount of the draft to the Letter of Credit Bank, with interest upon
        such amount at the Default Rate from and after the date such draft is
        paid by the Letter of Credit Bank until the amount thereof is repaid to
        the Letter of Credit Bank in full. If the Letter of Credit Bank shall
        not have obtained reimbursement for any drawing under a Letter of Credit
        (whether from the Borrower or as proceeds of a Borrowing), upon demand
        of the Agent each Bank shall immediately advance the amount of its
        participation in such drawing to the Letter of Credit Bank and shall be
        entitled to interest on such participating interest at the Default Rate
        until reimbursed in full by the Borrower.

                                      -17-



                (e)     Each Bank and the Borrower agree that, in paying any
        drawing under a Letter of Credit, the Letter of Credit Bank shall not
        have any responsibility to obtain any document (other than any sight
        draft and certificates expressly required by the Letter of Credit) or to
        ascertain or inquire as to the validity or accuracy of any such document
        or the authority of the Person executing or delivering any such
        document. The Letter of Credit Bank shall not be liable to any Bank for:
        (i) any action taken or omitted in connection herewith at the request or
        with the approval of the Banks (including the Required Banks, as
        applicable); (ii) any action taken or omitted in the absence of gross
        negligence or willful misconduct; or (iii) the due execution,
        effectiveness, validity or enforceability of any document executed in
        connection with a Letter of Credit.

                (f)     The Borrower hereby assumes all risks of the acts or
        omissions of any beneficiary or transferee with respect to its use of
        any Letter of Credit; provided that this assumption is not intended to,
        and shall not, preclude the Borrower's pursuing such rights and remedies
        as the Borrower may have against the beneficiary or transferee at law or
        under any other agreement. The Letter of Credit Bank shall not be liable
        or responsible for any of the matters described in clauses (i) through
        (vii) of subsection (f) below. In furtherance and not in limitation of
        the foregoing: (i) the Letter of Credit Bank may accept documents that
        appear on their face to be in order, without responsibility for further
        investigation; and (ii) the Letter of Credit Bank shall not be
        responsible for the validity or sufficiency of any instrument
        transferring or assigning or purporting to transfer or assign a Letter
        of Credit or the rights or benefits thereunder or proceeds thereof, in
        whole or in part, which may prove to be invalid or ineffective for any
        reason.

                (g)     The obligation of the Borrower under this Agreement to
        reimburse the Letter of Credit Bank for a drawing under a Letter of
        Credit shall be unconditional and irrevocable, and shall be paid
        strictly in accordance with the terms of this Agreement under all
        circumstances, including the following:

                        (i)     any lack of validity or enforceability of this
                Agreement, the Master Agreement for Standby Letters of Credit or
                any letter of credit application;

                        (ii)    any change in the time, manner or place of
                payment of, or in any other term of, all or any of the
                obligations of the Borrower in respect of any Letter of Credit
                or any other amendment or waiver of or any consent to departure
                from the Master Agreement for Standby Letters of Credit or any
                letter of credit application;

                        (iii)   the existence of any claim, set-off, defense or
                other right that the Borrower may have at any time against any
                beneficiary or any transferee of any Letter of Credit (or any
                Person for whom any such beneficiary or any such transferee may
                be acting), the Letter of Credit Bank or any other Person,

                                      -18-



                whether in connection with this Agreement, the transactions
                contemplated hereby or any unrelated transaction;

                        (iv)    any draft, demand, certificate or other document
                presented under any Letter of Credit proving to be forged,
                fraudulent, invalid or insufficient in any respect or any
                statement therein being untrue or inaccurate in any respect; or
                any loss or delay in the transmission or otherwise of any
                document required in order to make a drawing under any Letter of
                Credit;

                        (v)     any payment by the Letter of Credit Bank under
                any Letter of Credit against presentation of a draft or
                certificate that does not strictly comply with the terms of any
                Letter of Credit; or any payment made by the Letter of Credit
                Bank under any Letter of Credit to any Person purporting to be a
                trustee in bankruptcy, debtor-in-possession, assignee for the
                benefit of creditors, liquidator, receiver or other
                representative of or successor to any beneficiary or any
                transferee of any Letter of Credit, including any arising in
                connection with any insolvency proceeding;

                        (vi)    any exchange, release or non-perfection of any
                collateral, or any release or amendment or waiver of or consent
                to departure from any other guarantee, for all or any of the
                obligations of the Borrower in respect of any Letter of Credit;
                or

                        (vii)   any other circumstance or happening whatsoever,
                whether or not similar to any of the foregoing, including any
                other circumstance that might otherwise constitute a defense
                available to, or a discharge of, the Borrower.

                (h)     Notwithstanding anything in this Section 2.6 to the
        contrary, including particularly subsections (f) and (g) above, the
        Borrower may have a claim against the Letter of Credit Bank and the
        Letter of Credit Bank may be liable to the Borrower, to the extent, but
        only to the extent, of any direct, as opposed to consequential or
        exemplary, damages suffered by the Borrower which the Borrower proves
        were caused by the Letter of Credit Bank's willful misconduct or gross
        negligence or the willful failure to pay under any Letter of Credit
        after the presentation to the Letter of Credit Bank by the beneficiary
        of a sight draft and certificate strictly complying with the terms and
        conditions of a Letter of Credit.

                (i)     The Borrower shall indemnify, protect, defend and hold
        harmless each Indemnitee from and against all losses, liabilities,
        claims, damages, judgments, costs and expenses, including but not
        limited to all reasonable attorneys' fees and legal expenses, incurred
        by the Indemnitees or imposed upon the Indemnitees at any time by reason
        of the issuance, demand for honor or honor of any Letter of Credit or
        the enforcement, protection or collection of the Letter of Credit Bank's
        claims against the Borrower under this Section 2.6 or by reason of any
        act or omission of any Indemnitee in connection with any of the
        foregoing; provided, however, that such indemnification

                                      -19-



        shall not extend to losses, liabilities, claims, damages, judgments,
        costs and expenses to the extent arising from any act or omission of an
        Indemnitee which constitutes gross negligence or willful misconduct.

                (j)     The Borrower hereby agrees to pay to the Letter of
        Credit Bank, on demand, all administrative fees charged by the Letter of
        Credit Bank in the ordinary course of business in connection with the
        issuance of letters of credit, honoring of drafts under letters of
        credit, amendments thereto, transfers thereof and all other activity
        with respect to letters of credit, at the then current rates established
        by the Letter of Credit Bank from time to time for such services
        rendered on behalf of customers of the Letter of Credit Bank generally.

                Section 2.7.   Interest on Obligations. The Borrower hereby
agrees to pay interest on the unpaid principal amount of each unpaid Obligation
for the period commencing on the date of this Agreement until the unpaid
principal amount thereof is paid in full, in accordance with the following:

                (a)     Floating Rate Fundings. Subject to subsection (c) below,
        while any outstanding principal of a Revolving Note constitutes a
        Floating Rate Funding, the outstanding principal balance thereof shall
        bear interest at an annual rate at all times equal to the Floating Rate
        applicable to such Floating Rate Funding.

                (b)     Eurodollar Rate Fundings. Subject to subsection (c)
        below, while any outstanding principal of a Revolving Note constitutes a
        Eurodollar Rate Funding, the outstanding principal balance thereof shall
        bear interest for the applicable Interest Period at an annual rate equal
        to the Eurodollar Rate established with respect such Eurodollar Rate
        Funding in accordance with Section 2.3, 2.4 or 2.5 hereof.

                (c)     Default Rate. From and after the occurrence of an Event
        of Default and continuing thereafter until such Event of Default shall
        be remedied to the written satisfaction of the Required Banks, the
        outstanding principal balance of each Revolving Note shall bear
        interest, until paid in full, at a rate equal to the sum of (i) the
        interest rate otherwise in effect with respect to such outstanding
        principal and (ii) two percent (2%). In addition, all fees,
        indemnification obligations and other Obligations not paid when due
        hereunder shall bear interest, until paid in full, at an annual rate
        equal to the sum of (i) the Floating Rate (with the then applicable
        Floating Rate Margin) and (ii) two percent (2%) (each rate described in
        this subsection (c) herein a "Default Rate").

                Section 2.8.   Obligation to Repay Advances; Representations.
The Borrower shall be obligated to repay all Advances under this Article II
notwithstanding the failure of the Agent to receive any written request therefor
or written confirmation thereof and notwithstanding the fact that the person
requesting the same was not in fact authorized to do so. Any request for a
Borrowing under Section 2.2, whether written, telephonic, telecopy or otherwise,
shall be deemed to be a representation by the Borrower that (a) the amount of
the

                                      -20-



requested Borrowing, when added to the Revolving Facility Outstanding Amount,
would not exceed the Revolving Commitment Amount and (b) the statements set
forth in Section 3.2 are correct as of the time of the request.

                Section 2.9.   Revolving Notes. All Revolving Advances made by a
Bank hereunder shall be evidenced by and repayable in accordance with a
Revolving Note issued by the Borrower to such Bank. The aggregate unpaid
principal amount of each Revolving Note shall bear interest at the applicable
Floating Rate unless a Eurodollar Rate shall become applicable thereto pursuant
to Sections 2.3, 2.4 or 2.5, and shall be payable on the Maturity Date or
earlier in accordance with Section 7.2.

                Section 2.10.  Interest Due Dates. Accrued interest on each
Eurodollar Rate Funding shall be payable on the last day of the Interest Period
relating to such Eurodollar Rate Funding; provided, however, that if any
Interest Period is longer than three (3) months, interest shall be payable in
arrears (3) three months, or a whole multiple thereof, after the first day of
such Interest Period and on the last day of the Interest Period. Accrued
interest on each Floating Rate Funding shall be payable in arrears on the last
day of each calendar quarter and at maturity or conversion of such Floating Rate
Funding to a Eurodollar Rate Funding.

                Section 2.11.  Computation of Interest and Fees. Interest
accruing on the Revolving Notes and all other fees described in Section 2.12
shall be computed on the basis of actual number of days elapsed in a year of
three hundred sixty (360) days.

                Section 2.12.  Fees. The Borrower hereby agrees to pay fees to
the Agent and the Banks, commencing on the date hereof and continuing until all
Obligations are paid in full, in accordance with the following:

                (a)     Agent's Administrative Fee. The Borrower agrees to pay
        to the Agent, for the sole account of the Agent, a non-refundable
        agent's administrative fee (the "Agent's Administrative Fee") in the
        amount of $15,000 per year, with such Agent's Administrative Fee being
        payable annually in advance on the Closing Date and on each anniversary
        of the Closing Date.

                (b)     Commitment Fee. The Borrower agrees to pay to the Agent,
        for the pro rata account of the Banks, a commitment fee (the "Commitment
        Fee") computed at the rate of the applicable Commitment Fee Percentage
        per annum on the daily average amount by which the Revolving Commitment
        Amount exceeds the Revolving Facility Outstanding Amount, from the
        Closing Date to and including the Revolving Commitment Termination Date,
        payable quarterly in arrears on the last day of each September,
        December, March and June, commencing December 31, 1999. Any such
        Commitment Fee remaining unpaid on the Revolving Commitment Termination
        Date shall be due and payable on such date. The Commitment Fee shall be
        shared by the Banks on the basis of their respective Percentages.

                                      -21-



                Section 2.13.  Use of Proceeds. The Proceeds of each Borrowing
shall be used by the Borrower for its general corporate purposes and shall be
reloaned by the Borrower to Fluoroware and Empak to be used by Fluoroware and
Empak for their working capital and general corporate purposes.

                Section 2.14.  Voluntary Reduction or Termination of the
Revolving Commitments; Prepayments.

                (a)     Reduction or Termination of Revolving Commitments. The
        Borrower, from time to time upon not less than five (5) Business Days'
        prior written notice to the Agent, may permanently reduce the Revolving
        Commitment Amount; provided, however, that no such reduction shall
        reduce the Revolving Commitment Amount to an amount less than the
        Revolving Facility Outstanding Amount. Any such voluntary reduction
        shall be pro rata as to all Revolving Commitments according to each
        Bank's Percentage of the Revolving Facility and shall be in an aggregate
        amount equal to $5,000,000 or a higher integral multiple of $1,000,000.
        The Borrower at any time prior to the Revolving Commitment Termination
        Date may terminate the Revolving Commitments by (i) providing to the
        Agent not less than five (5) Business Days prior written notice of its
        intention to so terminate the Revolving Commitments and (ii) making
        payment in full of all principal and interest on the Revolving Notes and
        terminating, or making a cash deposit with respect to, all outstanding
        Letters of Credit.

                (b)     Prepayments. The Borrower from time to time may
        voluntarily prepay the Revolving Notes in whole or in part. In the event
        of any voluntary prepayment hereunder (i) any prepayment of the
        Revolving Facility shall be applied against outstanding Advances of each
        Bank under the Revolving Facility pro rata according to each Bank's
        Percentage of the Revolving Facility, (ii) each prepayment of the
        Revolving Notes shall be made to the Agent not later than 12:00 Noon,
        Minneapolis, Minnesota time, on a Business Day, and funds received after
        that hour shall be deemed to have been received by the Agent on the next
        following Business Day, (iii) each partial prepayment of Fundings which,
        at the time of such prepayment, bear interest at a Eurodollar Rate shall
        be accompanied by accrued interest on such partial prepayment through
        the date of prepayment and additional compensation calculated in
        accordance with Section 2.18, (iv) each partial prepayment of Fundings
        which, at the time of such prepayment, bear interest at a Eurodollar
        Rate, shall be in an aggregate amount equal to the applicable minimum
        Funding amount specified in Section 2.2, and, after application of any
        such prepayment, shall not result in a Eurodollar Rate Funding remaining
        outstanding in an amount less than such minimum Funding amount, and (v)
        each partial prepayment of Fundings which, at the time of such
        prepayment, bear interest at a Floating Rate, shall be in an aggregate
        amount equal to $500,000 or a higher integral multiple of $500,000,
        unless (in either case) the aggregate outstanding balance of all
        Revolving Notes being prepaid is less than such minimum Funding amount.

                                      -22-



                Section 2.15.  Payments.

                (a)     Making of Payments. All payments of principal of and
        interest due shall be made to the Agent for the account of the Banks pro
        rata according to their respective Percentages; provided, that any such
        payments so received by the Agent after the termination of the Revolving
        Commitments following the occurrence of an Event of Default hereunder
        shall be allocated among the Banks pro rata according to their Default
        Percentages. All payments of fees pursuant to Section 2.12 shall be made
        to the Agent (i) for the account of the Agent as to all amounts
        specified in Section 2.12 as payable for the exclusive account of the
        Agent and (ii) for the account of the Banks pro rata according to their
        respective Percentages as to all fees specified in Section 2.12 as
        payable for the account of the Banks. All payments to the Agent shall be
        made to the Agent at its office in Minneapolis, Minnesota, not later
        than 12:00 Noon, Minneapolis, Minnesota time, on the date due, in
        immediately available funds, and funds received after that hour shall be
        deemed to have been received by the Agent on the next following Business
        Day. The Borrower hereby authorizes the Agent to charge the Borrower's
        demand deposit accounts maintained with the Agent (or with any other
        Bank) for the amount of any Obligation on its due date, but the Agent's
        failure to so charge any such account shall in no way affect the
        obligation of the Borrower to make any such payment. The Agent shall
        remit to each Bank in immediately available funds on the same Business
        Day as received by the Agent its share of all such payments received by
        the Agent for the account of such Bank. If the Agent fails to remit any
        payment to any Bank when required hereby, the Agent shall pay interest
        on demand to that Bank for each day during the period commencing on the
        date such remittance was due until the date such remittance is made at
        an annual rate equal to the Federal Funds Rate for such day. All
        payments under Section 2.16, 2.17 or 2.18 shall be made by the Borrower
        directly to the Bank entitled thereto.

                (b)     Effect of Payments. Each payment by the Borrower to the
        Agent for the account of any Bank pursuant to Section 2.15(a) shall be
        deemed to constitute payment by the Borrower directly to such Bank,
        provided, however, that in the event any such payment by the Borrower to
        the Agent is required to be returned to the Borrower for any reason
        whatsoever, then the Borrower's obligation to such Bank with respect to
        such payment shall be deemed to be automatically reinstated.

                (c)     Distributions by Agent. Unless the Agent shall have been
        notified by a Bank or the Borrower prior to the date on which such Bank
        or the Borrower are scheduled to make payment to the Agent of (in the
        case of a Bank) the proceeds of an Advance to be made by it hereunder or
        (in the case of the Borrower) a payment to the Agent for the account of
        one or more of the Banks hereunder (such payment by a Bank or the
        Borrower (as the case may be) being herein called a "Required Payment"),
        which notice shall be effective upon receipt, that it does not intend to
        make the Required Payment to the Agent, the Agent may assume that the
        Required Payment has been made and may, in reliance upon such assumption
        (but shall not be

                                      -23-



        required to), make the amount thereof available to the intended
        recipient(s) on such date and, if such Bank or the Borrower (as the case
        may be) has not in fact made the Required Payment to the Agent, the
        recipient(s) of such payment shall, on demand, repay to the Agent the
        amount so made available together with interest thereon for each day
        during the period commencing on the date such amount was so made
        available by the Agent until the date the Agent recovers such amount at
        a rate (i) equal to the Federal Funds Rate for such day, in the case of
        a Required Payment owing by a Bank, or (ii) equal to the applicable rate
        of interest as provided in this Agreement, in the case of a Required
        Payment owing by the Borrower.

                (d)     Setoff. The Borrower agrees that each Bank, subject to
        such Bank's sharing obligations set forth in Section 8.6, shall have all
        rights of setoff and bankers' lien provided by applicable law, and in
        addition thereto, the Borrower agrees that if at any time any Obligation
        is due and owing by the Borrower under this Agreement or the other Loan
        Documents to any Bank at a time when an Event of Default has occurred
        and is continuing hereunder, any Bank may apply any and all balances,
        credits, and deposits, accounts or moneys of the Borrower then or
        thereafter in the possession of such Bank (excluding, however, any trust
        or escrow accounts held by the Borrower for the benefit of any third
        party) to the payment thereof.

                (e)     Due Date Extension. If any payment of principal of or
        interest on any Floating Rate Funding or any fees payable hereunder
        falls due on a day which is not a Business Day, then such due date shall
        be extended to the next following Business Day, and (in the case of
        principal) additional interest shall accrue and be payable for the
        period of such extension.

                (f)     Application of Payments. Except as otherwise provided
        herein, so long as no Default or Event of Default has occurred and is
        continuing hereunder, each payment received from the Borrower shall be
        applied to such Obligation as the Borrower shall specify by notice to be
        received by the Agent on or before the date of such payment, or in the
        absence of such notice, as the Agent shall determine in its discretion.
        Concurrently with each remittance to any Bank of its appropriate share
        of any such payment (based upon such Bank's Percentage), the Agent shall
        advise such Bank as to the application of such payment. Except as
        otherwise provided in Article VIII, after the termination of the
        Revolving Commitments following the occurrence of a Default or Event of
        Default, all payments received by the Agent or any Bank from the
        Borrower shall be shared on the basis of each Bank's Default Percentage
        thereof.

                Section 2.16.  Taxes. All payments made by the Borrower to the
Agent or any Bank (herein any "Payee") under or in connection with this
Agreement or the Revolving Notes shall be made without any setoff or other
counterclaim, and shall be free and clear of and without deduction for or on
account of any present or future taxes now or hereafter imposed by any
governmental or other authority, except to the extent that any such deduction or
withholding is compelled by law. As used herein, the term "Taxes" shall include
all

                                      -24-



income, excise and other taxes of whatever nature (other than taxes generally
assessed on the overall net income of a Payee by the government or other
authority of the country, state or political subdivision in which such Payee is
incorporated or in which the office through which such Payee is acting is
located) as well as all levies, imposts, duties, charges, or fees of whatever
nature. "Taxes" shall not include, however, any foreign withholding taxes or
similar deductions imposed solely as a result of a Bank's election to fund an
Advance through a foreign office of such Bank. If the Borrower is compelled by
law to make any deductions or withholdings on account of any Taxes (including
any foreign withholding) the Borrower will:

                (a)     pay to the relevant authorities the full amount required
        to be so withheld or deducted;

                (b)     pay such additional amounts (including, without
        limitation, any penalties, interest or expenses) as may be necessary in
        order that the net amount received by the Payee after such deductions or
        withholdings (including any required deduction or withholding on such
        additional amounts) shall equal the amount the Payee would have received
        had no such deductions or withholdings been made; and

                (c)     promptly forward to the Agent (for delivery to the
        appropriate Payee) an official receipt or other documentation
        satisfactory to the Agent evidencing such payment to such authorities.

The amount that the Borrower shall be required to pay to any Payee pursuant to
the foregoing clause (b) shall be reduced, to the extent permitted by applicable
law, by the amount of any offsetting tax benefit which such Payee receives as
the result of the Borrower's payment to the relevant authorities as reasonably
determined by such Payee; provided, however, that if such Payee shall
subsequently determine that it has lost the benefit of all or a portion of such
tax benefit, the Borrower shall promptly remit to such Payee the amount
certified by such Payee to be the amount necessary to restore such Payee to the
position it would have been in if no payment had been made pursuant to this
sentence. If any Taxes otherwise payable by the Borrower pursuant to the
foregoing are directly asserted against a Payee, such Payee may pay such taxes
and the Borrower promptly shall reimburse such Payee to the full extent
otherwise required under this Section 2.16. The obligations of the Borrower
under this Section 2.16 shall survive any termination of this Agreement.

                If circumstances arise in respect of any Bank which would, or
would upon the giving of notice, result in any liability of the Borrower under
this Section 2.16 then, without in any way limiting, reducing or otherwise
qualifying the Borrower's obligations under this Section 2.16 such Bank shall
promptly, upon becoming aware of the same, notify the Agent and the Borrower
thereof and shall, in consultation with the Agent and the Borrower and to the
extent that it can do so without, in its reasonable judgment, disadvantaging
itself, take such reasonable steps as may be available to it to mitigate the
effects of such circumstances (including, without limitation, the designation of
an alternate office or the transfer of its Eurodollar Rate Fundings to another
office). If and so long as a Bank has been unable to

                                      -25-



take, or has not taken, steps reasonably acceptable to the Borrower to mitigate
the effect of the circumstances in question, such Bank shall be obliged, at the
request of the Borrower, to assign all its rights and obligations hereunder to
another Person designated by the Borrower with the approval of the Agent (which
shall not be unreasonably withheld) which is willing to participate in the
Revolving Facility in place of such Bank; provided that such Person satisfies
all of the requirements of this Agreement, including, but not limited to,
providing the forms and documents required by Section 8.14 and any such Person
shall cover all costs incurred in connection with effecting such replacement.

                Section 2.17.  Increased Costs; Capital Adequacy; Funding
Exceptions.

                (a)     Increased Costs on Eurodollar Rate Advances. If
        Regulation D of the Board of Governors of the Federal Reserve System or
        after the date of this Agreement the adoption of any applicable law,
        rule or regulation, or any change in any existing law, or any change in
        the interpretation or administration thereof by any governmental
        authority, central bank or comparable agency charged with the
        interpretation or administration thereof, or compliance by a Bank with
        any request or directive (whether or not having the force of law) of any
        such authority, central bank or comparable agency, shall:

                        (i)     subject a Bank to or cause the withdrawal or
                termination of any exemption previously granted to a Bank with
                respect to, any tax, duty or other charge with respect to its
                Eurodollar Rate Fundings or its obligation to make Eurodollar
                Rate Fundings, or shall change the basis of taxation of payments
                to a Bank of the principal of or interest under this Agreement
                in respect of its Eurodollar Rate Fundings or its obligation to
                make Eurodollar Rate Fundings (except for changes in the rate of
                tax on the overall net income of a Bank imposed by the
                jurisdictions in which a Bank's principal executive office is
                located); or

                        (ii)    impose, modify or deem applicable any reserve
                (including, without limitation, any reserve imposed by the Board
                of Governors of the Federal Reserve System, but excluding any
                reserve included in the determination of interest rates pursuant
                to Section 2.5), special deposit or similar requirement against
                assets of, deposits with or for the account of, or credit
                extended by, a Bank; or

                        (iii)   impose on a Bank any other condition affecting
                its making, maintaining or funding of its Eurodollar Rate
                Fundings or its obligation to make Eurodollar Rate Fundings;

        and the result of any of the foregoing is to increase the cost to an
        affected Bank of making or maintaining any Eurodollar Rate Funding, or
        to reduce the amount of any sum received or receivable by such Bank
        under this Agreement or under its Revolving Note with respect to a
        Eurodollar Rate Funding, then the affected Bank will notify the

                                      -26-



        Borrower and the Agent of such increased cost and within fifteen (15)
        days after demand by such Bank (which demand shall be accompanied by a
        statement setting forth the basis of such demand) the Borrower shall pay
        to such Bank such additional amount or amounts as will compensate the
        Bank for such increased cost or such reduction; provided, however, that
        no such increased cost or such reduction shall be payable by the
        Borrower for any period longer than ninety (90) days prior to the date
        on which notice thereof is delivered to the Borrower. Each Bank will
        promptly notify the Borrower of any event of which it has knowledge,
        occurring after the date hereof, which will entitle such Bank to
        compensation pursuant to this Section 2.17 If the Borrower receives
        notice from a Bank of any event which will entitle such Bank to
        compensation pursuant to this Section 2.17 the Borrower may prepay any
        then outstanding Eurodollar Rate Fundings or notify the affected Bank
        that any pending request for a Eurodollar Rate Funding shall be deemed
        to be a request for a Floating Rate Funding, in each case subject to the
        provisions of Section 2.18.

