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

FORM 10-K

(Mark One)

X Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the fiscal year ended April 30, 2000

or

Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from ___________to___________.

Commission file number 0-23248

SIGMATRON INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware                                                           36-3918470
--------                                                           ----------
(State or other jurisdiction                                 (I.R.S. Employer
of incorporation or organization)                      Identification Number)

2201 Landmeier Rd., Elk Grove Vlge., IL                                 60007
---------------------------------------                                 -----
(Address of principal executive offices)                            (Zip Code)

Registrant's telephone number, including area code: 847-956-8000 Securities
registered pursuant to Section 12(g) of the Act:

Common Stock $0.01 par value per share
Title of each class

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K ( X ).

The aggregate market value of the voting stock held by nonaffiliates of the registrant as of June 30, 2000 (based on the closing sale price as reported by Nasdaq National Market as of such date) was approximately $10,800,000.

The number of outstanding shares of the registrant's Common Stock, as of July 21, 2000, was 2,881,227.

DOCUMENTS INCORPORATED BY REFERENCE

Those sections or portions of the definitive proxy statement of SigmaTron International, Inc., for use in connection with its annual meeting of stockholders, which will be filed within 120 days of the fiscal year ended April 30, 2000, are incorporated by reference into Part III of this Form 10-K.


                                TABLE OF CONTENTS

PART I

         ITEM 1.    BUSINESS                                               3
         ITEM 2.    PROPERTIES                                            11
         ITEM 3.    LEGAL PROCEEDINGS                                     13
         ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS   13
         ITEM 4A.   EXECUTIVE OFFICERS OF THE REGISTRANT                  13

PART II

         ITEM 5.    MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
                     RELATED STOCKHOLDER MATTERS                          14
         ITEM 6.    SELECTED CONSOLIDATED FINANCIAL DATA                  15
         ITEM 7.    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
                     CONDITIONS AND RESULTS OF OPERATIONS                 15
         ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES
                     ABOUT MARKET RISKS                                   20
         ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA           20
         ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                     ACCOUNTING AND FINANCIAL DISCLOSURE                  21

PART III

         ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT    21
         ITEM 11.   EXECUTIVE COMPENSATION                                21
         ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                     AND MANAGEMENT                                       21
         ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS        21

PART IV

         ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
                     ON FORM 8-K                                          22

SIGNATURES                                                                26


PART 1

ITEM 1. BUSINESS

CAUTIONARY NOTE:

In addition to historical financial information, this discussion of SigmaTron International, Inc.'s ("Company") business and other Items in this Annual Report on Form 10-K contain forward-looking statements concerning the Company's business or results of operations. These statements should be evaluated in the context of the risks and uncertainties inherent in the Company's business, including the Company's continued dependence on certain significant customers; the continued market acceptance of products and services offered by the Company and its customers; the activities of competitors, some of which may have greater financial or other resources than the Company; the variability of the Company's operating results; the availability and cost of necessary components; the continued availability and sufficiency of the Company's credit arrangements; changes in U.S. or Mexican regulations affecting the Company's business; the continued stability of the Mexican economic, labor and political conditions and the ability of the Company to manage its growth and secure financing. These and other factors which may affect the Company's future business and results of operations are identified throughout this Annual Report on Form 10-K and in the prospectus issued in connection with the Company's February 1994 initial public offering of securities (Registration No. 33-72100), and may be detailed from time to time in the Company's filings with the Securities and Exchange Commission. These statements speak as of the date of this report and the Company undertakes no obligation to update such statements in light of future events or otherwise.

OVERVIEW

The Company is an independent provider of electronic manufacturing services ("EMS"), which includes printed circuit board assemblies and completely assembled (boxbuild) electronic products. Included among the wide range of services the Company offers its customers are (1) automatic and manual assembly and testing of OEM products and subassemblies, (2) material sourcing and procurement, (3) design, manufacturing and test engineering support, (4) warehousing and shipment services, and (5) assistance in obtaining product approvals from governmental and other regulatory bodies. The Company provides these services through facilities located in North America and the Far East.

The Company provides manufacturing and assembly services ranging from the assembly of individual components to the assembly and testing of boxbuild electronic products. The Company has the ability to produce assemblies requiring mechanical as well as electronic capabilities. The products assembled by the Company are then incorporated into finished products sold in various marketplaces, particularly consumer electronics, gaming, fitness, industrial electronics, telecommunications, home appliances and automotive.

The Company operates manufacturing facilities in Elk Grove Village, Illinois; Las Vegas, Nevada; and Acuna, Mexico. The Company maintains materials sourcing offices in Elk Grove Village, Illinois; Las Vegas, Nevada, Acuna Mexico, and Taipei, Taiwan. The Company provides warehousing

3

services in Del Rio, Texas and Huntsville, Alabama. In addition, the Company's 42.5% owned affiliate, SMT Unlimited L.P. (SMTU), provides electronic manufacturing services in Fremont, California.

The Company is a Delaware corporation which was organized on November 16, 1993 and commenced business when it became the successor to all of the assets and liabilities of SigmaTron L.P., an Illinois limited partnership, through a reorganization on February 8, 1994. On February 9, 1994, the Company and certain stockholders commenced an initial public offering for the sale of 1,265,000 shares of Common Stock.

PRODUCTS AND SERVICES

The Company provides a broad range of manufacturing-related outsourcing solutions for its customers on both a turnkey (material purchased by the Company) and consignment basis (material provided by the customer). These solutions incorporate the Company's knowledge and expertise in the electronic manufacturing services industry to provide its customers with advanced manufacturing technologies and high quality, responsive and flexible manufacturing services. SigmaTron's outsourcing solutions provide services from product inception through the ultimate delivery of a finished good. Such technologies and services include the following:

Manufacturing and Related Services. As its customers experience greater competition and shorter product life cycles in their respective industries, the Company has responded by expanding its prototype services. The Company also provides quick-turnaround, turnkey prototype services at all of its locations, with an emphasis on this service through dedicated resources at the Company's Elk Grove Village facility and through SMTU.

Materials Procurement. The Company is primarily a turnkey manufacturer and directly sources all, or a substantial portion, of the components necessary for its product assemblies, rather than receiving the raw materials from its customers on consignment. Material procurement includes the purchasing, management, storage and delivery of raw components required for the manufacture or assembly of a customer's product based upon the customer's orders. The Company procures components from a select group of vendors which meet its standards for timely delivery, high quality and cost effectiveness, or as directed by its customers. Raw materials used in the assembly and manufacture of printed circuit boards and electronic assemblies are generally available from several suppliers, unless restricted by the customer.

The Company believes that its ability to source and procure competitively priced, quality components is critical to its ability to effectively compete. In addition to obtaining materials in North America, the Company utilizes its Taiwanese procurement office and agents to source materials from the Far East. SigmaTron believes this office allows the Company to more effectively manage its relationships with key suppliers in the Far East by allowing the Company to respond more quickly to changes in market dynamics, including fluctuations in price, availability and quality.

Assembly and Manufacturing. The Company's core business is the assembly of printed circuit boards through the automated and manual insertion of components onto raw printed circuit boards. The Company offers its assembly services using both pin-through-hole ("PTH") and surface mount ("SMT") interconnect technologies. SMT is an assembly process which allows the placement of a higher density of components directly on both sides of a printed circuit board. The SMT process is a more recent advancement over the mature PTH technology, which normally permits electronic

4

components to be attached to only one side of a printed circuit board by inserting the component into holes drilled through the board. The SMT process allows original equipment manufacturers ("OEMs") to use advanced circuitry, while at the same time permitting the placement of a greater number of components on a printed circuit board without having to increase the size of the board. By allowing increasingly complex circuits to be packaged with the components in closer proximity to each other, SMT greatly enhances circuit processing speed, and thus, board and system performance.

The Company performs PTH assembly both manually and with automated component insertion and soldering equipment. Although SMT is a more sophisticated interconnect technology, the Company intends to continue providing PTH assembly services for its customers because it believes that SMT will not entirely eliminate the need for PTH technology. The Company believes that OEMs with products not limited by internal space constraints will continue to favor PTH over SMT. Through SMTU, SigmaTron possesses ball grid array ("BGA") technology and fine pitch SMT, which is used for more complex circuit boards required to perform at higher speeds.

In addition to printed circuit board assemblies, the Company also manufactures DC-to-AC inverters, coils, transformers and cable and harness assemblies. These products are manufactured using both automated and semi-automated preparation and insertion equipment and manual assembly techniques.

In response to the needs of its OEM customers, the Company also offers "boxbuild" services which integrate its printed circuit board and other manufacturing and assembly technologies into higher level sub-assemblies and end products.

Product Testing. The Company has the ability to perform both in-circuit and functional testing of its assemblies and finished products. In-circuit testing verifies that the correct components have been properly inserted and that the electrical circuits are complete. Functional testing determines if a board or system assembly is performing to customer specifications. The Company provides X-ray laminography services through its affiliate SMTU. Generally, the Company either designs or procures test fixtures. The Company seeks to provide customers with highly sophisticated testing services that are at the forefront of current test technology.

Warehousing and Distribution. In response to the needs of select customers, the Company has the ability to provide in-house warehousing, shipping and receiving and customer brokerage services in Del Rio, Texas for goods manufactured or assembled in Mexico and for goods manufactured for a customer in Huntsville, Alabama. The Company also has the ability to provide custom-tailored delivery schedules to fulfill the just-in-time inventory needs of its customers.

MARKETS AND CUSTOMERS

SigmaTron's customers are in the consumer electronics, gaming, industrial electronics, fitness, telecommunications, automotive and home appliance industries. As of April 30, 2000, the Company had approximately 130 active customers ranging from Fortune 500 companies to small, privately held enterprises.

5

The following table shows, for the periods indicated, the percentage of net sales to the principal end-user markets it serves.

------------------------------ ----------------------------------------- ----------------------------------------------
                                                                                     PERCENT OF NET SALES
------------------------------ ----------------------------------------- ----------------------------------------------
                                               TYPICAL                       FISCAL         FISCAL          FISCAL
MARKETS                                    OEM APPLICATION                    1998           1999            2000
-------                                    ---------------                    ----           ----            ----

------------------------------ ----------------------------------------- --------------- -------------- ---------------
Consumer Electronics           Carbon monoxide detectors,                    37.9%           39.0%          29.8%
                               dart board games

------------------------------ ----------------------------------------- --------------- -------------- ---------------
Industrial Electronics         Blower motors, elevators                      14.2            16.8           20.3

------------------------------ ----------------------------------------- --------------- -------------- ---------------
Fitness                        Treadmills, exercise bikes                    13.3            13.7           18.4

------------------------------ ----------------------------------------- --------------- -------------- ---------------
Gaming                         Slot machines, lighting displays              22.0            18.9           17.6

------------------------------ ----------------------------------------- --------------- -------------- ---------------
Appliances                     Irons, toasters, ranges and dryers             5.1             5.0            7.2

------------------------------ ----------------------------------------- --------------- -------------- ---------------
Telecommunications             Pagers, microphones and modems                 5.1             3.9            3.9

------------------------------ ----------------------------------------- --------------- -------------- ---------------
Automotive                     Automobile interior lighting                   2.4             2.7            2.8

------------------------------ ----------------------------------------- --------------- -------------- ---------------
Total                                                                         100%           100%             100%
                                                                              ----           ----             ----

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

For the fiscal year ended April 30, 2000, Nighthawk Systems Inc. (" NSI") and Life Fitness accounted for 28.8% and 18.4% respectively, of the Company's net sales. In fiscal 1999 NSI and Life Fitness accounted for 36.2% and 13.7%, respectively, of net sales. In addition, NSI and Life Fitness accounted for 29.4% and 13.5%, respectively, of the Company's net sales for the fiscal 1998. The Company expects that these customers as a group will continue to account for a significant percentage of the Company's net sales, although the individual percentages may vary from period to period.

NSI is a leading U.S. manufacturer of residential carbon monoxide detection systems. The Company has entered into an agreement with NSI calling for the Company to function as a contract manufacturer for all models of NSI's proprietary carbon monoxide detectors on a turnkey basis through January 1, 2002, or after the sales of 3 million carbon monoxide detectors, whichever occurs first. The Company agreed that during the term of the agreement and for three months thereafter it will not produce carbon monoxide detectors for any other customer. The amount of sales to NSI beyond fiscal 2002 remains unclear and if the relationship is not continued it could significantly impact the Company's revenues and earnings. However, the Company expects that sales to NSI will continue to account for a significant percentage of the Company's net sales in fiscal 2001 and 2002. Sales to NSI are seasonal due to the nature of the product and the Company experiences stronger sales to NSI in the second and third fiscal quarters. The carbon monoxide detector market continues to be an emerging market which could lead to volatility in NSI's forecast, having the effect of causing the Company's revenues to fluctuate significantly on a seasonal basis.

6

SALES AND MARKETING

The Company markets its services through 33 independent manufacturers' representative organizations that together currently employ approximately 80 sales personnel in the United States and Canada. Independent manufacturers' representative organizations receive variable commissions based on orders received by the Company. The members of the Company's senior management are actively involved in sales and marketing efforts.

Sales volume and gross profit margins can vary considerably among customers and products depending on the type of services rendered by the Company. Specifically, variations in orders for turnkey services versus consignment services and variations in the number of orders for products with high raw material costs can lead to significant fluctuations in the Company's operating results. Further, customers' orders can be delayed, rescheduled or canceled at any time, which can significantly impact the operating results of the Company. The ability to replace such delayed or lost sales in a short period of time is not assured.

MEXICAN OPERATIONS

The Company's wholly-owned subsidiary, Standard Components de Mexico, S.A. ("Standard Components"), a Mexican corporation, is located in Acuna, Mexico, a border town across the Rio Grande River from Del Rio, Texas, and is 155 miles west of San Antonio. Standard Components was incorporated and commenced operation in 1969. The Company believes that one of the key benefits to having operations in Mexico is its access to cost-effective labor resources.

Standard Components is a maquiladora, which is the status afforded a corporation under a trade agreement between the United States of America and Mexico. The Company believes economic events affecting the Mexican economy and the implementation of NAFTA have not had a material impact on the Company or its financial position to date.

In 1995 the Mexican Ministry of Finance and Public Credit (Hacienda) adopted rules which require arms length pricing for transactions between maquiladoras and their U.S. affiliated companies. The impact of these regulations requires Standard Components to allocate costs and profits on an arms length basis. Its operating results continue to be consolidated with the Company's financial results. The effect of the rules did not have a material impact on the Company's consolidated results.

The Company provides funds for salaries, wages, overhead and capital expenditure items as necessary to operate Standard Components. Since the Company provides funding to Standard Components in U.S. dollars, which are exchanged for pesos as needed, the fluctuation of the peso from time to time, without an equal or greater increase in Mexican inflation, has not had a material impact on the financial results of the Company. In fiscal 2000 the Company provided funding of approximately $9,850,000 to Standard Components.

COMPETITION

The EMS industry is highly competitive and subject to rapid change. Furthermore, both large and small companies compete in the industry, and many have significantly greater financial resources, more extensive business experience and greater marketing and production capabilities than the Company. Also, foreign companies, especially companies with production operations in the Far East, have substantially lower costs, and thus, are able to offer their services at lower prices. The significant

7

competitive factors in this industry include price, quality, service, timeliness, reliability, the ability to source raw components, and manufacturing and technological capabilities. The Company believes it can competitively provide all of these services.

In addition, the Company may be operating at a cost disadvantage compared to manufacturers who have greater direct buying power with component suppliers or who have lower cost structures. Current and prospective customers continually evaluate the merits of manufacturing products internally and will from time to time offer manufacturing services to third parties in order to utilize excess capacity. During downturns in the electronics industry, OEMs may become more price sensitive.

There can be no assurance that competition from existing or potential competitors will not have a material adverse impact on the Company's business, financial condition, or results of operations. The introduction of lower priced competitive products or significant price reductions by the Company's competitors could result in price reductions that would adversely affect the Company's business, financial condition, and results of operations, as would the introduction of new technologies which render the Company's manufacturing process technology less competitive or obsolete.

CONSOLIDATION

As a result of consolidation and other transactions involving competitors and other companies in the Company's markets, the Company occasionally reviews potential transactions relating to its business, products and technologies. Such transactions could include mergers, acquisitions, strategic alliances, joint ventures, licensing agreements, co-promotion agreements or other types of transactions. The Company may choose to enter into such transactions at any time, and such transactions could have a material impact on the Company, its business or operations.

GOVERNMENTAL REGULATIONS

The Company's operations are subject to certain foreign, federal, state and local regulatory requirements relating to environmental, waste management and health and safety matters. Management believes that the Company's business is operated in material compliance with all such regulations. The cost to the Company of such compliance to date has not had a material impact on the Company's business, financial condition or results of operations. However, there can be no assurance that violations will not occur in the future as a result of human error, equipment failure or other causes. The Company cannot predict the nature, scope or effect of environmental legislation or regulatory requirements that could be imposed or how existing or future laws or regulations will be administered or interpreted. Compliance with more stringent laws or regulations, as well as more vigorous enforcement policies of regulatory agencies, could require substantial expenditures by the Company and could have a material impact on the Company's business, financial condition and results of operations.

BACKLOG

The Company's backlog as of April 30, 2000 was approximately $35,180,000. Backlog consists of contracts or purchase orders with delivery dates scheduled within the next twelve months. The Company currently expects to ship substantially all of the April 30, 2000 backlog by the end of the 2001 fiscal year. Backlog as of April 30, 1999 totaled $38,999,000. Variations in the magnitude and duration of contracts and purchase orders received by the Company and delivery requirements generally may result in substantial fluctuations in backlog from period to period. Because customers

8

may cancel or reschedule deliveries, backlog may not be a meaningful indicator of future financial results.

EMPLOYEES

The Company employed approximately 1,615 people as of April 30, 2000, including 30 engaged in engineering, 1,395 in manufacturing and 190 in administrative and marketing functions.

The Company has a labor contract with Production Workers Union Local No. 10, AFL-CIO, covering the Company's workers in Elk Grove Village, Illinois which expires on November 30, 2000. The Company's Mexican subsidiary has a labor contract with Sindicato De Trabajadores de la Industra Electronica, Similares y Conexos del Estado de Coahuila, C.T.M. covering the Company's workers in Acuna, Mexico which expires on January 15, 2001.

Since the time the Company commenced operations, it has not experienced any work stoppages. The Company believes its relations with both unions and its other employees are good.

RISK FACTORS

In addition to the other risks identified herein, the Company's business is subject to the following risks:

COMPANY EXPERIENCES VARIABLE OPERATING RESULTS

The Company's results of operations have varied and may continue to fluctuate significantly from period to period, including on a quarterly basis. Consequently, results of operations in any period should not be considered indicative of the results for any future period, and fluctuations in operating results may also result in fluctuations in the price of the Company's Common Stock.

COMPANY'S CUSTOMER BASE IS CONCENTRATED

The Company's customer base is concentrated, for the fiscal year ended April 30, 2000, two customers accounted for 28.8% and 18.4% of the Company's net sales, respectively. The loss of any such customer or a reduction in business levels could have a material impact on the Company's results of operations.

VARIABILITY OF CUSTOMER REQUIREMENTS

The timing of purchase orders placed by the Company's customers is affected by a number of factors, including variation in demand for the customers' products, regulatory changes affecting customer industries, customer attempts to manage inventory, changes in the customers' manufacturing strategies and customers' technical problems or issues. Many of these factors are outside the control of the Company.

COMPANY MUST KEEP CURRENT WITH THE INDUSTRY'S TECHNOLOGICAL CHANGES

The market for the Company's manufacturing services is characterized by rapidly changing technology and continuing product development. The future success of the Company's business will depend in large part upon its customers ability to maintain and enhance their technological capabilities,

9

develop and market manufacturing services which meet changing customer needs and successfully anticipate or respond to technological changes in manufacturing processes on a cost-effective and timely basis.

COMPANY HAS STEEP INDUSTRY COMPETITION

The electronics manufacturing services industry is highly fragmented and characterized by intense competition. Many of the Company's competitors have substantially greater experience, as well as greater manufacturing, purchasing, marketing and financial resources than the Company.

FOREIGN OPERATION RISKS

A substantial part of the Company's manufacturing operations is based in Mexico. Therefore, the Company's business and results of operations are dependent upon numerous factors, including the stability of the Mexican economy, the political climate in Mexico, prevailing worker wages, the legal authority of the Company to own and operate its business in Mexico and the ability to identify, hire, train and retain qualified personnel and operating management in Mexico. The Company obtains many of its materials and components in Taipei, Taiwan and, therefore, the Company's access to these materials and components is dependent on the continued success of these Asian suppliers. It is uncertain whether these suppliers will continue to be able to serve as a supplier to the Company.

