-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BUk0MK5f1Dx3TcqP6vRehtKZ+RV8an7fHVS6jXtoKno9EOe/RLsBCjHlzwpkzS/z dROvrT29rjMoxGpvmn3lmw== 0001047469-04-019005.txt : 20040601 0001047469-04-019005.hdr.sgml : 20040531 20040601134636 ACCESSION NUMBER: 0001047469-04-019005 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 16 CONFORMED PERIOD OF REPORT: 20040229 FILED AS OF DATE: 20040601 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DPAC TECHNOLOGIES CORP CENTRAL INDEX KEY: 0000784770 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 330033759 STATE OF INCORPORATION: CA FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14843 FILM NUMBER: 04840664 BUSINESS ADDRESS: STREET 1: 7321 LINCOLN WAY CITY: GARDEN GROVE STATE: CA ZIP: 92641 BUSINESS PHONE: 7148980007 MAIL ADDRESS: STREET 1: 7321 LINCOLN WAY CITY: GARDEN GROVE STATE: CA ZIP: 92641 FORMER COMPANY: FORMER CONFORMED NAME: DENSE PAC MICROSYSTEMS INC DATE OF NAME CHANGE: 19920703 10-K 1 a2137385z10-k.htm 10-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM l0-K

(Mark One)
ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended February 29, 2004
o	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: 0-14843

DPAC TECHNOLOGIES CORP.
(Exact name of registrant as specified in its charter)

California ( State or other jurisdiction of incorporation or organization)		33-0033759 ( I.R.S. Employer Identification No.)
7321 Lincoln Way, Garden Grove, CA (Address of principal executive offices)		92841 ( Zip Code )

Registrant's telephone number, including area code: (714) 898-0007

Securities registered pursuant to Section 12(b) of the Exchange Act:
None

Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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 ý

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

The aggregate market value of the registrant's Common Stock, no par value, held by non-affiliates of the registrant on August 30, 2003, the last business day of the registrant's most recently completed second fiscal quarter (based on closing price per share on that date as reported on NASDAQ), was $24,014,000.

Number of shares of registrant's Common Stock outstanding at April 30, 2004: 21,247,964 shares

Documents Incorporated By Reference

Portions of the registrant's Definitive Proxy Statement relating to the Registrant's 2004 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission are incorporated by reference into Part III of this Report.

DPAC TECHNOLOGIES CORP.
FORM 10-K
for the year ended February 29, 2004
I N D E X

PART I

		PAGE
Item 1.	Business	3
Item 2.	Properties	11
Item 3.	Legal Proceedings	12
Item 4.	Submission of Matters to a Vote of Security Holders	13
PART II
Item 5.	Market for Registrant's Common Equity and Related Stockholder Matters	13
Item 6.	Selected Financial Data	14
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	16
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 8.	Financial Statements and Supplementary Data	35
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	36
Item 9A.	Controls and Procedures	36
PART III
Item 10.	Directors and Executive Officers of the Registrant	36
Item 11.	Executive Compensation	36
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	36
Item 13.	Certain Relationships and Related Transactions	36
Item 14.	Principal Accounting Fees and Services	36
PART IV
Item 15.	Exhibits, Financial Statement Schedules and Reports on Form 8-K	37
Signatures		40

PART I

FORWARD-LOOKING INFORMATION

Our current views and all forward-looking statements about us will be subject to material change as a result of risks and uncertainties. Under the captions "Business," "Risk Factors," and "Management's Discussion and Analysis of Financial Condition and Results of Operations" are numerous forward-looking statements (including certain projections and business trends), which are considered "forward looking" within the meaning of the securities laws. We base our forward-looking statements on currently available information and our current beliefs, expectations and projections about past or future events. All forward-looking statements contained herein are subject to numerous risks and uncertainties. Our actual results and the timing of certain events could differ materially from those projected in the forward-looking statements due to a number of factors discussed under various headings in this Report and in other filings with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should the underlying estimates or assumptions prove incorrect, actual results or outcomes may vary significantly from those suggested by forward-looking statements. Certain factors that could cause a material difference in our actual results are discussed in the sections entitled "Business," "Legal Proceedings," "Risk Factors," "Certain Factors That May Affect Future Results" or "Cautionary Statements" below, or elsewhere herein. Please read all other information in this Form 10-K in conjunction with all of the factors described in these Sections.

ITEM 1: BUSINESS

General Background

DPAC Technologies Corp. (formerly Dense-Pac Microsystems, Inc.) ("we," "us," "DPAC" or the "Company") is a provider of wireless connectivity products for industrial, transportation, medical and other commercial application as well as a provider of high-density memory packaging technology. DPAC designs and manufactures products that require packaging skills for miniature electronic components into the wireless, memory and military markets. The Company currently packages pre-existing electronic configurations into industry standard products, that produce high-density plastic or ceramic based products for the industrial or military market and packages wireless connectivity modules for the industrial market. The newest product, the wireless Local Area Network (LAN) Node Module was introduced in September 2003 after an initial year of research and development. The product is designed to enable OEM equipment designers to incorporate wireless LAN connectivity into their device, instrument or equipment through the inclusion of the Company's Wireless LAN Node Module. We are incorporated as a California corporation, which occurred on September 7, 1983. In August 2001, we changed our name from Dense-Pac Microsystems, Inc. to DPAC Technologies Corp. Our web site is at www.DPACtech.com. The information on our web site is not part of this report.

High-density packaging allows customers to meet their electronic system performance and time-to-market objectives for maximum system integration. The wireless products allow the customers to design wireless features into their new products or offer features for industrial equipment already being used in applications and enable that equipment to communicate with a network via a wireless protocol. Our products currently are being used in applications such as network routers, computer storage devices, guidance systems, medical instrumentation, vehicles and communication electronics.

Significant Business Developments in Fiscal Year 2004 and Fiscal Year 2004 Subsequent Events

During fiscal 2004, we experienced reductions in demand from our customers as a result of a change in the configurations of memory modules used in the computer server market. The market transitioned to a low-profile memory module, which required more labor to incorporate our memory stacking technology. Additionally, we experienced a significant increase in competition as several

semiconductor companies increased their market penetration through licensing competing memory stacking technologies and offering customers the ability to purchase high-density memory stacks directly from the memory supplier. In response to these changes, DPAC initiated development of a new type of memory stacking using welded interfaces (DuraStack™) and contracted with an automated equipment manufacturer to produce the equipment necessary to manufacture production quantities of memory stacks using this new technology. During the fourth quarter of fiscal year 2004, the Company was notified by the equipment vendor that the DuraStack™ automated production equipment would not meet the requirements of the volume through-put and yield. On March 5, 2004, the Company announced that it had ceased development of the DuraStack™ product for stacking TSOP memory. The Company concluded that the cost and time required to attain the yield and throughput targets made the continued development effort uneconomical. DPAC also filed a lawsuit against the production equipment vendor after determining that the vendor would not deliver the laser weld stacking equipment that met the Company's contract specifications. See litigation section. In addition, we also accelerated our efforts to expedite new product introductions through OEMs, primarily our newly developed packaged wireless connectivity module.

As a result of the above, the Company recorded approximately $3.9 million of restructuring and impairment charges during fiscal year 2004. These charges included cash restructuring charges of approximately $1.4 million, of which $1.1 million related to severance costs and $320,000 for termination of a building lease. The remaining non-cash impairment charges of approximately $2.5 million primarily related to $1.2 million in write downs of production related assets (included in cost of sales), $960,000 write-down of DuraStack™ related equipment, and approximately $290,000 in non-cash compensation expense for accelerated vesting of stock options for severed employees.

See "Restructuring and Impairment Charges" under Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations."

On May 6, 2004, DPAC Technologies reached an agreement with Twilight Technologies Corp., a California Corporation, to sell DPAC's industrial, defense and aerospace (IDA) memory product line. This product line accounted for $2,772,313 of net sales during fiscal year 2004. The agreement transferred all of our licensed rights to the technology, the product line, inventory and certain assets for $333,000 in cash and contingent future consideration based on the revenues of the product line for the next two years. The amount, if any, of the additional consideration cannot yet be determined. Since the completion of the sale of the industrial product line, DPAC is continuing to assess the economic benefits of continuing the memory stacking product line and has announced that it may elect to sell or discontinue the product line should it determine that the product line is not contributing to the Company's earnings or cash flow. Any monies received in any sale of the memory stacking business will be used for working capital and a major portion thereof could therefore be invested into the wireless product line.

To address the dependence by the Company on the memory stacking business, and associated reductions in demand for our stacking products, during September 2003, the Company announced that it had developed a high-density package addressing needs in the industrial wireless marketplace with a product known as the Airborne™ Wireless LAN Node module. The wireless product utilizes the 802.11 standard communications protocol and targets the identified growth opportunities in embedded and plug-and-play applications, where we believe Original Equipment Manufacturer (OEM) customers as well as end-use customers have a need for an integrated local area network wireless connectivity solution. The wireless product line is new for DPAC, but currently utilizes DPAC's expertise in packaging capabilities.

Industry Segments and Geographic Information

DPAC currently operates in one industry segment: the design, manufacture and marketing of high-density electronic components for use in data storage and wireless communication networks. We currently market our products through our own internal sales force as well as independent sales representatives. See Note 9 of the "Notes to Consolidated Financial Statements" under Part II, Item 8, "Financial Statements and Supplementary Data" for a summary of segment information.

High-density Packaging -Product Lines

Wireless package product line- During September 2003, the Company announced that it had developed a high-density package addressing needs in the industrial wireless marketplace with a product known as the Airborne™ Wireless LAN Node module. The wireless product utilizes the 802.11 standard communications protocol and targets the identified growth opportunities in embedded and plug-and-play applications, where we believe Original Equipment Manufacturer (OEM) customers as well as end-use customers have a need for an integrated local area network wireless connectivity solution. The wireless product line is new for DPAC, but currently utilizes DPAC's expertise in packaging capabilities. The wireless module includes a radio, base-band processor, an application processor and software for a "drop-in" web-enabled WiFi solution for connecting equipment, instrumentation and other devices to a local area network. An additional plug-and-play version of the product was developed and named AirborneDirect™. This product provides a web-enabled wireless connectivity solution for industrial equipment already in field use. Since, for the customer, there is no need to develop the software, or develop the radio frequency and communications expertise in-house, customers can realize reduced product development costs and a quick time-to-market. The AirborneDirect™ modules provide instant local area network and Internet connectivity, and connect through standard serial or Ethernet interfaces to a wide variety of applications.

The Airborne™ modules were designed to provide wireless local area network and Internet connectivity in factory automation, scientific, medical, transportation and other industrial applications. The product was designed to address the needs of medium volume applications. Equipment with an Airborne™ module, either embedded or attached, can be monitored and controlled by an handheld device, by a personal computer in a central location or over the Internet. This would eliminate cabling and allows the equipment to be portable. The module is a solution for remote sensing and data collection. The product line was introduced in September 2003, with evaluation units and production units available for sale. Sales of wireless products amounted to $96,000 in fiscal 2004. The Company will continue to invest in this product line and may identify other potential opportunities to expand its product offering.

High-density memory stacks- Our LP Stack™, which was developed in 1995 and introduced into the market in 1996, is a configuration of stacking two memory devices, and is designed to reliably increase memory density at the system level by reducing space, cost, weight and power requirements. For fiscal years 2004, 2003 and 2002 the LP stack product line represented approximately 68%, 79% and 75% of total revenue for the fiscal year, respectfully. The balance of the revenue was related to the industrial and defense product line, royalty revenue and revenue from product sales from an acquisition in 2000. In the beginning of fiscal 2004, in response to competitive changes in the marketplace, DPAC introduced the concept of a new stacking process involving a laser welding process which the Company felt would improve the current L-P Stack™ technology in size, cost and performance. The new process was introduced as the DuraStack™. On March 5, 2004, the Company announced that it had ceased development of the DuraStack™ product. DPAC also filed a lawsuit against the production equipment vendor after determining that the vendor would not deliver the laser weld stacking equipment that met the Company's contract specifications. See litigation section.

In our commercial memory stacking business, we may either receive consigned memory or purchase memory under fixed terms from a variety of manufacturers, and we incorporate the memory devices into high-density products utilizing our process technology and our advanced package designs. Our products range from monolithic semiconductors to patented, high-density, three-dimensional plastic or ceramic memory products.

Currently, the majority of our products are memory solution related. A memory module is a miniaturized memory subsystem that can consist of numerous memory devices plus support chips in a component only a few times larger than a conventionally packaged integrated circuit. Our proprietary packaging technology enables memory systems to be designed with significantly more memory in a given surface area than can be accomplished with conventional packaging techniques. The module approach to memory packaging allows the elimination of most of the printed circuit boards as well as their mating connectors, resulting in smaller, lighter and less expensive digital systems. Also, since the electrical signals have less distance to travel, operating speeds are enhanced.

Industrial high-density packaged modules- Since the inception of DPAC in 1983, the Company has offered a custom product line of ceramic and plastic memory custom modules with a variety of capabilities targeted to meet market requirements. These products are sold into the industrial, defense and aerospace (IDA) industries. Our standard memory custom modules incorporate static random access memories (SRAMs), erasable programmable read-only memories (EPROMs), electrically erasable programmable read-only memories (EEPROM's), including flash technology, and dynamic random access memories (DRAM).

High-density packaging is used in numerous applications within the electronics industry. During the past 20 years, advances have been made in reducing size and increasing performance at the integrated circuit level (LSI, VLSI, etc.). However, high pin count, complex semiconductors with adequate testing methods have reached levels that make performance both difficult and costly to achieve.

In addition to improving performance, packaging technology allows the use of more available, less expensive, lower density memory chips to achieve the same performance levels as newer, more expensive, high-density memory chips. For example, the Company can emulate a DRAM chip by stacking two DRAM chips to emulate an advanced technology chip. Packaging technology can thereby reduce the cost of certain products by allowing customers to use a module consisting of multiple low cost, volume produced memory chips (e.g., 512 Megabit DRAM) instead of a single higher price chip (e.g., 1 Gigabit DRAM).

We are able to offer customers emulation memory products by packaging the highest capacity memory chips that are commercially available. Because of the rapid technological advances, our products are subject to obsolescence or price erosion as new chips with the same or greater density as custom modules are continuously introduced. This results in our products have relatively short life cycles.

On May 6, 2004, DPAC Technologies reached an agreement with Twilight Technologies Corp., a California Corporation, to sell it DPAC's industrial, defense and aerospace (IDA) memory product line. The agreement transferred all our rights under a license to the technology, the product line, inventory and certain assets for $333,000 in cash, as well as contingent future consideration based on the revenues of the product line for the next two years. The amount, if any, of the additional consideration cannot yet be determined. Since the completion of the sale of the industrial product line, DPAC is continuing to assess the economic benefits of continuing the memory stacking product line and has announced that it may elect to sell or discontinue the product line should it determine that the product line is not contributing to the Company's earnings or cash flow.

Business Strategy

Our principal business objective is to be a recognized leader in providing wireless connectivity solutions to vertical OEM markets by supplying high value products and services using unique technologies, processes and expertise. As technical experts, we enable our customers to develop and maintain a position of leadership. We are market-directed to leverage our core competencies in wireless connectivity, high-density electronic component packaging and engineering design by providing exceptional customer service. Our strategy is to continue building the high-density wireless product line based on a technology roadmap and to expand the product offerings to include accessory products, additional radio protocols and custom designed solutions for vertical market OEM's. Some of the elements of our business strategy include:

DEVELOP TECHNOLOGY LEADERSHIP IN ADVANCED WIRELESS PACKAGING TECHNIQUES. We believe we are becoming one of the leaders in the design of high-density wireless integrated products, and we are currently advancing in developing wireless packaging techniques. New technologies, such as the Airborne products could provide us a competitive edge in design and configuration. Our historical products in ceramic and commercial plastic stacking were developed using patented processes for their configuration as well as automated processes for volume production. We intend to continue developing other advanced technologies in order to enhance our competitive position in the wireless industry.

OFFER COST-EFFECTIVE SOLUTIONS. Our high-density products utilize technology to reduce the size and cost of comparable technology. We believe that by using unique package configuration, customers can increase the efficiency and capability of their products. Many of DPAC's products have the same pin configuration or "footprint" (space on the printed circuit board) thereby reducing the need for the customer to re-engineer boards. The newer products are configured in a "plug and play" mode where the time to market enhances the customers acceptance of the product.

TARGET SELECTED VERTICAL OEM's AS CUSTOMERS. We believe that our technology can increase the overall performance of systems and their integrated parts. We are structured to support potentially large opportunities in growing markets, not only the module manufacturers but also the OEM providers. This structuring includes a specialized and focused "solution" approach to sales and marketing to each vertical OEM markets and the establishment of prototype design teams to custom design and quickly deliver prototype products to these customers.

PURSUE STRATEGIC RELATIONSHIPS FOR OUR CURRENT TECHNOLOGY. We intend to pursue strategic relationships in order to expand sales and broaden our product offerings.

BECOME A PREMIER SOLUTION PROVIDER. We intend to provide OEM customers with complete solutions for connecting their devices to each other or to a network for the efficient management of information and controls.

QUICKLY DELIVER NEW PROTOTYPE PRODUCTS TO CUSTOMERS. We offer unique designs that satisfy our customers' needs. We continue to offer quick, effective solutions to customers, through the work of a specially assigned design team.

Business Environment for the LP Stack-The current commercial plastic stacked technology is targeted for OEMs and module manufacturers that sell into high-density memory applications. These could include high-end workstations, network servers and data markets. Over the last several years the market for stacked memory components has become saturated with new competitors as well as the memory manufacturers providing their own stacking solutions. While the patented process protects our technology, competitors have introduced variations of our technology into the market. Our stacking technology does not address the new low-profile DIMM module in the ease-of-use for the manufacturability of these types of modules. Our target market has shifted towards the low-profile DIMM module. Also, the current TSOP stacking technology is becoming obsolete, as newer technology

known as fine ball grid array memory devices are being introduced to the market. We see a limited life left in the LP Stack and are currently addressing this market by offering a reduced cost stack and harvesting the balance of the business. We have addressed this change in the stacking market by introducing the new packaging concept with the wireless product line.

Design and Packaging Capabilities to Enter the Wireless Marketplace

During the current fiscal year, we completed the development of a high-density wireless package configuration, with appropriate software, and announced several new products for the wireless marketplace. DPAC is continuing to develop complementary products based on an internal technology roadmap. The wireless products require specialized density, software, size and performance standards that distinguish the product in the marketplace. The software developed for the wireless product is also a proprietary internally developed product. An important aspect of our business is the ability to design and manufacture products. Our wireless design capabilities are expected to provide us with an ongoing source of new standard products to sell directly to OEM's and end-use customers in various industries.

Research and Development; Patents and Technology Rights

We are currently involved in research and development for advanced packaging and communications techniques for the wireless product line. There currently is no investment of research and development for furthering the stacking technology. Our research and development expertise contributes to our custom design capabilities and will contribute to the future technology roadmap for the wireless product line. Our product development activities are solution driven, and our goal is to create technological advancements by working with customers to develop advanced cost effective products that solve the customers' specific requirements.

A majority of our stacking and ceramic-based technology and processes are covered by existing patents or patent applications. We currently have several patents covering stacking products and processes. We have applied for a patent for the new wireless products. It is unknown if the patent will be granted. The wireless products also contain software that has copyright protection. We will continue to protect our technology and process technologies.

These patents and applications may not afford our products any competitive advantage. Our patents may be challenged or circumvented by third parties. Patents issued to others have adversely affected the development or commercialization of our products. See the discussion in Item 3, relating to legal proceedings involving the defense of our patents. The high-density packaging industry is characterized by rapid technological change and is highly competitive with respect to timely product innovation. Memory products typically have a product life of one to five years. Wireless products may have markets that are even shorter before a competitor may offer a similar product. Our future success will depend on our ability to develop new products or product enhancements to keep up with technological advances and to meet customer needs.

In order to obtain large orders for our products from OEMs, we may sometimes be required to provide manufacturing licenses to third parties on a royalty basis as second sources to ensure that the customer's requirements are met. Such second sources could potentially compete directly or indirectly with us for customers depending on the scope of their license along with other competitive factors.

Research and development expenses were approximately $2,829,000, $2,061,000 and $1,878,000 in fiscal years 2004, 2003 and 2002, respectively. While research and development in fiscal year 2002 and 2003 primarily related to the DuraStack process, a majority of the research and development in fiscal year 2004 related to the new wireless product line. Our initial wireless product was released in September 2003. Research and development will continue to be an important element of the ongoing plans of the Company to develop new products. Our research and development efforts for fiscal year 2005 will focus on developing new wireless and related products.

Marketing and Customers

We market certain of our memory products to military, aerospace and commercial customers that require high reliability, high density and high performance. Our military/aerospace customers use our products in high performance weapons, avionics and communications systems. Our commercial markets (memory and wireless) are in the areas of data collection, transportation, computers, communications, multimedia and medical instruments. Compared to the military/aerospace business, the commercial memory business is characterized by more competition and a higher risk of inventory obsolescence. The commercial market is also characterized by more rapid product innovation in response to new technologies and customers' system requirements. As a result, commercial products have typically had a one to five-year life and significant price erosion over the life of a product, whereas military/aerospace products typically have had a four-to-eight-year, or longer, life. Our competitive edge will require us to continually offer new products to our market offerings.

We market our products throughout the world directly through our own sales staff and through independent manufacturers' sales representatives. Sales representatives obtain orders on an agency basis and shipments are made by us directly to the customer. The sales representatives receive a commission on sales of our products within their territories and are typically for selling into the various marketplaces. Our international distributors will order military or wireless product based on their needs and do not have a right of return.

In fiscal year 2004, approximately 12% of our sales were export sales, primarily to a single customer, as compared to 23% in fiscal year 2003 and 12% in fiscal year 2002. Foreign sales are made in U.S. dollars. Our foreign sales were made primarily to Western Europe and are attributable to the addition of a significant new customer during fiscal year 2002. The increase was due primarily to sales to this significant customer in fiscal year 2003. This business began to decrease in fiscal year 2004, as the customer did not receive new orders due to the height requirements of the newer memory technology and the lack of the LP Stack to address this height requirement. Specific demand shifts by customers could result in significant changes in our export sales from year to year.

Manufacturing and Supplies

The principal components of a memory module are semiconductor memory chips and the ceramic or plastic frames on which they are mounted. Either our customers or we purchase packaged and/or un-packaged parts from various semiconductor vendors, depending on the customer requirements. The semiconductor chips must be packed in ceramic leadless chip carriers (LCCs) so that they can be soldered onto the substrate surface. We have these unpackaged chips packaged in LCCs by an assembly house. We then perform final product assembly by mounting the LCCs on the substrate. The substrate performs the same function as a miniaturized printed circuit board by providing interconnection between the LCCs and the memory module's contact pins.

We electronically test our products at various stages in the assembly process to meet military or other customer specifications, and we perform high temperature burn-in on military, avionics and industrial grade products.

Ceramic substrate products are hermetically sealed, resulting in a product that can withstand extreme temperature ranges and exposure to adverse environmental conditions such as moisture and corrosives. Ceramic products are typically used in military and aerospace applications. Plastic products, because they use plastic-molded parts, are lower cost, have a shorter life span and are used in benign environments. Plastic products are typically used in commercial applications such as servers, switches and routers.

We purchase raw materials and components from several material suppliers, but we do not have any supply agreements. Although alternative suppliers have been available, a significant unplanned

event at a major supplier or assembly house could have an adverse impact on our operations. The market for memory devices is characterized by periodic shortages, which can adversely impact our costs and/or ability to timely ship products.

Our manufacturing capacity for the LP-Stack is encompassed by two automated commercial lines, which are currently adequate to support the current expected production. Since the market for our stacking technology has decreased, during fiscal year 2004, we analyzed the carrying value of our production equipment. During the third quarter, we recognized a fixed asset impairment charge of $530,000 related to the sale of equipment no longer being utilized, primarily in the L-P stacking business. This equipment was subsequently sold in the fourth quarter. Additionally, during the fourth quarter, we recognized an asset impairment charge of $514,000 relating the IDA and LP memory equipment being carried at a value that was determined not to be recoverable.

The manufacturing for the wireless product is being done offshore and some final assembly at a contract manufacturer in the United States. We are reliant on the offshore manufacturer to provide a quality product and meet our production requirements. We currently have a six to eight week lead-time on various products and schedule the requirements based on sales forecasts. Changes to the sales forecast could affect the inventory level of the wireless product. There is currently no second source for the production of the wireless module, but DPAC does have the right to transfer production to another facility if there are problems with the manufacturer. If DPAC were required to change its primary offshore manufacturer, it would require significant time. This may lead to not having inventory for pending sales requirements. We believe that the offshore manufacturing is of sufficient size and resources that they could handle any production requirements that DPAC may have for increased volume needs of the wireless products.

License Agreements

A minor portion of our revenue is generated from license agreements that we have entered into with various customers. These agreements provide for the payment of royalties to us based on using DPAC's technology or the right to sell certain products into the marketplace. During fiscal year 2004, royalty revenue represented less than 1% of total revenues as compared to 1% in fiscal year 2003 and 2% in fiscal year 2002.

Defense-Related Subcontracts

A portion of our revenue is derived from defense-related subcontracts. As a result, we are subject to business risks resulting from federal budgeting constraints, changes in governmental appropriations and changes in national defense policies and priorities, and termination, reduction or modification of contracts for the convenience of the government. Many of the programs in which we participate as a subcontractor may extend for several years, but since the government funds contracts on a year-to-year basis, our business is dependent on annual appropriations and funding of new and existing contracts.

Competition

There are other companies that offer similar products or other configurations and radio communication protocols, including Bluetooth and proprietary radio solutions, that will compete with our Airborne wireless module, including Aerocomm, Cirronet, Lantronix, and Digi International. There are also memory companies or OEM's that are offering three-dimensional products, including Staktek, Samsung, Infineon, SimpleTech and others. Some of these companies in the wireless or stacking market have greater financial, manufacturing and marketing capabilities than we have. We could also experience competition from established and emerging companies. There can be no assurance that our products will be competitive with existing or future products, or that we will be able to establish or maintain a profitable price structure for our products.

We expect to face competition from existing competitors and new and emerging companies that may enter our existing or future markets with similar or alternative products, which may be less costly or provide additional features. In addition, some of our significant suppliers could also become our competitors, many of who have the ability to manufacture competitive products at lower costs as a result of their higher levels of integration. We also face competition from current and prospective customers that evaluate our capabilities against the merits of manufacturing products internally. Competition may arise due to the development of cooperative relationships among our current and potential competitors or third parties to increase the ability of their products to address the needs of our prospective customers. Accordingly, it is possible that new competitors or alliances among competitors will emerge and rapidly acquire significant market share.

We expect our competitors will continue to improve the performance of their current products, reduce their prices and introduce new products that may offer greater performance and improved pricing, any of which could cause a decline in sales or loss of market acceptance of our products. In addition, our competitors may develop enhancements to or future generations of competitive products that may render our technology or products obsolete or uncompetitive.

Additionally, system producers could choose to do their wireless development themselves. A host of new start-ups could focus on specific applications segments and integrators could use their engineering and manufacturing to provide solutions.

The principal competitive factors in the wireless market include the radio communication protocol, data communication range and reliability, delivery requirements, and price. DPAC believes it competes favorably with respect to all of these factors. Our wireless business is characterized by competition, with the most important factors being ease of use and the internal development versus buy decision. Many of DPAC's competitors may have greater financial, technical and personnel resources than DPAC.

For our legacy business using advanced component packaging for the industrial, defense and aerospace industry, there are many small suppliers and we compete with companies such as White Electronics, Austin Semiconductor and some silicon providers.

Environmental Matters

We are not aware of any claims or investigations related to environmental matters that have materially effected or are expected to materially effect our business. We are not aware of any material effects that compliance with environmental regulations may have upon our capital expenditures, earnings or competitive position. Our compliance-related costs have been immaterial in amount and comprise mostly of administrative costs and expenses.

Employees

At April 15, 2004, we had 65 full-time employees, of which 13 were engaged in engineering, 28 in manufacturing, production and testing, 1 in quality assurance, 11 in marketing/sales and 12 in management and administration. None of our employees is represented by a labor union, and we consider our employee relations to be good.

ITEM 2: PROPERTIES

On February 1, 2004 we renewed our lease of executive offices and manufacturing facilities in an industrial park in Garden Grove, California. We reduced our required square footage in the facility to 27,857 square feet from the 37,060 that we had previously leased. The lease expires April 30, 2007 and provides for an effective straight-line monthly rent of $22,093.

On October 1, 2003, we signed a new five-year lease for a 24,026 square feet corporate facility in Costa Mesa, California. Subsequent to the signing of this lease, a contracted supplier missed its first

delivery date for the automated DuraStack production equipment and our stacking market's requirements for our LP Stack concurrently decreased.

As a result, in the fourth quarter, DPAC cancelled the lease in Costa Mesa and signed a new lease, for less footage, in Garden Grove as discussed above. No brokerage fees were paid to renew the lease in Garden Grove. The costs to terminate the lease in Costa Mesa were the commercial brokers fees of $81,000 and an additional $240,000 representing twelve months of rent on the Costa Mesa facility. We paid the landlord $120,000 and are paying the balance for the next twelve months at $10,000 per month. The Costa Mesa landlord also will no longer retain $10,000 per month if the facility is leased prior to the expiration of such twelve months. We have no further financial responsibilities besides the $10,000 per month for the terminated lease in Costa Mesa. We have recognized expense for the entire twelve months of rent for the facility, as it is undeterminable if there will be a reduction in the future for the facility being leased prior to 12 months.

During fiscal year 2004, we also had a lease on a facility in Laguna Hills, California, which consisted of 12,886 square feet in an industrial park. This lease was part of an acquisition completed in 2000. The facility was sublet to third parties. The lease expired August 15, 2003 and was not renewed.

ITEM 3: LEGAL PROCEEDINGS

The Company was involved in patent litigation with SimpleTech, Inc., (formerly Simple Technology, Inc.), dating back to 1998. On March 8, 2004, DPAC and SimpleTech entered into a confidential settlement agreement whereby SimpleTech agreed to dismiss with prejudice its appeal of the intellectual property infringement lawsuit then pending in the United States Federal Circuit entitled SimpleTech, Inc. v. DPAC Technologies Corp., Case No. 04-1034. Under the confidential settlement agreement, DPAC made a permanent, amicable resolution of the lawsuit, and the settlement should not be construed as an admission by any of the parties to this litigation of any matter alleged in this lawsuit. DPAC completely performed and accounted for its affirmative obligations under the settlement agreement during the quarter that is subject of this report.

On March 5, 2004 DPAC Technologies filed a Complaint against ATS Oregon, Inc. (ATS) in Superior Court for the State of California, Orange County. ATS was the equipment company contracted by DPAC Technologies to build the automated laser weld equipment for the DuraStack™ technology. The Complaint alleges breach of contract, fraud by failure to disclose and active concealment, negligent misrepresentation and rescission. The Complaint seeks a return of all moneys paid to ATS, actual damages, incidental and consequential damages, and for punitive and exemplary damages. On April 22, 2004, ATS filed an Answer and Cross-Complaint against DPAC. The Cross-Complaint is for breach of contract, account stated, and reasonable value of goods and services. On April 23, 2004, ATS filed a Notice of Removal to remove the action from state to federal court in the Central District of California, Southern Division. The case has been assigned Case No. SACV04-471 AHS (Mcx). The Company believes that it has meritorious defenses to plantiffs' claims and intends to vigorously defend against those claims. This suit is in its initial stages.

Additionally, we are involved from time to time in a variety of legal and administrative proceedings and claims, which arise in the ordinary course of business. While the outcome of these claims cannot be predicted with certainty, we do not believe that the outcome of any currently pending legal matters will have a material adverse effect on the Company.

Litigation is expensive and demands time and attention of management, whether ultimately successful or not. Litigation often involves complex issues of procedure and substance, making outcome uncertain. Establishing proprietary rights in a competitive technological environment may be difficult and may require litigation, resulting in attendant costs, and such efforts may be unsuccessful. Parties in litigations with us may have greater economic resources than the Company has and may be able to more easily bear lengthy or extended proceedings, including appeals.

Other Contingent Contractual Obligations

During its normal course of business, the Company has made certain indemnities, commitments and guarantees under which it may be required to make payments in relation to certain transactions. These include: indemnities to various lessors in connection with facility leases for certain claims arising from such facility or lease; indemnities to vendors and service providers pertaining to claims based on the negligence or willful misconduct of the Company; and indemnities involving the accuracy of representations and warranties in certain contracts. The Company may also issue a guarantee in the form of a standby letter of credit as security for contingent liabilities under certain customer contracts. The duration of these indemnities, commitments and guarantees varies and, in certain cases, may be indefinite. The majority of these indemnities, commitments and guarantees may not provide for any limitation of the maximum potential for future payments the Company could be obligated to make. The Company has not recorded any liability for these indemnities, commitments and guarantees in the accompanying balance sheets. Product warranty costs are not significant.

On December 18, 2003, the Company accepted the resignation of its CEO. Pursuant to an employment agreement, the former CEO will be entitled to salary and benefits totaling approximately $1,100,000 through June 2006. The Company recorded a charge in the fourth quarter associated with the severance benefits. Approximately $186,000 of the charge will relate to the acceleration of stock options. The remaining benefits will be paid ratably through June 2006.

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

There were no matters submitted to a vote of security holders during the fourth quarter of fiscal year 2004.

PART II

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

Our Common Stock trades on the Nasdaq National Stock Market under the symbol "DPAC." The following table sets forth the high and low closing sale prices on the Nasdaq National Stock Market as reported by Nasdaq.

			High		Low
Fiscal Year ended February 29, 2004:
	Quarter Ended
		May 31, 2003	$	1.40	$	.90
		August 31, 2003	$	1.46	$	1.11
		November 30, 2003	$	2.06	$	1.31
		February 29, 2004	$	2.49	$	1.35
Fiscal Year ended February 28, 2003:
	Quarter Ended
		May 31, 2002	$	3.80	$	2.52
		August 31, 2002	$	2.74	$	1.71
		November 30, 2002	$	2.02	$	1.05
		February 28, 2003	$	2.10	$	1.13

As of April 30, 2004, there were approximately 6,000 registered shareholders and beneficial shareholders. The last reported sale price for our common stock was $0.77 on May 10, 2004.

We have not paid any dividends and do not expect to pay any dividends in the foreseeable future. There are currently contractual arrangements in our loan agreements and other restrictions that preclude our ability to pay dividends.

Equity Compensation Plan Information

Our shareholders have approved all compensation plans under which DPAC's Common Stock is reserved for issuance. The following table provides summary information as of February 29, 2004 for all equity compensation plans of DPAC.

	Number of Shares of Common Stock to be Issued upon Exercise of Outstanding Options	Weighted-Average Exercise Price of Outstanding Options		No. of Shares of Common Stock Remaining Available for future Issuance under the Equity Compensation Plans (excluding shares reflected in column 1)
Equity Compensation Plans Approved by Shareholders	3,788,845	$	2.51	3,743,075

Equity Compensation Plans not Approved by Shareholders	—		—	—

Total	3,788,845	$	2.51	3,743,075

ITEM 6: SELECTED FINANCIAL DATA

You should read the following selected consolidated financial data in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the related notes thereto appearing elsewhere in this Report. The following selected statement of operations data for the years ended February 2004, 2003, and 2002, and the consolidated balance sheet data at February 29, 2004 and February 28, 2003 have been derived from audited financial statements included elsewhere in this Report. The data presented below for the years ended February 28, 2001 and 2000 and as of February 28, 2002, 2001 and 2000 are derived from audited financial statements that are not included in this Report.

			Year Ended February 28,
Selected statement of operations data:			Year Ended February 28,
Selected statement of operations data:			2004(1)			2003			2002			2001			2000
NET SALES			$	19,567,109		$	34,489,465		$	30,504,506		$	35,823,138		$	27,459,614
COST OF SALES				18,144,229			25,692,622			20,417,123			25,655,665			18,181,463

GROSS PROFIT				1,422,880			8,796,843			10,087,383			10,167,473			9,278,151

COSTS AND EXPENSES:
	Selling, general and administrative			5,121,040			6,110,032			5,512,566			6,530,904			5,263,039
	Research and development			2,829,031			2,060,915			1,877,900			1,640,929			1,277,701
	Restructuring and impairment charges			2,654,052			—			—			—			—
	Goodwill amortization			—			—			777,938			250,095			—

		Total costs and expenses		10,604,123			8,170,947			8,168,404			8,421,928			6,540,740

(LOSS) INCOME FROM OPERATIONS				(9,181,243	)		625,896			1,918,979			1,745,545			2,737,411

OTHER INCOME (EXPENSE):
	Interest income			56,176			113,637			181,356			269,478			65,797
	Interest expense			(35,253	)		(72,956	)		(139,840	)		(113,397	)		(215,835	)
	Other			—			—			—			(77,027	)		—

		Total other income (expense), net		20,923			40,681			41,516			79,054			(150,038	)

(LOSS) INCOME BEFORE INCOME TAX PROVISION				(9,160,320	)		666,577			1,960,495			1,824,599			2,587,373
INCOME TAX PROVISION (BENEFIT)				4,763,984			(1,791,301	)		2,400			2,400			22,800

NET (LOSS) INCOME				(13,924,304	)		2,457,878			1,958,095			1,822,199			2,564,573

NET (LOSS) INCOME PER SHARE:
	Basic		$	(0.66	)	$	0.12		$	0.09		$	0.09		$	0.14
	Diluted		$	(0.66	)	$	0.12		$	0.09		$	0.09		$	0.13
WEIGHTED-AVG. SHARES OUTSTANDING:
	Basic			21,102,000			21,010,700			20,951,186			20,101,515			18,773,138
	Diluted			21,102,000			21,233,300			21,297,925			21,138,414			19,974,857

	February 28,
Selected balance sheet data:	February 28,
Selected balance sheet data:	2004(1)		2003		2002		2001		2000
Cash and cash equivalents	$	4,477,396	$	8,197,144	$	6,258,836	$	5,346,525	$	2,949,562
Working capital		4,276,482		10,300,015		8,866,093		5,617,751		4,865,083
Total assets		13,087,970		25,752,805		21,341,353		21,763,103		14,123,954
Long-term debt		254,060		98,829		421,176		786,828		1,263,544
Total shareholders' equity	$	10,060,962	$	23,397,416	$	18,176,050	$	16,221,232	$	9,450,534

(1): Fiscal year 2004 ended on February 29, 2004

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and notes to those statements included elsewhere in this Report. This discussion contains certain forward-looking statements that involve risks and uncertainties, such as statement of our plans, objectives, expectations and intentions. Our actual results could differ materially from those discussed here. The cautionary statements made in this Report should be read as being applicable to all forward-looking statements wherever they appear. Numerous important factors, risks and uncertainties affect our operations and could cause actual results to differ materially from those expressed or implied by these or any other forward-looking statements made by us or on our behalf. Factors that could cause or contribute to such differences include those discussed in "Risk Factors," as well as those discussed elsewhere herein. We undertake no obligation to publicly release the result of any revisions to these forward-looking statements that may be required to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Fluctuations in Operating Results

Our results of operations and gross margin have been subject to fluctuations from period to period. The primary factors that have affected and may in the future affect our results of operations; include, adverse changes in the mix of products sold, the inability to procure required components, the size of investments in new technologies or product lines, and the partial or complete loss of a principal customer or the reduction in orders from a customer due to, among other things, excess product inventory accumulation by such customer. Other factors that have affected and may in the future affect our results of operations include fluctuating market demand for and declines in the selling prices of our products, decreases or increases in the costs of the components of our products, market acceptance of new products and enhanced versions of our products, our competitors' selling products that compete with our products at lower prices or on better terms than we sell our products, delays in our introduction of new products or software problems and in our making enhancements to existing products, manufacturing inefficiencies associated with the start up of new product introductions, inability to develop new wireless products using newer technology, and production from overseas suppliers.

Our operating results may also be affected by the timing of new product announcements and releases by us or our competitors, the timing of significant orders, the ability to produce products in volume, delays, cancellations or rescheduling of orders due to customer financial difficulties or other events, inventory obsolescence, including the reduction in value of our inventories due to price declines, unexpected product returns, the timing of expenditures in anticipation of increased sales, cyclicality in our targeted markets, and expenses associated with acquisitions. In particular, declines in 802.11 standard or similar technology prices could affect the valuation of our inventory, the pricing of services, which could result in adverse changes in our business, financial condition and results of operations. Many of these same conditions apply to the products being developed for the wireless market.

Sales of our individual products and product lines toward the end of a product's life cycle are typically characterized by steep declines in sales, pricing and gross margin, the precise timing of which may be difficult to predict. We have experienced and could continue to experience unexpected reductions in sales of products as customers anticipate new product purchases. In addition, to the extent that we manufacture products in anticipation of future demand that does not materialize, or in the event a customer cancels outstanding orders during a period of either declining product-selling prices or decreasing demand, we could experience an unanticipated decrease in sales of products. These factors could give rise to charges for obsolete or excess inventory, returns of products by distributors, or substantial price protection charges or discounts. In the past, we have had to write-down and write-off excess or obsolete inventory. To the extent that we are unsuccessful in managing product

transitions, our business, financial condition and results of operations could be materially and adversely affected.

From time to time, our customers may purchase products from us in large quantities over a short period of time, which may cause demand for our products to change rapidly. Due to these and other uncertainties associated with customers purchasing strategies, we may experience significant fluctuations in demand from our customers. Such fluctuations could cause a significant increase in demand that could exceed our suppliers production capacity and could negatively impact our ability to meet customers' demands as well as potentially impact product quality. Alternatively, such fluctuations could cause a significant reduction in revenues, which could have a material adverse effect on our business, results of operations and financial condition. We cannot guarantee that a major customer will not reduce, delay or eliminate purchases from us, which could have a material adverse effect on our business, results of operations and financial condition.

The need for continued significant expenditures for research and development, software and firmware enhancements, and ongoing customer service and support, among other factors, will make it difficult for us to reduce our operating expenses in any particular period if our expectations for net sales for that period are not met or our investment objective for future revenues streams need to continue for potential success. Accordingly, there can be no assurance that we will be able to be profitable in any future period. We believe that period-to-period comparisons of our financial results are not necessarily meaningful and should not be relied upon as indications of good future performance. Due to the foregoing factors, it is likely that in some future period our operating results will be below the expectations of public market analysts or investors. In such event, the market price of our Common Stock or other securities would be materially and adversely affected.

Critical Accounting Policies and Estimates

We prepare our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. As such, we are required to make certain estimates, judgments and assumptions that we believe are reasonable based upon the information available. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. The significant accounting policies which we believe are the most subjective and critical, to aid in fully understanding and evaluating our reported financial results include the following:

Revenue Recognition

DPAC recognizes revenue from product sales at the time of shipment and passage of title. We only offer our customers the right to return products that do not function properly within a limited time after delivery. While such returns have historically been insignificant and within our expectations, we cannot guarantee that we will continue to experience the same return rates that we have in the past. Any significant increase in product failure rates, including our newly introduced wireless products, and the resulting credit returns could have a material adverse impact on our operating results for the period or periods in which such returns materialize.

Accounts Receivable

We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. The amount of our reserves is based on historical experience and our analysis of the accounts receivable balances outstanding. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required which would result in an additional general and administrative expense in the period such determination was made. While such credit losses have historically been within our expectations and the provisions established, we cannot guarantee that we will continue to

experience the same credit loss rates that we have in the past, which could adversely affect our operating results.

Inventories

We value our inventory at the lower of the actual cost to purchase and/or manufacture or the current estimated market value of the inventory. We regularly review inventory quantities on hand and record a provision for excess and obsolete inventory based primarily on our estimated forecast of product demand and production requirements for the next twelve months. A significant increase in the demand for our products could result in a short-term increase in the cost of inventory purchases while a significant decrease in demand could result in an increase in the amount of excess inventory quantities on hand. Additionally, our estimates of future product demand may prove to be inaccurate, in which case we may have understated or overstated the provision required for excess and obsolete inventory. In the future, if our inventory is determined to be overvalued, we would be required to recognize such costs in our cost of goods sold at the time of such determination. Likewise, if our inventory is determined to be undervalued, we may have over-reported our costs of goods sold in previous periods and would be required to recognize such additional operating income at the time of sale of the related inventory. Therefore, although we make every effort to ensure the accuracy of our forecasts of future product demand, any significant unanticipated changes in demand or technological developments could have a significant impact on the value of our inventory and our reported operating results.

Property, Plant and Equipment

The Company periodically reviews the recoverability of its long-lived assets using the methodology prescribed in SFAS No. 144. The Company also reviews these assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted future net cash flows from the operations to which the assets relate, based on management's best estimates using appropriate assumptions and projections at the time, to the carrying amount of the assets. If the carrying value is determined not to be recoverable from future operating cash flows, the asset is deemed impaired and an impairment loss is recognized equal to the amount by which the carrying amount exceeds the estimated fair value of the asset. Significant changes in the Company's operations, such as those occurring in the LP Stacking market in fiscal 2004, result in changes to our estimated future cash flows. Such changes necessitated asset write-downs of approximately $1.2 million in fiscal 2004.

Goodwill

We review the recoverability of the carrying value of goodwill on an annual basis or more frequently when an event occurs or circumstances change to indicate that an impairment of goodwill has possibly occurred. Since we operate in a single business segment as a single business unit, the determination of whether any potential impairment of goodwill exists is based on a comparison of the fair value of the entire Company to the carrying value of our net assets. In estimating the fair value of the entire Company, we review the average and closing stock prices for our Common Stock, as well as other factors. If the fair value of the entire Company is determined to be less than the carrying value of our net assets, we could be required to record an impairment loss for our goodwill that could have a material adverse impact on our operating results for the period in which such charge was recorded. As of February 29, 2004, the carrying value of our goodwill was approximately $4.5 million and no impairment existed based on the Company's most recent analysis.