                (b)     Capital Adequacy. If a Bank determines at any time that
        such Bank's Return has been reduced as a result of any Capital Adequacy
        Rule Change, such Bank may require the Borrower to pay to such Bank the
        amount necessary to restore such Bank's Return to what it would have
        been had there been no Capital Adequacy Rule Change. For purposes of
        this Section 2.17(b), the following definitions shall apply:

                        (i)     "Return", for any calendar quarter or shorter
                period, means the percentage determined by dividing (A) the sum
                of interest and ongoing fees earned by a Bank under this
                Agreement during such period by (B) the average capital such
                Bank is required to maintain during such period as a result of
                its being a party to this Agreement, as determined by such Bank
                based upon its total capital requirements and a reasonable
                attribution formula that takes account of the Capital Adequacy
                Rules then in effect. Return may be calculated for a Bank for
                each calendar quarter and for the shorter period between the end
                of a calendar quarter and the date of termination in whole of
                this Agreement.

                        (ii)    "Capital Adequacy Rule" means any law, rule,
                regulation or guideline regarding capital adequacy that applies
                to a Bank, or the interpretation thereof by any governmental or
                regulatory authority. Capital Adequacy Rules include rules
                requiring financial institutions to maintain total capital in
                amounts based upon percentages of outstanding loans, binding
                loan commitments and letters of credit.

                        (iii)   "Capital Adequacy Rule Change" means any change
                in any Capital Adequacy Rule occurring after the date of this
                Agreement, but does not include any changes in applicable
                requirements that at the date hereof are scheduled to take place
                under the existing Capital Adequacy Rules or any increases in
                the capital that a Bank is required to maintain to the extent
                that the

                                      -27-



                increases are required due to a regulatory authority's
                assessment of such Bank's financial condition.

        The initial notice sent by a Bank shall be sent as promptly as
        practicable after such Bank learns that its Return has been reduced,
        shall include a demand for payment of the amount necessary to restore
        such Bank's Return for the quarter in which the notice is sent, and
        shall state in reasonable detail the cause for the reduction in such
        Bank's Return and such Bank's calculation of the amount of such
        reduction. Thereafter, a Bank may send a new notice during each calendar
        quarter setting forth the calculation of the reduced Return for that
        quarter and including a demand for payment of the amount necessary to
        restore such Bank's Return for that quarter. A Bank's calculation in any
        such notice shall be conclusive and binding absent demonstrable error.

                (c)     Basis for Determining Interest Rate Inadequate or
        Unfair. If with respect to any Interest Period:

                        (i)     the Agent determines that, or the Required Banks
                determine and advise the Agent that, deposits in U.S. dollars
                (in the applicable amounts) are not being offered in the London
                interbank eurodollar market for such Interest Period; or

                        (ii)    the Agent otherwise determines, or the Required
                Banks determine and advise the Agent (which determination shall
                be binding and conclusive on all parties), that by reason of
                circumstances affecting the London interbank eurodollar market
                adequate and reasonable means do not exist for ascertaining the
                applicable Eurodollar Rate; or

                        (iii)   the Agent determines, or the Required Banks
                determine and advise the Agent, that the Eurodollar Rate as
                determined by the Agent will not adequately and fairly reflect
                the cost to the Banks of maintaining or funding a Eurodollar
                Rate Funding for such Interest Period, or that the making or
                funding of Eurodollar Rate Fundings has become impracticable as
                a result of an event occurring after the date of this Agreement
                which in the opinion of such Banks materially affects such
                Eurodollar Rate Fundings;

        then the Agent shall promptly notify the affected parties and (A) in the
        event of any occurrence described in the foregoing clause (i) the
        Borrower shall enter into good faith negotiations with each affected
        Bank in order to determine an alternate method to determine the
        Eurodollar Rate for such Bank, and during the pendency of such
        negotiations with any Bank, such Bank shall be under no obligation to
        make any new Eurodollar Rate Fundings, and (B) in the event of any
        occurrence described in the foregoing clauses (ii) or (iii), for so long
        as such circumstances shall continue, no Bank shall be under any
        obligation to make any new Eurodollar Rate Fundings.

                                      -28-



                (d)     Illegality. In the event that any change in (including
        the adoption of any new) applicable laws or regulations, or any change
        in the interpretation of applicable laws or regulations by any
        governmental authority, central bank, comparable agency or any other
        regulatory body charged with the interpretation, implementation or
        administration thereof, or compliance by a Bank with any request or
        directive (whether or not having the force of law) of any such
        authority, central bank, comparable agency or other regulatory body,
        should make it or, in the good faith judgment of the affected Bank,
        shall raise a substantial question as to whether it is unlawful for such
        Bank to make, maintain or fund Eurodollar Rate Fundings, then (i) the
        affected Bank shall promptly notify the Borrower and the Agent, (ii) the
        obligation of the affected Bank to make, maintain or convert into
        Eurodollar Rate Fundings shall, upon the effectiveness of such event, be
        suspended for the duration of such unlawfulness, and (iii) for the
        duration of such unlawfulness, any notice by the Borrower pursuant to
        Sections 2.3, 2.4 or 2.5 requesting the affected Bank to make or convert
        into Eurodollar Rate Fundings shall be construed as a request to make or
        to continue making Floating Rate Fundings.

                (e)     Procedures to Mitigate. If circumstances arise in
        respect of any Bank which would or would upon the giving of notice
        result in any liability of the Borrower under this Section 2.17 then,
        without in any way limiting, reducing or otherwise qualifying the
        Borrower's obligations under this Section 2.17, such Bank shall
        promptly, upon becoming aware of the same, notify the Agent and the
        Borrower thereof and shall, in consultation with the Agent and the
        Borrower and to the extent that it can do so without, in its reasonable
        judgment, disadvantaging itself, take such reasonable steps as may be
        available to it to mitigate the effects of such circumstances
        (including, without limitation, the designation of an alternate office
        or the transfer of its Eurodollar Rate Fundings to another office). If
        and so long as a Bank has been unable to take, or has not taken, steps
        reasonably acceptable to the Borrower to mitigate the effect of the
        circumstances in question, such Bank shall be obliged, at the request of
        the Borrower, to assign all its rights and obligations hereunder to
        another Person designated by the Borrower with the approval of the Agent
        (which shall not be unreasonably withheld) and willing to participate in
        the Revolving Facility in place of such Bank; provided that such Person
        satisfies all of the requirements of this Agreement, including, but not
        limited to, providing the forms and documents required by Section 8.14
        and any such Person shall cover all costs incurred in connection with
        effecting such replacement.

                Section 2.18.  Funding Losses. The Borrower hereby agrees that
upon demand by any Bank (which demand shall be accompanied by a statement
setting forth the basis for the calculations of the amount being claimed) the
Borrower will indemnify such Bank against any loss or expense which such Bank
may have sustained or incurred (including, without limitation, any net loss or
expense incurred by reason of the liquidation or reemployment of deposits or
other funds acquired by such Bank to fund or maintain Eurodollar Rate Fundings)
or which such Bank may be deemed to have sustained or incurred, as reasonably
determined

                                      -29-



by such Bank, (i) as a consequence of any failure by the Borrower to make any
payment when due of any amount due hereunder in connection with any Eurodollar
Rate Fundings, (ii) due to any failure of the Borrower to borrow or convert any
Eurodollar Rate Fundings on a date specified therefor in a notice thereof or
(iii) due to any payment or prepayment of any Eurodollar Rate Funding on a date
other than the last day of the applicable Interest Period for such Eurodollar
Rate Funding. For this purpose, all notices under Sections 2.3, 2.4 and 2.5
shall be deemed to be irrevocable.

                Section 2.19.  Right of Banks to Fund through Other Offices.
Each Bank, if it so elects, may fulfill its agreements hereunder with respect to
any Eurodollar Rate Funding by causing a foreign branch or affiliate of such
Bank to make such Eurodollar Rate Funding; provided, that in such event the
obligation of the Borrower to repay such Eurodollar Rate Funding shall
nevertheless be to such Bank and such Eurodollar Rate Funding shall be deemed
held by such Bank for the account of such branch or affiliate.

                Section 2.20.  Discretion of Banks as to Manner of Funding.
Notwithstanding any provision of this Agreement to the contrary, each Bank shall
be entitled to fund and maintain all or any part of its Eurodollar Rate Fundings
in any manner it deems fit, it being understood, however, that for the purposes
of this Agreement (specifically including, without limitation, Section 2.18
hereof) all determinations hereunder shall be made as if each Bank had actually
funded and maintained each Eurodollar Rate Funding during each Interest Period
for such Eurodollar Rate Funding through the purchase of deposits having a
maturity corresponding to such Interest Period and bearing an interest rate
equal to the appropriate Eurodollar Rate for such Interest Period.

                Section 2.21.  Conclusiveness of Statements; Survival of
Provisions. Determinations and statements of a Bank pursuant to Section 2.16,
2.17, or 2.18 shall be conclusive absent demonstrable error. Each Bank may use
reasonable averaging and attribution methods in determining compensation
pursuant to such Sections 2.16, 2.17 or 2.18 and the provisions of Sections
2.16, 2.17 and 2.18 shall survive termination of this Agreement.

                                   ARTICLE III

                              CONDITIONS OF LENDING

                Section 3.1.   Conditions Precedent to the Initial Borrowing.
The obligation of the Banks to fund the initial request for a Borrowing or issue
any Letter of Credit is subject to the condition precedent that the Agent shall
have received the following, each in form and substance satisfactory to the
Agent:

                (a)     The Revolving Notes, properly executed on behalf of the
        Borrower.

                (b)     The Guaranties, properly executed on behalf of the
        Guarantors.

                                      -30-



                (c)     The Master Agreement for Standby Letters of Credit,
        properly executed on behalf of the Borrower.

                (d)     Current searches of appropriate filing offices showing
        that no state or federal tax liens have been filed and remain in effect
        against the Borrower or either Guarantor, and that no financing
        statements or other notifications or filings have been filed and remain
        in effect against the Borrower or either Guarantor, other than those for
        which the Agent has received an appropriate release, termination or
        satisfaction or those permitted in accordance with Section 6.1 of this
        Agreement.

                (e)     A certified copy of the resolutions of the board of
        directors of the Borrower and each of the Guarantors, respectively,
        evidencing approval of all Loan Documents to which the Borrower or such
        Guarantor, as applicable, is a party and the other matters contemplated
        hereby.

                (f)     Copies of the Articles of Incorporation and Bylaws of
        the Borrower and each of the Guarantors, respectively, certified by the
        Secretary or Assistant Secretary of the Borrower and such Guarantor, as
        applicable, as being true and correct copies thereof.

                (g)     Certificates of good standing of the Borrower and each
        of the Guarantors, respectively, dated not more than thirty (30) days
        prior to the date hereof, and evidence satisfactory to the Agent that
        the Borrower and each of the Guarantors are qualified to conduct their
        respective businesses in each state where they presently conduct such
        business.

                (h)     A signed copy of a certificate of the Secretary or an
        Assistant Secretary of the Borrower and each of the Guarantors,
        respectively, which shall certify the names of the officers of such
        Borrower or such Guarantor, as applicable, authorized to sign the Loan
        Documents and the other documents or certificates to be delivered
        pursuant to this Agreement, including requests for Advances and
        Eurodollar Rate Fundings, together with the true signatures of such
        officers. The Agent and each Bank may conclusively rely on such
        certificates until they shall receive a further certificate of the
        Secretary or an Assistant Secretary of the Borrower and each such
        Guarantor, respectively, canceling or amending the prior certificate and
        submitting the signatures of the officers named in such further
        certificate.

                (i)     Audited financial statements acceptable to the Banks for
        the period ended August 29, 1998 for the Borrower and its Subsidiaries
        and unaudited, internally-prepared financial statements for the period
        ended June 26, 1999 for the Borrower and its Subsidiaries.

                (j)     A signed copy of an opinion of counsel for the Borrower
        and the Guarantors, addressed to the Agent and the Banks.

                                      -31-



                (k)     Payment of all fees and expenses then due and payable
        pursuant to Sections 2.12 and 9.4 hereof.

                (l)     Such other items as the Agent or the Required Banks
        shall reasonably require.

                Section 3.2.   Conditions Precedent to All Borrowings. The
obligation of the Banks to fund each request for a Borrowing or to issue each
Letter of Credit shall be subject to the further conditions precedent that on
such date:

                (a)     the representations and warranties contained in Article
        IV hereof are correct in all material respects on and as of the date of
        such Advance as though made on and as of such date; and

                (b)     no event has occurred and is continuing, or would result
        from such Advance, which constitutes a Default or an Event of Default.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

                The Borrower represents and warrants to the Banks as follows:

                Section 4.1.   Corporate Existence and Power; Name; Chief
Executive Office. The Borrower and each of its Subsidiaries is a corporation
duly incorporated, validly existing and in good standing under the laws of its
respective state of incorporation, and is duly licensed or qualified to transact
business in all jurisdictions where the character of the property owned or
leased or the nature of the business transacted by it makes such licensing or
qualification necessary. The Borrower and each of its Subsidiaries has all
requisite power and authority, corporate or otherwise, to conduct its business,
to own its properties and to execute and deliver, and to perform all of its
obligations under, the Loan Documents to which it is a party. Within the last
twelve (12) months, the Borrower and each of its Subsidiaries has done business
solely under the names set forth in Schedule 4.1 hereto. The chief executive
office and principal place of business of the Borrower and each of its
Subsidiaries is located at the address set forth in Schedule 4.1 hereto, and all
of the records relating to the businesses of the Borrower and each of its
Subsidiaries are kept at that location.

                Section 4.2.   Authorization for Borrowings; No Conflict as to
Law or Agreements. The execution, delivery and performance by the Borrower and
its Subsidiaries of the Loan Documents to which it is a party, and the Advances
made and Letters of Credit issued from time to time hereunder, have been duly
authorized by all necessary corporate action and do not and will not (i) require
any consent or approval which has not been obtained prior to the date hereof,
(ii) require any authorization, consent or approval by, or registration,
declaration or filing (other than filing of financing statements as contemplated
hereunder) with, or notice to, any governmental department, commission, board,
bureau,

                                      -32-



agency or instrumentality, domestic or foreign, or any third party, except such
authorization, consent, approval, registration, declaration, filing or notice as
has been obtained, accomplished or given prior to the date hereof, (iii) violate
any provision of any law, rule or regulation (including, without limitation,
Regulation X of the Board of Governors of the Federal Reserve System) or of any
order, writ, injunction or decree presently in effect having applicability to
the Borrower or any of its Subsidiaries or of the articles of incorporation,
bylaws or other organizational documents of the Borrower or any of its
Subsidiaries, (iv) result in a breach of or constitute a default under any
indenture or loan or credit agreement or any other material agreement, lease or
instrument to which the Borrower or any of its Subsidiaries is a party or by
which it or its properties may be bound or affected, or (v) result in, or
require, the creation or imposition of any mortgage, deed of trust, pledge,
lien, security interest or other charge or encumbrance of any nature upon or
with respect to any of the properties now owned or hereafter acquired by the
Borrower or any of its Subsidiaries (other than as required hereunder in favor
of the Banks).

                Section 4.3.   Legal Agreements. Each of the Loan Documents to
which the Borrower or any of its Subsidiaries is a party constitutes the legal,
valid and binding obligations and agreements of the Borrower or such Subsidiary,
as applicable, enforceable against the Borrower or such Subsidiary, as
applicable, in accordance with its terms.

                Section 4.4.   Subsidiaries. Schedule 4.4 attached hereto is a
complete and correct list of all Subsidiaries and Affiliates of the Borrower and
the percentage of the ownership of the Borrower or any Subsidiary in each such
Subsidiary or Affiliate as of the date of this Agreement. All shares of each
Subsidiary and Affiliate owned by the Borrower or any Subsidiary are validly
issued and fully paid and non-assessable.

                Section 4.5.   Financial Condition; No Adverse Change. The
Borrower has furnished to the Agent the audited financial statements for the
period ended August 29, 1998 for the Borrower and its Subsidiaries and
unaudited, internally-prepared financial statements for the period ended June
26, 1999 for the Borrower and its Subsidiaries. Those financial statements
fairly present the financial condition of the Borrower and its Subsidiaries on
the dates thereof and the results of operations for the periods then ended
(subject to year-end audit adjustments) and were prepared in accordance with
GAAP. Since the date of the financial statements described above, there has not
occurred any event or circumstance that would have a Material Adverse Effect.

                Section 4.6.   Litigation. There are no actions, suits or
proceedings pending or, to the knowledge of the Borrower, threatened against or
affecting the Borrower or any of its Subsidiaries or the properties of the
Borrower or any of its Subsidiaries before any court or governmental department,
commission, board, bureau, agency or instrumentality, domestic or foreign,
which, if determined adversely to the Borrower or such Subsidiary, could
reasonably be expected to have a Material Adverse Effect, except as set forth
and described in Schedule 4.6.

                                      -33-



                Section 4.7.   Regulation U. None of the Borrower or any of its
Subsidiaries has engaged in the business of extending credit for the purpose of
purchasing or carrying margin stock (within the meaning of Regulation U of the
Board of Governors of the Federal Reserve System), and no part of the proceeds
of any Advance will be used to purchase or carry any margin stock or to extend
credit to others for the purpose of purchasing or carrying any margin stock.

                Section 4.8.   Taxes. The Borrower and each of its Subsidiaries
has paid or caused to be paid to the proper authorities when due all federal,
state and local taxes required to be withheld by it. The Borrower and each of
its Subsidiaries has filed all federal, state and local tax returns which to the
knowledge of the officers of the Borrower or its Subsidiaries, are required to
be filed, and the Borrower and each of its Subsidiaries has paid or caused to be
paid to the respective taxing authorities all taxes as shown on said returns or
on any assessment received by it to the extent such taxes have become due,
except for any such tax, assessment, charge or claim whose amount, applicability
or validity is being contested by the Borrower or such Subsidiary, as
applicable, in good faith and by proper proceedings and for which the Borrower
or any such Subsidiary, as applicable, shall have set aside adequate reserves.

                Section 4.9.   Titles and Liens. The Borrower or its
Subsidiaries have good and absolute title to all properties and assets reflected
in the latest consolidated balance sheets referred to in Section 4.5, free and
clear of all mortgages, security interests, liens and encumbrances, except for
(a) mortgages, security interests and liens permitted by Section 6.1, and (b)
covenants, restrictions, rights, easements and minor irregularities in title
which do not (i) materially interfere with the business or operations of the
Borrower or its Subsidiaries as presently conducted and (ii) materially impair
the value of the property to which they attach. In addition, no financing
statement naming any of the Borrower or its Subsidiaries as debtor is on file in
any office except to perfect only security interests permitted by Section 6.1.

                Section 4.10.  Plans. Except as set forth and described in
Schedule 4.10, none of the Borrower or any of its Subsidiaries currently
maintains or has in the past maintained any Plan. None of the Borrower or any of
its Subsidiaries has received any notice, nor has it received any knowledge to
the effect, that it is not in full compliance in all material respects with any
of the requirements of ERISA. No Reportable Event or other fact or circumstance
which would reasonably be expected to have an adverse effect on the Plan's tax
qualified status exists in connection with any Plan. None of the Borrower or any
of its Subsidiaries has:

                (a)     any accumulated funding deficiency within the meaning of
        ERISA; or

                (b)     any liability or know of any fact or circumstances which
        could result in any liability to the Pension Benefit Guaranty
        Corporation, the Internal Revenue Service, the Department of Labor or
        any participant in connection with any Plan (other than accrued benefits
        which are or which may become payable to participants or beneficiaries
        of any such Plan).

                                      -34-



                Section 4.11.  Default. The Borrower and each of its
Subsidiaries is in compliance with all provisions of all agreements,
instruments, decrees and orders to which it is a party or by which it or its
property is bound or affected, the breach or default of which could reasonably
be expected to have a Material Adverse Effect.

                Section 4.12.  Environmental Compliance. The Borrower and each
of its Subsidiaries have obtained all permits, licenses and other authorizations
which are required under federal, state and local laws and regulations relating
to emissions, discharges, releases of pollutants, contaminants, hazardous or
toxic materials, or wastes into ambient air, surface water, ground water or
land, or otherwise relating to the manufacture, processing, distribution, use,
treatment, storage, disposal, transport or handling of pollutants, contaminants
or hazardous or toxic materials or wastes ("Environmental Laws") at the
facilities of the Borrower or any of its Subsidiaries or in connection with the
operation of such facilities. Except as disclosed in Schedule 4.12, the Borrower
and each of its Subsidiaries and all activities of the Borrower and each of its
Subsidiaries at its respective facilities comply with all Environmental Laws and
with all terms and conditions of any required permits, licenses and
authorizations applicable to the Borrower or any such Subsidiary with respect
thereto. Except as disclosed in Schedule 4.12, the Borrower and each of its
Subsidiaries is in compliance with all limitations, restrictions, conditions,
standards, prohibitions, requirements, obligations, schedules and timetables
contained in Environmental Laws or contained in any plan, order, decree,
judgment or notice of which the Borrower or such Subsidiary is aware and with
respect to which noncompliance would have a Material Adverse Effect. Except as
disclosed in Schedule 4.12, none of the Borrower or any of its Subsidiaries is
aware of, nor has the Borrower or any of its Subsidiaries received notice of,
any events, conditions, circumstances, activities, practices, incidents, actions
or plans which may interfere with or prevent continued compliance with, or which
may give rise to any liability under, any Environmental Laws.

                Section 4.13.  Submissions to Banks. All financial and other
information provided to the Agent or any Bank by or on behalf of the Borrower
and its Subsidiaries in connection with the request for the credit facilities
contemplated hereby is true and correct in all material respects and, as to
projections, valuations or pro forma financial statements, present a good faith
opinion as of the date made as to such projections, valuations and pro forma
condition and results.

                Section 4.14.  Financial Solvency. Both before and after giving
effect to all of the transactions contemplated in the Loan Documents, the
Borrower and each of its Subsidiaries:

                (a)     was not and will not be insolvent, as that term is used
        and defined in Section 101(32) of the United States Bankruptcy Code and
        Section 2 of the Uniform Fraudulent Transfer Act;

                                      -35-



                (b)     does not have unreasonably small capital and is not
        engaged or about to engage in a business or a transaction for which any
        remaining assets of the Borrower or such Subsidiary, as applicable, are
        unreasonably small;

                (c)     does not, by executing, delivering or performing its
        obligations under the Loan Documents or by taking any action with
        respect thereto, intend to, nor believe that it will, incur debts beyond
        its ability to pay them as they mature;

                (d)     does not, by executing, delivering or performing its
        obligations under the Loan Documents or by taking any action with
        respect thereto, intend to hinder, delay or defraud either its present
        or future creditors; and

                (e)     does not contemplate filing a petition in bankruptcy or
        for an arrangement or reorganization or similar proceeding under any law
        any jurisdiction or country, and, to the best knowledge of the Borrower
        and each of its Subsidiaries, is not the subject of any bankruptcy or
        insolvency proceedings or similar proceedings under any law of any
        jurisdiction or country threatened or pending against the Borrower or
        any such Subsidiary.

                Section 4.15   Year 2000. The Borrower and each of its
Subsidiaries have evaluated all of the data processing systems necessary to the
conduct of its business (including computer hardware, software and firmware, and
including data processing systems embedded within equipment) and have
implemented such hardware and software modifications and upgrades as are
necessary for such systems to be Year 2000 Compliant in all material respects,
and all such systems are Year 2000 Compliant in all material respects. For
purposes hereof, "Year 2000 Compliant" means with respect to any data processing
system, (i) that such system accurately records, stores, processes and presents
date data with respect to dates on and after January 1, 2000 in the same manner,
and with substantially the same functionality, as such system records, stores,
processes and presents date data with respect to dates on and before December
31, 1999; and (ii) that such system accurately records, stores, processes and
presents date ranges beginning on or before December 31, 1999 and ending on or
after January 1, 2000, or occurring entirely on or after January 1, 2000, in the
same manner, and with substantially the same functionality, as such system
records, stores, processes and presents date ranges occurring entirely on or
before December 31, 1999.