RISK OF FLUCTUATION OF VARIOUS CURRENCIES INTEGRAL TO THE COMPANY'S OPERATIONS

The Company purchases some of its materials and components in foreign currencies. From time to time the currencies fluctuate against the U.S. dollar. Such fluctuations could have a measurable impact on the Company's operations and performance. These fluctuations are expected to continue.

SEASONALITY OF RESULTS

The Company currently experiences seasonality in quarterly results, with stronger net sales and demand for its products and services historically in its second and third fiscal quarters.

AVAILABILITY OF RAW COMPONENTS MAY AFFECT OPERATIONS

The Company relies on numerous third-party suppliers for components used in the Company's production process. Certain of these components are available only from single sources or a limited number of suppliers. In addition, a customer's specifications may require the Company to obtain components from a single source or a small number of suppliers. The loss of any such suppliers could have a material impact on the Company's results of operations.

COMPANY IS DEPENDENT ON KEY PERSONNEL

The Company depends significantly on its President and Chief Executive Officer, Gary R. Fairhead, and on other executive officers. The loss of the services of these key employees could have a material impact on the Company's business and results of operations. In addition, despite significant competition, continued growth and expansion of the Company's contract manufacturing business will require that it attract, motivate, and retain additional skilled and experienced personnel.

10

FAVORABLE LABOR RELATIONS IS IMPORTANT

The Company currently has labor contracts with certain of its employees. Although the Company believes its labor relations are good, any labor disruptions, whether union-related or otherwise, could significantly impair the Company's business, substantially increase the Company's costs or otherwise have a material impact on the Company's results of operations.

FAILURE TO COMPLY WITH ENVIRONMENTAL REGULATIONS COULD SUBJECT COMPANY TO LIABILITY

The Company is subject to a variety of environmental regulations relating to the use, storage, discharge and disposal of hazardous chemicals used during its manufacturing process. Any failure by the Company to comply with present or future regulations could subject it to future liabilities or the suspension of production which could have a material impact on the Company's results of operations.

VOLATILITY OF STOCK PRICE

The price of the Company's Common Stock historically has experienced significant volatility due to fluctuations in the Company's revenue and earnings, other factors relating to the Company's operations, the market's changing expectations for the Company's growth, overall equity market conditions and other factors unrelated to the Company's operations. In addition, the limited float of the Company's Common Stock and the limited number of market markers also affect the volatility of the Company's Common Stock. Such fluctuations are expected to continue.

ITEM 2. PROPERTIES

The Company, in combination with its wholly-owned subsidiary and affiliate, has manufacturing facilities located in Elk Grove Village, Illinois; Las Vegas, Nevada; Fremont, California and Acuna, Mexico. In addition, the Company provides inventory management services through its Del Rio, Texas, warehouse facilities and materials procurement services through its Elk Grove Village, Illinois; Las Vegas, Nevada; Acuna, Mexico and Taipei, Taiwan office.

11

Certain information about the Company's manufacturing, warehouse and purchasing facilities is set forth below:

------------------------------------- ----------------------------------- -----------------------------------
              LOCATION                           SQUARE FEET                       SERVICES OFFERED
------------------------------------- ----------------------------------- -----------------------------------
Elk Grove Village, IL                              95,000                 Corporate Headquarters, assembly
                                                                          and testing of PTH and SMT,
                                                                          box-build, prototyping,
                                                                          warehousing

------------------------------------- ----------------------------------- -----------------------------------
Acuna, Mexico                                     156,000                 High volume assembly,  and
                                                                          testing of PTH and SMT,
                                                                          box-build, transformers

------------------------------------- ----------------------------------- -----------------------------------
Las Vegas, NV                                      33,360                 Automatic insertion and cable
                                                                          assembly, PTH, SMT and testing

------------------------------------- ----------------------------------- -----------------------------------
Del Rio, TX                                        25,000                 Warehouse, portion of which is
                                                                          bonded

------------------------------------- ----------------------------------- -----------------------------------
Fremont, CA                                        24,030                 High volume assembly and testing
                                                                          of both PTH and SMT BGA and
                                                                          leading edge technology

------------------------------------- ----------------------------------- -----------------------------------
Taipei, Taiwan                                      2,900                 Materials procurement,
                                                                          alternative sourcing assistance
                                                                          and quality control

------------------------------------- ----------------------------------- -----------------------------------
Huntsville, AL                                        *                   Just-in-time inventory
                                                                          management and delivery

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

*There is no lease for this facility. The Company has entered into a service agreement whereby contracted warehouse personnel provide services for the Company and its customer.

All of the above properties are occupied pursuant to leases of the premises except for the Huntsville, Alabama facility. The Company leases its executive offices and manufacturing facility in Elk Grove Village, Illinois from Circuit Systems, Inc. ("CSI"), a significant shareholder of the Company. The Company, through an agent, leases the purchasing and engineering office in Taipei, Taiwan to coordinate Far East purchasing and design activities. In addition, SMTU, leases the facility in Fremont, California. The Company has guaranteed lease payments of approximately $1.17 million for SMTU, and has been indemnified by one of the SMTU limited partners to the extent of 50% of the lease payment guaranty.

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ITEM 3. LEGAL PROCEEDINGS

The Company is not a party to any legal proceedings which it believes to be material, and there are no such proceedings which are known to be contemplated for which the Company anticipates material risk of loss.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of security holders in the fourth quarter of fiscal 2000.

ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT

NAME                AGE                      POSITION

Gary R. Fairhead      48        President and Chief Executive Officer.
                                Gary R. Fairhead has been
                                the President of the
                                Company since January 1990.

Linda K. Blake        39        Chief Financial Officer, Vice President -
                                Finance Treasurer and Secretary. Linda
                                K. Blake is the Company's Vice President
                                of Finance, Treasurer, Secretary and
                                Chief Financial Officer and was
                                Controller of the Company from June 1991
                                to February 1994.

Daniel P. Camp        51        Vice President - Mexican Operations.
                                Daniel P. Camp has been Vice President -
                                Mexican Operations since February 2000.
                                Mr. Camp was General Manager of Mexican
                                Operations from February 1994 to
                                February 2000.

Gregory A. Fairhead   44        Executive Vice President - Mexican
                                Operations and Assistant Secretary.
                                Gregory A. Fairhead has been Executive
                                Vice President since February 2000 and
                                is Assistant Secretary. Mr. Fairhead was
                                Vice President - Mexican Operations for
                                the Company from February 1990 to
                                February 2000.

Stephen H. McNulty    46        Vice President - Sales.
                                Stephen H. McNulty has been Vice
                                President of Sales since February 2000.
                                Mr. McNulty was National Sales Manager
                                from April 1997 to February 2000.

13

Andrew J. Saarnio     52        Vice President - Elk Grove Operations.
                                Andrew J. Saarnio has been Vice President -
                                Elk Grove Operations since November 1998.

John P. Sheehan       39        Vice President - Director of Materials
                                and Assistant Secretary.
                                John P. Sheehan has been Vice President -
                                Director of Materials of the Company
                                since April 1990 and is Assistant
                                Secretary.

Nunzio A. Truppa      62        Vice President - Las Vegas Operations.
                                Nunzio A. Truppa has been Vice President -
                                Las Vegas Operations for the Company,
                                or held equivalent management positions
                                since January 1990.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's Common Stock is traded on the Nasdaq National Market System under the symbol SGMA. The following table sets forth the range of quarterly high and low bid information for the Common Stock for the periods ended April 30, 1999 and 2000.

Common Stock as Reported

                by Nasdaq

Period                High         Low

Fiscal 2000:
Fourth Quarter       7.219       4.250
Third Quarter        8.750       5.313
Second Quarter       7.875       4.875
First Quarter        7.875       3.750

Fiscal 1999:
Fourth Quarter       5.875       2.125
Third Quarter        3.750       2.500
Second Quarter       8.625       0.938
First Quarter        9.000       5.500

As of June 30, 2000, there were approximately 110 holders of record of the Company's Common Stock, which does not include shareholders whose stock is held through securities position

14

listings. The Company estimates there to be approximately 2,150 beneficial owners of the Company's Common Stock.

The Company has not paid cash dividends on its Common Stock since completing its February 1994 initial public offering and does not intend to pay any dividends in the foreseeable future. So long as any indebtedness remains unpaid under the Company's revolving loan facility, the Company is prohibited from paying or declaring any cash or other dividends on any of its capital stock, except stock dividends, without the written consent of the lender under the facility.

ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA

                                                Years Ended April 30
                                                --------------------
                                         (In thousands except per share data)

                                     1996      1997      1998      1999      2000
                                     ----      ----      ----      ----      ----
Net Sales                         $69,558   $87,216   $85,651   $88,160   $88,885

Income before income tax            3,752     5,161       837     2,750     1,360
 expense and extraordinary item

Net Income                          2,367     3,255       526     1,697       767

Total Assets                       38,378    42,088    48,641    55,276    49,341

Long-term debt and capital         16,528    18,593    20,975    23,194    18,364
  lease obligations (including
  current maturities)

Net income per common share-      $  0.86   $  1.16   $  0.18   $  0.59   $  0.27
  basic

Net income per common share-      $  0.86   $  1.11   $  0.18   $  0.59   $  0.27
 assuming dilution

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CAUTIONARY NOTE:

The following discussion provides an analysis of the Company's financial condition and results of operations, and should be read in conjunction with the Selected Consolidated Financial Data and the Consolidated Financial Statements of the Company, and the Notes thereto, appearing in this Annual Report on Form 10-K, as well as in conjunction with the cautionary note concerning forward-looking information which appears at the beginning of Item 1.

15

OVERVIEW

The Company is an independent provider of EMS, which includes, printed circuit board assemblies, and boxbuild (completely assembled) electronic products. Included among the wide range of services the Company offers its customers are (1) automatic and manual assembly and testing of customer products, (2) material sourcing, procurement and control, (3) design, manufacturing and test engineering support, (4) warehousing and shipment services, and (5) assistance in obtaining product approvals from governmental and other regulatory bodies. The Company provides these services through facilities located in North America and the Far East.

Sales volume can be misleading as an indication of the Company's financial performance. Gross profit margins can vary considerably among customers and products depending on the type of services rendered by the Company. Specifically, the variation of orders for turnkey services versus consignment services. Variations in the number of turnkey orders compared to consignment orders can lead to significant fluctuations in the Company's revenue levels and margins. Further, generally customers' orders can be delayed, rescheduled or canceled at any time, which can significantly impact the operating results of the Company. In addition, the ability to replace such delayed or lost sales in a short period of time cannot be assured.

As a manufacturing company, the Company includes all fixed manufacturing overhead in cost of goods sold. The inclusion of fixed manufacturing overhead in cost of goods sold magnifies the fluctuations in gross profit margin percentages caused by fluctuations in net sales and capital expenditures. Specifically, fluctuations in the mix of consignment and turnkey contracts could have an effect on the cost of goods sold and the resulting gross profit as a percentage of net sales. Consignment orders require the Company to perform manufacturing services on components and other materials supplied by a customer, and the Company charges only for its labor, overhead and manufacturing costs plus a profit. In the case of turnkey orders, the Company provides, in addition to manufacturing services, the components and other materials used in assembly. Turnkey contracts, in general, have a higher dollar volume of sales for each given assembly, owing to inclusion of the cost of components and other materials in net sales and cost of goods sold. However, turnkey contracts typically have lower gross margins due to the large material content. Historically, more than 90% of the Company's sales have been from turnkey orders.

The Company recently renewed through January 1, 2002 its manufacturing agreement with NSI relating to the production of carbon monoxide detection systems. Sales to NSI accounted for a significant percentage of the Company's net sales from fiscal 1996 through 2000. The Company expects sales to NSI will be significant in fiscal 2001 and 2002. The amount of sales to NSI beyond fiscal 2002 is not certain and if the relationship is not continued it could significantly impact the Company's revenues and earnings.

In the past, the timing and rescheduling of orders has caused the Company to experience significant quarterly fluctuations in its revenues and earnings and the Company expects such fluctuations to continue. In addition, the Company's fourth and first quarters have historically been the weakest periods.

16

RESULTS OF OPERATIONS:

Fiscal Year Ended April 30, 2000 Compared to Fiscal Year Ended April 30, 1999

Net sales for fiscal 2000 were $88,884,591 compared to $88,159,189 for fiscal 1999. NSI accounted for approximately $25,703,137 or 28.8% of the Company's fiscal 2000 net sales compared to $31,894,500 or 36.2% in fiscal 1999.

Gross profit decreased to $8,196,589 in fiscal 2000 from $8,921,091 in fiscal 1999. Gross profit as a percent of net sales was 9.2% and 10.1% for fiscal 2000 and 1999, respectively. The decrease in gross profit for the fiscal year ended April 30, 2000 compared to the same period in the prior year is due to product mix and value added services required by customers in the EMS industry.

Selling and administrative expenses decreased from $5,890,752 in fiscal 1999 to $5,721,593 in fiscal 2000. The decrease is primarily due to a decrease in bonus accrual in fiscal 2000 compared to fiscal 1999. Selling and administrative expenses as a percent of net sales decreased to 6.4% in fiscal 2000 compared to 6.7% in fiscal 1999.

Interest expense increased in fiscal 2000 to $2,125,292 from $2,049,396 in fiscal 1999. The overall increase was primarily due to the higher interest rates on the Company's line of credit. Interest expense as a percent of net sales remained unchanged at 2.3% for fiscal 2000 and fiscal 1999.

In fiscal 1999 a gain of approximately $1,391,000 was recognized on settlement of the insurance reimbursement related to the flood at the Del Rio, Texas and Acuna, Mexico locations. This gain is reported as a reduction of cost of products sold of $259,000 and gain on insurance reimbursement of $1,132,000 in the accompanying 1999 statement of income.

In fiscal 2000 an extraordinary item for the early extinguishment of debt related to the change of banks was recorded in the amount of $87,500, net of taxes of $58,333.

Income tax expense decreased to $506,122 in fiscal 2000 from $1,052,784 in fiscal 1999. The effective tax rate for fiscal 2000 and 1999 was 37.2% and 38.3%, respectively.

As a result of the foregoing, net income decreased to $766,647 in fiscal 2000 from $1,697,101 in fiscal 1999. Basic earnings per share for the year ended April 30, 2000 was $0.27 compared to $0.59 in fiscal 1999. Diluted earnings per share for fiscal 2000 was $0.27.

Fiscal Year Ended April 30, 1999 Compared to Fiscal Year Ended April 30, 1998

Net sales for fiscal 1999 were $88,159,189 compared to $85,650,598 for fiscal 1998. The 3% increase in net sales was due to additional sales to some of the Company's key customers. NSI accounted for approximately $31,894,500 or 36.2% of the Company's fiscal 1999 net sales compared to $25,191,000 or 29.4% in fiscal 1998.

Gross profit increased to $8,921,091 in fiscal 1999 from $8,456,834 in fiscal 1998. Gross profit as a percent of net sales was 10.1% and 9.9% for fiscal 1999 and 1998, respectively. The increase in gross profit for the fiscal year ended April 30, 1999 compared to the same period in the

17

prior year is primarily due to product mix.

Selling and administrative expenses increased from $5,704,346 in fiscal 1998 to $5,890,752 in fiscal 1999. The increase is generally consistent with the increase in net sales, but is also due to a write down of $462,000 for Lighting Components, L.P. ("LC") receivables in fiscal 1999. LC distributes a variety of electronic and molded plastic components for use in the sign and lighting industries. The Company owns approximately 12% of LC. Selling and administrative expenses as a percent of net sales remained at 6.7% for fiscal 1999 and fiscal 1998.

Interest expense increased in fiscal 1999 to $2,049,396 from $1,898,488 in fiscal 1998. The overall increase was primarily due to the higher outstanding balance on the Company's line of credit due to the Company's increased working capital requirements. Interest expense as a percent of net sales increased from 2.2% in fiscal 1998 to 2.3% in fiscal 1999.

A gain of approximately $1,391,000 was recognized on settlement of the insurance reimbursement related to the flood at the Del Rio, Texas and Acuna, Mexico locations. This gain is reported as a reduction of cost of products sold of $259,000 and gain on insurance reimbursement of $1,132,000 in the accompanying 1999 statement of income. The inventory, machinery, and equipment and building contents segments of the loss have been settled in full. In June 1999, the Company collected the total flood insurance receivable of $2,453,000, which was included on the April 30, 1999 balance sheet. The business interruption and extra expense segments of the claim have not been finalized. The results for the year ended April 30, 1999, include expenses and a reduction in revenue that management believes is covered by its business interruption insurance. Since there is no agreement with the insurance company on the business interruption and extra expense segments of the loss, the Company has not recognized any net proceeds related to these items. The settlement of the business interruption and extra expense claim is expected to result in additional income for fiscal 2000.

Income tax expense increased to $1,052,784 in fiscal 1999 from $310,962 in fiscal 1998. The effective tax rate for fiscal 1999 and 1998 was 38.3% and 37.2%, respectively.

As a result of the foregoing, net income increased to $1,697,101 in fiscal 1999 from $525,892 in fiscal 1998. Basic earnings per share for the year ended April 30, 1999 was $0.59 compared to $.18 in fiscal 1998. Diluted earnings per share for fiscal 1999 was $0.59.

QUARTERLY RESULTS AND SEASONALITY

Historically, the Company's highest levels of sales are achieved in its second and third quarters. This is due to the seasonal nature of the business for several of the Company's customers. In particular, NSI's sales of carbon monoxide detectors generally coincide with the heating season, and several other customers have sales tied to the holidays. This trend has caused the Company to experience generally stronger second and third quarters in each fiscal year. However, regardless of seasonal fluctuations, there can be no assurance that the Company will be profitable in any particular quarter.

The Company's results of operations have varied significantly and may continue to fluctuate from quarter to quarter. Operating results are affected by a number of factors, including timing of orders from and shipments to major customers, availability of materials and components, the volume of orders as related to the Company's capacity, timing of expenditures in anticipation of future sales, the gain or loss of significant customers and variations in the demand for products in the industries served

18

by the Company. A significant portion of the Company's expenses are relatively fixed in nature and planned expenditures are based in part on anticipated orders. The inability to adjust expenditures to compensate for a decline in net sales may magnify the adverse impact of such decline in the Company's results of operations. The Company's customers generally require short delivery cycles. In the absence of substantial backlog, quarterly sales and operating results depend on the volume and timing of orders received during the quarter, which can be difficult to forecast. In addition, variations in the size and delivery schedules of purchase orders received by the Company, as well as changes in customers' delivery requirements or the rescheduling or cancellations of orders and commitments, may result in substantial fluctuations in backlog from period to period. Accordingly, the Company believes that backlog cannot be considered a meaningful indicator of future operating results.

LIQUIDITY AND CAPITAL RESOURCES:

In fiscal 2000 the Company financed its growth and operations through cash provided by operating activities and net income. The Company had working capital of $18,489,828 as of April 30, 2000 and $20,666,932 at April 30, 1999. This represents a current ratio of 2.6 and 2.5 for the years ended April 30, 2000 and 1999, respectively.

The Company entered into a new loan and security agreement during fiscal 2000 which provides for a revolving credit facility, an $800,000 equipment loan facility and a $2,000,000 letter of credit facility. In conjunction with the new agreement, the Company paid $87,500, net of taxes of $58,333, as part of the extinguishment of the prior debt agreement. This amount is reflected on the statement of income as a loss from an extraordinary item. The maximum borrowing limit under the revolving line-of-credit facility is limited to the lesser of:
(i) $25,000,000; or (ii) an amount equal to the sum of up to 85% of the receivables borrowing base and the lesser of $10,000,000 or up to 60% of the inventory borrowing base, as defined. At April 30, 2000, the Company had outstanding borrowings of $14,654,320. At April 30, 2000, there was approximately $620,000 of unused credit available under the terms of the agreement. The revolving credit facility matures August 25, 2001.

The agreement is collateralized by substantially all of the assets of the Company and contains certain financial covenants, including specific covenants pertaining to the maintenance of minimum tangible net worth and net income. The agreement also restricts annual lease rentals and capital expenditures and the payment of dividends or distributions of any cash or other property on any of its capital stock, except that common stock dividends may be distributed by a stock split or dividends pro rata to its stockholders.