Deferred Taxes

We recognize deferred tax assets and liabilities based on the differences between the financial statement carrying values and the tax bases of assets and liabilities. DPAC regularly reviews its deferred tax assets for recoverability and establishes a valuation allowance based on historical taxable income, projected future taxable income, and the expected timing of the reversals of existing temporary differences. During the third quarter, we experienced an significant decrease on our operating results, which continued throughout the second half of the year. During the third quarter of fiscal year 2004, we determined it was more likely then not that we would not be able to recover such net deferred tax assets and we recorded a valuation allowance against all of our net deferred tax assets which substantially increased our effective tax rate for this period and the entire fiscal year. Any significant changes in statutory tax rates or changes in our assessment of deferred tax asset recoverability could have a material impact on the value of our deferred tax assets and liabilities, and our reported financial results.

Stock Based Compensation

The Company accounts for employee stock-based compensation under the "intrinsic value" method prescribed in Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees ("APB 25"), as opposed to the optional "fair value" method prescribed by Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation ("SFAS 123"). Pursuant to the provisions of APB 25, we generally do not record an expense for the value of stock-based awards granted to employees. If proposals currently under consideration by various accounting standards organizations and governmental authorities are adopted, we may be required to treat the value of stock-based awards granted to employees as compensation expense in the future, which could have a material adverse impact on our reported operating results and could negatively impact the price of our Common Stock. If these proposals are adopted, we could decide to reduce the number of stock-based awards granted to employees in the future, which could adversely impact our ability to attract qualified candidates or retain existing employees without increasing their cash compensation and, therefore, have a material adverse effect on our business, results of operations and financial condition.

Results of Operations

The following table summarized DPAC's results of operations as a percentage of net sales for the three fiscal years ended February 28, 2003.

			As a Percentage of Net Sales Fiscal Years Ended February 28,
			2004(1)		2003		2002
NET SALES			100.00	%	100.00	%	100.00	%
TOTAL COST OF SALES			92.73	%	74.50	%	66.90	%
GROSS PROFIT			7.27	%	25.50	%	33.10	%
OPERATING EXPENSES:
	Selling, general and administrative		26.17	%	17.70	%	18.10	%
	Research and development		14.46	%	6.00	%	6.20	%
	Restructuring and impairment charges		13.56	%
	Goodwill amortization		0	%	0	%	2.60	%

		Total operating expenses	54.19	%	23.70	%	26.80	%
(LOSS) INCOME FROM OPERATIONS			(46.92	)%	1.80	%	6.30	%
OTHER INCOME, net			0.11	%	0.10	%	0.10	%

(LOSS) INCOME BEFORE INCOME TAX PROVISION			(46.81	)%	1.90	%	6.40	%
INCOME TAX PROVISION (BENEFIT)			24.35	%	(5.20	)%	0.00	%

NET (LOSS) INCOME			(71.16	)%	7.10	%	6.40	%

(1): Fiscal year 2004 ended on February 29

FISCAL YEAR 2004 COMPARED TO FISCAL YEAR 2003

Net Sales

Fiscal year 2004 net sales of $19,567,000 decreased by $14,922,000 or 43% from fiscal year 2003 net sales of $34,489,000. Stacking revenues containing purchased memory, or "memory stacking", involves DPAC purchasing memory chips, stacking them, and then selling the stacked product to the customer. In these cases where the costs of memory chips are included in the sales price of products, the Company will purchase material for the commercial order concurrently with finalizing the sales price thereof, in order to avoid any price volatility in the components. Revenues from memory stacking may vary significantly from period to period based not only on quantities shipped but also on the current market price of purchased memory. The balance of commercial stacking revenues is from "service stacking", where customers provide us with consigned memory chips and we provide services to configure and stack the memory to customer specifications. As there is no memory chip component cost to service stacking, revenues per unit are significantly lower than revenues per unit of memory stacking sales. Of total revenue in fiscal year 2004, approximately 69% ($13,500,000) related to memory stacking and approximately 14% ($2,700,000) to service stacking, as compared with 61% ($21,000,000) and 18% ($6,200,000), respectively, in fiscal year 2003. This increase was caused by a change in customer mix, where a higher percentage of our sales were to customers using purchased memory.

During the fiscal year the quantity of LP Stacks sold decreased by 36% or approximately 1,100,000 stacks. The decrease in net sales was primarily due to the following factors:

Decrease stacking units sold due to technology changes- The decrease can be attributed to a change in technology to a lower profile DIMM memory module, which makes the configuration of our stack more difficult for our customer to use.

Competitors entering the stacking market- There were several new competitors that entered the market place, primarily the semiconductor companies. Companies like Samsung and Infineon, we believe currently hold greater than 50% of the stacking market. This is due to their business model focused on moving memory as their primary purpose and using stacking as one method to accomplish that purpose. Therefore stacking is an additional feature that can be incorporated into the end product instead of a value added proposal.

Decrease of average selling prices- As more competitors entered the market, and DRAM prices decreased, pricing became a larger overall factor in the competitive market. Customers were able to obtain competitive price quotes and obtain lower prices associated with the stacking service. DPAC experienced a decrease in overall pricing of our stacking model by approximately 20% from the prior fiscal year.

DRAM memory price fluctuation- The DPAC model will either charge for the service of stacking or buy the memory from the customer and then charge for the stacking service and the memory. The overall decrease in the service portion of the stacking business decreased by 55% which represented approximately 14% of net sales. The memory component portion of the stacking business represented 69% of the business and due primarily to the decrease in stacking volume and declining DRAM prices, the memory component of revenues decreased by 36% from the previous year.

The other DPAC product lines include ceramic-based memory products as well as system products for the telecommunications and defense industry. Our revenue decreased in these areas by $2.6 million or 15%, compared to a decrease of $1.6 million or 22% in fiscal year 2003. The ceramic based product decreased as DPAC is longer investing in building this portion of the business as it relates to longer-term sub-contract business with the government. Additionally, the other product lines have decreased emphasis as the new wireless product was being developed and marketed.

Royalty revenues increased by 15% during fiscal year 2004, from $142,000 in fiscal 2003 to $164,000 in fiscal 2004.

Export sales represented 12% of total revenue for fiscal year 2004 as compared to 23% of revenue for fiscal year 2003, as a significant European customer decreased sales volume in FY2004.

Sales of the wireless products were approximately $100,000 in fiscal year 2004. There were no sales of wireless product in the previous fiscal years.

Cost of Sales

Cost of sales for fiscal year 2004 was $18,144,000 or 93% of sales, as compared to $25,693,000 or 75% for fiscal year 2003. The increase in cost of sales as a percentage of revenue is due to the following factors:

Reduction in carrying value of production equipment—During the fiscal year, certain excess equipment was sold and an analysis of future cash flows from the industrial, defense and aerospace business as well as the LP-Stacking business was performed. Based on the changes in those markets, we reduced the carrying value of the production equipment by $1,043,000 to recognize the loss on assets sold and reduce the value of the remaining equipment to estimated fair value. This expense is included in cost of sales for the fiscal year ended February 29, 2004. Additionally, commencing in fiscal year 2005, we will depreciate the balance of the LP Stacking equipment over a twelve month period, to match the estimated life remaining with this technology.

Percentage of business related to memory stacking—This relates to the increased percentage of revenues from commercial products for which we purchased the memory components. The cost of purchased memory is passed through to the customer, but does not contain a significant profit element. Thus, while there is not an impact on total margin, the gross margin percent is impacted by purchased memory content. For fiscal year 2004, approximately $13,557,000 (69% of overall revenue) of commercial orders contained procured memory as compared to $21,154,000 (61% of overall revenue) for fiscal year 2003. The balance of the commercial orders had consigned memory associated with the sale.

Factory overhead included in cost of sales— Included in cost of sales are the factory overhead factors such as rent, utilities and factory supervisors. As the revenue decreases, the fixed factory costs

do not decrease significantly. Therefore as a percentage of sales, this factory overhead will increase as a percentage of sales.

Decrease in average selling price— Additionally, margins were negatively impacted by the 20% decrease in average selling prices discussed above. We anticipate that average sales prices will continue to decline in fiscal year 2005 as new technology replaces our LP Stack product and legacy product lines.

Selling, General and Administrative Expenses

Selling, general and administrative (SG&A) expenses decreased by $989,000 or 16% in fiscal year 2004 to $5,121,000 from $6,110,000 in fiscal year 2003. SG&A expense, as a percentage of net sales was approximately 26% in fiscal year 2004 as compared to 18% in fiscal year 2003 (principally attributable to the decrease in net sales). The decrease in dollar amount is primarily attributed to the following expenses as compared to the same accounts for the previous fiscal year:

Acquisition search costs—During fiscal year 2003, DPAC incurred acquisition search costs of $280,000. During fiscal year 2004, there were no significant costs associated with acquisition search costs.

General and administrative payroll and bonuses—During the second half of fiscal year 2004, bonuses were ceased and reduced salaries were implemented for senior executives. This resulted in a reduction in expense of approximately $388,000 from the previous year expense.

Sales and marketing payroll expense—During fiscal year 2004, sales and marketing payroll decreased by approximately $628,000. This was due to a maturing market for the stacking business and the wireless product line still being in the development stage and not yet into the sales cycle. The sales efforts for the LP Stacking product line were reduced, as well as commission expense during the fiscal year. Additionally, due to the reduction of sales of the stacking product, bonuses were significantly reduced during the fiscal year. Towards the end of the fiscal year, efforts increased to hire additional personnel to market and sell the wireless product line.

Investor relations expense—During fiscal year 2004, we brought the investor relations function in house and absorbed the responsibilities with existing employees. This resulted in a reduction in investor relations expense of approximately $167,000 as compared to the previous fiscal year.

Rent expense—During the second quarter of fiscal year 2004, the lease in the Laguna Hills expired, resulting in a reduction of rent expense from the previous year of approximately $100,000.

Litigation expense—During fiscal year 2004, the Company's litigation expense increased by approximately $308,000, which includes the settlement, as compared to the costs incurred in fiscal year 2003. The Company settled its patent litigation during fiscal year 2004, and will not incur additional legal costs associated with that litigation. The Company filed suit against the equipment manufacturer of the DuraStack during the fiscal fourth quarter and will incur legal fees during fiscal year 2005 associated with this suit.

Other changes in SG & A expenses—Other SG & A expenses increased $270,000 over the prior year principally associated with increased insurance premiums.

Research and Development Expense

Research and development expense was $2,829,000, or 14% of net sales, in fiscal year 2004 and $2,061,000, or 6% of net sales in fiscal year 2003. This represents an increase of $768,000 or 37% in fiscal year 2004 from fiscal year 2003. The investment in research and development is primarily due to the efforts associated with the new wireless product lines and the increased use of personnel to develop

the new technology. Our initial wireless product was released in September 2003. Our research and development efforts for fiscal year 2005 will focus on developing new wireless and related products.

Restructuring and Impairment Charges:

These expenses relate to the following items:

Severance expense—During fiscal year 2004, the contract with the CEO of DPAC was terminated. The severance expense related to this event was $1,082,000 (of which $186,000 related to the acceleration of stock options), which was expensed in the fourth quarter of fiscal year 2004. This severance will be paid over the next 24 months. Additionally, associated with a reduction of staff during the fiscal year, we incurred severance related costs of approximately $292,000, of which $94,000 related to accelerated stock option grants.

Lease Termination expense—A charge of $321,000 was recorded relating to the cancellation of a lease entered into for a new facility in Costa Mesa, that the Company terminated prior to occupying in fiscal 2004 due to the downsizing of its operations.

Provision for Impairment of DuraStack Equipment—During fiscal year 2004, DPAC incurred $958,000 in an asset impairment charge relating to the write off of the DuraStack equipment, which was planned to produce a new product by the Company. During the fourth quarter of fiscal year 2004, the Company was notified by the equipment vendor that the DuraStack™ automated production equipment would not meet the requirements of the volume through-put and yield. On March 5, 2004, the Company announced that it had ceased development of the DuraStack™ product because the cost and time required to attain the yield and throughput targets made the continued development effort uneconomical. As part of the impairment write-off, during the fourth fiscal quarter, DPAC recognized $958,000 relating to the DuraStack production equipment and related assets. No salvage value was recognized as part of the write-off.

See Note 6 of the Notes to Financial Statements for additional discussion of our restructuring and impairment changes.

Interest Income and Expense

Overall, net interest income decreased by $20,000 or 49% from the previous fiscal year. Individually, interest expense decreased $38,000 or 52% from $73,000 in fiscal year 2004 to $35,000 in fiscal year 2003, due to the reduction of long-term debt during the fiscal year. Interest income decreased by $57,000 or 51% from $114,000 in fiscal year 2003 to $56,000 in fiscal year 2004, due to the decline in interest rates that we were able to earn on our short term investments as well as a reduction in the cash balance that is eligible to earn interest.

Income Tax Provision

The Company recognized deferred tax assets and liabilities based on the differences between the financial statement carrying values and the tax bases of assets and liabilities. The Company exercises significant judgment relating to the projection of future taxable income to determine the recoverability of any tax assets recorded on the balance sheet. DPAC regularly reviews its deferred tax assets for recoverability and establishes a valuation allowance based on historical taxable income, projected future taxable income, and the expected timing of the reversals of existing temporary differences. To the extent that recovery is not believed to be more likely than not, a valuation allowance is established. During the fiscal year 2004, the Company established a full valuation allowance for its net deferred tax assets, resulting in a charge to 2004 fiscal earnings of $4.8 million. In fiscal year 2003, the Company reversed a valuation allowance on its deferred tax assets totaling $5,279,915. Based on the nature of the underlying deferred tax assets, the reversal of the valuation allowance resulted in an increase to

additional paid-in capital of $2,701,701, a reduction of Goodwill in the amount of $254,200, and a net income tax benefit of $2,324,014.

The valuation allowance was calculated in accordance with the provisions of Statement of Financial Accounting Standards ("SFAS") No. 109, Accounting for Income Taxes ("SFAS109"), which requires an assessment of both negative and positive evidence when measuring the need for a valuation allowance. Evidence evaluated by management included operating results during the most recent three-year period and future projections, with more weight given to historical results than expectations of future profitability, which are inherently uncertain. The Company's net losses incurred since the quarter ended November 30, 2002 represented sufficient negative evidence to require a full valuation allowance against its net deferred tax assets under SFAS 109. This valuation allowance will be evaluated periodically and could be reversed partially or totally if business results have sufficiently improved to support realization of our deferred tax assets.

Fiscal Year 2003 Compared to Fiscal Year 2002

Fiscal year 2003 net sales of $34,489,000 increased by $3,984,000 or 13% from fiscal year 2002 net sales of $30,505,000. The increase in net sales was primarily due to a change in product mix toward a greater percentage of commercial stacking revenue that contained purchased memory and a lesser percentage containing memory supplied by our customers. Stacking revenues containing purchased memory, or "memory stacking", involves DPAC purchasing memory chips, stacking them, and then selling the stacked product to the customer. In these cases where the costs of memory chips are included in the sales price of products, the Company will purchase material for the commercial order concurrently with finalizing the sales price thereof, in order to avoid any price volatility in the components. Revenues from memory stacking may vary significantly from period to period based not only on quantities shipped but also on the current market price of purchased memory. The balance of commercial stacking revenues is from "service stacking", where customers provide us with consigned memory chips and we provide services to configure and stack the memory to customer specifications. As there is no memory chip component cost to service stacking, revenues per unit are significantly lower than revenues per unit of memory stacking sales. Of total revenue in fiscal year 2003, approximately 61% related to memory stacking and 18% to service stacking, as compared with 40% and 34%, respectively, in fiscal year 2002. This increase was caused by a change in customer mix, where a higher percentage of our sales were to customers using purchased memory.

The unit quantity of commercial stacks shipped during the year increased by 5% over the previous fiscal year, offset by a decrease in the average selling price of approximately 18% for commercial stacking services. Exclusive of memory content, this resulted in a net decrease in commercial stacking revenues of $1,946,000 or 14% in fiscal year 2003 over fiscal year 2002. Royalty revenues decreased by $429,000 during fiscal year 2003.

Export sales represented 23% of total revenue for fiscal year 2003 as compared to 12% of revenue for fiscal year 2002, as a European customer established during FY2002 increased sales volume in FY2003.

Cost of sales for fiscal year 2003 was $25,693,000 or 75% of sales, as compared to $20,417,000 or 67% for fiscal year 2002. The increase in cost of sales percent is directly related to the increased percentage of revenues from commercial products for which we purchased the memory components. The cost of purchased memory is passed through to the customer, but does not contain a significant profit element. Thus, while there is not an impact on total margin, the gross margin percent is impacted by purchased memory content. For fiscal year 2003, approximately $21,154,000 of commercial orders contained procured memory as compared to $12,339,000 for fiscal year 2002. The balance of the commercial orders had consigned memory associated with the sale. Additionally, margins were

negatively impacted by the decrease in average selling prices discussed above. We anticipate that average sales prices will continue to decline in fiscal year 2004.

Selling, general and administrative (SG&A) expenses increased by $597,000 or 11% in fiscal year 2003 to $6,110,000 from $5,513,000 in fiscal year 2002. SG&A expense, as a percentage of net sales was approximately 18% in both fiscal years. The increase in dollar amount is primarily attributed to incurred acquisition search costs of $280,000 and increased levels of compensation related expenses of $302,000 for fiscal year 2003.

The Company adopted the provisions of SFAS No. 142 on March 1, 2002. As a result, the Company has ceased amortization of goodwill, reducing annual amortization expense by $778,000. Amortization of goodwill was $0 in fiscal year 2003 and $778,000 in fiscal year 2002. See "New Issued Accounting Pronouncements".

Research and development expense was $2,061,000, or 6% of net sales, in fiscal year 2003 and $1,878,000, or 6% of net sales in fiscal year 2002. This represents an increase of $183,000 or 10% in fiscal year 2003 from fiscal year 2002. The continued investment in research and development is primarily due to continued efforts to allocate resources to the development and production of unique new technologies. The Company is continuing to invest in research and development for new products in the advanced technology marketplace. See "Forward-looking Statements".

Interest expense decreased $67,000 or 48% from $140,000 in fiscal year 2002 to $73,000 in fiscal year 2003, due to the reduced balances of capital leases outstanding during the year. Interest income decreased by $67,000 or 37% from $181,000 in fiscal year 2002 to $114,000 in fiscal year 2003, due to the decline in interest rates that we were able to earn on our short term investments.

In fiscal year 2003, the Company reversed a valuation allowance on its deferred tax assets totaling $5,279,915. Based on the nature of the underlying deferred tax assets, the reversal of the valuation allowance resulted in an increase to additional paid-in capital of $2,701,701, a reduction of Goodwill in the amount of $254,200, and a net income tax benefit of $2,324,014. The reversal is the result of the Company's history of operating profitability and the determination by management that the future realization of the net deferred tax assets was judged to be more likely than not. The Company exercises significant judgment relating to the projection of future taxable income to determine the recoverability of any tax assets recorded on the balance sheet. If judgments regarding recoverability of deferred tax assets are not accurate, the Company could be required to record additional reserves against deferred tax assets in future periods. The Company had an income tax provision of $2,400 in fiscal year 2002.

LIQUIDITY AND CAPITAL RESOURCES

Our primary source of liquidity during the current year ended February 29, 2004 was cash on hand which was generated from prior years operations. Liquidity in the prior fiscal years came primarily from operations. Cash provided (used) by operating activities was $(2,665,000), $3,116,000 and $3,447,000 in fiscal years 2004, 2003 and 2002, respectively. The fiscal year 2004 net loss was partially offset by non-cash charges totaling $8,389,000 and net changes in operating assets and liabilities totaling $4,927,000. Fiscal years 2003 and 2002 substantially consisted of net income and depreciation and amortization, partially offset by net changes in operating assets and liabilities of $786,000 and $789,000, respectively.

Cash used in investing activities was $984,000, $726,000, and $2,050,000 in fiscal years 2004, 2003 and 2002, respectively. Cash payments related to the PEP acquisition consisted of a $1,546,000 payment in fiscal year 2002. Cash used for the purchase of manufacturing and test equipment, computers and tooling was $688,000, $726,000, and $504,000 for fiscal years 2004, 2003 and 2002, respectively. We do not have any material commitments or plans for significant capital expenditures in the fiscal year ending February 28, 2005.

On May 6, 2004, DPAC Technologies reached an agreement with Twilight Technologies Corp., a California Corporation, to sell DPAC's industrial, defense and aerospace (IDA) memory product line. The agreement sold the rights to the license the technology, and the purchased of the product line, inventory and certain assets for $333,000 in cash, as well as a future additional consideration based on the revenues of the product line for the next two years. The amount of the additional consideration cannot yet be determined

Net cash used in financing activities was $71,000, $452,000 and $486,000 in fiscal years 2004, 2003 and 2002, respectively. The primary uses of funds for financing activities consist of principal payments on long-term debt of $357,000, $509,000, and $528,000 in fiscal years 2004, 2003 and 2002, respectively. The primary sources of funds from financing activities are proceeds from the issuance of common stock associated with the exercise of stock options of $286,000, $82,000, and $149,000 in fiscal years 2004, 2003 and 2002, respectively.

As of February 29, 2004, our future commitments under capital leases through fiscal year 2007 were $460,000. As of April 15, 2004, we were in compliance with the covenants, terms and conditions of our leases and debt instruments.

Additionally, we have an available credit facility with a financial institution, for up to three million dollars, based on eligible accounts receivable. There is a one million non-accountable draw provision in the credit facility. The credit facility bears interest at the bank's prime plus ¹/2(4¹/2% at February 29, 2004) and expires in August 2004. The Company must also meet certain financial ratios, which we were in compliance with at February 29, 2004. There were no amounts outstanding under this credit facility as of February 29, 2004 and the Company did not utilize the facility in fiscal year 2004. The Company is currently evaluating the need for a credit facility after August 2004. There can be no assurance that another credit facility would be available to the Company.

We ended fiscal year 2004 with a cash balance of $4,477,000, working capital of $4,276,000 and a current ratio of 2.8 to 1.0. This compares to a cash balance of $8,197,000, working capital of $10,300,000 and a current ratio of 5.6 to 1.0 at the end of fiscal year 2003.

On May 6, 2004, the Company completed a private placement of common stock of $2.0 million, which will net the Company approximately $1.8 million. Along with this, DPAC will issue approximately 2.48 million shares of common stock to the investors, along with three warrants. The Series A warrants expire in five years and are for approximately 1.24 million additional shares of common stock to the investors at $1.24 per share. The Series B warrants expire in 320 days from the effective registration date and are for approximately 1.03 million additional shares of common stock to the investors at $.97 per share. The placement agent will receive warrants that will expire in five years and are for approximately 238,000 additional shares at $1.07 per share. The warrants are callable under certain conditions.

Management believes that the cash position and the net proceeds of the common stock offering, together with the proceeds of the sale of the industrial, defense and aerospace product line, should be sufficient to implement management's plan to transition the Company's primary source of revenue from memory stacking to new wireless products. Management believes that the above plans will meet our cash needs for at least the next twelve months.

The actual amount and timing of working capital and capital expenditures that we may incur in future periods may vary significantly and will depend upon numerous factors, including the amount and timing of the receipt of revenues from operations, any potential acquisitions or divestitures, an increase in manufacturing capabilities, the timing and extent of the introduction of new products and services and growth in personnel and operations. There can be no assurance that additional financing will be available when needed on terms favorable to the Company, if at all. If internally generated funds are

inadequate, we may scale back expenditures or seek other financing, which might include sales of equity securities that could dilute existing shareholders. See "Cautionary Statements."

Tabular Disclosure of Contractual Obligations.

As of February 29, 2004, expected future cash payments related to contractual obligations and commercial commitments were as follows:

Contractual Obligations		Total		Less than 1 year		1-3 years
Capital Lease Obligations		$	460,000	$	185,000	$	275,000
Operating Lease Obligations			973,000		336,000		637,000
Purchase Obligations			372,000		372,000		—
Employment Agreements			907,000		472,000		435,000

	Total	$	2,712,000	$	1,365,000	$	1,347,000

New Accounting Pronouncements

In November 2002, the FASB issued Interpretation No. 45, Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees and Indebtedness of Others ("FIN 45"). FIN 45 elaborates on the disclosures to be made by the guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued. It also requires that a guarantor recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The Company adopted the disclosure provisions of FIN 45 during the fourth quarter of fiscal 2003 and the recognition provisions of FIN 45 effective March 4, 2004. Such adoption did not have a material impact on our financial statements.

In January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities ("VIE's")("FIN 46"). In general, a variable interest entity is a corporation, partnership, trust or any other legal structure used for business purposes that either (a) does not have equity investors with voting rights or (b) has equity investors that do not provide sufficient financial resources for the entity to support its activities. FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The consolidation requirements of FIN 46 apply immediately to variable interest entities created after January 31, 2003. With respect to variable interest entities created before January 31, 2003, in December 2003 the FASB issued FIN 46R which, among other things, revised the implementation date to first fiscal years or interim periods ending after March 15, 2004, with the exception of Special Purpose Entities ("SPE's"). The consolidated requirements apply to all SPEs or VIEs, in the first fiscal year or interim period ending after December 15, 2003. As the Company has determined that it does not have any SPEs to which these interpretations apply, the Company will adopt FIN 46R in the first quarter of fiscal 2005. The Company does not believe that the adoption of FIN 46R will have a material impact on its consolidated financial statements.

In May 2003, the FASB issued Statement of Financial Accounting Standards, Accounting for Certain Instruments with Characteristics of Both Liabilities and Equity ("SFAS 150"), which establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. SFAS 150 requires that an issuer classify a financial instrument that is within its scope, which may have previously been reported as equity, as a liability (or an asset in some circumstances). In November 2003, the FASB issued FASB Staff Position (FSP) No. 150-3 which deferred the effective dates for applying certain provisions of SFAS No. 150 related to mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests for public and nonpublic entities. This statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The Company adopted the provisions of SFAS 150, effective June 1, 2003, and such adoption did not have a material impact on its financial condition

Inflation

Management believes that inflation has not had a significant impact on the price of our products, the cost of our materials, or our operating results for any of the three years ended February 28, 2004.

RISK FACTORS

Cautionary Statements

Statements in this Report that are not historical facts, including all statements about our business strategy or expectations, or information about new and existing products and technologies or market characteristics and conditions, are forward-looking statements that involve risks and uncertainties. These include, but are not limited to, the factors described below which could cause actual results to differ from those contemplated by the forward-looking statements.

Product Development and Technological Change

The wireless and memory module industries are characterized by rapid technological change and are highly competitive with respect to timely product innovation. Our memory and wireless products are subject to obsolescence or price erosion because competitors are continuously introducing technologies with the same or greater capacity as our technology. As a result, wireless products may have a product life of not more than one to three years.

Our future success depends on our ability to develop new wireless products and product enhancements to keep up with technological advances and to meet customer needs. Any failure by us to anticipate or respond adequately to technological developments and customer requirements, or any significant delays in product development, firmware or software development, or introduction of wireless technologies could have a material adverse effect on our financial condition and results of operations. Additionally, the Company could incur additional operating costs with the introduction of new products.

There can be no assurance that we will be successful in planned product development or marketing efforts, or that we will have adequate financial or technical resources for planned product development and promotion.

Uncertainty of Market Acceptance or Profitability of New Products

The introduction of new products, such as our product for the wireless marketplace, could require the expenditure of an unknown amount of funds for research and development, tooling, software development, manufacturing processes, inventory and marketing. In order to successfully develop

products, we will need to successfully anticipate market needs and may need to overcome rapid technological change and competition. In order to achieve high volume production, we will need to out-source production to third parties or enter into licensing arrangements and be successful in the management of sub-contractors overseas. We are inexperienced in the wireless industry, and our plans in that industry are unproven. We have limited marketing capabilities and resources and are dependent upon internal sales and marketing personnel and a network of independent sales representatives for the marketing and sale of our products. There can be no assurance that our products will achieve or maintain market acceptance, result in increased revenues, or be profitable.

Parts Shortages and Over-Supplies and Dependence on Suppliers

The electronics and components industry is characterized by periodic shortages or over-supplies of parts that have in the past and may in the future negatively affect our operations. We are dependent on a limited number of suppliers for wireless and semiconductor devices used in our products, and we have no long-term supply contracts with any of them.

Due to the cyclical nature of these industries and competitive conditions, we, or our sub-contractors, may experience difficulties in meeting our supply requirements in the future. Any inability to obtain adequate deliveries of parts, either due to the loss of a supplier or industry-wide shortages, could delay shipments of our products, increase our cost of goods sold and have a material adverse effect on our business, financial condition and results of operations.

Credit Risks and Dependence on Major Customers

We will be granting credit to customers in a variety of commercial industries. Credit is extended based on an evaluation of the customer's financial condition and collateral is not required. Estimated credit losses are provided for in the financial statements. Prior years have had a substantially large customers as part of the accounts receivable balance. During the year ended February 29, 2004, sales to two major customers accounted for 53% and 13% of net sales. Accounts receivable from these two customers account for 60% of total net accounts receivable at February 29, 2004. During the year ended February 28, 2003, sales to two major customers accounted for 33%, 23% of net sales. Accounts receivable from these two customers accounted for 30% of total accounts receivable at February 28, 2003. During the year ended February 28, 2002, 56% of net sales were to three major customers. Accounts receivable from these customers accounted for 46% of total net accounts receivable at February 28, 2002. Our inability to collect receivables from any of these customers could have a material adverse effect on our business, financial condition, and results of operations.

The model for accounts receivable for wireless customers may change to a larger customer base and smaller average receivables. Although we have a significant customer, many of our receivables may come from smaller, higher risk development companies.

Intellectual Property Rights

Our ability to compete effectively is dependent on our proprietary know-how, technology and patent rights. We hold U.S. patents on certain aspects of our three-dimensional stacking technology and have applied for additional patents in the wireless area. There can be no assurance that our patent applications will be approved, that any issued patents will afford our products any competitive advantage or that any of our products will not be challenged or circumvented by third parties, or that patents issued to others will not adversely affect the sales, development or commercialization of our present or future products.

We are involved from time to time in claims and litigation over intellectual property rights, which may adversely affect our ability to manufacture and sell our products.

The electronics and the wireless industry is characterized by vigorous protection and pursuit of intellectual property rights. We believe that it may be necessary, from time to time, to initiate litigation against one or more third parties to preserve our intellectual property rights. In addition, from time to time, we have received, and may continue to receive in the future, notices that claim we have infringed upon, misappropriated or misused other parties' proprietary rights, which claims could result in litigation. Such litigation would likely result in significant expense to us and divert the efforts of our technical and management personnel. In the event of an adverse result in such litigation, we could be required to pay substantial damages, cease the manufacture, use and sale of certain products, expend significant resources to develop non-infringing technology, discontinue the use of certain processes or obtain licenses to use the infringed technology. Such a license may not be available on commercially reasonable terms, if at all. Our failure to obtain a license or our failure to obtain a license on commercially reasonable terms could cause us to incur substantial costs and suspend manufacturing products using the infringed technology. If we obtain a license, we would likely be required to make royalty payments for sales under the license. Such payments would increase our costs of revenues and reduce our gross profit. In addition, any litigation, whether as plaintiff or as defendant, would likely result in significant expense to us and divert the efforts of our technical and management personnel, whether or not such litigation is ultimately determined in our favor. In addition, the results of any litigation are inherently uncertain.

Management of Growth or Diversification

Successful expansion or diversification of the Company's operations will depend on the ability to obtain new customers, to attract and retain skilled management and other personnel, to secure adequate sources of supply on commercially reasonable terms and to successfully manage new product introductions. To manage growth or diversification effectively, we will have to continue to implement and improve our operational, financial and management information systems, procedures and controls. As we expand or diversify, we may from time to time experience constraints that will adversely affect our ability to satisfy customer demand in a timely fashion. Failure to manage growth or diversification effectively could adversely affect our financial condition and results of operations.

Competition

There are companies that offer or are in the process of developing similar type of wireless product, including Lantronix, Digi-International and others. There are several companies that offer three-dimensional products, including ChipPac, SimpleTech, Staktek, Samsung, Infineon, Elpedida and others. Some of such companies have greater financial, manufacturing and marketing capabilities than we have. We could also experience competition from established and emerging network companies. There can be no assurance that our products will be competitive with existing or future products, or that we will be able to establish or maintain a profitable price structure for our products.

We expect to face competition from existing competitors and new and emerging companies that may enter our existing or future markets with similar or alternative products, which may be less costly or provide additional features. In addition, some of our significant suppliers are also our competitors, many of whom have the ability to manufacture competitive products at lower costs as a result of their higher levels of integration. We also face competition from current and prospective customers that evaluate our capabilities against the merits of manufacturing products internally. Competition may arise due to the development of cooperative relationships among our current and potential competitors or third parties to increase the ability of their products to address the needs of our prospective customers. Accordingly, it is possible that new competitors or alliances among competitors will emerge and rapidly acquire significant market share.

We expect our competitors will continue to improve the performance of their current products, reduce their prices and introduce new products that may offer greater performance and improved

pricing, any of which could cause a decline in sales or loss of market acceptance of our products. In addition, our competitors may develop enhancements to or future generations of competitive products that may render our technology or products obsolete or uncompetitive.

Product Liability

In the course of our business, we may be subject to claims for product liability for which our insurance coverage is excluded or inadequate.

Variability of Gross Margin

Gross profit as a percentage of sales was 7% for fiscal year ended February 29, 2004 as compared to 26% for the fiscal year ended February 28, 2003, and 33% for the fiscal year ended February 28, 2002. Any change in the gross margins can typically be attributed to the type of products, and the amount of purchased memory included in sales during the year as well as the amount of royalty income generated during the periods. As we market our products the product mix may be different and result in changes in the gross margin.

We expect that our net sales and gross margin may vary significantly based on these and other factors, including the mix of products sold and the manufacturing services provided, the channels through which our products are sold, changes in product selling prices and component costs, the level of manufacturing efficiencies achieved and pricing by competitors. The selling prices of our products may decline depending upon the price changes of our cost of sales, which would have a material adverse effect on our net sales and could, have a material adverse effect on our business, financial condition and results of operation. Accordingly, our ability to maintain or increase net sales will be highly dependent upon our ability to increase unit sales volumes of existing products and to introduce and sell new products in quantities sufficient to compensate for the anticipated declines in selling prices. Declining product-selling prices may also materially and adversely affect our gross margin unless we are able to reduce our cost per unit to offset declines in product selling prices. There can be no assurance that we will be able to increase unit sales volumes, introduce and sell new products or reduce our cost per unit. We also expect that our business may experience significant seasonality to the extent it sells a material portion of our products in Europe (due to vacation cycles) and to the extent, our exposure to the personal computer market remains significant.

Our average sales prices have historically declined, and we anticipate that the average sales prices for our products will continue to decline and could negatively impact our gross profit margins.

Decline of Demand for Product Due to Downturn of Related Industries

We may experience substantial period-to-period fluctuations in operating results due to factors affecting the wireless, computer, telecommunications and networking industries. From time to time, each of these industries has experienced downturns, often in connection with, or in anticipation of, declines in general economic conditions. A decline or significant shortfall in growth in any one of these industries or a technology shift, could have a material adverse impact on the demand for our products, and therefore, a material adverse effect on our business, financial condition and results of operations. There can be no assurance that our net sales and results of operations will not be materially and adversely affected in the future due to changes in demand from individual customers or cyclical changes in the wireless, computer, telecommunications, networking or other industries utilizing our products.

International Sales

In fiscal year 2004, approximately 12% of our sales were export sales, primarily to Western Europe as compared to 23% in fiscal 2003 and 12% in fiscal year 2002. Foreign sales are made in U.S. dollars.

The increase was primarily due to the addition of a significant new international customer in fiscal year 2002 and can change from year to year. International sales may be subject to certain risks, including changes in regulatory requirements, tariffs and other barriers, timing and availability of export licenses, political and economic instability, difficulties in accounts receivable collections, natural disasters, difficulties in staffing and managing foreign subsidiary and branch operations, difficulties in managing distributors, difficulties in obtaining governmental approvals for telecommunications and other products, foreign currency exchange fluctuations, the burden of complying with a wide variety of complex foreign laws and treaties, potentially adverse tax consequences and uncertainties relative to regional, political and economic circumstances. Moreover and as a result of currency changes and other factors, certain of our competitors may have the ability to manufacture competitive products in Asia at lower costs than we can manufacture them.

We are also subject to the risks associated with the imposition of legislation and regulations relating to the import or export of high technology products. We cannot predict whether the United States or other countries will implement quotas, duties, taxes or other charges or restrictions upon the importation or exportation of our products. Because sales of our products have been denominated to date in United States dollars, increases in the value of the United States dollar could increase the price of our products so that they become relatively more expensive to customers in the local currency of a particular country, leading to a reduction in sales and profitability in that country. Future international activity may result in increased foreign currency denominated sales. Gains and losses on the conversion to United States dollars of accounts receivable, accounts payable and other monetary assets and liabilities arising from international operations may contribute to fluctuations in our results of operations. Some of our customer's purchase orders and agreements are governed by foreign laws, which may differ significantly from United States laws. Therefore, we may be limited in our ability to enforce any rights under such agreements and to collect damages, if awarded. These factors could have a material adverse effect on our business, financial condition and results of operations.

Limited Experience in Acquisitions

We may pursue selective acquisitions to complement our internal growth. If we make any future acquisitions, we could issue stock that would dilute our shareholders' percentage ownership, incur substantial debt, assume contingent liabilities, or use other company assets available at the time of acquisition. We have limited experience in acquiring other businesses, product lines and technologies. In addition, the attention of our small management team may be diverted from our core business if we undertake an acquisition. Potential acquisitions also involve numerous risks, including, among others:

—Problems assimilating the purchased operations, technologies or products;

—Costs associated with the acquisition;

—Adverse effects on existing business relationships with suppliers and customers;

—Sudden market changes;

—Risks associated with entering markets in which we have no or limited prior experience;

—Potential loss of key employees of purchased organizations; and

—Potential litigation arising from the acquired company's operations before the acquisition.

Our inability to overcome problems encountered in connection with such acquisitions could divert the attention of management, utilize scarce corporate resources and harm our business. In addition, we are unable to predict whether or when any prospective acquisition candidate will become available or the likelihood that any acquisition will be completed.

Cyclical Nature of Wireless and Electronics Industries

The wireless and the electronics industry; is highly cyclical and is characterized by constant and rapid technological change, rapid product obsolescence and price erosion, evolving standards, short product life cycles and wide fluctuations in product supply and demand. The industry has experienced significant downturns, often connected with, or in anticipation of, maturing product cycles of both the producing companies' and their customers' products and declines in general economic conditions. These downturns have been characterized by diminished product demand, production overcapacity, high inventory levels and accelerated erosion of average selling prices. Any future downturns could have a material adverse effect on our business and operating results. Furthermore, any upturn in these industries could result in increased demand for, and possible shortages of, components we use to manufacture and assemble our products. Such shortages could have a material adverse effect on our business and operating results.

Product Returns and Order Cancellation

To the extent, we manufacture products in anticipation of future demand that does not materialize, or in the event a customer cancels outstanding orders, we could experience an unanticipated increase in our inventory. In addition, while we may not be contractually obligated to accept returned products, and have typically not done so in the past, we may determine that it is in our best interest to accept returns in order to maintain good relations with our customers. Product returns would increase our inventory and reduce our revenues. We have had to write-down inventory in the past for reasons such as obsolescence, excess quantities and declines in market value below our costs.

We have no long-term volume commitments from our customers that are not subject to cancellation by the customer. Sales of our products are made through individual purchase orders and, in certain cases, are made under master agreements governing the terms and conditions of the relationships. Customers may change, cancel or delay orders with limited or no penalties. We have experienced cancellations of orders and fluctuations in order levels from period-to-period and we expect to continue to experience similar cancellations and fluctuations in the future that could result in fluctuations in our revenues.

Additional Capital Funding to Impair Value of Investment

If we expand more rapidly than currently anticipated or if our working capital needs exceed our current expectations, we may need to raise additional capital through public or private equity offerings or debt financings. Our future capital requirements depend on many factors including our research, development, sales and marketing activities. We do not know whether additional financing will be available when needed, or will be available on terms favorable to us. If we cannot raise needed funds on acceptable terms, we may not be able to develop or enhance our products, take advantage of future opportunities or respond to competitive pressures or unanticipated requirements. To the extent, we raise additional capital by issuing equity securities, our shareholders may experience substantial dilution and the new equity securities may have greater rights, preferences or privileges than our existing common stock.

Geographic Concentration of Operation

For the wireless products none of our manufacturing operations are located in our facility in Garden Grove, California. Our wireless product line is manufactured overseas in Korea, with some contract manufacturing conducted locally. Due to the geographic concentration, a disruption of the manufacturing operations, resulting from sustained process abnormalities, human error, government intervention or natural disasters such as earthquakes, fires or floods could cause us to cease or limit our sub-contractors operations and consequently harm our business, financial condition and results of operations.

Compliance with Environmental Laws and Regulations

We are subject to a variety of environmental laws and regulations governing, among other things, air emissions, waste water discharge, waste storage, treatment and disposal, and remediation of releases of hazardous materials. Our failure to comply with present and future requirements could harm our ability to continue manufacturing our products. Such requirements could require us to acquire costly equipment or to incur other significant expenses to comply with environmental regulations. The imposition of additional or more stringent environmental requirements, the results of future testing at our facilities, or a determination that we are potentially responsible for remediation at other sites where problems are not presently known to us, could result in expenses in excess of amounts currently estimated to be required for such matters.

Key Personnel

The Company may fail to attract or retain the qualified technical sales, marketing and managerial personnel required to operate its business successfully.

DPAC's future success depends, in part, upon ability to attract and retain highly qualified technical, sales, marketing and managerial personnel. Personnel with the necessary expertise are scarce and competition for personnel with proper skills is intense. Also, attrition in personnel can result from, among other things, changes related to acquisitions, as well as retirement or disability. The Company may not be able to retain existing key technical, sales, marketing and managerial employees or be successful in attracting, assimilating or retaining other highly qualified technical, sales, marketing and managerial personnel in the future. If the Company is unable to retain existing key employees or is unsuccessful in attracting new highly qualified employees, business, financial condition and results of operations of DPAC could be materially and adversely affected.

Stock Price Volatility

The stock market in general, and the market for shares of technology companies in particular, has experienced extreme price fluctuations. These price fluctuations are often unrelated to the operating performance of the affected companies. Many technology companies, including us, have experienced dramatic volatility in the market prices of their common stock. If our future operating results are below the expectations of stock market analysts and investors, our stock price may decline. We cannot be certain that the market price of our common stock will remain stable in the future. Our stock price may undergo fluctuations that are material, adverse and unrelated to our performance

Other Contingent Contractual Obligations

On December 18, 2003, the Company terminated the contract of its CEO. Pursuant to an employment agreement, the former CEO will be entitled to salary and benefits totaling approximately

$1,100,000 through June 2006. The Company recorded a charge in the fourth quarter associated with the severance benefits. Approximately $186,000 of the charge will relate to the acceleration of stock options. The remaining benefits will be paid ratably through June 2006. Two other executive officers at DPAC also have similar employment agreements with severance packages of 18 months.

ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company invests excess cash in money market funds, held primarily in one financial institution. Money market funds do not have maturity dates and do not present a significant market risk. For fiscal year 2004, interest expense was not sensitive to the general level of the U.S. interest rates because our debt instruments, consisting principally of capital lease agreements, were based on fixed interest rates. The Company's export sales are denominated in U.S. dollars.

ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our Financial Statements are included in this Report commencing at page F-l.

The following table sets forth certain quarterly financial data derived from our unaudited financial statements for each of the quarters in fiscal years ended February 29, 2004 and February 28, 2003. Such financial statements have been prepared on the same basis as the annual Financial Statements and, include all necessary adjustments, which consists only of normal and recurring accruals to present fairly such interim financial information. The following information should be read in conjunction with the Financial Statements and notes thereto. Historical quarterly results and trends may not be indicative of future results.

		FY2004 Quarter Ended:
		31-May-03			31-Aug-03			30-Nov-03			29-Feb-04
		(unaudited)
NET SALES		$	5,162,663		$	4,400,432		$	4,363,459		$	5,640,555
GROSS PROFIT (LOSS)			1,189,789			372,448			(139,437	)		80
(LOSS) BEFORE INCOME TAX PROVISION			(1,503,560	)		(1,760,262	)		(1,413,322	)		(4,763,984	)
INCOME TAX (BENEFIT) PROVISION			(571,000	)		(669,000	)		6,003,984			—
NET LOSS		$	(932,566	)	$	(1,091,262	)	$	(7,417,306	)	$	(4,483,170	)
NET INCOME PER SHARE:
	Basic	$	(0.04	)	$	(0.05	)	$	(0.35	)	$	(0.21	)
	Diluted	$	(0.04	)	$	(0.05	)	$	(0.35	)	$	(0.21	)

		FY2003 Quarter Ended:
		31-May-02		31-Aug-02			30-Nov-02			28-Feb-03
		(unaudited)
NET SALES		$	11,936,850	$	10,882,890		$	5,420,672		$	6,249,053
GROSS PROFIT			2,825,948		2,918,407			1,457,417			1,595,073
INCOME (LOSS) BEFORE INCOME TAX PROVISION			803,254		809,276			(349,442	)		(596,511	)
INCOME TAX BENEFIT			—		(1,444,876	)		(142,000	)		(204,425	)
NET (LOSS) INCOME		$	803,254	$	2,254,152		$	(207,442	)	$	(392,086	)
NET INCOME (LOSS) PER SHARE:
	Basic	$	0.04	$	0.11		$	(0.01	)	$	(0.02	)
	Diluted	$	0.04	$	0.11		$	(0.01	)	$	(0.02	)

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

Not applicable.

ITEM 9A: CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures. As of the end of the period covered by this report, we carried out an evaluation of the effectiveness of the design and operation of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 ("Exchange Act") Rules 13a-15(e) and 15d-15(e)) under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures are effective.

Changes in internal control over financial reporting. During our fourth fiscal quarter, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART III

ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information set forth in the sections entitled "Election of Directors", "Executive Officers" and "Ownership of Common Stock—Section 16 (a) Beneficial Ownership Reporting Compliance" in our definitive Proxy Statement (the "Proxy Statement") to be filed for the Annual Meeting of Shareholders, scheduled to be held in 2004, is incorporated herein by reference.

ITEM 11: EXECUTIVE COMPENSATION

The information set forth in the sections entitled "Executive Compensation" and "Election of Directors—Directors' Compensation" in our Proxy Statement is incorporated herein by reference.

ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information set forth in the section entitled "Ownership of Common Stock" in our Proxy Statement is incorporated herein by reference.

ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information set forth in the section entitled "Election of Directors" in our Proxy Statement is incorporated herein by reference.

ITEM 14: PRINCIPAL ACCOUNTANTING FEES AND SERVICES

The information set forth in the section entitled "Fees Paid to the Independent Accountants" in our Proxy Statement is incorporated herein by reference.

PART IV.

ITEM 15: EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) The following documents are filed as part of this Form 10-K:

1.: Consolidated Financial Statements
Consolidated Balance Sheets, February 29, 2004 and February 28, 2003
Consolidated Statements of Operations for Years Ended February 29, 2004, February 28, 2003 and February 28, 2002
Consolidated Statements of Stockholders' Equity for the Years Ended February 29, 2004, February 28, 2003 and February 28, 2002
Consolidated Statements of Cash Flows for the Years Ended February 29, 2004, February 28, 2003 and February 28, 2002
Notes to Consolidated Financial Statements for the Years Ended February 29, 2004, February 28, 2003 and February 28, 2002
2.: Financial Statement Schedule—Valuation and Qualifying Accounts

(b) Reports on Form 8-K.

We filed on December 23, 2003 a report on Form 8-K dated December 18, 2003 stating under Items 5 and 7 that Edward ("Ted") Bruce had departed as DPAC CEO and that Director Creighton ("Kim") Early had been hired as Interim CEO, and that the Company and Ted Bruce had entered into a departure agreement.

We furnished on December 23, 2003 a report on Form 8-K dated December 23, 2003, stating under Items 7 and 9 that we issued a press release which sets forth our results of operations for the quarter ended November 30, 2003.

(c) Exhibits Required by Item 601 of Regulation S-K (The Company will furnish a copy of any exhibit to a shareholder upon request but a reasonable fee will be charged to cover our expenses in furnishing such exhibit):

Exhibit No.		Description
2.1		Share Exchange Agreement dated October 26, 2000 among the Registrant, Productivity Enhancement Products, Inc. ("PEP") and the Shareholder of PEP (excluding disclosure schedules), which is incorporated by reference to the Registrant's Current Report on Form 8-K filed November 13, 2000.
2.2		Registration Rights Agreement dated October 26, 2000 between the Registrant and the Shareholder of PEP, which is incorporated by reference to the Registrant's Current Report on Form 8-K filed November 13, 2000.
3.1		Articles of Incorporation, as amended which is incorporated by reference to registrant's Current Report on Form 8-K, Date of Event July 11, 1988.
3.2		By-laws, as amended, which is incorporated by reference to Registrant's Current Report on Form 8-K, Date of Event July 11, 1988.
10.2		Lease for Premises at 7321 Lincoln Way, Garden Grove, California, dated June 19, 1997 as incorporated by reference to Registrant's Annual Report on Form l0-KSB for the year ended February 29, 1996.
10.2.1		Renewal of Garden Grove lease.

10.3		1996 Stock Option Plan as incorporated by reference to Registrant's Annual Report on Form l0-KSB for the year ended February 29, 1996.*
10.4		1985 Stock Option Plan, as amended and incorporated by reference to Registrant's Annual Report on Form l0-KSB for the year ended February 28, 1994.*
10.5		Form of Indemnification Agreement with officers and directors as incorporated by reference to Registrant's Annual Report on Form l0-KSB for the year ended February 28, 1994.*
10.6		Loan and Security Agreement between Silicon Valley Bank and DPAC Technologies Corp. dated August 30, 2002 incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed October 14, 2003.
10.6.1		Amendment to Loan and Security Agreement between Silicon Valley Bank and DPAC Technologies Corp. dated June 25, 2003 incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed October 14, 2003.
10.7		Employment Agreement dated June 7, 2001 between Registrant and Edward G. Bruce, incorporated by reference to Exhibit 10.11A in the Registrant's Quarterly Report on Form 10-Q filed July 13, 2001 or the Registrant's Current Report on Form 8-K filed December 23, 2003.*
10.7.1		Departure Agreement dated December 18, 2003 between Registrant and Edward G. Bruce, incorporated by reference to the Registrant's Current Report on Form 8-K filed December 23, 2003*
10.8		Employment Agreement dated June 7, 2001 between Registrant and William M. Stowell incorporated by reference to Exhibit 10.11A in the Registrant's Quareterly Report on Form 10-Q filed July 17, 2001.*
10.8.1		Employment Agreement Amendment dated September 27, 2002 between Registrant and William M. Stowell.*
10.9		Employment Agreement dated June 7, 2001 between Registrant and John P. Sprint incorporated by reference to Exhibit 10.11A in the Registrant's Quarterly Report of Form 10-Q filed July 17, 2001.*
10.10		Commercial lease Termination Agreement dated Januray 20, 2004 between Registrant and Bravante-Curci Investors, L.P.
10.11		Fiscal Year 2005 Compensation Package for Kim Early dated March 4, 2004.*
10.12		Asset Purchase Agreement dated May 6, 2004 between Registrant and Twilight Technology, Inc.

10.13

Securities Purchase Agreement dated may 5, 2004 between Registrant and the purchasers of common stock and warrants AS INDENTIFIED IN THE LIST IMMEDIATELY BELOW, INCLUDING THE FOLLLOWING EXHIBITS: FORM OF LEGAL OPINION; REGISTRATION RIGHTS AGREEMENT; SERIES A WARRANT; AND SERIES B WARRANT.

Investor	Total Shares	Series A Unrestricted Warrants	Series A Restricted Warrants	Series B Warrants
Basso Eq Op Hld Fund LTD	70,000.00	20,589.00	14,412.00	29,136.00
Basso Multi Strategy Hldg Fund Ltd	180,000.00	52,944.00	37,056.00	74,922.00
Truk Opportunity Fund, LLC	295,750.00	86,991.00	60,885.00	123,101.00
Truk International Fund, LLC	29,250.00	8,603.00	6,023.00	12,174.00
OTAPE Investments LLC	124,223.00	36,538.00	25,573.00	51,706.00
AS Capital Partners, LLC	124,223.00	36,538.00	25,573.00	51,706.00
Langley Capital	250,000.00	73,534.00	51,466.00	104,059.00
Redwood Partners II, LLC	62,111.00	18,268.00	12,789.00	25,852.00
SRG Capital, LLC	186,335.00	54,808.00	38,359.00	77,559.00
Penn Footwear	168,788.00	49,647.00	34,749.00	70,255.00
Omicron Capital Master Trust	248,447.00	73,077.00	51,148.00	103,412.00
Bristol Investment Fund, Ltd	248,447.00	73,077.00	51,148.00	103,412.00
Professional Traders Fund, LLC	124,223.00	36,538.00	25,573.00	51,706.00
RHP Master Fund, LLC	372,670.00	109,616.00	76,720.00	155,118.00

14.1		Code of Business Conduct and Ethics.
23.1		Independent Auditors' Consent.
24.1		Power of Attorney (contained on the signature page to this report).
31.1		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
		* Management compensatory plan or arrangement

(d) Financial Statement Schedules Excluded from Annual Report: None

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.

Date: May 28, 2004	DPAC TECHNOLOGIES CORP.
	By:	/s/ CREIGHTON K. EARLY Creighton Kim Early Chief Executive Officer Director
	By:	/s/ WILLIAM M. STOWELL William M. Stowell Vice President—Finance Chief Financial Officer & Secretary (Principal Financial and Accounting Officer)

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Creighton K. Early and William M. Stowell, or either of them, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, to sign the report on Form 10-K and any or all amendments thereto and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof in any and all capacities.

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.

/s/ RICHARD J. DADAMO Richard J. Dadamo Chairman of the Board		May 28, 2004
/s/ CREIGHTON K. EARLY Creighton K. Early Chief Executive Officer, Director (Principal Executive Officer)		May 28, 2004
/s/ RICHARD H. WHEATON Richard H. Wheaton, Director		May 28, 2004
/s/ SAMUEL W. TISHLER Samuel W. Tishler, Director		May 28, 2004
/s/ GORDON M. WATSON Gordon M. Watson, Director		May 28, 2004
/s/ JOHN W. HOHENER John W. Hohener, Director		May 28, 2004
/s/ WILLIAM M. STOWELL William M. Stowell Vice President—Finance Chief Financial Officer & Secretary (Principal Financial and Accounting Officer)		May 28, 2004

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders
DPAC Technologies Corp.

We have audited the accompanying balance sheets of DPAC Technologies Corp. (the "Company") as of February 29, 2004 and February 28, 2003 and the related statements of operations, stockholders' equity, and cash flows for each of the three years in the period ended February 29, 2004. Our audits also included the financial statement schedule listed in Item 15. These financial statements and the financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and the financial statement schedule based on our audits.

We conducted our audits in accordance with auditing standards of the Public Company Accounting Oversight Board (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 that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the financial position of DPAC Technologies Corp. as of February 29, 2004 and February 28, 2003 and the results of its operations and its cash flows for each of the three years in the period ended February 29, 2004, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such 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.

As discussed in Note 1 to the financial statements, the Company changed its accounting for goodwill and other intangible assets during fiscal 2003 as a result of adopting Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets.

Costa Mesa, California
May 28, 2004

F-1

DPAC TECHNOLOGIES CORP.

BALANCE SHEETS

FEBRUARY 29, 2004 AND FEBRUARY 28, 2003

			2004			2003
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents		$	4,477,396		$	8,197,144
	Accounts receivable, net of allowance for doubtful accounts of $76,294 (2004) and $72,609 (2003)			1,382,306			2,599,732
	Inventories—net			431,783			980,592
	Prepaid expenses and other current assets			323,065			569,331
	Deferred income taxes						209,776

		Total current assets		6,614,550			12,556,575
PROPERTY—Net				1,538,198			3,863,118
DEFERRED INCOME TAXES							4,554,208
GOODWILL				4,528,721			4,528,721
OTHER ASSETS				406,501			250,183

TOTAL			$	13,087,970		$	25,752,805

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
	Current portion of capital lease obligations		$	160,081		$	286,236
	Accounts payable			662,830			1,043,913
	Accrued compensation			362,480			492,630
	Accrued restructuring costs—current			572,216
	Other accrued liabilities			500,277			433,781
	Deferred revenue			80,184

		Total current liabilities		2,338,068			2,256,560

CAPITAL LEASE OBLIGATIONS—Less current portion				254,060			98,829
ACCRUED RESTRUCTURING COSTS—Less current portion				434,880
COMMITMENTS AND CONTINGENCIES (Note 5)
STOCKHOLDERS' EQUITY:
	Common stock, no par value—40,000,000 shares authorized; 21,242,964 and 20,987,914 shares issued and outstanding in 2004 and 2003, respectively			25,517,837			24,929,987
	Additional paid-in capital			2,701,701			2,701,701
	Accumulated deficit			(18,158,576	)		(4,234,272	)

		Net stockholders' equity		10,060,962			23,397,416

	TOTAL		$	13,087,970		$	25,752,805

See accompanying notes to financial statements.

F-2

DPAC TECHNOLOGIES CORP.

STATEMENTS OF OPERATIONS

YEARS ENDED FEBRUARY 29, 2004, FEBRUARY 28, 2003 AND FEBRUARY 28, 2002

			2004			2003			2002
NET SALES			$	19,567,109		$	34,489,465		$	30,504,506
COST OF SALES				18,144,229			25,692,622			20,417,123

GROSS PROFIT				1,422,880			8,796,843			10,087,383

OPERATING EXPENSES:
	Selling, general and administrative			5,121,040			6,110,032			5,512,566
	Research and development			2,829,031			2,060,915			1,877,900
	Restructuring and impairment charges			2,654,052
	Goodwill amortization									777,938

		Total operating expenses		10,604,123			8,170,947			8,168,404

(LOSS) INCOME FROM OPERATIONS				(9,181,243	)		625,896			1,918,979
OTHER INCOME (EXPENSE):
	Interest income			56,176			113,637			181,356
	Interest expense			(35,253	)		(72,956	)		(139,840	)

		Total other income—net		20,923			40,681			41,516

(LOSS) INCOME BEFORE INCOME TAX PROVISION (BENEFIT)				(9,160,320	)		666,577			1,960,495
INCOME TAX PROVISION (BENEFIT)				4,763,984			(1,791,301	)		2,400

NET (LOSS) INCOME			$	(13,924,304	)	$	2,457,878		$	1,958,095

NET (LOSS) INCOME PER SHARE:
	Basic		$	(0.66	)	$	0.12		$	0.09

	Diluted		$	(0.66	)	$	0.12		$	0.09

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING:
	Basic			21,102,387			21,010,700			20,951,186

	Diluted			21,102,387			21,233,300			21,297,925

See accompanying notes to financial statements.

F-3

DPAC TECHNOLOGIES CORP.

STATEMENTS OF STOCKHOLDERS' EQUITY

YEARS ENDED FEBRUARY 29, 2004, FEBRUARY 28, 2003 AND FEBRUARY 28, 2002

		Common Stock
		Common Stock					Additional Paid-In Capital		Unearned Compensation		Accumulated Deficit			Total Stockholders' Equity
		Shares		Amount			Additional Paid-In Capital		Unearned Compensation		Accumulated Deficit			Total Stockholders' Equity
BALANCE—February 28, 2001		20,936,089		$	24,871,477		$	—	$	—	$	(8,650,245	)	$	16,221,232
	Exercise of stock options	114,405			148,682										148,682
	Repurchase of common stock	(50,000	)		(106,488	)									(106,488	)
	Reacquisition and cancellation of shares issued in an acquisition	(14,465	)		(60,842	)									(60,842	)
	Compensation expense associated with stock options				15,371										15,371
	Net income											1,958,095			1,958,095

BALANCE—February 28, 2002		20,986,029			24,868,200							(6,692,150	)		18,176,050
	Exercise of stock options	63,500			82,024										82,024
	Repurchase of common stock	(22,000	)		(25,293	)									(25,293	)
	Compensation expense associated with stock options				5,056										5,056
	Reversal of deferred income tax valuation allowance							2,701,701							2,701,701
	Cancellation of unvested restricted common stock	(39,615	)
	Net income											2,457,878			2,457,878

BALANCE—February 28, 2003		20,987,914			24,929,987			2,701,701				(4,234,272	)		23,397,416
	Exercise of stock options	255,050			286,290										286,290
	Compensation expense associated with stock options				301,560										301,560
	Net loss											(13,924,304	)		(13,924,304	)

BALANCE—February 29, 2004		21,242,964		$	25,517,837		$	2,701,701	$	—	$	(18,158,576	)	$	10,060,962

See accompanying notes to financial statements.

F-4

DPAC TECHNOLOGIES CORP.

STATEMENTS OF CASH FLOWS

YEARS ENDED FEBRUARY 29, 2004, FEBRUARY 28, 2003 AND FEBRUARY 28, 2002

					2004			2003			2002
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net (loss) income				$	(13,924,304	)	$	2,457,878		$	1,958,095
	Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
		Depreciation and amortization				1,318,108			1,443,710			2,268,937
		Deferred income taxes				4,763,984			(1,808,083	)
		Compensation expense associated with stock options				301,560			5,056			15,371
		Impairment of long-lived assets				2,001,941
		Provision for bad debts				3,685			(7,391	)		(15,572	)
		Provision for obsolete inventory				264,618			70,093			94,590
		Changes in operating assets and liabilities:
			Accounts receivable			1,213,741			1,081,438			(357,505	)
			Inventories			284,191			121,699			177,089
			Prepaid expenses and other assets			464,948			52,990			(212,435	)
			Accounts payable			(381,083	)		99,983			(209,618	)
			Accrued compensation			(130,150	)		(521,077	)		462,084
			Accrued restructuring costs			1,007,096
			Other accrued liabilities			66,496			134,868			(385,627	)
			Deferred revenue			80,184			(15,000	)		(348,000	)

				Net cash (used in) provided by operating activities		(2,664,985	)		3,116,164			3,447,409

CASH FLOWS FROM INVESTING ACTIVITIES:
	Proceeds from sale of assets					79,101
	Property additions					(688,269	)		(725,899	)		(503,905	)
	Cash paid for license agreement					(375,000	)
	Payment of acquisition obligation											(1,545,649	)

				Net cash used in investing activities		(984,168	)		(725,899	)		(2,049,554	)

CASH FLOWS FROM FINANCING ACTIVITIES:
	Principal payments on capital lease obligations					(356,885	)		(508,688	)		(527,738	)
	Net proceeds from issuance of common stock					286,290			82,024			148,682
	Repurchase of common stock								(25,293	)		(106,488	)

				Net cash used in financing activities		(70,595	)		(451,957	)		(485,544	)

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS					$	(3,719,748	)	$	1,938,308		$	912,311
CASH AND CASH EQUIVALENTS—Beginning of year						8,197,144			6,258,836			5,346,525

CASH AND CASH EQUIVALENTS—End of year					$	4,477,396		$	8,197,144		$	6,258,836

SUPPLEMENTAL CASH FLOW INFORMATION—Cash paid during the year for:
	Interest				$	35,253		$	72,956		$	139,840

	Income taxes				$	—		$	35,155		$	13,351

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
	Acquisition of property under capital leases				$	385,961		$	—		$	177,980

	Reversal of valuation allowance to paid in capital				$	—		$	2,701,701		$	—

	Reversal of valuation allowance to goodwill				$	—		$	254,200		$	—

See accompanying notes to financial statements.

F-5

DPAC TECHNOLOGIES CORP.

NOTES TO FINANCIAL STATEMENTS

THREE YEARS IN THE PERIOD ENDED FEBRUARY 29, 2004

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations—DPAC Technologies Corp. (formerly Dense-Pac Microsystems, Inc.) ("we," "us," "DPAC" or the "Company") is a provider of wireless connectivity products for industrial, transportation, medical and other commercial application as well as a provider of high-density memory packaging technology. DPAC designs and manufactures products that require packaging skills for miniature electronic components into the wireless, memory and military markets. The Company currently packages pre-existing electronic configurations into industry standard products that produce high-density plastic- or ceramic-based products for the industrial or military market and packages wireless connectivity modules for the industrial market. The newest product, the wireless Local Area Network ("LAN") Node Module, was introduced in September 2003 after an initial year of research and development. The product is designed to enable OEM equipment designers to incorporate wireless LAN connectivity into their device, instrument or equipment through the inclusion of the Company's Wireless LAN Node Module. DPAC is incorporated as a California corporation, which occurred on September 7, 1983. In August 2001, we changed our name from Dense-Pac Microsystems, Inc. to DPAC Technologies Corp.

Basis of Presentation—The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.

Cash and Cash Equivalents—Cash equivalents include short-term highly liquid investments with original maturities of three months or less. At February 29, 2004, the Company's cash and cash equivalents were substantially uninsured and were held primarily with one financial institution. Cash and cash equivalents in excess of insured limits may be subject to risk.

Inventories—Inventories are stated at the lower of first-in, first-out cost or market. The Company regularly monitors inventories for excess or obsolete items and records a provision to write-down excess or obsolete items as required.

Long-Lived Assets—The Company accounts for the impairment and disposition of long-lived assets in accordance with Statement of Financial Accounting Standards No. ("SFAS No.") 144, Accounting for the Impairment or Disposal of Long-Lived Assets. In accordance with SFAS No. 144, long-lived assets to be held are reviewed for events or changes in circumstances, which indicate that their carrying value may not be recoverable. The Company periodically reviews the carrying value of long-lived assets to determine whether or not impairment to such value has occurred. Recoverability of these assets is determined by comparing the forecasted undiscounted future net cash flows from the operations to which the assets relate, based on management's best estimates using appropriate assumptions and projections at the time, to the carrying amount of the assets. If the carrying value is determined not to be recoverable from future operating cash flows, the asset is deemed impaired and an impairment loss is recognized equal to the amount by which the carrying amount exceeds the estimated fair value of the asset.

The Company, during fiscal year 2004, determined that an impairment had occurred of its production fixed assets and the fixed assets procured for its planned DuraStack™ product line. See Notes 3, 4 and 6 for additional information.

Goodwill—Goodwill represents the excess of the purchase price over the fair value of identifiable assets acquired and was, prior to fiscal year 2003, being amortized over its estimated useful life of seven years. As a result of adopting SFAS No. 142 on March 1, 2002, goodwill is no longer amortized but is evaluated for impairment at least annually.

F-6

Amortization expense related to goodwill of $778,938 was recorded in the financial statements for fiscal year 2002. Had the non-amortization provisions of SFAS No. 142 been in effect for fiscal year 2002, net income would have been $2,736,033 and both basic and diluted earnings per share would have improved by $0.04 per share.

The Company operates in a single business segment as a single business unit and periodically reviews the recoverability of the carrying value of goodwill using the methodology prescribed in SFAS No. 142. Recoverability of goodwill is determined by comparing the fair value of the entire Company to the accounting value of the underlying net assets. If the fair value of the Company is determined to be less than the fair value of the net assets, goodwill is deemed impaired and an impairment loss is recognized to the extent that the carrying value of goodwill exceeds the difference between the fair value of the Company and the fair value of all other assets and liabilities. At February 29, 2004, there was no impairment of goodwill based on the Company's most recent analysis.

Property—Property is stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, generally ranging from 3 to 12 years. Leasehold improvements are amortized on a straight-line basis over the shorter of the useful lives of the improvements or the term of the related lease.

Revenue Recognition—Revenues are recognized upon shipment and transfer of title of the related products. The Company records an accrual for estimated returns of defective products at the time of product shipment based on historical experience. As of February 29, 2004, the Company had deferred revenue of $80,184 associated with a customer for which collectibility was not reasonably assured.

Advertising Expenses—The Company expenses advertising costs as incurred. These costs were not material for the years ended February 29, 2004, February 28, 2003 and 2002.

Income Taxes—The Company accounts for income taxes under the provisions of SFAS No. 109, Accounting for Income Taxes. Deferred taxes result from temporary differences between the bases of assets and liabilities for financial statements and tax reporting purposes. Measurement of the deferred items is based on enacted tax laws. In the event the future consequences of differences between financial reporting bases and tax bases of the Company's assets and liabilities result in a deferred tax asset, SFAS No. 109 requires an evaluation of the probability of being able to realize the future benefits indicated by such asset. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion or all of the deferred tax asset will not be realized. During the year ended February 29, 2004, the Company established a full valuation allowance associated with its net deferred tax assets. See Note 7 for additional information.

Net Income per Share—The Company computes net income per share in accordance with SFAS No. 128, Earnings per Share. Basic earnings per share are computed by dividing net income (loss) by the weighted-average number of common shares outstanding for the period. Diluted earnings (loss) per share reflect the potential dilution of securities by including other common stock equivalents, including stock options, in the weighted-average number of common shares outstanding for a period, if dilutive.

F-7

The table below sets forth the reconciliation of the denominator of the earnings per share calculation:

	2004	2003	2002
Shares used in computing basic net income (loss) per share	21,102,387	21,010,700	20,951,186
Dilutive effect of stock options(1)		222,600	346,739

Shares used in computing diluted net income (loss) per share	21,102,387	21,233,300	21,297,925

(1): 443,467 potential common shares have been excluded from diluted weighted average common shares for fiscal year 2004, as the effect would be anti-dilutive.

Stock-Based Compensation—Pursuant to SFAS No. 123, the Company has elected to continue using the intrinsic value method of accounting for stock-based awards granted to employees and directors in accordance with Accounting Principles Board ("APB") Opinion No. 25 and related interpretations in accounting for its stock option and purchase plans. As a result, the Company only records compensation expense for stock-based awards granted with an exercise price below the market value of the Company's stock on the measurement date.

SFAS No. 123, Accounting for Stock-Based Compensation, as amended by SFAS No. 148, requires the disclosure of pro forma net income (loss) and earnings (loss) per share. Under SFAS No. 123, and as amended by SFAS No. 148, the fair value of stock-based awards to employees is calculated through the use of option-pricing models even though such models were developed to estimate the fair value of freely tradable, fully transferable options without vesting restrictions, which significantly differ from the Company's stock option awards. These models also require subjective assumptions, including future stock price volatility and expected time to exercise, which greatly affect the calculated values.

The Company's calculations were made using the Black-Scholes option-pricing model, with the following weighted-average assumptions:

Assumptions	2004	2003	2002
Expected life (months)	38	39	18 to 42
Stock volatility	102%	106%	119%
Risk-free interest rate	4%	5%	5%
Dividends during the expected term	None	None	None

F-8

The Company's calculations are based on a single-option valuation approach and forfeitures are recognized as they occur. If the fair values of the awards had been amortized to expense over the vesting period of the awards, results would have been as follows:

		2004			2003			2002
Net (loss) income as reported		$	(13,924,304	)	$	2,457,878		$	1,958,095
Add: Stock-based compensation expense included in reported net income, net of related tax effects in 2003			301,560			3,034			15,371
Deduct: Total stock-based compensation determined under fair value based method for awards net of related tax effects			(1,079,562	)		(678,504	)		(1,563,567	)

Pro forma net (loss) income		$	(14,702,306	)	$	1,782,408		$	409,899

Net (loss) income per share as reported:
	Basic	$	(0.66	)	$	0.12		$	0.09
	Diluted	$	(0.66	)	$	0.12		$	0.09
Pro forma net (loss) income per share:
	Basic	$	(0.70	)	$	0.08		$	0.02
	Diluted	$	(0.70	)	$	0.08		$	0.02

Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America necessarily requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates.

Significant Vendor Concentrations—The Company is dependent on a limited number of suppliers for semiconductor devices used in its products but has no long-term supply contracts with any of them. Due to the cyclical nature of the semiconductor industry and competitive conditions, there can be no assurance that the Company will not experience difficulties in meeting its supply requirements in the future. Any inability to obtain adequate deliveries of parts, either due to the loss of a supplier or industrywide shortages, could delay shipments of the Company's products, increase its cost of goods sold, and have a material adverse effect on its business, financial condition and results of operations.

The wireless product line is manufactured overseas in Taiwan, with some contract manufacturing conducted locally. Due to the geographic concentration, a disruption of the manufacturing operations resulting from sustained process abnormalities, human error, government intervention or natural disasters such as earthquakes, fires or floods could cause the Company to cease or limit subcontractors' operations and consequently harm the Company's business, financial condition and results of operations.

Concentration of Sales and Credit Risk—The Company grants credit to customers included in the military, aerospace, and a variety of commercial industries. Credit is extended based on an evaluation of the customer's financial condition and collateral is not required. Estimated credit losses are provided for in the financial statements. During the year ended February 29, 2004, sales to two major customers accounted for 53% and 13% of net sales. Accounts receivable from two customers accounted for 34% and 26% of total net accounts receivable at February 29, 2004. During the year ended February 28,

F-9

2003, sales to two major customers accounted for 33% and 24% of net sales. Accounts receivable from these two customers accounted for 8% and 22% of total net accounts receivable at February 28, 2003. During the year ended February 28, 2002, sales to three major customers accounted for 23%, 22%, and 11% of net sales. Accounts receivable from these three customers accounted for 46% of total net accounts receivable at February 28, 2002. A decision by a significant customer to substantially decrease or delay purchases from the Company or the Company's inability to collect receivables from these customers could have a material adverse effect on the Company's business, financial condition and results of operations.

Comprehensive Income—The Company had no items of other comprehensive income for fiscal years 2004, 2003, and 2002.

New Accounting Pronouncements—In November 2002, the FASB issued FASB Interpretation No. ("FIN No.") 45, Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. FIN 45 elaborates on the disclosures to be made by the guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued. It also requires that a guarantor recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The Company adopted the disclosure provisions of FIN 45 during the fourth quarter of fiscal 2003 and the recognition provisions of FIN 45 effective March 1, 2003. Such adoption did not have a material impact on the Company's financial statements.

In January 2003, the FASB issued FIN 46, Consolidation of Variable Interest Entities. In general, a variable interest entity is a corporation, partnership, trust or any other legal structure used for business purposes that either (a) does not have equity investors with voting rights or (b) has equity investors that do not provide sufficient financial resources for the entity to support its activities. FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The consolidation requirements of FIN 46 apply immediately to variable interest entities created after January 31, 2003. With respect to variable interest entities created before January 31, 2003, in December 2003 the FASB issued FIN 46R which, among other things, revised the implementation date to first fiscal years or interim periods ending after March 15, 2004, with the exception of Special Purpose Entities ("SPE's"). The consolidated requirements apply to all SPEs in the first fiscal year or interim period ending after December 15, 2003. The Company adopted the provisions of FIN 46 effective March 1, 2003 and such adoption did not have a material impact on its financial statements since the Company currently is not a beneficiary in variable interest entities.

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Instruments with Characteristics of Both Liabilities and Equity, which establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. SFAS No. 150 requires that an issuer classify a financial instrument that is within its scope, which may have previously been reported as equity, as a liability (or an asset in some circumstances). In November 2003, the FASB issued FASB Staff Position ("FSP") No. 150-3 which deferred the effective dates for applying certain provisions of SFAS No. 150 related to mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests for public and nonpublic entities. This statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15,

F-10

2003. The Company adopted the provisions of SFAS No. 150, effective June 1, 2003, and such adoption did not have a material impact on its financial condition.

2. INVENTORIES

Inventories consist of the following:

	February 29, 2004		February 28, 2003
Raw materials—net	$	183,200	$	553,100
Work-in-process—net		208,949		358,355
Finished goods—net		39,634		69,137

Inventories—net	$	431,783	$	980,592

Inventory reserves of $275,000 and $150,000 as of February 29, 2004 and February 28, 2003, respectively, have been deducted from amounts shown above as they are considered permanent write-downs.

3. PROPERTY

Property consists of the following:

	February 29, 2004			February 28, 2003
Machinery and equipment	$	5,437,614		$	6,642,334
Furniture and fixtures		354,677			422,967
Leasehold improvements		692,504			755,806
Computer software and equipment financed under capital leases		207,835			2,651,027

		6,692,630			10,472,134
Less accumulated depreciation and amortization		(5,154,432	)		(6,609,016	)

Property—net	$	1,538,198		$	3,863,118

Accumulated amortization of assets under capital lease was $131,298 and $1,265,686 at February 29, 2004 and 2003, respectively.

In the third quarter of fiscal year 2004, the Company committed to a plan to sell certain excess production equipment resulting in an impairment charge totaling $530,000. During the fourth quarter of fiscal year 2004, as a result of the continuing decline in the demand for the Company's existing products, the Company evaluated, in accordance with the provisions of SFAS No. 144, the carrying value of the remaining long-lived production assets. The Company determined fair value utilizing future discounted net cash flows from operations to which the assets relate including estimated proceeds from the potential sale of the assets. Based on this determination, the fair value was less than the carrying amount of the assets by $514,000. Accordingly, the Company recorded an impairment charge during the forth quarter of fiscal year 2004. These amounts are included in cost of sales in the accompanying financial statements.

F-11

Additionally, during the fourth quarter of fiscal year 2004, the Company was notified that the DuraStack™ automated production equipment that was being built by a third party would not meet the required through-put and yield specifications (see litigation section of Note 5). As a result, the Company announced that it had ceased development of the DuraStack™ product. During the fourth quarter of fiscal year 2004 the Company recognized a $958,000 impairment charge related to the DuraStack™ equipment and related assets, which is included in restructuring and impairment charges in the accompanying financial statements. The fair value of the equipment was determined to be zero based on the specialized nature of the equipment and given that the equipment could not produce products to the required specifications.

4. LINE OF CREDIT

The Company has a line of credit with a bank providing for borrowings of up to 80% of eligible accounts receivable, as defined, not to exceed $3,000,000. Available borrowings at February 29, 2004 were approximately $1,000,000. The line of credit is collateralized by substantially all of the Company's assets and expires in August 2004. There were no borrowings outstanding under the line of credit at February 29, 2004. The agreement requires the Company to maintain certain financial covenants that the Company was in compliance with at February 29, 2004. Such covenants also restrict the Company's ability to pay any dividends on its common stock.

5. COMMITMENTS AND CONTINGENCIES

Commitments—The Company leases its office and manufacturing facilities under an operating lease arrangement that expires on April 30, 2007. The facility lease requires additional payments for property taxes, insurance and maintenance costs. Additionally, the Company leases certain software and equipment under capital leases. The following table summarizes the future minimum payments under the Company's operating and capital leases at February 29, 2004:

Fiscal Year Ending		Capital			Operating
	2005	$	184,860		$	235,548
	2006		127,922			290,149
	2007		110,265			297,810
	2008		36,755			49,028

Total minimum lease payments			459,802			872,535
Less amounts representing interest			(45,661	)

Present value of minimum lease payments			414,141
Less current portion			(160,081	)

Long-term portion		$	254,060		$	—

Rent expense relating to operating leases was approximately $381,000, $531,000 and $511,000 for fiscal years 2004, 2003, and 2002, respectively.

Other Contingent Contractual Obligations—During its normal course of business, the Company has made certain indemnities, commitments and guarantees under which it may be required to make payments in relation to certain transactions. These include: intellectual property indemnities to the

F-12

Company's customers and licensees in connection with the use, sale and/or license of Company products; indemnities to various lessors in connection with facility leases for certain claims arising from such facility or lease; indemnities to vendors and service providers pertaining to claims based on the negligence or willful misconduct of the Company; indemnities involving the accuracy of representations and warranties in certain contracts; and indemnities to directors and officers of the Company to the maximum extent permitted under the laws of the State of California. The Company may also issue a guarantee in the form of a standby letter of credit as security for contingent liabilities under certain customer contracts. The duration of these indemnities, commitments and guarantees varies and, in certain cases, may be indefinite. The majority of these indemnities, commitments and guarantees may not provide for any limitation of the maximum potential for future payments the Company could be obligated to make. The Company has not recorded any liability for these indemnities, commitments and guarantees in the accompanying balance sheets.

Litigation—The Company was involved in patent litigation with SimpleTech, Inc., (formerly Simple Technology, Inc.), dating back to 1998. On March 8, 2004, DPAC and SimpleTech entered into a confidential settlement agreement whereby SimpleTech agreed to dismiss with prejudice its appeal of the intellectual property infringement lawsuit pending in the United States Federal Circuit entitled SimpleTech, Inc. v. DPAC Technologies Corp., Case No. 04-1034. Under the confidential settlement agreement DPAC paid SimpleTech an amount equal to approximately $.01 per share and each company granted the other a paid-up, non-exclusive license under the affected patents. This settlement is a complete and amicable resolution and should not be construed as an admission by any of the parties to this litigation of any wrongdoing.

On March 5, 2004, DPAC Technologies filed suit against ATS Oregon, Inc. ("ATS") in Superior Court for the State of California, Orange County. ATS was the equipment company contracted by DPAC Technologies to build the automated laser weld equipment for the DuraStack™ technology (see Note 3). The complaint alleges breach of contract, fraud by failure to disclose and active concealment, negligent misrepresentation and rescission. The complaint is seeking a return of all moneys paid to ATS, actual damages, incidental and consequential damages, and for punitive and exemplary damages in excess of four million dollars. On April 22, 2004, ATS filed an Answer and Cross-Complaint against DPAC. The Cross-Complaint is for breach of contract, account stated, and reasonable value of goods and services. On April 23, 2004, ATS filed a Notice of Removal to remove the action from state to federal court in the Central District of California, Southern Division. The Company believes that it has meritorious defenses to plaintiff's claims and intends to vigorously defend against those claims. This suit is at its initial stages.

Additionally, the Company is involved from time-to-time in a variety of other legal and administrative proceedings and claims which arise in the ordinary course of business. While the outcome of these claims cannot be predicted with certainty, the Company does not believe that the outcome of any currently pending other legal matters will have a material adverse effect on the Company's financial statements.

6. IMPAIRMENT AND RESTRUCTURING CHARGES

As a result of the significant decline in the demand for the Company's existing stacking products coupled with the stoppage of development of the DuraStack™ product, the Company determined that it was necessary to evaluate for impairment the long-lived assets of the Company and to initiate a restructuring effort that focused future initiatives of the Company on the Airborne™ wireless product

F-13

line. The Company was notified in the fourth quarter of fiscal year 2004 by the vendor contracted with to develop the DuraStack™ automated production equipment that the equipment would not meet the specified volume through-put and yield requirements. The Company concluded that it was not economically feasible to continue with the DuraStack™ product and ceased any further development. The Company also decided to implement an outsourced model for the production of the Airborne™ wireless products.

In the fourth quarter of fiscal year 2004, the Company accelerated its restructuring plan, resulting in the resignation of the CEO, a reduction in the workforce, and a decision not to relocate the Company to a new facility. Additionally, the Company concluded that certain of its equipment had become excess to its production requirements and that the carrying value of the remaining production equipment had become impaired. As a result, the Company recorded approximately $3,870,000 of restructuring and impairment charges during fiscal year 2004. These charges included cash restructuring charges of approximately $1,420,000, of which $1,100,000 related to severance costs and $320,000 for termination of a building lease. The remaining noncash impairment charges of approximately $2,450,000 primarily related to $1,042,000 in write downs of production related assets, $960,000 write-down of DuraStack™ related equipment, and approximately $270,000 in non-cash compensation expense for accelerated vesting of stock options.

A summary of the company's restructuring and impairment activities during the year ended February 29, 2004 is as follows:

	Employee Severance		Equipment Writedown		Other		Total
Total amounts expensed	$	1,374,603	$	2,001,941	$	496,000	$	3,872,544
Identified future restructuring and impairment costs

Total identified restructuring and impairment costs	$	1,374,603	$	2,001,941	$	496,000	$	3,872,544

A summary of the activity that affected the Company's accrued restructuring costs for the year ended February 29, 2004 is as follows:

	Employee Severance			Equipment Writedown			Other			Total
Balance—beginning of year	$	—		$	—		$	—		$	—
Amounts expensed		1,374,603			2,001,941			496,000			3,872,544
Amounts paid / incurred		(467,507	)		(2,001,941	)		(396,000	)		(2,865,448	)

Balance—end of year	$	907,096		$	—		$	100,000		$	1,007,096

F-14

7. INCOME TAXES

The income tax (provision) benefit consists of the following:

		2004			2003			2002
Current:
	Federal	$	(800	)	$	14,382		$	—
	State		800			2,400			2,400

Total current						16,782			2,400

Deferred:
	Federal		(2,754,375	)		169,733			581,050
	State		(483,565	)		346,198			53,375

Total deferred			(3,237,940	)		515,931			634,425
Change in valuation allowance			8,001,924			(2,324,014	)		(634,425	)

Deferred income tax benefit (provision)—net			4,763,984			(1,808,083	)

Total income tax benefit (provision)		$	4,763,984		$	(1,791,301	)	$	2,400

A reconciliation of the Company's effective tax rate compared to the federal statutory tax rate is as follows:

	2004		2003		2002
Federal statutory rate	(35	)%	35	%	35	%
State taxes—net of federal benefit	(4	)	6		8
Valuation allowance	90		(310	)	(56	)
Other	1				13

	52	%	(269	)%	0	%

The Company provides deferred income taxes for temporary differences between assets and liabilities recognized for financial reporting and income tax purposes. The income tax effects of these temporary differences representing significant portions of the deferred tax assets and deferred tax liabilities are as follows at February 29, 2004 and February 28, 2003:

		2004			2003
Deferred tax assets:
	Inventories	$	194,083		$	224,557
	Other reserves		447,071			251,879
	Impairment and restructuring costs		234,485
	Net operating loss carryforwards, general business credit carryforwards and AMT credit carryforwards		7,757,705			4,736,521

Total gross deferred assets			8,633,344			5,212,957
Deferred tax liabilities:
	Depreciation and amortization		(70,674	)		(182,967	)
	State taxes		(342,711	)		(266,006	)

Total deferred tax liabilities			8,219,959			4,763,984
Valuation allowance			(8,219,959	)

Net deferred income taxes		$	—		$	4,763,984

F-15

As of February 29, 2004, a valuation allowance of $8,219,959 has been provided based upon the Company's assessment of the future realizability of certain deferred tax assets, as it is more likely than not that sufficient taxable income will not be generated to realize these temporary differences. As of February 28, 2003, no valuation allowance had been provided. During fiscal year 2004, the Company established a full valuation allowance for its net deferred tax assets, resulting in a charge to 2004 fiscal earnings of $4.8 million. In fiscal year 2003, the Company reversed a valuation allowance on its deferred tax assets totaling $5,279,915. Based on the nature of the underlying deferred tax assets, the reversal of the valuation allowance resulted in an increase to additional paid-in capital of $2,701,701, a reduction of Goodwill in the amount of $254,200, and a net income tax benefit of $2,324,014. The reversal was the result of the Company's history of operating profitability and the determination by management that the future realization of the net deferred tax assets was more likely than not at that time.

The fiscal 2004 valuation allowance was calculated in accordance with the provisions of SFAS No. 109, Accounting for Income Taxes, which requires an assessment of both negative and positive evidence when measuring the need for a valuation allowance. Evidence evaluated by management included operating results during the most recent three-year period and future projections, with more weight given to historical results than expectations of future profitability, which are inherently uncertain. The Company's net losses in recent periods represented sufficient negative evidence to require a full valuation allowance against its net deferred tax assets under SFAS 109. This valuation allowance will be evaluated periodically and could be reversed partially or totally if business results have sufficiently improved to support realization of our deferred tax assets.

As of February 29, 2004, the Company had federal and state net operating loss carryforwards of $19,533,000 and $7,584,000, respectively. Unless utilized, the federal net operating losses begin to expire in 2012, while the state net operating losses begin to expire in 2007. As of February 29, 2004, the Company had federal and state tax credit carryforwards of $275,000 and $172,000, respectively. The federal tax credits begin to expire in 2004, while the state tax credits begin to expire in 2006.

8. EMPLOYEE STOCK OPTION PLANS

Under the terms of the Company's 1996 Stock Option Plan (the "Plan"), options to purchase 6,000,000 shares of the Company's common stock are available for issuance to employees, officers, directors, and consultants. The plan was modified in fiscal year 2002 to increase the total number of options in the plan by 4% of the number of outstanding shares of common stock each year until the end of the option plan.

Options issued under this Plan are granted with exercise prices at fair market value and generally vest at a rate of 25% per year and expire within 10 years from the date of grant or upon 90 days after termination of employment. At February 29, 2004, 3,743,075 shares were available for future grants under the Plan.

During the year ended February 29, 2004, the Company granted 24,000 options to non-employees to purchase common shares at an average price of $1.02. Some of these stock options vest over time and are subject to revaluation, where the fair value of the non-vested options is adjusted every reporting period throughout the vesting schedule. The total value of the options granted to non-employees was determined to be $17,727 utilizing the Black-Scholes option-pricing model and was recorded as an expense in the accompanying financial statements. Also during fiscal year 2004, the Company accelerated vesting on certain employee options in connection with their separation from the Company. As a result of the modification to accelerate the vesting of these stock options, the Company recorded $283,833 of stock compensation expense representing the difference between the original strike price and the price of the common stock on the modification date.

F-16

During the year ended February 28, 2003, the Company granted 6,000 options to non-employees to purchase common shares at $1.42 per share. The options vested 100% on January 14, 2003 and expire the earlier of (1) two years after service termination, or (2) 10 years from date of grant. The value of the options was determined to be $5,056 utilizing the Black-Scholes option-pricing model on the date of grant and was recorded as expense in the accompanying financial statements.

During the year ended February 28, 2002, the Company accelerated vesting on certain director stock options in connection with their separation from the Company. As a result of the modification to accelerate the vesting of these stock options, the Company recorded $15,371 of stock compensation expense representing the difference between the original strike price and the price of the common stock on the modification date.

A summary of activity for the stock option plans is as follows:

		Number of Shares		Weighted- Average Exercise Price
Outstanding—February 28, 2001		2,187,300		$	3.62
	Granted (weighted-average fair value of $1.12)	661,500		$	1.71
	Exercised	(114,405	)	$	1.30
	Canceled	(154,875	)	$	4.03

Outstanding—February 28, 2002		2,579,520		$	3.20
	Granted (weighted-average fair value of $1.12)	521,500		$	2.20
	Exercised	(63,500	)	$	1.29
	Canceled	(66,750	)	$	3.80

Outstanding—February 28, 2003		2,970,770		$	3.09
	Granted (weighted-average fair value of $0.56)	1,295,000		$	1.01
	Exercised	(255,050	)	$	1.12
	Canceled	(221,875	)	$	2.83

Outstanding—February 29, 2004		3,788,845		$	2.51

Additional information regarding options outstanding is as follows as of February 29, 2004:

	Options Outstanding				Options Exercisable
Range of Exercise Prices	Number Outstanding	Weighted-Average Remaining Contractual Life (Years)	Weighted- Average Exercise Price		Number Exercisable	Weighted- Average Exercise Price
$0.94 - $1.00	719,400	7.6	$	0.96	274,400	$	0.99
$1.01 - $1.99	1,720,445	7.7	$	1.43	1,164,970	$	1.46
$2.00 - $2.99	421,000	6.4	$	2.31	374,375	$	2.28
$3.05 - $7.56	928,000	6.4	$	5.79	858,500	$	5.78

	3,788,845				2,672,245	$	2.92

9. SEGMENT INFORMATION

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the Company's chief operating decision-maker, or decision-making group, in deciding how to allocate resources and in assessing performance.

F-17

The Company's chief executive officer reviews financial information and makes operational decisions based upon the Company as a whole. Therefore, the Company reports as a single operating segment.

The Company generates revenue from three primary product lines. Net sales associated with these product categories were as follows:

	2004		2003		2002
Commercial	$	16,560,660	$	28,881,003	$	23,322,498
Industrial, defense and aerospace/value added manufacturing		3,000,737		5,608,462		7,182,008
Wireless		95,712

Total	$	19,567,109	$	34,489,465	$	30,504,506

The Company had export sales (primarily to Western European customers) accounting for approximately 12%, 23% and 12% of net sales for fiscal years 2004, 2003, and 2002, respectively.

10. BENEFIT AND COMPENSATION PLAN

The Company has a contributory 401(k) plan for all eligible employees. The Company matches up to 50% of an employee's contribution to the 401(k) plan, up to 4% of the employee's eligible salary, subject to certain limitations. The Company contributed $102,103, $127,817 and $133,534 to the 401(k) plan during fiscal years 2004, 2003, and 2002, respectively.