                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

                So long as any Revolving Note or Letter of Credit shall remain
unpaid or outstanding or any Revolving Commitment shall be outstanding, the
Borrower will comply with the following requirements, unless the Required Banks
shall otherwise consent in writing:

                                      -36-



                Section 5.1.   Reporting Requirements. The Borrower will
deliver, or cause to be delivered, to each Bank each of the following, which
shall be in form and detail reasonably acceptable to the Required Banks:

                (a)     as soon as available, and in any event within 120 days
        after the end of each fiscal year of the Borrower, the annual audit
        report of the Borrower and its Subsidiaries with the unqualified opinion
        of independent certified public accountants selected by the Borrower and
        acceptable to the Agent, which annual report shall include the balance
        sheets of the Borrower and its Subsidiaries as at the end of such fiscal
        year and the related statements of income, retained earnings and cash
        flows of the Borrower and its Subsidiaries for the fiscal year then
        ended, prepared on a consolidated and consolidating basis, all in
        reasonable detail and prepared in accordance with GAAP, together with a
        certificate of the chief financial officer of the Borrower,
        substantially in the form of Exhibit E, stating that such annual audit
        report has been prepared in accordance with GAAP and whether or not such
        officer has knowledge of the occurrence of any Default or Event of
        Default hereunder and, if so, stating in reasonable detail the facts
        with respect thereto;

                (b)     as soon as available and in any event on or before the
        applicable Quarterly Financial Statement Due Date after the end of each
        fiscal quarter of the Borrower, an unaudited/internal balance sheet and
        statement of income, cash flow and retained earnings of the Borrower and
        its Subsidiaries as at the end of and for such quarter and for the
        year-to-date period then ended, prepared on a consolidated and
        consolidating basis, in reasonable detail and the figures for the
        corresponding date and periods in the previous year, all prepared in
        accordance with GAAP hereof, subject to year-end audit adjustments; and
        accompanied by a certificate of the chief financial officer of the
        Borrower, substantially in the form of Exhibit F, stating (i) that such
        financial statements have been prepared in accordance with GAAP, subject
        to year-end audit adjustments, (ii) whether or not such officer has
        knowledge of the occurrence of any Default or Event of Default hereunder
        not theretofore reported and remedied and, if so, stating in reasonable
        detail the facts with respect thereto, and (iii) all relevant facts in
        reasonable detail to evidence, and the computations as to (A) the status
        of the Borrower and its Subsidiaries for purposes of establishing the
        appropriate Eurodollar Rate Margin, Floating Rate Margin and Commitment
        Fee Percentage and (B) whether or not the Borrower and its Subsidiaries
        are in compliance with the requirements set forth in Sections 5.8
        through 5.10, 6.10 and 6.15;

                (c)     not later than thirty (30) days after the beginning of
        each fiscal year of the Borrower, the projected balance sheets, income
        statements, capital expenditures budget, and cash flow statements for
        the Borrower and its Subsidiaries for such year, each in reasonable
        detail, representing the good faith projections of the Borrower for such
        year, and certified by the chief financial officer of the Borrower as
        being the most accurate projections available and identical to the
        projections used by the

                                      -37-



        Borrower and its Subsidiaries for internal planning purposes, together
        with such supporting schedules and information as the Agent from time to
        time may reasonably request;

                (d)     immediately after the commencement thereof, notice in
        writing of all litigation and of all proceedings before any governmental
        or regulatory agency affecting the Borrower or any of its Subsidiaries
        of the type described in Section 4.6 or which (i) seek a monetary
        recovery against, the Borrower or any of its Subsidiaries in excess of
        $1,000,000; or (ii) if determined adversely to the Borrower or any of
        its Subsidiaries, could reasonably be expected to have a Material
        Adverse Effect.

                (e)     as promptly as practicable (but in any event not later
        than five (5) Business Days) after an officer of a Borrower obtains
        knowledge of the occurrence of a Default or Event of Default hereunder,
        notice of such occurrence, together with a detailed statement by a
        responsible officer of a Borrower setting forth the steps being taken by
        the Borrower or any of its Subsidiaries to cure the effect of such
        Default or Event of Default;

                (f)     as soon as possible and in any event within thirty (30)
        days after the Borrower knows or has reason to know that any Reportable
        Event with respect to any Plan has occurred, the statement of the chief
        financial officer of the Borrower setting forth details as to such
        Reportable Event and the action which the Borrower or any of its
        Subsidiaries proposes to take with respect thereto, together with a copy
        of the notice of such Reportable Event to the Pension Benefit Guaranty
        Corporation;

                (g)     as soon as possible, and in any event within ten (10)
        days after the Borrower or any of its Subsidiaries fails to make any
        quarterly contribution required with respect to any Plan under Section
        4.12(m) of the Internal Revenue Code of 1986, as amended, the statement
        of the chief financial officer of the Borrower setting forth details as
        to such failure and the action which the Borrower or any of its
        Subsidiaries proposes to take with respect thereto, together with a copy
        of any notice of such failure required to be provided to the Pension
        Benefit Guaranty Corporation;

                (h)     promptly upon obtaining knowledge thereof, notice of the
        violation by the Borrower or any of its Subsidiaries of any law, rule or
        regulation, the non-compliance with which could reasonably be expected
        to have a Material Adverse Effect;

                (i)     promptly upon their distribution, copies of all
        financial statements, reports, proxy statements and other communications
        which the Borrower shall have sent to its stockholders;

                (j)     promptly after the sending or filing thereof, copies of
        all regular and periodic financial reports which the Borrower or any of
        its Subsidiaries shall file with the Securities and Exchange Commission
        or any national securities exchange; and

                                      -38-



                (k)     such other information respecting the financial
        conditions and results of operation of the Borrower or any its
        Subsidiaries, as the Agent or the Required Banks may from time to time
        reasonably request.

                Section 5.2.   Books and Records; Inspection and Examination.
The Borrower will, and will cause each of its Subsidiaries to, keep accurate
books of record and account for itself pertaining to its business and financial
condition and such other matters as the Agent may from time to time request in
which true and complete entries will be made in accordance with GAAP
consistently applied and, upon request of and reasonable notice by the Agent,
will permit any officer, employee, attorney or accountant for any Bank to audit,
review, make extracts from or copy any and all of its corporate and financial
books and records at all reasonable times during ordinary business hours and to
discuss its affairs with any of its directors, officers, employees or agents.
The Borrower will, and will cause each of its Subsidiaries to, permit any Bank
or its employees, accountants, attorneys or agents, to examine and inspect any
of its property at any time during ordinary business hours; provided, that each
Bank will use reasonable efforts to conduct (or have conducted) any such
examination or inspection so as to minimize disruptions to operations.

                Section 5.3.   Compliance with Laws. The Borrower will, and will
cause each of its Subsidiaries to, (a) comply with the requirements of
applicable laws and regulations, the noncompliance with which would have a
Material Adverse Effect, (b) use and keep its assets, and will require that
others use and keep its assets, only for lawful purposes, without violation of
any federal, state or local law, statute or ordinance, the noncompliance with
which could reasonably be expected to have a Material Adverse Effect.

                Section 5.4.   Payment of Taxes and Other Claims. The Borrower
will pay or discharge, when due, and will cause each of its Subsidiaries to pay
or discharge, when due, (a) all taxes, assessments and governmental charges
levied or imposed upon it or upon its income or profits, upon any properties
belonging to it prior to the date on which penalties attach thereto, (b) all
federal, state and local taxes required to be withheld by it, and (c) all lawful
claims for labor, materials and supplies which, if unpaid, might by law become a
lien or charge upon any of its properties; provided, neither the Borrower nor
any of its Subsidiaries shall be required to pay any such tax, assessment,
charge or claim whose amount, applicability or validity is being contested in
good faith by appropriate proceedings and for which the Borrower or such
Subsidiary, as applicable, has set aside adequate reserves in accordance with
GAAP.

                Section 5.5.   Maintenance of Properties. The Borrower will, and
will cause each of its Subsidiaries to, keep and maintain, all of its properties
necessary or useful in its business in good condition, repair and working order
(normal wear and tear excepted); provided, however, that nothing in this Section
5.5 shall prevent the Borrower or any of its Subsidiaries from discontinuing the
operation and maintenance of any of its properties if such discontinuance is, in
the reasonable judgment of the Borrower or such Subsidiary, as

                                      -39-



applicable, desirable in the conduct of the its business and not disadvantageous
in any material respect to the Banks.

                Section 5.6.   Insurance. The Borrower will, and will cause each
of its Subsidiaries to, obtain and all times maintain, insurance with insurers
believed by it to be responsible and reputable in such amounts and against such
risks as is usually carried by companies engaged in similar business and owning
similar properties in the same general areas in which it operates.

                Section 5.7.   Preservation of Corporate Existence. The Borrower
will, and will cause each of its Subsidiaries to, preserve and maintain its
corporate existence and all of its rights, privileges and franchises necessary
or desirable in the normal conduct of its business and shall conduct its
business in an orderly, efficient and regular manner.

                Section 5.8.   Fixed Charge Coverage Ratio. As of each Covenant
Computation Date, the Borrower and its Subsidiaries, on a consolidated basis,
will maintain a Fixed Charge Coverage Ratio at not less than 2.00 to 1.00.

                Section 5.9    Leverage Ratio. As of each Covenant Computation
Date, the Borrower and its Subsidiaries, on a consolidated basis, will maintain
a Leverage Ratio at not more than 3.00 to 1.00.

                Section 5.10   Minimum Net Worth. As of each Covenant
Computation Date, the Borrower and its Subsidiaries, on a consolidated basis,
will maintain a Net Worth at an amount not less than the amount set forth below
opposite the applicable Covenant Computation Date set forth below:

            Applicable Covenant                    Minimum Net
              Computation Date                     Worth Amount
     --------------------------------    --------------------------------

     Closing Date                                   $99,746,590

     February 26, 2000 and each              Required Net Worth Amount
     subsequent Covenant
     Computation Date

As used in this Section 5.10, the "Required Net Worth Amount" for any given
Covenant Computation Date is an amount equal to the sum of the minimum Net Worth
required as of the immediately preceding Covenant Computation Date, plus fifty
percent (50%) of the Net Income realized by the Borrower and its Subsidiaries,
on a consolidated basis, since such immediately preceding Covenant Computation
Date (with any net loss counting as zero in such calculation), plus fifty
percent (50%) of the net cash proceeds received by the Borrower and/or its
Subsidiaries from any equity offering made by the Borrower and/or its
Subsidiaries since such immediately preceding Covenant Computation Date.

                                      -40-



                Section 5.11   Merger of Fluoroware and Empak into the Borrower.
The Borrower will cause Fluoroware and Empak to merge into the Borrower, with
the Borrower as the surviving entity, on or before August 31, 2000.

                Section 5.12   Execution of Loan Documentation with Other Senior
Unsecured Creditors. On or before January 31, 2000, the Borrower and all
significant senior unsecured creditors of Fluoroware will enter into new loan
documentation with financial covenants and other terms and covenants acceptable
to the Banks, which new loan documentation will refinance such senior unsecured
indebtedness at the Borrower level (rather than at the Fluoroware level).

                                   ARTICLE VI

                               NEGATIVE COVENANTS

                So long as any Revolving Note or Letter of Credit shall remain
unpaid or outstanding or any Revolving Commitment shall be outstanding, the
Borrower will comply with the following requirements, unless the Required Banks
shall otherwise consent in writing:

                Section 6.1.   Liens. The Borrower will not, and will not permit
any Subsidiary to, create, incur or suffer to exist any mortgage, deed of trust,
pledge, lien, security interest, assignment or transfer upon or of any assets of
the Borrower or any such Subsidiary, now owned or hereafter acquired, to secure
any indebtedness; excluding from the operation of the foregoing (herein
"Permitted Liens"):

                (a)     mortgages, deeds of trust, pledges, liens, security
        interests and assignments in existence on the Closing Date and listed in
        Schedule 6.1 (other than those described in subsection (f) securing
        indebtedness for borrowed money on the Closing Date);

                (b)     liens for taxes or assessments or other governmental
        charges to the extent not required to be paid by Section 5.4;

                (c)     materialmen's, merchants', carriers', worker's,
        repairer's, or other like liens arising in the ordinary course of
        business to the extent not required to be paid by Section 5.4;

                (d)     pledges or deposits to secure obligations under worker's
        compensation laws, unemployment insurance and social security laws, or
        to secure the performance of bids, tenders, contracts (other than for
        the repayment of borrowed money) or leases or to secure statutory
        obligations or surety or appeal bonds, or to secure indemnity,
        performance or other similar bonds in the ordinary course of business;

                                      -41-



                (e)     zoning restrictions, easements, licenses, restrictions
        on the use of real property or minor irregularities in title thereto,
        which do not materially impair the use of such property in the operation
        of the business of the Borrower or any of its Subsidiaries or the value
        of such property for the purpose of such business; and

                (f)     purchase money mortgages, liens or security interests,
        including conditional sale agreements or other title retention
        agreements and leases which are in the nature of title retention
        agreements, upon or in property acquired after the Closing Date by the
        Borrower or any of its Subsidiaries, or mortgages, liens or security
        interests existing in such property at the time of the acquisition
        thereof; provided that no such mortgage, lien or security interest
        extends or shall extend to or cover any property of the Borrower or any
        of its Subsidiaries other than the property then being acquired and
        fixed improvements then or thereafter erected thereon.

                Section 6.2.   Indebtedness. The Borrower will not, and will not
permit any Subsidiary to, incur, create, assume, permit or suffer to exist, any
indebtedness or liability on account of deposits or advances or any indebtedness
for borrowed money, or any other indebtedness or liability evidenced by notes,
bonds, debentures or similar obligations, except:

                (a)     Obligations arising hereunder;

                (b)     indebtedness in existence on the Closing Date and listed
        in Schedule 6.2, but not including any extensions of renewals thereof;

                (c)     Capitalized Lease Liabilities and indebtedness of the
        Borrower or its Subsidiaries secured by security interests permitted by
        Section 6.1(f) in an aggregate amount not to exceed $20,000,000 at any
        time;

                (d)     indebtedness of Fluoroware in connection with the IDRB
        Financing, including, without limitation, the indebtedness or
        reimbursement obligations of Fluoroware with respect to the IDRB Letter
        of Credit;

                (e)     indebtedness or reimbursement obligations of the
        Borrower and/or any of its Subsidiaries with respect to any documentary
        letter of credit facility in an amount not to exceed $250,000 now or
        hereafter established by Norwest for the Borrower and/or any such
        Subsidiary, including any present or future extension, renewal or
        modification thereof permitted by Norwest;

                (f)     Subordinated Debt, or renewals thereof, provided that
        (a) it is subordinated to the prior payment of all indebtedness,
        reimbursement obligations and guaranties of the Borrower and its
        Subsidiaries in favor of the Banks on terms and conditions approved in
        writing by the Banks and (b) the aggregate amount of Subordinated Debt
        at any one time outstanding does not exceed $12,000,000;

                                      -42-



                (g)     an unsecured irrevocable standby letter of credit issued
        in the original amount of $1,669,918 by Norwest in favor of Firstar Bank
        of Minnesota, National Association, for the account of Fluoroware PEI,
        Inc., as the same is now and may hereafter be amended from time to time;

                (h)     an unsecured line of credit in an amount not to exceed
        2,000,000 German Marks of Fluoroware GmbH in favor of BW-Bank, including
        any present or future extension or renewal thereof (but not any increase
        thereof);

                (i)     an unsecured line of credit in an amount not to exceed
        2,000,000 German Marks of Fluoroware GmbH in favor of Commerzbank,
        including any present or future extension of renewal thereof (but not
        any increase thereof);

                (j)     an unsecured line of credit in an amount not to exceed
        408,000,000 Japanese Yen of Fluoroware Valqua Japan, K.K. in favor of
        Bank of Tokyo Mitsubishi, including any present or future extension or
        renewal thereof (but not any increase thereof);

                (k)     an unsecured line of credit in an amount not to exceed
        392,000,000 Japanese Yen of Fluoroware Valqua Japan, K.K. in favor of
        Sumitomo Bank, including any present or future extension or renewal
        thereof (but not any increase thereof);

                (l)     Rate Hedging Obligations covering notional amounts not
        exceeding $10,000,000 in aggregate at any one time; and

                (m)     a line of credit in an amount not to exceed 5,000,000
        Ringgits of Entegris Malaysia in favor of Malayan Bank Berhad including
        any present or future extension or renewal thereof (but not any increase
        thereof).

                Section 6.3.   Guaranties. The Borrower will not, and will not
permit any Subsidiary to, assume, guarantee, endorse or otherwise become
directly or contingently liable in connection with any obligations of any other
Person, except:

                (a)     guaranties of the Obligations arising hereunder;

                (b)     the endorsement of negotiable instruments for deposit or
        collection or similar transactions in the ordinary course of business;

                (c)     guaranties, endorsements and other direct or contingent
        liabilities in connection with the obligations of other Persons in
        existence on the Closing Date and listed in Schedule 6.3;

                (d)     a guaranty given by Fluoroware in favor of Norwest in
        connection with the letter of credit permitted by Section 6.2(f).

                                      -43-



                Section 6.4.   Investments. The Borrower will not, and will not
permit any Subsidiary to, purchase or hold beneficially any stock or other
securities or evidences of indebtedness of, make or permit to exist any loans or
advances to, or create or acquire any Subsidiary or make any investment or
acquire any interest whatsoever in, any other Person, except:

                (a)     investments (either directly or through mutual funds) in
        direct obligations of the United States of America or any agency or
        instrumentality thereof whose obligations constitute the full faith and
        credit obligations of the United States of America having a maturity of
        one year or less, commercial paper issued by a U.S. corporation rated
        "A-1" or "A-2" by Standard & Poors Corporation or "P-1" or "P-2" by
        Moody's Investors Service, certificates of deposit or bankers'
        acceptances having a maturity of one year or less issued by members of
        the Federal Reserve System having deposits in excess of $100,000,000
        (which certificates of deposit or bankers' acceptances are fully insured
        by the Federal Deposit Insurance Corporation) and such other investments
        as the Borrower shall request and the Banks shall approve in writing;

                (b)     any investment existing on the Closing Date by the
        Borrower or any of its Subsidiaries in the stock of any Subsidiary or in
        the stock of any Affiliate;

                (c)     loans and advances by a Subsidiary to the Borrower or
        another Subsidiary of the Borrower;

                (d)     loans to officers and employees of the Borrower or any
        of its Subsidiaries not exceeding at any one time an aggregate of
        $500,000;

                (e)     travel advances to officers and employees of the
        Borrower or any of its Subsidiaries or any other similar advances in the
        ordinary course of business;

                (f)     advances in the form of progress payments, prepaid rent
        or security deposits or any other similar advances in the ordinary
        course of business; and

                (g)     the acquisition of the stock or assets of another Person
        so long as:

                        (i)     prior to each such acquisition, the Borrower has
                                submitted to the Agent financial projections
                                which establish that, after giving effect to
                                such acquisition:

                                (A)     the Borrower and its Subsidiaries will
                                        be in compliance with all covenants and
                                        terms of this Agreement and the other
                                        Loan Documents through the Maturity
                                        Date, and

                                (B)     the Leverage Ratio of the Borrower and
                                        its Subsidiaries on a consolidated basis
                                        will be not more than 2.50 to 1.00 at
                                        all times through the Maturity Date, and

                                      -44-



                        (ii)    after giving effect to each such acquisition:

                                (A)     the acquired business of such Person is
                                        in the same line of business as an
                                        existing business of the Borrower or its
                                        Subsidiaries,

                                (B)     the Borrower and its Subsidiaries are in
                                        compliance with all covenants and terms
                                        of this Agreement and the other Loan
                                        Documents at all times through the
                                        Maturity Date,

                                (C)     all consideration (whether in the form
                                        of cash paid, indebtedness assumed or
                                        otherwise) given by the Borrower and its
                                        Subsidiaries for acquisitions permitted
                                        under this Section 6.4(g) shall not
                                        exceed (I) an aggregate amount of
                                        $25,000,000 during the fiscal year in
                                        which such acquisition occurs, and (II)
                                        an aggregate amount of $75,000,000
                                        during the period from the Closing Date
                                        through the Maturity Date, and

                                (D)     immediately after the closing of such
                                        acquisition, the Leverage Ratio of the
                                        Borrower and its Subsidiaries on a
                                        consolidated basis is not more than 2.50
                                        to 1.00.

                Section 6.5.   Restricted Payments. The Borrower will not,
during any fiscal year of the Borrower, pay any dividends or distributions
(other than dividends or distributions payable in shares of any stock of the
Borrower) on any shares of any class of stock of the Borrower or directly or
indirectly apply any assets of the Borrower to the redemption, retirement,
purchase or other acquisition of any shares of any class of stock of the
Borrower, except that the Borrower may apply its assets to purchase the
Borrower's issued and outstanding shares of common stock for retirement, if
after giving effect to any such purchase, the Borrower is in compliance with all
of the provisions of this Agreement.

                Section 6.6.   Sale or Transfer of Assets; Suspension of
Business Operations. The Borrower will not, and will not permit any of its
Subsidiaries to, sell, lease, assign, transfer or otherwise dispose of all or a
substantial part of its assets (whether in one transaction or in a series of
transactions) to any other Person; provided, however, that the restrictions
contained in this Section 6.6 shall not apply to or prevent:

                (a)     the conveyance, lease or transfer by a Subsidiary of all
        or part of its properties to the Borrower or to another wholly-owned
        Subsidiary of the Borrower;

                (b)     sales, leases and assignments by the Borrower or any of
        its Subsidiaries of its properties in the ordinary course of its
        business; or

                                      -45-



                (c)     sales or leases by the Borrower or any of its
        Subsidiaries of its surplus, obsolete or worn-out properties.

                Section 6.7    Restrictions on Issuance and Sale of Subsidiary
Stock. The Borrower will not:

                (a)     permit any of its Subsidiaries to issue or sell any
        shares of stock of any class of any Subsidiary to any other Person,
        except for the purpose of qualifying directors or satisfying preemptive
        rights or of paying a common stock dividend on, or splitting, common
        stock of such Subsidiary; or

                (b)     sell, transfer or otherwise dispose of any shares of
        stock of any class (except to a wholly owned Subsidiary of the Borrower
        or to qualify directors) of any Subsidiary or permit any Subsidiary to
        sell, transfer or otherwise dispose of (except to the Borrower or a
        wholly owned Subsidiary of the Borrower or to qualify directors) any
        shares of stock of any class of any other Subsidiary.

Notwithstanding the foregoing subsections (a) and (b) of this Section 6.7, the
Borrower may permit (i) any Subsidiary to issue such Subsidiary's stock to a
Person other than the Borrower or another Subsidiary in an aggregate amount not
to exceed ten percent (10%) of such Subsidiary's issued and outstanding stock,
and (ii) Nippon Valqua Industries Ltd. to own up to forty-nine percent (49%) of
the issued and outstanding stock of Nippon Fluoroware K.K.

                Section 6.8.   Consolidation and Merger; Asset Acquisitions. The
Borrower will not, and will not permit any of its Subsidiaries to, consolidate
with or merge into any Person, or permit any other Person to merge into it, or
acquire (in a transaction analogous in purpose or effect to a consolidation or
merger) all or substantially all the assets of any other Person, provided,
however, that the restrictions contained in this Section 6.8 shall not apply to
or prevent (i) the consolidation or merger of a Subsidiary with, or a conveyance
or transfer of its assets to, the Borrower (if the Borrower shall be the
continuing or surviving corporation) or (ii) the acquisition of assets of other
Persons permitted by Section 6.4(g).

                Section 6.9    Sale and Leaseback. Except with respect to
property sold and lease backed by the Borrower or any of its Subsidiaries within
90 days of the acquisition of such property by the Borrower or such Subsidiary,
the Borrower will not, and will not permit any of its Subsidiaries to, enter
into any arrangement, directly or indirectly, with any other Person whereby the
Borrower or such Subsidiary shall sell or transfer any real or personal
property, whether now owned or hereafter acquired, and then or thereafter rent
or lease as lessee such property or any part thereof or any other property which
the Borrower or such Subsidiary intends to use for substantially the same
purpose or purposes as the property being sold or transferred, if, after giving
effect to any such sale and leaseback, the aggregate sales price for all such
property sold and leased back by the Borrower and its Subsidiaries from and
after the Closing Date would exceed $1,000,000 in the aggregate.

                                      -46-



                Section 6.10   Subordinated Debt. The Borrower will not, and
will not permit any of its Subsidiaries to, (i) make any payment of, or acquire,
any Subordinated Debt except as expressly permitted by the terms of this
Agreement and the subordination provisions applicable to such Subordinated Debt;
(iii) amend or cancel the subordination provisions of such Subordinated Debt;
(iv) take or omit to take any action whereby the subordination of such
Subordinated Debt or any part thereof might be terminated, impaired or adversely
affected; or (v) omit to give the Agent prompt written notice of any default
under any agreement or instrument relating to such Subordinated Debt by reason
whereof such Subordinated Debt might become or be declared to be immediately due
and payable.

                Section 6.11.  Restrictions on Nature of Business. The Borrower
will not, and will not permit any of its Subsidiaries to, engage in any line of
business materially different from that in which it is presently engaged and
will not purchase, lease or otherwise acquire assets not related to its
business.

                Section 6.12   Prohibition of Entering into Negative Pledge
Arrangements. The Borrower will not, and will not permit any of its Subsidiaries
to, enter into any agreement or covenant with any Person (other than with the
Banks, with Norwest, with North Atlantic Life Insurance Company of America in
connection with the indebtedness scheduled on Schedule 6.1, with the First
National Bank of Chaska in connection with the indebtedness scheduled on
Schedule 6.1, with the Massachusetts Mutual in connection with the indebtedness
scheduled on Schedule 6.1, with Northern Life Insurance Company and Bankers
Security Life Insurance Company with respect to indebtedness scheduled on
Schedule 6.1, with American Family Life Insurance Company with respect to
indebtedness scheduled on Schedule 6.1, with Marubeni Corporation with respect
to indebtedness scheduled on Schedule 6.1, and with U.S. Bank National
Association with respect to indebtedness scheduled on Schedule 6.1) that
prohibits the Borrower or any of its Subsidiaries from creating, incurring,
assuming or suffering to exist mortgages, deeds of trust or other encumbrances
on any of its assets.

                Section 6.13.  Accounting. The Borrower will not, and will not
permit any of its Subsidiaries to, adopt any material change in accounting
principles, other than as required by GAAP, and will not adopt, permit or
consent to any change in its fiscal year.

                Section 6.14.  Hazardous Substances. The Borrower will not, and
will not permit any of its Subsidiaries to, cause or permit any Hazardous
Substances to be disposed of in any manner which might result in any material
liability to the Borrower or such Subsidiary, on, under or at any real property
which is operated by the Borrower or such Subsidiary or in which the Borrower or
such Subsidiary has any interest.