To the extent that the Company provides funds for salaries, wages, overhead and capital expenditure items necessary to operate its Mexican operations, the amount of funds available for use in the Company's domestic operations may be depleted. The funds, which ordinarily derive from the Company's cash from operations and borrowings under its revolving credit facility, were approximately $9,852,500 for fiscal 2000. The Company provides funding in U.S. dollars, which are exchanged for pesos as needed.

The Company has a 42.5% ownership interest in SMTU, which was formed on September 15, 1994, in Fremont, California. SMTU has positive working capital of approximately $2,284,000 and an accumulated deficit of approximately $404,000 at April 30, 2000.

In August 1999, the Company entered into a guaranty agreement with SMTU's lender to guaranty the obligation of SMTU under its revolving line of credit to a maximum of $2,000,000 plus

19

interest and related costs associated with the enforcement of the guaranty. In connection with the guaranty agreement, one of the limited partners of SMTU and the Chairman of SMTU have each executed a guaranty to the lender to reimburse the Company for up to $500,000 of payments made by the Company under its guaranty to the lender in excess of $1,000,000. In addition, the limited partner has agreed to indemnify the Company for 50% of all of SMTU's payments to the lender. The limited partner's obligation to the Company under the indemnity is reduced dollar for dollar to the extent the limited partner would otherwise be obligated to pay more than $1,000,000 as a result of his guaranty to the lender.

The Company's investment and advances to and receivables from SMTU totaled approximately $5,065,000 at April 30, 2000, and no amount was recorded by the Company related to its guaranty of SMTU's credit agreement.

During 1996, the Company invested $1,200 in exchange for a 12% limited partnership interest in Lighting Components, L.P. ("LC") and invested $1,300 in Lighting Components, Inc, which is the general partner of LC, in exchange for 13% of its capital stock. At April 30, 1998, the Company had also made advances to LC in exchange for subordinated debentures and promissory notes totaling $280,000. Approximately $60,000 in subordinated debentures are due at various dates beginning on October 15, 2000, and approximately $220,000 of promissory notes are due on August 1, 2000. Both the subordinated debentures and promissory notes bear interest at 12% with interest payments beginning on August 1, 2000. The subordinated debentures and promissory notes totaling $280,000 had been written down at April 30, 1998. The accrued interest on these subordinated debentures and promissory notes totaling approximately $122,521 is included in other long-term assets in the accompanying balance sheet. In addition, the Company also has miscellaneous and trade receivables recorded in the accompanying balance sheet from LC at April 30, 2000, totaling approximately $1,437,000.

The Company's miscellaneous and trade receivables are secured by a security interest in substantially all of LC assets. In fiscal 2000 and fiscal 1999 the Company reduced the carrying value of assets recorded in the Company's balance sheet by approximately $239,000 and $550,000, respectively.

The impact of inflation for the past three fiscal years has been minimal.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

Not applicable

ITEM 8. FINANCIAL STATEMENT AND SUPPLEMENTARY DATA

The response to this item is included in Item 14(a) of this Report.

20

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There have been no changes in or disagreements with accountants on accounting or financial disclosure matters during the Company's fiscal years ended April 30, 2000 and 1999.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE
REGISTRANT

The information required under this item is incorporated herein by reference to the Company's definitive proxy statement, filed with the Commission not later than 120 days after the close of the Company's fiscal year ended April 30, 2000.

ITEM 11. EXECUTIVE COMPENSATION

The information required under this item is incorporated herein by reference to the Company's definitive proxy statement, filed with the Commission not later than 120 days after the close of the Company's fiscal year ended April 30, 2000.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required under this item is incorporated herein by reference to the Company's definitive proxy statement, filed with the Commission not later than 120 days after the close of the Company's fiscal year ended April 30, 2000.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required under this item is incorporated herein by reference to the Company's definitive proxy statement, filed with the Commission not later than 120 days after the close of the Company's fiscal year ended April 30, 2000.

21

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)(1) and (a)(2)

The financial statements, including required supporting schedule, are listed in the index to Consolidated Financial Statements and Financial Schedule filed as part of the Form 10-K on Page F-1.

22

INDEX TO EXHIBITS

(a)(3)

3.1   Certificate of Incorporation of the Company, incorporated herein by
      reference to Exhibit 3.1 to Registration Statement on Form S-1, File No.
      33-72100 dated February 9, 1994.

3.2   Restated By-laws of the Company, adopted on September 24, 1999.

10.1  Lease Agreement dated as of February 13, 1990 between the Company and CSI
      and amendments and addenda thereto - Filed as Exhibit 10.1 to the
      Company's Registration Statement on Form S-1, File No. 33-72100 and hereby
      incorporated by reference.

*
10.2  401(K) Retirement Savings Plan of the Company - Filed as Exhibit 10.3 to
      the Company's Registration Statement on Form S-1, File No. 33-72100 and
      hereby incorporated by reference.

*
10.3  Form of 1993 Stock Option Plan - Filed as Exhibit 10.4 to the Company's
      Registration Statement on Form S-1, File No. 33-72100 and hereby
      incorporated by reference.

*
10.4 Form of Incentive Stock Option Agreement for the Company's 1993 Stock

     Option Plan - Filed as exhibit 10.5 to the Company's Registration Statement
     on Form S-1, File No. 33-72100 and hereby incorporated by reference.

*
10.5  Form of Non-Statutory Stock Option Agreement for the Company's 1993 stock
      Option Plan - Filed as Exhibit 10.6 to the Company's Registration
      Statement on Form S-1, File No. 33-72100 and hereby incorporated by
      reference.

*
10.6  1994 Outside Directors Stock Option Plan - Filed as Exhibit 10.15 to the
      Company's Registration Statement on Form S-1, File No. 33-72100 and hereby
      incorporated by reference.

10.7  The Company's 1997 Directors' Stock Option Plan - filed as Exhibit A to
      the Company's 1997 Proxy Statement filed on August 18, 1997 and hereby
      incorporated by reference.

10.8  Organization Agreement between the Company and other Partners of SMT
      Unlimited L.P. dated September 15, 1994 - Filed as Exhibit 10.23 to the
      Company's Form 10-K for the fiscal year ended April 30, 1995 and hereby
      incorporated by reference.

10.9  Agreement between SigmaTron International, Inc. and Nighthawk Systems,
      Incorporated dated July 9, 1995 - Filed as Exhibit 10.33 to the Company's
      Form 10-Q for the quarter ended July 31, 1995 and hereby incorporated by
      reference.

10.10 Putnam Flexible 401(K) and Profit Sharing Plan Agreement #001 dated March 22, 1996 between SigmaTron International, Inc. and Putnam Defined Contribution Plans - Filed as Exhibit 10.35 to the Company's Form 10-Q for the quarter ended July 31, 1996 and hereby incorporated by reference.

10.11 Amended 401(k) plan agreement between the Company and Putnam Investments dated May 1, 1996 filed as Exhibit 10.35 to the Company's Form 10-Q for the quarter ended July 31, 1996 and hereby incorporated by reference.

23

10.12 Lease Agreement between SigmaTron International, Inc. and Industrias Irvin DeMexico S.A. dated January 15, 1997 and filed as Exhibit 10.42 to the Company's Form 10-Q for the quarter ended January 31, 1997 and hereby incorporated by reference.

10.13 Lease Agreement between SigmaTron International, Inc. and G. E. Capital dated July 14, 1997 filed as Exhibit 10.34 to the Company's Form 10-Q for the quarter ended July 31, 1997 and hereby incorporated by reference.

10.14 Lease Agreement # 97-054 between SigmaTron International, Inc. and International Financial Services dated June 6, 1997 filed as Exhibit 10.37 to the Company's Form 10-Q for the quarter ended October 31, 1996 and hereby incorporated by reference.

10.15 Lease Agreement # 97-087 between SigmaTron International, Inc. and International Financial Services dated June 26, 1997 filed as Exhibit 10.36 to the Company's Form 10-Q for the quarter ended October 31, 1997 and hereby incorporated by reference.

10.16 Lease Agreement # 97-097 between SigmaTron International, Inc. and International Financial Services dated August 11, 1997 filed as Exhibit 10.37 to the Company's Form 10-Q for the quarter ended October 31, 1997 and hereby incorporated by reference.

10.17 Lease Agreement # 97-185 between SigmaTron International, Inc. and International Financial Services dated December 22, 1997 filed as Exhibit 10.38 to the Company's Form 10-Q for the quarter ended January 31, 1998 and hereby incorporated by reference.

10.18 Lease Agreement # E002 between SigmaTron International, Inc. and G. E.
Capital dated December 31, 1997 filed as Exhibit 10.39 to the Company's Form 10-Q for the quarter ended January 31, 1998 and hereby incorporated by reference.

10.19 Lease Agreement # 98-10 between SigmaTron International, Inc. and International Financial Services dated February 2, 1998 filed as Exhibit 10.21 to the Company's Form 10-K for fiscal year ended April 30, 1998 and hereby incorporated by reference.

10.20 Lease Agreement # 98-106 between SigmaTron International, Inc. and International Financial Services dated June 30, 1998 and hereby incorporated by reference filed as Exhibit 10.42 to the Company's Form 10-Q for the quarter ended July 31, 1998.

10.21 Lease Agreement # E003 between SigmaTron International, Inc. and G.E.
Capital dated November 10, 1998 filed as Exhibit 10.42 to the Company's Form 10-Q for the quarter ended January 31, 1999 and hereby incorporated by reference.

10.22 Lease Agreement # 99-048 between SigmaTron International, Inc. and International Financial Services dated April 30, 1999.

10.23 Lease Agreement between the Company and International Financial Services # 96-049 dated April 18, 1996 filed as Exhibit 10.36 to the Company's Form 10-Q for the quarter ended October 31, 1996 and hereby incorporated by reference.

10.24 Loan and Security Agreement between SigmaTron International, Inc. and LaSalle National

24

Bank dated August 25, 1999 filed as Exhibit 10.26 to the Company's Form 10-Q for the quarter ended October 31, 1999.

10.25 Amended and Restated Agreement between Nighthawk Systems, Inc. and SigmaTron International Inc., dated January 1, 2000.

10.26 Lease Agreement # E004 between SigmaTron International, Inc. and G.E. Capital dated May 9, 2000.

22.1  Subsidiaries of the Registrant - Filed as Exhibit 22.1 of the Company's
      Registration Statement on Form S-1, File No. 33-72100 and hereby
      incorporated by reference.

23.1  Consent of Ernst & Young LLP.

27.1  Financial Data Schedule (EDGAR only)

* Indicates management contract or compensatory plan.

(b) No reports on Form 8-K were filed during the 2000 fiscal year.

(c) Exhibits

The Company hereby files as exhibits to this Report the exhibits listed in Item 14 (a) (3) above, which are attached hereto.

(d) Financial Statements Schedules

The Company hereby files a schedule to this Report the financial schedules in Item 14, which are attached hereto.

25

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

SIGMATRON INTERNATIONAL, INC.

By:  /s/ Gary R. Fairhead
     ----------------------

     Gary R. Fairhead, President
     and Chief Executive Officer

     Dated: July 26, 2000

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities, and on the dates indicated.

     Signature                          Title                                   Date
     ---------                          -----                                   ----
/s/ Franklin D. Sove      Chairman of the Board of Directors               July 26, 2000
--------------------
Franklin D. Sove

/s/ Gary R. Fairhead      President and Chief Executive Officer            July 26, 2000
--------------------
Gary R. Fairhead          (Principal Executive Officer)

/s/ Linda K. Blake        Chief Financial Officer, Secretary and           July 26, 2000
------------------
Linda K. Blake            Treasurer (Principal Financial Officer and
                          Principal Accounting Officer)

/s/ D.S. Patel            Director                                         July 26, 2000
---------------
D.S. Patel

/s/ John P. Chen          Director                                         July 26, 2000
----------------
John P. Chen

/s/ Dilip S. Vyas         Director                                         July 26, 2000
-----------------
Dilip S. Vyas

/s/ William C. Mitchell   Director                                         July 26, 2000
-----------------------
William C. Mitchell

/s/ Thomas W. Rieck       Director                                         July 26, 2000
-------------------
Thomas W. Rieck

/s/ Steven Rothstein      Director                                         July 26, 2000
--------------------
Steven Rothstein

26

Consolidated Financial Statements

SigmaTron International, Inc.

Years ended April 30, 2000, 1999, and 1998 with Report of Independent Auditors


SigmaTron International, Inc.

Consolidated Financial Statements

                          Contents

Report of Independent Auditors                               F-2

Consolidated Financial Statements

Consolidated Balance Sheets at April 30, 2000 and 1999       F-3
Consolidated Statements of Income for the Years Ended
   April 30, 2000, 1999, and 1998                            F-5
Consolidated Statements of Equity for the Years Ended
   April 30, 2000, 1999, and 1998                            F-6
Consolidated Statements of Cash Flows for the Years Ended
   April 30, 2000, 1999, and 1998                            F-7
Notes to Consolidated Financial Statements                   F-9

Schedule II
Valuation and Qualifying Accounts                           F-24

Financial statement schedules not listed above are omitted because they are not applicable or required.


Report of Independent Auditors

The Board of Directors and Stockholders
SigmaTron International, Inc.

We have audited the accompanying consolidated balance sheets of SigmaTron International, Inc. as of April 30, 2000 and 1999, and the related consolidated statements of income, equity, and cash flows for each of the three years in the period ended April 30, 2000. Our audits also included the financial statement schedule listed in the Index at Item 14(a). These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of SigmaTron International, Inc., at April 30, 2000 and 1999, and the consolidated results of its operations and its cash flows for each of the three years in the period ended April 30, 2000, in conformity with accounting principles generally accepted in the United States. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

                                             /s/ ERNST & YOUNG LLP



Chicago, Illinois
June 29, 2000

F-2

SigmaTron International, Inc.

Consolidated Balance Sheets

                                                                         April 30
                                                                    2000          1999
                                                                -------------------------
Assets
Current assets:
   Cash                                                         $     2,500   $   280,071
   Accounts receivable, less allowance for doubtful accounts
     of $932,459 and $575,000 at April 30, 2000 and April 30,
     1999, respectively                                          10,609,481    13,563,836
   Inventories                                                   17,775,199    16,240,502
   Prepaid and other assets                                         494,848       864,895
   Deferred income taxes                                            371,868       147,514
   Receivable from insurance reimbursement                             --       2,453,235
   Other receivables                                                762,277     1,013,982
                                                                -------------------------
Total current assets                                             30,016,173    34,564,035

Machinery and equipment, net                                     13,327,430    13,434,789

Due from SMTU:
   Investment and advances                                          859,612       448,545
   Equipment lease receivables                                    3,312,371     4,201,823
   Other receivables                                                892,709     1,511,372
                                                                -------------------------
                                                                  5,064,692     6,161,740
Other assets                                                        932,597     1,115,893
                                                                -------------------------
Total assets                                                    $49,340,892   $55,276,457
                                                                =========================

F-3

SigmaTron International, Inc.

Consolidated Balance Sheets (continued)

                                                                               April 30
                                                                          2000           1999
                                                                      -------------------------
Liabilities and stockholders' equity Current liabilities:
   Trade accounts payable                                             $ 6,841,875   $ 8,003,377
   Trade accounts payable - Related parties                               874,169     1,256,000
   Accrued expenses                                                     1,916,815     1,721,932
   Income tax payable                                                        --         644,101
   Capital lease obligations                                            1,893,486     2,271,693
                                                                      -------------------------
Total current liabilities                                              11,526,345    13,897,103

Notes payable - Banks                                                  14,654,320    17,382,681
Capital lease obligations, less current portion                         1,816,073     3,538,721
Deferred income taxes                                                   1,277,015     1,157,460
                                                                      -------------------------
Total liabilities                                                      29,273,753    35,975,965

Stockholders' equity:
   Preferred stock, $.01 par value; 500,000 shares authorized, none
     issued and outstanding                                                  --            --
   Common stock, $.01 par value; 6,000,000 shares authorized,
     2,881,227 shares issued and outstanding                               28,812        28,812
   Capital in excess of par value                                       9,436,554     9,436,554
   Retained earnings                                                   10,601,773     9,835,126
                                                                      -------------------------
Total stockholders' equity                                             20,067,139    19,300,492
                                                                      -------------------------
Total liabilities and stockholders' equity                            $49,340,892   $55,276,457
                                                                      =========================

See accompanying notes.

F-4

SigmaTron International, Inc.

Consolidated Statements of Income

                                                                   Year ended April 30
                                                          2000           1999            1998
                                                     --------------------------------------------

Net sales                                            $ 88,884,591    $ 88,159,189    $ 85,650,598
Cost of sales                                          80,688,002      79,238,098      77,193,764
                                                     --------------------------------------------
                                                        8,196,589       8,921,091       8,456,834
Selling and administrative expenses                     5,721,593       5,890,752       5,704,346
                                                     --------------------------------------------
Operating income                                        2,474,996       3,030,339       2,752,488
Equity in net income (loss) of SMTU                       411,067         137,439        (216,131)
Interest expense - Banks and capital lease
   obligations                                         (2,125,292)     (2,049,396)     (1,898,488)
Interest expense - Related parties                           --              --              (523)
Interest income - SMTU and LC                             599,498         587,304         479,508
Loss on investment and receivables with LC
                                                             --           (88,000)       (280,000)
Gain on insurance reimbursement                              --         1,132,199            --
                                                     --------------------------------------------
Income before income tax expense and extraordinary
   item                                                 1,360,269       2,749,885         836,854
Income tax expense                                       (506,122)     (1,052,784)       (310,962)
                                                     --------------------------------------------
Income before extraordinary item                          854,147       1,697,101         525,892
Extraordinary item - Extinguishment of debt,
   net of taxes of $58,333                                (87,500)           --              --
                                                     ============================================
Net income                                           $    766,647    $  1,697,101    $    525,892
                                                     ============================================

Net income per common share - Basic                  $        .27    $        .59    $        .18
                                                     ============================================

Net income per common share - Assuming
   dilution                                          $        .27    $        .59    $        .18
                                                     ============================================

See accompanying notes

F-5

SigmaTron International, Inc.

Consolidated Statements of Equity

                                                                                  Capital
                                                                                 in Excess                      Total
                                Preferred Stock           Common Stock             of Par        Retained   Stockholders'
                               Shares     Amount       Shares       Amount         Value         Earnings       Equity
                             ----------------------------------------------------------------------------------------------

Balance at April 30, 1997          -        $ -        2,875,227    $28,752      $9,373,759     $  7,612,133   $17,014,644
Issuance of common stock for
  exercise of options              -          -            6,000         60          41,940                -        42,000
Net income                         -          -                -          -               -          525,892       525,892
Tax benefit from options
   exercised                       -          -                -          -          20,855                -        20,855
                             ----------------------------------------------------------------------------------------------
Balance at April 30, 1998          -          -        2,881,227     28,812       9,436,554        8,138,025    17,603,391
Net income                         -          -                -          -               -        1,697,101     1,697,101
                             ----------------------------------------------------------------------------------------------
Balance at April 30, 1999          -          -        2,881,227     28,812       9,436,554        9,835,126    19,300,492
Net income                         -          -                -          -               -          766,647       766,647
                             ----------------------------------------------------------------------------------------------
Balance at April 30, 2000          -        $ -        2,881,227    $28,812      $9,436,554      $10,601,773   $20,067,139
                             ==============================================================================================

See accompanying notes.

F-6

SigmaTron International, Inc.

Consolidated Statements of Cash Flows

                                                                      Year ended April 30
                                                            2000             1999              1998
                                                     ------------------------------------------------------
OPERATING ACTIVITIES
Net income                                                $   766,647        $1,697,101      $   525,892
Adjustments to reconcile net income to net cash
   provided by operating activities:
     Depreciation                                           1,799,065         1,481,336        1,262,297
     Equity in net (income) loss of SMTU                     (411,067)         (137,439)         216,131
     Amortization                                                   -                 -           14,136
     Gain on insurance reimbursement                                -        (1,391,124)               -
     Provision for doubtful accounts                          357,459                 -          113,454
     Provision for inventory obsolescence                      50,000                 -                -
     Loss on investment and receivables with LC
                                                              238,524           550,000          360,000
     Deferred income taxes                                   (104,799)          468,673          (46,335)
     Changes in operating assets and liabilities:
       Accounts receivable                                  2,358,372        (2,135,863)      (3,400,970)
       Inventories                                         (1,584,697)        2,732,085       (1,306,987)
       Prepaid expenses and other assets                    2,313,163        (2,087,347)        (943,788)
       Trade accounts payable                              (1,161,502)        1,251,491        3,507,349
       Trade accounts payable - Related parties
                                                             (381,831)          340,525          178,582
       Accrued expenses                                       194,883           146,498         (105,287)
       Income taxes                                          (644,101)          584,113          179,546
                                                     ------------------------------------------------------
Net cash provided by operating activities                   3,790,116         3,500,049          554,020

INVESTING ACTIVITIES
Insurance reimbursement - Net                               2,453,235           485,011                -
Purchases of machinery and equipment                       (1,691,706)       (3,765,490)        (934,692)
Proceeds from the sale and leaseback of
   machinery                                                        -                 -        1,429,898
Proceeds from SMTU subleases                                        -                 -          196,895
                                                     ------------------------------------------------------
Net cash provided by (used in) investing
   activities                                                 761,529        (3,280,479)         692,101

F-7

SigmaTron International, Inc.