11. SUBSEQUENT EVENTS

On May 6, 2004, DPAC Technologies reached an agreement with Twilight Technologies Corp., a California Corporation, to sell DPAC's industrial, defense and aerospace ("IDA") memory product line. The IDA product line accounted for $2,772,313 of net sales in fiscal year 2004. The agreement sold the rights to the technology, the product line, inventory and certain assets for $333,000 in cash, as well as a future additional consideration based on the revenue of the product line for the next two years. The amount of the additional consideration cannot yet be determined

On May 6, 2004, the Company completed a private placement of common stock of $2.0 million, which will net the Company approximately $1.8 million. In consideration, the Company will issue approximately 2.48 million shares of common stock to the investors, along with three warrants. The Series A warrants expire in five years and are for approximately 1.24 million additional shares of common stock to the investors at $1.24 per share. The Series B warrants expire 320 days from the effective registration date and are for approximately 1.03 million additional shares of common stock to the investors at $.97 per share. The placement agent will receive warrants that will expire in five years and are for approximately 238,000 additional shares at $1.07 per share. The warrants are callable under certain conditions.

******

F-18

DPAC TECHNOLOGIES CORP.
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED FEBRUARY 29, 2004, FEBRUARY 28, 2003 AND 2002

	Balance at Beginning of Period		Additions from Acquisitions		Additions charged to Costs and Expenses(1)			Deductions			Balance at End of Period
YEAR ENDED FEBRUARY 29, 2004:
Allowance for doubtful accounts	$	72,609	$	—	$	4,712		$	(1,029	)	$	76,294
Allowance for excess and obsolete inventory	$	150,000	$	—	$	264,618		$	(139,618	)	$	275,000
YEAR ENDED FEBRUARY 28, 2003
Allowance for doubtful accounts	$	80,000	$	—	$	—		$	(7,391	)	$	72,609
Allowance for excess and obsolete inventory	$	175,000	$	—	$	70,093		$	(95,093	)	$	150,000
YEAR ENDED FEBRUARY 28, 2002:
Allowance for doubtful accounts	$	122,818	$	—	$	(15,572	)	$	(27,246	)	$	80,000
Allowance for excess and obsolete inventory	$	449,759	$	190,000	$	94,590		$	(559,349	)	$	175,000

(1): Additions charged to costs and expenses in the allowance for doubtful accounts reflect credit balances recorded in fiscal 2002, resulting from reductions in the allowance account associated with overall collections experience more favorable than previously estimated.

F-19

QuickLinks

DPAC TECHNOLOGIES CORP. FORM 10-K for the year ended February 29, 2004 I N D E X
PART I
PART I

ITEM 1: BUSINESS

ITEM 2: PROPERTIES

ITEM 3: LEGAL PROCEEDINGS

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

PART II

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

ITEM 6: SELECTED FINANCIAL DATA

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

ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 9A: CONTROLS AND PROCEDURES

PART III

ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

ITEM 11: EXECUTIVE COMPENSATION

ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

ITEM 14: PRINCIPAL ACCOUNTANTING FEES AND SERVICES

PART IV.

ITEM 15: EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

SIGNATURES
POWER OF ATTORNEY

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

DPAC TECHNOLOGIES CORP. BALANCE SHEETS FEBRUARY 29, 2004 AND FEBRUARY 28, 2003
DPAC TECHNOLOGIES CORP. STATEMENTS OF CASH FLOWS YEARS ENDED FEBRUARY 29, 2004, FEBRUARY 28, 2003 AND FEBRUARY 28, 2002
DPAC TECHNOLOGIES CORP. NOTES TO FINANCIAL STATEMENTS THREE YEARS IN THE PERIOD ENDED FEBRUARY 29, 2004
DPAC TECHNOLOGIES CORP. SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS YEARS ENDED FEBRUARY 29, 2004, FEBRUARY 28, 2003 AND 2002
EX-10.2.1 2 a2137385zex-10_21.htm EXHIBIT 10.2.1
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Exhibit 10.2.1

RENEWAL OF GARDEN GROVE LEASE

5410/31/01 MTIN
Revised 9/03
CALIFORNIA FORM

[STAMP]

LEASE

CABOT INDUSTRIAL VENTURE A, LLC,
a Delaware limited liability company

Landlord,

and
DPAC TECHNOLOGIES CORP.,
a California corporation

Tenant

TABLE OF CONTENTS

		Page
1.	USE AND RESTRICTIONS ON USE	1
2.	TERM	3
3.	RENT	3
4.	RENT ADJUSTMENTS	4
5.	SECURITY DEPOSIT	5
6.	ALTERATIONS	6
7.	REPAIR	7
8.	LIENS	8
9.	ASSIGNMENT AND SUBLETTING	8
10.	INDEMNIFICATION	10
11.	INSURANCE	10
12.	WAIVER OF SUBROGATION	11
13.	SERVICES AND UTILITIES	11
14.	HOLDING OVER	11
15.	SUBORDINATION	11
16.	RULES AND REGULATIONS	12
17.	REENTRY BY LANDLORD	12
18.	DEFAULT	12
19.	REMEDIES	13
20.	TENANT'S BANKRUPTCY OR INSOLVENCY	15
21.	QUIET ENJOYMENT	16
22.	CASUALTY	16
23.	EMINENT DOMAIN	17
24.	SALE BY LANDLORD	17
25.	ESTOPPEL CERTIFICATES	18
26.	SURRENDER OF PREMISES	18
27.	NOTICES	19
28.	TAXES PAYABLE BY TENANT	19
29.	RELOCATION OF TENANT	19
30.	DEFINED TERMS AND HEADINGS	19
31.	TENANT'S AUTHORITY	20
32.	FINANCIAL STATEMENTS AND CREDIT REPORTS	20
33.	COMMISSIONS	20
34.	TIME AND APPLICABLE LAW	20
35.	SUCCESSORS AND ASSIGNS	20
36.	ENTIRE AGREEMENT	20

37.	EXAMINATION NOT OPTION	20
38.	RECORDATION	21
39.	LIMITATION OF LANDLORD'S LIABILITY	22
EXHIBIT A—FLOOR PLAN DEPICTING THE PREMISES
EXHIBIT A-1—SITE PLAN
EXHIBIT B—INITIAL ALTERATIONS
EXHIBIT B-1 INITIAL ALTERATIONS MAP
EXHIBIT C—RULES AND REGULATIONS

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MULTI-TENANT INDUSTRIAL NET LEASE
REFERENCE PAGES

BUILDING:		7321 - 7341 LINCOLN WAY GARDEN GROVE, CA 92841
LANDLORD:		CABOT INDUSTRIAL VENTURE A, LLC, a Delaware limited liability company
LANDLORD'S ADDRESS:		1630 S. Sunkist Street, Suite A Anaheim, California 92806
WIRE INSTRUCTIONS AND/OR ADDRESS FOR RENT PAYMENT:		75 Remittance Drive Suite 1414 Chicago, Illinois 60675-1414
LEASE REFERENCE DATE:		December 29, 2003
TENANT:		DPAC TECHNOLOGIES CORP., a California corporation
TENANT'S NOTICE ADDRESS:		7321-7331 Lincoln Way Garden Grove, California 92841
	(a) As of beginning of Term:	7321-7331 Lincoln Way Garden Grove, California 92841
	(b) Prior to beginning of Term (if different):	7321-7341 Lincoln Way Garden Grove, California 92841
PREMISES ADDRESS:		7321-7331 Lincoln Way, Garden Grove, California 92841
PREMISES RENTABLE AREA:		Approximately 27,857 sq. ft. (for outline of Premises see Exhibit A)
USE:		Warehouse and lab areas relating to the research and development, manufacture, assembly and shipment of Tenant's products and general and administrative offices, and for no other purpose.
COMMENCEMENT DATE:		February 1, 2004
TERM OF LEASE:		Approximately Three (3) years, Three (3) months, Zero (0) days beginning on the Commencement Date and ending on the Termination Date.
TERMINATION DATE:		April 30, 2007


		Initials

iii

ANNUAL RENT and MONTHLY INSTALLMENT OF
RENT(Article 3):

Period
from	through	Annual Rent		Monthly Installment of Rent
2/1/2004	4/30/2004	$	0.00	$	0.00
5/1/2004	1/31/2005	$	277,453.56	$	23,121.13
2/1/2005	1/31/2006	$	285,812.82	$	23,817.74
2/1/2006	4/30/2007	$	294,169.92	$	24,514.16

TENANT'S PROPORTIONATE SHARE:		75.2%
SECURITY DEPOSIT:		$31,501.00 (see also Addendum to Lease—Security Deposit Transfer)
ASSIGNMENT/SUBLETTING FEE		$1,000.00
REAL ESTATE BROKER DUE COMMISSION:		In no event shall Landlord be obligated to pay any Brokerage Commission in accordance with this Lease. Tenant shall indemnify Landlord with respect to any broker(s) claiming they are owed a fee related to this transaction.

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The Reference Pages information is incorporated into and made a part of the Lease. In the event of any conflict between any Reference Pages information and the Lease, the Lease shall control. This Lease includes Exhibits A through C and Addendum Items 1 through 8, all of which are made a part of this Lease.

LANDLORD:		TENANT:
CABOT INDUSTRIAL VENTURE A, LLC, a Delaware limited liability company		DPAC TECHNOLOGIES CORP., a California corporation
By:	RREEF Management Company, a Delaware corporation, its Property Manager
By:		By:

Name:	Scott Recknor	Name:	Richard Dadamo
Title:	District Manager	Title:	Chairman of the Board of Directors
Dated: ___________________, 2004		Dated: ___________________, 2004
		By:

		Name:	William M. Stowell
		Title:	Chief Financial Officer
		Dated: ___________________, 2004

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LEASE

By this Lease Landlord leases to Tenant and Tenant leases from Landlord the Premises in the Building as set forth and described on the Reference Pages. The Premises are depicted on the floor plan attached hereto as Exhibit A, and the Building is depicted on the site plan attached hereto as Exhibit A-1. The Reference Pages, including all terms defined thereon, are incorporated as part of this Lease.

1. USE AND RESTRICTIONS ON USE.

1.1 The Premises are to be used solely for the purposes set forth on the Reference Pages. Tenant shall not do or permit anything to be done in or about the Premises which will in any way obstruct or interfere with the rights of other tenants or occupants of the Building or injure, annoy, or disturb them, or allow the Premises to be used for any improper, immoral, unlawful, or objectionable purpose, or commit any waste. Tenant shall not do, permit or suffer in, on, or about the Premises the sale of any alcoholic liquor without the written consent of Landlord first obtained. Tenant shall comply with all governmental laws, ordinances and regulations applicable to the use of the Premises and its occupancy and shall promptly comply with all governmental orders and directions for the correction, prevention and abatement of any violations in the Building or appurtenant land, caused or permitted by, or resulting from the specific use by, Tenant, or in or upon, or in connection with, the Premises, all at Tenant's sole expense. Tenant shall not do or permit anything to be done on or about the Premises or bring or keep anything into the Premises which will in any way increase the rate of, invalidate or prevent the procuring of any insurance protecting against loss or damage to the Building or any of its contents by fire or other casualty or against liability for damage to property or injury to persons in or about the Building or any part thereof.

1.2 Tenant shall not, and shall not direct, suffer or permit any of its agents, contractors, employees, licensees or invitees (collectively, the "Tenant Entities") to at any time handle, use, manufacture, store or dispose of in or about the Premises or the Building any (collectively "Hazardous Materials") flammables, explosives, radioactive materials, hazardous wastes or materials, toxic wastes or materials, or other similar substances, petroleum products or derivatives or any substance subject to regulation by or under any federal, state and local laws and ordinances relating to the protection of the environment or the keeping, use or disposition of environmentally hazardous materials, substances, or wastes, presently in effect or hereafter adopted, all amendments to any of them, and all rules and regulations issued pursuant to any of such laws or ordinances (collectively "Environmental Laws"), nor shall Tenant suffer or permit any Hazardous Materials to be used, in any manner not fully in compliance with all Environmental Laws, in the Premises or the Building and appurtenant land or allow the environment to become contaminated with any Hazardous Materials. Notwithstanding the foregoing, Tenant may handle, store, use or dispose of products containing small quantities of Hazardous Materials (such as aerosol cans containing insecticides, toner for copiers, paints, paint remover and the like) to the extent customary and necessary for the use of the Premises for general office purposes; provided that Tenant shall always handle, store, use, and dispose of any such Hazardous Materials in a safe and lawful manner and never allow such Hazardous Materials to contaminate the Premises, Building and appurtenant land or the environment. Tenant shall protect, defend, indemnify and hold each and all of the Landlord Entities (as defined in Article 30) harmless from and against any and all loss, claims, liability or costs (including court costs and attorney's fees) incurred by reason of any actual or asserted failure of Tenant to fully comply with all applicable Environmental Laws, or the presence, handling, use or disposition in or from the Premises of any Hazardous Materials by Tenant or any Tenant Entity (even though permissible under all applicable Environmental Laws or the provisions of this Lease), or by reason of any actual or asserted failure of Tenant to keep, observe, or perform any provision of this Section 1.2.

1.3 Tenant and the Tenant Entities will be entitled to the non-exclusive use of the common areas of the Building as they exist from time to time during the Term, including the parking facilities, subject

to Landlord's rules and regulations regarding such use. However, in no event will Tenant or the Tenant Entities park more vehicles in the parking facilities than Tenant's Proportionate Share of the total parking spaces available for common use. The foregoing shall not be deemed to provide Tenant with an exclusive right to any parking spaces or any guaranty of the availability of any particular parking spaces or any specific number of parking spaces.

1.4 Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation as to the condition of the Premises or the suitability of the Premises for Tenant's intended use. Tenant hereby acknowledges: (i) that it has satisfied itself with respect to the condition of the Premises (including, but not limited to, the electrical and fire sprinkler systems, security, environmental aspects, seismic and earthquake requirements), and compliance with the Americans with Disabilities Act (the "ADA") and applicable zoning, municipal, county, state and federal laws, ordinances and regulations and any covenants or restrictions of record and the present and future suitability of the Premises for Tenant's intended use, (ii) that it has made such investigations as it deems necessary with reference to such matters, is satisfied with reference thereto, and assumes all responsibility therefor as the same relate to Tenant's occupancy of the Premises and/or the provisions of this Lease and (iii) that it accepts the Premises in its "as-is" condition and currently occupies the Premises under a prior lease. This Lease is not contingent upon Tenant's ability to obtain any approvals and permits for its use of the Premises from any other applicable governmental entities or owners association. Landlord shall cooperate with Tenant in connection with Tenant seeking such permits and approvals, but at no cost to Landlord. Tenant acknowledges that it is obligated under this Lease even if all or part of its permitted use is not permitted at the Premises.

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2. TERM.

2.1 The Term of this Lease shall begin on the date ("Commencement Date") which shall be the Commencement Date as shown on the Reference Pages Premises to Tenant, and shall terminate on the date as shown on the Reference Pages ("Termination Date"), unless sooner terminated by the provisions of this Lease.

2.2 Tenant agrees that in the event of the inability of Landlord to deliver possession of the Premises on the Scheduled Commencement Date for any reason, Landlord shall not be liable for any damage resulting from such inability, but Tenant shall not be liable for any rent until the time when Landlord can, after notice to Tenant, deliver possession of the Premises to Tenant. No such failure to give possession on the Scheduled Commencement Date shall affect the other obligations of Tenant under this Lease, except that if Landlord is unable to deliver possession of the Premises within one hundred twenty (120) days after the Scheduled Commencement Date (other than as a result of strikes, shortages of materials, holdover tenancies or similar matters beyond the reasonable control of Landlord and Tenant is notified by Landlord in writing as to such delay), Tenant shall have the option to terminate this Lease unless said delay is as a result of: (a) Tenant's failure to agree to plans and specifications and/or construction cost estimates or bids; (b) Tenant's request for materials, finishes or installations other than Landlord's standard except those, if any, that Landlord shall have expressly agreed to furnish without extension of time agreed by Landlord; (c) Tenant's change in any plans or specifications; or, (d) performance or completion by a party employed by Tenant (each of the foregoing, a "Tenant Delay"). If any delay is the result of a Tenant Delay, the Commencement Date and the payment of rent under this Lease shall be accelerated by the number of days of such Tenant Delay.

2.3 In the event Landlord permits Tenant, or any agent, employee or contractor of Tenant, to enter, use or occupy the Premises prior to the Commencement Date, such entry, use or occupancy shall be subject to all the provisions of this Lease other than the payment of rent, including, without limitation, Tenant's compliance with the insurance requirements of Article 11. Said early possession shall not advance the Termination Date.

3. RENT.

3.1 Tenant agrees to pay to Landlord the Annual Rent in effect from time to time by paying the Monthly Installment of Rent then in effect on or before the fifth day of each full calendar month during the Term, except that the first full month's rent shall be paid upon the execution of this Lease. The Monthly Installment of Rent in effect at any time shall be one-twelfth (1/12) of the Annual Rent in effect at such time. Rent for any period during the Term which is less than a full month shall be a prorated portion of the Monthly Installment of Rent based upon the number of days in such month. Said rent shall be paid to Landlord, without deduction or offset and without notice or demand, at the Rent Payment Address, as set forth on the Reference Pages, or to such other person or at such other place as Landlord may from time to time designate in writing. If an Event of Default occurs, Landlord may require by notice to Tenant that all subsequent rent payments be made by an automatic payment from Tenant's bank account to Landlord's account, without cost to Landlord. Tenant must implement such automatic payment system prior to the next scheduled rent payment or within ten (10) days after Landlord's notice, whichever is later. Unless specified in this Lease to the contrary, all amounts and sums payable by Tenant to Landlord pursuant to this Lease shall be deemed additional rent.

3.2 Tenant recognizes that late payment of any rent or other sum due under this Lease will result in administrative expense to Landlord, the extent of which additional expense is extremely difficult and economically impractical to ascertain, Tenant therefore agrees that if rent or any other sum is not paid when due and payable pursuant to this Lease, a late charge shall be imposed in an amount equal to the greater of: (a) Fifty Dollars ($50.00), or (b) six percent (6%) of the unpaid rent or other payment. The amount of the late charge to be paid by Tenant shall be reassessed and added to Tenant's obligation for

each successive month until paid. The provisions of this Section 3.2 in no way relieve Tenant of the obligation to pay rent or other payments on or before the date on which they are due, nor do the terms of this Section 3.2 in any way affect Landlord's remedies pursuant to Article 19 of this Lease in the event said rent or other payment is unpaid after date due.

4. RENT ADJUSTMENTS.

4.1 For the purpose of this Article 4, the following terms are defined as follows:

4.1.1 Lease Year: Each fiscal year (as determined by Landlord from time to time) falling partly or wholly within the Term.

4.1.2 Expenses: All costs of operation, maintenance, repair and management fees of the Building not exceeding 5% of Landlord's gross receipts from the Building (including the amount of any credits which Landlord may grant to particular tenants of the Building in lieu of providing any standard services or paying any standard costs described in this Section 4.1.2 for similar tenants), as determined in accordance with generally accepted accounting principles, including the following costs by way of illustration, but not limitation: water and sewer charges; insurance charges of or relating to all insurance policies and endorsements deemed by Landlord to be reasonably necessary or desirable and relating in any manner to the protection, preservation, or operation of the Building or any part thereof; utility costs, including, but not limited to, the cost of heat, light, power, steam, gas; waste disposal; the cost of janitorial services; the cost of security and alarm services (including any central station signaling system); costs of cleaning, repairing, replacing and maintaining the common areas, including parking and landscaping, window cleaning costs; labor costs; costs and expenses of managing the Building including management fees not exceeding 5% of Landlord's gross receipts from the Building; air conditioning maintenance costs; elevator maintenance fees and supplies; material costs; equipment costs including the cost of maintenance, repair and service agreements and rental and leasing costs; purchase costs of equipment; current rental and leasing costs of items which would be capital items if purchased; tool costs; licenses, permits and inspection fees; wages and salaries; employee benefits and payroll taxes; accounting and legal fees; any sales, use or service taxes incurred in connection therewith. In addition, Landlord shall be entitled to recover, as additional rent (which, along with any other capital expenditures constituting Expenses, Landlord may either include in Expenses or cause to be billed to Tenant along with Expenses and Taxes but as a separate item), Tenant's Proportionate Share of: (i) an allocable portion of the cost of capital improvement items which are reasonably calculated to reduce operating expenses; (ii) the cost of fire sprinklers and suppression systems and other life safety systems; and (iii) other capital expenses which are required under any governmental laws, regulations or ordinances which were not applicable to the Building at the time it was constructed; but the costs described in this sentence shall be amortized over the reasonable life of such expenditures in accordance with such reasonable life and amortization schedules as shall be determined by Landlord in accordance with generally accepted accounting principles, with interest on the unamortized amount at one percent (1%) in excess of the Wall Street Journal prime lending rate announced from time to time. Expenses shall not include depreciation or amortization of the Building or equipment in the Building except as provided herein, loan principal payments, costs of alterations of tenants' premises, leasing commissions, interest expenses on long-term borrowings or advertising costs.

4.1.3 Taxes: Real estate taxes and any other taxes, charges and assessments which are levied with respect to the Building or the land appurtenant to the Building, or with respect to any improvements, fixtures and equipment or other property of Landlord, real or personal, located in the Building and used in connection with the operation of the Building and said land, any payments to any ground lessor in reimbursement of tax payments made by such lessor; and all fees, expenses and costs incurred by Landlord in investigating, protesting, contesting or in any way seeking to reduce or avoid increase in any assessments, levies or the tax rate pertaining to any

Taxes to be paid by Landlord in any Lease Year. Taxes shall not include any corporate franchise, or estate, inheritance or net income tax, or tax imposed upon any transfer by Landlord of its interest in this Lease or the Building or any taxes to be paid by Tenant pursuant to Article 28.

4.2 Tenant shall pay as additional rent for each Lease Year Tenant's Proportionate Share of Expenses and Taxes incurred for such Lease Year.

4.3 The annual determination of Expenses shall be made by Landlord and shall be binding upon Landlord and Tenant, subject to the provisions of this Section 4.3. During the Term, Tenant may review, at Tenant's sole cost and expense, the books and records supporting such determination in an office of Landlord, or Landlord's agent, during normal business hours, upon giving Landlord five (5) days advance written notice within sixty (60) days after receipt of such determination, but in no event more often than once in any one (1) year period, subject to execution of a confidentiality agreement acceptable to Landlord, and provided that if Tenant utilizes an independent accountant to perform such review it shall be one of national standing which is reasonably acceptable to Landlord, is not compensated on a contingency basis and is also subject to such confidentiality agreement. If Tenant fails to object to Landlord's determination of Expenses within ninety (90) days after receipt, or if any such objection fails to state with specificity the reason for the objection, Tenant shall be deemed to have approved such determination and shall have no further right to object to or contest such determination. In the event that during all or any portion of any Lease Year or Base Year, the Building is not fully rented and occupied Landlord shall make an appropriate adjustment in occupancy-related Expenses for such year for the purpose of avoiding distortion of the amount of such Expenses to be attributed to Tenant by reason of variation in total occupancy of the Building, by employing consistent and sound accounting and management principles to determine Expenses that would have been paid or incurred by Landlord had the Building been at least ninety-five percent (95%) rented and occupied, and the amount so determined shall be deemed to have been Expenses for such Lease Year.

4.4 Prior to the actual determination thereof for a Lease Year, Landlord may from time to time estimate Tenant's liability for Expenses and/or Taxes under Section 4.2, Article 6 and Article 28 for the Lease Year or portion thereof. Landlord will give Tenant written notification of the amount of such estimate and Tenant agrees that it will pay, by increase of its Monthly Installments of Rent due in such Lease Year, additional rent in the amount of such estimate. Any such increased rate of Monthly Installments of Rent pursuant to this Section 4.4 shall remain in effect until further written notification to Tenant pursuant hereto.

4.5 When the above mentioned actual determination of Tenant's liability for Expenses and/or Taxes is made for any Lease Year and when Tenant is so notified in writing, then:

4.5.1 If the total additional rent Tenant actually paid pursuant to Section 4.3 on account of Expenses and/or Taxes for the Lease Year is less than Tenant's liability for Expenses and/or Taxes, then Tenant shall pay such deficiency to Landlord as additional rent in one lump sum within thirty (30) days of receipt of Landlord's bill therefor; and

4.5.2 If the total additional rent Tenant actually paid pursuant to Section 4.3 on account of Expenses and/or Taxes for the Lease Year is more than Tenant's liability for Expenses and/or Taxes, then Landlord shall credit the difference against the then next due payments to be made by Tenant under this Article 4, or, if the Lease has terminated, refund the difference in cash.

4.6 If the Commencement Date is other than January 1 or if the Termination Date is other than December 31, Tenant's liability for Expenses and Taxes for the Lease Year in which said Date occurs shall be prorated based upon a three hundred sixty-five (365) day year.

5. SECURITY DEPOSIT. Tenant shall deposit the Security Deposit with Landlord upon the execution of this Lease. Said sum shall be held by Landlord as security for the faithful performance by Tenant of all the terms, covenants and conditions of this Lease to be kept and performed by Tenant and not as an advance rental deposit or as a measure of Landlord's damage in case of Tenant's default.

If Tenant defaults with respect to any provision of this Lease, Landlord may use any part of the Security Deposit for the payment of any rent or any other sum in default, or for the payment of any amount which Landlord may spend or become obligated to spend by reason of Tenant's default, or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant's default. If any portion is so used, Tenant shall within five (5) days after written demand therefor, deposit with Landlord an amount sufficient to restore the Security Deposit to its original amount and Tenant's failure to do so shall be a material breach of this Lease. Except to such extent, if any, as shall be required by law, Landlord shall not be required to keep the Security Deposit separate from its general funds, and Tenant shall not be entitled to interest on such deposit. If Tenant shall fully and faithfully perform every provision of this Lease to be performed by it, the Security Deposit or any balance thereof shall be returned to Tenant at such time after termination of this Lease when Landlord shall have determined that all of Tenant's obligations under this Lease have been fulfilled. Notwithstanding anything to the contrary contained herein or in Article 23 hereof, Tenant hereby waives the provisions of Section 1950.7 of the California Civil Code, or any similar or successor Regulations or other laws now or hereinafter in effect.

6. ALTERATIONS.

6.1 Except for those, if any, specifically provided for in Exhibit B to this Lease, Tenant shall not make or suffer to be made any alterations, additions, or improvements, including, but not limited to, the attachment of any fixtures or equipment in, on, or to the Premises or any part thereof or the making of any improvements as required by Article 7, without the prior written consent of Landlord. When applying for such consent, Tenant shall, if requested by Landlord, furnish complete plans and specifications for such alterations, additions and improvements. Landlord's consent shall not be unreasonably withheld with respect to alterations which (i) are not structural in nature, (ii) are not visible from the exterior of the Building, (iii) do not affect or require modification of the Building's electrical, mechanical, plumbing, HVAC or other systems, and (iv) in aggregate do not cost more than $5.00 per rentable square foot of that portion of the Premises affected by the alterations in question.

6.2 In the event Landlord consents to the making of any such alteration, addition or improvement by Tenant, the same shall be made by using either Landlord's contractor or a contractor reasonably approved by Landlord, in either event at Tenant's sole cost and expense. If Tenant shall employ any contractor other than Landlord's contractor and such other contractor or any subcontractor of such other contractor shall employ any non-union labor or supplier, Tenant shall be responsible for and hold Landlord harmless from any and all delays, damages and extra costs suffered by Landlord as a result of any dispute with any labor unions concerning the wage, hours, terms or conditions of the employment of any such labor. In any event Landlord may charge Tenant a construction management fee not to exceed five percent (5%) of the cost of such work to cover its overhead as it relates to such proposed work, plus third-party costs actually incurred by Landlord in connection with the proposed work and the design thereof, with all such amounts being due five (5) days after Landlord's demand.

6.3 All alterations, additions or improvements proposed by Tenant shall be constructed in accordance with all government laws, ordinances, rules and regulations, using Building standard materials where applicable, and Tenant shall, prior to construction, provide the additional insurance required under Article 11 in such case, and also all such assurances to Landlord as Landlord shall reasonably require to assure payment of the costs thereof, including but not limited to, notices of non-responsibility, waivers of lien, surety company performance bonds and funded construction escrows and to protect Landlord and the Building and appurtenant land against any loss from any mechanic's, materialmen's or other liens. Tenant shall pay in addition to any sums due pursuant to Article 4, any increase in real estate taxes attributable to any such alteration, addition or improvement for so long, during the Term, as such increase is ascertainable; at Landlord's election said sums shall be paid in the same way as sums due under Article 4. Landlord may, as a condition to its consent to any particular alterations or improvements, require Tenant to deposit with Landlord the amount reasonably estimated

by Landlord as sufficient to cover the cost of removing such alterations or improvements and restoring the Premises, to the extent required under Section 26.2

7. REPAIR.

7.1 Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises, except as specified in Exhibit B if attached to this Lease and except that Landlord shall repair and maintain the structural portions of the roof, foundation and walls of the Building. By taking possession of the Premises, Tenant accepts them as being in good order, condition and repair and in the condition in which Landlord is obligated to deliver them, except as set forth in the punch list to be delivered pursuant to Section 2.1. It is hereby understood and agreed that no representations respecting the condition of the Premises or the Building have been made by Landlord to Tenant, except as specifically set forth in this Lease. Landlord shall not be liable for any failure to make any repairs or to perform any maintenance unless such failure shall persist for an unreasonable time after written notice of the need of such repairs or maintenance is given to Landlord by Tenant.

7.2 Tenant shall at its own cost and expense keep and maintain all parts of the Premises and such portion of the Building and improvements as are within the exclusive control of Tenant in good condition, promptly making all necessary repairs and replacements, whether ordinary or extraordinary, with materials and workmanship of the same character, kind and quality as the original (including, but not limited to, repair and replacement of all fixtures installed by Tenant, water heaters serving the Premises, windows, glass and plate glass, doors, exterior stairs, skylights, any special office entries, interior walls and finish work, floors and floor coverings, heating and air conditioning systems serving the Premises, electrical systems and fixtures, sprinkler systems, dock boards, truck doors, dock bumpers, plumbing work and fixtures, and performance of regular removal of trash and debris). Tenant as part of its obligations hereunder shall keep the Premises in a clean and sanitary condition. Tenant will, as far as possible keep all such parts of the Premises from deterioration due to ordinary wear and from falling temporarily out of repair, and upon termination of this Lease in any way Tenant will yield up the Premises to Landlord in good condition and repair, loss by fire or other casualty excepted (but not excepting any damage to glass). Tenant shall, at its own cost and expense, repair any damage to the Premises or the Building resulting from and/or caused in whole or in part by the negligence or misconduct of Tenant, its agents, employees, contractors, invitees, or any other person entering upon the Premises as a result of Tenant's business activities or caused by Tenant's default hereunder.

7.3 Except as provided in Article 22, there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant's business arising from the making of any repairs, alterations or improvements in or to any portion of the Building or the Premises or to fixtures, appurtenances and equipment in the Building. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code, or any similar or successor Regulations or other laws now or hereinafter in effect.

7.4 Tenant shall, at its own cost and expense, enter into a regularly scheduled preventive maintenance/service contract with a maintenance contractor approved by Landlord for servicing all heating and air conditioning systems and equipment serving the Premises (and a copy thereof shall be furnished to Landlord). The service contract must include all services suggested by the equipment manufacturer in the operation/maintenance manual and must become effective within thirty (30) days of the date Tenant takes possession of the Premises. Should Tenant fail to do so, Landlord may, upon notice to Tenant, enter into such a maintenance/service contract on behalf of Tenant or perform the work and in either case, charge Tenant the cost thereof along with a reasonable amount for Landlord's overhead.

7.5 Landlord shall coordinate any repairs and other maintenance of any railroad tracks serving the Building and, if Tenant uses such rail tracks, Tenant shall reimburse Landlord or the railroad company from time to time upon demand, as additional rent, for its share of the costs of such repair and maintenance and for any other sums specified in any agreement to which Landlord or Tenant is a party respecting such tracks, such costs to be borne proportionately by all tenants in the Building using such rail tracks, based upon the actual number of rail cars shipped and received by such tenant during each calendar year during the Term.

8. LIENS. Tenant shall keep the Premises, the Building and appurtenant land and Tenant's leasehold interest in the Premises free from any liens arising out of any services, work or materials performed, furnished, or contracted for by Tenant, or obligations incurred by Tenant. In the event that Tenant fails, within ten (10) days following the imposition of any such lien, to either cause the same to be released of record or provide Landlord with insurance against the same issued by a major title insurance company or such other protection against the same as Landlord shall accept (such failure to constitute an Event of Default), Landlord shall have the right to cause the same to be released by such means as it shall deem proper, including payment of the claim giving rise to such lien. All such sums paid by Landlord and all expenses incurred by it in connection therewith shall be payable to it by Tenant within five (5) days Landlord's demand.

9. ASSIGNMENT AND SUBLETTING.

9.1 Tenant shall not have the right to assign or pledge this Lease or to sublet the whole or any part of the Premises whether voluntarily or by operation of law, or permit the use or occupancy of the Premises by anyone other than Tenant, and shall not make, suffer or permit such assignment, subleasing or occupancy without the prior written consent of Landlord, such consent not to be unreasonably withheld, and said restrictions shall be binding upon any and all assignees of the Lease and subtenants of the Premises. In the event Tenant desires to sublet, or permit such occupancy of, the Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord at least sixty (60) days but no more than one hundred twenty (120) days prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease or assignment and copies of financial reports and other relevant financial information of the proposed subtenant or assignee.

9.2 Notwithstanding any assignment or subletting, permitted or otherwise, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the rent specified in this Lease and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an Event of Default, if the Premises or any part of them are then assigned or sublet, Landlord, in addition to any other remedies provided in this Lease or provided by law, may, at its option, collect directly from such assignee or subtenant all rents due and becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord from Tenant under this Lease, and no such collection shall be construed to constitute a novation or release of Tenant from the further performance of Tenant's obligations under this Lease.

9.3 In addition to Landlord's right to approve of any subtenant or assignee, Landlord shall have the option, in its sole discretion, in the event of any proposed subletting or assignment, to terminate this Lease, or in the case of a proposed subletting of less than the entire Premises, to recapture the portion of the Premises to be sublet, as of the date the subletting or assignment is to be effective. The option shall be exercised, if at all, by Landlord giving Tenant written notice given by Landlord to Tenant within thirty (30) days following Landlord's receipt of Tenant's written notice as required above. However, if Tenant notifies Landlord, within five (5) days after receipt of Landlord's termination notice, that Tenant is rescinding its proposed assignment or sublease, the termination notice shall be void and the Lease shall continue in full force and effect. If this Lease shall be terminated with respect to the entire Premises pursuant to this Section, the Term of this Lease shall end on the date stated in

Tenant's notice as the effective date of the sublease or assignment as if that date had been originally fixed in this Lease for the expiration of the Term. If Landlord recaptures under this Section only a portion of the Premises, the rent to be paid from time to time during the unexpired Term shall abate proportionately based on the proportion by which the approximate square footage of the remaining portion of the Premises shall be less than that of the Premises as of the date immediately prior to such recapture. Tenant shall, at Tenant's own cost and expense, discharge in full any outstanding commission obligation which may be due and owing as a result of any proposed assignment or subletting, whether or not the Premises are recaptured pursuant to this Section 9.3 and rented by Landlord to the proposed tenant or any other tenant.

9.4 In the event that Tenant sells, sublets, assigns or transfers this Lease, Tenant shall pay to Landlord as additional rent an amount equal to one hundred percent (100%) of any Increased Rent (as defined below), less the Costs Component (as defined below), when and as such Increased Rent is received by Tenant. As used in this Section, "Increased Rent" shall mean the excess of (i) all rent and other consideration which Tenant is entitled to receive by reason of any sale, sublease, assignment or other transfer of this Lease, over (ii) the rent otherwise payable by Tenant under this Lease at such time. For purposes of the foregoing, any consideration received by Tenant in form other than cash shall be valued at its fair market value as determined by Landlord in good faith. The "Costs Component" is that amount which, if paid monthly, would fully amortize on a straight-line basis, over the entire period for which Tenant is to receive Increased Rent, the reasonable costs incurred by Tenant for leasing commissions and tenant improvements in connection with such sublease, assignment or other transfer.

9.5 Notwithstanding any other provision hereof, it shall be considered reasonable for Landlord to withhold its consent to any assignment of this Lease or sublease of any portion of the Premises if at the time of either Tenant's notice of the proposed assignment or sublease or the proposed commencement date thereof, there shall exist any uncured default of Tenant or matter which will become a default of Tenant with passage of time unless cured, or if the proposed assignee or sublessee is an entity: (a) with which Landlord is already in negotiation; (b) is already an occupant of the Building unless Landlord is unable to provide the amount of space required by such occupant; (c) is a governmental agency; (d) is incompatible with the character of occupancy of the Building; (e) with which the payment for the sublease or assignment is determined in whole or in part based upon its net income or profits; or (f) would subject the Premises to a use which would: (i) involve increased personnel or wear upon the Building; (ii) violate any exclusive right granted to another tenant of the Building; (iii) require any addition to or modification of the Premises or the Building in order to comply with building code or other governmental requirements; or, (iv) involve a violation of Section 1.2. Tenant expressly agrees that for the purposes of any statutory or other requirement of reasonableness on the part of Landlord, Landlord's refusal to consent to any assignment or sublease for any of the reasons described in this Section 9.5, shall be conclusively deemed to be reasonable.

9.6 Upon any request to assign or sublet, Tenant will pay to Landlord the Assignment/Subletting Fee plus, on demand, a sum equal to all of Landlord's costs, including reasonable attorney's fees, incurred in investigating and considering any proposed or purported assignment or pledge of this Lease or sublease of any of the Premises, regardless of whether Landlord shall consent to, refuse consent, or determine that Landlord's consent is not required for, such assignment, pledge or sublease. Any purported sale, assignment, mortgage, transfer of this Lease or subletting which does not comply with the provisions of this Article 9 shall be void.

9.7 If Tenant is a corporation, limited liability company, partnership or trust, any transfer or transfers of or change or changes within any twelve (12) month period in the number of the outstanding voting shares of the corporation or limited liability company, the general partnership interests in the partnership or the identity of the persons or entities controlling the activities of such partnership or trust resulting in the persons or entities owning or controlling a majority of such shares, partnership interests or activities of such partnership or trust at the beginning of such period no longer

having such ownership or control shall be regarded as equivalent to an assignment of this Lease to the persons or entities acquiring such ownership or control and shall be subject to all the provisions of this Article 9 to the same extent and for all intents and purposes as though such an assignment.

10. INDEMNIFICATION. None of the Landlord Entities shall be liable and Tenant hereby waives all claims against them for any damage to any property or any injury to any person in or about the Premises or the Building by or from any cause whatsoever (including without limiting the foregoing, rain or water leakage of any character from the roof, windows, walls, basement, pipes, plumbing works or appliances, the Building not being in good condition or repair, gas, fire, oil, electricity or theft), except to the extent caused by or arising from the gross negligence or willful misconduct of Landlord or its agents, employees or contractors. Tenant shall protect, indemnify and hold the Landlord Entities harmless from and against any and all loss, claims, liability or costs (including court costs and attorney's fees) incurred by reason of (a) any damage to any property (including but not limited to property of any Landlord Entity) or any injury (including but not limited to death) to any person occurring in, on or about the Premises or the Building to the extent that such injury or damage shall be caused by or arise from any actual or alleged act, neglect, fault, or omission by or of Tenant or any Tenant Entity to meet any standards imposed by any duty with respect to the injury or damage; (b) the conduct or management of any work or thing whatsoever done by the Tenant in or about the Premises or from transactions of the Tenant concerning the Premises; (c) Tenant's failure to comply with any and all governmental laws, ordinances and regulations applicable to the condition or use of the Premises or its occupancy; or (d) any breach or default on the part of Tenant in the performance of any covenant or agreement on the part of the Tenant to be performed pursuant to this Lease. The provisions of this Article shall survive the termination of this Lease with respect to any claims or liability accruing prior to such termination.

11. INSURANCE.

11.1 Tenant shall keep in force throughout the Term: (a) a Commercial General Liability insurance policy or policies to protect the Landlord Entities against any liability to the public or to any invitee of Tenant or a Landlord Entity incidental to the use of or resulting from any accident occurring in or upon the Premises with a limit of not less than $1,000,000 per occurrence and not less than $2,000,000 in the annual aggregate, or such larger amount as Landlord may prudently require from time to time, covering bodily injury and property damage liability and $1,000,000 products/completed operations aggregate; (b) Business Auto Liability covering owned, non-owned and hired vehicles with a limit of not less than $1,000,000 per accident; (c) insurance protecting against liability under Worker's Compensation Laws with limits at least as required by statute; (d) Employers Liability with limits of $1,000,000 each accident, $1,000,000 disease policy limit, $1,000,000 disease—each employee; (e) All Risk or Special Form coverage protecting Tenant against loss of or damage to Tenant's alterations, additions, improvements, carpeting, floor coverings, panelings, decorations, fixtures, inventory and other business personal property situated in or about the Premises to the full replacement value of the property so insured, (f) Business Interruption Insurance for 100% of the 12 months actual loss sustained, and (g) Excess Liability in the amount of $5,000,000.

11.2 The aforesaid policies shall (a) be provided at Tenant's expense; (b) name the Landlord Entities as additional insureds (General Liability) and loss payee (Property—Special Form); (c) be issued by an insurance company with a minimum Best's rating of "A:VII" during the Term; and (d) provide that said insurance shall not be canceled unless thirty (30) days prior written notice (ten days for non-payment of premium) shall have been given to Landlord; a certificate of Liability insurance on ACORD Form 25 and a certificate of Property insurance on ACORD Form 27 shall be delivered to Landlord by Tenant upon the Commencement Date and at least thirty (30) days prior to each renewal of said insurance.

11.3 Whenever Tenant shall undertake any alterations, additions or improvements in, to or about the Premises ("Work") the aforesaid insurance protection must extend to and include injuries to persons and damage to property arising in connection with such Work, without limitation including liability under any applicable structural work act, and such other insurance as Landlord shall require; and the policies of or certificates evidencing such insurance must be delivered to Landlord prior to the commencement of any such Work.

12. WAIVER OF SUBROGATION. So long as their respective insurers so permit, Tenant and Landlord hereby mutually waive their respective rights of recovery against each other for any loss insured by fire, extended coverage, All Risks or other insurance now or hereafter existing for the benefit of the respective party but only to the extent of the net insurance proceeds payable under such policies. Each party shall obtain any special endorsements required by their insurer to evidence compliance with the aforementioned waiver.

13. SERVICES AND UTILITIES. Tenant shall pay for all water, gas, heat, light, power, telephone, sewer, sprinkler system charges and other utilities and services used on or from the Premises, together with any taxes, penalties, and surcharges or the like pertaining thereto and any maintenance charges for utilities. Tenant shall furnish all electric light bulbs, tubes and ballasts, battery packs for emergency lighting and fire extinguishers. If any such services are not separately metered to Tenant, Tenant shall pay such proportion of all charges jointly metered with other premises as determined by Landlord, in its sole discretion, to be reasonable. Any such charges paid by Landlord and assessed against Tenant shall be immediately payable to Landlord on demand and shall be additional rent hereunder. Tenant will not, without the written consent of Landlord, contract with a utility provider to service the Premises with any utility, including, but not limited to, telecommunications, electricity, water, sewer or gas, which is not previously providing such service to other tenants in the Building. Landlord shall in no event be liable for any interruption or failure of utility services on or to the Premises.

14. HOLDING OVER. Tenant shall pay Landlord for each day Tenant retains possession of the Premises or part of them after termination of this Lease by lapse of time or otherwise at the rate ("Holdover Rate") which shall be One Hundred Fifty Percent (150%) of the greater of (a) the amount of the Annual Rent for the last period prior to the date of such termination plus all Rent Adjustments under Article 4; and (b) the then market rental value of the Premises as determined by Landlord assuming a new lease of the Premises of the then usual duration and other terms, in either case, prorated on a daily basis, and also pay all damages sustained by Landlord by reason of such retention. If Landlord gives notice to Tenant of Landlord's election to such effect, such holding over shall constitute renewal of this Lease for a period from month to month or one (1) year, whichever shall be specified in such notice, in either case at the Holdover Rate, but if the Landlord does not so elect, no such renewal shall result notwithstanding acceptance by Landlord of any sums due hereunder after such termination; and instead, a tenancy at sufferance at the Holdover Rate shall be deemed to have been created. In any event, no provision of this Article 14 shall be deemed to waive Landlord's right of reentry or any other right under this Lease or at law.

15. SUBORDINATION. Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to ground or underlying leases and to the lien of any mortgages or deeds of trust now or hereafter placed on, against or affecting the Building, Landlord's interest or estate in the Building, or any ground or underlying lease; provided, however, that if the lessor, mortgagee, trustee, or holder of any such mortgage or deed of trust elects to have Tenant's interest in this Lease be superior to any such instrument, then, by notice to Tenant, this Lease shall be deemed superior, whether this Lease was executed before or after said instrument. Notwithstanding the foregoing, Tenant covenants and agrees to execute and deliver within ten (10) days of Landlord's request such further instruments evidencing such subordination or superiority of this Lease as may be required by Landlord. At Tenant's request,

Landlord shall request a reasonable and customary non-disturbance letter from its mortgagee, but the failure to obtain such non-disturbance letter shall not be a breach of this Lease.

16. RULES AND REGULATIONS. Tenant shall faithfully observe and comply with all the rules and regulations as set forth in Exhibit D to this Lease and all reasonable and non-discriminatory modifications of and additions to them from time to time put into effect by Landlord. Landlord shall not be responsible to Tenant for the non-performance by any other tenant or occupant of the Building of any such rules and regulations.

17. REENTRY BY LANDLORD.

17.1 Landlord reserves and shall at all times have the right to re-enter the Premises to inspect the same, to show said Premises to prospective purchasers, mortgagees or tenants, and to alter, improve or repair the Premises and any portion of the Building, without abatement of rent, and may for that purpose erect, use and maintain scaffolding, pipes, conduits and other necessary structures and open any wall, ceiling or floor in and through the Building and Premises where reasonably required by the character of the work to be performed, provided entrance to the Premises shall not be blocked thereby, and further provided that the business of Tenant shall not be interfered with unreasonably. Landlord shall have the right at any time to change the arrangement and/or locations of entrances, or passageways, doors and doorways, and corridors, windows, elevators, stairs, toilets or other public parts of the Building and to change the name, number or designation by which the Building is commonly known. In the event that Landlord damages any portion of any wall or wall covering, ceiling, or floor or floor covering within the Premises, Landlord shall repair or replace the damaged portion to match the original as nearly as commercially reasonable but shall not be required to repair or replace more than the portion actually damaged. Tenant hereby waives any claim for damages for any injury or inconvenience to or interference with Tenant's business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss occasioned by any action of Landlord authorized by this Article 17.