                                      -47-



                                   ARTICLE VII

                     EVENTS OF DEFAULT; RIGHTS AND REMEDIES

                Section 7.1.   Events of Default. "Event of Default", wherever
used herein, means any one of the following events:

                (a)     default in the payment of any principal of any Revolving
        Note when it becomes due and payable; or

                (b)     default in the payment of any reimbursement obligation
        in respect of any Letter of Credit when it becomes due and payable; or

                (c)     default in the payment of any interest on any Revolving
        Note when it becomes due and payable or any fees, costs or expenses
        required to be paid by the Borrower or either of the Guarantors under
        this Agreement or any other Loan Document when the same becomes due and
        payable; or

                (d)     default in the performance, or breach, of any covenant
        or agreement on the part of the Borrower contained in Sections 5.8
        through 5.11 or in Article VI; or

                (e)     default in the performance, or breach, of any covenant
        or agreement of the Borrower in this Agreement (other than a covenant or
        agreement a default in whose performance or whose breach is elsewhere in
        this Section 7.1 specifically dealt with) and the continuance of such
        default or breach for a period of thirty (30) calendar days after the
        Borrower has or should reasonably have had notice thereof; or

                (f)     default in the performance, or breach, of any covenant
        or agreement of the Borrower or either of the Guarantors in any Loan
        Document other than this Agreement (other than a covenant or agreement a
        default in whose performance or whose breach is elsewhere in this
        Section 7.1 specifically dealt with) and the continuance of such default
        or breach beyond the applicable period of grace, if any specified in
        such Loan Document; or

                (g)     the Borrower or any of its Subsidiaries shall be or
        become insolvent, or admit in writing its inability to pay its debts as
        they mature, or make an assignment for the benefit of creditors; or the
        Borrower or any of its Subsidiaries shall apply for or consent to the
        appointment of any receiver, trustee, or similar officer for it or for
        all or any substantial part of its property; or such receiver, trustee
        or similar officer shall be appointed without the application or consent
        of the Borrower or any such Subsidiary, as applicable; or the Borrower
        or any of its Subsidiaries shall institute (by petition, application,
        answer, consent or otherwise) any insolvency, reorganization,
        arrangement, readjustment of debt, dissolution, liquidation or similar
        proceeding relating to it under the laws of any jurisdiction; or any
        such proceeding shall be instituted (by petition, application or
        otherwise) against the Borrower or any of its

                                      -48-



        Subsidiaries; or any judgment, writ, warrant of attachment or execution
        or similar process shall be issued or levied against a substantial part
        of the property of the Borrower or any of its Subsidiaries and such
        judgment, writ, or similar process shall not be released, vacated or
        fully bonded within thirty (30) calendar days after its issue or levy;
        or

                (h)     a petition naming the Borrower or any of its
        Subsidiaries as debtor shall be filed under the United States Bankruptcy
        Code; or

                (i)     any representation or warranty made by the Borrower or
        any of its Subsidiaries in any Loan Document or by the Borrower or any
        of its Subsidiaries (or any of the officers of any such entity) in any
        request for a Borrowing, or in any other certificate, instrument, or
        statement contemplated by or made or delivered pursuant to or in
        connection with any Loan Document, shall prove to have been incorrect in
        any material respect when made; or

                (j)     the rendering against the Borrower or any of its
        Subsidiaries of a final judgment, decree or order for the payment of
        money in excess of $1,000,000 (unless the payment of such judgment is
        fully insured) and the continuance of such judgment, decree or order
        unsatisfied and in effect for any period of thirty (30) consecutive
        calendar days without a stay of execution; or

                (k)     a default under any bond, debenture, note,
        securitization agreement or other evidence of indebtedness or similar
        obligation of the Borrower or any of its Subsidiaries (other than a
        default whose breach is elsewhere in this Section 7.1 specifically dealt
        with) or under any indenture or other instrument under which any such
        evidence of indebtedness or similar obligation has been issued or by
        which it is governed and the expiration of the applicable period of
        grace, if any, specified in such evidence of indebtedness, indenture or
        other instrument; or

                (l)     any Reportable Event, which the Agent determines in good
        faith could reasonably be expected to constitute grounds for the
        termination of any Plan or for the appointment by the appropriate United
        States District Court of a trustee to administer any Plan, shall have
        occurred and be continuing thirty (30) days after written notice to such
        effect shall have been given to the Borrower or any of its Subsidiaries
        by the Agent; or any Plan shall have been terminated (other than a
        standard termination which is not reasonably expected to have a Material
        Adverse Effect), or a trustee shall have been appointed by an
        appropriate United States District Court to administer any Plan, or the
        Pension Benefit Guaranty Corporation shall have instituted proceedings
        to terminate any Plan or to appoint a trustee to administer any Plan; or

                (m)     the Borrower or any of its Subsidiaries shall liquidate,
        dissolve, terminate or suspend its business operations or otherwise fail
        to operate its business in the ordinary course, or shall sell all or
        substantially all of its assets; or

                                      -49-



                (n)     each of the Guarantors shall repudiate, purport to
        revoke or fail to perform any of such Guarantor's obligations under any
        Loan Document to which such Guarantor is a party; or

                (o)     a Change of Control shall occur with respect to the
        Borrower; or

                (p)     the Borrower shall repudiate, purport to revoke, or fail
        to perform any of such Borrower's obligations under any guaranty given
        by the Borrower to the Banks or to any of the Banks (other than a
        repudiation, purported revocation or failure which is elsewhere in this
        Section 7.1 specifically dealt with); or

                (q)     An Event of Default (as defined therein) shall occur and
        be continuing under IDRB Letter of Credit Reimbursement Agreement; or

                (r)     The Borrower or any of its Subsidiaries shall make any
        payment of Subordinated Debt which is prohibited by the applicable
        subordination provisions or shall consent to or participate in any act
        whatsoever if such act is a violation of any of the applicable
        subordination provisions.

                Section 7.2.   Rights and Remedies. Upon the occurrence of an
Event of Default or at any time thereafter until such Event of Default is cured
or waived to the written satisfaction of the Required Banks, the Agent or the
Required Banks may (and, upon written request of the Required Banks the Agent
shall) exercise any or all of the following rights and remedies:

                (a)     by notice to the Borrower, declare the Revolving
        Commitments to be terminated, whereupon the same shall forthwith
        terminate;

                (b)     by notice to the Borrower, declare the entire unpaid
        principal amount of the Revolving Notes, all interest accrued and unpaid
        thereon, and all other Obligations to be forthwith due and payable,
        whereupon the Revolving Notes, all such accrued interest and all such
        other Obligations shall become and be forthwith due and payable, without
        presentment, demand, protest or further notice of any kind, all of which
        are hereby expressly waived by the Borrower;

                (c)     without notice to the Borrower and without further
        action, apply any and all monies owing by any Bank to the Borrower or to
        any of its Subsidiaries to the payment of the Revolving Notes, including
        interest accrued thereon, and to payment to payment of all other
        Obligations then owing by the Borrower;

                (d)     exercise and enforce the rights and remedies available
        to the Agent, the Banks or to any Bank under any Loan Document; and

                (e)     exercise any other rights and remedies available to the
        Agent, the Banks or to any Bank by law or agreement.

                                      -50-



Notwithstanding the foregoing, upon the occurrence of an Event of Default
described in Section 7.1(h) hereof, the entire unpaid principal amount of the
Revolving Notes, all interest accrued and unpaid thereon, and all other amounts
payable under this Agreement shall be immediately due and payable without
presentment, demand, protest or notice of any kind.

                                  ARTICLE VIII

                         AGREEMENT AMONG BANKS AND AGENT

                Section 8.1.   Authorization; Powers. Each Bank irrevocably
appoints and authorizes the Agent to act as administrative agent for and on
behalf of such Bank to the extent provided herein, in any Loan Documents or in
any other document or instrument delivered hereunder or in connection herewith,
and to take such other actions as may be reasonably incidental thereto. The
Agent agrees to act as administrative agent for each Bank upon the express
conditions contained in this Article VIII, but in no event shall the Agent
constitute a fiduciary of any Bank, nor shall the Agent have any fiduciary
responsibilities in respect of any Bank. In furtherance of the foregoing, and
not in limitation thereof, each Bank irrevocably (a) authorizes the Agent to
execute and deliver and perform those obligations under each of the Loan
Documents to which the Agent is a party as are specifically delegated to the
Agent, and to exercise all rights, powers and remedies as may be specifically
delegated hereunder or thereunder, together with such additional powers as may
be reasonably incidental thereto, (b) appoints the Agent as nominal beneficiary
or nominal secured party, as the case may be, under the Loan Documents and all
related UCC financing statements (if and to the extent collateral security is
granted with respect to the Obligations), and (c) authorizes the Agent to act as
agent of and for such Bank for purposes of holding, perfecting and disposing of
collateral under the Loan Documents (if and to the extent collateral security is
granted with respect to the Obligations). As to any matters not expressly
provided for by the Loan Documents, the Agent shall not be required to exercise
any discretion or take any action, but shall be required to act or to refrain
from acting (and shall be fully protected in so acting or refraining from
acting) upon the instructions of the Required Banks or, if so required pursuant
to Section 9.2, upon the instructions of all Banks; provided, however, that
except for action expressly required of the Agent hereunder, the Agent shall in
all cases be fully justified in failing or refusing to act hereunder unless it
shall be indemnified to its satisfaction by the Banks against any and all
liability and expense which may be incurred by it by reason of taking or
continuing to take any such action, and the Agent shall not in any event be
required to take any action which is contrary to the Loan Documents or
applicable law.

                Section 8.2.   Application of Proceeds. The Agent, after
deduction of any costs of collection, as provided in Section 8.5, shall remit to
each Bank (to the extent a Bank is to share therein) that Bank's pro rata share
of all payments of principal, interest and fees payable hereunder in accordance
with such Bank's appropriate Percentage; provided, however, that all payments
received after the termination of the Revolving Commitments following the
occurrence of an Event of Default, after application to the costs and expenses

                                      -51-



incurred by the Agent or any Bank in collection thereof (as contemplated in
Section 8.5), shall be allocated to the Banks in accordance with their Default
Percentages. Each Bank's interest under the Loan Documents shall be payable
solely from payments, collections and proceeds actually received by the Agent
under the Loan Documents; and the Agent's only liability to a Bank with respect
to any such payments, collections and proceeds shall be to account for such
Bank's Percentage (or Default Percentage, as the case may be) of such payments,
collections and proceeds in accordance with this Agreement. If the Agent is
required for any reason to refund any such payments, collections or proceeds,
each Bank will refund to the Agent, upon demand, its Percentage (or Default
Percentage, as the case may be) of such payments, collections or proceeds,
together with its Percentage (or Default Percentage, as the case may be) of
interest or penalties, if any, payable by the Agent in connection with such
refund. If any Bank has wrongfully refused to fund its Percentage of any
Borrowing, or if the outstanding principal balance of the Advances made by any
Bank is for any other reason less than its respective Percentage of the
aggregate principal balance of all Advances, the Agent may remit payments
received by it to the other Banks until such payments have reduced the aggregate
amounts owed by the Borrower to the extent that the aggregate amount of the
Advances owing to such Bank hereunder are equal to its Percentage of the
aggregate amounts of the Advances owing to all of the Banks hereunder. The
foregoing provision is intended only to set forth certain rules for the
application of payments, proceeds and collections in the event that a Bank has
breached its obligations hereunder and shall not be deemed to excuse any Bank
from such obligations.

                Section 8.3.   Exculpation. The Agent shall not be liable for
any action taken or omitted to be taken by the Agent in connection with the Loan
Documents, except for its own gross negligence or willful misconduct. The Agent
shall be entitled to rely upon advice of counsel concerning legal matters, the
advice of independent public accountants with respect to accounting matters and
advice of other experts as to any other matters and upon any Loan Document and
any schedule, certificate, statement, report, notice or other writing which it
reasonably believes to be genuine or to have been presented by a proper Person.
Neither the Agent nor any of its directors, officers, employees or agents shall
be responsible or in any way liable for (a) any recitals, representations or
warranties contained in, or for the execution, validity, genuineness,
effectiveness or enforceability of any Loan Document, or any other instrument or
document delivered hereunder or in connection herewith, (b) the validity,
genuineness, perfection, effectiveness, enforceability, existence, value of
enforcement of any collateral (if and to the extent collateral security is
granted with respect to the Obligations) or (c) any action taken or omitted by
it. The designation of Norwest as Agent hereunder shall in no way impair or
affect any of the rights and powers of, or impose any duties or obligations
upon, Norwest in its individual capacity as Bank hereunder.

                Section 8.4.   Use of the Term "Agent". The term "Agent" is used
herein in reference to the Agent merely as a matter of custom. It is intended to
reflect only an administrative relationship between the Agent and the Banks, in
each case as independent contracting parties. However, the obligations of the
Agent shall be limited to those expressly

                                      -52-



set forth herein and in no event shall the use of such term create or imply any
fiduciary relationship or any other obligation arising under the general law of
agency.

                Section 8.5.   Reimbursement for Costs and Expenses. All
payments, collections and proceeds received or effected by the Agent may be
applied first to pay or reimburse the Agent for all reasonable costs and
expenses at any time incurred by or imposed upon the Agent in connection with
this Agreement or any other Loan Document (including but not limited to all
reasonable attorney's fees (including allocated costs of in-house counsel),
foreclosure expenses and advances made to protect the security of any collateral
(if and to the extent collateral security is granted with respect to the
Obligations), but excluding any costs, expenses, damages or liabilities arising
from the gross negligence or willful misconduct of the Agent). If the Agent does
not receive payments, collections or proceeds sufficient to cover any such costs
and expenses within five (5) days after their incurrence or imposition, each
Bank shall, upon demand, remit to the Agent such Bank's Percentage of the
difference between (i) such costs and expenses and (ii) such payments,
collections and proceeds, together with interest on such amount for each day
following the thirtieth day after demand therefor until so remitted at a rate
equal to the Federal Funds Rate for each such day.

                Section 8.6.   Payments Received Directly by Banks. If any Bank
shall obtain any payment or other recovery (whether voluntary, involuntary, by
application of offset or otherwise) on account of the Revolving Facility or on
account of any fees under this Agreement (other than through distributions made
in accordance with Section 8.2 hereof) in excess of such Bank's applicable
Percentage with respect to the Revolving Facility (or such Bank's Default
Percentage, if applicable), such Bank shall promptly give notice of such fact to
the Agent and shall promptly remit to the Agent such amount as shall be
necessary to cause the remitting Bank to share such excess payment or other
recovery ratably with each of the Banks in accordance with their respective
Percentages, (or Default Percentages, as the case may be) together with interest
for each day on such amount until so remitted at a rate equal to the Federal
Funds Rate for each such day; provided, however, that if all or any portion of
the excess payment or other recovery is thereafter recovered from such remitting
Bank or holder, the remittance shall be restored to the extent of such recovery.

                Section 8.7.   Indemnification. Each Bank severally (but not
jointly) hereby agrees to indemnify and hold harmless the Agent, as well as the
Agent's agents, employees, officers and directors, ratably according to their
respective Percentages from and against any and all losses, liabilities
(including liabilities for penalties), actions, suits, judgment, demands,
damages, costs, disbursements, or expenses (including attorneys' fees and
expenses)(including allocated costs of in-house counsel)) of any kind or nature
whatsoever, which are imposed on, incurred by, or asserted against the Agent or
its agents, employees, officers or directors in any way relating to or arising
out of the Loan Documents, or as a result of any action taken or omitted to be
taken by the Agent; provided, however, that no Bank shall be liable for any
portion of any such losses, liabilities (including liabilities for penalties),
actions, suits, judgments, demands, damages, costs disbursements, or expenses
resulting from the gross negligence or willful misconduct of the Agent.
Notwithstanding any

                                      -53-



other provision of the Loan Documents, the Agent shall in all cases be fully
justified in failing or refusing to act hereunder unless it shall be indemnified
to its satisfaction by the Banks against any and all liability and expense that
may be incurred by it by reason of taking or continuing to take any such action.

                Section 8.8.   Agent and Affiliates. Norwest shall have the same
rights and powers in its capacity as a Bank hereunder as any other Bank, and may
exercise or refrain from exercising the same as though it were not the Agent,
and Norwest and its affiliates may accept deposits from and generally engage in
any kind of business with the Borrower and its Subsidiaries or any affiliate of
the Borrower and its Subsidiaries as fully as if Norwest were not the Agent
hereunder.

                Section 8.9.   Credit Investigation. Each Bank acknowledges that
it has made such inquiries and taken such care on its own behalf as would have
been the case had its Revolving Commitment been granted and its Advances made
directly by such Bank to the Borrower without the intervention of the Agent or
any other Bank. Each Bank agrees and acknowledges that the Agent makes no
representations or warranties about the creditworthiness of the Borrower or any
other party to this Agreement or with respect to the legality, validity,
sufficiency or enforceability of this Agreement, any Loan Document or any other
instrument or document delivered hereunder or in connection herewith.

                Section 8.10.  Defaults. The Agent shall have no duty to inquire
into any performance or failure to perform by the Borrower or its Subsidiaries
and shall not be deemed to have knowledge of the occurrence of a Default or an
Event of Default (other than under Sections 7.1(a), 7.1(b) or 7.1(c)) hereof
unless the Agent has received notice from a Bank or the Borrower specifying the
occurrence of such Default or Event of Default. In the event that the Agent
receives such a notice of the occurrence of a Default or an Event of Default,
the Agent shall give prompt notice thereof to the Banks. In the event of any
Default, the Agent shall (subject to Section 8.7 hereof) (a) in the case of a
Default that constitutes an Event of Default, not take any the actions referred
to in Section 7.2(b) hereof unless so directed by the Required Banks, and (b) in
the case of any Default, take such actions with respect to such Default as shall
be directed by the Required Banks; provided that, unless and until the Agent
shall have received such directions, the Agent may take any action, or refrain
from taking any action, with respect to such Default as it shall deem advisable
in the best interest of the Banks.

                Section 8.11.  Obligations Several. The obligations of each Bank
hereunder are the several obligations of such Bank, and neither any Bank nor the
Agent shall be responsible for the obligations of any other Bank hereunder, nor
will the failure by the Agent or any Bank to perform any of its obligations
hereunder relieve the Agent or any other Bank from the performance of its
respective obligations hereunder. Nothing contained in this Agreement, and no
action taken by any Bank or the Agent pursuant hereto or in connection herewith
or pursuant to or in connection with the Loan Documents shall be deemed to

                                      -54-



constitute the Banks, together or with or without the Agent, as a partnership,
association, joint venture, or other entity.

                Section 8.12.  Sale or Assignment; Addition of Banks. Except as
permitted under the terms and conditions of this Section 8.12 or, with respect
to participations, under Section 8.13, no Bank may sell, assign or transfer its
rights or obligations under this Agreement or its interest in any Revolving
Note. Any Bank, at any time upon at least five (5) Business Days' prior written
notice to the Agent and the Borrower (unless the Agent and the Borrower consent
to a shorter period of time), may assign all or a portion (provided such portion
is not less than $5,000,000) of such Bank's Revolving Note, Advances and
Revolving Commitment to a domestic or foreign bank (having a branch office in
the United States), an insurance company or other financial institution (an
"Applicant") on any date (the "Adjustment Date") selected by such Bank, but only
so long as the Borrower and the Agent shall have provided their prior written
approval of such proposed Applicant. Notwithstanding the foregoing, (i) the
Borrower will not unreasonably withhold their consent to any such assignment,
(ii) no such consent of the Borrower shall be required after the occurrence and
during the continuance of an Event of Default, and (iii) no such consent of the
Borrower or the Agent shall be required in connection with an assignment to the
Federal Reserve Bank for purposes of satisfying a Bank's capital requirements.
Upon receipt of such approval and to confirm the status of each additional Bank
as a party to this Agreement and to evidence the assignment in accordance
herewith:

                (a)     the Agent, the Borrower (if the Borrower's consent is
        required), the assigning Bank and such Applicant shall, on or before the
        Adjustment Date, execute and deliver to the Agent an Assignment
        Certificate in substantially the form of Exhibit G (an "Assignment
        Certificate");

                (b)     if requested by the Agent, the Borrower will execute and
        deliver to the Agent, for delivery by the Agent in accordance with the
        terms of the Assignment Certificate, (i) a new Revolving Note payable to
        the order of the Applicant in the amount corresponding to the applicable
        Revolving Commitment acquired by such Applicant and (ii) a new Revolving
        Note payable to the order of the assigning Bank in the amount
        corresponding to the retained Revolving Commitment. Such new Revolving
        Notes shall be in an aggregate principal amount equal to the principal
        amount of the Revolving Notes to be replaced by such new Revolving
        Notes, shall be dated the effective date of such assignment and shall
        otherwise be in the form of the Revolving Note to be replaced thereby.
        Such new Revolving Notes shall be issued in substitution for, but not in
        satisfaction or payment of, the Revolving Note being replaced thereby
        and such new Revolving Notes shall be treated as Revolving Notes for
        purposes of this Agreement; and

                (c)     the assigning Bank shall pay to the Agent an
        administrative fee of $3,000.

                                      -55-



Upon the execution and delivery of such Assignment Certificate and such new
Revolving Notes, and effective as of the effective date thereof (i) this
Agreement shall be deemed to be amended to the extent, and only to the extent,
necessary to reflect the addition of such additional Bank and the resulting
adjustment of the Percentages arising therefrom, (ii) the assigning Bank shall
be relieved of all obligations hereunder to the extent of the reduction of the
assigning Bank's Percentage, and (iii) the Applicant shall become a party hereto
and shall be entitled to all rights, benefits and privileges accorded to a Bank
herein and in each other Loan Document or other document or instrument executed
pursuant hereto and subject to all obligations of a Bank hereunder, including,
without limitation, the right to approve or disapprove actions which, in
accordance with the terms hereof, require the approval of the Required Banks or
all Banks. In order to facilitate the addition of additional Banks hereto, the
Borrower (subject to their approval rights hereunder, if any) and the Banks
shall cooperate fully with the Agent in connection therewith and shall provide
all reasonable assistance requested by the Agent relating thereto, including,
without limitation, the furnishing of such written materials and financial
information regarding the Borrower as the Agent may reasonably request, the
execution of such documents as the Agent may reasonably request with respect
thereto, and the participation by officers of the Borrower, and the Banks in a
meeting or teleconference call with any Applicant upon the request of the Agent.

                Section 8.13.  Participation. In addition to the rights granted
in Section 8.12, each Bank may grant participations in all or a portion of its
Revolving Note, Advances and Revolving Commitment to any domestic or foreign
commercial bank (having a branch office in the United States), insurance
company, financial institution or an affiliate of such Bank. No holder of any
such participation shall be entitled to require any Bank to take or omit to take
any action hereunder. The Banks shall not, as among the Borrower, the Agent and
the Banks, be relieved of any of their respective obligations hereunder as a
result of any such granting of a participation. The Borrower hereby acknowledges
and agrees that any participation described in this Section 8.13 may rely upon,
and possess all rights under, any opinions, certificates, or other instruments
or documents delivered under or in connection with any Loan Document. Except as
set forth in this Section 8.13, no Bank may grant any participation in its
Revolving Note, Advances or Revolving Commitment.

                Section 8.14.  Withholding Tax Exemption. At least five (5)
Business Days prior to the first date on which interest or fees are payable
hereunder for the account of any Bank, each Bank that is not incorporated under
the laws of the United States of America, or a state thereof, agrees that it
will deliver to the Borrower and the Agent two duly completed copies of United
States Internal Revenue Service Form 1001 or 4224, certifying in either case
that such Bank is entitled to receive payments under this Agreement and the
Revolving Notes without deduction or withholding of any United States federal
income taxes. Each Bank which so delivers a Form 1001 or 4224 further undertakes
to deliver to the Borrower and the Agent two additional copies of such form (or
a successor form) on or before the date that such form expires (currently, three
successive calendar years for Form 1001 and one calendar year for Form 4224) or
becomes obsolete or after the occurrence of any event requiring a change in the
most recent forms so delivered by it, and such amendments thereto or

                                      -56-



extensions or renewals thereof as may be reasonably requested by the Borrower or
the Agent, in each case certifying that such Bank is entitled to receive
payments under this Agreement and the Revolving Notes without deduction or
withholding of any United States federal income taxes, unless an event
(including without limitation any change in treaty, law or regulation) has
occurred prior to the date on which any such delivery would otherwise be
required which renders all such forms inapplicable or which would prevent such
Bank from duly completing and delivering any such form with respect to it and
such Bank advises the Borrower and the Agent that it is not capable of receiving
payments without any deduction or withholding of United States federal income
tax.

                Section 8.15.  Borrower not a Beneficiary or Party. Except with
respect to the limitation of liability applicable to the Banks under Section
8.11 and the Borrower's right to approve additional Banks in accordance with
Section 8.12, the provisions and agreements in this Article VIII are solely
among the Banks and the Agent and the Borrower shall not be considered a party
thereto or a beneficiary thereof.

                                   ARTICLE IX

                                  MISCELLANEOUS

                Section 9.1.   No Waiver; Cumulative Remedies. No failure or
delay on the part of the Agent or any Bank in exercising any right, power or
remedy under the Loan Documents shall operate as a waiver thereof; nor shall any
single or partial exercise of any such right, power or remedy preclude any other
or further exercise thereof or the exercise of any other right, power or remedy
under the Loan Documents. The remedies provided in the Loan Documents are
cumulative and not exclusive of any remedies provided by law.