Consolidated Statements of Cash Flows (continued)

                                                                  Year ended April 30
                                                         2000           1999            1998
                                                     ------------------------------------------
FINANCING ACTIVITIES
Repayment of term loan and other notes payable
                                                     $      --      $      --      $   (42,596)
Proceeds from exercise of stock options                     --             --           42,000
Net (payments) proceeds under line of credit
                                                      (2,728,361)     2,093,878        407,192
Net payments under capital lease obligations
                                                      (2,100,855)    (2,318,056)    (1,691,261)
                                                     ------------------------------------------
Net cash used in financing activities                 (4,829,216)      (224,178)    (1,284,665)
                                                     ------------------------------------------
Change in cash                                          (277,571)        (4,608)       (38,544)
Cash at beginning of period                              280,071        284,679        323,223
                                                     ------------------------------------------
Cash at end of period                                $     2,500    $   280,071    $   284,679
                                                     =========================================

Supplementary disclosure of cash flow information:
     Cash paid for interest                          $ 1,692,697    $ 2,038,638    $ 1,900,073
                                                     =========================================

     Cash paid for income taxes                      $ 1,013,023    $      --      $   177,750
                                                     =========================================

     Acquisition of machinery and equipment
       financed under capital leases
                                                     $   168,429    $ 2,526,088    $ 1,234,095
                                                     =========================================

See accompanying notes.

F-8

SigmaTron International, Inc.

Notes to Consolidated Financial Statements

1. Description of the Business

SigmaTron International, Inc. (the Company), is an independent provider of electronic manufacturing services, which includes printed circuit board assemblies and completely assembled (boxbuild) electronic products. Included among the wide range of services the Company, its wholly owned subsidiary, Standard Components de Mexico, S.A., and its affiliate, SMT Unlimited L.P. (SMTU), offer their customers are: (1) automatic and manual assembly and testing of products; (2) material sourcing and procurement; (3) design, manufacturing, and test engineering support; (4) warehousing and shipment services; and (5) assistance in obtaining product approval from governmental and other regulatory bodies. The Company provides these services through an international network of facilities located in North America and the Far East.

2. Summary of Significant Accounting Policies

Consolidation Policy

The consolidated financial statements include the accounts and transactions of the Company and its wholly owned subsidiary, Standard Components de Mexico, S.A. Significant intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Inventories

Inventories are stated at the lower of cost or market. Cost is determined by the first in, first out (FIFO) method.

Machinery and Equipment

Machinery and equipment are stated at cost. The Company provides for depreciation and amortization using the straight-line method over the estimated useful life of the assets which range from 3 to 15 years.

F-9

SigmaTron International, Inc.

Notes to Consolidated Financial Statements (continued)

2. Summary of Significant Accounting Policies (continued)

Income Taxes

Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.

Earnings Per Share

Basic earnings per share is computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) for the period. The computation of the diluted earnings per share is similar to the basic earnings per share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potentially dilutive common shares had been issued.

Revenue Recognition

The Company's net sales are comprised of product sales and service revenue. Revenue from product sales is recognized upon shipment of goods. Service revenue is recognized as the services are performed.

Fair Value of Financial Instruments

The Company's financial instruments include receivables, notes payable, accounts payable, and accrued liabilities. The fair values of all financial instruments are not materially different from their carrying values.

3. Inventories

Inventories consist of the following:

                                      April 30
                               2000               1999
                          ------------------------------

Finished products         $  2,837,452      $  1,359,207
Work in process              1,713,691         1,709,482
Raw materials               13,224,056        13,171,813
                          ------------------------------
                           $17,775,199       $16,240,502
                          ==============================

F-10

SigmaTron International, Inc.

Notes to Consolidated Financial Statements (continued)

4. Machinery and Equipment

Machinery and equipment consist of the following:

                                                                            April 30
                                                                       2000          1999
                                                                   -------------------------
Machinery and equipment                                            $12,819,959   $11,475,094
Office equipment                                                     1,532,722     1,266,844
Tools and dies                                                         228,433       115,362
Leasehold improvements                                               1,907,031     1,643,626
Equipment under capital leases                                       4,755,675     5,051,188
                                                                   -------------------------
                                                                    21,243,820    19,552,114
Less:  Accumulated depreciation and amortization, including
   amortization of assets under capital leases of $1,799,065 and
   $1,038,187 at April 30, 2000 and 1999, respectively
                                                                     7,916,390     6,117,325
                                                                   -------------------------
                                                                   $13,327,430   $13,434,789
                                                                   =========================

5. Investment and Advances With SMTU

The Company has a 42.5% ownership interest in SMTU, which was formed on September 15, 1994, in Fremont, California, as a joint venture to provide surface mount technology assembly services primarily to electronic original equipment manufacturers. The Company also owns 50% of the outstanding stock of SMT Unlimited, Inc. (SMT, Inc.), which is the general partner of SMTU. One of the limited partners of SMTU is also an equal shareholder of SMT, Inc., along with the Company. The Company holds subordinated debentures totaling $1,050,000 from SMTU. Debentures totaling $650,000 outstanding at April 30, 2000, bear interest at 8%, and debentures totaling $400,000 bear interest at 12%. All debentures are to be repaid on May 1, 2002. Interest is to be paid quarterly beginning January 1, 2001. The Company guarantees lease payments of approximately $1,169,000 for SMTU. The Company has been indemnified by one of the other limited partners in the amount of $584,530 for the guaranteed lease payments. SMTU incurs a $12,500 monthly administrative fee for administrative services provided by the Company (see also Note 13).

The investment in SMTU is carried at cost plus equity in undistributed earnings or losses since acquisition. The Company has recorded its share of the losses in SMTU first as a reduction of the investment in SMTU and then as a reduction in the carrying value of the subordinated debentures.

F-11

SigmaTron International, Inc.

Notes to Consolidated Financial Statements (continued)

5. Investment and Advances With SMTU (continued)

In August 1999, the Company entered into a guaranty agreement with SMTU's lender to guaranty the obligation of SMTU under its revolving line of credit to a maximum of $2,000,000 plus interest and related costs associated with the enforcement of the guaranty. In connection with the guaranty agreement, one of the limited partners of SMTU and the Chairman of SMTU have each executed a guaranty to the lender to reimburse the Company for up to $500,000 of payments made by the Company under its guaranty to the lender in excess of $1,000,000. In addition, the limited partner has agreed to indemnify the Company for 50% of all of SMTU's payments to the lender. The limited partner's obligation to the Company under the indemnity is reduced dollar for dollar to the extent the limited partner would otherwise be obligated to pay more than $1,000,000 as a result of his guaranty to the lender.

The Company's investment and advances to and receivables from SMTU totaled approximately $5,065,000 at April 30, 2000, and no amount was recorded by the Company related to its guaranty of SMTU's credit agreement. SMTU has positive working capital of approximately $2,284,000 and an accumulated deficit of approximately $404,000 for the year ended April 30, 2000. Since its inception, sales have continued to increase and SMTU was profitable for the years ended April 30, 2000 and 1999.

6. Flood Damage in Del Rio, Texas, and Acuna, Mexico

In late August 1998, the Company's warehousing operation in Del Rio, Texas, and one of its manufacturing operations in Acuna, Mexico, were significantly damaged by a flash flood. The Company expedited replacement machinery and equipment and inventory to its damaged facilities. The majority of the damaged equipment used in the manufacturing process was replaced with new equipment. The manufacturing operation in Acuna was running at preflood levels, and all raw material issues created by the flood were resolved, by December 1998.

In fiscal 1999, a gain of approximately $1,391,000 was recognized on settlement of a portion of the insurance reimbursement and is reported as a reduction of cost of sales of $259,000 and gain on insurance reimbursement of $1,132,000 in the accompanying 1999 statements of income. The inventory, machinery, and equipment and building contents segments of the loss have been settled in full. The business interruption and extra expense segments of the claim have not been finalized. Since there is no agreement with the insurance company on the business interruption and extra expense segments of the

F-12

SigmaTron International, Inc.

Notes to Consolidated Financial Statements (continued)

6. Flood Damage in Del Rio, Texas, and Acuna, Mexico (continued)

loss, the Company has not recognized any future net proceeds related to these items. The business interruption and extra expense claim, if any, will be recorded when settlement has been reached.

7. Notes Payable

The Company entered into a new loan and security agreement during fiscal 2000 which provides for a revolving credit facility, an $800,000 equipment loan facility, and a $2,000,000 letter of credit facility. In conjunction with the new agreement, the Company paid $87,500, net of taxes of $58,333, as part of the extinguishment of the prior debt agreement. This amount is reflected on the statement of income as a loss from an extraordinary item. The maximum borrowing limit under the revolving line-of-credit facility is limited to the lesser of:
(i) $25,000,000; or (ii) an amount equal to the sum of up to 85% of the receivables borrowing base and the lesser of $10,000,000 or up to 60% of the inventory borrowing base, as defined. At April 30, 2000, the Company had outstanding borrowings of $14,654,320.

Borrowings under the revolving line of credit bear interest at rates equal to the London Interbank Offered Rate plus 2.25% (8.56813% at April 30, 2000) or at the prime rate (9.0% at April 30, 2000) at the option of the Company. The Company must also pay an unused commitment fee equal to 0.25% on the revolving credit facility. At April 30, 2000, there was approximately $620,000 of unused credit available under the terms of the agreement. The revolving credit facility matures August 25, 2001.

Borrowings under the equipment loan bear interest at prime plus 0.5%. The equipment loan matures August 2004. No amounts were outstanding under the equipment loan facility at April 30, 2000.

The agreement is collateralized by substantially all of the assets of the Company and contains certain financial covenants, including specific covenants pertaining to the maintenance of minimum tangible net worth and net income. The agreement also restricts annual lease rentals and capital expenditures and the payment of dividends or distributions of any cash or other property on any of its capital stock, except that common stock dividends may be distributed by a stock split or dividends pro rata to its stockholders.

F-13

SigmaTron International, Inc.

Notes to Consolidated Financial Statements (continued)

8. Accrued Expenses

Accrued expenses consist of the following:

                                  April 30
                           2000              1999
                    -------------------------------------

Payroll                   $1,440,366        $1,028,804
Bonuses                      163,000           352,000
Interest payable             122,204           126,993
Commissions                   35,833            94,119
Professional fees            155,412           120,016
                    -------------------------------------
                          $1,916,815        $1,721,932
                    =====================================

9. Related Party Transactions and Commitments

The Company has transactions with Circuit Systems, Inc. (CSI), a shareholder of the Company. These transactions primarily involved the purchase of raw materials and the leasing of operating space. Purchases of raw materials were approximately $6,660,000, $6,325,000 and $6,380,000 for the years ended April 30, 2000, 1999, and 1998, respectively. The Company leases space in Elk Grove Village, Illinois, owned by CSI at a base rental of $35,670 per month, with an additional $7,000 per month for property taxes. The lease requires the Company to pay maintenance and utility expenses. In fiscal 2000, the Company exercised its renewal option for an additional five-year period through February 2006. Rent and property tax expense totaled approximately $495,000, $466,000 and $486,000 for the years ended April 30, 2000, 1999, and 1998, respectively.

At April 30, 2000 and 1999, the Company had non-interest-bearing receivables of approximately $190,000 for advances to a company in which an officer of the Company is an investor. The balance has been recorded as an other long-term asset at April 30, 2000 and 1999. This outstanding receivable has been guaranteed by an officer of the Company.

During 1996, the Company invested $1,200 in exchange for a 12% limited partnership interest in Lighting Components, L.P. (LC) and invested $1,300 in Lighting Components, Inc., which is the general partner of LC, in exchange for 13% of its capital stock. At April 30, 1998, the Company had also made advances to LC in exchange for subordinated debentures and promissory notes totaling $280,000. Approximately $60,000 in subordinated debentures are due at various dates beginning on October 15, 2000, and approximately $220,000 of promissory notes are due on August 1, 2000. Both the

F-14

SigmaTron International, Inc.

Notes to Consolidated Financial Statements (continued)

9. Related Party Transactions and Commitments (continued)

subordinated debentures and promissory notes bear interest at 12% with interest payments beginning on August 1, 2000. The subordinated debentures and promissory notes totaling $280,000 were reserved to a net realizable value of $0 at April 30, 1998. The accrued interest on these subordinated debentures and promissory notes totaling approximately $122,000 is included in other long-term assets in the accompanying balance sheet. In addition, the Company also has miscellaneous and trade receivables recorded in the accompanying balance sheet from LC at April 30, 2000, totaling approximately $1,437,000.

The Company's miscellaneous and trade receivables are secured by a security interest in substantially all of LC's assets. In fiscal 2000 and 1999, the Company reduced the carrying value of assets recorded in the Company's balance sheet to net realizable value by approximately $789,000 and $550,000, respectively. Accordingly, net assets in the accompanying balance sheet at April 30, 2000 and April 30, 1999, were:

                           Subordinated          Miscellaneous
                          Debentures and     and Trade Receivables
                         Promissory Notes
                      ---------------------------------------------

April 30, 1999:
   Gross                        $280,000              $889,000
   Reserve                      (280,000)             (550,000)
                      ---------------------------------------------
   Net                     $           -              $339,000
                      =============================================

April 30, 2000:
   Gross                        $280,000            $1,560,000
   Reserve                      (280,000)             (789,000)
                      ---------------------------------------------
   Net                     $           -            $  771,000
                      =============================================

F-15

SigmaTron International, Inc.

Notes to Consolidated Financial Statements (continued)

10. Income Taxes

The following is a summary of income before income taxes:

                                                            2000             1999              1998
                                                     ------------------------------------------------------

Domestic operations                                       $   542,830        $2,207,347        $426,511
Foreign operations                                            671,606           542,538         410,343
                                                     ------------------------------------------------------
                                                           $1,214,436        $2,749,885        $836,854
                                                     ======================================================

The income tax provision for the years ended April 30, 2000, 1999, and 1998,
consists of the following:

                                                            2000             1999              1998
                                                     ------------------------------------------------------
Current:
   Federal                                                  $277,367       $   273,878         $148,916
   State                                                      40,235            71,790           64,761
   Foreign                                                   235,062           189,888          143,620
Deferred:
   Federal                                                   (91,430)          450,917          (40,395)
   State                                                     (13,445)           66,311           (5,940)
                                                     ------------------------------------------------------
                                                            $447,789        $1,052,784         $310,962
                                                     ======================================================
The reasons for the differences between the income tax provision and the amounts
computed by applying the statutory federal income tax rates to income before
income tax expense for the years ended April 30, 2000, 1999, and 1998 are as
follows:

                                                            2000             1999              1998
                                                     ------------------------------------------------------

Income tax at statutory federal rate                        $412,938        $   934,960        $284,530
Effect of:
   State income taxes, net of federal tax benefit             26,556            127,046          38,663
   Other, net                                                  8,295             (9,222)        (12,231)
                                                     ------------------------------------------------------
                                                            $447,789         $1,052,784        $310,962
                                                     ======================================================

F-16

SigmaTron International, Inc.

Notes to Consolidated Financial Statements (continued)

10. Income Taxes (continued)

Significant temporary differences which result in deferred tax assets and deferred tax liabilities at April 30, 2000 and 1999 are as follows:

                                          2000             1999
                                   ------------------------------------

Allowance for doubtful accounts       $      56,135     $     (21,450)
Inventory obsolescence reserve              148,785           129,285
Accruals not currently deductible           110,358            58,824
Inventory                                    56,590            64,914
Other                                             -           (84,059)
                                   ------------------------------------
Net deferred tax asset                 $    371,868      $    147,514
                                   ====================================

Gain on involuntary conversion         $   (441,558)     $   (441,480)
Machinery and equipment                  (1,008,994)       (1,002,926)
Other                                       173,537           286,946
                                   ------------------------------------
Net deferred tax liability              $(1,277,015)      $(1,157,460)
                                   ====================================

11. 401(k) Retirement Savings Plan

The Company sponsors a 401(k) retirement savings plan which is available to all nonunion employees who complete 1,000 hours of service annually. Participants are allowed to contribute up to 15% of their annual compensation, and the Company may elect to match participant contributions up to the greater of 6% of the participant's compensation or $300. The Company contributed $50,232, $46,954, and $32,904 to the plan during the fiscal years ended April 30, 2000, 1999, and 1998, respectively. The Company paid total expenses of $12,400, $10,960, and $13,500 for the fiscal years ended April 30, 2000, 1999, and 1998, respectively, relating to costs associated with the Plan's administration.

12. Major Customers and Concentration of Credit Risks

Financial instruments which potentially subject the Company to concentration of credit risk consist principally of uncollateralized accounts receivable.

For the year ended April 30, 2000, two customers accounted for 29% and 18% of net sales of the Company, and 29% and 6%, respectively, of accounts receivable at April 30, 2000. For the year ended April 30, 1999, two customers accounted for 36% and 14% of net sales of the Company, and 32% and 4% of accounts receivable at April 30, 1999. For the

F-17

SigmaTron International, Inc.

Notes to Consolidated Financial Statements (continued)

12. Major Customers and Concentration of Credit Risks (continued)

year ended April 30, 1998, four customers accounted for 9%, 13%, 29%, and 9% of net sales of the Company, and 21%, 4%, 24%, and 11% of accounts receivable at April 30, 1998.

13. Leases

The Company leases its facilities under various operating leases. The Company also leases various machinery and equipment under capital leases.

Future minimum lease payments under leases with terms of one year or more are as follows at April 30, 2000:

                                               Capital          Operating
                                                Leases           Leases
                                          ------------------------------------

2001                                            $2,137,598        $1,132,878
2002                                             1,268,911           897,084
2003                                               499,950           273,564
2004                                               178,541           227,970
                                          ------------------------------------
                                                 4,085,000        $2,531,496
                                                              ================
Less:  Amounts representing interest               375,441
                                          -------------------
                                                 3,709,559
Less:  Current portion                           1,893,486
                                          -------------------
                                                $1,816,073
                                          ===================

The Company subleased the machinery and equipment relating to 13 of the above capital lease agreements to its affiliate, SMTU. These sublease agreements contain the same maturity dates as the original underlying lease agreements. The effective interest rates on these leases are approximately 2% higher than the effective interest rates (ranging from 9.85% to 12.35%) implicit in the original lease to cover various administrative expenses of the Company. The equipment lease receivables are collateralized by the underlying machinery and equipment. Management believes the machinery and equipment would be readily usable in the Company's manufacturing operations, if necessary.

F-18

SigmaTron International, Inc.

Notes to Consolidated Financial Statements (continued)

13. Leases (continued)

Future minimum rentals to be received under subleases with SMTU with terms of one year or more are as follows:

2001                                            $   630,775
2002                                                526,856
2003                                                308,815
2004                                                213,308
                                           -------------------
                                                  1,679,754
Less:  Amounts representing interest                418,720
                                           -------------------
                                                 $1,261,034
                                           ===================

As a result of the uncertainty surrounding the timing of collection of these future minimum rentals, the Company has classified these equipment lease receivables as long-term at April 30, 2000 and 1999.

Rent expense incurred under operating leases was approximately $834,000, $1,119,000, and $714,000 for the years ended April 30, 2000, 1999, and 1998, respectively.

In July 1997, the Company refinanced some machinery and equipment under a sale/leaseback arrangement. The equipment was sold for approximately $1.4 million in cash. The Company has the option to purchase the equipment at the end of the lease term for $1. The transaction has been accounted for as a financing lease, wherein the property remains on the balance sheet and will continue to be depreciated, and a financing obligation equal to the proceeds has been recorded.