17.2 Landlord shall have the right to use any and all means which Landlord may deem proper to open said doors in an emergency to obtain entry to any portion of the Premises. Landlord is authorized to gain access by such means as Landlord shall elect and the cost of repairing any damage occurring in doing so shall be borne by Tenant and paid to Landlord within five (5) days of Landlord's demand.

18. DEFAULT.

18.1 Except as otherwise provided in Article 20, the following events shall be deemed to be Events of Default under this Lease:

18.1.1 Tenant shall fail to pay when due any sum of money becoming due to be paid to Landlord under this Lease, whether such sum be any installment of the rent reserved by this Lease, any other amount treated as additional rent under this Lease, or any other payment or reimbursement to Landlord required by this Lease, whether or not treated as additional rent under this Lease, and such failure shall continue for a period of five (5) days after written notice that such payment was not made when due, but if any such notice shall be given, for the twelve (12) month period commencing with the date of such notice, the failure to pay within five (5) days after due any additional sum of money becoming due to be paid to Landlord under this Lease during such period shall be an Event of Default, without notice. The notice required pursuant to this Section 18.1.1 shall replace rather than supplement any statutory notice required under California Code of Civil Procedure Section 1161 or any similar or successor statute.

18.1.2 Tenant shall fail to comply with any term, provision or covenant of this Lease which is not provided for in another Section of this Article and shall not cure such failure within twenty (20) days (forthwith, if the failure involves a hazardous condition) after written notice of such failure to Tenant provided, however, that such failure shall not be an event of default if such

failure could not reasonably be cured during such twenty (20) day period, Tenant has commenced the cure within such twenty (20) day period and thereafter is diligently pursuing such cure to completion, but the total aggregate cure period shall not exceed ninety (90) days.

18.1.3 Tenant shall fail to vacate the Premises immediately upon termination of this Lease, by lapse of time or otherwise, or upon termination of Tenant's right to possession only.

18.1.4 Tenant shall become insolvent, admit in writing its inability to pay its debts generally as they become due, file a petition in bankruptcy or a petition to take advantage of any insolvency statute, make an assignment for the benefit of creditors, make a transfer in fraud of creditors, apply for or consent to the appointment of a receiver of itself or of the whole or any substantial part of its property, or file a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws, as now in effect or hereafter amended, or any other similar applicable law or statute of the United States or any state thereof affecting creditors rights.

18.1.5 A court of competent jurisdiction shall enter an order, judgment or decree adjudicating Tenant bankrupt, or appointing a receiver of Tenant, or of the whole or any substantial part of its property, without the consent of Tenant, or approving a petition filed against Tenant seeking reorganization or arrangement of Tenant under the bankruptcy laws of the United States, as now in effect or hereafter amended, or any state thereof, and such order, judgment or decree shall not be vacated or set aside or stayed within sixty (60) days from the date of entry thereof.

19. REMEDIES.

19.1 Upon the occurrence of any Event or Events of Default under this Lease, whether enumerated in Article 18 or not, Landlord shall have the option to pursue any one or more of the following remedies without any notice (except as expressly prescribed herein) or demand whatsoever (and without limiting the generality of the foregoing, Tenant hereby specifically waives notice and demand for payment of rent or other obligations and waives any and all other notices or demand requirements imposed by applicable law):

19.1.1 Terminate this Lease and Tenant's right to possession of the Premises and recover from Tenant an award of damages equal to the sum of the following:

19.1.1.1 The Worth at the Time of Award of the unpaid rent which had been earned at the time of termination;

19.1.1.2 The Worth at the Time of Award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rent loss that Tenant affirmatively proves could have been reasonably avoided;

19.1.1.3 The Worth at the Time of Award of the amount by which the unpaid rent for the balance of the Term after the time of award exceeds the amount of such rent loss that Tenant affirmatively proves could be reasonably avoided;

19.1.1.4 Any other amount necessary to compensate Landlord for all the detriment either proximately caused by Tenant's failure to perform Tenant's obligations under this Lease or which in the ordinary course of things would be likely to result therefrom; and

19.1.1.5 All such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time under applicable law.

The "Worth at the Time of Award" of the amounts referred to in parts 19.1.1.1 and 19.1.1.2 above, shall be computed by allowing interest at the lesser of a per annum rate equal to: (i) the greatest per annum rate of interest permitted from time to time under applicable law, or (ii) the Prime Rate plus 5%. For purposes hereof, the "Prime Rate" shall be the per annum interest rate publicly announced as

its prime or base rate by a federally insured bank selected by Landlord in the State of California. The "Worth at the Time of Award" of the amount referred to in part 19.1.1.3, above, shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus 1%;

19.1.2 Employ the remedy described in California Civil Code § 1951.4 (Landlord may continue this Lease in effect after Tenant's breach and abandonment and recover rent as it becomes due, if Tenant has the right to sublet or assign, subject only to reasonable limitations); or

19.1.3 Notwithstanding Landlord's exercise of the remedy described in California Civil Code § 1951.4 in respect of an Event or Events of Default, at such time thereafter as Landlord may elect in writing, to terminate this Lease and Tenant's right to possession of the Premises and recover an award of damages as provided above in Section 19.1.1.

19.2 The subsequent acceptance of rent hereunder by Landlord shall not be deemed to be a waiver of any preceding breach by Tenant of any term, covenant or condition of this Lease, other than the failure of Tenant to pay the particular rent so accepted, regardless of Landlord's knowledge of such preceding breach at the time of acceptance of such rent. No waiver by Landlord of any breach hereof shall be effective unless such waiver is in writing and signed by Landlord.

19.3 TENANT HEREBY WAIVES ANY AND ALL RIGHTS CONFERRED BY SECTION 3275 OF THE CIVIL CODE OF CALIFORNIA AND BY SECTIONS 1174 (c) AND 1179 OF THE CODE OF CIVIL PROCEDURE OF CALIFORNIA AND ANY AND ALL OTHER REGULATIONS AND RULES OF LAW FROM TIME TO TIME IN EFFECT DURING THE TERM PROVIDING THAT TENANT SHALL HAVE ANY RIGHT TO REDEEM, REINSTATE OR RESTORE THIS LEASE FOLLOWING ITS TERMINATION BY REASON OF TENANT'S BREACH. TENANT ALSO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR RELATING TO THIS LEASE.

19.4 No right or remedy herein conferred upon or reserved to Landlord is intended to be exclusive of any other right or remedy, and each and every right and remedy shall be cumulative and in addition to any other right or remedy given hereunder or now or hereafter existing by agreement, applicable law or in equity. In addition to other remedies provided in this Lease, Landlord shall be entitled, to the extent permitted by applicable law, to injunctive relief, or to a decree compelling performance of any of the covenants, agreements, conditions or provisions of this Lease, or to any other remedy allowed to Landlord at law or in equity. Forbearance by Landlord to enforce one or more of the remedies herein provided upon an Event of Default shall not be deemed or construed to constitute a waiver of such Default.

19.5 This Article 19 shall be enforceable to the maximum extent such enforcement is not prohibited by applicable law, and the unenforceability of any portion thereof shall not thereby render unenforceable any other portion..

19.6 If more than one (1) Event of Default occurs during the Term or any renewal thereof, Tenant's renewal options, expansion options, purchase options and rights of first offer and/or refusal, if any are provided for in this Lease, shall be null and void.

19.7 If, on account of any breach or default by Tenant in Tenant's obligations under the terms and conditions of this Lease, it shall become necessary or appropriate for Landlord to employ or consult with an attorney or collection agency concerning or to enforce or defend any of Landlord's rights or remedies arising under this Lease or to collect any sums due from Tenant, Tenant agrees to pay all costs and fees so incurred by Landlord, including, without limitation, reasonable attorneys' fees and costs. TENANT EXPRESSLY WAIVES ANY RIGHT TO: (A) TRIAL BY JURY; AND (B) SERVICE OF ANY NOTICE REQUIRED BY ANY PRESENT OR FUTURE LAW OR

ORDINANCE APPLICABLE TO LANDLORDS OR TENANTS BUT NOT REQUIRED BY THE TERMS OF THIS LEASE.

19.8 Upon the occurrence of an Event of Default, Landlord may (but shall not be obligated to) cure such default at Tenant's sole expense. Without limiting the generality of the foregoing, Landlord may, at Landlord's option, enter into and upon the Premises if Landlord determines in its sole discretion that Tenant is not acting within a commercially reasonable time to maintain, repair or replace anything for which Tenant is responsible under this Lease or to otherwise effect compliance with its obligations under this Lease and correct the same, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Tenant's business resulting therefrom and Tenant agrees to reimburse Landlord within five (5) days of Landlord's demand as additional rent, for any expenses which Landlord may incur in thus effecting compliance with Tenant's obligations under this Lease, plus interest from the date of expenditure by Landlord at the Wall Street Journal prime rate.

20. TENANT'S BANKRUPTCY OR INSOLVENCY.

20.1 If at any time and for so long as Tenant shall be subjected to the provisions of the United States Bankruptcy Code or other law of the United States or any state thereof for the protection of debtors as in effect at such time (each a "Debtor's Law"):

20.1.1 Tenant, Tenant as debtor-in-possession, and any trustee or receiver of Tenant's assets (each a "Tenant's Representative") shall have no greater right to assume or assign this Lease or any interest in this Lease, or to sublease any of the Premises than accorded to Tenant in Article 9, except to the extent Landlord shall be required to permit such assumption, assignment or sublease by the provisions of such Debtor's Law. Without limitation of the generality of the foregoing, any right of any Tenant's Representative to assume or assign this Lease or to sublease any of the Premises shall be subject to the conditions that:

20.1.1.1 Such Debtor's Law shall provide to Tenant's Representative a right of assumption of this Lease which Tenant's Representative shall have timely exercised and Tenant's Representative shall have fully cured any default of Tenant under this Lease.

20.1.1.2 Tenant's Representative or the proposed assignee, as the case shall be, shall have deposited with Landlord as security for the timely payment of rent an amount equal to the larger of: (a) three (3) months' rent and other monetary charges accruing under this Lease; and (b) any sum specified in Article 5; and shall have provided Landlord with adequate other assurance of the future performance of the obligations of the Tenant under this Lease. Without limitation, such assurances shall include, at least, in the case of assumption of this Lease, demonstration to the satisfaction of the Landlord that Tenant's Representative has and will continue to have sufficient unencumbered assets after the payment of all secured obligations and administrative expenses to assure Landlord that Tenant's Representative will have sufficient funds to fulfill the obligations of Tenant under this Lease; and, in the case of assignment, submission of current financial statements of the proposed assignee, audited by an independent certified public accountant reasonably acceptable to Landlord and showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such assignee of all of the Tenant's obligations under this Lease.

20.1.1.3 The assumption or any contemplated assignment of this Lease or subleasing any part of the Premises, as shall be the case, will not breach any provision in any other lease, mortgage, financing agreement or other agreement by which Landlord is bound.

20.1.1.4 Landlord shall have, or would have had absent the Debtor's Law, no right under Article 9 to refuse consent to the proposed assignment or sublease by reason of the identity or nature of the proposed assignee or sublessee or the proposed use of the Premises concerned.

21. QUIET ENJOYMENT. Landlord represents and warrants that it has full right and authority to enter into this Lease and that Tenant, while paying the rental and performing its other covenants and agreements contained in this Lease, shall peaceably and quietly have, hold and enjoy the Premises for the Term without hindrance or molestation from Landlord subject to the terms and provisions of this Lease. Landlord shall not be liable for any interference or disturbance by other tenants or third persons, nor shall Tenant be released from any of the obligations of this Lease because of such interference or disturbance.

22. CASUALTY

22.1 In the event the Premises or the Building are damaged by fire or other cause and in Landlord's reasonable estimation such damage can be materially restored within one hundred eighty (180) days, Landlord shall forthwith repair the same at Landlord's expense subject to Article 4 and this Lease shall remain in full force and effect, except that Tenant shall be entitled to a proportionate abatement in rent from the date of such damage. Such abatement of rent shall be made pro rata in accordance with the extent to which the damage and the making of such repairs shall interfere with the use and occupancy by Tenant of the Premises from time to time. Within forty-five (45) days from the date of such damage, Landlord shall notify Tenant, in writing, of Landlord's reasonable estimation of the length of time within which material restoration can be made, and Landlord's determination shall be binding on Tenant. For purposes of this Lease, the Building or Premises shall be deemed "materially restored" if they are in such condition as would not prevent or materially interfere with Tenant's use of the Premises for the purpose for which it was being used immediately before such damage.

22.2 If such repairs cannot, in Landlord's reasonable estimation, be made within one hundred eighty (180) days, Landlord and Tenant shall each have the option of giving the other, at any time within ninety (90) days after such damage, notice terminating this Lease as of the date of such damage. In the event of the giving of such notice, this Lease shall expire and all interest of the Tenant in the Premises shall terminate as of the date of such damage as if such date had been originally fixed in this Lease for the expiration of the Term. In the event that neither Landlord nor Tenant exercises its option to terminate this Lease, then Landlord shall repair or restore such damage, this Lease continuing in full force and effect, and the rent hereunder shall be proportionately abated as provided in Section 22.1.

22.3 Landlord shall not be required to repair or replace any damage or loss by or from fire or other cause to any panelings, decorations, partitions, additions, railings, ceilings, floor coverings, office fixtures or any other property or improvements installed on the Premises by, or belonging to, Tenant. Any insurance which may be carried by Landlord or Tenant against loss or damage to the Building or Premises shall be for the sole benefit of the party carrying such insurance and under its sole control.

22.4 In the event that Landlord should fail to complete such repairs and material restoration within sixty (60) days after the date estimated by Landlord therefor as extended by this Section 22.4, Tenant may at its option and as its sole remedy terminate this Lease by delivering written notice to Landlord, within fifteen (15) days after the expiration of said period of time, whereupon the Lease shall end on the date of such notice or such later date fixed in such notice as if the date of such notice was the date originally fixed in this Lease for the expiration of the Term; provided, however, that if construction is delayed because of changes, deletions or additions in construction requested by Tenant, strikes, lockouts, casualties, Acts of God, war, material or labor shortages, government regulation or control or other causes beyond the reasonable control of Landlord, the period for restoration, repair or rebuilding shall be extended for the amount of time Landlord is so delayed.

22.5 Notwithstanding anything to the contrary contained in this Article: (a) Landlord shall not have any obligation whatsoever to repair, reconstruct, or restore the Premises when the damages resulting from any casualty covered by the provisions of this Article 22 occur during the last twelve (12) months of the Term or any extension thereof, but if Landlord determines not to repair such damages Landlord shall notify Tenant and if such damages shall render any material portion of the Premises untenantable Tenant shall have the right to terminate this Lease by notice to Landlord within fifteen (15) days after receipt of Landlord's notice; and (b) in the event the holder of any indebtedness secured by a mortgage or deed of trust covering the Premises or Building requires that any insurance proceeds be applied to such indebtedness, then Landlord shall have the right to terminate this Lease by delivering written notice of tennination to Tenant within fifteen (15) days after such requirement is made by any such holder, whereupon this Lease shall end on the date of such damage as if the date of such damage were the date originally fixed in this Lease for the expiration of the Term.

22.6 In the event of any damage or destruction to the Building or Premises by any peril covered by the provisions of this Article 22, it shall be Tenant's responsibility to properly secure the Premises and upon notice from Landlord to remove forthwith, at its sole cost and expense, such portion of all of the property belonging to Tenant or its licensees from such portion or all of the Building or Premises as Landlord shall request.

22.7 Tenant hereby waives any and all rights under and benefits of Sections 1932(2) and 1933(4) of the California Civil Code, or any similar or successor Regulations or other laws now or hereinafter in effect.

23. EMINENT DOMAIN. If all or any substantial part of the Premises shall betaken or appropriated by any public or quasi-public authority under the power of eminent domain, or conveyance in lieu of such appropriation, either party to this Lease shall have the right, at its option, of giving the other, at any time within thirty (30) days after such taking, notice terminating this Lease, except that Tenant may only terminate this Lease by reason of taking or appropriation, if such taking or appropriation shall be so substantial as to materially interfere with Tenant's use and occupancy of the Premises. If neither party to this Lease shall so elect to terminate this Lease, the rental thereafter to be paid shall be adjusted on a fair and equitable basis under the circumstances. In addition to the rights of Landlord above, if any substantial part of the Building shall be taken or appropriated by any public or quasi-public authority under the power of eminent domain or conveyance in lieu thereof, and regardless of whether the Premises or any part thereof are so taken or appropriated, Landlord shall have the right, at its sole option, to terminate this Lease. Landlord shall be entitled to any and all income, rent, award, or any interest whatsoever in or upon any such sum, which may be paid or made in connection with any such public or quasi-public use or purpose, and Tenant hereby assigns to Landlord any interest it may have in or claim to all or any part of such sums, other than any separate award which may be made with respect to Tenant's trade fixtures and moving expenses; Tenant shall make no claim for the value of any unexpired Term. Tenant hereby waives any and all rights under and benefits of Section 1265.130 of the California Code of Civil Procedure, or any similar or successor Regulations or other laws now or hereinafter in effect.

24. SALE BY LANDLORD. In event of a sale or conveyance by Landlord of the Building, the same shall operate to release Landlord from any future liability upon any of the covenants or conditions, expressed or implied, contained in this Lease in favor of Tenant provided that purchaser or transferee of the Building assumes this Lease in writing, and in such event Tenant agrees to look solely to the responsibility of the successor in interest of Landlord in and to this Lease. Except as set forth in this Article 24, this Lease shall not be affected by any such sale and Tenant agrees to attorn to the purchaser or assignee. If any security has been given by Tenant to secure the faithful performance of any of the covenants of this Lease, Landlord may transfer or deliver said security, as such, to Landlord's successor in interest and thereupon Landlord shall be discharged from any further liability with regard to said security.

25. ESTOPPEL CERTIFICATES. Within ten (10) days following any written request which Landlord may make from time to time, Tenant shall execute and deliver to Landlord or mortgagee or prospective mortgagee a sworn statement certifying: (a) the date of commencement of this Lease; (b) the fact that this Lease is unmodified and in full force and effect (or, if there have been modifications to this Lease, that this lease is in full force and effect, as modified, and stating the date and nature of such modifications); (c) the date to which the rent and other sums payable under this Lease have been paid; (d) the fact that there are no current defaults under this Lease by either Landlord or Tenant except as specified in Tenant's statement; and (e) such other matters as may be requested by Landlord. Landlord and Tenant intend that any statement delivered pursuant to this Article 25 may be relied upon by any mortgagee, beneficiary or purchaser, and Tenant shall be liable for all loss, cost or expense resulting from the failure of any sale or funding of any loan caused by any material misstatement contained in such estoppel certificate. Tenant irrevocably agrees that if Tenant fails to execute and deliver such certificate within such ten (10) day period Landlord or Landlord's beneficiary or agent may execute and deliver such certificate on Tenant's behalf, and that such certificate shall be fully binding on Tenant.

26. SURRENDER OF PREMISES.

26.1 Tenant shall arrange to meet Landlord for two (2) joint inspections of the Premises, the first to occur at least thirty (30) days (but no more than sixty (60) days) before the last day of the Term, and the second to occur not later than forty-eight (48) hours after Tenant has vacated the Premises. In the event of Tenant's failure to arrange such joint inspections and/or participate in either such inspection, Landlord's inspection at or after Tenant's vacating the Premises shall be conclusively deemed correct for purposes of determining Tenant's responsibility for repairs and restoration.

26.2 All alterations, additions, and improvements in, on, or to the Premises made or installed by or for Tenant, including carpeting (collectively, "Alterations"), shall be and remain the property of Tenant during the Term. Upon the expiration or sooner termination of the Term, all Alterations shall become a part of the realty and shall belong to Landlord without compensation, and title shall pass to Landlord under this Lease as by a bill of sale. At the end of the Term or any renewal of the Term or other sooner termination of this Lease, Tenant will peaceably deliver up to Landlord possession of the Premises, together with all Alterations by whomsoever made, in the same conditions received or first installed, broom clean and free of all debris, excepting only ordinary wear and tear and damage by fire or other casualty. Notwithstanding the foregoing, if Landlord elects by notice given to Tenant at least ten (10) days prior to expiration of the Term, Tenant shall, at Tenant's sole cost, remove any Alterations, including carpeting, so designated by Landlord's notice, and repair any damage caused by such removal. Tenant must, at Tenant's sole cost, remove upon termination of this Lease, any and all of Tenant's furniture, furnishings, movable partitions of less than full height from floor to ceiling and other trade fixtures and personal property (collectively, "Personalty"). Personalty not so removed shall be deemed abandoned by the Tenant and title to the same shall thereupon pass to Landlord under this Lease as by a bill of sale, but Tenant shall remain responsible for the cost of removal and disposal of such Personalty, as well as any damage caused by such removal. In lieu of requiring Tenant to remove Alterations and Personalty and repair the Premises as aforesaid, Landlord may, by written notice to Tenant delivered at least thirty (30) days before the Termination Date, require Tenant to pay to Landlord, as additional rent hereunder, the cost of such removal and repair in an amount reasonably estimated by Landlord.

26.3 All obligations of Tenant under this Lease not fully performed as of the expiration or earlier termination of the Term shall survive the expiration or earlier termination of the Term Upon the expiration or earlier termination of the Term, Tenant shall pay to Landlord the amount, as estimated by Landlord, necessary to repair and restore the Premises as provided in this Lease and/or to discharge Tenant's obligation for unpaid amounts due or to become due to Landlord. All such amounts shall be

used and held by Landlord for payment of such obligations of Tenant, with Tenant being liable for any additional costs upon demand by Landlord, or with any excess to be returned to Tenant after all such obligations have been determined and satisfied. Any otherwise unused Security Deposit shall be credited against the amount payable by Tenant under this Lease.

27. NOTICES. Any notice or document required or permitted to be delivered under this Lease shall be addressed to the intended recipient, by fully prepaid registered or certified United States Mail return receipt requested, or by reputable independent contract delivery service furnishing a written record of attempted or actual delivery, and shall be deemed to be delivered when tendered for delivery to the addressee at its address set forth on the Reference Pages, or at such other address as it has then last specified by written notice delivered in accordance with this Article 27, or if to Tenant at either its aforesaid address or its last known registered office or home of a general partner or individual owner, whether or not actually accepted or received by the addressee. Any such notice or document may also be personally delivered if a receipt is signed by and received from, the individual, if any, named in Tenant's Notice Address.

28. TAXES PAYABLE BY TENANT. In addition to rent and other charges to be paid by Tenant under this Lease, Tenant shall reimburse to Landlord, upon demand, any and all taxes payable by Landlord (other than franshise and net income taxes) whether or not now customary or within the contemplation of the parties to this Lease: (a) upon, allocable to, or measured by or on the gross or net rent payable under this Lease, including without limitation any gross income tax or excise tax levied by the State, any political subdivision thereof, or the Federal Government with respect to the receipt of such rent; (b) upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy of the Premises or any portion thereof, including any sales, use or service tax imposed as a result thereof; (c) upon or measured by the Tenant's gross receipts or payroll or the value of Tenant's equipment, furniture, fixtures and other personal property of Tenant or leasehold improvements, alterations or additions located in the Premises; or (d) upon this transaction or any document to which Tenant is a party creating or transferring any interest of Tenant in this Lease or the Premises. In addition to the foregoing, Tenant agrees to pay, before delinquency, any and all taxes levied or assessed against Tenant and which become payable during the term hereof upon Tenant's equipment, furniture, fixtures and other personal property of Tenant located in the Premises.

29. RELOCATION OF TENANT. Landlord, at its sole expense, on at least sixty (60) days prior written notice, may require Tenant to move from the Premises to other space of comparable size and decor in order to permit Landlord to consolidate the space leased to Tenant with other adjoining space leased or to be leased to another tenant. In the event of any such relocation, Landlord will pay all expenses of preparing and decorating the new premises so that they will be substantially similar to the Premises from which Tenant is moving, and Landlord will also pay the expense of moving Tenant's furniture and equipment to the relocated premises. In such event this Lease and each and all of the terms and covenants and conditions hereof shall remain in full force and effect and thereupon be deemed applicable to such new space except that revised Reference Pages and a revised Exhibit A shall become part of this Lease and shall reflect the location of the new premises.

30. DEFINED TERMS AND HEADINGS. The Article headings shown in this Lease are for convenience of reference and shall in no way define, increase, limit or describe the scope or intent of any provision of this Lease. Any indemnification or insurance of Landlord shall apply to and inure to the benefit of all the following "Landlord Entities", being Landlord, Landlord's investment manager, and the trustees, boards of directors, officers, general partners, beneficiaries, stockholders, employees and agents of each of them. Any option granted to Landlord shall also include or be exercisable by Landlord's trustee, beneficiary, agents and employees, as the case may be. In any case where this Lease is signed by more than one person, the obligations under this Lease shall be joint and several. The terms "Tenant" and "Landlord" or any pronoun used in place thereof shall indicate and include the masculine or feminine, the singular or plural number, individuals, firms or corporations, and their and

each of their respective successors, executors, administrators and permitted assigns, according to the context hereof. The term "rentable area" shall mean the rentable area of the Premises or the Building as calculated by the Landlord on the basis of the plans and specifications of the Building including a proportionate share of any common areas. Tenant hereby accepts and agrees to be bound by the figures for the rentable square footage of the Premises and Tenant's Proportionate Share shown on the Reference Pages; however, Landlord may adjust either or both figures if there is manifest error, addition or subtraction to the Building or any business park or complex of which the Building is a part, remeasurement or other circumstance reasonably justifying adjustment. The term "Building" refers to the structure in which the Premises are located and the common areas (parking lots, sidewalks, landscaping, etc.) appurtenant thereto. If the Building is part of a larger complex of structures, the term "Building" may include the entire complex, where appropriate (such as shared Expenses or Taxes) and subject to Landlord's reasonable discretion.

31. TENANT'S AUTHORITY. If Tenant signs as a corporation, partnership, trust or other legal entity each of the persons executing this Lease on behalf of Tenant represents and warrants that Tenant has been and is qualified to do business in the state in which the Building is located, that the entity has full right and authority to enter into this Lease, and that all persons signing on behalf of the entity were authorized to do so by appropriate actions. Tenant agrees to deliver to Landlord, simultaneously with the delivery of this Lease, a corporate resolution, proof of due authorization by partners, opinion of counsel or other appropriate documentation reasonably acceptable to Landlord evidencing the due authorization of Tenant to enter into this Lease.

32. FINANCIAL STATEMENTS AND CREDIT REPORTS. At Landlord's request, Tenant shall deliver to Landlord a copy, certified by an officer of Tenant as being a true and correct copy, of Tenant's most recent audited financial statement, or, if unaudited, certified by Tenant's chief financial officer as being true, complete and correct in all material respects. Tenant hereby authorizes Landlord to obtain one or more credit reports on Tenant at any time, and shall execute such further authorizations as Landlord may reasonably require in order to obtain a credit report.

33. COMMISSIONS. Each of the parties represents and warrants to the other that it has not dealt with any broker or finder in connection with this Lease, except as described on the Reference Pages.

34. TIME AND APPLICABLE LAW. Time is of the essence of this Lease and all of its provisions. This Lease shall in all respects be governed by the laws of the state in which the Building is located.

35. SUCCESSORS AND ASSIGNS. Subject to the provisions of Article 9, the terms, covenants and conditions contained in this Lease shall be binding upon and inure to the benefit of the heirs, successors, executors, administrators and assigns of the parties to this Lease.

36. ENTIRE AGREEMENT. This Lease, together with its exhibits, contains all agreements of the parties to this Lease and supersedes any previous negotiations. There have been no representations made by the Landlord or any of its representatives or understandings made between the parties other than those set forth in this Lease and its exhibits. This Lease may not be modified except by a written instrument duly executed by the parties to this Lease.

37. EXAMINATION NOT OPTION. Submission of this Lease shall not be deemed to be a reservation of the Premises. Landlord shall not be bound by this Lease until it has received a copy of this Lease duly executed by Tenant and has delivered to Tenant a copy of this Lease duly executed by Landlord, and until such delivery Landlord reserves the right to exhibit and lease the Premises to other prospective tenants. Notwithstanding anything contained in this Lease to the contrary, Landlord may withhold delivery of possession of the Premises from Tenant until such time as Tenant has paid to Landlord any security deposit required by Article 5, the first month's rent as set forth in Article 3 and any sum owed pursuant to this Lease.

38. RECORDATION. Tenant shall not record or register this Lease or a short form memorandum hereof without the prior written consent of Landlord, and then shall pay all charges and taxes incident such recording or registration.

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39. LIMITATION OF LANDLORD'S LIABILITY. Redress for any claim against Landlord under this Lease shall be limited to and enforceable only against and to the extent of Landlord's interest in the Building. The obligations of Landlord under this Lease are not intended to be and shall not be personally binding on, nor shall any resort be had to the private properties of, any of its or its investment manager's trustees, directors, officers, partners, beneficiaries, members, stockholders, employees, or agents, and in no case shall Landlord be liable to Tenant hereunder for any lost profits, damage to business, or any form of special, indirect or consequential damages.

LANDLORD:		TENANT:
CABOT INDUSTRIAL VENTURE A, LLC, a Delaware limited liability company		DPAC TECHNOLOGIES CORP., a California corporation
By:	RREEF Management Company, a Delaware corporation, its Property Manager
By:		By:

Name:	Scot Recknor	Name:	Richard Dadamo
Title:	District Manager	Title:	Chairman of the Board of Directors
Dated:	, 2004	Dated:	, 2004
		By:	, 2004
		Name:	William M. Stowell
		Title:	Chief Financial Officer
		Dated:

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ADDENDUM TO LEASE

attached to and made a part of Lease bearing the
Lease Reference Date of December 29, 2003, between
CABOT INDUSTRIAL VENTURE A, LLC, A DELAWARE LIMITED LIABILITY COMPANY,
as Landlord and DPAC TECHNOLOGIES CORP., a California corporation, as Tenant

In the event of any conflict between the terms of this Addendum to Lease and the Lease, the terms of this Addendum to Lease shall control.

1. SCHEDULE OF RENTS.

All additional rent shall be payable from the Commencement Date of the Lease including, but not limited to, Insurance, Expenses, Taxes, etc. as defined as in the Lease.

2. TENANT'S PROPORTIONATE SHARE.

Tenant's Proportionate Share is defined as the percentage obtained by dividing the number of square feet in the Leased Premises by the total number of leasable square feet at the Building. In the event that the number of square feet in either the Leased Premises or the entire Building is modified, at Landlord's option, Tenant's Proportionate Share shall thereafter be adjusted accordingly. If any Expenses or Taxes are not separately assessed or charged to the Building, Tenant's liability shall be an equitable proportion of such Expenses or Taxes, such proportion to be determined by Landlord.

3. MAINTANTENANCE OF AIR CONDITIONING AND HEATING UNITS.

Notwithstanding anything in the Lease to the contrary, Landlord shall maintain and repair the HVAC system ("HVAC") for the Premises. Landlord's actual cost of such maintenance and repair shall be paid by Landlord and reimbursed by Tenant to the Landlord as part of Expenses.

4. ROOF MAINTENANCE.

Notwithstanding anything in the Lease to the contrary, Landlord shall maintain and repair the roof. The cost of such maintenance and repair shall be paid by Landlord and reimbursed by Tenant as part of Expenses.

5. SECURITY DEPOSIT TRANSFER.

The Security Deposit in the amount of $31,501.00 held by Landlord under that certain Lease Agreement dated June 19, 1995, as amended by that certain First Amendment to Lease dated December 2000 shall be transferred in its entirety to this Lease. The Security Deposit shall be subject to all of the provisions of this Lease, including without limitation, Article 5.

6. PARKING.

During the term of the Lease and any agreed upon extension thereof, Tenant, its authorized representatives and its invitees shall have the non-exclusive right to use the parking facilities located at the Building, jointly and in common with all others entitled to the use thereof. Tenant agrees not to overburden the parking facilities located at the Building and agrees to cooperate with Landlord and other tenants at the Building in the use of said parking facilities. Landlord reserves the right, in the exercise of its sole and absolute discretion, to determine whether Landlord's parking facilities at the Building are becoming overcrowded and, in such event, to allocate parking spaces among the various tenants in the Building or to designate a specific area or areas within which Tenant, its authorized representatives and its invitees must park. Tenant shall be entitled to use Sixty-seven (67) unreserved "In Common" parking spaces at the Building. Tenant expressly agrees and understands that the Sixty-seven (67) parking spaces are not reserved and that Landlord, in the exercise of its sole and absolute discretion, may designate the area or areas of the parking facilities located at the Building where said in common parking spaces are to be located. Landlord shall have the right at any time to make

changes to the location of driveways, entrances, exits, parking spaces, parking areas, or the direction of the flow of traffic. All responsibility for damage and theft to vehicles is assumed by Tenant and Tenant's employees, visitors and customers. Tenant shall repair or cause to be repaired, at Tenant's sole cost and expense, any and all damage to the Premises, Common Areas and Building caused by Tenant, or Tenant's employees, visitors, or customers use of such parking areas.

7. VACATION OF PORTION OF BUILDING.

The parties acknowledge that Tenant currently occupies the entire Building pursuant to an earlier lease. Tenant agrees to vacate the portion of the Building not covered by this Lease prior to the Commencement Date. Such vacated portion of the Building shall be returned to Landlord in accordance with the provisions of the prior lease covering such premises. If Tenant does not vacate the portion of the Building not comprising the Premises prior to the Commencement Date, Tenant shall pay rent on the entire Building at the rate of $34,064.32 per month (plus Tenant's share of Expenses and Taxes) until such space is vacated.

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8. PREMISES CONDITION.

Prior to vacating the Premises, it must be left in good, clean condition with all systems in good working order, normal wear and tear excepted. Some of the items that will be inspected by Landlord are listed below, but not limited to the following:

1.: Service and repair all heating and air conditioning equipment, exhaust fans and hot water heater. Provide Landlord's office with a copy of the inspection and service report provided by the mechanical contractor.
2.: All lights in the office and warehouse must be working. Re-lamp and/or re-ballast the fixtures as necessary.
3.: Overhead doors must be serviced and repaired.
4.: All exterior metal doors, including hardware should be serviced or replaced as necessary.
5.: Repair all damaged sheet rock in the office area and in the warehouse along the demising walls.
6.: Office and warehouse floors should be left in good, clean condition.
7.: Any exterior signage must be removed; repair and repaint the fascia as necessary.
8.: The bathrooms and any janitors' sinks and closets must be cleaned with all plumbing in good working order and condition, all lights and fans in good working condition and all items removed from any cabinets.
9.: All data and electrical wiring for Tenant's personal equipment and machinery needs to be removed to the point of origin and any repairs from damage made.

LANDLORD:		TENANT:
CABOT INDUSTRIAL VENTURE A, LLC, a Delaware limited liability company		DPAC TECHNOLOGIES CORP., a California corporation
By:	RREEF Management Company, a Delaware corporation, its Property Manager
By:		By:

Name:	Scott Recknor	Name:	Richard Dadamo
Title:	District Manager	Title:	Chairman of the Board of Directors
Dated:	, 2004	Dated:	, 2004
		By:
		Name:	William M. Stowell
		Title:	Chief Financial Officer
		Dated:	, 2004

EXHIBIT A—FLOOR PLAN DEPICTING THE PREMISES

attached to and made a part of Lease bearing the
Lease Reference Date of December 29, 2003 between
CABOT INDUSTRIAL VENTURE A, LLC a Delaware limited liability company, as Landlord and
DPAC TECHNOLOGIES CORP., a California corporation, as Tenant

Exhibit A is intended only to show the general layout of the Premises as of the beginning of the Term of this Lease. It does not in any way supersede any of Landlord's rights set forth in Article 17 with respect to arrangements and/or locations of public parts of the Building and changes in such arrangements and/or locations. It is not to be scaled; any measurements or distances shown should be taken as approximate.


		Initials

EXHIBIT A-1—SITE PLAN

attached to and made a part of Lease bearing the
Lease Reference Date of December 29, 2003 between
CABOT INDUSTRIAL VENTURE A, LLC, a Delaware limited liability company, as Landlord and
DPAC TECHNOLOGIES CORP., a California corporation, as Tenant

Exhibit A-1 is intended only to show the general layout of the Premises as of the beginning of the Term of this Lease. It does not in any way supersede any of Landlord's rights set forth in Article 17 with respect to arrangements and/or locations of public parts of the Building and changes in such arrangements and/or locations. It is not to be scaled; any measurements or distances shown should be taken as approximate.


		Initials

EXHIBIT B—INITIAL ALTERATIONS

Landlord, at Landlord's sole cost and expense, shall provide the following Initial Alterations within a reasonable time after the Commencement Date:

•: Demise the Premises in general accordance with Exhibit B-1 by closing up walls and doorways to create a demising wall.
•: Make minor modifications to the HVAC and electrical to properly separate crossover between the two spaces.

All work to be performed will be done with standard materials used in the Lincoln Tech Center. The surface of the demising wall facing into the Premises shall be drywalled, sanded and painted with standard materials used in the Lincoln Tech Center. Tenant shall be responsible to relocate any furniture, equipment and fixtures to and from the areas in which the Landlord will be making the above-described Initial Alterations. Said Initial Alterations shall be made during regular (non-holiday) business hours on weekdays. Other than this work, Tenant accepts the Premises in it's as-is condition and Landlord is not obligated to perform any other Initial Alterations.

In no event shall Landlord be responsible for any other Initial Alterations work other than as outlined above. Any Initial Alterations work other than as outlined above shall be the sole responsibility of the Tenant and any and all costs other than as outlined above shall be paid directly by Tenant.

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		Initials

EXHIBIT B-1—INITIAL ALTERATIONS


		Initials

EXHIBIT C—RULES AND REGULATIONS
attached to and made a part of Lease bearing the
Lease Reference Date of December 29, 2003 between
CABOT INDUSTRIAL VENTURE A, LLC, a Delaware limited liability company, as Landlord and
DPAC TECHNOLOGIES CORP., a California corporation, as Tenant

1. No sign, placard, picture, advertisement, name or notice (collectively referred to as "Signs") shall be installed or displayed on any part of the outside of the Building without the prior written consent of the Landlord which consent shall be in Landlord's sole discretion. All approved Signs shall be printed, painted, affixed or inscribed at Tenant's expense by a person or vendor approved by Landlord and shall be removed by Tenant at Tenant's expense upon vacating the Premises. Landlord shall have the right to remove any Sign installed or displayed in violation of this rule at Tenant's expense and without notice.

2. If Landlord objects in writing to any curtains, blinds, shades or screens attached to or hung in or used in connection with any window or door of the Premises or Building, Tenant shall immediately discontinue such use. No awning shall be permitted on any part of the Premises. Tenant shall not place anything or allow anything to be placed against or near any glass partitions or doors or windows which may appear unsightly, in the opinion of Landlord, from outside the Premises.

3. Tenant shall not alter any lock or other access device or install a new or additional lock or access device or bolt on any door of its Premises without the prior written consent of Landlord. Tenant, upon the termination of its tenancy, shall deliver to Landlord the keys or other means of access to all doors.

4. If Tenant requires telephone, data, burglar alarm or similar service, the cost of purchasing, installing and maintaining such service shall be borne solely by Tenant. No boring or cutting for wires will be allowed without the prior written consent of Landlord. Landlord shall direct electricians as to where and how telephone, data, and electrical wires are to be introduced or installed. The location of burglar alarms, telephones, call boxes or other office equipment affixed to the Premises shall be subject to the prior written approval of Landlord.

5. Tenant shall not place a load upon any floor of its Premises, including mezzanine area, if any, which exceeds the load per square foot that such floor was designed to carry and that is allowed by law. Heavy objects shall stand on such platforms as determined by Landlord to be necessary to properly distribute the weight. Landlord will not be responsible for loss of or damage to any such equipment or other property from any cause, and all damage done to the Building by maintaining or moving such equipment or other property shall be repaired at the expense of Tenant.

6. Tenant shall not install any radio or television antenna, satellite dish, loudspeaker or other device on the roof or exterior walls of the Building without Landlord's prior written consent which consent shall be in Landlord's sole discretion.

7. Tenant shall not mark, drive nails, screw or drill into the partitions, woodwork, plaster or drywall (except for pictures and general office uses) or in any way deface the Premises or any part thereof. Tenant shall not affix any floor covering to the floor of the Premises or paint or seal any floors in any manner except as approved by Landlord. Tenant shall repair any damage resulting from noncompliance with this rule.


		Initials

C-1

8. No cooking shall be done or permitted on the Premises, except that Underwriters' Laboratory approved microwave ovens or equipment for brewing coffee, tea, hot chocolate and similar beverages shall be permitted, provided that such equipment and use is in accordance with all applicable federal, state and city laws, codes, ordinances, rules and regulations.

9. Tenant shall not use any hand trucks except those equipped with the rubber tires and side guards, and may use such other material-handling equipment as Landlord may approve. Tenant shall not bring any other vehicles of any kind into the Building. Forklifts which operate on asphalt areas shall only use tires that do not damage the asphalt.

10. Tenant shall not use the name of the Building or any photograph or other likeness of the Building in connection with or in promoting or advertising Tenant's business except that Tenant may include the Building name in Tenant's address. Landlord shall have the right, exercisable without notice and without liability to any tenant, to change the name and address of the Building.

11. All trash and refuse shall be contained in suitable receptacles at locations approved by Landlord. Tenant shall not place in the trash receptacles any personal trash or material that cannot be disposed of in the ordinary and customary manner of removing such trash without violation of any law or ordinance governing such disposal.

12. Tenant shall comply with all safety, fire protection and evacuation procedures and regulations established by Landlord or any governing authority.

13. Tenant assumes all responsibility for securing and protecting its Premises and its contents including keeping doors locked and other means of entry to the Premises closed.

14. Tenant shall not use any method of heating or air conditioning other than that supplied by Landlord without Landlord's prior written consent.

15. No person shall go on the roof without Landlord's permission.

16. Tenant shall not permit any animals, other than seeing-eye dogs, to be brought or kept in or about the Premises or any common area of the property.

17. Tenant shall not permit any motor vehicles to be washed or mechanical work or maintenance of motor vehicles to be performed on any portion of the Premises or parking lot.

18. These Rules and Regulations are in addition to, and shall not be construed to in any way modify or amend, in whole or in part, the terms, covenants, agreements and conditions of any lease of any premises in the Building. Landlord may waive any one or more of these Rules and Regulations for the benefit of any tenant or tenants, and any such waiver by Landlord shall not be construed as a waiver of such Rules and Regulations for any or all tenants.

19. Landlord reserves the right to make such other and reasonable rules and regulations as in its judgment may from time to time be needed for safety and security, for care and cleanliness of the Building and for the preservation of good order in and about the Building. Tenant agrees to abide by all such rules and regulations herein stated and any additional rules and regulations which are adopted. Tenant shall be responsible for the observance of all of the foregoing rules by Tenant's employees, agents, clients, customers, invitees and guests.


		Initials

C-2

20. Any toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed and no foreign substance of any kind whatsoever shall be thrown into them. The expense of any breakage, stoppage or damage resulting from the violation of this rule shall be borne by the Tenant who, or whose employees or invitees, shall have caused it.

21. Tenant shall not permit smoking or carrying of lighted cigarettes or cigars in areas reasonably designated by Landlord or any applicable governmental agencies as non-smoking areas.

22. Any directory of the Building or project of which the Building is a part ("Project Area"), if provided, will be exclusively for the display of the name and location of tenants only and Landlord reserves the right to charge for the use thereof and to exclude any other names.

23. Canvassing, soliciting, distribution of handbills or any other written material in the Building or Project Area is prohibited and each tenant shall cooperate to prevent the same. No tenant shall solicit business from other tenants or permit the sale of any goods or merchandise in the Building or Project Area without the written consent of Landlord.

24. Any equipment belonging to Tenant which causes noise or vibration that may be transmitted to the structure of the Building or to any space therein to such a degree as to be objectionable to Landlord or to any tenants in the Building shall be placed and maintained by Tenant, at Tenant's expense, on vibration eliminators or other devices sufficient to eliminate the noise or vibration.

25. Driveways, sidewalks, halls, passages, exits, entrances and stairways ("Access Areas") shall not be obstructed by tenants or used by tenants for any purpose other than for ingress to and egress from their respective premises. Access areas are not for the use of the general public and Landlord shall in all cases retain the right to control and prevent access thereto by all persons whose presence, in the judgement of Landlord, shall be prejudicial to the safety, character, reputation and interests of the Building or its tenants.

26. Landlord reserves the right to designate the use of parking areas and spaces. Tenant shall not park in visitor, reserved, or unauthorized parking areas. Tenant and Tenant's guests shall park between designated parking lines only and shall not park motor vehicles in those areas designated by Landlord for loading and unloading. Vehicles in violation of the above shall be subject to being towed at the vehicle owner's expense. Vehicles parked overnight without prior written consent of the Landlord shall be deemed abandoned and shall be subject to being towed at vehicle owner's expense. Tenant will from time to time, upon the request of Landlord, supply Landlord with a list of license plate numbers of vehicles owned or operated by its employees or agents.

27. No trucks, tractors or similar vehicles can be parked anywhere other than in Tenant's own truck dock area. Tractor-trailers which must be unhooked or parked with dolly wheels beyond the concrete loading areas must use steel plates or wood blocks under the dolly wheels to prevent damage to the asphalt paving surfaces. No parking or storing of such trailers will be permitted in the parking areas or on streets adjacent thereto.