                Section 9.2.   Amendments, Requested Waivers, Etc. No amendment,
modification, termination or waiver of any provision of any Loan Document or
consent to any departure by the Borrower or either of the Guarantors therefrom
shall be effective unless the same shall be in writing and signed by the
Required Banks and, if the rights or duties of the Agent are affected thereby,
by the Agent; provided that no amendment, modification, termination, waiver or
consent shall do any of the following unless the same shall be in writing and
signed by all Banks: (a) change the amount of any Revolving Commitment (except
as permitted in accordance with Section 8.12), (b) increase the Revolving
Commitment Amount, (c) reduce the amount of any principal of or interest due on
any Advances or any fees payable to the Banks hereunder, (d) postpone any date
fixed for any payment of principal of or interest on any outstanding Advances or
any fees payable to the Banks hereunder, (e) change the definition of "Required
Banks," (f) amend this Section 9.2 or any other provision of this Agreement
requiring the consent or other action of the Required Banks or all Banks, (g)
release the Guaranties or (h) release, subordinate or terminate any security
interest in or mortgage lien on any collateral (if and to the extent collateral
security is granted with respect to the Obligations). Any waiver or consent
given hereunder shall be effective only in the specific instance and for the
specific purpose for

                                      -57-



which given. No notice to or demand on the Borrower in any case shall entitle
the Borrower to any other or further notice or demand in similar or other
circumstances.

                Section 9.3.   Addresses for Notices, Etc. Except as otherwise
expressly provided herein, all notices, requests, demands and other
communications provided for under the Loan Documents shall be in writing and
mailed or delivered to the applicable parties at their respective addresses set
forth on the execution pages hereto, or, as to each party, at such other address
as shall be designated by such party in a written notice to the other party
complying as to delivery with the terms of this Section 9.3. All such notices,
requests, demands and other communications, when delivered, shall be effective
upon actual delivery and when mailed, shall be effective when sent by nationally
recognized overnight mail courier or delivery service, addressed as aforesaid,
except that notices or requests to the Agent or any Bank pursuant to any of the
provisions of Article II shall not be effective until received by the Agent or
such Bank.

                Section 9.4.   Costs and Expenses. The Borrower will reimburse
the Agent for (a) any and all reasonable out-of-pocket costs and expenses,
including without limitation reasonable attorneys' fees and expenses (including
allocated costs of in-house counsel), lien and UCC searches, title and recording
expenses and other similar expenses, paid or incurred by the Agent in connection
with the preparation, filing or recording of the Loan Documents and any other
document or agreement related hereto or thereto, and the transactions
contemplated hereby (which amount shall be paid on the Closing Date or as soon
thereafter as demand is made therefor) and the negotiation of any amendments,
modifications or extensions to or of any of the foregoing documents, instruments
or agreements and the preparation of any and all documents necessary or
desirable to effect such amendments, modifications or extensions, (b) customary
transaction fees of the Agent incurred in connection with the loans contemplated
hereby, (c) reasonable fees in connection with any audits or inspections by the
Agent of any collateral (if and to the extent collateral security is granted
with respect to the Obligations) or the operations or business of the Borrower
and/or its Subsidiaries, whether conducted at the premises of the Borrower
and/or its Subsidiaries or at the Agent's premises, and (d) any and all other
reasonable out-of-pocket costs and expenses incurred by the Agent in connection
with any of the transactions contemplated hereby. The Borrower will reimburse
the Agent and each Bank for any and all costs and expenses incurred by the Agent
or any Bank in connection with the enforcement of any of the rights or remedies
of the Agent or the Banks under any of the Loan Documents or under applicable
law, whether or not suit is filed with respect thereto.

                Section 9.5.   Indemnity. In addition to the payment of expenses
pursuant to Section 9.4, the Borrower agrees to indemnify, defend and hold
harmless the Agent, each Bank and each of their respective participants, parent
corporations, subsidiary corporations, affiliated corporations, successor
corporations, and all present and future officers, directors, employees and
agents (the "Indemnitees"), from and against (i) any claim, loss or damage to
which any Indemnitee may be subjected as a result of any past, present or future
existence, use, handling, storage, transportation or disposal of any Hazardous
Substance by the

                                      -58-



Borrower or any of its Subsidiaries or with respect to any property owned,
leased or controlled by the Borrower or any of its Subsidiaries, (ii) any and
all transfer taxes, documentary taxes, assessments or charges made by any
governmental authority (excluding income or gross receipts taxes) by reason of
the execution and delivery of this Agreement and the other Loan Documents or the
making of any Advances and (iii) any and all liabilities, losses, damages,
penalties, judgments, suits, claims, costs and expenses of any kind or nature
whatsoever (including, without limitation, the reasonable fees and disbursements
of counsel) in connection with any investigative, administrative or judicial
proceedings, whether or not such Indemnitee shall be designated a party thereto,
which may be imposed on, incurred by or asserted against such Indemnitee, in any
manner relating to or arising out of or in connection with, the making of any
Advances or entering into this Agreement or any other Loan Documents or the use
or intended use of the proceeds of the Advances, excepting, however, from the
foregoing any such liabilities, losses, damages, penalties, judgments, suits,
claims, costs and expenses resulting solely from the willful misconduct or gross
negligence of any Indemnitee. If any investigative, judicial or administrative
proceeding arising from any of the foregoing is brought against any Indemnitee,
upon request of such Indemnitee, the Borrower, or counsel designated by the
Borrower and satisfactory to the Indemnitee, will resist and defend such action,
suit or proceeding to the extent and in the manner directed by the Indemnitee,
at the Borrower's sole cost and expense. Each Indemnitee will use its best
efforts to cooperate in the defense of any such action, suit or proceeding. If
the foregoing undertaking to indemnify, defend and hold harmless may be held to
be unenforceable because it violates any law or public policy, the Borrower
shall nevertheless make the maximum contribution to the payment and satisfaction
of each of the indemnified liabilities contemplated hereby which is permissible
under applicable law. The obligations of the Borrower under this Section 9.5
shall survive termination of this Agreement and the discharge of the
Obligations.

                Section 9.6.   Execution in Counterparts. This Agreement and
other Loan Documents may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed to be an original and all
of which counterparts, taken together, shall constitute but one and the same
instrument.

                Section 9.7.   Governing Law; Jurisdiction; Waiver of Jury
Trial.

                (a)     Governing Law. The Loan Documents shall be governed by,
        and construed in accordance with, the laws of the State of Minnesota,
        except to the extent the law of any other jurisdiction applies as to the
        perfection or enforcement of the any security interest in any collateral
        (if and to the extend collateral security is granted with respect to the
        Obligations) and except to the extent expressly provided to the contrary
        in any Loan Document.

                (b)     Jurisdiction. The Borrower, the Agent and the Banks
        hereby irrevocably submit to the jurisdiction of any state or federal
        court sitting in the State of Minnesota in any action or proceeding
        arising out of or relating to this Agreement

                                      -59-



        or any of the other Loan Documents, and the Borrower, the Agent and the
        Banks hereby irrevocably agree that all claims in respect of such action
        or proceeding may be heard and determined in such state or federal
        court. The Borrower, the Agent and the Banks hereby irrevocably waive,
        to the fullest extent they may effectively do so, the defense of an
        inconvenient forum to the maintenance of such action or proceeding. The
        Borrower agrees that a final judgment in any such action or proceeding
        may be enforced in other jurisdictions by suit on the judgment or in any
        other manner provided by law. Nothing in this Section 9.7(b) shall
        affect the right of the Agent or any Bank to serve legal process in any
        other manner permitted by law or affect the right of the Agent or any
        Bank to bring any action or proceeding against the Borrower or any of
        its Subsidiaries or the property of the Borrower or any of its
        Subsidiaries in the courts of other jurisdictions.

                (c)     WAIVER OF JURY TRIAL. THE BORROWER, THE BANKS AND THE
        AGENT HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
        PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO ANY LOAN
        DOCUMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED THEREUNDER.

                Section 9.8.   Integration; Inconsistency. This Agreement,
together with the Loan Documents, comprise the final and complete integration of
all prior expressions by the parties hereto with respect to the subject matter
hereof and shall constitute the entire agreement among the parties hereto with
respect to such subject matter, superseding all prior oral or written
understandings. If any provision of a Loan Document is inconsistent with or
conflicts with a comparable or similar provision appearing in this Agreement,
the comparable or similar provision in this Agreement shall govern.

                Section 9.9.   Agreement Effectiveness. This Agreement shall
become effective upon delivery of fully executed counterparts hereof to each of
the parties hereto.

                Section 9.10.  Advice from Independent Counsel. The parties
hereto understand that this Agreement is a legally binding agreement that may
affect such party's rights. Each party hereto represents to the other that it
has received legal advice from counsel of its choice regarding the meaning and
legal significance of this Agreement and that it is satisfied with its legal
counsel and the advice received from it.

                Section 9.11.  Binding Effect; No Assignment by Borrower. This
Agreement shall be binding upon and inure to the benefit of the Borrower, the
Banks, the Agent and their respective successors and assigns; provided, however,
the Borrower may assign any or all of its rights or obligations hereunder or any
of its interest herein without the prior written consent of all Banks.

                Section 9.12.  Severability of Provisions. Any provision of this
Agreement which is prohibited or unenforceable shall be ineffective to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof.

                                      -60-



                Section 9.13.  Headings. Article and Section headings in this
Agreement are included herein for convenience of reference only and shall not
constitute a part of this Agreement for any other purpose.

                [Remainder of this page intentionally left blank;
                             signature pages follow]

                                      -61-



                IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.

Address:                                ENTEGRIS, INC.
3500 Lyman Boulevard
Chaska, Minnesota  55318
Attn: John Villas                       By /s/ Stan Geyer
Telecopy No. (612) 556-8644               --------------------------------------
                                           Its President/Chief Executive Officer
                                              ----------------------------------

                                        And


                                        By /s/ Del Jensen
                                          --------------------------------------
                                           Its Executive Vice President
                                              ----------------------------------


Address:                                NORWEST BANK MINNESOTA,
7900 Xerxes Avenue South                NATIONAL ASSOCIATION, as Bank and
Bloomington, Minnesota  55431-2206      as Agent
Attn: Brad Sullivan
Telecopy No. (612) 316-4203
                                        By /s/ Brad Sullivan
                                          --------------------------------------
                                           Its Portfolio Manager/AVP
                                              ----------------------------------

Revolving Commitment: $15,000,000
Percentage: 50%


Address:                                HARRIS TRUST AND SAVINGS BANK
111 West Monroe
P.O. Box 755
Chicago, Illinois  60690                By /s/ Catherine Ciolek
Attn: Catherine C. Ciolek                 --------------------------------------
Telecopy No. (312) 293-5040                Its Vice President
                                              ----------------------------------

Revolving Commitment:  $15,000,000
Percentage:  50%



                                                                    EXHIBIT 10.3

                       FIRST AMENDMENT TO CREDIT AGREEMENT

                This Amendment, dated as of October 17, 2000, but retroactively
effective as of August 31, 2000, is made by and among ENTEGRIS, INC., a
Minnesota corporation (the "Borrower"), each of the banks appearing on the
signature pages hereof, together with such other banks as may from time to time
become a party to the Credit Agreement (defined below) pursuant to the terms and
conditions of Article VIII of the Credit Agreement (herein collectively called
the "Banks" and individually each called a "Bank"), and WELLS FARGO BANK
MINNESOTA, NATIONAL ASSOCIATION, a national banking association, formerly known
as Norwest Bank Minnesota, National Association, in its separate capacity as
administrative agent for itself and all other Banks (in such capacity, the
"Agent").

                                    Recitals

                A.      The Borrower, the Banks and the Agent have entered into
a Credit Agreement dated as of November 30, 1999 (as the same may hereafter be
amended or restated from time to time, the "Credit Agreement").

                B.      The Borrower has requested that the Banks and the Agent,
among other things, amend Section 5.11 of the Credit Agreement.

                C.      The Banks and the Agent are willing to grant the
Borrower's requests subject to the terms and conditions set forth below.

                ACCORDINGLY, in consideration of the premises and for other good
and valuable consideration, the Borrower, the Banks and the Agent agree as
follows:

                1.      All capitalized terms used in this Amendment and not
otherwise specifically defined in this Amendment shall have the meanings given
such terms in the Credit Agreement.

                2.      Section 1.1 of the Credit Agreement is hereby amended by
adding the following new definition of "First Amendment" in the appropriate
alphabetical location:

                "'First Amendment' means the First Amendment to Credit
        Agreement, dated as of October 17, 2000, but retroactively effective as
        of August 31, 2000, by and among the Borrower, the Banks and the Agent."

                3.      Section 5.11 of the Credit Agreement is hereby amended
in its entirety to read as follows:

                "Section 5.11 Merger of Fluoroware and Empak into the Borrower.
        The Borrower will cause Fluoroware and Empak to merge into the Borrower,
        with the Borrower as the surviving entity, on or before November 30,
        2001."



                4.      To the extent that any Default or Event of Default
exists as a result of the Borrower's failure to comply with the provisions of
Section 5.11 of the Credit Agreement prior to the amendment of Section 5.11 of
the Credit Agreement pursuant to the provisions of this Amendment, the Banks and
the Agent hereby waive any such Default or Event of Default. This waiver shall
be effective only in this specific instance and for the specific purpose for
which it is given. This waiver shall not entitle the Borrower to any other or
further waiver in any similar or other circumstances.

                5.      Except as amended by this Amendment, all of the terms
and conditions of the Credit Agreement and the other Loan Documents shall remain
in all other respects in full force and effect.

                6.      This Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
counterparts taken together shall constitute but one and the same instrument.

                7.      The Borrower and each Guarantor, by signing its
respective Acknowledgment and Agreement set forth below, each hereby absolutely
and unconditionally releases and forever discharges the Agent and each of the
Banks, and any and all participants, parent corporations, subsidiary
corporations, affiliated corporations, insurers, indemnitors, successors and
assigns thereof, together with all of the present and former directors,
officers, agents and employees of any of the foregoing (the "Released Parties"),
from any and all claims, demands or causes of action of any kind, nature or
description, whether arising in law or equity or upon contract or tort or under
any state or federal law or otherwise, which the Borrower or such Guarantor has
had, now has or has made claim to have against such Released Party for or by
reason of any act, omission, matter, cause or thing whatsoever arising from the
beginning of time to and including the date of this Amendment in connection with
or related to the transactions evidenced by the Loan Documents, whether such
claims, demands and causes of action are mature or unmatured or known or
unknown.

                8.      Except as expressly waived pursuant to paragraph 4 of
this Amendment, the execution of this Amendment shall not be deemed to be a
waiver of any Default or Event of Default under the Credit Agreement, whether or
not known to the Agent and/or the Banks and whether or not existing on the date
of this Amendment.

                9.      The Borrower hereby represents and warrants to the Agent
and the Banks as follows:

                (a)     The Borrower has all requisite power and authority to
        execute this Amendment and to perform all of its obligations under the
        Credit Agreement, as amended by this Amendment, and the Credit
        Agreement, as amended by this Amendment, and the other Loan Documents
        executed on behalf of the Borrower have been duly executed and delivered
        by the Borrower and constitute the legal, valid and

                                       -2-



        binding obligations of the Borrower, enforceable in accordance with
        their respective terms.

                (b)     The execution, delivery and performance by the Borrower
        of the Credit Agreement, as amended by this Amendment, and the other
        Loan Documents executed on behalf of the Borrower have been duly
        authorized by all necessary corporate action and do not (i) require any
        authorization, consent or approval by any governmental department,
        commission, board, bureau, agency or instrumentality, domestic or
        foreign, (ii) violate any provision of any law, rule or regulation or of
        any order, writ, injunction or decree presently in effect, having
        applicability to the Borrower, or the Articles of Incorporation or
        By-laws of the Borrower, or (iii) result in a breach of or constitute a
        default under any indenture or loan or credit agreement or any other
        agreement, lease or instrument to which the Borrower is a party or by
        which it or its properties may be bound or affected.

                (c)     All of the representations and warranties contained in
        Article IV of the Credit Agreement are correct on and as of the date
        hereof as though made on and as of such date, except to the extent that
        such representations and warranties relate solely to an earlier date.

                10.     References. All references in the Credit Agreement to
"this Agreement" shall be deemed to refer to the Credit Agreement as amended by
this Amendment; and any and all references in any of the other Loan Documents to
the "Credit Agreement" shall be deemed to refer to the Credit Agreement as
amended by this Amendment.

                                       -3-



                IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized
as of the date first above written.

                            ENTEGRIS, INC.


                            By  /s/ John Villas
                               ------------------------------------------------
                               Its  Chief Financial Officer
                                   --------------------------------------------

                            And

                            By  /s/ Stan Geyer
                               ------------------------------------------------
                               Its  Chief Executive Officer
                                   --------------------------------------------


                            WELLS FARGO BANK MINNESOTA,
                              NATIONAL ASSOCIATION,
                              formerly known as Norwest Bank Minnesota, National
                              Association, as Bank and as Agent


                            By  /s/ Richard G. Trembley
                               ------------------------------------------------
                               Its  Vice President
                                   --------------------------------------------


                            HARRIS TRUST AND SAVINGS BANK, as Bank


                            By  /s/ John Quigley
                               ------------------------------------------------
                               Its  Vice President
                                   --------------------------------------------

                                       -4-



                   ACKNOWLEDGMENT AND AGREEMENT OF GUARANTORS

                The undersigned, each a guarantor of all debts, liabilities and
other obligations of Entegris, Inc., a Minnesota corporation (the "Borrower") to
the Banks (as defined in the foregoing Amendment) and the Agent (as defined in
the foregoing Amendment) under the Credit Agreement (as defined in the foregoing
Amendment) and related Loan Documents (as defined in the foregoing Amendment)
pursuant to a separate Guaranty each dated as of November 30, 1999 (each, a
"Guaranty"), hereby (a) acknowledges receipt of the foregoing Amendment; (b)
consents to the terms of the foregoing Amendment (including, without limitation,
the release set forth in paragraph 7 of the foregoing Amendment) and execution
of the foregoing Amendment by the Borrower; (c) reaffirms its obligations to the
Agent and the Banks pursuant to the terms of its Guaranty and any other Loan
Documents to which it is a party; and (d) acknowledges that the Agent and the
Banks may amend, restate, extend, renew, or otherwise modify the Credit
Agreement or any other Loan Document or any indebtedness or agreement of the
Borrower in favor of the Agent and/or the Banks, or enter into any agreement or
extend additional or other credit accommodations to the Borrower, without
notifying or obtaining the consent of the undersigned and without impairing the
liability of the undersigned under its Guaranty and any other Loan Documents to
which it is a party.

                            FLUOROWARE, INC.


                            By
                               ------------------------------------------------
                               Its
                                   --------------------------------------------


                            EMPAK, INC.


                            By
                               ------------------------------------------------
                               Its
                                   --------------------------------------------

                                       -5-



                                                                    EXHIBIT 10.4

                      SECOND AMENDMENT TO CREDIT AGREEMENT

                This Amendment, dated as of March 1, 2002, is made by and among
ENTEGRIS, INC., a Minnesota corporation (the "Borrower"), each of the banks
appearing on the signature pages hereof, together with such other banks as may
from time to time become a party to the Credit Agreement (defined below)
pursuant to the terms and conditions of Article VIII of the Credit Agreement
(herein collectively called the "Banks" and individually each called a "Bank"),
and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association,
assignee of Wells Fargo Bank Minnesota, National Association, formerly known as
Norwest Bank Minnesota, National Association, in its separate capacity as
administrative agent for itself and all other Banks (in such capacity, the
"Agent").

                                    Recitals

                A.      The Borrower, the Banks and the Agent have entered into
a Credit Agreement dated as of November 30, 1999, as amended by a First
Amendment to Credit Agreement dated as of October 17, 2000 (as the same may
hereafter be amended or restated from time to time, the "Credit Agreement").

                B.      The Borrower has requested that the Banks and the Agent,
among other things, (i) extend the Maturity Date, and (ii) amend certain other
provisions of the Credit Agreement.

                C.      The Banks and the Agent are willing to grant the
Borrower's requests subject to the terms and conditions set forth below.

                ACCORDINGLY, in consideration of the premises and for other good
and valuable consideration, the Borrower, the Banks and the Agent agree as
follows:

                1.      All capitalized terms used in this Amendment and not
otherwise specifically defined in this Amendment shall have the meanings given
such terms in the Credit Agreement.

                2.      Section 1.1 of the Credit Agreement is hereby amended by
adding the following new definitions in the appropriate alphabetical locations
in Section 1.1 of the Credit Agreement:

                "'Capital Expenditure' means any expenditure of money for the
        purchase or construction of fixed assets or for the purchase or
        construction of any other assets, or for improvements or additions
        thereto, which are capitalized on the Borrower's balance sheet, whether
        payable currently or in the future, excluding, however, any expenditure
        of cash in connection with an acquisition of stock or assets of another
        Person permitted under Section 6.4(g) of this Agreement."



                "'Harris Bank' means Harris Trust and Savings Bank."

                "'Long Term Debt' of a Person means, as of any date of
        determination, Funded Debt of such Person (excluding Revolving
        Advances)."

                "'Operating Lease Liabilities' of any Person means, with respect
        to the applicable Covenant Computation Period, all monetary obligations
        of such Person under any leasing or similar arrangement which, in
        accordance with GAAP, would be classified as operating leases."

                "'Permitted Restricted Payments' means payments of dividends,
        distributions or otherwise, if any, made by the Borrower pursuant to
        Section 6.5 of this Agreement."

                "'Rent Expense' means Capitalized Lease Liabilities, Operating
        Lease Liabilities and any other monetary obligation of the Borrower for
        rent with respect to the applicable Covenant Computation Period."

                "'Revolving Commitment Period' means a 364-day period commencing
        on March 1, 2002 and ending on the Maturity Date, unless the Revolving
        Commitments are earlier terminated pursuant to Section 7.2 or are
        earlier reduced to zero pursuant to Section 2.14(a)."

                "'Second Amendment' means the Second Amendment to Credit
        Agreement, dated as of March 1, 2002, by and among the Borrower, the
        Banks and the Agent."

                "'Second Amendment Effective Date' means the date on which all
        of the conditions precedent set forth in paragraph 25 of the Second
        Amendment to the effectiveness of the Second Amendment have been
        satisfied."

                "'Tangible Net Worth' of a Person means, as of the applicable
        Covenant Computation Date, the difference between (a) the tangible
        assets of such Person, calculated in accordance with GAAP, after
        deducting adequate reserves in each case where, in accordance with GAAP,
        a reserve is proper and (b) all Debt of such Person; provided, that in
        no event shall there be included as tangible assets, patents,
        trademarks, tradenames, copyrights, licenses, goodwill, receivables from
        Affiliates of such Person, prepaid expenses, deposits, deferred charges
        or treasury stock or any securities or Debt of such Person, or any other
        securities unless such securities are readily marketable on a public
        exchange in the United States of America, income tax liabilities, and
        any other assets designated from time to time by the Bank, in its
        reasonable discretion, as intangible assets."

                                       -2-



                "'Unused Commitment Fee Percentage' means, as of the date of
        determination, the percentage set forth in the table below opposite the
        applicable range of the ratio of Total Funded Debt to EBITDA of the
        Borrower and its Subsidiaries as of such date of determination;
        provided, however, notwithstanding the foregoing, the Unused Commitment
        Fee Percentage shall be 0.200% so long as (i) the Borrower maintains the
        sum of its cash and cash equivalents in an aggregate amount of more than
        $50,000,000, and (ii) there are no outstanding Revolving Advances under
        the Revolving Facility. Reductions and increases in the Unused
        Commitment Fee Percentage will be verified by the Agent upon receipt of
        the financial statements of the Borrower and its Subsidiaries and
        related compliance certificate as required under Section 5.1(b) of this
        Agreement. The ratio will be determined on the basis of a rolling four
        quarter calculation of the ratio of Total Funded Debt to EBITDA as of
        the last day of the most recent quarter-end reflected in the most recent
        financial statements delivered by the Borrower for the Borrower and its
        Subsidiaries under Section 5.1(b). Any reduction or increase in the
        Unused Commitment Fee Percentage will become effective on the first day
        of the first month following the applicable Quarterly Financial
        Statement Due Date. If the Borrower fails to deliver the financial
        statements of the Borrower and its Subsidiaries and/or related
        compliance certificate required under Section 5.1(b) on or before the
        applicable Quarterly Financial Statement Due Date, the Borrower and its
        Subsidiaries shall be deemed to have a ratio of Total Funded Debt to
        EBITDA for such quarter of more than 2.00 to 1.00, and the Unused
        Commitment Fee Percentage will be 0.350% beginning on the first day of
        the first month following such Quarterly Financial Statement Due Date
        and will continue as such until the Borrower delivers the financial
        statements of the Borrower and its Subsidiaries for the next fiscal
        quarter in accordance with Section 5.1(b).

               Ratio of Total Funded     Unused Commitment Fee
                  Debt to EBITDA              Percentage
          ----------------------------------------------------
                    * 2.00/1.00                 0.350%
          ----------------------------------------------------
             * 1.50/1.00 to 2.00/1.00           0.300%
          ----------------------------------------------------
              1.00/1.00 to 1.50/1.00            0.250%
          ----------------------------------------------------
                   ** 1.00/1.00                 0.200%
          ----------------------------------------------------
* - less than
** - greater than
                "'Wells Fargo' means Wells Fargo Bank, National Association, a
        national banking association."

                3.      Section 1.1 of the Credit Agreement is hereby amended by
amending the following definitions in their entirety to read as follows:

                                       -3-



                "'EBITDA' means, with respect to the applicable Covenant
        Computation Period, Pre-Tax Earnings (excluding non-cash income) plus
        Interest Expense and Non-Cash Charges, in each case excluding
        extraordinary items, determined with respect to the Borrower during such
        Covenant Computation Period."