14. Stock Options

The Company has stock option plans (Option Plans) under which certain members of management and outside nonmanagement directors may acquire up to 803,500 shares of common stock of the Company. At April 30, 2000, the Company has 698,500 shares reserved for future issuance under the Option Plans. The Option Plans are interpreted and administered by the Compensation Committee (the Committee). The maximum term of options granted under the Option Plans generally is ten years. Options granted under the Option Plans are either incentive stock options or nonqualified options. Options forfeited under the Option Plans are available for reissuance. Options granted under these plans are granted at an exercise price equal to the fair market value of a share of the Company's common stock on the date of grant. The options vest at a rate of 20% each year following the date of grant provided the optionee remains an employee of the company.

F-19

SigmaTron International, Inc.

Notes to Consolidated Financial Statements (continued)

14. Stock Options (continued)

The Company also has stock option plans for the benefit of directors who are not salaried employees of the Company or full-time consultants to the Company. 178,500 shares of common stock were reserved for issuance upon exercise of such options. As of April 30, 2000, all options under these plans have been granted. An option may be exercised at any time within ten years from the date of grant.

The Company has elected to follow Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB 25), in accounting for its employee stock options because, as discussed below, the alternative fair value accounting method provided for under FASB Statement No. 123, Accounting for Stock-Based Compensation, requires the use of option-valuation models that were not developed for use in valuing employee stock options. Under APB 25, because the exercise price of the Company's employee stock options approximates the market price of the underlying stock on the date of grant, no compensation expense is recognized. Pro forma information regarding net income and earnings per share is required by Statement 123 as if the Company had accounted for its employee stock options granted subsequent to December 31, 1994, under the fair value method of that Statement. For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options vesting period.

The Company's pro forma information follows:

                                                            2000             1999              1998
                                                     ------------------------------------------------------

Net income                                                   $766,647        $1,697,101         $525,892
Pro forma net income                                          716,789         1,558,152          302,389
Earnings per share - Basic and diluted                       $.27              $.59             $.18
Pro forma earnings per share - Basic and diluted
                                                             $.25              $.51             $.10
The fair value of each option grant is estimated on the date of the grant using
the Black-Scholes option-valuation model with the following assumptions:

                                                            2000             1999              1998
                                                     ------------------------------------------------------

Expected dividend yield                                      .0%               .0%              .0%
Expected stock price volatility                             0.601             0.608            0.512
Risk-free interest rate                                     6.04%             5.43%            6.31%
Weighted-average expected life of options
                                                            5 years           5 years          5 years

F-20

SigmaTron International, Inc.

Notes to Consolidated Financial Statements (continued)

14. Stock Options (continued)

Option-valuation models require the input of highly subjective assumptions. Because the Company's employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate in management's opinion, the existing method does not necessarily provide a reliable single measure of the fair value of the Company's employee stock options.

The table below summarized option activity through April 30, 2000:

                                                     Weighted-     Number of
                                                      Average       options
                                                     Exercise    exercisable at
                                Number of Options      Price       end of year
                                ------------------------------------------------

Outstanding at April 30, 1997          374,500       $  7.13
Options granted during 1998            387,000         12.45
Options exercised during 1998           (6,000)         7.00
Options canceled during 1998          (200,000)         7.00
Outstanding at April 30, 1998          555,500         10.88          163,500
Options granted during 1999             93,000          6.20
                                ------------------
Outstanding at April 30, 1999          648,500         10.20          207,100
Options granted during 2000            348,500          6.22
Options canceled during 2000          (336,300)        12.23
                                ------------------
Outstanding at April 30, 2000          660,700          7.08          378,403
                                ==================

The weighted-average grant date fair value of the options granted during fiscal 2000, 1999, and 1998 was $3.49, $3.50, and $6.47, respectively.

F-21

SigmaTron International, Inc.

Notes to Consolidated Financial Statements (continued)

14. Stock Options (continued)

Information with respect to stock options outstanding and stock options exercisable at April 30, 2000, follows:

                                                               Options Outstanding
                                        -------------------------------------------------------------------
                                                                 Weighted-Average
                                        Number Outstanding          Remaining         Weighted-Average
                                         at April 30, 2000      Contractual Life        Exercise Price
        Range of Exercise Prices
-----------------------------------------------------------------------------------------------------------
           $  4.25 - 6.25                  348,500           9.62 years             $  5.98
           6.63 - 8.44                     250,000           5.67 years                7.09
           10.25 - 14.50                    62,200           7.16 years               13.18
                                       -----------------
           4.25 - 14.50                    660,700
                                       =================
                                                                      Options Exercisable
                                                     ------------------------------------------------------
                                                               Number
                                                           Exercisable at       Weighted-Average Exercise
                    Range of Exercise Prices               April 30, 2000                 Price
-----------------------------------------------------------------------------------------------------------

            $ 4.25 - 6.25                                    127,003                 $  5.70
            6.63 - 8.44                                      202,400                    7.02
            10.25 - 14.50                                     49,000                   13.43
                                                         ----------------
            4.25 - 14.50                                     378,403
                                                         ================

F-22

SigmaTron International, Inc.

Notes to Consolidated Financial Statements (continued)

15. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share:

                                                       2000           1999           1998
                                                   ------------------------------------------
Net income available to common stockholders
                                                   $   766,647    $ 1,697,101   $     525,892
                                                   ==========================================

Weighted-average shares:
   Basic                                             2,881,227      2,881,227       2,881,128
   Effect of dilutive warrants and stock options
                                                          --            3,600          91,264
                                                   ------------------------------------------
   Diluted                                         $ 2,881,227    $ 2,884,827   $   2,972,392
                                                   ==========================================

Basic and diluted earnings per share before
   extraordinary item                              $       .30    $       .59   $         .18
Basic and diluted earnings per share -
   Extraordinary item                                     (.03)          --              --
                                                   ------------------------------------------
Basic and diluted earnings per share               $       .27    $       .59   $         .18
                                                   ==========================================

Options to purchase 660,700 and 648,500 shares of common stock were outstanding during 2000 and 1999, respectively, but were not included in the computation of diluted earnings per share for all or part of the year because the options exercise price was greater than the average market price of the common shares and, therefore, the effect would be antidilutive.

F-23

SigmaTron International, Inc.

Schedule II - Valuation and Qualifying Accounts

                                                Balance at         Charges to         Charges to                  Balance at
                                                Beginning          Costs and          Other                       End of
              Description                       of Period          Expenses           Accounts     Deductions      Period
------------------------------------------------------------------------------------------------------------------------------
Year ended April 30, 2000:
   Reserves and allowance deducted from asset
     accounts:
       Allowance for doubtful accounts             $575,000          $357,456         $ -            $  -         $932,459
       Reserve for obsolete inventory               331,500            50,000           -               -          381,500
       Reserve against note receivable              280,000                 -           -               -          280,000

Year ended April 30, 1999:
   Reserves and allowance deducted from asset
     accounts:
       Allowance for doubtful accounts                    -           575,000           -               -          575,000
       Reserve for obsolete inventory               331,500                 -           -               -          331,500
       Reserve against note receivable              280,000                 -           -               -          280,000

Year ended April 30, 1998:
   Reserves and allowance deducted from asset
     accounts:
       Allowance for doubtful accounts               80,000                 -           -          80,000 (1)            -
       Reserve for obsolete inventory               331,500                 -           -               -          331,500
       Reserve against note receivable                    -           280,000           -               -          280,000

(1) Uncollectible accounts written off.

F-24

Exhibit 3.2

AMENDED AND RESTATED
BY - LAWS
OF
SIGMATRON INTERNATIONAL. INC.
AS OF 9/24/1999

ARTICLE I
OFFICES

SECTION 1.l. REGISTERED OFFICE. The registered office shall be established and maintained at the office of The Corporation Trust Company, in the city of Wilmington, in the County of New Castle, in the State of Delaware and said corporation shall be the registered agent of this corporation in charge thereof.

SECTION 1.2. OTHER OFFICES. The corporation may have other offices, either within or without the State of Delaware, at such place or places as the board of directors may from time to time appoint or the business of the corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

SECTION 2.1. ANNUAL MEETINGS. Annual meetings of stockholders, commencing with the year 1994, shall be held on the third Friday of September of each year, if not a legal holiday, and if a legal holiday then on the next secular day following at l0:00 a.m., at the principal executive office of the corporation or on such other day, time and place as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which stockholders shall elect a board of directors in accordance with the Certificate of Incorporation of the corporation (the "Certificate of Incorporation") and Section 2.3 of Article II of these by-laws and transact such other business as may properly be brought before the meeting in accordance with
Section 2.4 of Article II of these by-laws.

SECTION 2.2. NOTICE OF ANNUAL MEETING. Except as otherwise required by the General Corporation Act of the State of Delaware (the "DGCL"), written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

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Section 2.3. NOMINATING DIRECTORS. Only persons who are nominated in accordance with the following procedures shall be eligible to serve as directors. Nominations of persons for election to the board of directors at a meeting of stockholders may be made (i) by or at the direction of the board of directors or (ii) by any stockholder of the corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Article II, Section 2.3. Such nominations, other than those made by or at the direction of the board of directors, shall be made pursuant to timely notice in writing to the secretary of the corporation. To be timely, a stockholder's notice must be delivered to, or mailed and received by, the secretary of the corporation at the principal executive office of the corporation not less than sixty (60) or more than ninety (90) days prior to the meeting; provided, however, that if the corporation has not "publicly disclosed"
(in the manner provided in the last sentence of this Article II, Section 2.3.)
the date of the meeting at least seventy (70) days prior to the meeting date, notice may be timely made by a stockholder under this Section if received by the secretary of the corporation not later than the close of business on the tenth day following the day on which the corporation publicly disclosed the meeting date. Such stockholder's notice shall set forth (i) as to each person whom the stockholder proposes to nominate for election or reelection as a director, (A) the name, age, business address and residence address of such person, (B) the principal occupation or employment of such person, (C) the class and number of shares of the corporation which are beneficially owned by such person and(D) and such other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including such person's written consent to being named in the proxy statement as a nominee and to serving as director if elected); and (ii) as to the stockholder giving notice (A) the name and address, as they appear on the corporation's books, of such stockholder, (B) the class and number of shares of the corporation which are beneficially owned by such stockholder and (C) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to nominate the persons named in its notice. At the request of the board of directors any person nominated by the board of directors for election as a director shall furnish to the secretary of the corporation that information required to be set forth in a stockholder's notice of nomination which pertains to the nominee. No person shall be eligible to serve as a director of the corporation unless

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nominated in accordance with the procedures set forth herein. The presiding officer shall, if the facts so warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by the by-laws, and the defective nomination shall be disregarded. For purposes of these by-laws, "publicly disclosed" or "public disclosure" shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press, or a comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission.

SECTION 2.4. NOTICE OF BUSINESS. At an annual meeting of the stockholders, only such business shall be conducted as shall have been brought before the meeting (i) by or at the direction of the board of directors or (ii) by any stockholder of the corporation who complies with the notice procedures set forth in this Article II, Section 2.4. For business to be properly brought before an annual meeting by a stockholder, the stockholders must deliver written notice to, or mail such written notice so that it is received by, the secretary of the corporation, at the principal executive offices of the corporation, not less than one hundred and twenty (120) or more than one hundred and fifty (150) days prior to the first anniversary of the date of the Corporation's consent solicitation or proxy statement released to stockholders in connection with the previous year's election of directors or meeting of stockholders, except that if no annual meeting of stockholders or election by consent was held in the previous year or if the date of the annual meeting has been changed from the previous year's meeting, a proposal shall be received by the corporation within ten (10) days after the corporation has "publicly disclosed" the date of the meeting in the manner provided in Article II, Section 2.3. above. The stockholder's notice to the secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting (A) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (B) the name and address, as they appear on the corporation's books, of the stockholder proposing such business, (C) the class and number of shares of the corporation which are beneficially owned by the stockholder, (D) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any other material interest of such stockholder in such business and (E) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to

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bring such business before the meeting. At an annual meeting, the presiding officer shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Article II, Section 2.4.,and such business not properly brought before the meeting shall not be transacted. Whether or not the foregoing procedures are followed, no matter which is not a proper matter for stockholder consideration shall be brought before the meeting.

Section 2.5. SPECIAL MEETINGS. Special meetings of the stockholders for any purpose or purposes, unless otherwise prescribed by the Delaware General Corporate Law or by the Certificate of Incorporation, may be called the chairman of the board or the president and shall be called by the chairman of the board, president or secretary at the request in writing of a majority of the board of directors. Such request shall state the purpose or purposes of the proposed meeting.

SECTION 2.6. NOTICE OF SPECIAL MEETINGS. Written notice of a special meeting stating the place, date and hour of the meeting, and the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

SECTION 2.7. RECORD DATE. In order that the corporation may determine the stockholders entitled to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted, and which shall be (i) not more than sixty (60) nor less than ten (10) days before the date of a meeting, and (ii) not more than sixty (60) days prior to the other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for any adjourned meeting.

4

SECTION 2.8. LIST OF STOCKHOLDERS ENTITLED TO VOTE. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

SECTION 2.9. STOCK LEDGER. The stock ledger of the Corporation shall be the only conclusive evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 2.8. of this Article II or the books of the Corporation, or to vote in person or by proxy at a meeting of stockholders.

SECTION 2.10. QUORUM. At any meeting of the stockholders of the Corporation, the holders of such number of the shares of issued and outstanding stock as are entitled to cast a majority of the votes thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by the DGCL or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders, entitled to vote thereat, present in person or represented by proxy, by majority vote shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

SECTION 2.11. VOTING. Unless otherwise provided by the Certificate of Incorporation, each stockholder shall at every meeting of the stockholders be entitled to vote in person or by proxy for each share of the capital stock having voting power

5

held by such stockholder. When a quorum is present at any meeting, a majority of the votes cast by holders of stock having voting power present in person or represented by proxy shall decide any question (other than election of directors) brought before such meeting, unless the question is one upon which by express provision of the DGCL or of the Certificate of Incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.

SECTION 2.12. PROXY. At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to this paragraph may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used; provided that, such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the secretary of the Corporation. All voting, excepting where otherwise required by law, the Certificate of Incorporation or the board of directors may be by a voice vote.

SECTION 2.13. CHAIRMAN OF MEETING. The chairman of the board of directors shall preside at all meetings of the stockholders. In the absence or inability to act of the chairman, the vice chairman, the chief executive officer, the president or a vice president (in that order) shall preside, and in their absence or inability to act another person designated by one of them shall preside. The secretary of the corporation shall act as secretary of each meeting of the stockholders. In the event of his absence or inability to act, the chairman of the meeting shall appoint a person who need not be a stockholder to act as secretary of the meeting.

6

SECTION 2.14. CONDUCT OF MEETINGS. Meetings of the stockholders shall be conducted in a fair manner but need not be governed by any prescribed rules of order. The presiding officer's rulings on procedural matters shall be final. The presiding officer is authorized to impose reasonable time limits on the remarks of individual stockholders and may take such steps as such officer may deem necessary or appropriate to assure that the business of the meeting is conducted in a fair and orderly manner.

SECTION 2.15. ACTION WITHOUT A MEETING. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

SECTION 2.16. INSPECTORS. The board of directors, in advance of any stockholders' meeting, may appoint one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at the stockholders' meeting may, and on the request of any stockholder entitled to vote thereat shall, appoint one or more inspectors. In case any person appointed fails to appear or act, the vacancy may be filled by appointment made by the board of directors in advance of the meeting or at the meeting by the persons presiding thereat. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person

7

presiding at the meeting or any stockholder entitled to vote thereat, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them. Any report or certificate made by them shall be prima facie evidence of the facts stated and of the vote as certified by them.

ARTICLE III
DIRECTORS

SECTION 3.1. DUTIES OF DIRECTORS. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these by laws directed or required to be exercised or done by the stockholders.

SECTION 3.2. NUMBER OF DIRECTORS. The number of directors which shall constitute the whole board of directors shall be not less than three nor more than eleven. The first board shall consist of seven directors. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting. In accordance with the Certificate of Incorporation, the directors shall be divided into three classes designated as Class I, Class II and Class III respectively. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire board of directors. The term of office of the Class I directors shall expire at the annual meeting of the stockholders next ensuing. The term of office of the Class II directors shall expire one year thereafter. The term of office of the Class III directors shall expire two years thereafter. At each succeeding annual meeting, the directors elected shall be chosen for a full term of three years to succeed those whose terms expire. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 3.3 of this Article, and each director shall be elected to serve until his successor is elected and qualified or until his earlier resignation or removal. Directors need not be stockholders.

SECTION 3.3. RESIGNATION, REMOVAL AND VACANCIES. Each director shall hold office until his successor is elected and qualified, subject, however, to his or her prior death, resignation, retirement or removal from office. Any director may resign at any time upon written notice to the corporation directed to the board of directors or the secretary of the

8

corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. Any director or the entire board of directors may be removed, with cause, by the vote of the holders of at least a majority of shares of stock then entitled to vote at an election of directors. Whenever the holders of shares of any class or series of stock are entitled to elect one or more directors by the provisions of the Certificate of Incorporation, the provisions of the preceding sentence shall apply, in respect to the removal with cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series of stock and not to the vote of the holders of the outstanding shares of stock as a whole. Unless otherwise provided by the Certificate of Incorporation, vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by the vote of a majority of the directors then in office provided that a quorum is present, and any other vacancy occurring in the board of directors may be filled by a majority of the directors then in office, even if less than a quorum, unless otherwise provided in the Certificate of Incorporation; provided, however, that as nearly as may be possible, an equal number of directors of each class of directors shall be maintained. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his or her predecessor.

SECTION 3.4. SPECIAL VOTING RIGHTS OF STOCKHOLDERS. Notwithstanding the foregoing, whenever the holders of any one or more classes or series of preferred stock issued by the Corporation in accordance with the corporation's Certificate of Incorporation shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorship shall be governed by the resolutions of the board of directors applicable to such series of preferred stock.

MEETINGS OF THE BOARD OF DIRECTORS

SECTION 3.5. GENERAL. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

SECTION 3.6. FIRST MEETINGS. The first meeting of each newly elected board of directors shall be held immediately after each annual meeting of the stockholders, at such time and place as shall be fixed by the vote of the stockholders at the annual

9

meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

SECTION 3.7. REGULAR MEETINGS. Regular meetings of the directors may be held without notice at such time and at such place as shall from time to time be determined by the board of directors.

SECTION 3.8. SPECIAL MEETINGS. Special meetings of the board of directors may be called by the chairman of the board or the president. Special meetings shall be called by the chairman of the board or the president in manner as set forth in Section 3.9 of Articles III hereof on the written request of one-third of the directors comprising the board stating the purpose or purposes for which the meeting is requested. Notice of any meeting of the board of directors for which a notice is required may be waived in writing signed by the person or persons entitled to such notice, whether before or after the time of such meeting, and such waiver shall be equivalent to the giving of such notice. Attendance of a director at any such meeting shall constitute a waiver of notice thereof, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because such meeting is not lawfully convened.

SECTION 3.9. NOTICE OF MEETINGS. Except as otherwise provided herein, notice of each meeting of the board of directors shall be given which shall state the date, time and place of the meeting. The written notice of any meeting shall be given at least twenty-four hours in advance of the meeting to each director. Notice may be given either personally or by mail, telephone, telegram, telefax or telegram and shall be deemed to have been given when deposited in the United States mail, delivered to the telegraph company or transmitted by telex or facsimile, as the case may be. Neither the business to be transacted at nor the purpose of any meeting of the Board of Directors for which a notice is required need be specified in the notice, or waiver of notice, of such regular or special meeting.

SECTION 3.10. QUORUM. At all meetings of the board of directors a majority of the then duly elected directors shall

10

constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

SECTION 3.11. ACTION WITHOUT A MEETING. Unless otherwise restricted by the Certificate of Incorporation or these by-laws any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the board or committee.

Section 3.12. TELEPHONIC MEETINGS. Unless otherwise restricted by the Certificate of Incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

COMMITTEES OF DIRECTORS

SECTION 3.13. GENERAL. The board of directors may, by resolution or resolutions passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent provided in the resolution of the board of directors, or in these by-laws, shall have and

11

may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution, these by-laws, or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

SECTION 3.14. MEETINGS. Each committee shall keep regular minutes of its meetings, report the same to the board of directors, and shall file such minutes and all written consents executed by its members with the secretary of the corporation. Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings; a majority of the members shall constitute a quorum unless the committee shall consist of one or two members, in which event one member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of such committee. Members of any committee of the board of the directors may participate in any meeting of such committee by means of conference telephone or similar communications equipment by means of which all persons participating may hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

COMPENSATION OF DIRECTORS

SECTION 3.15. GENERAL. Unless otherwise restricted by the Certificate of Incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, for attendance at each meeting of the board of directors. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like

12

compensation for attending committee meetings.