28. During periods of loading and unloading, Tenant shall not unreasonably interfere with traffic flow and loading and unloading areas of other tenants. All products, materials or goods must be stored within the Tenant's Premises and not in any exterior areas, including, but not limited to, exterior dock platforms, against the exterior of the Building, parking areas and driveway areas. Tenant agrees to keep the exterior of the Premises clean and free of nails, wood, pallets, packing materials, barrels and any other debris produced from their operation.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


		Initials

C-3

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RENEWAL OF GARDEN GROVE LEASE
EX-10.8.1 3 a2137385zex-10_81.htm EXHIBIT 10.8.1
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Exhibit 10.8.1

EMPLOYMENT AGREEMENT
AMENDMENT

This Employment Agreement Amendment (this "Amendment") is made as of September 27, 2002 (the "Effective Date"), by and between DPAC Technologies (formerly Dense-Pac Microsystems, Inc.), a California corporation (the "Company") and William M. Stowell (the "Executive").

The following section of Mr. Stowell's employment agreement date June 7, 2001 is hereby amended to increase the severance period and outplacement period from 12 months to 18 months. All other conditions remain the same per the Employment Agreement contract dated June 7, 2001.

As amended....

RECITALS

(g): Severance Pay. Except for termination of Executive's Employment by voluntary resignation (other then a change of control as defined in section 4(d)) or for Cause pursuant to Section 4(e), and subject to each of Sections 5(d) and 5(e), in the event the Company terminates the employment of Executive during the Employment Period, or upon the expiration of the Employment Period if the company provides notice of non-renewal, Executive shall be entitled to the additional consideration of, and the Company shall pay Executive, his then current Salary and continue his benefits under Section 3(c), 3(d) and 3(e) as in effect on the Termination Date for a period of eighteen (18) months following the Expiration Date, commencing on the Expiration Date. In addition (subject to forfeiture under Sections 5(d) and 5(e)), 100% of all unvested options issued under any of the Company's Stock Plans to Executive shall vest as of the termination date, and all such vested options shall immediately be exercisable. The amount of vesting and acceleration of the option's exercisability in the preceding sentence is separate from, and to the extent applicable in addition to, any vesting or acceleration that may apply to options granted Executive under any of the Company's Stock Plans. Notwithstanding anything to the contrary in any Stock Option Plan of the Company concerning the exercise of options by a person who is no longer an employee of the Company, the Company agrees that for purposes of exercising options, Executive will continue to be treated as an "Employee" as defined under each of the applicable Stock Plans through which Executive has been granted options with respect to the time within which Executive's options must be exercised.
(h): Out-Placement Assistance. Except for termination of Executive Employment for Cause pursuant to Section 4(e), or the voluntary termination by Executive of his Employment six months before or eighteen months following a Change of Control, upon the termination of Executive's employment, the Company will provide, at its sole expense, executive-level out-placement services to Executive at the out-placement provider of Executive's reasonable choice for a period not to exceed eighteen (18) months following Executive's Termination Date.

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

		EXECUTIVE
		/s/ WILLIAM M. STOWELL William M. Stowell
		DPAC Technologies Corp.
		/s/ TED BRUCE Ted Bruce Chief Executive Officer

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EMPLOYMENT AGREEMENT AMENDMENT
EX-10.10 4 a2137385zex-10_10.htm EXHIBIT 10.10
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Exhibit 10.10

Commercial Lease Termination Agreement

This Commercial Lease Termination Agreement (this "Agreement") dated January 20, 2004 is made between Bravante-Curci Investors, L.P., a California limited partnership ("BCI"), and DPAC Technologies Corp., a California Corporation ("Lessee").

Recitals

This termination agreement is in reference to the signed Standard Industrial/Commercial Single-Tenant Lease—Gross dated September 9, 2003 (the "Lease"), executed between BCI (therein the Lessor) and Lessee on September 30, 2003 for premises consisting of a two-story, corporate headquarters building with approximately 24,026 rentable square feet located at 3545 Howard Way, Costa Mesa, California 92626 and is further described as APN 415-112-20 (the "Premises").

Lessee desires to terminate the Lease and BCI is willing to accept the termination of the Lease, and to settle and dispose of, fully and completely, any and all claims, demands and causes of action now existing or hereafter arising out of, in connection with, or relating to the termination of the Lease or the Premises.

FOR GOOD AND VALUABLE CONSIDERATIONS, the receipt and sufficiency of which are hereby acknowledged, BCI and Lessee agree as follows:

Agreement

1. On or before February 1, 2004, Lessee will pay BCI the amount of $33,429 (This represents $81,000 in commissions less $22,344 rent deposit and $25,227 security deposit). The $81,000 represents the commission to the two brokers of record under the Lease. The payment represents commissions of $23,667 (as negotiated) to Lee & Associates-Newport Beach, Inc. and $57,333 to Staubach Company.

2. On or before February 1, 2004, Lessee will pay BCI $130,000, representing the payment of $20,000 for February 2004 and $110,000 (representing a payment of the minimum of $10,000 per month for the remaining eleven months). Then each month over the next eleven months, commencing March, 2004 and ending January, 2005, Lessee will pay BCI at the rate of $10,000 per month (with the amount subject to adjustment as described below) representing the costs of termination of the Lease. Payment will be made by the fifth day of each month and total payments shall not be less than $120,000 and shall not exceed $240,000 over this twelve-month period.

3. During the period commencing February 1, 2004, BCI will use reasonable diligence to lease the Premises, (the "New Lease"). BCI's failure to do so shall in no event relieve Lessee of its obligations hereunder. Upon the signing of the New Lease (as of the date of a new lessee signing the lease or occupancy, whichever is earlier), DPAC will be notified by BCI, and the monthly payment, referenced in Item 2 above will cease. DPAC will be notified by the broker of record on the property, the date of the new lease. DPAC has the option of paying the balance in full at any time, without penalty.

4. Upon payment and/or performance in full of all obligations of Lessee hereunder, the Lease shall be terminated effective as of its inception date and shall be of no force or effect whatsoever from the beginning.

5. Upon payment and/or performance in full of all obligations of Lessee hereunder, BCI and DPAC each hereby releases and discharges the other and any of its respective officers, directors, employees, agents, parents, subsidiaries, insurers and affiliates from all debts, demands, actions, causes of action, suits, accounts, covenants, agreements, promises, judgments, damages, claims and liabilities whatsoever, in law or equity, whether known or unknown, suspected or unsuspected, arising out of, in connection with, or relating to the Lease, the termination of the Lease or the Premises. Any financial obligation relating to the facility entered into by DPAC from the date of the lease to this termination date remains the responsibility of DPAC. Nothing contained in this Section shall prevent BCI or DPAC from enforcing the terms of this Agreement.

6. Civil Code Section 1542. BCI and DPAC each hereby expressly waives and relinquishes all rights and benefits under Section 1542 of the California Civil Code that provides:

"A General Release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the Release, which if known by him, must have materially affected his settlement with the debtor."

7. Miscellaneous.

(a) Governing Law. This Agreement will be governed and construed in accordance with the laws of the State of California, without regard to conflict of law principles.

(b) Notices. Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, or mailed by first class mail, return receipt requested, to the recipient at the address indicated below:

If to DPAC:

DPAC Technologies Corp.
Attn: Chief Executive Officer
7321 Lincoln Way
Garden Grove, CA 92841

If to BCI:

Bravante-Curci Investors, L.P.
2216 Hyde Way
Visalia, Calif. 93291

(c) Amendment and Waiver. No amendment or modification of this Agreement will be effective unless set forth in a written instrument signed by BCI and DPAC. No failure or delay in exercising any right, power, or privilege hereunder will operate as a waiver hereof, nor will any single or partial exercise preclude any other or further exercise of any such right, power, or privilege.

(d) Counterparts. This Agreement may be executed in any number of counterparts (including by means of telecopied signature pages), each of which shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.

(e) Entire Agreement. This Agreement constitutes the entire agreement between BCI and DPAC with respect to the subject matter hereof and supersedes any and all prior negotiations, understandings, and/or agreements, oral or written, between BCI and DPAC with respect to the subject matter hereof.

(f) Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

(g) Headings. The section and subsection headings in this Agreement are provided for convenience only, and shall not be considered in the construction or interpretation of any of its provisions.

(h) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of BCI and DPAC and their respective successors and permitted assigns.

(i) Late charge. Any amount due hereunder which is due for more than five (5) days from the due date shall be subject to a 5% late charge. Further any amounts unpaid thereafter shall accrue interest at the maximum non-usurious rate allowed by law.

IN WITNESS WHEREOF, the parties have executed this Agreement on the dates specified below their respective signatures.

By BCI (Lessor):
Bravante-Curci Investors, L.P.
By: /s/ GEORGE BRAVANTE
Name Printed: George Bravante		Title: General Partner
By Lessee:
DPAC Technologies Corp.
By: /s/ WILLIAM M. STOWELL, CFO
Name Printed: William M. Stowell		Title: Chief Financial Officer

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Commercial Lease Termination Agreement
EX-10.11 5 a2137385zex-10_11.htm EXHIBIT 10.11
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Exhibit 10.11

Fiscal Year 2005 Compensation Package
for
Kim Early, Interim CEO, DPAC Technologies, Inc.

Prepared by
DPAC Technologies, Inc., Board of Directors, Compensation Committee
3/4/04

Using the Objectives listed below, the Compensation Committee has prepared the attached compensation package for Kim Early, Interim CEO, for F'2005.

1. Compensation Plan Objectives

o Recognize the job difficulty (i.e. amount of work, critical nature of work, and time frame in which to accomplish work), and compensate accordingly

o Establish a two phase plan that begins with CEO in an Interim position, and can be revised by the Board if CEO transforms into a permanent, full time position

o Leverage primarily through equity

o Provide reasonable severance as quid-pro-quo for lost employment opportunities

o Provide compensation tools for CEO to attract, retain and motivate executive staff

o Tie bonus compensation to begin when EBITDA becomes positive

2. Base Salary Component

Interim CEO will receive a base salary $180K for FY'05 with the notion that the CEO base pay will be at least 20% greater than that of the Airborne General Manager (yet to be hired). In the event that the Board decides to recruit an exceptional GM candidate and is required to pay that individual a salary that is over market, the Board will have the right to re-negotiate with the CEO on the 20% differential.

3. Bonus Component

The bonus component for the Interim CEO will be defined at the time the EBITDA becomes positive, and will be paid at the end of the first fiscal quarter in which EBITDA is positive.

4. Stock Option

300,000 share stock option will be granted at the March 2004 Board meeting. The option will vest over two years as ¹/3 immediately, ¹/3 in one year and ¹/3 in two years. In the case of a change of control, or termination not-for-cause, all shares will immediately vest.

5. Severance

If the Board elects to terminate the Interim CEO for any reason other than for-cause during the first 90 days of fiscal year 2005 (i.e. March 1, 2004 through May 31, 2004), then the Interim CEO will be entitled to $50K in severance pay and acceleration of all stock options granted. Severance pay equivalent to one year of salary will commence on the 91^st day of fiscal year 2005 should the Board terminate the Interim CEO for any reason other than for-cause.

6. Paid Time Off (a.k.a. vacation)

For the Interim CEO's first year of service, his PTO will be the company standard policy of 16 days, but beginning with the second and following years, PTO will be accelerated to the standard company policy for five years of service, i.e. 21 days.

end

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Fiscal Year 2005 Compensation Package for Kim Early, Interim CEO, DPAC Technologies, Inc.
EX-10.12 6 a2137385zex-10_12.htm EXHIBIT 10.12
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Exhibit 10.12

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this "Agreement") is dated and effective May 6, 2004, by and between Twilight Technology, Inc., a California corporation (the "Buyer") and DPAC Technologies Corp., a California corporation ("DPAC" or the "Company"). Buyer and Company are collectively referred to herein as the "Parties" and individually as a "Party." Capitalized terms used herein shall have the meanings set forth in this Agreement.

RECITALS

A.: The Company's businesses include, among others, Commercial DRAM Stacking, Wireless Technology, and Industrial, Defense and Aerospace applications (including ceramic based memory stacking, memory modules, and custom products designed by the Company);
B.: The Company is transitioning out of making, have made, selling, and servicing those products set forth on Exhibit A relating to its Industrial, Defense and Aerospace business (the "Business Products");
C.: The Company is transitioning out of making, have made, selling, and servicing those products set forth on Exhibit B (the "PEP Products");
D.: The Company is the record assignee in the United States Patent and Trademark Office of United States Patent Number 4,956,694 issued September 11, 1990 relating to integrated circuit chip stacking (the "694 Patent");
E.: The Company is in the process of liquidating substantially all of its assets related to the Business Products and the PEP Products (collectively the "Products");
F.: The Buyer is currently manufacturing products pursuant to that certain Exclusive Technology and Know-How License Agreement dated October 4, 1999 by and between Company (f/k/a Dense-Pac Microsystems, Inc.) and Buyer, as amended November 20, 2001 (the "1999 License"), which license shall remain in full force and effect and shall not be subject to this Agreement;
G.: The Buyer desires to purchase from the Company, and the Company desires to sell to the Buyer, substantially all of the assets of the Business Products, as well as the PEP Products not otherwise sold or disposed of or in the process of being sold or disposed of by the Company on or prior to June 4, 2004, "AS IS", "WHERE IS", and "WITHOUT WARRANTY AS TO FITNESS FOR ANY PURPOSE OR MERCHANTABILITY";
H.: Buyer desires to pay a substantial portion of the total purchase price for the Purchased Assets over time using its commercial best efforts to sell in the ordinary course of business the Business Products and the PEP Products;
I.: Company is willing to defer a substantial portion of the consideration to be paid by Buyer to Company for the Purchased Assets over time after the Closing Date so long as Buyer uses its commercial best efforts to sell in the ordinary course of business the Business Products and the PEP Products and so long as Buyer does not sell outside of the ordinary course of business any of the Purchased Assets until all amounts owing to Company under this Agreement are paid in full; and
J.: In connection with the purchase of the Purchased Assets, including the Business Products and the PEP Products, the Buyer is willing to assume only those certain specified liabilities and obligations of the Company directly related to such assets upon the terms and conditions specifically set forth in this Agreement.

AGREEMENT

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

1. PURCHASE AND SALE OF ASSETS

1.1 Assets to be Transferred. Other than the Excluded Assets (as hereinafter defined) and subject to the terms and conditions of this Agreement, on the Closing Date (as hereinafter defined) the Company shall sell, transfer, convey, assign, and tender to the Buyer, and the Buyer shall purchase and accept, "AS IS", "WHERE IS", and "WITHOUT WARRANTY AS TO EITHER FITNESS FOR ANY PARTICULAR PURPOSE OR MERCHANTABILITY", substantially all of the assets, tangible and intangible, and all licenses and designs, held as of the Closing Date by the Company specifically for use with the Products as of the Closing Date (collectively, the "Purchased Assets"), including:

(a) Intellectual Property. All of the Company's interest in any intellectual property, including the 694 Patent, specifically for use with the Products, subject to any prior agreements with third parties concerning such use, such as trade secrets and license rights from third parties (except for non-industry specific software), to the extent freely transferable or assignable by the Company to Buyer without any further consideration to any third party;

(b) Machinery and Equipment. All of the Company's tools, spare parts, and all other personal property owned by the Company specifically for use with the Products, including burn-in boards, test fixtures, and miscellaneous tools, to the extent set forth on Exhibit C, including any rights (other than indemnity rights owing to or for the benefit of Company for pre-Closing actions and services) under any agreement Company has with the vendors who previously created such tools, spare parts, and other personal property to the extent freely transferable for no additional consideration;

(c) Inventory. All of the Company's inventories of raw materials, works-in-process and finished goods (including all such in transit) specifically for use with the Products, whether new, obsolete, or in excess of current levels needed for Product backlog, all as set forth on Exhibit D hereto (collectively, the "Inventory");

(d) Licenses; Permits. All of the Company's licenses, permits and approvals relating to the Products, including all rights to market and sell the Products, to the extent freely assignable or transferable by the Company without further consideration;

(e) Names and Marks. All names, logos or marks specifically used by the Company in connection with labeling and marketing of the Products, excluding therefrom however: (i) the use of the names "DPAC", "DPAC Technologies Corp.", "DENSE-PAC MICROSYSTEMS" and any derivation thereof, and (ii) any logo or mark used by Company; and

(g) Customer Contact Data. Contact data for all customers of the Products as set forth on Exhibit E.

1.2 Excluded Assets. Notwithstanding any other provision of this Agreement, the Company shall not sell, transfer, assign, convey or tender to the Buyer, and the Buyer will not purchase or accept any assets of the Company other than the Purchased Assets (the "Excluded Assets"). The Excluded Assets shall include, but are not limited to, the following:

(a) Business Records. All minute books, ownership books, legal files, tax returns, accounting reports and records, financial records, personnel and payroll records, invoice records, and historic sales files (e.g. purchase orders, internal sales orders, and related build documentation) maintained by or on behalf of Company except as otherwise specifically provided for in Section 6;

(b) Non-Product assets. Any and all assets of the Company not solely used in the manufacturing, sale, repair, or use of the Products;

(d) Licenses. The 1999 License;

(e) Fixtures. Any fixtures currently located at the Company's place of business;

(f) Non-Product Intellectual Property. Any and all intellectual property that is not specifically held or solely used for the Products;

(g) Accounts Receivables. Any and all accounts receivables of the Company;

(h) PEP Products. Any PEP Products, the related intellectual rights, designs, manufacturing/test equipment, documentation, and inventory, that Company otherwise disposes of, sells, or is in the process of selling or disposing of, prior to June 4, 2004; and

(i) Company Revenues. All Company Revenues received by Buyer with respect to the Revenue Products.

2. ASSUMPTION OF LIABILITIES

2.1 Liabilities to be Assumed. Buyer hereby assumes sole responsibility for any and all support of the Products either sold or manufactured by Buyer on or after the Closing Date including but not limited to: (i) handling all returns for such Products, (ii) performing at no cost to the Company all repairs of such Products (whether or not covered by any warranty made or implied with respect to such Products), (iii) obtaining and maintaining adequate insurance for general and product liabilities arising out of or in connection with the manufacture, sale, distribution, and/or use of such Products, and (iv) holding Company free and harmless from any and all claims by any person arising out of, relating to, or in connection with the Products (collectively the "Assumed Liabilities").

3. CLOSING AND CONSIDERATION

3.1 Closing. The closing (the "Closing") shall take place at 3:00 p.m., Pacific Standard Time, on May 6, 2004 at the offices of Yocca Patch & Yocca, LLP, 19900 MacArthur Boulevard, Suite 650, Irvine, California 92612 or at such other time, date and place as the Buyer and the Company may agree in writing. The Closing shall be deemed effective as of 12:01 a.m., Pacific Standard Time. The date on which the Closing takes place shall be the "Closing Date."

3.2 Deliveries at Closing.

(a) Buyer's deliveries. At Closing, Buyer shall deliver to Company:

(i): an executed counterpart of this Agreement;
(ii): evidence of product liability insurance providing insurance coverage for products liability arising out or relating to the Products either manufactured, sold, or distributed by Buyer following the Closing Date along with an additional insured endorsement naming the Company as an additional insured under such policy. Company will provide an additional ten business days for Buyer to obtain and provide proof of the aforementioned insured endorsement;
(iii): a company check for the Cash Payment;
(iv): evidence reasonably satisfactory to Company that Buyer is current on all monies owed pursuant to the 1999 License; and
(v): the DPAC License Agreement, substantially in the form attached hereto as Exhibit F (the "DPAC License Agreement").

(b) Company's deliveries. At Closing, Company shall deliver or tender, as applicable, to Buyer, at Company's place of business:

(i): an executed counterpart of this Agreement;
(ii): the Purchased Assets (excluding the PEP Products, related intellectual rights, manufacturing/test equipment, documentation, inventory and designs, which, if unsold by June 4, 2004 will be tendered at such time);
(iii): an executed assignment agreement for the 694 Patent and Form PTO-1595 to be filed with the United State Patent and Trademark Office, as set forth on Exhibit G.

3.3 CONSIDERATION—PAYMENT

(a) Monetary Consideration. The monetary consideration (the "Monetary Consideration") for the Purchased Assets shall be the sum of each of the following:

(i) Cash Payment. A cash payment in the amount of Three Hundred and One Thousand dollars ($301,000.00) (the "Cash Payment") which shall be paid by the Buyer to the Company or its designee or assigns in cash, via a company check; and

(ii) Future Payments.

a. Buyer shall pay Company 40% of the revenues to be generated, without reduction for any expenses (the "Gross Revenues"), from all orders received by or on behalf of Buyer, or any entity acting in concert with Buyer, during Company's 2005 Fiscal Year (ending February 28, 2005) for: (i) any product (excluding any product covered by the 1999 License) that is covered by or incorporates, whether directly or indirectly, the claims of the 694 Patent, whether or not such product is developed either by Company or Buyer; and (ii) any and all Products. The products in (i) and (ii) above are collectively referred to as the "Revenue Products."

b. Buyer will pay Company 40% of the Gross Revenues from orders received by or on behalf of Buyer during Company's first quarter of its 2006 Fiscal Year (March 1, 2005 - May 31, 2005) for any and all Revenue Products;

c. Buyer will pay Company 30% of the Gross Revenues from orders received by or on behalf of Buyer during Company's second quarter of its 2006 Fiscal Year (June 1, 2005 - August 31, 2005) for any and all Revenue Products;

d. Buyer will pay Company 20% of the Gross Revenues from orders received by or on behalf of Buyer during Company's third quarter of its 2006 Fiscal Year (September 1, 2005 - November 30, 2005) for any and all Revenue Products; and

e. Buyer will pay Company 10% of the Gross Revenues from orders received by or on behalf of Buyer during Company's fourth quarter of its 2006 Fiscal Year (December 1, 2005 - February 28, 2006) for any and all Revenue Products; (the Gross Revenues to be received and/or received by or on behalf of Buyer for the Revenue Products in the percentages set forth in Section 3.3(ii)(a)-(e) above are collectively referred to as the "Company Revenues"); and

(iii): Subject to first obtaining Company's prior written consent for a sale of the Purchase Assets outside the ordinary course of business, the payment of no less than fifty percent (50%) and no greater than eighty percent (80%) of any gross sales outside the ordinary course of business, for any or all of the Purchased Assets to the extent said proceeds, individually or in the aggregate in the case of several sales, exceed $301,000.00 and to the extent the sale occurs within twenty-four (24) months of the Closing Date.

Buyer shall pay Company all monies due by Buyer to Company under Section 3(a)(iii) in accordance with Section 6.10.

(b) Non-monetary consideration. The non-monetary consideration for the Purchase Assets shall consist of the assumption of the Assumed Liabilities by the Buyer on the Closing Date.

(c) Allocation of Monetary Consideration. The Parties mutually agree that the Monetary Consideration paid by the Buyer to the Company for the transfer of the Purchased Assets pursuant to this Agreement shall be allocated as follows: (i) $125,988.64 as a value for the Inventory; (ii) Ten Thousand Dollars ($10,000) for the fixed assets (an occasional sale); and (iii) the remaining Monetary Consideration for the sale of Company's intellectual property, or such other amounts determined by the applicable taxing authority. Both Parties shall be obligated to report the transaction on all applicable tax filings consistent with the allocation determined by the Parties pursuant to this Section 3.3(c).

(d) Sales Tax. The Buyer shall timely pay or remit the cost of any sales, bulk sales, use or similar taxes, which may become due, by whatever jurisdiction levied, arising out of the sale and transfer of the Purchased Assets contemplated under this Agreement, and Buyer shall indemnify, defend, and hold harmless the Company, and its stockholders, from and for such obligations, taxes, penalties and other costs relating to any failure to properly pay such taxes.

4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

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

4.1 Corporate Organization. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of California. The Company has all requisite power and authority to own, operate and lease its properties, to enter into this Agreement and to consummate the transactions contemplated hereby.

4.2 Authority. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Company. No other or further act or proceeding on the part of the Company, its Board of Directors or any of its stockholders is necessary to authorize the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby. This Agreement, and the other documents and instruments to be executed and delivered by the Company pursuant hereto, constitute the valid and binding obligation of the Company, enforceable in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generally, and by general equitable principles.

4.3 Ownership of Purchased Assets. The Company has the power and right to sell, assign, convey, tender and/or deliver, as applicable, the Purchased Assets to the Buyer as contemplated hereby, including the right to assign ownership in the 694 Patent.

4.4 Claims Against The Purchased Assets. The Company has received no actual or threatened claim, demand or complaint that challenges Company's title to the Purchased Assets, including but not limited to the 694 Patent.

5. REPRESENTATIONS AND WARRANTIES OF THE BUYER

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

5.1 Corporate Organization. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of California. The Buyer has all requisite power to enter into this Agreement and to consummate the transactions contemplated hereby.

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

5.3 No Defaults. The consummation of the transactions contemplated by this Agreement will not cause the Buyer or any of its affiliates to be in default (i) under Buyer's articles of incorporation or by-laws or under any material note, indenture, mortgage, lease, purchase or sales order, or any other material contract, agreement or instrument to which the Buyer is a party or by which it or its properties are bound or affected or (ii) with respect to any order, writ, injunction, judgment or decree of any court or any federal, state, municipal or other domestic or foreign governmental department, commission, board, bureau or agency.

5.4 Receipt and Removal of Purchased Assets. Buyer has inspected the Purchased Assets and hereby acknowledges receipt of the Purchased Assets from the Company as of the Closing Date (excluding those assets related to the PEP Products which, if unsold by June 1, 2004 will be tendered at such time). As of the Closing, Buyer is responsible for any insurance covering Buyer's interest in the Purchased Assets as of the Closing Date. Notwithstanding the foregoing sentence, to the extent the Company has property insurance covering property of others located on the Company's premises, then such insurance to the extent applicable will cover the Buyer's Purchased Assets. Any deductible shall be Buyer's sole responsibility.

5.5 Waiving of Offset Rights. Company and Buyer hereby waive any and all rights to offset or withhold any amount due one-another under this Asset Purchase Agreement for any reason other than a breach of this Asset Purchase Agreement.

6. POST-CLOSING COVENANTS

6.1 No later than June 15, 2004, Company will provide Buyer with copies of all customer purchase orders for Products that have been accepted by Company prior to such date that have not been filled or otherwise satisfied by Company (the "Open Purchase Orders").

6.2 Buyer agrees to manufacture, sell, and deliver to Customer all Products covered in the Open Purchase Orders delivered pursuant to Section 6.1. Buyer shall manufacture all such Products in compliance with the terms, specifications, and conditions in such Open Purchase Order(s) and in accordance with the quality requirements set forth in Exhibit H. Buyer will notify Company's representative, William Stowell, or his designee, when such Products are ready for shipment, which shall be as soon as commercially reasonable taking into consideration (i) the timeliness of Buyer's receipt of the customer's order in advance of the order's delivery date and (ii) the quantity of the order. DPAC will authorize such shipment by providing shipping documentation. DPAC agrees not to (i) accept any Purchase Order(s) for Products for less than $10,000.00 in value without Buyer's consent, and (ii) quote any prices for Products where the price is below the highest price previously charged by Company to such customer for the preceding 12 months, less discounts for volume purchases, and (iii) DPAC agrees to consult with Buyer prior to acceptance of any Purchase Orders on or after May 6, 2004, but DPAC reserves the right to determine the pricing for all Purchase Orders accepted that are in excess of $10,000.00.

6.3 All Products sold by Buyer to Company (and subsequently re-sold to the end-customer) will carry a one-year repair or replace warranty from Buyer and will be transferable at no cost to Company's end-customer.

6.4 Buyer shall invoice Company for all Products sold to Company pursuant to this Section 6. The price set forth on all such invoices shall be 50% of Company's end-customer sales price (net of freight).

6.5 Buyer shall have and maintain product liability insurance for all products sold or transferred to Company, naming Company as an additional insured, for no less than one year after Buyer ceases selling such products.

6.6 After May 5, 2004, Company will not accept any orders for Products that have a ship date later than February 28, 2005. After June 4, 2004, Company will not accept new orders for any of the Products. Orders taken by Company for Products will state that they are non-cancelable and non-returnable. The Company has the right, in the Company's sole discretion, to accept changes with respect to quantity and extensions of shipment dates for Products ordered, which changes will be honored by Buyer to the extent Buyer has not already (i) manufactured or shipped the Products unless Company pays Buyer for the finished Product, or (ii) procured inventory for the Products unless Company pays Buyer the actual out of pocket direct cost for the inventory purchased (in which case the inventory shall belong to Company).

6.7 Repairs. Buyer agrees to service, support, and repair all Products sold by the Company prior to the Closing Date in consideration for Company's obligation to pay Buyer for such services in accordance with this Section 6.7. Prior to performing any such service, support or repair, Buyer shall notify Company representative William Stowell, of the Product to be repaired, and provide a written description of the work to be performed and the estimated cost of such repair. Company shall respond to Buyer within five business days with authorization to repair or instructions to return the Product in question. Buyer shall not perform any services or repairs to the Products without the prior written authorization of the Company. In no event shall either the Company or the Company's customer have any liability or responsibility for any charges by Buyer in excess of 115% of the estimated cost of such repair. Subject to the previous sentence, Buyer will invoice Company 130% of Buyer's Cost for any pre-approved repairs. "Buyer's Cost" shall be the actual cost for all materials plus the lesser of: (i) the actual direct labor rates (exclusive of benefits) for any engineer or assembly personnel that works on the returned Products; or (ii) $50.00 per hour (or part thereof) for any engineer or $10.00 per hour (or part thereof) for any assembly personnel that works on the returned Products.

6.8 Warranty on Repairs. Buyer shall warrant all repairs performed by it or on its behalf pursuant to Section 6.7 to be free from defects or failures for a minimum of one year for repair or replacement, at Company's option.

6.9 Payment of Invoices. Company shall pay Buyer's invoices for the work performed pursuant to this Section 6 within 45 days of Company's receipt of such invoice.

6.10 Payment by Buyer. Buyer shall pay Company via a company check all amounts due Company under Section 3.3(a)(ii) on the earlier of (i) the first business day after the month in which Buyer receives revenue, or (ii) within 60 days of the Buyers ship date.

6.11 Resale of Purchased Assets and Change of Control. Buyer agrees that, on and after the Closing Date and continuing until all Monetary Consideration owing the Company under this Agreement is paid in full pursuant to this Agreement to neither consent to, commit, authorize, nor permit any of the following actions/events:

(a) Sell, assign, transfer, convey, encumber, hypothecate, mortgage or otherwise alienate any part of the Purchased Assets, outside the normal course of business, without first obtaining Company's prior written consent, which consent Company may withhold in Company's sole and absolute direction for any reason or no reason;

(b) Randall Greene either (i) no longer participates full time in the management of the Buyer, or (ii) sells, assigns, transfers, coveys, encumbers, hypothecates, mortgages, or otherwise alienates any

portion of his equity interest in the Buyer, whether voluntarily, involuntarily or by operation of law, or (iii) has his equity interest in Buyer as of the Closing Date diluted after the Closing Date, without first obtaining Company's prior written consent, which consent Company may withhold in its sole and absolute discretion for any reason or no reason;

(c) Fail to use commercial best efforts to manufacture, market, sell, and account for the Revenue Products under Section 3.3(ii).

6.12 Company Revenues. Buyer agrees and acknowledges that all Company Revenues shall be for the account of Company and shall be held in trust by Buyer for Company and shall not be the property of Buyer. Buyer shall not lien, borrow, or otherwise impair such funds.

6.13 Post-Closing Receipt of Funds or Other Property. In the event that any of the Parties receives any funds or property belonging to the other Party in accordance with the terms of this Agreement, then the receiving Party will promptly so advise such other Party, will segregate and hold such funds and property in trust for the benefit of such other Party, and will promptly deliver such funds and property to an account or accounts designated in writing by such other Party.

7. RECORDS. Buyer agrees to maintain proper records and books of account for all Revenue Products. Buyer agrees to provide Company with a monthly statement, including a certification that such statements are true and correct, indicating (i) all orders received for the Revenue Products during the month, (ii) the anticipated ship dates for such products, (iii) all Revenue Products shipped during the month accompanied by copies of those orders for Revenue Products for which payment is being made, and (iv) all monies received during the month for the Revenue Products and the corresponding purchase order (collectively the "Monthly Statement"). At all times, until Company has been paid in full under this Agreement, Company, shall have the right, during normal business hours upon giving Buyer 1 business day notice, to inspect, and audit the books and records of Buyer, including the stockholder register and records relating to orders received and products shipped, to insure compliance by Buyer of the terms of this Agreement. If the audit results show Buyer owes Company additional funds for the Revenue Products, then Buyer shall immediately pay Company (i) such additional funds, and (ii) if the underpayment is greater than 5% of the amount originally paid prior to the audit, the cost of such audit.

8. COMPANY'S DISCLAIMERS.

8.1 Condition of Inventory and other Purchased Assets. The Inventory being purchased by Buyer hereunder is set forth on Exhibit D hereto. The Buyer and the Company agree that the Inventory and all other Purchased Assets may be obsolete, excessive for current projections, or otherwise not saleable and that such conditions have been taken into account by Buyer in evaluating the consideration. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4, THE COMPANY MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF ANY OF ITS ASSETS (INCLUDING, WITHOUT LIMITATION, THE PURCHASED ASSETS), ITS BUSINESS, LIABILITIES OR OPERATIONS, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ANY AND ALL OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. THE BUYER HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT TO THE EXTENT SPECIFICALLY SET FORTH IN SECTION 4, THE BUYER IS PURCHASING THE PURCHASED ASSETS ON AN "AS-IS, WHERE-IS" BASIS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AS TO THE PURCHASED ASSETS THAT ARE EQUIPMENT, GOODS OR OTHER ASSETS THAT ARE SUBJECT TO ARTICLE 2 OF THE UNIFORM COMMERCIAL CODE, OR SIMILAR FEDERAL, STATE OR LOCAL LAW, AND THE BUYER EXPRESSLY ACKNOWLEDGES THAT SUCH EQUIPMENT,

GOODS OR OTHER ASSETS ARE BEING PURCHASED AND SOLD "AS IS" AND "WHERE IS" AND WITHOUT WARRANTY EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4 OF THIS AGREEMENT. THE COMPANY MAKES NO REPRESENTATION OR WARRANTY REGARDING ANY ASSETS OTHER THAN THE PURCHASED ASSETS OR ANY LIABILITIES OTHER THAN THE ASSUMED LIABILITIES, AND NONE SHALL BE IMPLIED AT LAW OR IN EQUITY.

9. INDEMNIFICATION

9.1 By the Company. Subject to the terms and conditions of this Section 9, the Company hereby agrees to indemnify, defend and hold harmless the Buyer from and against any claim asserted against the Buyer arising out of or resulting from:

(a) Any failure by the Company to perform under any of the agreements, covenants and obligations set forth in this Agreement;

(b) Any breach of or inaccuracy of the representations or warranties of Company contained in this Agreement;

(c) Any breach of the post-Closing covenants set forth in Section 6;

(d) The liabilities of the Company that are not being assumed by Buyer under Section 2; and

(e) The Excluded Assets.

9.2 By the Buyer. Subject to the terms and conditions of this Section 9, the Buyer, hereby agrees to indemnify, defend and hold harmless the Company, and its directors, officers, employees, agents and representatives, and controlled and controlling persons (hereinafter "Company's Affiliates"), from and against all claims asserted against, resulting to, or imposed upon the Company or the Company's Affiliates, directly or indirectly, by reason of, arising out of or resulting from:

(a) Any failure by the Buyer to pay, discharge, or perform under, as the case may be, when due, any of the agreements, covenants and obligations set forth in this Agreement;

(b) Any breach of or inaccuracy of the representations or warranties of the Buyer contained in this Agreement;

(c) The Assumed Liabilities;

(d) Any breach of the post-Closing covenants set forth in Section 6; and

(e) The manufacture, sale, delivery, operation or breach of warranty of any Products either manufactured, distributed or sold by or on behalf of the Buyer subsequent to the Closing Date.

9.3 Indemnification of Third-Party Claims. The obligations and liabilities of a Party to indemnify the other Party under this Section 9 with respect to any claims relating to third parties shall be subject to the following terms and conditions:

(a) Notice and Defense. The Party to be indemnified (whether one or more, the "Indemnified Party") will give the Party from whom indemnification is sought (the "Indemnifying Party") written notice of any such claim, and the Indemnifying Party will undertake the defense thereof by counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnified Party shall at all times also have the right to participate fully in the defense at its own expense. Failure to give such notice shall not affect the Indemnifying Party's duty or obligations under this Section 9, except to the extent the Indemnifying Party is prejudiced thereby. So long as the Indemnifying Party is defending any such claim actively and in good faith, the Indemnified Party shall not settle such claim. The Indemnified Party shall make available to the Indemnifying Party or its representatives all records and other materials required by them and in the possession or under the control of the Indemnified Party, for the use of the Indemnifying Party and its

representatives in defending any such claim, and shall in other respects give reasonable cooperation in such defense.

(b) Failure to Defend. If the Indemnifying Party, within a reasonable time after notice of any such claim, fails to defend such claim actively and in good faith, the Indemnified Party will (upon further notice) have the right to undertake the defense, compromise or settlement of such claim or consent to the entry of a judgment with respect to such claim, on behalf of and for the account and risk of the Indemnifying Party, and the Indemnifying Party shall thereafter have no right to challenge the Indemnified Party's defense, compromise, settlement or consent to judgment.

(c) Indemnified Party's Rights. Notwithstanding anything in this Section 9.3 to the contrary, the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The Parties shall cooperate with each other with respect to any claim for which indemnification is sought hereunder and in the defense of any claim.

9.4 Limitations of Liability and Remedies. EXCEPT IN CIRCUMSTANCES INVOLVING GROSS MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL ANY PARTY HERETO, WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, BE LIABILE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT OR REVENUES, OR LOSS OF USE OF THE PURCHASED ASSETS.

10. MISCELLANEOUS

10.1 Bulk Sales Compliance. Buyer hereby waives the requirements of the Uniform Commercial Code concerning bulk transfers, as in effect in the State of California, including the requirement of notice to creditors.

10.2 Announcements. Announcements concerning the transactions provided for in this Agreement by either the Company or the Buyer shall be subject to the reasonable approval of the other Party in all material respects, except that the consent of neither Party shall be required for any disclosures required by law. If any such notice or disclosure is so made, the disseminating Party shall give notice of the same to the other Party five (5) business days prior to such disclosure.

10.3 Assignment. Except as expressly provided herein, the rights and obligations of a Party hereunder shall not be assigned, transferred or encumbered without the prior written consent of the other Party, which may be withheld by such party for any reason or no reason.

10.4 Governing Law. This Agreement shall be construed and interpreted according to the internal laws of the State of California, excluding any choice of law rules that may direct the application of the laws of another jurisdiction. Each of the Parties hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of California or the United States of America located in Orange County, California, for any action, suit or proceeding arising out of or relating to either this Agreement or the DPAC License Agreement, and agrees not to commence any action, suit or proceeding relating thereto except in such courts, and further agrees that service of any process, summons, notice or document by United States registered or certified mail shall be effective service of process for any action, suit or proceeding brought in any such court. Each of the Parties hereby irrevocably and unconditionally waives any objection to personal jurisdiction and the laying of venue of any action, suit or proceeding arising out of either this Agreement or the transactions contemplated hereby, in the courts of the State of California or the United States of America located in Orange County, California, and hereby further irrevocably and

unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding has been brought in an inconvenient forum.

10.5 Amendment and Modification. The Buyer and the Company may amend, modify and supplement this Agreement in such manner as may be mutually agreed upon in writing.

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

(a) If to the Buyer:

Twilight Technology, Inc.
2923 Saturn Street
Brea, CA 92821
Phone: (714) 993-9399
Attn: Randall Greene

with a copy to:
Bacon Law Corporation
Three Pointe Drive,
Suite 300
Brea, California 92821

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

(b) If to the Company, to:

DPAC Technologies Corp
7321 Lincoln Way
Garden Grove, California 92841
Phone: (714) 898-0007
Facsimile: (714) 899-7579
Attention: William Stowell, CFO

with a copy to:

Yocca Patch & Yocca, LLP
19900 MacArthur Blvd., Suite 650
Irvine, CA 92612
Fax: (949) 253-0870
Attn: Ryan M. Patch, Esq.

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

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

10.7 Payment. Any payment to the Company shall be made in immediately available funds via a company check.

10.8 Broker Fees. Each Party agrees to hold harmless the other Party from and against any and all claims for brokerage commissions or finder's fees incurred through any act of the Party in connection with the execution, delivery and performance of this Agreement or the transactions contemplated hereby.

10.9 Expenses. Except as otherwise provided herein, each Party shall bear its own fees and expenses, including, without limitation, the fees and expenses of its counsel, accountants and other agents, in connection with the negotiation, preparation, execution, delivery and performance of this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, the Buyer shall pay, and shall indemnify, defend and hold harmless the Company from and against any sales, use, excise, transfer or other similar taxes, fees, charges and expenses imposed with respect to the transactions provided for in this Agreement, and any interest or penalties related thereto.

10.10 Costs of Litigation. The Parties agree that the prevailing Party in any action brought with respect to or to enforce any right or remedy under this Agreement shall be entitled to recover from the other Party all reasonable costs and expenses of any nature whatsoever incurred by the prevailing Party in connection with such action, including without limitation attorneys' fees and prejudgment interest.

10.11 Entire Agreement. This Agreement, including Exhibit A through Exhibit H attached hereto, which are incorporated herein by reference, embodies the entire understanding and agreement between the Parties with respect to the transactions contemplated herein, and there have been and are no agreements, commitments, obligations, understandings, representations or warranties between the Parties other than those set forth herein.

10.12 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A facsimile signature shall be treated the same as an original signature and a facsimile signature shall have the same force and effect as an original signature has under California law. To the extent any Party uses a facsimile signature for this Agreement or any exhibit hereto, said Party agrees to forward an original signature to the other Party within five (5) business days of the Closing Date.

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

10.14 Further Documents. The Buyer and the Company each agree to execute all other documents and to take such other action or corporate proceedings as may be necessary or desirable to carry out the terms hereto.

[SIGNATURES ON FOLLOWING PAGE]

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

ASSIGNMENT

WHEREAS, DPAC Technologies Corp., a corporation organized and existing under the laws of the State of California (f/k/a Dense-Pac Microsystems, Inc.), and having an office and place of business at 7321 Lincoln Way, Garden Grove, California, is the Assignee of new and useful inventions and improvements for INTEGRATED CIRCUIT CHIP STACKING now Patent No. 4,956,694 filed on November 4, 1988 and recorded in the U.S. Patent Office on September 11, 1990.

AND WHEREAS, Twilight Technology, Inc., a corporation organized and existing under the laws of the State of California, and having an office and place of business at 2923 Saturn Street, Suite D, Brea, CA 92821, is desirous of acquiring the right, title and interest in and to said inventions, improvements and application and in and to the Letters Patent to be obtained therefore;

NOW THEREFORE, to all whom it may concern, be it known that for and in consideration of the sum of One Dollar and other good and valuable considerations, the receipt and sufficiency whereof is hereby acknowledged, we have sold, assigned, and transferred, and by these presents do sell, assign and transfer unto said Assignee, its successors or assigns, the entire right, other than claims for damages and all remedies arising out of any violation of the rights assigned hereby that may have accrued prior to the date of this Assignment, which are hereby excluded form the rights being assigned hereunder, title and interest for all countries in and to all inventions and improvements disclosed in the aforesaid Letters Patent, and in and to the said application, all divisions, continuations, or renewals thereof, all Letters Patent which may be granted therefrom, and all reissues or extensions of such patents, and in to any and all applications which have been or shall be filed in any foreign countries for Letters Patent on the said inventions and improvements, including an assignment of all rights under the provisions of the International Conventions, and all Letters Patent of foreign countries which may be granted therefore; and we do hereby authorize and request the Commissioner of Patents and Trademarks to issue any and all United States Letters Patent for the aforesaid inventions and improvements to the said Assignee as the assignee of the entire right, title and interest in and to the same, for the use of the said Assignee, its successors and assigns.

SIGNATURE ON FOLLOWING PAGE

IN TESTIMONY WHEREOF, we have hereunto set our hand this 6th day of May, 2004.

	DPAC Technologies Corp. a California corporation


	By:	/s/ CREIGHTON K. EARLY

	Its:	Chief Executive Officer

STATE OF CALIFORNIA	)
	)	ss.
COUNTY OF ORANGE	)

On May 6, 2004 before me Roberta Y. Huff personally appeared Creighton K. Early, personally known to me - OR - proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, executed the instrument

		WITNESS my hand and official seal



[SEAL]		/s/ ROBERTA Y. HUFF Notary Public

[NOTARY SEAL]

Form PTO-1595
(Rev. 10/02)
OMB No. 0651-0027 (exp. 6/30/2005)

RECORDATION FORM COVER SHEET
PATENTS ONLY

U.S. DEPARTMENT OF COMMERCE
U.S. Patent and Trademark Office

To the Honorable Commissioner of Patents and Trademarks: Please record the attached original documents or copy thereof.

1.	Name of conveying party(ies):	2.	Name and address of receiving party(ies)
	DPAC Technologies Corp.		Name: Twilight Technology, Inc.
	f/k/a Dense-Pac Microsystems, Inc.
	7321 Lincoln Way		Internal Address:	2923 Saturn Street
	Garden Grove, CA 92841			Brea, CA 92821
Additional name(s) of conveying party(ies) attached? o Yes ý No
3.	Nature of conveyance:		Street Address:	2923 Saturn Street
	ý Assignment o Merger		City: Brea State: CA Zip: 92821
	o Security Agreement o Change of Name		Additional name(s) & address(es) attached? o Yes ý No
	o Other
	Execution Date:

4.	Application number(s) or patent number(s):
	If this document is being filed together with a new application, the execution date of the application is:
	A.	Patent Application No.(s)		B.	Patent No.(s) 4,956,694
Additional numbers attached? o Yes ý No
5.	Name and address of party to whom correspondence concerning document should be mailed:		6.	Total number of applications and patents involved: 1
	Name: Ryan M. Patch, Esq.		7.	Total fee (37 CFR 3.41) $40.00
	Internal Address: Yocca Patch & Yocca, LLP			ý Enclosed
	19900 MacArthur Blvd. Suite 650			o Authorized to be charged to deposit account
	Irvine, CA 92612
	Street Address: Yocca Patch & Yocca, LLP		8.	Deposit account number:
	19900 MacArthur Blvd. Suite 650
City: Irvine State: CA Zip: 92612
DO NOT USE THIS SPACE

9.	Signature.

	Name of Person Signing	Signature	Date

Total number of pages including cover sheet, attachments, and documents: o

Mail documents to be recorded with required cover sheet information to:
Commissioner of Patents & Trademarks, Box Assignments
Washington, D.C. 20231

Guidelines for Completing Patents Cover Sheets

Cover Sheet information must be submitted with each document to be recorded. If the document to be recorded concerns both patents and trademarks separate patent and trademark cover sheets, including any attached pages for continuing information, must accompany the document. All pages of the cover sheet should be numbered consecutively, for example, if both a patent and trademark cover sheet is used, and information is continued on one additional page for both patents and trademarks, the pages of the cover sheet would be numbered form 1 to 4.