                "'Eurodollar Rate Margin' means, as of the date of
        determination, the percentage set forth in the table below opposite the
        applicable range of the ratio of Total Funded Debt to EBITDA of the
        Borrower and its Subsidiaries as of such date of determination.
        Reductions and increases in the Eurodollar Rate Margin will be verified
        by the Agent upon receipt of the financial statements of the Borrower
        and its Subsidiaries and related compliance certificate as required
        under Section 5.1(b) of this Agreement. The ratio will be determined on
        the basis of a rolling four quarter calculation of the ratio of Total
        Funded Debt to EBITDA as of the last day of the most recent quarter-end
        reflected in the most recent financial statements delivered by the
        Borrower for the Borrower and its Subsidiaries under Section 5.1(b). Any
        reduction or increase in the Eurodollar Rate Margin will become
        effective on the first day of the first month following the applicable
        Quarterly Financial Statement Due Date. If the Borrower fails to deliver
        the financial statements of the Borrower and its Subsidiaries and/or
        related compliance certificate required under Section 5.1(b) on or
        before the applicable Quarterly Financial Statement Due Date, the
        Borrower and its Subsidiaries shall be deemed to have a ratio of Total
        Funded Debt to EBITDA for such quarter of more than 2.00 to 1.00, and
        the Eurodollar Rate Margin will be 2.000% beginning on the first day of
        the first month following such Quarterly Financial Statement Due Date
        and will continue as such until the Borrower delivers the financial
        statements for the Borrower and its Subsidiaries for the next fiscal
        quarter in accordance with Section 5.1(b).

              Ratio of Total Funded        Eurodollar Rate Spread for
                  Debt to EBITDA               Revolving Advances
          --------------------------------------------------------------
                   * 2.00/1.00                      2.000%
          --------------------------------------------------------------
             * 1.50/1.00 to 2.00/1.00               1.750%
          --------------------------------------------------------------
              1.00/1.00 to 1.50/1.00                1.500%
          --------------------------------------------------------------
                  ** 1.00/1.00                      1.375%
          --------------------------------------------------------------
* - less than
** - greater than

                                       -4-



                "'Fixed Charge Coverage Ratio' means, with respect to the
        applicable Covenant Computation Date, the ratio of (a) EBITDA, plus Rent
        Expense, less Capital Expenditures, less cash taxes (but, with respect
        to cash taxes, only to the extent included in the calculation of
        EBITDA), less Permitted Restricted Payments, to (b) Interest Expense,
        plus Rent Expense, plus current maturities of the Borrower's Long Term
        Debt."

                "'Floating Rate Margin' means, as of the date of determination,
        the percentage set forth below in the table opposite the applicable
        range of the ratio of Total Funded Debt to EBITDA of the Borrower and
        its Subsidiaries as of such determination. Reductions and increases in
        the Floating Rate Margin will be verified by the Agent upon receipt of
        the financial statements of the Borrower and its Subsidiaries and
        related compliance certificate as required under Section 5.1(b) of this
        Agreement. The ratio will be determined on the basis of a rolling four
        quarter calculation of the ratio of Total Funded Debt to EBITDA as of
        the last day of the most recent quarter-end reflected in the most recent
        financial statements delivered by the Borrower for the Borrower and its
        Subsidiaries under Section 5.1(b). Any reduction or increase in the
        Floating Rate Margin will become effective on the first day of the first
        month following the applicable Quarterly Financial Statement Due Date.
        If the Borrower fails to deliver the financial statements of the
        Borrower and its Subsidiaries and/or related compliance certificate
        required under Section 5.1(b) on or before the applicable Quarterly
        Financial Statement Due Date, the Borrower and its Subsidiaries shall be
        deemed to have a ratio of Total Funded Debt to EBITDA for such quarter
        of more than 2.00 to 1.00, and the Floating Rate Margin will be 0.125%,
        beginning on the first day of the first month following such Quarterly
        Financial Statement Due Date and will continue as such until the
        Borrower delivers the financial statements for the Borrower and its
        Subsidiaries for the next fiscal quarter in accordance with Section
        5.1(b).

              Ratio of Total Funded
                  Debt to EBITDA           Floating Rate Margin
          --------------------------------------------------------
                   * 2.00/1.00                     .125%
          --------------------------------------------------------
             * 1.50/1.00 to 2.00/1.00             0.000%
          --------------------------------------------------------
              1.00/1.00 to 1.50/1.00              0.000%
          --------------------------------------------------------
                  ** 1.00/1.00                    0.000%
          --------------------------------------------------------
* - less than
** - greater than

                "'Guarantor' means any Person which may now or hereafter
        guaranty any of the Obligations of the Borrower to the Bank."

                                       -5-



                "'Interest Expense' means, with respect to the applicable
        Covenant Computation Period, the total gross interest expense on all of
        the Borrower's Debt during such period, and shall in any event include,
        without limitation and without duplication, (a) accrued interest
        (whether or not paid) on all Debt, (b) the amortization of Debt
        discounts, (c) the amortization of all fees payable in connection with
        the incurrence of Debt to the extent included in interest expense, and
        (d) the interest portion of any capitalized lease expenditure, all
        determined in accordance with GAAP."

                "'Non-Cash Charges' means, with respect to the applicable
        Covenant Computation Period, the Borrower's depreciation and
        amortization determined in accordance with GAAP."

                "'Maturity Date' means February 28, 2003 with respect to the
        Revolving Facility."

                "'Revolving Commitment' means, with respect to each Bank, the
        amount of the Revolving Commitment set forth opposite such Bank's name
        on the execution pages of the Second Amendment, or below such Bank's
        signature on an Assignment Certificate executed by such Bank, unless
        such amount is reduced pursuant to Section 2.14(a) hereof, in which
        event it means the amount to which said amount is reduced pursuant
        thereto, or as the context may require, the obligation of such Bank to
        make Revolving Advances, as contemplated in Section 2.1."

                "'Revolving Commitment Amount' shall mean Twenty Million Dollars
        ($20,000,000), being the maximum amount of the Revolving Commitments of
        all Banks, in the aggregate, to make Revolving Advances to the Borrower
        pursuant to Section 2.1, subject to reduction in accordance with Section
        2.14(a)."

                "'Revolving Note' means a promissory note of the Borrower
         payable to a Bank in the amount of such Bank's Revolving Commitment, in
         substantially the form of Exhibit A attached to the Second Amendment
         (as such promissory note may be amended, extended or otherwise modified
         from time to time), evidencing the aggregate indebtedness of the
         Borrower to such Bank resulting from such Bank's Percentage of each
         Borrowing under the Revolving Facility, and also means each promissory
         note accepted by such Bank from time to time in substitution therefor
         or in renewal thereof."

                4.      Section 1.1 of the Credit Agreement is hereby deleting
the definitions of "Cash Flow Available for Fixed Charges", "Fixed Charge
Requirements", "Commitment Fee Percentage", "Norwest", "Net Worth", and "Year
2000 Compliant".

                5.      Section 2.1 of the Credit Agreement is hereby amended in
its entirety to read as follows:

                                       -6-



                "Section 2.1 Commitment as to Revolving Facility. Each Bank
        hereby agrees, on the terms and subject to the conditions herein set
        forth, to make Revolving Advances to the Borrower from time to time
        during the Revolving Commitment Period, in an aggregate amount at any
        time outstanding not to exceed such Bank's Percentage of each Borrowing
        from time to time requested by the Borrower under the Revolving
        Facility; provided, however, that (a) the Revolving Facility Outstanding
        Amount shall at no time exceed the Revolving Commitment Amount and (b)
        no Bank's Percentage of the Revolving Facility Outstanding Amount shall
        at any time exceed such Bank's Revolving Commitment. Within the above
        limits, the Borrower may obtain Revolving Advances, prepay Revolving
        Advances in accordance with the terms hereof and reborrow Revolving
        Advances in accordance with the applicable terms and conditions of this
        Article II."

                6.      The first sentence of Section 2.6 of the Credit
Agreement is hereby amended to read as follows:

        "The Letter of Credit Bank agrees, during the period from the Closing
        Date to the date which is thirty (30) days prior to the Revolving
        Commitment Termination Date, to issue one or more standby letters of
        credit for the account of the Borrower, and the Banks agree to
        participate in the risk of such letters of credit issued for the account
        of the Borrower hereunder, on the terms and subject to the conditions
        set forth below:"

                7.      Section 2.12(b) of the Credit Agreement is hereby
amended to read as follows:

                "(b)    Unused Commitment Fee. The Borrower agrees to pay to the
        Agent, for the pro rata account of the Banks, an unused commitment fee
        (the "Unused Commitment Fee") computed at the rate of the applicable
        Unused Commitment Fee Percentage per annum on the daily average amount
        by which the Revolving Commitment Amount exceeds the Revolving Facility
        Outstanding Amount, from the Closing Date to and including the Revolving
        Commitment Termination Date, payable quarterly in arrears on the last
        day of each August, November, February and May. Any such Unused
        Commitment Fee remaining unpaid on the Revolving Commitment Termination
        Date shall be due and payable on such date. The Unused Commitment Fee
        shall be shared by the Banks on the basis of their respective
        Percentages."

                8.      Section 3.2 of the Credit Agreement is hereby amended to
read as follows:

                "Section 3.2 Conditions Precedent to All Borrowings. The
        obligation of the Banks to fund each request for a Borrowing or to issue
        each Letter of Credit shall be subject to the further conditions
        precedent that on such date:

                                       -7-



                        (a) the representations and warranties contained in
                Article IV hereof are correct in all material respects on and as
                of the date of such Advance as though made on and as of such
                date;

                        (b) no event has occurred and is continuing, or would
                result from such Advance, which constitutes a Default or an
                Event of Default; and

                        (c) as of the Covenant Computation Date most recently
                preceding such date, the Borrower's Fixed Charge Coverage Ratio
                was not less than 1.50 to 1.00."

                9.      Section 4.4 of the Credit Agreement is hereby amended to
read as follows:

                "Section 4.4 Subsidiaries. Schedule 4.4 attached to the Second
        Amendment is a complete and correct list of all Subsidiaries and
        Affiliates of the Borrower and the percentage of the ownership of the
        Borrower or any Subsidiary in each such Subsidiary or Affiliate as of
        the date of the Second Amendment Effective Date. All shares of each
        Subsidiary and Affiliate owned by the Borrower or any Subsidiary are
        validly issued and fully paid and non-assessable."

                10.     Section 4.15 of the Credit Agreement is hereby amended
to read as follows:

                "Section 4.15 Reserved."

                11.     Section 5.1(a) of the Credit Agreement is hereby amended
to read as follows:

                "(a)    as soon as available, and in any event within 120 days
        after the end of each fiscal year of the Borrower, the annual audit
        report of the Borrower and its Subsidiaries with the unqualified opinion
        of independent certified public accountants selected by the Borrower and
        acceptable to the Agent, which annual report shall include the balance
        sheets of the Borrower and its Subsidiaries as at the end of such fiscal
        year and the related statements of income, retained earnings and cash
        flows of the Borrower and its Subsidiaries for the fiscal year then
        ended, prepared on a consolidated and consolidating basis, all in
        reasonable detail and prepared in accordance with GAAP, together with a
        certificate of the chief financial officer of the Borrower,
        substantially in the form of Exhibit B to the Second Amendment, stating
        that such annual audit report has been prepared in accordance with GAAP
        and whether or not such officer has knowledge of the occurrence of any
        Default or Event of Default hereunder and, if so, stating in reasonable
        detail the facts with respect thereto;"

                                       -8-



                12.     Section 5.1(b) of the Credit Agreement is hereby amended
to read as follows:

                "(b)    as soon as available and in any event on or before the
        applicable Quarterly Financial Statement Due Date after the end of each
        fiscal quarter of the Borrower, an unaudited/internal balance sheet and
        statement of income, cash flow and retained earnings of the Borrower and
        its Subsidiaries as at the end of and for such quarter and for the
        year-to-date period then ended, prepared on a consolidated and
        consolidating basis, in reasonable detail and the figures for the
        corresponding date and periods in the previous year, all prepared in
        accordance with GAAP hereof, subject to year-end audit adjustments; and
        accompanied by a certificate of the chief financial officer of the
        Borrower, substantially in the form of Exhibit C to the Second
        Amendment, stating (i) that such financial statements have been prepared
        in accordance with GAAP, subject to year-end audit adjustments, (ii)
        whether or not such officer has knowledge of the occurrence of any
        Default or Event of Default hereunder not theretofore reported and
        remedied and, if so, stating in reasonable detail the facts with respect
        thereto, and (iii) all relevant facts in reasonable detail to evidence,
        and the computations as to (A) the status of the Borrower and its
        Subsidiaries for purposes of establishing the appropriate Eurodollar
        Rate Margin, Floating Rate Margin and Unused Commitment Fee Percentage
        and (B) whether or not the Borrower and its Subsidiaries are in
        compliance with the requirements set forth in Sections 5.8 through
        5.10;"

                13.     Section 5.8 of the Credit Agreement is hereby amended to
read as follows:

                "Section 5.8 Fixed Charge Coverage Ratio. As of each Covenant
        Computation Date, the Borrower and its Subsidiaries, on a consolidated
        basis, will maintain a Fixed Charge Coverage Ratio of not less than 1.50
        to 1.00; provided, however, although the Borrower shall report its Fixed
        Charged Coverage Ratio as of each Covenant Computation Date, the
        Borrower shall be required to comply with the ratio required by this
        Section 5.8 only if, as of the applicable Covenant Computation Date, (i)
        the Borrower has outstanding Revolving Advances under the Revolving
        Facility of $1 or more, or (ii) the aggregate amount of cash and cash
        equivalents of the Borrower are less than $50,000,000."

                14.     Section 5.9 of the Credit Agreement is hereby amended to
read as follows:

                "Section 5.9 Leverage Ratio. As of each Covenant Computation
        Date, the Borrower and its Subsidiaries, on a consolidated basis, will
        maintain a Leverage Ratio of not more than (i) 2.50 to 1.00 as of each
        Covenant Computation Date which occurs during the period from the Second
        Amendment Effective Date to and including February 23, 2002, (ii) 3.00
        to 1.00 as of each Covenant Computation Date which

                                       -9-



        occurs during the period from February 24, 2002 to and including May 25,
        2002, and (iii) 2.50 to 1.00 as of each Covenant Computation Date which
        occurs from and after May 26, 2002."

                15.     Section 5.10 of the Credit Agreement is hereby amended
in its entirety to read as follows:

                "Section 5.10 Minimum Tangible Net Worth. As of each Covenant
        Computation Date, the Borrower and its Subsidiaries, on a consolidated
        basis, will maintain a Tangible Net Worth in an amount not less than the
        amount set forth below opposite the applicable Covenant Computation Date
        set forth below:

             Applicable Covenant              Minimum Tangible Net
               Computation Date                   Worth Amount
         --------------------------        ---------------------------
         August 25, 2001                          $235,000,000

         November 24, 2001 and each        Required Tangible Net Worth
         subsequent Covenant                         Amount
         Computation Date

                As used in this Section 5.10, the "Required Tangible Net Worth
        Amount" for any given Covenant Computation Date is an amount equal to
        the sum of the minimum Tangible Net Worth required as of the immediately
        preceding Covenant Computation Date, plus fifty percent (50%) of the Net
        Income realized by the Borrower and its Subsidiaries, on a consolidated
        basis, since such immediately preceding Covenant Computation Date (with
        any net loss counting as zero in such calculation), plus fifty percent
        (50%) of the net cash proceeds received by the Borrower and/or its
        Subsidiaries from any equity offering made by the Borrower and/or its
        Subsidiaries since such immediately preceding Covenant Computation
        Date."

                16.     Section 5.11 of the Credit Agreement is hereby amended
to read as follows:

                "Section 5.11 Reserved."

                17.     Section 5.12 of the Credit Agreement is hereby amended
to read as follows:

                "Section 5.12 Reserved."

                18.     Section 6.1(a) of the Credit Agreement is hereby amended
to read as follows:

                                      -10-



                "(a)    mortgages, deeds of trust, pledges, liens, security
        interests and assignments in existence on the Second Amendment Effective
        Date and listed in Schedule 6.1 attached to the Second Amendment (other
        than those described in subsection (f) securing indebtedness for
        borrowed money on the Second Amendment Effective Date);"

                19.     Section 6.1(f) of the Credit Agreement is hereby amended
to read as follows:

                "(f)    purchase money mortgages, liens or security interests,
        including conditional sale agreements or other title retention
        agreements and leases which are in the nature of title retention
        agreements, upon or in property of the Borrower or any of its
        Subsidiaries, or mortgages, liens or security interests existing in such
        property at the time of the acquisition thereof; provided that no such
        mortgage, lien or security interest extends or shall extend to or cover
        any property of the Borrower or any of its Subsidiaries other than the
        property then being acquired and fixed improvements then or thereafter
        erected thereon."

                20.     Section 6.2 of the Credit Agreement is hereby amended to
read as follows:

                "Section 6.2. Indebtedness. The Borrower will not, and will not
        permit any Subsidiary to, incur, create, assume, permit or suffer to
        exist, any indebtedness or liability on account of deposits or advances
        or any indebtedness for borrowed money, or any other indebtedness or
        liability evidenced by notes, bonds, debentures or similar obligations,
        except:

                        (a)     Obligations arising hereunder;

                        (b)     Capitalized Lease Liabilities and indebtedness
                of the Borrower or its Subsidiaries secured by security
                interests permitted by Section 6.1(f) in an aggregate amount not
                to exceed $5,000,000 at any time;

                        (c)     indebtedness of Borrower in connection with the
                IDRB Financing, including, without limitation, the indebtedness
                or reimbursement obligations of Borrower with respect to the
                IDRB Letter of Credit;

                        (d)     indebtedness or reimbursement obligations of the
                Borrower and/or any of its Subsidiaries with respect to any
                documentary letter of credit facility in an amount not to exceed
                $250,000 now or hereafter established by Wells Fargo for the
                Borrower and/or any such Subsidiary, including any present or
                future extension, renewal or modification thereof permitted by
                Wells Fargo;

                                      -11-



                        (e)     Subordinated Debt, or renewals thereof, provided
                that (a) it is subordinated to the prior payment of all
                indebtedness, reimbursement obligations and guaranties of the
                Borrower and its Subsidiaries in favor of the Banks on terms and
                conditions approved in writing by the Banks and (b) the
                aggregate amount of Subordinated Debt at any one time
                outstanding does not exceed $5,000,000 (Subordinated Debt as of
                the Second Amendment Effective Date as reflected in Schedule 6.2
                attached to the Second Amendment);

                        (f)     an unsecured irrevocable standby letter of
                credit issued in the original amount of $1,669,918 by Wells
                Fargo in favor of Firstar Bank of Minnesota, National
                Association, for the account of Fluoroware PEI, Inc., as the
                same is now and may hereafter be amended from time to time;

                        (g)     Rate Hedging Obligations covering national
                amounts not exceeding $10,000,000 in the aggregate at any one
                time;

                        (h)     Indebtedness for borrowed money in foreign
                currencies in an aggregate principal amount not to exceed at any
                time $30,000,000 (outstanding indebtedness for borrowed money in
                foreign currencies as of the Second Amendment Effective Date is
                reflected in Schedule 6.2 attached to the Second Amendment); and

                        (i)     Indebtedness for borrowed money not permitted by
                any other subsection of this Section 6.2 in an aggregate
                principal amount not to exceed at any time $10,000,000.

                21.     Section 6.3(d) of the Credit Agreement is hereby amended
to read as follows:

                "(c)    guaranties, endorsements and other direct or contingent
        liabilities in connection with the obligations of other Persons in
        existence on the Second Amendment Effective Date and listed in Schedule
        6.3 attached to the Second Amendment;"

                22.     Section 6.3(d) of the Credit Agreement is hereby amended
to read as follows:

                "(d)    a guaranty given in favor of Wells Fargo in connection
        with the letter of credit permitted by Section 6.2(d)."

                23.     Section 6.4(g)(ii)(C) of the Credit Agreement is hereby
amended to read as follows:

                                      -12-



                "(c)    all consideration (whether in the form of cash paid,
                        indebtedness assumed or otherwise) given by the Borrower
                        and its Subsidiaries for acquisitions permitted under
                        this Section 6.4(g) shall not exceed an aggregate amount
                        of $25,000,000 during the fiscal year in which such
                        acquisition occurs, and"

                24.     Section 6.12 of the Credit Agreement is hereby amended
to read as follows:

                "Section 6.12 Prohibition of Entering into Negative Pledge
        Arrangements. The Borrower will not, and will not permit any of its
        Subsidiaries to, enter into any agreement or covenant with any Person
        (other than with the Banks or Wells Fargo), that prohibits the Borrower
        or any of its Subsidiaries from creating, incurring, assuming or
        suffering to exist mortgages, deeds of trust or other encumbrances on
        any of its assets."

                25.     Section 9.3 of the Credit Agreement is hereby amended to
read as follows:

                "Section 9.3 Addresses for Notices, Etc. Except as otherwise
        expressly provided herein, all notices, requests, demands and other
        communications provided for under the Loan Documents shall be in writing
        and mailed or delivered to the applicable parties at their respective
        addresses set forth on the execution pages of the Second Amendment, or,
        as to each party, at such other address as shall be designated by such
        party in a written notice to the other party complying as to delivery
        with the terms of this Section 9.3. All such notices, requests, demands
        and other communications, when delivered, shall be effective upon actual
        delivery and when mailed, shall be effective when sent by nationally
        recognized overnight mail courier or delivery service, addressed as
        aforesaid, except that notices or requests to the Agent or any Bank
        pursuant to any of the provisions of Article II shall not be effective
        until received by the Agent or such Bank."

                                      -13-



The parties hereby agree that all references to the address of the Agent or
Wells Fargo in any of the Exhibits to the Credit Agreement or in any other Loan
Document are hereby amended to refer to the address specified for the Agent and
Wells Fargo on the signature page of this Amendment.

                26.     This Amendment shall become effective when the Agent
shall have received the following, each in form and content acceptable to the
Agent in its sole discretion:

                (a)     This Amendment duly executed on behalf of the Borrower,
        the Banks and the Agent, with all schedules completed and attached
        thereto;

                (b)     A certified copy of the resolutions of the board of
        directors of the Borrower, evidencing approval of this Amendment;

                (c)     A signed copy of a certificate of the Secretary or an
        Assistant Secretary of the Borrower, which shall certify the names of
        the officers of such Borrower authorized to sign this Amendment and the
        other documents or certificates to be delivered pursuant to this
        Agreement, including requests for Advances and Eurodollar Rate Fundings,
        together with the true signatures of such officers. The Agent and each
        Bank may conclusively rely on such certificates until they shall receive
        a further certificate of the Secretary or an Assistant Secretary of the
        Borrower canceling or amending the prior certificate and submitting the
        signatures of the officers named in such further certificate;

                (d)     A Certificate of good standing of the Borrower, dated
        not more than thirty (30) days prior to the date hereof, and evidence
        satisfactory to the Agent that the Borrower is qualified to conduct its
        businesses in each state where it presently conducts such business;

                (e)     Certified Articles of Merger from all appropriate
        jurisdictions which establish that Fluoroware, Inc. and Empak, Inc. have
        been merged into the Borrower, with the Borrower as the surviving
        entity.

                (f)     Current searches of appropriate filing offices showing
        that no state or federal tax liens have been filed and remain in effect
        against the Borrower (or Fluoroware, Inc. or Empak, Inc.), and that no
        financing statements or other notifications or filings have been filed
        and remain in effect against the Borrower (or Fluoroware, Inc. or Empak,
        Inc.), other than those for which the Agent has received an appropriate
        release, termination or satisfaction or those permitted in accordance
        with Section 6.1 of the Credit Agreement, as amended by this Amendment;

                (g)     A signed copy of an opinion of counsel for the Borrower,
        addressed to the Agent and the Banks;

                                      -14-



                (h)     Copies of all promissory notes evidencing Subordinated
        Debt in existence on the date of this Amendment, together with
        subordination agreements executed on behalf of all of such subordinated
        creditors in favor of the Agent and the Banks in form and content
        acceptable to the Agent in its sole discretion.

                27.     Except as amended by this Amendment, all of the terms
and conditions of the Credit Agreement and the other Loan Documents shall remain
in all other respects in full force and effect.

                28.     This Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
counterparts taken together shall constitute but one and the same instrument.

                29.     The Borrower hereby absolutely and unconditionally
releases and forever discharges the Agent and each of the Banks, and any and all
participants, parent corporations, subsidiary corporations, affiliated
corporations, insurers, indemnitors, successors and assigns thereof, together
with all of the present and former directors, officers, agents and employees of
any of the foregoing (the "Released Parties"), from any and all claims, demands
or causes of action of any kind, nature or description, whether arising in law
or equity or upon contract or tort or under any state or federal law or
otherwise, which the Borrower has had, now has or has made claim to have against
such Released Party for or by reason of any act, omission, matter, cause or
thing whatsoever arising from the beginning of time to and including the date of
this Amendment in connection with or related to the transactions evidenced by
the Loan Documents, whether such claims, demands and causes of action are mature
or unmatured or known or unknown.

                30.     The execution of this Amendment shall not be deemed to
be a waiver of any Default or Event of Default under the Credit Agreement,
whether or not known to the Agent and/or the Banks and whether or not existing
on the date of this Amendment.

                31.     The Borrower hereby represents and warrants to the Agent
and the Banks as follows:

                (a)     The Borrower has all requisite power and authority to
        execute this Amendment and to perform all of its obligations under the
        Credit Agreement, as amended by this Amendment, and the Credit
        Agreement, as amended by this Amendment, and the other Loan Documents
        executed on behalf of the Borrower have been duly executed and delivered
        by the Borrower and constitute the legal, valid and binding obligations
        of the Borrower, enforceable in accordance with their respective terms.