ARTICLE IV
NOTICES

SECTION 4.1. GENERAL. Whenever, under the provisions of the DGCL or of the Certificate of Incorporation or of these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by courier or mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited with such courier or in the United States mail. Notice to directors may also be given by telegram or facsimile.

SECTION 4.2. WAIVER. Whenever any notice is required to be given under the provisions of the statute or of the Certificate of Incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V
OFFICERS

SECTION 5.1. ELECTION OF OFFICERS. The officers of the corporation shall be chosen by the board of directors and shall be a chairman of the board, a president, a vice president, a secretary and a treasurer. The board of directors may also choose additional vice presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these by-laws otherwise provide. The salaries of all officers of the corporation shall be fixed by the board of directors.

SECTION 5.2. RESIGNATION REMOVAL AND VACANCIES. Except as otherwise provided by the board of directors when electing any officer, each officer of the corporation shall hold office until the first meeting of the board of directors after the annual meeting of stockholders next succeeding his election, or until his successor is elected and qualified. Any officer may resign at any time upon written notice to the corporation directed to the board of directors and the secretary. Such resignation shall be necessary to make it effective. The board of directors may remove any officer or agent with or without cause at any time by the affirmative vote of a majority of the board of directors. Any

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such removal shall be without prejudice to the contractual rights of such officer or agent, if any, with the corporation, but the election of an officer or agent shall not of itself create any contractual rights. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the board of directors.

SECTION 5.3. CHAIRMAN OF THE BOARD. The chairman of the board of directors shall preside at all meetings of stockholders and the board of directors and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

SECTION 5.4. PRESIDENT. The president shall be the chief executive officer of the corporation and in the absence of the chairman of the board or in the event of his inability or refusal to act, shall preside at all meetings of the stockholders and the board of directors. He shall have general and active management of the business of the corporation and shall see to it that all orders and resolutions of the board of directors are performed and carried into effect. He shall direct the activities of the other officers in the execution of those duties not specifically associated with their office.

SECTION 5.5. VICE PRESIDENT. In the absence of the president or in the event of his inability or refusal to act, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

SECTION 5.6. SECRETARY. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation, if any, and he, or an assistant secretary, shall have authority to affix the same

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to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

SECTION 5.7. ASSISTANT SECRETARY. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

SECTION 5.8. TREASURER. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuables in the name and to the credit of the corporation in such depositaries as may be designated by the board of directors. The treasurer shall have exclusive authority to open bank accounts or otherwise transact the financial business of the corporation; provided, however, that the president shall have complete access to the financial records of the corporation and shall be provided unaudited quarterly financial statements of the corporation. The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements and shall render to the president and the board of directors at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. If required by the board of directors, the treasurer shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

SECTION 5.9. ASSISTANT TREASURER. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the treasurer or in the event of his inability

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or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

SECTION 5.10. OTHER OFFICERS. Such other officers as the board of directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the board of directors. The board of directors may delegate to any other officer of the corporation the power to choose such other officers and to prescribe their respective duties and powers.

SECTION 5.11. DUTIES OF OFFICERS. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the corporation may be executed in the name of and on behalf of the corporation by the president or any vice president and any such officer may in the name of and on behalf of the corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at a meeting of security holders of any corporation in which the corporation may own securities and at any such meeting shall possess and may exercise any and all rights and powers incident to the ownership of such securities and which, as the owner thereof, the corporation might have exercised and possessed if present. The board of directors may by resolution, from time to time, confer like powers upon any other person or persons.

ARTICLE VI
CERTIFICATES OF STOCK

SECTION 6.1. GENERAL. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the chairman of the board or the president or a vice president, and the treasurer or an assistant treasurer, or the secretary or an assistant secretary, of the corporation, certifying the number of shares owned by him in the corporation.

Certificates may be issued for partly paid shares and in such case upon the face or back of the certificates issued to represent any such partly paid shares, the total amount of the consideration to be paid there for, and the amount paid thereon shall be specified.

If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating,

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optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class or series of stock; provided that, except as otherwise provided in section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so request the powers, designations, preferences and relative, participating, optional or other special rights of each class or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

SECTION 6.2. SIGNATURE. Any of or all the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

SECTION 6.3. LOST CERTIFICATES. The board of directors may direct a new certificate or certificates to be issued in the place of any certificate or certificates theretofore issued by the corporation, alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representatives, to advertise the same in such manner as it shall require and/or to give the corporation a bond, in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

SECTION 6.4. TRANSFER OF STOCK. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books; provided, however, that

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such duty shall be subject to Federal and state securities and other applicable laws, the Certificate of Incorporation, and any legends and stop transfer instructions with respect to such old certificate.

SECTION 6.5. REGISTERED STOCKHOLDERS. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII
CONFLICTS OF INTEREST

SECTION 7.1. GENERAL. No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his votes are counted for such purpose, if:

(l) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the stockholders.

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SECTION 7.2. QUORUM OF DIRECTORS. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.

ARTICLE VIII
INDEMNIFICATION OF DIRECTORS AND OFFICERS

SECTION 8.1. POWER TO INDEMNIFY IN ACTIONS. SUITS OR PROCEEDINGS OTHER THAN THOSE BY OR IN THE RIGHT OF THE CORPORATION. Any person who was or is a party or is threatened to made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that he is or was a director, officer, incorporator, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprises, shall be indemnified by the corporation against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

SECTION 8.2. POWER TO INDEMNIFY IN ACTIONS SUITS OR PROCEEDINGS BY OR IN THE RIGHT OF THE CORPORATION. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, incorporator, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually

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and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of Delaware or the Court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of Delaware, or such other court shall deem proper.

SECTION 8.3. INDEMNIFICATION AGAINST EXPENSES. To the extent that a director, officer, incorporator, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 8.1 and 8.2 hereof, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith.

SECTION 8.4. AUTHORIZATION OF INDEMNIFICATION. Any indemnification pursuant to Sections 8.1 and 8.2 of Article VIII (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, incorporator, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 8.1 and 8.2 of Article
VIII. Such determination shall be made by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or if such a quorum is not obtainable (or, even if obtainable a quorum of disinterested directors so directs) by independent legal counsel in written opinion, or by the stockholders.

SECTION 8.5. EXPENSES PAYABLE IN ADVANCE. Expenses (including attorney's fees) incurred by a director, officer, incorporator, employee or agent in defending a civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this Article VIII.

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SECTION 8.6. NON-EXCLUSIVITY OR INDEMNIFICATION AND ADVANCEMENT OF EXPENSES. The indemnification and advancement of expenses provided by this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, incorporator, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

SECTION 8.7. INSURANCE. The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, incorporator, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article VIII.

SECTION 8.8. DEFINITIONS. For the purpose of this Article VIII, all words and phrases used herein shall have the meanings ascribed to them under
Section 145 of the General Corporation Law of the State of Delaware.

ARTICLE IX
GENERAL PROVISIONS

SECTION 9.1. DIVIDENDS. Dividends upon the stock of the corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to the DGCL. Dividends may be paid in cash, in property, or in shares of the stock, subject to the provisions of the Certificate of Incorporation.

SECTION 9.2. PAYMENT OF DIVIDENDS. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the

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directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

SECTION 9.3. CHECKS. All checks or demands for money and notes of the corporation shall be signed by such officer or officers, person or persons as the board of directors may from time to time designate.

SECTION 9.4. FISCAL YEAR. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SECTION 9.5. SEAL. The corporate seal shall have inscribed thereon the name of the corporation and the words "CORPORATE SEAL DELAWARE". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE X
AMENDMENTS

SECTION 10. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the Certificate of Incorporation, at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or board of directors if notice of the such alteration, amendment, repeal or adoption of new by-laws is contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the Certificate of Incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws.

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Exhibit 10.25

ATTACHMENT I
AMENDED AND RESTATED AGREEMENT

Recitals

This amended and Restated Agreement is effective as of the 1ST day of January 2000, by and between Walter Kidde Portable Equipment, Inc., a Delaware corporation (successor by merger to Nighthawk Systems, Incorporated, a Colorado corporation), whose principal place of business at 1394 South Third Street, Mebane, North Carolina 27302 ("Kidde"), and SigmaTron International, Inc., a Delaware corporation, whose principal place of business is at 2201 Landmeier Road, Elk Grove Village, Illinois 60007 ("SigmaTron").

WHEREAS, Kidde is a designer, manufacturer and seller of proprietary devices that detect indoor levels of carbon monoxide gas; and

WHEREAS, SigmaTron is an independent contract manufacturer of electronic components, printed circuit board assemblies and turnkey electronic products; and

WHEREAS, Kidde and SigmaTron are parties to an Amended and Restated Agreement effective as of November 15, 1996 (The "1996 Agreement"); and

WHEREAS, Kidde and SigmaTron wish to amend and restate the 1996 Agreement in its entirety to provide the following terms and conditions of their business arrangement.

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements hereinafter set forth, the sufficiency of which is hereby acknowledged, Kidde and SigmaTron agree to amend and restate the 1996 Agreement in its entirety as follows:

1. DEFINITION OF CO DETECTORS; TERM OF AGREEMENT;

(a) This Amended and Restated Agreement provides for the manufacture and assembly by SigmaTron of the models of devices that detect indoor levels of carbon monoxide gas set forth on Exhibit A to this Agreement and all comparable or replacement models now and hereafter designed, manufactured or sold by Kidde (all such models and products shall be referred to collectively as "CO DETECTOR" and singly as a "CO DETECTOR"). A comparable or replacement model is defined as a CO detector that utilizes similar sensing technology, assembly equipment and tooling to manufacture as the models listed on EXHIBIT A. Kidde shall amend EXHIBIT A as comparable and replacement models are released and obsolete models discontinued.

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(b) This Agreement, shall have a term expiring January 1, 2002, or after the production of 3 million finished CO detectors, commencing on the effective date of the contract, whichever comes first; provided that this Agreement shall automatically renew for successive terms of one (1) year each, unless either party provides the other with written notice of its election not to renew, not less than 120 days prior to the expiration of the then current term. (The initial term and any renewal term(s) shall be collectively referred to as the "TERM".)

2. PURCHASE AND DELIVERY OF CO DETECTORS:

(a) Kidde Safety shall issue to SigmaTron a firm commitment monthly schedule ("FIRM ORDER PERIOD") no later than TWO week(S) prior to the start of the production month based on the Kidde Master Production Schedule (MPS). In addition to this firm monthly schedule, Kidde will provide SigmaTron with a monthly rolling three-month forecast ("FORECAST") to support SigmaTron's procurement of long lead-time material items. Upon SigmaTron's receipt and approval of MPS, SigmaTron agrees to manufacture and Deliver and Kidde shall be obligated to accept Delivery and pay the Price (as defined in Section 5) for the CO Detectors to be Delivered during the Firm Order Period. In turn SigmaTron agrees to load into their MRP system and pursue commitments on all parts, components and packaging as required to fulfill the Kidde requirements. Schedule adjustments will be submitted and discussed by Kidde and SigmaTron as product demand changes and materials issues arise. IF KIDDE DIRECTS SIGMATRON TO PUSH OUT THE PRODUCTION SCHEDULED DURING THE "FIRM ORDER PERIOD" FOR MORE THAN TWO (2) MONTHS, DUE TO REASONS NOT CAUSED BY SIGMATRON, KIDDE WILL REIMBURSE SIGMATRON AT THE RATE OF 1% PER MONTH OF THE MATERIAL COST OF THE RAW COMPONENTS IN STOCK FOR STOCK QUANTITIES EQUAL TO VOLUME OF THE DELAYED UNITS AND IN EXCESS OF AGREED SAFETY STOCK LEVELS.

(b) Delivery shall be deemed to occur upon the delivery by SigmaTron to Kidde's designated common carrier of finished CO Detectors packaged for sale to the ultimate user, F.O.B. SigmaTron's Del Rio, Texas warehouse. ("Delivery"). Kidde will provide shipping instructions to SigmaTron in advance. Except for Deliveries either made to satisfy Kidde's obligations described in the last sentence of Section 2(a) or otherwise directed by Kidde, SigmaTron will ship in full truck quantities only.

(c) All Kidde owned machinery and equipment, tooling, test chambers and fixtures to be utilized in SigmaTron's manufacture and assembly of CO Detectors (the "KIDDE EQUIPMENT") shall be delivered to Del Rio, Texas by Kidde at Kidde's expense. Where

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practicable, Kidde will conspicuously mark each item of Kidde Equipment prior to delivery to SigmaTron with the following statement; "This equipment is owned by Kidde." SigmaTron agrees it shall not remove, modify or cover any such statement. Kidde shall be responsible to insure the Kidde Equipment against property damage in an amount not less than the replacement cost thereof, which insurance shall comply with the terms of the second and third sentences of Section 12 hereof. Said insurance shall cover the Kidde Equipment whether located in the United States or Mexico and whether located at the facilities of SigmaTron or a third party, such as an approved vendor. All non-recurring charges for tooling, testing and agency certification shall be paid for by Kidde.

3. EXCLUSIVITY:

(a) Subject to Sections 3(b), 3(c) and 17(k) below, Kidde shall purchase from SigmaTron all of Kidde's requirements for CO Detectors for resale in North America.

(b) If at any time during the Term, Kidde's anticipated demand for any month during the Firm Order Period or the Forecast Period is greater than 300,000 CO Detectors, or if Kidde's proposed aggregate purchases for the Firm Order Period and Forecast Period (taken together) is greater than 1,200,000 CO Detectors, Kidde may request that SigmaTron provide assurances that it has the capacity to meet Kidde's requirements. If SigmaTron's assurances to Kidde do not satisfy Kidde in Kidde's reasonable discretion that SigmaTron has the capacity to meet Kidde's requirements, Kidde may obtain a second supplier to provide to Kidde CO Detectors to meet the excess demand only for the period of such excess demand.

(c) Kidde's obligation to purchase CO Detectors from SigmaTron shall not apply to indoor carbon monoxide gas detectors manufactured by a third party that is owned or acquired by Kidde or Williams PLC during the Term. (d) SigmaTron will manufacture CO detector exclusively for Kidde.

4. STORAGE AND RISK OF LOSS:

SigmaTron shall store all CO Detectors in its Del Rio, Texas warehouse. The risk of loss for CO Detectors shall be the responsibility of SigmaTron until Delivery to Kidde's carrier has been completed. SigmaTron agrees to provide security for the CO Detectors stored in its Del Rio, Texas warehouse consistent with SigmaTron's past practices.

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5. PRICE; PAYMENT:

(a) Kidde agrees to pay Sigmaton for each CO Detector Delivered to Kidde hereunder a purchase price ("PRICE") determined in accordance with a separate agreement (the "Side Agreement") dated January 1, 2000; the terms of which have been agreed upon between the parties.

(b) Prices in the Side Agreement are quoted in U.S. dollars F.O.B. SigmaTron's warehouse Del Rio, Texas.

(c) Prices are quoted on the basis that any taxes arising under the federal, state or local laws of Mexico relating to SigmaTron's manufacture of CO Detectors in Mexico and any customs duties relating to the transfer of property from Mexico to the United States are the responsibility of SigmaTron and that all other property, sales, use or other taxes assessed on the manufacture, storage or sale of CO Detectors are the responsibility of Kidde; provided, however, that SigmaTron is responsible for taxes assessed on its manufacturing operation in Mexico. The party responsible for any such duties or taxes shall cause to be filed all returns and reports required in connection with such duties or taxes and shall indemnify and hold the other party harmless with respect to such duties or taxes, as the case may be.

(d) Payment shall be received by SigmaTron on or before 60 days after the date of SigmaTron's delivery of invoices with detailed cost support documentation to Kidde. SigmaTron shall issue invoices daily as CO Detectors are shipped to Kidde designated location. Kidde will not be required to pay invoices in 60 days if it has not received cost support documentation from SigmaTron within 30 days of invoice. KIDDE AGREES TO PAY A 1% PER MONTH PENALTY ON ALL INVOICES NOT PAID WITHIN 60 DAYS, ASSUMING THAT SIGMATRON HAS MET ALL INVOICE DOCUMENTATION REQUIREMENTS. THE 1% PENALTY SHALL NOT APPLY TO SPECIFIC INVOICE PAYMENT TERMS THAT MAY BE AGREED TO SEPARATELY BY KIDDE AND SIGMATRON.

6. CHANGE NOTICES; OBSOLETE INVENTORY;

(a) Kidde may request changes of the models or to specifications for CO Detectors by delivering to SigmaTron a change notice ("Change Notice") describing the changes and the proposed effective date of such changes. Any increase or decrease in the

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Bill of Material Cost of, or direct labor time required for, implementation of the changes shall be reflected in the Price for the affected CO Detectors set in accordance with the formula set forth in the Side Agreement. Kidde shall issue any Change Notice that may be required as a result of a change in Exhibit A.

(b) Implementation of a Change Notice may create obsolete or surplus inventory of CO Detectors, components, materials or supplies, whether in stock (including Safety Stock, as defined in Section 10), subject to orders not cancelable by SigmaTron without penalty, or not otherwise useable by SigmaTron in the ordinary course of business (all such inventory of CO Detectors, components, materials or supplies shall be referred to as "Obsolete Inventory"). Kidde shall purchase from SigmaTron:

(i) all Obsolete Inventory to the extent that it would have been used by SigmaTron to fill orders to be Delivered for the current month and during the Firm Order Period beginning as of the first day of the month following the effective date of the Change Notice;

(ii) all Obsolete Inventory for orders beyond the Firm Order Period that were purchased by SigmaTron with Kidde's written approval and

(iii) all Safety Stock that becomes Obsolete Inventory.

(c) Kidde shall purchase Obsolete Inventory from SigmaTron as follows:

(i) Kidde shall pay SigmaTron the Price for:

(a) all finished CO Detectors scheduled to be Delivered for the current month and during the first two months of the Firm Order Period beginning as of the first day of the month following the effective date of the Change Notice; and

(b) all finished CO Detectors held as Safety Stock.

(ii) Kidde shall pay SigmaTron 108% of the current Bill of Material Cost for:

(a) a maximum of 110% of all finished CO Detectors scheduled to be Delivered during the third month of said Firm Order Period;

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(b) all raw material CO Detector kits held as Safety Stock; and

(c) all Obsolete Inventory for orders beyond the Firm Order Period purchased with Kidde's written approval.

(d) SigmaTron shall invoice Kidde for Obsolete Inventory within 15 days after notification to Kidde of its exposure or as soon thereafter as is practicable.

7. APPROVED VENDOR LIST:

(a) SigmaTron shall procure all components, materials and supplies necessary for the assembly and manufacture of CO Detectors from such third parties as have been approved in advance by Kidde as described in Kidde's approved vendor list ("AVL"). SigmaTron will not procure any components, materials or supplies for any model of CO Detector prior to receiving Kidde's final bill of material, include AVL, for that model. Kidde may change the AVL in its sole discretion and such changes shall be effective as directed by Kidde. SigmaTron and Kidde agree that any such changes that result in a change of model or specification shall be treated as a Change Notice in accordance with Section 6.

(b) SigmaTron shall not substitute any component, material or supply without Kidde's prior written consent, which consent may be withheld in the exercise of Kidde's sole discretion. Should SigmaTron become aware of opportunities for the realization of savings in component costs or direct labor costs, SigmaTron shall inform Kidde in writing. Kidde shall conduct such investigation as it may desire and shall decide, in the exercise of its sole discretion, whether or not to proceeded so as to take advantage of the suggestion. Any cost savings realized because of changes initially suggested to Kidde by SigmaTron shall be shared by Kidde and SigmaTron on a 50/50 basis for the first 12 months after the commencement of the costs savings realization. Thereafter, the benefit of all such cost savings shall be enjoyed by Kidde solely.

(c) Kidde may inspect SigmaTron's accounting and purchasing records related to SigmaTron's purchase of components, materials and supplies necessary for the assembly and manufacture of CO Detectors, during SigmaTron's regular business hours, at SigmaTron's Elk Grove Village offices, upon two (2) business days notice to SigmaTron. All such records are SigmaTron's Confidential Information subject to all provisions of
Section 11 of this Agreement.

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8. ACCEPTANCE, TESTING AND REJECTION:

(a) The basic acceptance criteria shall be conformance to the drawings, specifications and test criteria specified by Kidde.