Item 1. Name of Conveying Party(ies).

Enter the full name of the party(ies) conveying the interest. If there is insufficient space, enter a check mark in the "Yes" box to indicate that additional information is attached. The name of the additional conveying party(ies) should be placed on an attached page clearly identified as a continuation of the information Item 1. Enter a check mark in the "No" box, if no information is contained on an attached page.

Item 2. Name and Address of Receiving Party(ies).

Enter the name and full address of the first party receiving the interest. If there is more than one party receiving the interest, enter a check mark in the "Yes" box to indicate that additional information is attached. Enter a check mark in the "No" box, if no information is contained on an attached page.

Item 3. Nature of Conveyance.

Place a check mark in the appropriate box describing the nature of the conveying document. If the "Other" box is checked, specify the nature of the conveyance. Enter the execution date of the document. The execution date should be entered in the following format: MM/DD/YYYY.

Item 4. Application Number(s) or Patent Number(s).

Indicate the application number(s), and/or patent number(s) against which the document is to be recorded. National application numbers must include both the series code and a six-digit number; and international application numbers must be complete, e.g., 07/123,456 for national application numbers, and PCTUS91/12345 for international application numbers. Enter a check mark in the appropriate box: "Yes" or "No" if additional numbers appear on attached pages. Be sure to identify numbers included on attached pages as the continuation of Item 4.

Item 5. Name and Address of Party to whom correspondence concerning the document should be mailed.

Enter the name and full address of the party to whom correspondence is to be mailed.

Item 6. Total Applications and Patents involved.

Enter the total number of applications and patents identified for recordation. Be sure to include all applications and patents identified on the cover sheet and on additional pages.

Block 7. Total Fee Enclosed.

Enter the total fee enclosed or authorized to be charged. A fee is required for each application and patent against which the document is recorded.

Item 8. Deposit Account Number.

Enter the deposit account number to authorize charges. Attach a duplicate copy of cover sheet to be used for the deposit charge account transaction.

Item 9. Signature.

Enter the name of the person submitting the document. The submitter must sign and date the cover sheet. Enter the total number of pages including the cover sheet, attachments, and document.

This collection of information is required by 35 USC 261 and 262 and 15 USC 1057 and 1060. The information is used by the public to submit (and by the USPTO to process) patent and trademark assignment requests. After the USPTO records the information, the records for patent and trademarks, assignments, and other associated documents can be inspected by the public. To view documents recorded under secrecy orders or documents recorded due to the interest of the federal government, a written authorization must be submitted. This collection is estimated to take 30 minutes to complete, including gathering, preparing, and submitting the form to the USPTO. Any comments on the amount of time you require to complete this form and/or suggestions for reducing this burden, should be sent to the Manager of the Assignment Division, Crystal Gateway 4, Room 310, 1213 Jefferson Davis Highway, Arlington, Va. 22202. DO NOT SEND FEES OR COMPLETED FORMS TO THIS ADDRESS. SEND TO: Commissioner of Patents and Trademarks, Box Assignments, Washington, D.C,, 20231.

Privacy Act Statement for Patent Assignment Recordation Form Cover Sheet

The Privacy Act of 1974 (P.L. 93-579) requires that you be given certain information in connection with the above request for information. This collection of information is authorized by 35 U.S.C. 1, 2, 261 and E.O. 9424. This information will primarily be used by the USPTO for the recordation of assignments related to patents and patent applications. Submission of this information is voluntary but is required in order for the USPTO to record the requested assignment. If you do not provide the information required on the cover sheet, the assignment will not be recorded, and all documents will be returned to you.

After the information is recorded, the records and associated documents can be inspected by the public and are not confidential, except for documents that are sealed under secrecy orders or related to unpublished patent applications. Assignment records relating to unpublished patent applications are maintained in confidence in accordance with 35 U.S.C. 122. Records open to the public are searched by users for the purpose of determining ownership for other property rights with respect to patents and trademarks.

Routine uses of the information you provide may also include disclosure to appropriate Federal, state, local, or foreign agencies in support of their enforcement duties and statutory or regulatory missions, including investigating potential violations of law or contract and awarding contracts or other benefits; to a court, magistrate, or administrative tribunal in the course of presenting evidence; to members of Congress responding to requests for assistance from their constituents; to the Office of Management and Budget in connection with the review of private relief legislation; to the Department of Justice in connection with a Freedom of Information Act request; to a contractor in the performance of their duties; to the Office of Personnel Management for personnel studies; and to the General Services Administration (GSA) as part of their records management responsibilities under the authority of 44 U.S.C. 2904 and 2906. Such disclosure to GSA shall not be used to make determinations about individuals.

Exhibit A

Drawing No.		Description
11A003-00		DP384073
11A005-00		839944-1 (LITTON DATA)
11A006		DPS256KU
11A010		DPS128KU
11A012-00		500722 BENTLEY
11A014-00		DP39E64
11A015-00		DP6167
11A024		DPD4849
11A040		DP1024KB
11A045-00		DP39256
11A046-00		DP403873
11A047-00		M2065
11A048-00		DP16X5KUS
11A049-00		DPH91288KUL
11A050-00		DP39E256
11A051		DPS288KU
11A053-00		DP7M464
11A054-00		DPV1024
11A055-00		DP040256
11A056-00		DP41256
11A059-00		DP39128
11A061		DPS512
11A062-43		DPE40256-300B
11A063-00		DPE41256
11A064-00		DPS256KUL-1IX (SINGER)
11A067-00		DPH256KB-C3
11A072-00		DPCAI-4M
11A074-00		DPE42256
11A078-01		LPN4032081-004
11A078-02		LPN4032081-001
11A078-03		LPN4032081-005
11A081		DPS41128
11A083-00		AM0004-002 (DPS6564-45M) (MILCOM)
11A085-00		DPS384-35C
11A085-01		8516263-1 (LOCKHEED)
11A086		DPE41257
11A091		DPE43256
11A092		DPE4512
11A095		DPE45257
11A100-01		61776-10042 (AAI)
11A100-02		61776-10037 (AAI)
11A100-03		61776-90042 (AAI)
11A100-04		61776-90037 (AAI)
11A101-06		DPE41193T-150C
11A103		DPE41193L
11A104		DPE41257T
11A113-00		7568041 (DELCO)

11A114-00		DPS41288 (THICK FILM)
11A117		DPE41193X
11A118		DPE41257L
11A122-00		DPE41257X-300B (LSI)
11A127-00		326001 (SANDERS)
11A128-00		DPV8048
11A131		DPE41288S
11A133-00		75DRS0101 (GEC)
11A136		DPS61C32
11A137		DPS8816
11A140-00		D1MX9 MODULE (BILL GHAI)
11A141-00		LPN4041356-001 (SINGER LINK)
11A141-01		LPN4041356-002 (SINGER LINK)
11A142		DPD64X48
11A144		DPS16X16
11A145-00		LPN4041354-001
11A145-01		LPN4041354-002
11A147-01		11884-1 (LEIGH INSTRUMENTS)
11A150		DPE8M628T
11A151		DPE92256S
11A155		DPE48C512 (SEEQ)
11A157		DPD42565-120C (BILL GHAI)
11A160		DPS25616
11A167		DPS41257WS
11A173		DPE8M624S
11A174-00		AA200034 (SEEQ) DPE51288
11A174-01		DPE51288 W/ TEMP. CYCLE MQ28C010 (SEEQ)
11A178-33		DPD50464-120M
11A179-00		DPS45129
11A185-06		DPE3233-70C
11A191-00		440-7-16440-000 (PLESSEY)
11A192-32		DPS51288-120M
11A193-03		DPS92255G-45C
11A211-00		546249-01 (FORD AEROSPACE) DPD1MX12
11A230-00		1009AS2198 (DPS1124-170B) (NEC)
11A239-00		DPS9264G (FAIRCHILD) E39996A
11A243-00		DPE1143
11A248-00		1104631 (TELECTRONICS) 8KX8
11A249-01		89CD0096-1 (E-SYSTEMS)
11A249-02		89CD0096-2 (E-SYSTEMS)
11A249-03		89CD0096-3 (E-SYSTEMS)
11A251-00		1105046 (TELECTRONICS) 32KX8
11A252-00		MS62256L-10LM (FORCE TECH)
11A259-00		1103559 (TELECTRONICS) 32KX8 MASK ROM
11A261-42		DPS92256GS-13B
11A268-01		DPS92256G-15C
11A269-42		DPS92256GLL-135B
11A270-00		DPD4464-150B ES5467-02 (EMERSON)
11A273-00		BMIS-II (EXPANSION SYSTEM NETWORK)
11A273-10		CDS-BMIS-II

11A273-20		IWS-BMIS-II
11A273-30		SWS-BMIS-II
11A273-40		MFS-BMIS-II
11A276-00		592411-01 REV B, LORAL
11A276-01		DPS92256GL-93B (FORD)
11A291-33		DPS128X33V3-85M
11A299-00		19501 L'GARDE
11A305		DPS128X32V3
11A306-00		D30294A-23 FAIRCHILD
11A314-03		DPS1MX32V3-10C
11A318		DPS512X16A3
11A319		DPS128M8BY
11A322-00		12930752 REV XC
11A378-01		DPS512S8AP-70C
11A389-00		DPS92256G-100B/S SCI
11A394-02		DPS256X16A3-12C
11A398-51		DPS128X16V3-15B/DPS128M8Y-15B 5004-GROUP D
11A399-01		DPS512X32V3-15C
11A400-44		DPS128X16A3-85B
11A410-00		4067375-412 HONEYWELL
11A448-00		DPS1MS8A3-GMDELCO ELECTRONICS
11A495-32		DPS128M8JY-12M
11A496-32		DPS128X16J3-12M
11A508-41		DPS92256AN-150B
11A522-04		DPS512S8HPL-10C
11A525-43		DPS512S16V3-12B
11A528-02		DPS512S8A3-15C
11A533-03		DPS256S32W-12C
11A539-00		14A128-00 SUBSTRATE W/DECODER
11A557-04		DPS512X16H3-85C
11A563-43		DPS1MX8H3-10B
11A580-33		DPS128X24H3-10M
11A590-42		DPS128X16H3-12B
11A595-00		LEAD FORMING, 29C040 ATME
11A601-06		DPS512S8GAP-25C
11A618-32		DPZ512X16IV3-20M
11A621-00		ES8033-02 ESCO
11A735-34		DPS128M8HY-85M
11A774-42		DPS128X16CV3-45B
11A812-13		DPZ8MX16NV3-15I
11A831-01		DPS128M8Y-15C
11A854-00		6196398-001 NORTHROP (11A854-00)
11A854-01		SUB ASSY,6196398,1MX8 FLASH 150B
11A854-02		SUB ASSY,6196398,1MX8 150B,GULL
11A864-12		DPS1MX32MKV3-45I
11A883-02		TSOP, KM41C16000AS-TRW
11A936		DPSD16MX64RW
11A937		DPSD8MX64RW
11B023		DPSD8MX64RSW
11B024		DPED8MX32PW

11B037		DPSD16MX72RW
11B040		DPSD32MX72RW
11B040		DPSD16MS64RW
11B041		DPSD8MX72RW
11B049		DPS128M8DY
11B068		DPED32MX32RW
11B069		DPED16MX32RW
11B070		DPSD4MX64PW
11B076		DPS2MK32MKV3
11B112		DPSD8MX32RSW
11B123		DPSD16MX64RW
11B125		DPE3D4MX64RSW
11B127		DPSD4MX64PW
11B128-00		DPSZ384X16BIA3-ABS 6007560 REV -
11B152		DPSD16ML64RW-10C
11B153		DPSD8ML64RW-10C
11B161		DPZ256X8IY-20C
11B258		DPSD16MX64RW-10CT
11B394-00		TSOP,8MX8 FP MIL SCREENED
11B405-00		T1014006 REV AA
11B407-00		SUB ASSY,STACK 980696-2
11B452		DP5Z1MM16PY
11B468		CERAMIC LEADED BASED, 68 PIN
11B474		TSOP,128KX8 SRAM,15ns,BI
11B497		DP5Z256S32AKW
11B499		DP5Z1MM16PH3
11B502		DPS128X16CI3
11B508		DP5Z1MM8NKH3
11B516		DPS128M8CIY
11B521		DPZ128X16CA3
11B522		DPS128M8DY
11B524		DPS128X16BA3
11B537		DP5Z4MX16PH3
11B538		SUB ASSY,DP5Z1MM16PY
11B540		SUB ASSY,DPZ256X8CY
11B540		SUB ASSY,DPZ256X8CY
11B541		SUB ASSY,DPS128M8DHY
11B542		SUB ASSY,DPS128M8DIY
11B548		SUB ASSY,DPS128M8DJY
11B555-01		G254060-1 REV -, RATHEON

Exhibit B

ManFact P/N	Item Description	Macola P/N
11D0008-01	TOP ASSY RS422 (SYMBOL)	90008-001
11D0008-02	TOP ASSY RS422/485 CARD	90008-002
11D0028-04	TOP ASSY MAGSTRIPE 18" W/	90028-004
11D0042-01	TOP ASSY HEATER KIT (SYMBOL)	90042-001
11D0043-01	ASYST MASTER 5 VERSION 2 (TOP ASSY)	90043-001
11D0044-01	TOP ASSY ASYST MASTER 16	90044-001
11D0053-01	TOP ASSY PEPLOCK WIEGAND	90053-001
11D0053-05	TOP ASSY WIEGAND	90053-005
11D0053-07	TOP ASSY SECURE WGND PEPLOCK	90053-007
11D0136-01	TOP ASSY CCFL DISPLAY	90136-001
11D0138-01	TOP ASSY CCFL MICROTERMINAL	90138-001
11D0205-01	TOP ASSY LOCO LOCK	90205-001
11D0242-01	TOP ASSY PP ETHERNET CRADLE	90242-001
11D0260-01	TOP ASSY 1700 CRADLE	90260-001
11D0260-02	TOP ASSY 1700 CRADLE U7 UPGRADE	90260-002
11D0328-01	TOP ASSY ACE VLF-MC3005-02	90328-001
11D0329-01	TOP ASSY PACE VLF-MC3005-02P	90329-001
11D0341-01	TOP ASSY NEC ADSL INFOSET	90341-001
11D0347-01	TOP ASSY ABB VN ROUTER	90347-001
11D0357-01	TOP ASSY CISCO FLASH CARD 4MB	90357-001
11D0399-01	TOP ASSY NEC CONFERENCE BOARD	90399-001
11D0402-01	TOP ASSY ADC T1 LINE CARD	90402-001
11D0448-02	TOP COVER VN ROUTER 2	70448-002
11D0500-01	TOP ASSY ELITE CTI BD SET REV A	—
11D0501-01	TOP ASSY ELITE SCND SLTBD REV A	—
11D0503-01	COBOX ADAPTOR	—
	IA FULL CARD 10060 (NO MEMORY)	90001-02-00
	IA HALF CARD 10100, 1/2MB	90003-00-00
	TOP LEVEL 1/2CRD 1/2MB BLK ER	90003-001
	TOP LEVEL 1/2CRD 1MB SECT ERS	90003-002
	TOP LEVEL 1/2CRD 2MB SECT ERS	90003-003
	TOP ASSY HALFCARD OE VERSION	90003-004
	COMBO CARD (NO MEMORY) 10067	90004-01-03
	SIMM MODULE 512K SRAM 10108	90005-00-00
	SIMM MOD 2M PSRAM REV A 10108	90005-01-00
	WARP DRIVE (2MEG) 10112	90006-00-02
	WARP DRIVE 16MB PSRAM	90006-003
	PEP DR (NO HARD DRIVE) 10092	90007-001
	FLUOROWARE PROGRAMMING PLUG	90011-00-00
	FLUOROWARE HOST TERM PLUG	90011-00-01
	FLUOROWARE REM. BUS TERMINAT.	90011-00-02
	FLUOROWARE REMOTE PROG. PLUG	90011-00-03
	TIRIS BOARD 10104	90012-001
	FLUOROWARE MASTER 5	90013-001
	FLUOROWARE MASTER 16	90014-001
	TOP ASSY DISPLAY REMOTE	90015-001
	FLUOROWARE PRESENCE SENSOR	90016-001

		TOP ASSY KEYBOARD REMOTE		90017-001
		TOP ASSY COMBO REMOTE		90018-001
		FLUOROWARE DAUGHTER BOARD		90019-001
		RIPP CARD 10004		90020-001
		ACCULOGIC MULTIFUNCTION BOARD		90027-001
		MAG STR RDR 10123 90 DEG TERM		90028-00-01
		MAGSTRIP CABLE, DB9 TERM ONLY		90028-00-02
		MAG STRIPE READER W/6.50 CABLE		90028-001
		MAG STRIPE RDR W/16.00 CABLE		90028-002
		MAG STRIPE RDR W/6.50 CBL &SCR		90028-003
		PDT33008LBL640K256NVM TIRIS		90029-0001
		PDT33008LBL640K256NVMOEC TIRIS		90029-0002
		PDT33008LBL1.1MB256NVM TIRIS		90029-0003
		PDT33008LBL1.1MB256NVMOEC T		90029-0004
		PDT33008LBL2.2MB256NVM56K T		90029-0005
		PDT33008LBL2.2MB256NVMOEC56K T		90029-0006
		PDT33008LBL4.2MB256NVM56K T		90029-0007
		PDT33008LBL4.2MB256NVMOEC56K T		90029-0008
		SYMBOL 3300 INTEGRATED		90029-001
		PDT33008LLBL1.1		90029-004
		PDT3300 8LBL 1.1MB REFURBISHED		90029-0100
		ANTENNA 6 X 6 F/W		90030-001
		ANTENNA 5 X 3 MINI F/W		90031-001
		ANTENNA STICK ASSY FOR F/W		90032-001
		EXTERNAL DATADECK 10132		90033-001
		INTERNAL DATADECK (COMPLETE)		90034-001
		MERIDIAN POS UNIT 10290		90035-001
		MERIDIAN REMOTE TERM W/SLOT		90036-001
		REMOTE TERMAL W/O SLOT		90037-001
		TOP ASSY PEP POS REM W/O SLOT		90037-002
		MERIDIEN 422RJ VERSION		90038-001
		PDT33008LBL640K256NVM TIRIS		90039-0001
		PDT33008LBL640K256NVMOEC TIRIS		90039-0002
		PDT33008LBL1.1MB256NVM TIRIS		90039-0003
		PDT33008LBL1.1MB256NVMOEC 56K		90039-0004
		PDT33008LBL2.2MB256NVM56K T		90039-0005
		PDT33008LBL2.2MB256NVMOEC56K T		90039-0006
		PDT33008LBL4.2MB256NVM56K T		90039-0007
		PDT33008LBL4.2MB256NVMOEC56K T		90039-0008
		SYMBOL 3300 TETHERED/TRIGGERED		90039-001
		SYMBOL 3300 W/STICK ANTENN		90039-002
		PDT33008LBL640K256NVM TIRIS		90040-0001
		PDT33008LBL640K256NVMOEC TIRIS		90040-0002
		PDT33008LBL1.1MB256NVM TIRIS		90040-0003
		PDT33008LBL1.1MB256NVMOEC T		90040-0004
		PDT33008LBL2.2MB256NVM56K T		90040-0005
		PDT33008LBL2.2MB256NVMOEC56K T		90040-0006
		PDT33008LBL4.2MB256NVM56K T		90040-0007
		PDT33008LBL4.2MB256NVMOEC56K T		90040-0008
		SYMBOL 3300 TETHERED/NON-TRIG		90040-001

		PDT33008LB 1.1 MEG RS232		90040-009
		SYSTEM ASSEMBLY EASYREADER		90041-001
		EASY READER DEVELOPMENT KIT		90045-001
		TOP ASSY PIGTALES CRADLE CNTLR		90046-001
		PIGTALES CRDLE CTRLR CRYST UPG		90047-001
		FLUOROWARE SUPERMASTER		90048-001
		RF DATA SYSTEM MUX DEMO KIT		90049-001
		RF DATA SYSTEM MULTIPLXER UNIT		90050-001
		3300 W/TELINEXIS RADIO MODULE		90051-001
		FLUOROWARE MASTER 5 V1.5		90052-001
		TOP ASSY PEPLOCK RS232 NEW		90053-002
		TOP ASSY PEPLOCK RS232 OLD		90053-003
		PEPLOCK RS232 SDK VERSION		90053-004
		TOP ASSY PEPLOCK RS232 G&D		90053-006
		SMARTMONEY UGANDA POS SYSTEM		90054-001
		TOP UNIT, PAM RF MODEM		90055-001
		TOP ASSY PAM ARDIS		90055-002
		TOP ASSY PAM RF MODEM TYPE III		90055-003
		EASY READER KIT, ALLFLEX		90056-001
		PDT3100 VMC (CRADLE)		90057-001
		HOMEBASE, UNIT		90058-001
		SYSTEM TOP ASSY HOMEBASE 1X4		90058-002
		SYSTEM TOP ASSY HOMEBASE 1X6		90058-003
		TOP ASSY DES CARD ISA BUS		90059-001
		FLUOROWARE COMBO KEYPAD RETRO		90060-001
		AUTO OPERATOR LOGIN UNIT,TIRIS		90061-001
		HHOMEBASE, UNIT MULTIPLEXER		90062-001
		MICROLASERWAND, UNIT (SYMBOL)		90063-001
		EASYREADER DUNCAN IR		90064-001
		BATTERY PACK-(PAM)		90065-001
		TOP ASSY OPERATOR ACCESS		90066-001
		MICROLASERWAND, UNIT (PSC)		90067-001
		PEPFARE UNIT		90068-001
		TEST FIXTURE HOMEBASE		90069-001
		PDT3100 VMC REWORK KIT		90070-001
		EASY READER W/POD DB25F		90071-001
		TI DEVELOPERS KIT		90072-001
		TOP ASSEMBLY—PEPLOCK		90073-001
		TOP ASSY 4100 IR		90074-001
		SYSTEM ASSEMBLY POS TERMINAL		90075-001
		TOP ASSY POS REWORK UNIT		90075-002
		BEAMER SPARE PARTS		90076-001
		TOP COVER ASSY DOLPHIN		90077-001
		BOTTOM COVER ASSY DOLPHIN		90078-001
		BATT PACK ASSY 600MA NCD DOLPH		90079-001
		BATT PACK ASSY 700MA NCD DOLPH		90079-002
		BATT PK ASSY NIMH 1300MA DOLPH		90079-003
		BATT PACK ASSY 1200MA NIMH		90079-004
		CABLE ASSY BATT CONTACT DOLPH		90080-001
		SYSTEM FRAME ASSY DOLPHIN		90081-001

		RADIO ASSY DOLPHIN		90082-001
		CABLE ASSY ANTENNA DOLPHIN		90083-001
		SYSTEM ASSY EXPANDED DISPLAY		90084-001
		SYSTEM ASSY EXP MICROTERMINAL		90085-001
		SYSTEM ASSY DOLPHIN		90086-001
		PACK OUT ASSY DOLPHIN		90087-001
		TOP ASSY DOLPHIN TERMINAL		90088-001
		SYSTEM ASSY DOLPHIN HOMEBASE		90089-001
		PACK OUT ASSY DOLPHIN HOMEBASE		90090-001
		TOP ASSY DOLPHIN HOMEBASE		90091-001
		BATTERY PACK OPT (NICAD) DOPH		90092-001
		BATT PACK OPT 700MA NICAD DLPH		90092-002
		BATT PK OPT NIMH 1300MA DOLPH		90092-003
		BATTPACK OPT 1200MA NIMH		90092-004
		TOP COVER ASSY DOLPH HMBASE		90093-001
		CABLE ASSY 20 COND IDC 6"		90094-001
		SYSTEM ASSY PLCK RS232 89C55		90095-002
		SYS ASSY PEPLOCK RS232 89C52		90095-003
		SYS ASSY PEPLOCK RS232 SDK		90095-004
		SYS ASSY PEPLOCK RS232 BASIC		90095-005
		TOP LEVEL ASSY EXP DISPLAY		90097-001
		TOP LEVEL ASSY EXP MICROTERM		90098-001
		COMPAQ FILE SERVER		90099-001
		TOP ASSY MAC ENGINE		90100-001
		DIGIBOARD PC&E COMM CONTROLLER		90101-001
		DIGIBOARD KIT		90101-002
		4MM DAT TAPE UNIT		90102-001
		FREEWAVE WIRELESS MODEM		90103-001
		EASYRDR SDK DISK ASSY		90104-001
		ANTENNA ASSEMBLY EASYREADER		90105-001
		LED ASSEMBLY EASYREADER		90106-001
		SPEAKER ASSEMBLY EASYREADER		90107-001
		BATTERY PACK ASSY EASYREADER		90108-001
		CABLE ASSY COILED EASYREADER		90109-001
		ADAPTOR DB25M/RJ45POD ASSY		90110-001
		CABLE ASSY TIRIS RADIO		90111-001
		DATADECK FLASH CARD ASSY		90112-001
		TOP COVER ASSY DOLPH NUMERIC		90113-001
		SYSTEM ASSY DOLPHIN NUMERIC		90114-001
		SEAGATE SCSI DISK DRIVE		90115-001
		TOP ASSY PCI DES CARD		90116-001
		SYSTEM ASSY AUTHENTICATOR PEP		90117-001
		SYSTEM ASSY AUTHENTICATOR G&D		90117-002
		SYSTEM ASSY AUTHENTICATOR BLNK		90117-003
		SYS ASSY AUTHCTR PEP NEW		90117-004
		SYS ASSY AUTHCTR G&D NEW		90117-005
		SYS ASSY AUTHCTR BLNK NEW		90117-006
		CABLE ASSY AUTHENTICATOR		90118-001
		SYSTEM ASSY MSR W/6.50 CABLE		90119-001
		SYS ASSY MSR W/16.00 CABLE		90119-002

		SYS ASSY MAGSTR RDR W/18" CBL		90119-003
		DB9 TERMINATION KIT MSR		90120-001
		DB9 TERMINATION KIT W/JACKSCR		90120-002
		TOP ASSY PCI TRIPLE DES CARD		90121-001
		SYSTEM ASSY 4100 NEW		90122-001
		TOP ASSY DOLPHIN NUMERIC		90123-001
		PACK OUT ASSY DOLPH NUMERIC		90124-001
		SYSTEM FRAME ASSY DOLPH NUMRC		90125-001
		BULK ERASE 1/2CARD UTILS DISK		90126-001
		KIT,BULK ERS 1/2CRD UTILITIES		90127-001
		SYSTEM ASSY PGTALES CRADLE CNT		90128-001
		SIMM 4MB PSRAM		90130-001
		TOP ASSY AUTHENTICATOR PEP		90131-001
		TOP ASSY AUTHENTICATOR G&D		90131-002
		TOP ASSY AUTHENTICATOR BLANK		90131-003
		TOP ASSY AUTHCTR PEP NEW		90131-004
		TOP ASSY AUTHCTR G&D NEW		90131-005
		TOP ASSY AUTHCTR BLNK NEW		90131-006
		CABLE ASSY DOLPHIN TOROID		90132-001
		CABLE ASSY DOLPH TOROID CONN		90133-001
		SYSTEM ASSY 3100		90134-001
		SYSTEM ASSY CCFL DISPLAY		90135-001
		SYSTEM ASSY CCFL MICROTERMINAL		90137-001
		TOP ASSY MINI MOD FLASH CARD		90139-001
		PEP EX-CHANGE SOFTWARE DEV KIT		90140-001
		INSTLLN DISK ASSY PEP EXCH SDK		90141-001
		TOP ASSY INST ACSS FULL CRD 4M		90142-001
		TOP ASSY INST ACSS FULL CRD 8M		90142-002
		TOP ASSY PCI SNG DES VMS110		90143-001
		TOP ASSY PCI CRD 1DES 3DES		90143-002
		DOLPH MEM EXPANSN OPTION 512K		90144-001
		DOLPH MEM EXPANSION OPTION 2M		90144-002
		DOLPH MEM EXPANSION OPTION 4M		90144-003
		DOLPH MEM EXPANSION OPTION 8M		90144-004
		DOLPH MEM EXPANSN OPT 4M TSHBA		90144-005
		AUTHENTICATOR SW DEVELPRS KIT		90145-001
		INSTLLN DISK ASSY AUTHENTICATR		90146-001
		SYSTEM ASSY PRESENCE SENSOR		90147-001
		TOP ASSY PCI SNGDES VMS110 SDK		90148-001
		SDK PCI CARD 1DES 3DES		90148-002
		INSTLLN DISK ASSY PCI DES SDK		90149-001
		CABLE ASSY DOLPH SERIAL DEBUG		90150-001
		TOP ASSY SHB2X MAIN		90151-001
		TOP ASSY SHB2X MAIN SMT		90151-002
		SYSTEM ASSY SHB2X MAIN		90152-001
		SYS ASSY SHB2X MAIN SMT		90152-002
		CABLE ASSY LED SYM HMBASE 2X		90153-001
		CABLE ASSY INCONN SYM HBASE2X		90154-001
		TOP COVER ASSY SYM HMBASE 2X		90155-001
		TOP ASSY SHB2X REMOTE		90156-001

		TOP ASSY SHB2X REMOTE SMT		90156-002
		SYSTEM ASSY SHB2X REMOTE		90157-001
		SYS ASSY SHB2X REMOTE SMT		90157-002
		TOP ASSY SHB 4 SLOT SYSTEM		90158-001
		TOP ASSY SHB 6 SLOT SYSTEM		90158-002
		TOP ASSY SHB 8 SLOT SYSTEM		90158-003
		TOP ASSY SHB 4 SLOT		90158-004
		TOP ASSY SHB 6 SLOT SMT		90158-005
		TOP ASSY SHB 8 SLOT SMT		90158-006
		TOP ASSY TS 3101		90159-001
		TOP COVER ASSY TS 3101		90160-001
		TIRIS WAND ASSY		90161-001
		SYSTEM ASSY MOBILE UNIT		90162-001
		TOP ASSY SYM TIRIS HH W/TRAKKR		90163-001
		TOP ASSY PCI TRIPLE DES SDK		90165-001
		KIT INTERCONNECTION SHB2X		90167-001
		EASYRDR WIN 95 SDK DISK ASSY		90168-001
		UPGRADE KIT EZRDR REV E PCB		90169-001
		TOP ASSY ETHERNET UNIT SHB2X		90170-001
		SYS ASSY ETHERNET UNIT SHB2X		90171-001
		TOP ASSY 8 SLOT ETHERNET UNIT		90172-001
		RS232 ADAPTOR,DIGIBD ACCELPORT		90173-001
		CABLE ASSY AUTH, 5POS M,6POS F		90174-001
		SOFTWARE DEV KIT 3101 TOUCHSRN		90175-001
		DISK ASSY 3101 TCHSCRN SDK		90176-001
		TOP ASSY FALCON		90177-001
		SYSTEM ASSY FALCON		90178-001
		TOP COVER ASSY FALCON		90179-001
		BOTTOM COVER ASSY FALCON		90180-001
		SYSTEM FRAME ASSY FALCON		90181-001
		BATT PACK ASSY NIMH 1200MA FCN		90182-001
		BATT PACK OPT NIMH 1200MA FLCN		90183-001
		PACK OUT FALCON		90184-001
		BATT CONTROL CABLE FALCON		90185-001
		FLEX CABLE SCAN ENG FALCON		90186-001
		MEM EXP OPTION 24MB FALCON		90187-001
		MEM EXP OPTION 8MB FALCON		90187-002
		SYSTEM ASSY REMOTE KEYBOARD		90188-001
		SYS ASSY MAC ENGINE DRIVE BAY		90189-001
		SYS ASSY MAC ENGINE PC MOUNT		90190-001
		KIT ETHERNET CRADLE COMPS		90191-001
		BATT CONTACT FRAME ASSY FALCON		90192-001
		TOP ASSY HHP DOLPHIN TERMINAL		90193-001
		TOP ASSY HHP DOLPH TERM 2MB		90193-002
		TOP ASSY HHP DOLPHIN HOMEBASE		90194-001
		HHP DOLPH TOP COVER ASSY		90195-001
		HHP DOLPHIN BOTTOM COVER ASSY		90196-001
		HHP DOLPHIN SYSTEM FRAME ASSY		90197-001
		HHP DOLPHIN FRAME ASSY		90198-001
		HHP DOLPHIN KEYBOARD ASSY		90199-001

		HHP DOLPHIN ANTENNA PLUG ASSY		90200-001
		HHP DOLPHIN BACKUP BATTERY ASY		90201-001
		HHP DOLPH BATT PK 1200MA NIMH		90202-001
		HHP DOLPHIN SYSTEM ASSY		90203-001
		SYSTEM ASSY HHP DOLPH HOMEBASE		90206-001
		HHP DOLPH HOMEBASE TOP CVR ASY		90207-001
		CABLE ASSY HHP DOLPH HBASE		90209-001
		KIT MATING CONN LOCOLOCK		90210-001
		TOP ASSY V35 FLASH CARD		90211-001
		TOP ASSY EUCALYPTUS		90212-001
		TOP ASSY MASTER 5 CE MARK		90213-001
		TOP ASSY PRES SENSOR CE MARK		90214-001
		TOP ASSY POS 2		90216-001
		SYSTEM ASSY POS 2		90217-001
		PRINTER ASSY POS 2		90218-001
		DISPLAY ASSY POS 2		90219-001
		CABLE ASSY DISPLAY POS 2		90220-001
		CABLE ASSY 3300 TETH ANT CONN		90221-001
		DISK ASSY SDK PDT 3300		90222-001
		SDK PDT 3300 TETH ANTENNA		90223-001
		CABLE ASSY ETHERNT CRDL DEBUG		90224-001
		SDK V35 FLASH CARD		90225-001
		DISK ASSY V35 DEMO SOFTWARE		90226-001
		CANCELLATION CHARGES		90227-001
		SYSTEM ASSY PP SERIAL CRADLE		90229-001
		CABLE ASSY RJ-6/RJ-6, 5 FT		90230-001
		STAND KIT PP SERIAL CRADLE		90231-001
		ADAPTOR ASSY DB9F TO RJ45-8		90232-001
		EUCALYPTUS DEVELOPERS KIT		90233-001
		TOP ASSY PALM PILOT SER CRADLE		90235-001
		POWER CORD PP CRADLE TEST FIX		90240-001
		CABLE ASSY 40 COND IDC 24 INCH		90241-001
		TOP ASSY EXPANDED FLASH 2 MB		90244-003
		DISK ASSY HDRV SW LKHD PRS CRD		90248-001
		DISK ASSY PERS CRD SUPPORT SW		90249-001
		SYSTEM ASSY RADIOSLED24		90250-001
		SYSTEM ASSY RADIOSLED24 UK		90250-002
		TOP ASSY RADIOSLED24		90251-001
		TOP ASSY RADIOSLED24 UK		90251-002
		SYSTEM ASSY SOHO 2000		90252-001
		TOP ASSY SOHO 2000		90253-001
		TOP ASSY SOHO 2000-25S		90253-002
		TOP ASSY SOHO 2000-4P		90253-009
		TOP COVER ASSY PP RADIO CRADLE		90254-001
		ANTENNA CBL ASSY RADIOSLED24		90255-001
		BATT CONT CABLE ASSY RADSLED24		90256-001
		GLOBAL PC DEVELOPMENT		90257-001
		BATTERY PACK ASSY 1540 CRADLE		90258-001
		TOP ASSY ETHRNT LINE DETECTOR		90259-001
		TOP ASSY LH PRINTER STATION		90263-001

		SYSTEM ASSY LH PRINTER STATION		90264-001
		DISPLAY ASSY LH PRINTER STATN		90265-001
		DISP FRONT COV ASSY LH PRN STN		90266-001
		KEYBOARD ASSY LH PRINTER STN		90267-001
		MODEM RACK ASSY LH PRINTER STN		90269-001
		CD/HARD DRIVE ASSY LHPS		90270-001
		IR CABLE ASSY LH PRINTER STN		90271-001
		KYBD CABLE ASSY LH PRINTER STN		90272-001
		CD CABLE ASSY LH PRINTER STN		90273-001
		HARD DRIVE CABLE ASSY LHPS		90274-001
		LCD CABLE ASSY LH PRINTER STN		90275-001
		RETAINER ASSY 2700 S4 CRADLE		90276-001
		DISK ASSY RADIOSLED24 CONFG UT		90279-001
		CABLE ASSY CHEMITSU CHLLR CNTL		90280-001
		TOP ASSY CHEMITSU CHILLR CNTLR		90281-001
		TOP ASSY HOME2000		90288-001
		TOP ASSY FORTE READER		90294-001
		TOP ASSY LITRONIC ARGUS 300		90295-001
		SYSTEM ASSY FORTE READER		90296-001
		SYSTEM ASSY VOODOO RACK MT		90297-001
		TOP ASSY BIZ 2000		90298-001
		SYSTEM ASSY HOME 2000		90299-001
		CABLE ASSY YELLOW LED		90300-001
		CABLE ASSY LED GREEN		90301-001
		CABLE ASSY LED TO PCB		90302-001
		TOP ASSY VOODOO RK MT 2		90305-001
		SYSTEM ASSY BIZ 2000		90306-001
		TOP ASSY I/O CONTROLS		90308-001
		TOP ASSY SERIALIZED TIRIS TAG		90310-001
		TOP ASSY PROXIM RSLED		90311-001
		SYS ASSY PROXIM RSLED		90312-001
		ANTENNA CABLE ASSY PROX RSLED		90313-001
		BATT PK ASSY PROXIM RLSED		90314-001
		FLEX CABLE ASSY PROXIM		90315-001
		TOP ASSY ABB VISTANET PCI CARD		90316-001
		TOP ASSY WG2500 SOHO US		90317-001
		TOP ASSY C2.5 WG2500 SOHO		90317-002
		TOP ASSY C3.3 WG2500 SOHO		90317-003
		TOP ASSY WGSOHO MOD:WG2500UK		90317-004
		TOP ASSY WGSOHO MOD:WG2500-EU		90317-005
		TOP ASSY WGSOHO MOD:WG2500-AU		90317-006
		TOP ASSY WGSOHO MOD:WG2500-JA		90317-007
		TOP ASSY SOHO/TC MOD:WG2510-US		90317-101
		TOP ASSY SOHO/TC MOD:WG2510-UK		90317-104
		TOP ASSY SOHO/TC MOD:WG2510-EU		90317-105
		TOP ASSY SOHO/TC MOD:WG2510-AU		90317-106
		TOP ASSY SOHO/TC MOD:WG2510-JA		90317-107
		TOP ASSY MOTOROLA CARD RDR		90318-001
		SYSTEM ASSY MOTOROLA CARD RDR		90319-001
		SYSTEM ASSY SOHO PLUS		90320-001

		TOP ASSY ECLIPSE		90322-001
		SYSTEM ASSY ECLIPSE		90323-001
		CABLE ASSY ECLIPSE		90324-001
		TOP ASSY NET SC520 ACCESS PT		90325-001
		TOP ASSY LITRONIC USB FOB		90326-001
		SPECIAL WGND PEPLK WATER SEAL		90332-001
		SPECIAL WGND PEPLCK RT ANGLE		90333-001
		CABLE HARNESS SPECIAL WGND PLK		90334-001
		CABLE HARNESS LHAND WGND PLK		90334-002
		TOP ASSY WG2300 TELECOMMUTER		90337-001
		CABLE ASSY MOTOROLA CD RDR		90338-001
		CONTACT ASSY MOT CRD RDR		90339-001
		WGND PEPLCK LEFT HAND MTG		90340-001
		TOP ASSY EMS WATCHPATROL 2000		90342-001
		TOP ASSY EMS WRIST UNIT		90343-001
		FRONT COVER ASSY MOT CARD RDR		90346-001
		STACK ASSY NEC ADSL INFOSET 2		90349-002
		TOP ASSY ECS DT800IP		90350-001
		TOP ASSY ECS VIU		90351-001
		SYSTEM ASSY VIU		90352-001
		CABLE ASSY VIU MAIN TO IO BD		90353-001
		CABLE ASSY VIU MB TO LCD		90354-001
		SYSTEM ASSY 1500 ETH CRD PEP		90355-001
		TOP ASSY 1500 ETH CRD PEP		90356-001
		TOP ASSY CISCO FLASH CD 8MB		90357-002
		TOP ASSY CISCO FLASH CARD 12MB		90357-003
		TOP ASSY CISCO FLASH CARD 16MB		90357-004
		PKG ASSY WGSOHO MOD:WG2500-US		90365-001
		PKG ASSY WGSOHO MOD:WG2500-UK		90365-002
		PKG ASSY WGSOHO MOD:WG2500-EU		90365-003
		PKG ASSY WGSOHO MOD:WG2500-AU		90365-004
		PKG ASSY WGSOHO MOD:WG2500-JA		90365-005
		FRONT COVER ASSY SOBO		90366-001
		TOP ASSY SOBO		90368-001
		PKG ASSY SOHO/TC MOD:WG2510-US		90370-001
		PKG ASSY SOHO/TC MOD:WG2510-UK		90370-002
		PKG ASSY SOHO/TC MOD:WG2510-EU		90370-003
		PKG ASSY SOHO/TC MOD:WG2510-AU		90370-004
		PKG ASSY SOHO/TC MOD:WG2510-JA		90370-005
		TOP ASSY LITRONIC SSA		90375-001
		TOP ASSY LITRONIC SSA 150MHZ		90375-002
		TOP ASSY CISCO MINI PIX		90376-001
		TOP ASSY NEC SOHO IP DATE GWY		90377-001
		TOP ASSY NEC STAND ALONE DG		90378-001
		AMD SC520 EVALUATION BOARD		90379-001
		TOP ASSY NEC SOHO IP		90380-001
		TOP ASSY NEC SOHO IP ANNEX A&C		90380-002
		TOP ASSY WG2505 US 3.3		90382-005
		TOP ASSY WG2510 US 3.3		90382-010
		TOP ASSY WG2515 US 3.3		90382-015

		TOP ASSY WG2500 UK 3.3		90382-100
		TOP ASSY WG2505 UK 3.3		90382-105
		TOP ASSY WG2510 UK 3.3		90382-110
		TOP ASSY WG2515 UK 3.3		90382-115
		TOP ASSY WG2500 EU 3.3		90382-200
		TOP ASSY WG2505 EU 3.3		90382-205
		TOP ASSY WG2510 EU 3.3		90382-210
		TOP ASSY WG2515 EU 3.3		90382-215
		TOP ASSY WG2500 AU 3.3		90382-300
		TOP ASSY WG2505 AU 3.3		90382-305
		TOP ASSY WG2510 AU 3.3		90382-310
		TOP ASSY WG2515 AU 3.3		90382-315
		TOP ASSY WG2500 JP 3.3		90382-400
		TOP ASSY WG2505 JP 3.3		90382-405
		TOP ASSY WG2510 JP 3.3		90382-410
		TOP ASSY WG2515 JP 3.3		90382-415
		TOP ASSY DENSE-PAC DIMM BOARD		90384-001
		INFOSET TEST FIXTURE ASSY		90385-001
		TEST CABLE 3PIN TO DB9 INFOSET		90386-001
		TEST CABLE RJ TO 2 LD INFOSET		90387-001
		TOP ASSY AUTOMATIC INTUITION		90389-001
		SYSTEM ASSY AUTO INTUITION		90390-001
		TOP COVER ASSY AUTO INTUITION		90391-001
		LCD ASSY AUTO INTUITON		90392-001
		TOP ASSY NORTEL ADSL PCI MODEM		90397-001
		KEYPAD ASSY SMART SWITCH		90398-001

IDA TOOLING		QTY.
Markem print letters		1 KIT
Small vices		6
Shims		28
Lead Form Vice		2
Lead cutter w/ 4 attacments		1

VAM DEK Stencils		QTY.
10593 Rev. A		1
10601 Rev. A		1
10607 Rev. A		1
10638 Rev. A bottom		1
10638 Rev. A top		1
10639 Rev. A		1
10644 Rev. D		1
10649 bottom		1
10649 top		1
10661-00 Rev. A		1
17D0123-01 Rev. A		1
17D0156-03 Rev. E		1
17D0361-02 Rev. B		1
17D0525 Rev. B		1
17D0574-01 Rev. B		1
17D0643-02 Rev. A		1
17D0703-00 Rev. X1		1
17D0705 Rev. B		1
17D0706-01 Rev. A		1
17D0706-02 Rev. A		1
17D0706-02 Rev. A		1
17D0708-01 Rev. B bottom		1
17D0708-01 Rev. C bottom		1
17D0708-01 Rev. C top		1
17D0708-02 Rev. A bottom		1
17D0708-02 Rev. A top		1
17D0709-02 Rev. B		1
17D0712-01 Rev. B		1
17D0714-00 Rev. A bottom		1
17D0714-00 Rev. A top		1
D0700-001 Rev. 3 bottom		1
D0700-001 Rev. 3 top		1
D0701-001 Rev. 3 bottom		1

IDA Equipment		QTY.
Markem Offset Printers		3
All Available Test Software
Dremmel Tools		7