                (b)     The execution, delivery and performance by the Borrower
        of the Credit Agreement, as amended by this Amendment, and the other
        Loan Documents executed

                                      -15-



        on behalf of the Borrower have been duly authorized by all necessary
        corporate action and do not (i) require any authorization, consent or
        approval by any governmental department, commission, board, bureau,
        agency or instrumentality, domestic or foreign, (ii) violate any
        provision of any law, rule or regulation or of any order, writ,
        injunction or decree presently in effect, having applicability to the
        Borrower, or the Articles of Incorporation or By-laws of the Borrower,
        or (iii) result in a breach of or constitute a default under any
        indenture or loan or credit agreement or any other agreement, lease or
        instrument to which the Borrower is a party or by which it or its
        properties may be bound or affected.

                (c)     All of the representations and warranties contained in
        Article IV of the Credit Agreement are correct on and as of the date
        hereof as though made on and as of such date, except to the extent that
        such representations and warranties relate solely to an earlier date.

                32.     References. All references in the Credit Agreement to
"this Agreement" shall be deemed to refer to the Credit Agreement as amended by
this Amendment; and any and all references in any of the other Loan Documents to
the "Credit Agreement" shall be deemed to refer to the Credit Agreement as
amended by this Amendment. All references in the Credit Agreement to "Norwest"
are hereby amended to be references to "Wells Fargo" as defined in this
Amendment. All references in the Credit Agreement to "Commitment Fee Percentage"
are hereby amended to be references to "Unused Commitment Fee Percentage" as
defined in this Amendment. All references in the Credit Agreement to "Schedule
4.4" are hereby amended to be references to Schedule 4.4 attached to this
Amendment. All references in the Credit Agreement to "Schedule 6.1" are hereby
amended to be references to Schedule 6.1 attached to this Amendment.

                                      -16-



                IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized
as of the date first above written.

Address:                               ENTEGRIS, INC.
3500 Lyman Boulevard
Chaska, Minnesota 55318
Attn: John Villas                      By  /s/ John Villas
Telecopy No. (612) 556-8644               --------------------------------------
                                           Its  Chief Financial Officer
                                               ---------------------------------
                                       And

                                       By  /s/ James Dauwalter
                                          --------------------------------------
                                           Its  Chief Executive Officer
                                               ---------------------------------


Address:                                   WELLS FARGO BANK, NATIONAL
7900 Xerxes Avenue South                    ASSOCIATION, , as Bank and as Agent
MAC N9307-013
Bloomington, Minnesota  55431
Attn: Richard G. Trembley
Telecopy No. (612) 316-1621

Revolving Commitment: $10,000,000      By  /s/ Richard G. Trembley
Percentage: 50%                           --------------------------------------
                                           Its  Vice President
                                               ---------------------------------


Address:                                   HARRIS TRUST AND SAVINGS BANK, as
111 West Monroe                             Bank
P.O. Box 755
Chicago, Illinois  60690
Attn: John P. Quigley
Telecopy No. (312) 293-5040

Revolving Commitment: $10,000,000      By  /s/ John P. Quigley
Percentage: 50%                           --------------------------------------
                                           Its  Vice President
                                               ---------------------------------

             Signature Page to Second Amendment to Credit Agreement



                                                                    EXHIBIT 10.5

                         CONSENT AND AMENDMENT AGREEMENT

                This Consent and Amendment Agreement (this "Agreement"), dated
as of February 7, 2003, is by and among ENTEGRIS, INC., a Minnesota corporation
(the "Borrower"), the Banks (defined in the Credit Agreement, defined below) and
WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, in its
separate capacity as administrative agent for the Banks (in such capacity, the
"Agent").

                The Borrower, the Banks and the Agent are parties to a Credit
Agreement dated as of November 30, 1999 (as amended, supplemented or modified to
date, the "Credit Agreement").

                The Borrower has requested the consent of the Agent and the
Banks to the Borrower's acquisition (the "Acquisition") of certain assets from
Asyst Technologies, Inc., a California corporation (the "Seller"), pursuant to
the terms of an Asset Purchase Agreement dated as of February 11, 2003 among
Entegris Cayman Ltd., a Cayman Island corporation and wholly-owned subsidiary of
the Borrower and the Borrower (collectively, the Borrower and such subsidiary
being the "Buyer") and the Seller (the "Purchase Agreement").

                The Agent and the Banks have agreed to provide such consent on
the terms and subject to the conditions of this Agreement.

                Accordingly, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:

                1.      Definitions. All capitalized terms used in this
Agreement not otherwise specifically defined herein shall have the meanings
given to such terms in the Credit Agreement.

                2.      Consent. Subject to the conditions set forth in this
Agreement, the Agent and the Banks consent to the Acquisition for all purposes
of the Credit Agreement and waive any Default or Event of Default which would
result therefrom absent such consent. The consent described above is limited to
its express terms. Except as expressly set forth above, the consent given in
this Section 2 shall not operate as a consent to or waiver of any Default, Event
of Default, breach of or other departure from any provision of the Credit
Agreement or any other Loan Document, whether existing or future and whether
known or unknown.

                3.      Amendment. The Credit Agreement is hereby amended to add
Section 5.11 as set forth below:

                "Section 5.11 Minimum Cash and Cash Equivalents. The Borrower
        will at all times maintain cash and cash equivalents of not less than
        $75,000,000, such cash and cash equivalents to at all times be owned
        solely by the Borrower."

                                        1



                4.      Conditions Precedent. This Agreement shall become
effective when the Agent shall have received the following, each in form and
content acceptable to the Agent in its sole discretion:

                (a)     this Agreement, duly executed on behalf of the Borrower,
        the Banks and the Agent;

                (b)     Copies of the Articles of Incorporation and Bylaws of
        the Borrower certified by the Secretary or Assistant Secretary of the
        Borrower as being true and correct copies thereof;

                (c)     A certified copy of the resolutions of the board of
        directors of the Borrower evidencing approval of this Agreement and all
        matters contemplated hereby;

                (d)     A signed copy of a certificate of the Secretary or an
        Assistant Secretary of the Borrower, which shall certify the names of
        the officers of the Borrower authorized to sign this Agreement and the
        documents to be executed by the Borrower in connection therewith,
        together with the true signatures of such officers.

                (e)     A Certificate of good standing of the Borrower, dated
        not more than thirty (30) days prior to the date hereof;

                (f)     the Purchase Agreement, complete with all schedules and
        exhibits thereto, duly executed on behalf of all parties thereto;

                (g)     the Acquisition is completed in accordance with the
        terms of the Purchase Agreement, for an amount not to exceed the
        Purchase Price (as defined in the Purchase Agreement);

                (h)     the Borrower has executed and returned a commitment
        letter dated as of even date herewith relating to certain additional
        financing contemplated among the Agent, the Banks and the Borrower;

                5.      Representations and Warranties of the Borrower. The
Borrower hereby represents and warrants to the Agent and the Banks as follows:

                (a)     The Borrower has all requisite power and authority to
        execute and deliver this Agreement and to perform all of its obligations
        under this Agreement and the Credit Agreement as amended hereby and this
        Agreement has been duly executed and delivered by the Borrower and this
        Agreement and the Credit Agreement as amended hereby constitute the
        legal, valid and binding obligations of the Borrower, enforceable in
        accordance with their terms.

                (b)     The execution, delivery and performance by the Borrower
        of this Agreement and its performance of the Credit Agreement as amended
        hereby have

                                        2



        been duly authorized by all necessary corporate action and do not (i)
        require any authorization, consent or approval by any governmental
        department, commission, board, bureau, agency or instrumentality,
        domestic or foreign, (ii) violate any provision of any law, rule or
        regulation or of any order, writ, injunction or decree presently in
        effect, having applicability to the Borrower, or the Articles of
        Incorporation or Bylaws of the Borrower, or (iii) result in a breach of
        or constitute a default under any indenture or loan or credit agreement
        or any other agreement, lease or instrument to which the Borrower is a
        party or by which it or its properties may be bound or affected.

                (c)     All of the representations and warranties contained in
        Article IV of the Credit Agreement are correct on and as of the date
        hereof as though made on and as of such date, except to the extent that
        such representations and warranties relate solely to an earlier date.

                6.      Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original and all
of which counterparts taken together shall constitute but one and the same
instrument.

                7.      Costs and Expenses. All out-of-pocket costs and expenses
of the Agent (including fees of outside counsel to the Agent) incurred in
connection with this Agreement and the matters contemplated hereby will be
governed by Section 9.4 of the Credit Agreement and shall be deemed incurred in
connection with the negotiation of amendments to the Loan Documents.

                8.      References; Effect. All references in the Credit
Agreement to "this Agreement" shall be deemed to refer to the Credit Agreement
as amended by this Agreement; and any and all references in any of the other
Loan Documents to the "Credit Agreement" shall be deemed to refer to the Credit
Agreement as amended by this Agreement. Except as otherwise amended by this
Agreement, all of the terms and conditions of the Credit Agreement and the other
Loan Documents shall remain in full force and effect in accordance with their
terms.

                9.      Governing Law. This Agreement shall be governed by and
construed in accordance with the substantive laws of the State of Minnesota.

                            [Signature Page Follows]

                                        3



                IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.

                                          ENTEGRIS, INC.


                                          By           /s/  John Villas
                                             -----------------------------------
                                               Its    Chief Financial Officer
                                                   -----------------------------


                                          By       /s/  James E. Dauwalter
                                             -----------------------------------
                                               Its    Chief Executive Officer
                                                   -----------------------------


                                          WELLS FARGO BANK, NATIONAL
                                          ASSOCIATION, as a Bank and as Agent


                                          By      /s/  Richard G. Trembley
                                             -----------------------------------
                                               Its        Vice President
                                                   -----------------------------


                                          HARRIS TRUST AND SAVINGS BANK,
                                          as a Bank


                                          By       /s/ Michael M. Fordney
                                             -----------------------------------
                                               Its         Vice President
                                                   -----------------------------

               [Signature Page to Consent and Amendment Agreement]

                                        4



                                                                    EXHIBIT 10.6

                      FOURTH AMENDMENT TO CREDIT AGREEMENT

                This Amendment, dated as of February 26, 2003, is made by and
among ENTEGRIS, INC., a Minnesota corporation (the "Borrower"), each of the
banks appearing on the signature pages hereof, together with such other banks as
may from time to time become a party to the Credit Agreement (defined below)
pursuant to the terms and conditions of Article VIII of the Credit Agreement
(herein collectively called the "Banks" and individually each called a "Bank"),
and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association,
assignee of Wells Fargo Bank Minnesota, National Association, formerly known as
Norwest Bank Minnesota, National Association, in its separate capacity as
administrative agent for itself and all other Banks (in such capacity, the
"Agent").

                                    Recitals

                A.      The Borrower, the Banks and the Agent have entered into
a Credit Agreement dated as of November 30, 1999, as amended by a First
Amendment to Credit Agreement dated as of October 17, 2000, a Second Amendment
to Credit Agreement dated as of March 1, 2002 and a Consent and Amendment
Agreement dated as of February 7, 2003 (as so amended, the "Credit Agreement").

                B.      The Borrower has requested that the Banks and the Agent,
among other things (i) increase the Revolving Commitment Amount, (ii) extend the
maturity of the credit facility provided under the Credit Agreement, and (iii)
amend certain other provisions of the Credit Agreement.

                C.      The Banks and the Agent are willing to grant the
Borrower's requests subject to the terms and conditions set forth below.

                ACCORDINGLY, in consideration of the premises and for other good
and valuable consideration, the Borrower, the Banks and the Agent agree as
follows:

                1.      All capitalized terms used in this Amendment and not
otherwise specifically defined in this Amendment shall have the meanings given
such terms in the Credit Agreement.

                2.      Section 1.1 of the Credit Agreement is hereby amended by
amending or adding, as applicable, the following definitions to read in their
entirety as follows:

                '"Acquisition' means the acquisition by the Borrower and
        Entegris Cayman of certain assets of Asyst pursuant to the Acquisition
        Documents."

                                      - 1 -



                '"Acquisition Documents' means (a) the Asset Purchase Agreement
        dated as of February 11, 2003 among Asyst, the Borrower and Entegris
        Cayman, (b) the Patent Assignment and Cross-License and Trademark
        License Agreement dated as of February 11, 2003 between Asyst and the
        Borrower, (c) the Transition Services Agreement dated as of February 11,
        2003 among Asyst, the Borrower and Entegris Cayman, (d) the Escrow
        Agreement dated as of February 11, 2003 among Asyst, the Borrower,
        Entegris Cayman and Wells Fargo Bank, National Association in its
        capacity as escrow agent thereunder, and (e) separate Employment
        Agreements of John Burns and Gary Gallagher dated as of February 11,
        2003, including, in each case, all exhibits, schedules and other
        attachments thereto."

                '"Asyst' means Asyst Technologies, Inc., a California
        corporation."

                '"Base Rate' means the Prime Rate."

                '"Capital Expenditure' means any expenditure of money for the
        purchase or construction of fixed assets or for the purchase or
        construction of any other assets, or for improvements or additions
        thereto, which are capitalized on the Borrower's balance sheet, whether
        payable currently or in the future, excluding, however, any expenditure
        of cash in connection with an acquisition of stock or assets of another
        Person permitted under Section 6.4 of this Agreement."

                '"Cash Taxes' means, with respect to the applicable Covenant
        Computation Period, the Tax Expense for such Covenant Computation
        Period, plus (minus) any increase (decrease) in deferred tax assets
        during such Covenant Computation Period and minus (plus) any increase
        (decrease) in deferred tax liabilities during such Covenant Computation
        Period."

                '"Consent' means the Consent and Amendment Agreement dated as of
        February 7, 2003 among the Borrower, the Agent and the Banks."

                '"Domestic Cash' means the cash and cash equivalents owned by
        the Borrower and/or the Borrower's Domestic Subsidiaries."

                '"Domestic Subsidiary' means a Subsidiary organized under the
        laws of one of the States of the United States."

                '"Domestic Tangible Net Worth' means the sum (without
        duplication) of the Tangible Net Worth of (i) the Borrower, (ii) the
        Borrower's Domestic Subsidiaries, and (iii) the Guarantors, determined
        on a consolidated basis in accordance with GAAP; provided, however,
        that, for purposes of calculating Domestic Tangible Net Worth (a)
        Domestic Tangible Net Worth shall not include the Tangible Net Worth (or
        any portion thereof) of or attributable to a Foreign Subsidiary which is
        not also a Guarantor, (b) neither an investment of the Borrower, any
        Domestic Subsidiary or any

                                      - 2 -



        Guarantor in or to any Foreign Subsidiary nor any receivables due to the
        Borrower, any Domestic Subsidiary or any Guarantor from any Foreign
        Subsidiary shall be included in any determination of Domestic Tangible
        Net Worth, (c) the Tangible Net Worth of any Foreign Subsidiary which is
        also a Guarantor shall be limited to an amount agreed to by the Agent,
        the Banks and the Borrower upon such Foreign Subsidiary's becoming a
        Guarantor and, if not so agreed, such amount shall at all times be zero,
        and (d) the Specified Foreign Trade Receivables shall be included as
        tangible assets of the Borrower)."

                '"Entegris Cayman' means Entegris Cayman Ltd., a Cayman Island
        corporation and wholly-owned Subsidiary of the Borrower."

                '"Entegris Custom Products' means Entegris Custom Products,
        Inc., a Minnesota corporation."

                '"Financial Covenants' means the covenants contained in Sections
        5.8 through 5.13."

                "'Fixed Charge Coverage Ratio' means, with respect to the
        applicable Covenant Computation Period, the ratio of (a) EBITDA, plus
        Rent Expense, less Capital Expenditures, less Cash Taxes (whether or not
        included in the calculation of EBITDA), less Permitted Restricted
        Payments, to (b) Interest Expense, plus Rent Expense, plus current
        maturities of Long Term Debt."

                '"Foreign Subsidiary' means a Subsidiary other than a Domestic
        Subsidiary."

                '"Fourth Amendment' means the Fourth Amendment to Credit
        Agreement dated as of February 26, 2003 among the Borrower, the Banks
        and the Agent."

                '"Guarantor' means NT International, Entegris Custom Products
        and each other Subsidiary of the Borrower that executes and delivers a
        Guaranty in favor of the Agent and the Banks and (a) "Guarantors" means
        all of them, and (b) "either of the Guarantors" (or similarly
        constructed phrases) means "any of the Guarantors"."

                '"Guaranty' means a Guaranty of a Guarantor in favor of the
        Agent and the Banks, in form and substance satisfactory to the Agent,
        guaranteeing the Obligations, as the same may be amended, supplemented
        or restated from time to time, and "Guaranties" means all of them."

                '"Intercompany Loan' means a loan by the Borrower to one or more
        of its Subsidiaries or a loan by one or more of the Borrower's
        Subsidiaries to the Borrower."

                                      - 3 -



                '"Maturity Date' means February 27, 2004 with respect to the
        Revolving Facility."

                '"NT International' means NT International, Inc., a Minnesota
        corporation."

                '"Percentage' means, as to any Bank, the percentage set forth
        opposite such Bank's signature on the execution pages of the Fourth
        Amendment, or below such Bank's signature on any Assignment Certificate
        executed by such Bank, representing the ratio of such Bank's Revolving
        Commitment to the Revolving Commitment Amount."

                '"Prime Rate' means the rate of interest publicly announced from
        time to time by the Agent as its "prime" or "base" rate or, if the Agent
        ceases to announce a rate so designated, any similar successor rate
        designated by the Required Banks."

                '"Prior Guarantors' means Empak and Fluoroware."

                '"Prior Guarantor Obligations' means all obligations of Empak
        and/or Fluoroware to the Agent or the Banks under or in connection with
        the Credit Agreement, their respective Guaranties or the other Loan
        Documents as the same existed immediately prior to their merger with and
        into the Borrower, including, without limitation all obligations of
        Fluoroware with respect to the IDRB Financing, IDRB Letter of Credit and
        IDRB Letter of Credit Reimbursement Agreement."

                '"Required Net Worth Amount' [deleted]."

                "'Revolving Commitment' means, with respect to each Bank, the
        amount of the Revolving Commitment set forth opposite such Bank's name
        on the execution pages of the Fourth Amendment, or below such Bank's
        signature on an Assignment Certificate executed by such Bank, unless
        such amount is reduced pursuant to Section 2.14(a) hereof, in which
        event it means the amount to which said amount is reduced pursuant
        thereto, or as the context may require, the obligation of such Bank to
        make Revolving Advances, as contemplated in Section 2.1."

                "'Revolving Commitment Amount' shall mean Forty Million Dollars
        ($40,000,000), being the maximum amount of the Revolving Commitments of
        all Banks, in the aggregate, to make Revolving Advances to the Borrower
        pursuant to Section 2.1, subject to reduction in accordance with Section
        2.14(a)."

                "'Revolving Commitment Period' means a 364-day period commencing
        on February 28, 2003 and ending on the Maturity Date, unless the
        Revolving Commitments are earlier terminated pursuant to Section 7.2 or
        are earlier reduced to zero pursuant to Section 2.14(a)."

                                      - 4 -



                "'Revolving Note' means a promissory note of the Borrower
        payable to a Bank in the amount of such Bank's Revolving Commitment, in
        substantially the form of Exhibit A (as such promissory note may be
        amended, extended or otherwise modified from time to time), evidencing
        the aggregate indebtedness of the Borrower to such Bank resulting from
        such Bank's Percentage of each Borrowing under the Revolving Facility,
        and also means each promissory note accepted by such Bank from time to
        time in substitution therefor or in renewal thereof."

                '"Specified Affiliates' means OregonLabs LLC, a Minnesota
        limited liability company, Metron Technology, SV, a Netherlands
        corporation, Xiangfan Huaguang Atcor Technolgy, LLC, a Chinese limited
        liability company and Entegris Precision Technology, Ltd., a Taiwan
        corporation."

                '"Specified Receivables' means receivables due to the Borrower
        from a Specified Affiliate on and as of the date of the Fourth
        Amendment, but shall in no event include any receivable generated or due
        on or after the date of the Fourth Amendment."

                '"Specified Investments' means investments by the Borrower in a
        Specified Affiliate on and as of the date of the Fourth Amendment, but
        shall in no event include any investment of the Borrower in or to such
        Specified Affiliate made on or after the date of the Fourth Amendment."

                '"Specified Foreign Trade Receivables' means the aggregate
        amount of all trade receivables due to the Borrower from any one or more
        of its Foreign Subsidiaries."

                "'Tangible Net Worth' of a Person means, as of the applicable
        Covenant Computation Date, the difference between (a) the tangible
        assets of such Person, calculated in accordance with GAAP, after
        deducting adequate reserves in each case where, in accordance with GAAP,
        a reserve is proper and (b) all Debt of such Person; provided, that in
        no event shall there be included as tangible assets: patents,
        trademarks, tradenames, copyrights, licenses, goodwill, receivables due
        from or investments in Affiliates of such Person (but Specified
        Receivables and Specified Investments shall be included as tangible
        assets of the Borrower), prepaid expenses, deposits, deferred charges or
        treasury stock or any securities or Debt of such Person, or any other
        securities unless such securities are readily marketable on a public
        exchange in the United States of America or are entitled to be used as a
        credit against federal income tax liabilities, and any other assets
        designated from time to time by the Agent, in its reasonable discretion,
        as intangible assets."

                '"Tax Expense' means, with respect to any Person with respect
        to the applicable Covenant Computation Period, federal, state, local and
        foreign income tax expense recognized by such Person with respect to
        such Covenant Computation Period, as determined in accordance with
        GAAP."

                                      - 5 -



                "'Unused Commitment Fee Percentage' means, as of the date of
        determination, the percentage set forth in the table below opposite the
        applicable range of the ratio of Total Funded Debt to EBITDA of the
        Borrower and its Subsidiaries as of such date of determination;
        provided, however, notwithstanding the foregoing, the Unused Commitment
        Fee Percentage shall be 0.200% so long as the Borrower is in compliance
        with the requirements of Section 5.12 hereof. Reductions and increases
        in the Unused Commitment Fee Percentage will be verified by the Agent
        upon receipt of the financial statements of the Borrower and its
        Subsidiaries and related compliance certificate as required under
        Section 5.1(b) of this Agreement. The ratio will be determined on the
        basis of a rolling four quarter calculation of the ratio of Total Funded
        Debt to EBITDA as of the last day of the most recent quarter-end
        reflected in the most recent financial statements delivered by the
        Borrower for the Borrower and its Subsidiaries under Section 5.1(b). Any
        reduction or increase in the Unused Commitment Fee Percentage will
        become effective on the first day of the first month following the
        applicable Quarterly Financial Statement Due Date. If the Borrower fails
        to deliver the financial statements of the Borrower and its Subsidiaries
        and/or related compliance certificate required under Section 5.1(b) on
        or before the applicable Quarterly Financial Statement Due Date, the
        Borrower and its Subsidiaries shall be deemed to have a ratio of Total
        Funded Debt to EBITDA for such quarter of more than 2.00 to 1.00, and
        the Unused Commitment Fee Percentage will be 0.350% beginning on the
        first day of the first month following such Quarterly Financial
        Statement Due Date and will continue as such until the Borrower delivers
        the financial statements of the Borrower and its Subsidiaries for the
        next fiscal quarter in accordance with Section 5.1(b).

              Ratio of Total Funded                    Unused Commitment Fee
                 Debt to EBITDA                             Percentage
         -------------------------------------------------------------------
                   * 2.00/1.00                               0.350%
         -------------------------------------------------------------------
            * 1.50/1.00 to 2.00/1.00                         0.300%
         -------------------------------------------------------------------
            1.00/1.00 to 1.50/1.00                           0.250%
         -------------------------------------------------------------------
                  ** 1.00/1.00                               0.200%
         -------------------------------------------------------------------
* - less than
** - greater than

                3.      Addition of Section 1.2 to the Credit Agreement. Section
1.2 is hereby added to the Credit Agreement as follows:

                                      - 6 -



                "Section 1.2 References to Empak, Fluoroware and Related
        References. The parties hereto acknowledge and agree that both Empak and
        Fluoroware have been merged with and into the Borrower as contemplated
        by the Second Amendment and that all Prior Guarantor Obligations have
        been assumed by the Borrower as a result of such merger. As a
        consequence of the foregoing, all Prior Guarantor Obligations shall be
        deemed to be obligations of the Borrower and all references in the
        Credit Agreement or any other Loan Document to "Empak" or "Fluoroware"
        or related terms shall be construed consistently with this Section 1.2
        and shall not be given independent or additional effect."

                4.      Addition of Section 1.3 to the Credit Agreement. Section
1.3 is hereby added to the Credit Agreement as follows:

                "Section 1.2 References to Guarantors and Guaranties. Certain
        Subsidiaries of the Borrower have agreed to guarantee the obligations of
        the Borrower under and with respect to the Credit Agreement and the
        other Loan Documents. All references in the Credit Agreement or the
        other Loan Documents to "Guarantors", "Guaranties" or like defined terms
        shall be deemed to refer to the Guarantors and Guaranties as each such
        term is defined in the Credit Agreement as amended, modified or
        otherwise supplemented to date; provided, however, that the foregoing
        shall not limit the Borrower's responsibility for or assumption of the
        Prior Guarantor Obligations."

                5.      Amendment of Section 2.13 of the Credit Agreement.
Section 2.13 of the Credit Agreement is hereby amended in its entirety to read
as follows:

                "Section 2.13 Use of Proceeds. The Proceeds of each Borrowing
        shall be used by the Borrower for its general corporate purposes and may
        from time to time be loaned to its Subsidiaries for their working
        capital and general corporate purposes."