(b) SigmaTron shall conduct all quality assurance, burn-in and tests required by Kidde for each CO Detector and conform each CO Detector to requirements of Underwriter's Laboratories ("UL") or other approval authority as specified by Kidde. All tests shall be conducted by SigmaTron at its plant that has been dedicated to the final assembly and testing of CO Detectors. SigmaTron further agrees that said plant and its warehouse in Del Rio, Texas should be available for inspection by Kidde and UL as desired. Such inspections shall be conducted only during regular business hours and subject to compliance with SigmaTron's reasonable security requirements.

(c) Kidde may reject lots of CO Detectors based on its reasonable quality control methods of testing individual units. In the event of such rejection, SigmaTron shall be responsible for the freight cost for shipping the rejected units back to SigmaTron and for the cost of retesting any lots so rejected.

(d) SigmaTron agrees that its Mexican manufacturing operations will at all times maintain its ISO 9002 certification.

9. WARRANTY:

(a) The parties acknowledge that Kidde is solely responsible for the design and specifications of CO Detectors. SigmaTron warrants to Kidde that each CO Detector has been subjected to and passed all tests defined in Section 8 (b), and will function in accordance with drawings, specifications and test criteria when delivered. SigmaTron further warrants to Kidde that each CO Detector will be free from defects in workmanship for a period of five years from the date of manufacture. SigmaTron will stamp a manufacture date code on each CO Detector in order to create a reference date for such purpose. SigmaTron does not warrant the functionality of the design or specifications of any CO Detectors and does not warrant any components, materials or supplies against defects unless the defects are readily discoverable upon inspection and Kidde required tests. These warranties shall not apply and SigmaTron is not responsible for defects in any CO Detector that has been subject to improper handling, misuse, accident, negligence, exposure to casualty or the elements, has been

7

operated in excess of conditions specified for the CO Detector or has been altered or repaired in an unauthorized manner. These warranties are not assignable by Kidde.

(b) The parties agree that Kidde shall be solely responsible for any warranty service of CO Detectors. To the extent that a CO Detector is returned to Kidde by its customer because it is defective and the defect resulted from a breach by SigmaTron of its warranty as set forth in Section 9 (a) above or SigmaTron's failure to use components, materials or supplies from the AVL, Kidde shall be credited with the full Price paid to SigmaTron for the defective CO Detector plus Kidde's reasonable out-of-pocket costs associated with the return and handling of the defective CO Detector not to exceed $3.00 per returned CO Detector. A CO Detector shall not be considered defective for purposes of this credit unless Kidde has returned it to SigmaTron for inspection and verification. No defective CO Detector so returned to SigmaTron shall be resold to Kidde as a new unit.

(c) Unless the claim is primarily attributable to SigmaTron within the meaning of the following sentence, Kidde shall indemnify and hold SigmaTron harmless from any losses, claims (including product liability claims) and costs, including court costs and attorney's fees, which arise from claims of third parties based upon the use, sale, design, specifications, or operation of CO Detectors supplied to Kidde. SigmaTron shall indemnify and hold harmless Kidde from any losses, claims, liabilities and costs, including court cost and attorney's fees, which arise from claims of third parties which are primarily attributable to SigmaTron, namely arising out of a breach by SigmaTron of its warranty as set forth in
Section 9(a) above or a failure by SigmaTron to use components, materials or supplies from the AVL. The foregoing indemnities shall be limited to $5,000,000 per claim. In the event a third party proceeds against both SigmaTron and Kidde in an action that may result in indemnification rights under either of the first two sentences of this Section 9(c), each of SigmaTron and Kidde shall defend itself in that action and cooperate in the defense to the fullest extent possible without adversely affecting its interests, and SigmaTron and Kidde agree not to assert cross-claims in the resulting arbitration, mediation or litigation. The preceding sentence shall not be construed as a waiver of the right to assert any claim against the other in a different action. If Kidde and SigmaTron cannot agree as to which indemnification applies, that question shall be resolved by arbitration pursuant to Section 17 (h).

(d) NOTWITHSTANDING SECTION 13(f) BELOW, KIDDE'S REMEDIES UNDER SECTION 9(b) FOR SIGMATRON'S

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BREACH OF WARRANTY ARE EXCLUSIVE OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED, AND SIGMATRON HEREBY SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF ANY TYPE, INCLUDING WITHOUT LIMITATION THE WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE.

10. SAFETY STOCK;

(a) In recognition of the potential for unexpected fluctuations in Kidde's customer's demands for CO Detectors, when requested in writing by Kidde to do so, SigmaTron agrees to keep in its Del Rio, Texas, warehouse an inventory equal to 20,000 units of finished CO Detectors and 30,000 complete raw material CO Detector kits (collectively, "SAFETY STOCK"). Prior to Delivery, the Safety Stock shall be owned by SigmaTron. SigmaTron shall bear the risk of loss with respect to Safety Stock prior to Delivery. Kidde may request delivery of Safety Stock as follows:

(i) finished CO Detectors may be requested at any time with no lead time constraints. SigmaTron shall Deliver the requested CO Detectors within 48 hours after SigmaTron's receipt of Kidde's request;

(ii) finished CO Detectors assembled from the raw material kits shall be Delivered by SigmaTron to Kidde within 5 weeks of Kidde's request.

(b) Kidde shall pay SigmaTron the Price for CO Detectors Delivered from Safety Stock.

(c) Any depletion in required levels of Safety Stock shall be replenished by SigmaTron as soon as reasonably possible. Deliveries of CO Detectors from Safety Stock are in addition to Deliveries scheduled for any Firm Order Period.

11. CONFIDENTIALITY:

(a) During the course of their business relationship described in this Agreement, each party may disclose to the other party confidential and proprietary information, including without limitation financial information, (all of such information being referred to herein as "Confidential Information"), the unauthorized disclosure of which may adversely affect the competitive advantage of the disclosing party. Therefore, each of Kidde and SigmaTron hereby agrees that it shall maintain the Confidential Information of the other party in strictest confidence and use such Confidential Information only to

9

fulfill its obligations to the other party under this Agreement or as otherwise permitted under this Agreement and shall not disclose Confidential Information to any third party without the prior written consent of the owner; provided however, that either party may disclose Confidential Information of the other to lenders, accountants, counsel, and other third parties with a duty of confidentiality to the disclosing party, as long as such disclosing party take reasonable efforts to require such third parties to keep such information confidential. Upon the termination of this Agreement, each party shall return or destroy any Confidential Information received from the other party upon request.

(b) Confidential Information does not include matters:

(i) which are or become generally known to the public;

(ii) independently developed by the recipient (provided that the recipient has not used the Confidential Information of the disclosing party);

(iii) independently developed by a third party without breach of a confidentiality obligation to the disclosing party; or

(iv) required to be disclosed pursuant to order of court or other governmental authority so long as the party being required to make the disclosure gives prompt notice thereof to the other party prior to such disclosure (if possible).

(c) Each party acknowledges that a breach or threatened breach of its obligations hereunder may cause irreparable damage to the other party not adequately compensated by monetary damages. Therefore, each party agrees that the non-breaching party shall have the right to obtain, without the necessity of bond, equitable remedies including without limitation specific performance and injunctive relief, upon application.

(d) SigmaTron's Confidential Information may constitute material non-public information which may be important to an investor in making a decision to purchase or sell securities in SigmaTron. Until such time as Confidential Information is made public, Kidde agrees not to utilize such information in purchasing or selling securities of SigmaTron and to use reasonable efforts not to disclose any portion of such information to a third party who might trade on the Confidential Information or disclose it to others.

(e) The provisions of this Section 11 shall survive the expiration or termination of the Term of this Agreement for five (5) years.

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12. INSURANCE:

Each party agrees that all times during the Term of this Agreement it shall carry property damage and general liability insurance (including without limitation product liability and business liability) coverage in an amount no less that $5,000,000 per occurrence and $5,000,000 overall. Each party shall name the other party as additional insured under such policy and shall deliver to the other party a Certificate of Insurance as proof of such coverage status within ten days of the effective date of this Agreement and within ten days of the renewal date of such insurance coverage. Each policy will also provide that no change or cancellation will be effective without 30 days written notice to such additional insured.

13. DEFAULT AND REMEDIES; TERMINATION:

(a) Either party may declare the other party in default:

(i) if the defaulting party defaults in any payment to the non-defaulting party and such failure continues unremedied for a period of twenty (20) days after the date of receipt by the defaulting party of written notice specifying the default in reasonable detail; or

(ii) if the defaulting party defaults in its performance of any other term or condition of this Agreement, or of any MPS issued pursuant to this Agreement, and such default continues unremedied for a period of thirty
(30) days after the date of receipt by the defaulting party of written notice specifying the default in reasonable detail; or

(iii) if the defaulting party files a petition in bankruptcy, has a petition in bankruptcy filed against it and such petition is not dismissed within 90 days, makes an assignment for the benefit of creditors, suffers foreclosure of all or substantially all of its assets or seeks the appointment of a receiver for all or substantially all of its assets.

(b) In the event of a default hereunder, the non-defaulting party may, by thirty (30) days prior written notice to the defaulting party, terminate this Agreement and all or any of the privileges, permissions and rights granted to the defaulting party hereunder or in connection herewith in whole or in part. The effective date of termination will be the date therefor stated in any termination notice given hereunder, which date will not be before the expiration of any applicable cure period provided for herein. Any

11

such termination will not affect the liability of either party for any breach arising prior to such termination.

(c) Upon the expiration of the Term or in the event of an unremedied event of default by Kidde (and the expiration of any cure periods), SigmaTron ,may exercise any one or more of the following remedies, in addition to any other remedies available to it hereunder:

(i) all inventory, components and materials (including the Safety Stock), either in stock, on order and not cancelable by SigmaTron without penalty, or not useable by SigmaTron in the ordinary course of its business, may be treated by SigmaTron as Obsolete Inventory under Section 6;

(ii) SigmaTron may terminate its obligations to manufacture and assemble CO Detectors exclusively for Kidde;

(iii) SigmaTron may sell to third parties any inventory, components or materials in SigmaTron's possession, including without limitation, finished CO Detectors produced on or before the date SigmaTron declares Kidde in default and Safety Stock (as finished goods or in the form then retained by SigmaTron), free of claim by Kidde and on any terms and conditions (including without limitation price) determined by SigmaTron; or

(iv) SigmaTron shall be entitled to hold shipments of CO Detectors required to be Delivered to Kidde until SigmaTron receives full payment therefore.

(d) Upon expiration of the Term or in the event of an unremedied event of default by SigmaTron (and the expiration of any cure periods), SigmaTron will complete all work in process and then make available for removal by Kidde all Kidde equipment, all such Kidde Equipment to be in good condition and repair, ordinary wear and tear accepted and free of all liens and encumbrances created by or due to SigmaTron.

(e) Except as provided in Section 9 above, the remedies provided for in this Agreement are not exclusive and shall be in addition to any other remedies available to the non-defaulting party, at law or in equity.

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14. ASSIGNMENTS; CHANGE OF CONTROL

(a) Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent may be withheld in the sole discretion of such party.

(b) In the event that all or substantially all of Kidde's assets or a change in control of Kidde is to be effected by a merger, consolidation, reorganization, or a sale of capital stock of Kidde, Kidde shall give notice to SigmaTron of such pending event so that SigmaTron may attempt to enter into a requirements contract similar to this Agreement with the third party acquirer, to become effective upon the consummation of the sale. If SigmaTron is not able to execute a mutually acceptable agreement with the third party, the terms of this Agreement shall bind said third party, at SigmaTron's option, for a period of 12 months after consummation of the sale or the remainder of the term, whichever is the first to expire. SigmaTron will exercise its option, if at all, by giving written notice to Kidde not later than 30 days after the occurrence of a meeting among Kidde, SigmaTron and the third party commencing the negotiation of such an agreement. SigmaTron agrees to make its representative available for such meeting upon three days' prior written notice.

(c) In the event that all or substantially all of SigmaTron's assets or a change in control of SigmaTron is to be effected by a merger, consolidation, reorganization, or a sale of capital stock of SigmaTron, SigmaTron shall give notice to Kidde of such pending event. Upon occurrence of such pending event, Kidde may at its option terminate this Agreement upon 30 days written notice.

15. PROJECT MANAGERS:

Each party shall appoint an individual to act as its project manager for this Agreement. Each project manager shall be primarily responsible for technical and service liaison with the other party for all elements of this business relationship. Initially, Kidde appoints Robert J. Strople as its project manager and SigmaTron appoints Gary R. Fairhead as its project manager. Each party shall have the right to change its project manager at any time by written notice sent to the other party.

16. PROPRIETARY RIGHTS:

(a) The parties acknowledge that the design and specifications of CO Detectors, the know-how associated with the components of CO Detectors and all of Kidde customer lists are proprietary to Kidde. Nothing in this Agreement shall be construed as granting to

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SigmaTron or conferring on SigmaTron any rights by license or otherwise to Kidde patents, trademarks, copyrights or other proprietary rights except as necessary for SigmaTron to perform its obligations under this Agreement or exercise its right to sell finished CO Detectors under Section 13(c) of this Agreement.

(b) (i) Kidde shall, at its own expense, defend, indemnify and hold SigmaTron harmless from any loss, liability or expense (including court costs and attorney's fees) resulting from any actual or alleged infringement or other violation of any patent, trademark, copyright or other proprietary right of any third party to the extent that such infringement is based on SigmaTron's production for Kidde of CO Detectors in accordance with specifications provided by Kidde to SigmaTron under this Agreement.

(ii) If Kidde is not able to procure from the person or persons claiming infringement the right for SigmaTron to continue production of the affected CO Detectors on such terms as are mutually acceptable by the parties, Kidde shall purchase from SigmaTron each of the following that results from the inability of SigmaTron to use the infringing goods (all such inventory of CO Detectors, components, materials or supplies, whether in stock (including Safety Stock), subject to orders not cancelable by SigmaTron without penalty, or not otherwise useable by SigmaTron in the ordinary course of its business is herein called "Infringing Obsolete Inventory"):

(a) all Infringing Obsolete Inventory to the extent that it would have been used by SigmaTron to fill orders to be Delivered for the current month and during the Firm Order Period beginning as of the first day of the month following the date on which SigmaTron was required to cease production of the infringing product;

(b) all Infringing Obsolete Inventory for orders beyond the Firm Order Period that were purchased by SigmaTron with Kidde's written approval; and

(c) all Safety Stock that becomes Infringing Obsolete Inventory.

(iii) Kidde shall purchase Infringing Obsolete Inventory from SigmaTron as follows:

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(a) Kidde shall pay SigmaTron the Price for:

1. all finished CO Detectors scheduled to be Delivered for the current month and during the first two months of the Firm Order Period beginning as of the first day of the month following the date on which SigmaTron was required to cease production of the infringing product; and

2. all finished CO Detectors held as Safety Stock.

(b) Kidde shall pay SigmaTron 108% of the current Bill of Materials Cost for:

1. 110% of all finished CO Detectors scheduled to be Delivered during the third month of said Firm Order Period;

2. all raw material CO Detector kits held as Safety Stock; and

3. all Infringing Obsolete Inventory for orders beyond the Firm Order Period purchased with Kidde's written approval.

(iv) SigmaTron shall invoice Kidde for Infringing Obsolete Inventory within 15 days after notification to Kidde of its exposure or as soon thereafter as practicable.

(c) Kidde represents to SigmaTron that Kidde has received no notice of any claim and is aware of no threatened claim that any CO Detector infringes or violates any patent, trademark, copyright or other proprietary right of any third party. Kidde agrees that they shall immediately notify SigmaTron when Kidde has knowledge that such claim or threatened claim has been asserted with respect to any CO Detector manufactured by SigmaTron.

17. MISCELLANEOUS:

(a) Effect of Headings: The headings contained in this Agreement are to facilitate reference only, do not form a part of this Agreement and shall not in any way affect the construction of interpretation hereof.

(b) Non-waiver: The failure of either party to enforce or exercise any provision, right or option under this Agreement shall not prejudice

15

any other right which that party may otherwise have under this Agreement, at law or in equity.

(c) Notices: Any notice, request, instruction, invoice or other document required or permitted to be given hereunder shall be in writing and addressed as follows (or to such different address as has been set forth in a notice to the other party):

SigmaTron International, Inc. 2201 Landmeier Road Elk Grove Village, IL 60007 Facsimile: 847/956-8082 Attn: Gary R. Fairhead, President

With a copy to:

Henry J. Underwood, Jr.

Defrees & Fiske
200 South Michigan Avenue
Suite 1100
Chicago, IL 60604
Facsimile: 312/939-5617

Robert J. Strople
Vice President of Global Operations
Walter Kidde Portable Equipment, Inc.
1394 South Third Street
Mebane, NC 27302
Facsimile: 919/563-4582

With a copy to:

Mark Adcock
Moore & Van Allen, PLLC
Bank of America Corporate Center
100 North Tryon Street, Floor 47
Charlotte, NC 28202
Facsimile: 704/331-1159

Notices so given shall be deemed delivered one business day after machine confirmation of facsimile transmission if sent via facsimile, or on the next business day if sent via recognized overnight courier, all fees prepaid.

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(d) Release of Publicity: Neither party shall, without first securing the written consent of the other party hereto, advertise or release any publicity regarding the existence of this Agreement or its contents. As a public company, SigmaTron is required to give notice to the public of all of its material agreements and any changes thereto. Kidde acknowledges that this Agreement is material to SigmaTron and consents to the issuance of a press release announcing the execution of this Agreement. In addition, if SigmaTron is required by applicable regulatory requirements to announce publicly other aspects of its business relationship with Kidde or this Agreement, Kidde shall respond reasonably and promptly to SigmaTron's requests for approval of the content of announcements.

(e) Applicable Law: This Agreement and all matters connected with the performance hereof shall be construed, interpreted, applied, and governed in all respects according to the laws of the State of North Carolina notwithstanding any conflicts of law rules that may provide otherwise.

(f) Modification of Agreement: This Agreement, the Guaranty and the Side Agreement set forth the entire understanding and agreement between the parties on the subject matter hereof and merges and supersedes all previous communications, negotiations, warranties, representations, purchase orders and agreements, either oral or written, with respect to the subject matter hereof, including without limitation the 1996 Agreement, and no addition to or modification of this Agreement shall be binding on either party hereto unless reduced to writing and duly executed by the party to be charged.

(g) Severability: If any term or provision of this Agreement is found to be illegal or unenforceable then, notwithstanding such partial invalidity, the remaining portions of this Agreement shall remain in full force and effect.

(h) Arbitration:

(i) Except as provided in subsection (ii), any dispute, controversy, difference or claim arising out of, relating to or in connection with this Agreement, shall be finally settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect by three arbitrators appointed in accordance with such rules. Each of the arbiters shall be a member of the Bar of the State of North Carolina, actively engaged in the practice of law, or retired judge from the Superior Court, Court of Appeals or Supreme Count of North

17

Carolina. The arbiters shall have power to grant equitable remedies in addition to imposing monetary damages. The arbiters' award shall be final and binding. Judgment upon the award rendered by the arbiters may be entered in any court having jurisdiction thereof. The arbitration shall take place in Charlotte, North Carolina or such other place as the parties may agree. The arbitration shall include (x) a provision that the prevailing party in such arbitration shall recover its costs of the arbitration and reasonable attorney's fees from the other part, and (y) the amount of such costs and fees.

(ii) Notwithstanding subsection, (i) either party, if it believes that it is entitled to injunctive relief file a civil action in any court having jurisdiction seeking injunctive relief. Any claim or demand for monetary damages shall, however, be governed exclusively by the provisions for arbitration set forth in subsection (i).

(i) Independent Contractors: Each of Kidde and SigmaTron will perform its work under this Agreement as an independent contractor and not as an agent or employee of the other. Subject to the terms and conditions of this Agreement, each party shall at its sole discretion, choose the means to be employed and the manner of carrying out its obligations hereunder.

(j) Use of Standard Forms: Either party may use its standard purchase order or invoice forms during their course of their business relationship. However, the preprinted terms and conditions of such form shall not be binding upon the parties, their intention being that the terms and conditions of their business relationship shall be governed by this Agreement.

(k) Force Majeure: Neither party hereto will be liable for any failure to perform any obligation under this Agreement, or for delay in such performance, to the extent such failure to perform or delay is caused by circumstances beyond its reasonable control, including without limitation fire, storm, flood, earthquake, explosion, accident, war, rebellion, insurrection, sabotage, restrictions, labor disputes or shortages, transportation embargoes, delays in transportation, shortages of materials due to circumstances beyond reasonable control, shortages of fuels or power, acts of God, acts of any government or any agency thereof, and judicial action. Any suspension of performance by reason of this Section 17(k) will be limited to the period during which the cause of suspension exists and will apply only to the extent that the party whose performance is affected by such event uses reasonable efforts to minimize the

18

effect of any failure to perform or to minimize the period of any delay. In the event of any such event excusing or delaying the performance of SigmaTron, Kidde shall be permitted to purchase CO Detectors from other sources of supply until thirty (30) days after Kidde's receipt of written notice from SigmaTron that the force majeure event no longer exists.