                6.      Amendment to Section 3.2 of the Credit Agreement.
Section 3.2 of the Credit Agreement is hereby amended in its entirety to read as
follows:

                "Section 3.2 Conditions Precedent to All Borrowings. The
        obligation of the Banks to fund each request for a Borrowing or to issue
        each Letter of Credit shall be subject to the further conditions
        precedent that on such date:

                        (a)     the representations and warranties contained in
                Article IV hereof are correct in all material respects on and as
                of the date of such Advance as though made on and as of such
                date; and

                        (b)     no event has occurred and is continuing, or
                would result from such Advance, which constitutes a Default or
                an Event of Default."

                                      - 7 -



                7.      Amendment to Section 4.15 to the Credit Agreement.
Section 4.15 of the Credit Agreement is hereby amended in its entirety to read
as follows:

                "Section 4.15 Acquisition. The Borrower and Entegris Cayman have
        completed the Acquisition in compliance with all material terms of the
        Acquisition Documents. The Borrower and/or Entegris Cayman have the
        title specified in the Acquisition Documents to all assets the subject
        of the Acquisition and such assets are free and clear of all mortgages,
        security interests, liens and encumbrances, except those specifically
        contemplated by the Acquisition Documents."

                8.      Amendment to Section 5.1(a) of the Credit Agreement.
Section 5.1(a) of the Credit Agreement is hereby amended by deleting the text
"Exhibit B to the Second Amendment" therein and inserting the text "Exhibit E"
in its place.

                9.      Amendments to Section 5.1(b) of the Credit Agreement.
The following amendments are hereby made to Section 5.1(b) of the Credit
Agreement.

                        (a)     The text "Exhibit C to the Second Amendment" is
                hereby deleted and the text "Exhibit F" is hereby inserted in
                its place.

                        (b)     The text "in Sections 5.8 through 5.10" at the
                end of such Section is hereby deleted and the text "the
                Financial Covenants" is hereby inserted in its place.

                10.     Amendment to Section 5.8 of the Credit Agreement.
Section 5.8 of the Credit Agreement is hereby amended to read in its entirety as
follows:

                "Section 5.8 Fixed Charge Coverage Ratio. As of each Covenant
        Computation Date, the Borrower and its Subsidiaries, on a consolidated
        basis, will maintain a Fixed Charge Coverage Ratio of not less than 1.10
        to 1.00."

                11.     Amendment to Section 5.9 of the Credit Agreement.
Section 5.9 of the Credit Agreement is hereby amended to read in its entirety as
follows:

                "Section 5.9 Leverage Ratio. As of each Covenant Computation
        Date, the Borrower and its Subsidiaries, on a consolidated basis, will
        maintain a Leverage Ratio of not more than 2.25 to 1.00."

                12.     Amendment to Section 5.10 of the Credit Agreement.
Section 5.10 of the Credit Agreement is hereby amended to read in its entirety
as follows:

                "Section 5.10 Minimum Tangible Net Worth. As of each Covenant
        Computation Date occurring on or after February 28, 2003, the Borrower
        and its Subsidiaries, on a consolidated basis, will maintain a Tangible
        Net Worth of not less than the sum of $201,000,000 plus (a) fifty
        percent (50%) of the Net Income (unless

                                      - 8 -



        such amount is negative, in which case it shall be ignored for purposes
        of this Section) realized by the Borrower and its Subsidiaries, on a
        consolidated basis, for each Covenant Computation Period commencing on
        or after December 1, 2002, and (b) fifty percent (50%) of the net cash
        proceeds received by the Borrower and/or its Subsidiaries from any
        equity offering made by the Borrower and/or its Subsidiaries at any time
        on or after December 1, 2002."

                13.     Amendment of Section 5.11 of the Credit Agreement.
Section 5.11 of the Credit Agreement is hereby amended in its entirety to read
as follows:

                "Section 5.11 Minimum Domestic Tangible Net Worth. As of each
        Covenant Computation Date occurring on or after February 28, 2003, the
        Borrower, its Domestic Subsidiaries and the Guarantors, will maintain,
        on a consolidated basis, a Domestic Tangible Net Worth of not less than
        $125,000,000."

                14.     Amendment of Section 5.12 to the Credit Agreement.
Section 5.12 of the Credit Agreement is hereby amended in its entirety to read
as follows:

                "Section 5.12 Minimum Cash and Cash Equivalents. The Borrower
        and its Subsidiaries, on a consolidated basis, will at all times own and
        maintain cash and cash equivalents in an aggregate amount of not less
        than $75,000,000 and the Borrower will at all times cause not less than
        $40,000,000 of such amount to be held and maintained as Domestic Cash."

                15.     Addition of Section 5.13 to the Credit Agreement.
Section 5.13 of the Credit Agreement is hereby added as follows:

                "Section 5.13 Domestic Subsidiaries. The Borrower will cause
        each of its Domestic Subsidiaries, as and when created or acquired, to
        become a Guarantor and to, concurrent with such creation or acquisition,
        execute and deliver a Guaranty to the Agent for the benefit of the
        Banks."

                16.     Addition of Section 5.14 to the Credit Agreement.
Section 5.14 of the Credit Agreement is hereby added as follows:

                "Section 5.14 Opinion of Counsel to Asyst. The Borrower will use
        commercially reasonable efforts to cause counsel to Asyst in connection
        with the Acquisition to provide a reliance letter to the Agent and the
        Banks permitting the Agent and the Banks to rely on such counsel's
        opinion letter delivered in connection with the Acquisition within 30
        days of the date of the Fourth Amendment."

                17.     Amendment of Section 6.1 of the Credit Agreement. Clause
(a) of Section 6.1 of the Credit Agreement is hereby amended in its entirety to
read as follows:

                                      - 9 -



                "(a) mortgages, deeds of trust, pledges, liens, security
        interests and assignments in existence on the effective date of the
        Fourth Amendment and listed in Schedule 6.1 (including any subsequent
        extension or renewal of such mortgages, deeds of trust, pledges, liens,
        security interests and assignments to the extent (i) the related
        extension or renewal of the Debt secured thereby is otherwise permitted
        under this Agreement, (ii) the principal amount secured thereby is not
        increased above the amount outstanding immediately prior to such
        extension or renewal, and (iii) the property subject thereto is not
        increased)."

                18.     Amendment of Section 6.2 of the Credit Agreement.
Clauses (e), (h) and (i) of Section 6.2 of the Credit Agreement are hereby
amended in their entirety to read and clause (j) is hereby added thereto as
follows:

                        (e)     Subordinated Debt, or renewals thereof, provided
                that (a) it is subordinated to the prior payment of all
                indebtedness, reimbursement obligations and guaranties of the
                Borrower and its Subsidiaries in favor of the Banks on terms and
                conditions approved in writing by the Banks and (b) the
                aggregate amount of Subordinated Debt at any one time
                outstanding does not exceed $5,000,000 (all Subordinated Debt is
                properly reflected in Schedule 6.2);

                        (h)     Indebtedness for borrowed money in foreign
                currencies in an aggregate principal amount not to exceed at any
                time $30,000,000 (all Indebtedness for borrowed money in foreign
                currencies is properly reflected in Schedule 6.2);

                        (i)     Indebtedness for borrowed money not permitted by
                any other subsection of this Section 6.2 in an aggregate
                principal amount not to exceed at any time $10,000,000; and

                        (j)     Indebtedness arising from Intercompany Loans.

                19.     Amendment of Section 6.3 of the Credit Agreement. Clause
(c) of Section 6.3 of the Credit Agreement is hereby amended in its entirety to
read as follows:

                "(c) guaranties, endorsements and other direct or contingent
        liabilities in connection with the obligations of other Persons listed
        in Schedule 6.3, together with any extension, renewal or replacement
        thereof (so long as such indebtedness is not increased above the amount
        outstanding immediately prior to giving effect to any such extension,
        renewal or replacement);"

                20.     Amendment of Section 6.4 of the Credit Agreement.
Section 6.4 of the Credit Agreement is hereby amended in its entirety to read as
follows:

                                     - 10 -



                '"Section 6.4 Investments. The Borrower will not, and will not
        permit any Subsidiary to, purchase or hold beneficially any stock or
        other securities or evidences of indebtedness of, make or permit to
        exist any loans or advances to, or create or acquire any Subsidiary or
        make any investment or acquire any interest whatsoever in, any other
        Person, except:

                        (a)     investments (either directly or through mutual
                funds) in direct obligations of the United States of America or
                any agency or instrumentality thereof whose obligations
                constitute the full faith and credit obligations of the United
                States of America having a maturity of one year or less,
                commercial paper issued by a U.S. corporation rated "A-1" or
                "A-2" by Standard & Poors Rating Group or "P-1" or "P-2" by
                Moody's Investors Service, certificates of deposit or bankers'
                acceptances having a maturity of one year or less issued by
                members of the Federal Reserve System having deposits in excess
                of $100,000,000 (which certificates of deposit or bankers'
                acceptances are fully insured by the Federal Deposit Insurance
                Corporation) and such other investments as the Borrower shall
                request and the Banks shall approve in writing;

                        (b)     any investment by the Borrower or any of its
                Subsidiaries in the stock of any Subsidiary or in the stock of
                any Affiliate set forth on Schedule 4.4;

                        (c)     Intercompany Loans;

                        (d)     loans to officers and employees of the Borrower
                or officers and employees of any of its Subsidiaries not
                exceeding at any one time an aggregate of $500,000;

                        (e)     travel advances to officers and employees of the
                Borrower or officers and employees any of its Subsidiaries or
                any other similar advances in the ordinary course of business;

                        (f)     advances in the form of progress payments,
                prepaid rent or security deposits or any other similar advances
                in the ordinary course of business;

                        (g)     the acquisition of the stock or assets of
                another Person so long as, prior to each such acquisition, the
                Borrower has submitted to the Agent financial projections,
                certificates and other documentation which establish that, after
                giving effect to such acquisition:

                                        (A)   the Borrower and its Subsidiaries
                                              will be in compliance with all
                                              covenants and terms of this

                                     - 11 -



                                              Agreement and the other Loan
                                              Documents through the Maturity
                                              Date;

                                        (B)   the acquired business of such
                                              Person is in the same line of
                                              business as an existing business
                                              of the Borrower or its
                                              Subsidiaries; and

                                        (C)   all consideration (whether in the
                                              form of cash paid, indebtedness
                                              assumed or otherwise) given by the
                                              Borrower and its Subsidiaries for
                                              acquisitions permitted under this
                                              Section 6.4(g) shall not exceed an
                                              aggregate amount of $25,000,000
                                              during the fiscal year in which
                                              such acquisition occurs (provided,
                                              however, that the Acquisition
                                              shall not be counted for purposes
                                              of determining compliance with the
                                              $25,000,000 limitation set forth
                                              in this Section 6.4(g)(C)); and

                        (h)     the Acquisition."

                21.     Amendment of Section 6.6 of the Credit Agreement.
Clauses (b) and (c) of Section 6.6 of the Credit Agreement are hereby amended in
their entirety to read and clause (d) is hereby added as follows:

                        (b)     sales, leases and assignments by the Borrower or
                any of its Subsidiaries of its properties in the ordinary course
                of its business;

                        (c)     sales or leases by the Borrower or any of its
                Subsidiaries of its surplus, obsolete or worn-out properties; or

                        (d)     Intercompany Loans."

                22.     Amendment of Section 6.8 of the Credit Agreement.
Section 6.8 of the Credit Agreement is hereby amended to delete the reference to
"Section 6.4(g)" at the end of such Section and to insert the text "Section 6.4"
in its place.

                23.     Amendment of Section 7.1 of the Credit Agreement.
Section 7.1 of the Credit Agreement is hereby amended by amending clauses (d)
and (n) thereof to read in their entirety as follows:

                "(d) default in the performance, or breach, of any covenant or
        agreement on the part of the Borrower contained in any Financial
        Covenant or in Article VI; or"

                                     - 12 -



                "(n) any Guarantor shall repudiate, purport to revoke or fail to
        perform any of such Guarantor's obligations under its Guaranty or any
        other Loan Document to which it is a party; or"

                24.     Revised Schedules. The following Schedules and/or
Exhibits to the Credit Agreement (whether originally attached to the Credit
Agreement or subsequently becoming part of the Credit Agreement by amendment)
are hereby replaced in their entirety as follows:

                (a)     Exhibit A to the Second Amendment (originally given in
        replacement of Exhibit A to the Credit Agreement) is hereby replaced by
        Exhibit A to the Fourth Amendment, with the effect that Exhibit A to the
        Fourth Amendment shall hereafter constitute Exhibit A for all purposes
        of the Credit Agreement.

                (b)     Exhibit B to the Second Amendment (originally given in
        replacement of Exhibit E to the Credit Agreement) is hereby replaced by
        Exhibit B to the Fourth Amendment, with the effect that Exhibit B to the
        Fourth Amendment shall hereafter constitute Exhibit E for all purposes
        of the Credit Agreement.

                (c)     Exhibit C to the Second Amendment (originally given in
        replacement of Exhibit F to the Credit Agreement) is hereby replaced by
        Exhibit C to the Fourth Amendment, with the effect that Exhibit C to the
        Fourth Amendment shall hereafter constitute Exhibit F for all purposes
        of the Credit Agreement.

                (d)     Schedule 4.4 to the Second Amendment (originally given
        in replacement of Schedule 4.4 to the Credit Agreement) is hereby
        replaced by Schedule 4.4 to the Fourth Amendment, with the effect that
        Schedule 4.4 to the Fourth Amendment shall hereafter constitute Schedule
        4.4 for all purposes of the Credit Agreement.

                (e)     Schedule 6.1 to the Second Amendment (originally given
        in replacement of Schedule 6.1 to the Credit Agreement) is hereby
        replaced by Schedule 6.1 to the Fourth Amendment, with the effect that
        Schedule 6.1 to the Fourth Amendment shall hereafter constitute Schedule
        6.1 for all purposes of the Credit Agreement.

                (f)     Schedule 6.2 to the Second Amendment (originally given
        in replacement of Schedule 6.2 to the Credit Agreement) is hereby
        replaced by Schedule 6.2 to the Fourth Amendment, with the effect that
        Schedule 6.2 to the Fourth Amendment shall hereafter constitute Schedule
        6.2 for all purposes of the Credit Agreement.

                (g)     Schedule 6.3 to the Second Amendment (originally given
        in replacement of Schedule

                                     - 13 -



        6.3 to the Credit Agreement) is hereby replaced by Schedule 6.3 to the
        Fourth Amendment, with the effect that Schedule 6.3 to the Fourth
        Amendment shall hereafter constitute Schedule 6.3 for all purposes of
        the Credit Agreement.

                25.     Amendment Fee. In consideration of the Banks'
entering into this Amendment, the Borrower shall pay to the Agent, for the
ratable benefit of the Banks in accordance with their Percentages, a facility
increase fee of 0.125% of the increase in the Revolving Commitment Amount
effected by this Amendment. Such fee shall be deemed fully earned by the Banks'
execution and delivery of this Amendment.

                26.     Conditions Precedent. This Amendment shall become
effective when the Agent shall have received the following, each in form and
content acceptable to the Agent in its sole discretion:

                (a)     This Amendment duly executed on behalf of the Borrower,
        the Banks and the Agent;

                (b)     A Revolving Note duly executed on behalf of the Borrower
        in favor of each Bank in the amount of such Bank's Revolving Commitment,
        issued in substitution for and replacement of, but not payment of such
        Bank's Revolving Note (as defined in the Second Amendment);

                (c)     Copies of the executed Acquisition Documents;

                (d)     A certified copy of the resolutions of the board of
        directors of the Borrower evidencing approval of the Amendment and all
        matters contemplated hereby;

                (e)     A signed copy of a certificate of the Secretary or an
        Assistant Secretary of the Borrower, which shall certify (i) the names
        of the officers of the Borrower authorized to sign the Amendment and the
        documents to be executed by the Borrower in connection therewith,
        together with the true signatures of such officers, (ii) the resolutions
        described in (e) above, and (iii) that the Articles of Incorporation and
        Bylaws of the Borrower certified to the Agent and the Banks in
        connection with the Consent remain in full force and effect and have not
        been amended or modified since such certification;

                (f)     A certificate of good standing of the Borrower, dated
        not more than thirty (30) days prior to the date hereof;

                (g)     A certified copy of the resolutions of the sole
        shareholder of NT International evidencing approval of its Guaranty and
        all matters contemplated thereby;

                                     - 14 -



                (h)     Copies of the Articles of Incorporation and Bylaws of NT
        International certified by the Secretary or Assistant Secretary of the
        Borrower, the sole shareholder of NT International, as being true and
        correct copies thereof;

                (i)     A signed copy of a certificate of the Secretary or an
        Assistant Secretary of the Borrower, the sole shareholder of NT
        International, which shall certify the names of the officers of NT
        International authorized to sign its Guaranty and the documents to be
        executed by NT International in connection therewith, together with the
        true signatures of such officers.

                (j)     A certificate of good standing of NT International,
        dated not more than thirty (30) days prior to the date hereof;

                (k)     A certified copy of the resolutions of the sole
        shareholder of Entegris Custom Products evidencing approval of its
        Guaranty and all matters contemplated thereby;

                (l)     Copies of the Articles of Incorporation and Bylaws of
        Entegris Custom Products certified by the Secretary or Assistant
        Secretary of the Borrower, the sole shareholder of Entegris Custom
        Products, as being true and correct copies thereof;

                (m)     A signed copy of a certificate of the Secretary or an
        Assistant Secretary of the Borrower, the sole shareholder of Entegris
        Custom Products, which shall certify the names of the officers of
        Entegris Custom Products authorized to sign its Guaranty and the
        documents to be executed by Entegris Custom Products in connection
        therewith, together with the true signatures of such officers;

                (n)     A certificate of good standing of Entegris Custom
        Products, dated not more than thirty (30) days prior to the date hereof;

                (o)     Current searches of appropriate filing offices showing
        that no state or federal tax liens have been filed and remain in effect
        against the Borrower, NT International or Entegris Custom Products and
        that no financing statements or other notifications or filings have been
        filed and remain in effect against the Borrower, NT International or
        Entegris Custom Products other than those for which the Agent has
        received an appropriate release, termination or satisfaction or those
        permitted in accordance with Section 6.1 of the Credit Agreement;

                (p)     A signed copy of an opinion of counsel to the Borrower,
        NT International and Entegris Custom Products, addressed to the Agent
        and the Banks; and

                (q)     The Guaranties of NT International and Entegris Custom
        Products, duly executed on behalf of such parties.

                                     - 15 -



                27.     Reference to and Effect on the Credit Agreement and the
other Loan Documents. Except as otherwise amended by this Amendment, all of the
terms and conditions of the Credit Agreement and the other Loan Documents prior
to giving effect to this Amendment shall remain in full force and effect in
accordance with their terms.

                28.     Counterparts. This Amendment may be executed in any
number of counterparts, each of which shall be deemed to be an original and all
of which counterparts taken together shall constitute but one and the same
instrument.

                29.     Borrower Release. The Borrower hereby absolutely and
unconditionally releases and forever discharges the Agent and each of the Banks,
and any and all participants, parent corporations, subsidiary corporations,
affiliated corporations, insurers, indemnitors, successors and assigns thereof,
together with all of the present and former directors, officers, agents and
employees of any of the foregoing (the "Released Parties"), from any and all
claims, demands or causes of action of any kind, nature or description, whether
arising in law or equity or upon contract or tort or under any state or federal
law or otherwise, which the Borrower has had, now has or has made claim to have
against such Released Party for or by reason of any act, omission, matter, cause
or thing whatsoever arising from the beginning of time to and including the date
of this Amendment in connection with or related to the transactions evidenced by
the Loan Documents, whether such claims, demands and causes of action are mature
or unmatured or known or unknown.

                30.     No Waiver. The execution of this Amendment shall not be
deemed to be a waiver of any Default or Event of Default under the Credit
Agreement, whether or not known to the Agent and/or the Banks and whether or not
existing on the date of this Amendment.

                31.     Representations and Warranties of the Borrower. The
Borrower hereby represents and warrants to the Agent and the Banks as follows:

                (a)     The Borrower has all requisite power and authority to
        execute this Amendment and the Revolving Notes and to perform all of its
        obligations under the Credit Agreement, as amended by this Amendment,
        and the Credit Agreement, as amended by this Amendment, this Amendment,
        the Revolving Notes and the other Loan Documents executed on behalf of
        the Borrower have been duly executed and delivered by the Borrower and
        constitute the legal, valid and binding obligations of the Borrower,
        enforceable in accordance with their respective terms.

                (b)     The execution, delivery and performance by the Borrower
        of the Credit Agreement, as amended by this Amendment, the Amendment,
        the Revolving Notes and the other Loan Documents executed on behalf of
        the Borrower have been duly authorized by all necessary corporate action
        and do not (i) require any authorization, consent or approval by any
        governmental department, commission, board, bureau, agency or
        instrumentality, domestic or foreign, (ii) violate any provision of any
        law,

                                     - 16 -



        rule or regulation or of any order, writ, injunction or decree presently
        in effect, having applicability to the Borrower, or the Articles of
        Incorporation or Bylaws of the Borrower, or (iii) result in a breach of
        or constitute a default under any indenture or loan or credit agreement
        or any other agreement, lease or instrument to which the Borrower is a
        party or by which it or its properties may be bound or affected.

                (c)     All of the representations and warranties contained in
        Article IV of the Credit Agreement are correct on and as of the date
        hereof as though made on and as of such date, except to the extent that
        such representations and warranties relate solely to an earlier date.

                32.     References. All references in the Credit Agreement to
"this Agreement" shall be deemed to refer to the Credit Agreement as amended by
this Amendment; and any and all references in any of the other Loan Documents to
the "Credit Agreement" shall be deemed to refer to the Credit Agreement as
amended by this Amendment. All references to schedules or exhibits in the Credit
Agreement shall be deemed to include the amendments to such schedules and
exhibits effected hereby.

                             Signature Page Follows

                                     - 17 -



                IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized
as of the date first above written.

Address:                                ENTEGRIS, INC.
3500 Lyman Boulevard
Chaska, Minnesota 55318
Attn:  John Villas                      By        /s/ James E. Dauwalter
Telecopy No. (952) 556-8644                -------------------------------------
                                            Its     Chief Executive Officer
                                                --------------------------------

                                        And

                                        By            /s/ John Villas
                                           -------------------------------------
                                            Its     Chief Financial Officer
                                                --------------------------------

Address:                                WELLS FARGO BANK, NATIONAL
7900 Xerxes Avenue South                 ASSOCIATION, , as a Bank and as Agent
MAC N9307-013
Bloomington, Minnesota  55431
Attn:  Richard G. Trembley
Telecopy No. (612) 316-1621

Revolving Commitment:  $20,000,000      By        /s/ Richard G. Trembley
Percentage:  50%                           -------------------------------------
                                            Its          Vice President
                                                --------------------------------


Address:                                HARRIS TRUST AND SAVINGS BANK, as
111 West Monroe                          Bank
P.O. Box 755
Chicago, Illinois  60690
Attn:  Michael M. Fordney
Telecopy No. (312) 293-5040

Revolving Commitment:  $20,000,000      By        /s/ Michael M. Fordney
Percentage:  50%                           -------------------------------------
                                            Its          Vice President
                                                --------------------------------

                                     - 18 -

             Signature Page to Fourth Amendment to Credit Agreement



                                                                    EXHIBIT 99.1

     CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE
                           SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)

In connection with the Quarterly Report of Entegris, Inc, a Minnesota
corporation (the "Company"), on Form 10-Q for the quarter ended March 1, 2003 as
filed with the Securities and Exchange Commission (the "Report"), I, James E.
Dauwalter, President and Chief Executive Officer of the Company, certify,
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section
1350), that to my knowledge:

     (1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.


/s/ James E. Dauwalter
- -------------------------------------
James E. Dauwalter
President and Chief Executive Officer



                                                                    EXHIBIT 99.2

     CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE
                           SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)

In connection with the Quarterly Report of Entegris, Inc, a Minnesota
corporation (the "Company"), on Form 10-Q for the quarter ended March 1, 2003 as
filed with the Securities and Exchange Commission (the "Report"), I, John D.
Villas, Chief Financial Officer of the Company, certify, pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that to my
knowledge:

     (1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.


/s/ John D. Villas
- -----------------------
John D. Villas
Chief Financial Officer



                                                                    EXHIBIT 99.3

     CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE
                           SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)

     I, James E. Dauwalter, certify that:

          1. I have reviewed this Quarterly Report on Form 10-Q of Entegris,
Inc.;

          2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

          3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this quarterly
report;

          4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

            (a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

            (b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and

            (c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

          5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

            (a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

            (b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

          6. The registrant's other certifying officer and I have indicated in
this quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: April 15, 2003


                                      /s/ James E. Dauwalter
                                      --------------------------------------
                                      James E. Dauwalter
                                      President and Chief Executive Officer
                                      (Principal Executive Officer)



                                                                    EXHIBIT 99.4

     CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302OF THE
                           SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)

     I, John D. Villas, certify that:

          1. I have reviewed this Quarterly Report on Form 10-Q of Entegris,
Inc.;

          2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

          3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this quarterly
report;

          4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

            (a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

            (b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and

            (c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

          5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

            (a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

            (b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

          6. The registrant's other certifying officer and I have indicated in
this quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: April 15, 2003
                                   /s/ John D. Villas
                                   --------------------------------------------
                                   John D. Villas
                                   Chief Financial Officer
                                   (Principal Financial and Accounting Officer)

ENTEGRIS, INC.

April 15, 2003

/s/ JAMES E. DAUWALTER

James E. Dauwalter

President and Chief Executive Officer