(l) Non-Compete:

(i) In consideration of Kidde's covenants hereunder and so long as Kidde is not in default hereunder, including without limitation, in default of Kidde's obligation to pay, SigmaTron agrees (and agrees to cause any affiliate of SigmaTron) as follows:

A. during the Term, to manufacture any device that detects indoor levels of carbon monoxide gas exclusively for Kidde;

B. during the Term and for one year after either expiration of this Agreement by its own terms or early termination of this Agreement by Kidde in accordance with the provisions of Section 13(e) hereof, not to produce, manufacture, assemble or sell its own brand of carbon monoxide detector ("SigmaTron Detector");

C. during the Term and for two years after the termination of this Agreement by Kidde as a direct result of an unremedied event of default by SigmaTron hereunder, not to produce, manufacture, assemble or sell a SigmaTron Detector;

D. during the Term and for three months after either the expiration of this Agreement by its own terms or early termination of this Agreement by Kidde in accordance with the provisions of Section 13(e) hereof, not to provide services as a contract manufacturer to any other person or entity for the production, manufacture, assembly or sale of any product that has as its primary purpose the detection of carbon monoxide levels ("Contract Manufacturing Services"); and

E. during the Term and for one year after the termination of this Agreement by Kidde as

19

a direct result of an unremedied event of default by SigmaTron hereunder, not to provide Contract Manufacturing Services.

Notwithstanding the foregoing, SigmaTron shall be immediately released from its obligations under this subsection (i) if SigmaTron terminates this Agreement as a direct result of an unremedied event of default by Kidde.

(ii) Each of SigmaTron and Kidde agrees, for itself and its affiliates, that it will not solicit any employees of the other party or its affiliates for employment for a period of two years following any expiration or termination of this Agreement.

(iii) Each party agrees that the foregoing restrictions shall apply to any activity in any part of the world. Each party acknowledges that the manufacture and distribution of carbon monoxide detectors is a worldwide market and further acknowledges that the geographic scope, functional scope and duration of each of the foregoing restrictions are reasonable. In light of the fact that damages for a breach of any such restrictions might be difficult to ascertain, each party agrees that the non-breaching party shall be entitled to injunctive relief in the event of an unremedied breach by the other party of any of the foregoing restriction, in addition to whatever remedies at law may be available to the non-breaching party in connection with such breach.

(m) Consequential Damages: Neither party shall be liable to the other or any third party for loss of profits, or indirect, special, incidental, or consequential damages.

(n) Right of Set-Off: Each party is entitled to set off against amounts it may owe to the other party amounts owed to it by the other party in connection with this Agreement or any other agreement between them.

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IN WITNESS WHEREOF, the parties have caused this Amended and Restated Agreement to be executed by their respective duly authorized officers effective as of the date first above written.

Walter Kidde Portable Equipment, Inc.      SigmaTron International, Inc.

By: /s/ Robert J. Strople                  By: /s/ Gary R. Fairhead
    --------------------------------           ---------------------------------


Name:  Robert J. Strople                   Name:  Gary R. Fairhead
Title:  Vice President of Global           Title:  President and Chief Executive
        Operations                                 Officer

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11/98                                                              EXHIBIT 10.26

                               EQUIPMENT SCHEDULE
                           (Quasi Lease - Fixed Rate)
                                 SCHEDULE NO. 4
                            DATED THIS APRIL 20, 2000
                            TO MASTER LEASE AGREEMENT
                           DATED AS OF MARCH 27, 1997

LESSOR & MAILING ADDRESS:                          LESSEE & MAILING ADDRESS:
GENERAL ELECTRIC CAPITAL CORPORATION               SIGMATRON INTERNATIONAL, INC.
2400 E. KATELLA AVENUE SUITE 800                   2201 LANDMEIER RD.
ANAHEIM, CA 92806                                  ELK GROVE VILLAGE, IL 60007

This Schedule is executed pursuant to, and incorporates by reference the terms and conditions of, and capitalized terms not defined herein shall have the meanings assigned to them in, the Master Lease Agreement identified above ("AGREEMENT", said Agreement and this Schedule being collectively referred to as "LEASE"). This Schedule, incorporating by reference the Agreement, constitutes a separate instrument of lease.

A. EQUIPMENT: Subject to the terms and conditions of the Lease, Lessor agrees to lease to Lessee the Equipment described below (the "EQUIPMENT").

NUMBER         CAPITALIZED
OF UNITS       LESSOR'S COST        MANUFACTURER                 SERIAL NUMBERS            YEAR/MODEL AND TYPE OF EQUIPMENT
--------       -------------        ------------                 --------------            --------------------------------
1              $120,750.00          Universal Instruments Corp.  PART #: 47557002          VCD Sequencer 8 Base Machine

1                                   Universal Instruments Corp.  PART #: 30816103          Rotary Disc;

1                                   Universal Instruments Corp.  PART #: 47673901          White Non Pass-Through Configuration;

1              $ 16,767.00          Universal Instruments Corp.  PART #: 30816103          Expanded Range Component Verifier

1                                   Universal Instruments Corp.  PART #: 47589306          Insertion Head, Standard Tooling;

1                                   Universal Instruments Corp.  PART #: 47773701          Basic Machine Tool Kit,
                                                                                           Std/5mm/5.5mm;

1              $ 10,350.00          Universal Instruments Corp.  PART #: 47691402          1-40 Station Add-On Modules

40             $ 14,076.00          Universal Instruments Corp.  PART #: 47828101          .200P Refire Dispensing Head

1              $  1,656.00          Universal Instruments Corp.  PART #: C2960500          Basic S.H. Adjustable Workboard

1              $  4,830.00          Universal Instruments Corp.  PART #: 48031101          Jumper Wire System

Equipment immediately listed above is located at: Standard Components de Mexico, Acuna, Mexico

B. FINANCIAL TERMS

1.  Advance Rent (if any): $ 5,504.17.                   6.  Lessee Federal Tax ID No.: 363918470.

2.  Capitalized Lessor's Cost: $ 168,429.00.             7.  Last Delivery Date: May 31, 2000.

3.  Basic Term (No. of Months): 36 Months.               8.  Daily Lease Rate Factor: .10856%.

4.  Basic Term Lease Rate Factor: 3.267945%.             9.  Interest Rate: 10.64% per annum.

5.  Basic Term Commencement Date: May 9, 2000           10.  Option Payment: $ 1.00.

11. First Termination Date: Thirty-six (36) months after the Basic Term Commencement Date.

12. Interim Rent: For the period from and including the Lease Commencement Date to the Basic Term Commencement Date ("INTERIM PERIOD"), Lessee shall pay as rent ("INTERIM RENT") for each unit of Equipment, the product of the Daily Lease Rate Factor times the Capitalized Lessor's Cost of such unit times the number of days in the Interim Period. Interim Rent shall be due on N/A.

13. Basic Term Rent. Commencing on MAY 9, 2000 and on the same day of each month thereafter (each, a "RENT PAYMENT DATE") during the Basic Term, Lessee shall pay as rent ("BASIC TERM RENT") the product of the Basic Term Lease Rate Factor times the Capitalized Lessor's Cost of all Equipment on this Schedule.

14. Lessee agrees and acknowledges that the Capitalized Lessor's Cost of the Equipment as stated on the Schedule is equal to the fair market value of the Equipment on the date hereof.

15. Adjustment to Capitalized Lessor's Cost. Lessee hereby irrevocably authorizes Lessor to adjust the Capitalized Lessor's Cost up or down by no more than ten percent (10%) to account for equipment change orders, equipment returns, invoicing errors and similar matters. Lessee acknowledges and agrees that the Rent shall be adjusted as a result of such change in the Capitalized Lessor's Cost. Lessor shall send Lessee a written notice stating the final Capitalized Lessor's Cost, if different from that disclosed on this Schedule.


C. INTEREST RATE: Interest shall accrue from the Lease Commencement Date through and including the date of termination of the Lease.

D. PROPERTY TAX

APPLICABLE TO EQUIPMENT LOCATED IN ACUNA, MEXICO: Lessee agrees that it will (a) list all such Equipment, (b) report all property taxes assessed against such Equipment and (c) pay all such taxes when due directly to the appropriate taxing authority until Lessor shall otherwise direct in writing. Upon request of Lessor, Lessee shall promptly provide proof of filing and proof of payment to Lessor.

Lessor may notify Lessee (and Lessee agrees to follow such notification) regarding any changes in property tax reporting and payment responsibilities.

E. STIPULATED LOSS AND TERMINATION VALUE TABLE*

                       stipulated
          termination        loss
payment         value       value
 number     % of cost   % of cost
      1       100.638     104.541
      2        98.255     102.077
      3        95.851      99.591
      4        93.424      97.084
      5        90.976      94.554
      6        88.505      92.002
      7        86.012      89.428
      8        83.496      86.831
      9        80.958      84.212
     10        78.396      81.569
     11        75.812      78.904
     12        73.204      76.214
     13        70.572      73.502
     14        67.916      70.765
     15        65.237      68.004
     16        62.533      65.219
     17        59.804      62.410
     18        57.051      59.575
     19        54.273      56.716
     20        51.470      53.832
     21        48.641      50.922
     22        45.787      47.987
     23        42.907      45.026
     24        40.000      42.038
     25        37.068      39.024
     26        34.108      35.984
     27        31.122      32.917
     28        28.109      29.823
     29        25.069      26.701
     30        22.001      23.552
     31        18.905      20.376
     32        15.781      17.171
     33        12.629      13.937
     34         9.449      10.676
     35         6.239       7.385
     36         3.001       4.065

*The Stipulated Loss Value or Termination Value for any unit of Equipment shall be the Capitalized Lessor's Cost of such unit multiplied by the appropriate percentage derived from the above table. In the event that the Lease is for any reason extended, then the last percentage figure shown above shall control throughout any such extended term.

F. MODIFICATIONS AND ADDITIONS FOR THIS SCHEDULE ONLY

For purposes of this Schedule only, the Agreement is amended as follows:

1. LEASE TERM OPTIONS

Lessee hereby irrevocably agrees to purchase the Equipment upon the expiration of the Basic Term. Lessee shall pay the Lessor the purchase price of One dollars ($1.00) in cash for the Equipment, on or before May 8, 2003.

THE EQUIPMENT SHALL BE SOLD TO LESSEE AND POSSESSION MADE AVAILABLE TO LESSEE "AS-IS" AND "WHERE-IS"; LESSOR WILL NOT MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY WARRANTY AS TO FITNESS FOR ANY PARTICULAR OR OTHER PURPOSE, MERCHANTABILITY, OR PATENT INFRINGEMENT, EXCEPT THAT LESSOR SHALL HAVE THE RIGHT TO SELL THE EQUIPMENT AND SHALL TRANSFER TO LESSEE GOOD TITLE FREE AND CLEAR OF ANY SUPERIOR LIEN OR ENCUMBRANCE CREATED BY LESSOR. LESSEE IS LIABLE FOR ANY TAXES PAYABLE AS A RESULT OF THIS SALE.

3. Lessor, Lessee and GE Capital Bank, S.A. Institucion de Banca Multiple, Grupo Financiero GE Capital ("Trustee") are parties to the Administration Trust Agreement, dated November 23, 1998, to secure Lessee's obligations to Lessor under this Agreement. Lessee further agrees that it will not raise the absence of formal determination of default by a court or other tribunal as a defense to any action by the Trustee following a default by Lessee under the Lease. Lessor and Lessee further agree that the term of the Lease shall govern the resolution of any dispute between Lessor and Lessee relating to the Equipment.


H. PAYMENT AUTHORIZATION

You are hereby irrevocably authorized and directed to deliver and apply the proceeds due under this Schedule as follows:

COMPANY NAME                             ADDRESS                     AMOUNT
------------                             -------                     ------
SigmaTron International, Inc.                                        $ 168,429.00
2201 Landmeier Road
Elk Grove Village, IL 60007

This authorization and direction is given pursuant to the same authority authorizing the above-mentioned financing.

Except as expressly modified hereby, all terms and provisions of the Agreement shall remain in full force and effect. This Schedule is not binding or effective with respect to the Agreement or Equipment until executed on behalf of Lessor and Lessee by authorized representatives of Lessor and Lessee, respectively.

IN WITNESS WHEREOF, Lessee and Lessor have caused this Schedule to be executed by their duly authorized representatives as of the date first above written.

LESSOR:                                   LESSEE:

GENERAL ELECTRIC CAPITAL CORPORATION      SIGMATRON INTERNATIONAL, INC.


By:                                       By:
   ----------------------------------        -----------------------------------
Name:                                     Name:
     --------------------------------          ---------------------------------
Title:                                    Title:
      -------------------------------           --------------------------------


ADDENDUM TO EQUIPMENT SCHEDULE NO. 4 ("SCHEDULE")
TO
MASTER LEASE AGREEMENT
DATED MARCH 27, 1997 ("LEASE")
BETWEEN
GENERAL ELECTRIC CAPITAL CORPORATION
AND
SIGMATRON INTERNATIONAL, INC. ("LESSEE")

WHEREAS, Lessor and Lessee have entered into the Lease pursuant to which Lessee is leasing from Lessor the equipment described in the Schedule (the "Equipment"); and

WHEREAS, Lessee wishes to cause the Equipment to be located during part or all of the Term at its Maquiladora subsidiary in Mexico, with Lessor's consent as required by Section V(c) of said Master Lease Agreement.

NOW, THEREFORE, in consideration of Lessor consenting to the location of the Equipment in Mexico for use by Lessee's Maquiladora subsidiary (the Maquiladora") and the premises and mutual covenants contained herein, the parties hereto agree as follows:

1. Lessee represents that at lease commencement the Equipment is located at the Maquiladora in the following location in Mexico: Standard Components de Mexico, S.A., Acuna, Mexico.

2. Lessee shall provide Lessor evidence of insurance valid in Mexico covering the Equipment in accordance with the terms of the Lease while the Equipment is in Mexico.

3. Lessee shall be responsible for obtaining and maintaining all permits, licenses and approvals required by either the United States or the Mexican governments for the export and import of the Equipment; and shall directly pay all applicable taxes, duties, imposts and fees of any kind accessed or levied against or in connection with the Equipment or the use, operation, possession, ownership, lease, or location thereof by the Mexican government, any State of Mexico, or any political subdivision thereof ("Taxes") and Lessee shall indemnify and hold Lessor harmless from any fees, penalties, assessments and fines resulting from the failure to pay, obtain or maintain any thereof. Upon Lessor's written request, Lessee shall promptly provide to Lessor documentary evidence of all such permits, licenses and approvals and of the payment of all such Taxes.

4. Lessee shall comply with the laws, rules and regulations of Mexico applicable to the use of the Equipment and shall indemnify and hold Lessor harmless from any fees, penalties, assessments and fines resulting from the failure to so comply.

5. If applicable, Lessee shall name Lessor in item 15 of the Application for Export License as owner of the Equipment and furnish to Lessor a copy of the validated license or Lessee shall provide Lessor with evidence that the Equipment is eligible for a general license under the Export Administration Regulations contained in Chapter III of Title 16 of the Code of Federal Regulations as they may be amended or supplemented from time to time.

6. Lessee, Lessor and the Maquiladora shall execute and file a Commodatum Agreement covering the Equipment in a form acceptable to Lessor. All legal fees and filing expenses and cost associated with the drafting and filing of the Commodatum shall be paid by Lessee. Lessee and Lessor expressly agree, however, that the execution, delivery and filing of the Commodatum Agreement is intended solely to establish a bailment of the Equipment with the Maquiladora as required by the laws of Mexico and not to change the terms and conditions of the Lease. Lessee and Lessor further agree that all rights and obligation of either of them with respect to the Equipment are governed by and shall be interpreted in accordance with their intent as expressed in the Lease, notwithstanding any contrary term in the Commodatum Agreement. In no event shall either Lessee or Lessor avail itself of a right in any manner inconsistent with the terms of the Lease.

7. Lessee shall provide to Lessor true copies of the following:

i. Each agreement that it has entered into with its Mexico subsidiary which sets forth the relationship and obligations between the two companies, or under which assets to be used by the subsidiary are owned by the Lessee and loaned to the subsidiary, or both;

ii. Documentary evidence that Lessee has paid any applicable import duty or posted a bond in lieu of duty payment; and

iii. Any document that Lessee has submitted to the Mexican government which sets forth all the pertinent data relating to the proposed operation of Lessee's Mexican subsidiary for two years and that such document has received all necessary approvals.

8. Upon default as defined in the Lease or, unless Lessee exercises its option in Section XX of said Master Lease Agreement, upon expiration of the Initial Term or any renewals thereof, Lessee shall return the Equipment to Lessor within ten days in accordance with the terms of the Lease. Upon its return to Lessor, the Equipment shall be configured so that it can physically and legally be used in the United States without modification, repair or improvement either to make it compatible with the electric power supply generally available in the United


States or to bring it in compliance with the safety, health and environmental laws and regulations of the United States and the several States, and with all current engineering changes installed. Upon its return to Lessor, the Equipment shall be recertifiable by the manufacturer for continuous United States maintenance at no additional expense to Lessor. The determination of "Fair Market Value" and "Fair Rental Value," as the terms are used in the Lease and Schedule, shall be based on the assumption that the Equipment is configured in accordance with this paragraph.

9. Lessee covenants that if Lessee fails to return the Equipment as provided in Paragraph 8 of this Addendum, it shall not assert Lessor's failure to mitigate its damages as a defense to any claim, suit or action for damages or deficiency that may be filed by Lessor, its successors or assigns.

10. Lessee shall assume all risks relating to the location of the Equipment in Mexico including but not limited to the effects of all economic and political changes such as the abolishment of the Maquiladora program or policy changes by either the Mexican or United States governments regarding importing and exporting. The foregoing examples are given by way of illustration only and shall not be construed as exhaustive. Lessee shall not be excused from its obligation to pay Rent or any other obligation under the Lease for any reason including but not limited to any such economic or political changes.

11. The warranties, representations and covenants contained in this Addendum shall constitute material terms of the Lease for purposes of determining whether a default has occurred under the terms of the Lease.

Lessor and Lessee hereby agree that, except as modified herein, all of the terms and conditions of the Lease and Schedule shall remain in full force and effect.

LESSOR:                                LESSEE:

General Electric Capital Corporation   SigmaTron International, Inc.


By:                                    By:
    --------------------------------       ----------------------------------


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


Typed or printed name and title        Typed or printed name and title


EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-80147) pertaining to the 1993 Stock Option Plan, 1994 Directors' Stock Option Plan and Directors' Warrants of SigmaTron International, Inc. of our report dated June 29, 2000 with respect to the consolidated financial statements and schedule of SigmaTron International, Inc. included in the Annual Report (Form 10-K) for the year ended April 30, 2000.

                                       /s/ ERNST & YOUNG LLP


Chicago, Illinois


July 24, 2000


ARTICLE 5
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET AS OF APRIL 30, 2000 AND THE CONSOLIDATED EARNINGS FOR THE YEAR ENDED APRIL 30, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.


PERIOD TYPE YEAR
FISCAL YEAR END APR 30 2000
PERIOD START MAY 01 1999
PERIOD END APR 30 2000
CASH 2,500
SECURITIES 0
RECEIVABLES 11,541,940
ALLOWANCES 932,459
INVENTORY 17,775,199
CURRENT ASSETS 30,016,173
PP&E 21,243,820
DEPRECIATION 7,916,390
TOTAL ASSETS 49,340,892
CURRENT LIABILITIES 11,526,345
BONDS 0
PREFERRED MANDATORY 0
PREFERRED 0
COMMON 28,812
OTHER SE 0
TOTAL LIABILITY AND EQUITY 49,340,892
SALES 88,884,591
TOTAL REVENUES 88,884,591
CGS 80,688,002
TOTAL COSTS 0
OTHER EXPENSES 5,310,526
LOSS PROVISION 0
INTEREST EXPENSE 1,525,794
INCOME PRETAX 0
INCOME TAX 506,122
INCOME CONTINUING 0
DISCONTINUED 0
EXTRAORDINARY 87,500
CHANGES 0
NET INCOME 766,647
EPS BASIC 0.27
EPS DILUTED 0.27