VAM Test		QTY.
Computers		3
Spare Comp. Prts		2
Misc. Test Hardware

Machinery and Equipment—Exhibit C

Test Fixture #	Qty.	Test Fixture #	Qty.	Test Fixture #	Qty.	Test Fixture #	Qty.
69A00300	3	69A05900	1	69A10500	2	69A15600	2
69A00700	3	69A06000	2	69A10700	1	69A15700	1
69A00800	3	69A06200	2	69A10900	1	69A15800	1
69A00900	3	69A06400	1	69A11000	1	69A15900	1
69A01000	1	69A06600	1	69A11100	4	69A16000	1
69A01100	5	69A06700	6	69A11300	1	69A16100	2
69A01200	3	68A06800	1	69A11400	1	69A16200	1
69A01500	2	69A06900	2	69A11500	1	69A16300	4
69A01600	4	69A07100	2	69A11600	1	69A16400	1
69A02100	2	69A07300	1	69A11700	1	69A16600	2
69A02400	1	69A07500	1	69A11900	3	69A16700	1
69A02600	4	69A07600	2	69A12000	1	69A16800	1
69A02700	6	69A07700	2	69A12400	1	69A17100	1
69A02900	3	69A07800	2	69A12500	1	69A17200	1
69A02904	3	69A07900	1	69A12600	1	69A17300	2
69A03000	2	69A08200	1	69A12700	1	69A17400	2
69A03100	2	69A08300	2	69A12800	2	69A17900	1
69A03200	2	69A08500	2	69A12900	2	69A18000	2
69A03300	3	69A08600	2	69A13100	1	69A18100	2
69A03400	1	69A08700	1	69A13400	1	69A18400	1
69A03600	2	69A08800	1	69A13600	2	69A18500	1
69A03800	2	69A09100	2	69A13700	2	32kx8 lcc eprom	1
69A03900	2	69A09200	1	69A13800	1	32 pin lcc flash	1
69A04000	1	69A09300	2	69A13900	1	32 pin lcc flash	1
69A04100	1	69A09400	1	69A13901	1	baxter lcc	1
69A04400	1	69A09500	1	69A14000	1	1 M. flash	1
69A04500	1	69A09600	1	69A14100	2	67A06900	1
69A04600	1	69A09700	2	69A14200	1	1M128kx832 pin	1
69A04800	1	69A09800	2	69A14300	1	mx29f1610a	1
69A04900	2	69A09900	1	69A14700	1	dpclmstd	1
69A05200	1	69A10000	2	69A15000	6	69A18600	1
69A05300	1	69A10100	1	69A15100	1	69A00600	3
69A05700	1	69A10300	1	69A15200	2
69A05800	2	69A10400	1	69A15400	1

IDA TEST BOARDS

Test Board #		Qty.		Note: Other misc. bare sockets in box
69A06000		1
69A12800		1
69A06100		1

IDA BURN IN BOARDS

Board # or Description	LABELED	QTY.
PSI Board Tester		1
68A08200	#'s 001 thru 018	18
68A02500	#'s 001 thru 006	6
Versa Pack/ Half	#'s 001 thru 005	5
Versa Stack	#'s 001 thru 007	7
Flat Pack SLCC	#'s 001 thru 004	4
ESL SLCC	#'s 001 thru 005	5
ESL Stack	# 001	1
36 pin DIPS	#'s 001 thru 009	9
TSOPS	#'s 001 thru 002	2
LCCT.I	#'s 001 thru 003	3
T.I. 66PGA 901224	#'s 001 thru 004	4
Flex Pack	#'s 001 thru 002	2
68A03000 DPS 512	#'s 001 thru 011	11

Inventory Status
IDA—Exhibit D

Creation Date Part Number	Description	Location	Lot #	On-Hand	Act. Cost	0-9 Months	9-12 Months	12-15 Months	15-18 Months	Over 18 Months
2/5/2004 11A456-36	DPS128X32BV3-20M	FGACT	68134	8	67.68	541.42	0.00	0.00	0.00	0.00
4/13/2004 11A470-05	DPS512S8PLL-85C	FGACT	68803	195	14.82	2,890.58	0.00	0.00	0.00	0.00
2/25/2003 11A552-01	DPS128M8CY-HGA HARRIS COR	SKACT	65031	49	13.78	0.00	0.00	675.18	0.00	0.00
5/6/2003 11A552-02	DPS128M8CHY-HGA HARRIS	SKACT	65812	5	30.75	0.00	0.00	153.75	0.00	0.00
4/1/2003 11A594-01	DPS128M8BY-HGA HARRIS	SKACT	65356	21	13.78	0.00	0.00	289.36	0.00	0.00
5/5/2003 11A594-11	DPS128M8BHY-HGA	SKACT	65787	16	50.10	0.00	0.00	801.53	0.00	0.00
5/3/2004 11A698-03	13222909-03 CDI	CSACT	68980	20	0.00	0.00	0.00	0.00	0.00	0.00
5/3/2004 11A698-03	13222909-03 CDI	CSACT	68981	105	0.00	0.00	0.00	0.00	0.00	0.00
3/3/2004 11A734-46	DPS128M8BIY-20B	SKACT	68391	30	26.89	806.65	0.00	0.00	0.00	0.00
6/5/2003 11A765-35	SUB ASSY,DPS512M8MKIY-25M	SKACT	66127	36	44.27	0.00	1,593.77	0.00	0.00	0.00
4/27/2004 11A899-14	SUB ASSY,DP5Z1MM16PJY-12I	SKACT	68921	80	34.00	2,720.00	0.00	0.00	0.00	0.00
3/11/2004 11B097-01	SUB ASSY,13228494-01 LSB	SKACT	68486	53	71.60	3,794.56	0.00	0.00	0.00	0.00
7/30/2003 11B375-14	DP5Z1MW32PV3-12I	FGACT	66578	3	103.03	0.00	309.08	0.00	0.00	0.00
1/2/2004 11B393-14	SUB ASSY,DPZ128X16CY-15I	SKACT	67846	330	17.19	5,672.21	0.00	0.00	0.00	0.00
1/9/2004 11B393-14	SUB ASSY,DPZ128X16CY-15I	SKACT	67901	579	16.88	9,775.55	0.00	0.00	0.00	0.00
3/19/2004 11B393-45	SUB ASSY,DPZ128X16CY-12B	SKACT	68571	1647	18.43	30,360.30	0.00	0.00	0.00	0.00
12/23/2003 11B421-14	SUB ASSY,DPZ128X16CHY-15I	SKACT	67843	64	32.58	2,085.34	0.00	0.00	0.00	0.00
4/24/2003 11B421-41	SUB ASSY,DPZ128X16CHY-25B	SKACT	65678	17	45.02	0.00	0.00	765.33	0.00	0.00
2/4/2004 11B422-14	DPZ256X16CH3-15I	FGACT	68126	17	49.70	844.94	0.00	0.00	0.00	0.00
7/25/2003 11B443-03	SUB ASSY,DPS2MX8MY5-55C	SKACT	66535	2	20.14	0.00	40.27	0.00	0.00	0.00
7/17/2003 11B508-34	SUB ASSY,DP5Z1MM8NKH3-12M	SKACT	66439	4	99.12	0.00	396.48	0.00	0.00	0.00
3/1/2004 11B516-32	DPS128M8CIY-45M	SKACT	68366	21	39.66	832.86	0.00	0.00	0.00	0.00
4/20/2004 11B517-14	DP5Z2MW32PV3-12I	FGACT	68846	1	221.59	221.59	0.00	0.00	0.00	0.00
11/21/2003 11B522-46	SUB ASSY,DPS128M8DY-20B	SKACT	67567	3	12.84	38.51	0.00	0.00	0.00	0.00
12/3/2002 11B524-06	DPS128X16BA3-20C-M	FGACT	63985	2	43.68	0.00	0.00	0.00	87.36	0.00
12/10/2002 11B524-06	DPS128X16BA3-20C-M	FGACT	64063	3	210.34	0.00	0.00	0.00	631.03	0.00
4/9/2003 11B535-15	SUB ASSY,DPS512M8MKY-25I	SKACT	65450	22	21.35	0.00	0.00	469.74	0.00	0.00
4/10/2003 11B535-15	SUB ASSY,DPS512M8MKY-25I	SKACT	65474	67	24.86	0.00	0.00	1,665.43	0.00	0.00
4/27/2004 11B535-46	SUB ASSY,DPS512M8MKY-20B	SKACT	68917	502	22.95	11,519.90	0.00	0.00	0.00	0.00
4/27/2004 11B535-46	SUB ASSY,DPS512M8MKY-20B	SKACT	68918	772	22.95	17,715.86	0.00	0.00	0.00	0.00
4/27/2004 11B535-46	SUB ASSY,DPS512M8MKY-20B	SKACT	68922	155	23.39	3,625.82	0.00	0.00	0.00	0.00
11/25/2003 11B538-34	SUB ASSY,DP5Z1MM16PY 120ns	SKACT	67617	24	34.05	817.26	0.00	0.00	0.00	0.00
11/18/2002 11B538-44	SUB ASSY,DP5Z1MM16PY 120ns	SKACT	63801	1	36.32	0.00	0.00	0.00	36.32	0.00
6/17/2002 11B541-46	SUB ASSY,DPS128M8DHY 20ns	SKACT	61367	2	52.19	0.00	0.00	0.00	0.00	104.38
6/9/2003 14A104-00	SUBSTRATE ASSY, VERSAPAC	SKACT	66153	45	48.03	0.00	2,161.19	0.00	0.00	0.00
4/14/2004 14A134-00	SUB ASSY, HALF V-PAC	SKACT	68814	31	39.04	1,210.27	0.00	0.00	0.00	0.00
9/23/2003 14A142-00	SUB ASSY, DENSE-STACK	SKACT	67044	343	13.21	4,530.58	0.00	0.00	0.00	0.00

Creation Date Part Number	Description	Location	Lot #	On-Hand	Act. Cost	0-9 Months		9-12 Months		12-15 Months		15-18 Months		Over 18 Months
4/9/2002 14A143-00	SUBST ASSY,VERSA-STACK	SKACT	60277	519	14.52		0.00		0.00		0.00		0.00		7,533.75
8/18/2003 14A145-00	SUB ASSY, V-STACK INSERT	SKACT	66743	180	15.01		2,701.84		0.00		0.00		0.00		0.00
12/11/2003 14A145-00	SUB ASSY, V-STACK INSERT	SKACT	67753	500	15.01		7,503.90		0.00		0.00		0.00		0.00
7/23/2003 14A201-00	SBSTRT ASSY,V-STACK VER 2	SKACT	66517	2	33.33		0.00		66.66		0.00		0.00		0.00
2/18/2004 14A201-00	SBSTRT ASSY,V-STACK VER 2	SKACT	68238	150	33.36		5,003.63		0.00		0.00		0.00		0.00
2/5/2002 14A203-00	SUBSTRT ASSY,DPS1MS8MP	SKACT	59387	17	22.20		0.00		0.00		0.00		0.00		377.34
10/11/2001 14A220-00	SUBST ASSY,DPS512C32MKV3	SKACT	57969	14	34.02		0.00		0.00		0.00		0.00		476.31
9/15/2003 14A220-00	SUBST ASSY,DPS512C32MKV3	SKACT	66966	250	34.02		8,504.18		0.00		0.00		0.00		0.00
10/11/2001 14A222-00	SUBST ASSY,DPS512X8MKN3	SKACT	57970	338	20.00		0.00		0.00		0.00		0.00		6,760.00
12/22/2003 14A228-00	SUBST ASSY,DPE512S8NKT	SKACT	67833	219	28.02		6,136.31		0.00		0.00		0.00		0.00
2/17/2004 14A351-00	SUBST ASSY,DP5Z256S32AW	SKACT	68226	12	7.73		92.76		0.00		0.00		0.00		0.00
4/22/2004 42A084-00	DIE,128KX8 SRAM,CYPRESS	SKACT	68863	1899	2.22		4,215.78		0.00		0.00		0.00		0.00
2/24/2004 42A085-00	DIE,512KX8 SRAM,CYP SHRNK	SKACT	68298	85	8.49		721.65		0.00		0.00		0.00		0.00
9/11/2003 43A008-00	CAP, CDR04 .1ufd .001%FR	SKACT	66932	760	0.25		191.90		0.00		0.00		0.00		0.00
2/9/2004 43A013-00	CAP, CDR33 .1uf .001%FR	SKACT	68153	1000	0.25		252.20		0.00		0.00		0.00		0.00
3/6/2002 43A050-00	CHIP RES,ZERO OHM,0805	SKACT	59772	2000	0.01		0.00		0.00		0.00		0.00		10.00
1/21/2003 43A052-00	CHIP RESISTOR, OOHM 0603	SKACT	64468	500	0.02		0.00		0.00		0.00		10.00		0.00
5/7/2003 43A114-00	CAP,33uF TANTALUM 10V	SKACT	65831	1500	0.19		0.00		0.00		285.00		0.00		0.00
1/2/2003 43A141-00	RES CHIP,10K OHM,0603	SKACT	64210	200	0.01		0.00		0.00		0.00		1.18		0.00
4/24/2004 44A050-00	HEADER,SMT 2mm 1X2 LO PRO	SKACT	68898	296	0.08		24.86		0.00		0.00		0.00		0.00
4/26/2004 44A050-00	HEADER,SMT 2mm 1X2 LO PRO	SKACT	68902	3000	0.08		252.00		0.00		0.00		0.00		0.00
1/28/2004 44A051-00	SHUNT,2mm GOLD	SKACT	68050	432	0.08		34.56		0.00		0.00		0.00		0.00
10/21/2003 45A010-49	LCC, 54ACT138 'ACT' "B"	SKACT	67312	11	9.87		108.54		0.00		0.00		0.00		0.00
7/3/2003 45A100-44	LCC, AT28HC256-12LM/883	SKACT	66334	23	24.71		0.00		568.39		0.00		0.00		0.00
11/7/2002 45A110-09	1of8 Decoder/Demultiplexer	SKACT	63646	1587	0.14		0.00		0.00		0.00		0.00		224.72
11/25/2002 45A233-06	SOIC, KM681000 55ns "LL"	SKACT	63926	28	0.96		0.00		0.00		0.00		26.86		0.00
10/10/2003 45A338-43	LCC,AT28C010E-15EM/883	SKACT	67203	5	135.02		675.10		0.00		0.00		0.00		0.00
4/20/2004 45A540-03	PLCC,AMD29F002BB-70JC	SKACT	68843	7	4.75		33.25		0.00		0.00		0.00		0.00
4/26/2004 45A540-04	PLCC,256Kx8 FLASH,55ns AMD	SKACT	68900	120	2.05		246.00		0.00		0.00		0.00		0.00
1/9/2004 45A553-00	SOIC,74HCT00,NAND GATE	SKACT	67900	76	0.10		7.22		0.00		0.00		0.00		0.00
9/2/2003 46A038-00	LID,HRC-2489,SEMI ALLOYS	SKACT	66870	895	0.84		752.61		0.00		0.00		0.00		0.00
3/18/2004 46A038-00	LID,HRC-2489,SEMI ALLOYS	SKACT	68560	1500	2.18		3,274.95		0.00		0.00		0.00		0.00
8/5/2003 46A047-00	SLCC, DUAL 1M FLASH	SKACT	66624	37	4.97		0.00		183.96		0.00		0.00		0.00
9/2/2003 46A047-00	SLCC, DUAL 1M FLASH	SKACT	66869	1151	4.60		5,297.02		0.00		0.00		0.00		0.00
2/19/2004 46A065-00	LID,DPS512M8MY SAMSUNG	SKACT	68249	545	1.59		866.17		0.00		0.00		0.00		0.00
8/5/2003 46A110-00	SLCC PKG,DPS128M8DY CYPRS	SKACT	66625	53	6.15		0.00		326.09		0.00		0.00		0.00
4/5/2004 46A110-00	SLCC PKG,DPS128M8DY CYPRS	SKACT	68718	1900	6.15		11,691.84		0.00		0.00		0.00		0.00
	Total:					$	158,592.47	$	5,645.89	$	5,105.32	$	792.75	$	15,486.50
	Grand Total:					$	185,622.93

Exhibit H

Quality conditions and auditing to be performed by DPAC, of Twilight, for orders that are received by DPAC, but manufactured or processed by Twilight. And, auditing of RMA's that Twilight processes, where the returned product originally shipped on an order that was received by DPAC.

DPAC's quality auditing and verification will consist of:

Audit ESD control records and processes for compliance to JESD625.

Audit handling and packaging practices of moisture sensitive items for compliance to J-STD-033.

Audit records and processes to verify solder-ability, per JESD22-B102, of Final Products with a shelf life greater than two years.

Review receiving inspections processes and records, to determine if the necessary evaluations were performed to determine compliance of incoming material, to DPAC's routers, drawings, approved vendors and specifications.

Audit kits of material and / or subassemblies to determine if the items within the kit are compliant to DPAC's approved vendor lists.

Audit manufacturing, inspection and test processes to determine compliance to DPAC's routers, drawings, approved vendor lists and specifications.

Review final product for compliance to DPAC's routers, drawings, approved vendors and specifications.

Review records and material to verify compliance to DPAC's Q.C.I. testing program. This program is outline in DPAC documents 36A009-00 and 35A010-00. All test methods specified are defined in MIL-STD-883 and MIL-PRF-38535.

Audit equipment calibration per ANSI/NCSL Z540-1 or equivalent.

Conditions:

DPAC shall be granted reasonable access to material, records, Twilight's facilities and Twilight's subcontractors relating solely to the Products and subject to Buyer's access to subcontractor's records.

Material and assemblies found to be nonconforming, by DPAC, to DPAC's routers, drawings, specification and approved vendors shall not be used.

The specifications identified within this Appendix must be met before manufacturing or processing can begin.

Modifications, alterations or substitutions to material or processes, that affect form, fit, function or reliability, per JESD46, shall not be permitted unless authorized by DPAC.

Product traceability is per MIL-PRF-38535, Appendix A, Paragraph A.4.8.1.2.8

Record to be maintained shall be per MIL-PRF-38535, Appendix A, Paragraph A.4.8.1.2, Sections A through I.

Twilight must adhere to DPAC's Q.C.I. testing program as outline in DPAC documents 36A009-00 and 35A010-00. All test methods specified are defined in MIL-STD-883 and MIL-PRF-38535.

When not otherwise defined on DPAC's drawings, routers or specifications, workmanship shall be per IPC-A-610, Class 2 and MIL-STD-883, Method 2009.9. Workmanship of printed circuit boards shall be per IPC-A-600, Class 2.

In connection with Twilight's manufacturing of Products pursuant to paragraph 6.2 herein, DPAC may, at its option and at its own cost, perform audit(s) to confirm the qualification of Twilight as a manufacturer of said products. Twilight will contact DPAC, in advance of initializing processing product for the first time, and setup a time to conduct the initial qualification audit. DPAC retains the right to inspect all Finished Business Products prior to shipping. Twilight shall provide notification to DPAC not less than two full business days prior to the scheduled shipment date, so as to provide an opportunity for inspection by DPAC. If upon receipt of such notice DPAC desires to inspect the finished product, they shall notify Twilight of such intent and perform such inspection within the two full business day period before the scheduled shipment. If DPAC fails to so notify Twilight, the right to inspect that shipment lapses, but shall not affect the right of DPAC to inspect any future shipments, nor shall any inspection (or any failure to inspect) relieve Twilight of its duty to comply with all DPAC's routers, drawings, use of approved vendors, specification and elements within this appendix.

EXHIBIT F
NON-EXCLUSIVE LICENSE AGREEMENT

For valuable consideration, receipt of which is hereby acknowledged, Twilight Technology, Inc. ("Twilight") hereby grants to DPAC Technologies Corp. ("DPAC") an irrevocable until April 20, 2007, royalty-free, non-exclusive license to United States Patent No. 4,956,694 and all other intellectual property sold, transferred, conveyed or otherwise assigned, pursuant to that certain Asset Purchase Agreement dated May 1, 2004 by and between Twilight and DPAC (the "Asset Purchase Agreement"). Pursuant to this license, DPAC has the right to sublicense said patent and intellectual property to any entity(s) controlled by DPAC.

Notwithstanding the foregoing, neither DPAC nor any other licensee or sublicensee hereunder shall manufacture, make or have made any product covered by said patent or otherwise exploit said patent unless either (1) it first obtains the written consent of Twilight, which shall not be unreasonably withheld, or (2) it first gives Twilight written notice of an alleged breach of that certain Asset Purchase Agreement dated May 6, 2004 between DPAC and Twilight, and said alleged breach is not cured to its reasonable satisfaction within ten (10) business days following the date of such written notice.

Dated:

Twilight Technology, Inc.				DPAC Technologies Corp.

By:				By:
Its:				Its:

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ASSET PURCHASE AGREEMENT
ASSIGNMENT
EX-10.13 7 a2137385zex-10_13.htm EXHIBIT 10.13
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Exhibit 10.13

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this "Agreement") is dated as of May 5, 2004, among DPAC Technologies Corp., a California corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers"); and

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act (as defined below), and Rule 506 promulgated thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company in the aggregate, up to $2,000,000 of shares of Common Stock and Warrants on the Closing Date.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agrees as follows:

ARTICLE I.
DEFINITIONS

1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings indicated in this Section 1.1:

"Action" shall have the meaning ascribed to such term in Section 3.1(j).

"Affiliate" means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 144. With respect to a Purchaser, any investment fund or managed account that is managed on a discretionary basis by the same investment manager as such Purchaser will be deemed to be an Affiliate of such Purchaser.

"Closing" means the closing of the purchase and sale of the Common Stock and the Warrants pursuant to Section 2.1.

"Closing Date" means the Trading Day when all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers' obligations to pay the Subscription Amount and (ii) the Company's obligations to deliver the Securities have been satisfied or waived.

"Closing Price" means on any particular date the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the primary Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg Financial L.P. (based on a Trading Day from 9:30 a.m. ET to 4:02 p.m. Eastern Time) using the VAP function; (b) if the Common Stock is not then listed or quoted on a Trading Market and if prices for the Common Stock are then reported in the "Pink Sheets" published by the Pink Sheets LLC (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported; or (c) in all other cases, the fair market value of a share of Common Stock as determined by a nationally recognized-independent appraiser selected in good faith by Purchasers holding a majority of the Shares then outstanding.

"Commission" means the Securities and Exchange Commission.

"Common Stock" means the common stock of the Company, no par value per share, and any securities into which such common stock may hereafter be reclassified.

"Common Stock Equivalents" means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

"Company Counsel" means Yocca Patch & Yocca, LLP, with offices located at 19900 MacArthur Boulevard, Suite 650, Irvine, CA 92612.

"Disclosure Schedules" means the Disclosure Schedules of the Company delivered to the Purchasers concurrently herewith.

"Effective Date" means the date that the Registration Statement is first declared effective by the Commission.

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

"Exempt Issuance" means the issuance of (a) shares of Common Stock or options to employees, officers, directors, advisors and consultants (provided the aggregate number of shares issuable to advisors and consultants shall not exceed 200,000 in any 12 month period, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement) of the Company pursuant to any stock or option plan or agreement duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities upon the exercise of or conversion of any securities issued hereunder, convertible securities, options or warrants issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities, (c) securities issued in acquisitions or strategic transactions, provided any such issuance shall only be to a Person which is, itself or through its subsidiaries, a company in a business synergistic with the business of the Company and in which the Company receives benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, (d) securities issued in a stock dividend or similar transaction, and (e) securities issued for cash in a firm commitment underwritten registered public offering.

"FW" means Feldman Weinstein LLP with offices located at 420 Lexington Avenue, Suite 2620, New York, New York 10170-0002.

"Intellectual Property Rights" shall have the meaning ascribed to such term in Section 3.1(o).

"Liens" means a lien, charge, security interest, encumbrance, right of first refusal, preemptive right, or any similar restriction (excluding restrictions on securities pursuant to federal and state securities laws).

"Material Adverse Effect" shall have the meaning ascribed to such term in Section 3.1(b).

"Material Permits" shall have the meaning ascribed to such term in Section 3.1(m).

"Per Share Purchase Price" equals $0.805, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

"Person" means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

"Proceeding" means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition).

"Registration Rights Agreement" means the Registration Rights Agreement, dated as of the date of this Agreement, among the Company and each Purchaser, in the form of Exhibit A hereto.

"Registration Statement" means a registration statement meeting the requirements set forth in the Registration Rights Agreement and covering the resale by the Purchasers of the Shares and the Warrant Shares.

"Required Approvals" shall have the meaning ascribed to such term in Section 3.1(e).

"Rule 144" means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

"SEC Reports" shall have the meaning ascribed to such term in Section 3.1(h).

"Securities" means the Shares, the Warrants and the Warrant Shares.

"Securities Act" means the Securities Act of 1933, as amended.

"Shares" means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.

"Subscription Amount" means, as to each Purchaser, the amounts set forth below such Purchaser's signature block on the signature page hereto, in United States dollars and in immediately available funds.

"Subsidiary" shall mean the subsidiaries of the Company, if any, set forth on Schedule 3.1(a).

"Trading Day" means a day on which the Common Stock is traded on a Trading Market.

"Trading Market" means the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the Nasdaq SmallCap Market, the American Stock Exchange, the New York Stock Exchange or the Nasdaq National Market.

"Transaction Documents" means this Agreement, the Warrants and the Registration Rights Agreement and any other documents or agreements executed in connection with the transactions contemplated hereunder.

"Warrants" means the Series A and Series B Common Stock Purchase Warrants as described in Sections 2.2(a)(iii)—(iv).

"Warrant Shares" means the shares of Common Stock issuable upon exercise of the Warrants.

ARTICLE II.
PURCHASE AND SALE

2.1 Closing. On the Closing Date, each Purchaser shall purchase from the Company, severally and not jointly with the other Purchasers, and the Company shall issue and sell to each Purchaser, (a) a number of Shares equal to such Purchaser's Subscription Amount divided by the Per Share Purchase Price and (b) the Warrants as determined pursuant to Sections 2.2(a)(iii)—(iv). The aggregate Subscription Amounts for Shares sold hereunder shall be up to $2,000,000. Upon satisfaction of the

conditions set forth in Section 2.2, the Closing shall occur at the offices of FW or such other location as the parties shall mutually agree.

2.2 Deliveries.

(a) On the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:

(i) this Agreement duly executed by the Company;

(ii) a copy of the irrevocable instructions to the Company's transfer agent instructing the transfer agent to deliver, on an expedited basis, a certificate evidencing a number of Shares equal to such Purchaser's Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser;

(iii) a copy of a Warrant, registered in the name of such Purchaser, exercisable immediately upon issuance for a term of 5 years from the Initial Exercise Date (as defined in the respective Warrants), pursuant to which such Purchaser shall have the right to acquire up to the number of shares of Common Stock equal to 50% of the Shares to be issued to such Purchaser ("Series A Warrant Shares") at an exercise price of $1.235, which Warrant shall otherwise in the form of Exhibit C attached hereto (the "Series A Warrant"); provided, however, in the event the aggregate number of shares of Common Stock issuable hereunder and pursuant to the Warrants would exceed, on a fully exercised basis, 4,249,380 shares (19.999% of the Corporation's outstanding Common Stock immediately prior to the date hereof) ("Nasdaq Maximum" and the number of shares that exceed the Nasdaq Maximum, the "Excess Amount"), the Company shall issue two certificates representing Series A Warrants to such Purchaser as follows: (A) a Series A Warrant to purchase a number of shares equal to the Series A Warrant Share Amount less such Purchaser's pro-rata portion (based on the Subscription Amount of such Purchaser and the aggregate Subscription Amounts hereunder) of the Excess Amount, with the Initial Exercise Date being the Closing Date and otherwise with the terms set forth above and (B) a Series A Warrant to purchase a number of Shares equal to such Purchaser's pro-rata portion (based on the Subscription Amount of such Purchaser and the aggregate Subscription Amounts hereunder) of the Excess Amount, otherwise with the terms set forth above except that the Series A Warrants with an Initial Exercise Date being 6 months and 1 day following the Closing and shall have a minimum adjusted Exercise Price pursuant to Section 11(b) therein of not less than $1.10, such minimum price subject to adjustment only for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

(iv) a copy of a Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to purchase up to such Purchaser's pro rata share (based on the number of shares purchased hereunder) of $1,000,000 divided by the Series B Exercise Price and which shall be exercisable immediately upon issuance until the 320^th day after the Effective Date, at an exercise price equal to $0.967 (the "Series B Exercise Price"), which Warrant shall otherwise in the form of Exhibit D attached hereto (the "Series B Warrant");

(v) the Registration Rights Agreement duly executed by the Company; and

(vi) a legal opinion of Company Counsel, in the form of Exhibit B attached hereto.

(b) On the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:

(i) this Agreement duly executed by such Purchaser;

(ii) such Purchaser's Subscription Amount by wire transfer to the account as specified in writing by the Company; and

(iii) the Registration Rights Agreement duly executed by such Purchaser.

2.3 Closing Conditions.

(a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

(i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Purchasers contained herein;

(ii) all obligations, covenants and agreements of the Purchasers required to be performed at or prior to the Closing Date shall have been performed; and

(iii) the delivery by the Purchasers of the items set forth in Section 2.2(b) of this Agreement.

(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:

(i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained herein;

(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;

(iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;

(iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and

(v) From the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the

reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing.

ARTICLE III.
REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Company. Except as set forth under the corresponding section of the Disclosure Schedules which Disclosure Schedules shall be deemed a part hereof, the Company hereby makes the representations and warranties set forth below to each Purchaser:

(a) Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, then references in the Transaction Documents to the Subsidiaries will be disregarded.

(b) Organization and Qualification. Each of the Company and the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization (as applicable), with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation or default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or financial condition of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company's ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a "Material Adverse Effect") and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

(c) Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company in connection therewith other than in connection with the Required Approvals. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

(d) No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company, the issuance and sale of the Shares and the consummation by the Company of the other transactions contemplated thereby do not and will not (i) conflict with or violate any provision of the Company's or any Subsidiary's certificate or articles of incorporation, bylaws or

other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected, or (iv) conflict with or violate the terms of any agreement by which the Company or any Subsidiary is bound or to which any property or asset of the Company or any Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.

(e) Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than (i) filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Registration Statement, (iii) application(s) to each applicable Trading Market for the listing of the Shares and Warrant Shares for trading thereon in the time and manner required thereby or as otherwise permitted by the Trading Market, (iv) the filing of Form D with the Commission and such filings as are required to be made under applicable state securities laws, (v) the anticipated filing of the Transaction Documents as exhibits to the Company's SEC Reports, (vi) public dissemination of the material terms of the Transaction Documents, and (vii) other filings incidental to maintaining the registration of the Company's securities under the Exchange Act (collectively, the "Required Approvals").

(f) Issuance of the Securities. The Shares and Warrants are duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Warrant Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the Warrants.

(g) Capitalization. The capitalization of the Company is as described in the Company's most recent periodic report filed with the Commission. The Company has not issued any capital stock since such filing other than pursuant to the exercise of employee stock options under the Company's stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company's employee stock purchase plan and pursuant to the conversion or exercise of outstanding Common Stock Equivalents outstanding. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. The issue and

sale of the Securities does not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers and Seidler Companies) and does not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities. All of the outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors of the Company or others is required for the issuance and sale of the Shares. Except as disclosed in the SEC Reports, there are no material stockholders agreements, voting agreements or other similar agreements with respect to the Company's capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company's stockholders.

(h) SEC Reports; Financial Statements. The Company has filed all reports required to be filed by it under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the exhibits thereto, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder. The SEC Reports, read together, do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

(i) Material Changes. Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in the SEC Reports or the Company's fiscal year 2004 earnings news release or other new releases released between the date of such earnings news release and the Trading Day prior to the date of this Agreement, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company's financial statements pursuant to GAAP or required to be disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information.

(j) Litigation. There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an "Action") which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof acting in such capacity, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

(k) Labor Relations. No material labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company which could reasonably be expected to result in a Material Adverse Effect.

(l) Compliance. Neither the Company nor any Subsidiary (i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any order of any court, arbitrator or governmental body, or (iii) is or has been in violation of any statute, rule or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws applicable to its business except in each case as could not reasonably be expected to have a Material Adverse Effect.

(m) Regulatory Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect ("Material Permits"), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any Material Permit.

(n) Title to Assets. The Company and the Subsidiaries do not own real property and have good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance.

(o) Patents and Trademarks. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, licenses and other similar rights necessary or material for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could reasonably be expected to have a Material Adverse Effect (collectively, the "Intellectual Property

Rights"). Except for matters since resolved by mutual agreement, during the past 12 months, neither the Company nor any Subsidiary has received a written notice that the Intellectual Property Rights used by the Company or any Subsidiary violates or infringes upon the rights of any Person. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights.

(p) Insurance. The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged.

(q) Transactions With Affiliates and Employees. Except as set forth in the SEC Reports, none of the officers or directors of the Company and, to the knowledge of the Company, none of the employees of the Company is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each case in excess of $60,000 in any fiscal year other than (i) for payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) for other employee benefits or director fees, including stock option agreements under any stock option plan of the Company.

(r) Sarbanes-Oxley; Internal Accounting Controls. The Company is in material compliance with all provisions of the Sarbanes-Oxley Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of the date prior to the filing date of the most recently filed periodic report under the Exchange Act (such date, the "Evaluation Date"). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors that could reasonably be expected to significantly affect the Company's internal controls.

(s) Certain Fees. No brokerage or finder's fees or commissions are or will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by this Agreement. The Purchasers shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by this Agreement.

(t) Private Placement. Assuming the accuracy of the Purchasers representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities as contemplated hereunder does not contravene the rules and regulations of the Trading Market.

(u) Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Shares, will not be or become, an "investment company" within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not become subject to the Investment Company Act.

(v) Registration Rights. No Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company.

(w) Listing and Maintenance Requirements. The Company's Common Stock is registered pursuant to Section 12(g) of the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration. The Company has not, in the 12 months preceding the date hereof, received notice from any Trading Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such Trading Market. The Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.

(x) Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company's Certificate of Incorporation (or similar charter documents) or the laws of California that is or would become applicable to the Purchasers solely as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights as contemplated under the Transaction Documents, including without limitation as a result of the Company's issuance of the Securities and the Purchasers' ownership of the Securities.

(y) Disclosure. The Company confirms that, neither the Company nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that constitutes material, non-public information. The Company understands and confirms that the Purchasers will rely on the foregoing representations and covenants in effecting transactions in securities of the Company after the public announcement of the transactions contemplated hereby. All disclosure provided to the Purchasers regarding the Company, its business and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement and the SEC Reports, furnished by or on behalf of the Company with respect to the representations and warranties made herein, read as a whole with more current information superseding older information, are true and correct with respect to such representations and warranties and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.

(z) No Integrated Offering. Assuming the accuracy of the Purchasers' representations and warranties set forth in Section 3.2, neither the Company, nor any of its affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the

Securities to be integrated with prior offerings by the Company for purposes of the Securities Act or any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated.

(aa) Solvency. Based on the financial condition of the Company as of the Closing Date after giving effect to the receipt by the Company of the proceeds from the sale of the Securities hereunder, (i) the Company's fair saleable value of its assets exceeds the amount that will be required to be paid on or in respect of the Company's existing debts and other liabilities (including known contingent liabilities) as they mature; (ii) the Company's assets do not constitute unreasonably small capital to carry on its business for the current fiscal year as now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements of the business conducted by the Company, and projected capital requirements and capital availability thereof; and (iii) the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its debt when such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt).

(bb) Form S-3 Eligibility. Assuming the accuracy of the Purchasers' representations and warranties set forth in Section 3.2, the Company is eligible to register the resale of its Common Stock by the Purchasers under Form S-3 promulgated under the Securities Act and the Company hereby covenants and agrees to use its best efforts to maintain its eligibility to use Form S-3 until the Registration Statement covering the resale of the Shares shall have been filed with, and declared effective by, the Commission.

(cc) Taxes. Except for matters that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Company and each Subsidiary has, during the five fiscal years immediately preceding the date hereof, filed all necessary federal, state and foreign income and franchise tax returns and has paid or accrued all taxes shown as due thereon, and the Company has no knowledge of a tax deficiency which has been asserted or threatened against the Company or any Subsidiary.

(dd) General Solicitation. Neither the Company nor any person acting on behalf of the Company has offered any of the Shares by any form of general solicitation or general advertising. The Company has offered the Shares for sale only to the Purchasers and certain other "accredited investors" within the meaning of Rule 501 under the Securities Act.

(ee) Foreign Corrupt Practices. During the five fiscal years immediately preceding the date hereof, neither the Company, nor to the knowledge of the Company, any agent or other person acting on behalf of the Company, has (i) directly or indirectly, used any corrupt funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company (or made by any person acting on its behalf of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended.

(ff) Accountants. The Company's accountants are set forth on Schedule 3.1(ff) of the Disclosure Schedule. To the Company's knowledge, such accountants, who the Company expects will express their opinion with respect to the financial statements to be included in the Company's Annual Report on Form 10-K for the year ended February 29, 2004, are independent accountants as required by the Securities Act.

(gg) Acknowledgment Regarding Purchasers' Purchase of Shares. The Company acknowledges and agrees that each of the Purchasers is acting solely in the capacity of an arm's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any advice given by any Purchaser or any of their respective representatives or agents in connection with this Agreement and the transactions contemplated hereby is merely incidental to the Purchasers' purchase of the Shares. The Company further represents to each Purchaser that the Company's decision to enter into this Agreement has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.

3.2 Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the date hereof and as of the Closing Date to the Company as follows:

(a) Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(b) Investment Intent. Such Purchaser is acquiring the Securities as principal for its own account for investment purposes only and not with a view to or for distributing or reselling such Securities or any part thereof, without prejudice, however, to such Purchaser's right at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable federal and state securities laws. Subject to the immediately preceding sentence, nothing contained herein shall be deemed a representation or warranty by such Purchaser to hold the Securities for any period of time. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

(c) Purchaser Status. At the time such Purchaser was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants, it will be either: (i) an "accredited investor" as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a "qualified institutional buyer" as defined in Rule 144A(a) under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act and is not an Affiliate of the Company.

(d) Experience of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

(e) General Solicitation. Such Purchaser is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

(f) Short Sales. Such Purchaser has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, engaged in any Short Sales in the securities of the Company (including, without limitations, any Short Sales involving the Company's securities) since the time that such Purchaser was first contacted regarding an investment in the Company. For purposes of this Section, "Short Sales" include, without limitation, all "short sales" as defined in Rule 3b-3 of the Exchange Act. Such Purchaser covenants that neither it nor any affiliates acting on its behalf or pursuant to any understanding with it will engage in any Short Sales prior to the time that the transactions contemplated by this Agreement are publicly announced as described in Section 4.4.

(g) Disclosure Schedules. Each Purchaser acknowledges and agrees that the Company does not make and has not made, and Purchaser is not relying on, any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.1 hereof. Each Purchaser further acknowledges that it has received the SEC Reports and the Disclosure Schedule and has had full and adequate opportunity to request additional information from and to ask questions of the Company.

The Company acknowledges and agrees that each Purchaser does not make or has not made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in this Section 3.2.

ARTICLE IV.
OTHER AGREEMENTS OF THE PARTIES

4.1 Transfer Restrictions.

(a) The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or Rule 144, to the Company or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion and shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement.

(b) The Purchasers agree to the imprinting, so long and from time to time as is required by this Section 4.1(b), of a legend on any of the Securities in the following form:

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY

STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES (IF AND WHEN MARGINABLE) MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT.

The Company acknowledges and agrees that a Purchaser may from time to time, if and so long as the Securities are deemed marginable by the U.S. Federal Reserve System, pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an "accredited investor" as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and the Registration Rights Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice under this Agreement shall be required on account of such pledge. At the appropriate Purchaser's expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including, if the Securities are subject to registration pursuant to the Registration Rights Agreement, the preparation and filing of any required prospectus supplement under Rule 424(b)(3) under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders thereunder.

(c) Certificates evidencing the Shares and Warrant Shares shall not contain any legend (including the legend set forth in Section 4.1(b)), (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Securities Act, or (ii) following any sale of such Shares or Warrant Shares pursuant to Rule 144, or (iii) if such Shares or Warrant Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the Staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Company's transfer agent promptly after the Effective Date if required by the Company's transfer agent to effect the removal of the legend hereunder. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Warrant Shares, such Warrant Shares shall be issued free of all legends. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section 4.1(c), it will, no later than three Trading Days following the delivery by a Purchaser to the Company or the Company's transfer agent of a certificate representing Shares or Warrant Shares, as the case may be, issued with a restrictive legend (such date, the "Legend Removal Date"), deliver or cause to be delivered to such Purchaser a certificate representing such Securities that is free from all restrictive and other legends. Except for notifying the transfer agent promptly whenever the Registration Statement is not effective or stale, the Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section.

(d) In addition to such Purchaser's other available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Shares or Warrant Shares (based on the Closing Price of the Common Stock on the date such Securities are submitted to the Company's transfer agent) subject to Section 4.1(c), $10 per Trading Day (increasing to $20 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Legend Removal Date until such certificate is delivered. Nothing herein shall limit such Purchaser's right to pursue actual damages for the Company's failure to deliver certificates representing any Securities as required by the Transaction Documents, and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.

(e) Each Purchaser, severally and not jointly with the other Purchasers, agrees that the removal of the restrictive legend from certificates representing Securities as set forth in this Section 4.1 is predicated upon the Purchaser's representation, and the Company's reliance, that the Purchaser will sell any Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an applicable exemption therefrom. The Purchasers understand that the Company is relying on exemptions under Section 4(2) of the Securities Act, and that a Purchaser's private transfer of Warrants must also satisfy such requirements.

(f) Until the date that each Purchaser holds less than 20% of the Shares initially purchased hereunder by such Purchaser, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the Shares, except in the case of any reverse stock split undertaken by the Company in order to help the Common Stock comply with the minimum sale price requirements of the Company's principal Trading Market.

4.2 Furnishing of Information. As long as any Purchaser owns Securities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act. As long as any Purchaser owns Securities, if the Company is not required to file reports pursuant to the Exchange Act, it will prepare and furnish to the Purchasers and make publicly available in accordance with Rule 144(c) such information as is required for the Purchasers to sell the Securities under Rule 144. The Company further covenants that it will take such further action as any holder of Securities may reasonably request, all to the extent required from time to time to enable such Person to sell such Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144.

4.3 Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.

4.4 Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m. Eastern time on the Trading Day following the Closing Date, issue a press release or file a Current Report on Form 8-K, in each case reasonably acceptable to each Purchaser disclosing the material terms of the transactions contemplated hereby. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release or otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or

without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (i) as required by federal securities law in connection with the registration statement contemplated by the Registration Rights Agreement or otherwise and (ii) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under subclause (i) or (ii).

4.5 Shareholders Rights Plan. No claim will be made or enforced by the Company or, to the knowledge of the Company, any other Person that any Purchaser is an "Acquiring Person" under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers. In addition, each Purchaser acknowledges and agrees that it shall not at any time beneficially hold, directly or indirectly, more than 19.999% of the Company's then outstanding Common Stock. The Company shall conduct its business in a manner so that it will not become subject to the Investment Company Act.

4.6 Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying after the Closing on the foregoing representations in effecting transactions in securities of the Company.

4.7 Use of Proceeds. Except as set forth on Schedule 4.7 attached hereto, the Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes and not for the satisfaction of any portion of the Company's debt (other than payment of trade payables in the ordinary course of the Company's business and prior practices), to redeem any Company equity or equity-equivalent securities or to settle any outstanding litigation.

4.8 Reimbursement. If any Purchaser becomes involved in any capacity in any Proceeding by or against any Person who is a stockholder of the Company (except as a result of sales, pledges, margin sales and similar transactions by such Purchaser to or with any current stockholder), solely as a result of such Purchaser's acquisition of the Securities as contemplated under this Agreement, the Company will reimburse such Purchaser for its reasonable legal and other expenses (including the cost of any investigation preparation and travel in connection therewith) incurred in connection therewith, as such expenses are incurred. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate and any such Person. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company solely as a result of acquiring the Securities under this Agreement.

4.9 Indemnification of Purchasers. Subject to the provisions of this Section 4.9, the Company will indemnify and hold the Purchasers and their directors, officers, shareholders, partners, employees and

agents (each, a "Purchaser Party") harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys' fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against a Purchaser, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser's representation, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser may have with any such stockholder or any violations by the Purchaser of state or federal securities laws or any conduct by such Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party. The Company will not be liable to any Purchaser Party under this Agreement (i) for any settlement by an Purchaser Party effected without the Company's prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party's breach of any of the representations, warranties, covenants or agreements made by the Purchasers in this Agreement or in the other Transaction Documents.

4.10 Reservation of Common Stock. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at all times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company to issue Shares pursuant to this Agreement and Warrant Shares pursuant to any exercise of the Warrants.

4.11 Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing of the Common Stock on a Trading Market, and as soon as reasonably practicable following the Closing (but not later than the earlier of the Effective Date and the first anniversary of the Closing Date) to list all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed on such other Trading Market as promptly as possible. The Company will take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company's reporting, filing and other obligations under the bylaws or rules of the Trading Market.

4.12 Equal Treatment of Purchasers. No consideration shall be offered or paid to any person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless the same consideration is also offered to all of the parties to the Transaction Documents. For clarification purposes, this provision constitutes a separate right granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended to treat for the Company the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition or voting of Securities or otherwise.

4.13 Participation in Future Financing. From the date hereof until 12 months after the Closing Date, upon any financing by the Company of its Common Stock or Common Stock Equivalents (a

"Subsequent Financing"), each Purchaser shall have the right to participate in up to 100% of such Subsequent Financing (the "Participation Maximum"). At least 5 Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing ("Pre-Notice"), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a "Subsequent Financing Notice"). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than 1 Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the Person with whom such Subsequent Financing is proposed to be effected, and attached to which shall be a term sheet or similar document relating thereto. If by 6:30 p.m. (New York City time) on the second Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion of such Subsequent Financing on the terms and to the Persons set forth in the Subsequent Financing Notice. If the Company receives no notice from a Purchaser as of such 5th Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate. The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.13, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice, or on terms more favorable to the Company, within 60 Trading Days after the date of the initial Subsequent Financing Notice. In the event the Company receives responses to Subsequent Financing Notices from Purchasers seeking to purchase more than the aggregate amount of the Subsequent Financing, each such Purchaser shall have the right to purchase their Pro Rata Portion (as defined below) of the Participation Maximum. "Pro Rata Portion" is the ratio of (x) the Subscription Amount of Securities purchased by a participating Purchaser and (y) the sum of the aggregate Subscription Amount of all participating Purchasers. Notwithstanding the foregoing, this Section 4.13 shall not apply in respect of an Exempt Issuance.

4.14 Subsequent Equity Sales. From the date hereof until 90 days after the Effective Date, neither the Company nor any Subsidiary shall issue shares of Common Stock or Common Stock Equivalents; provided, however, the 90 day period set forth in this Section 4.14 shall be extended for the number of Trading Days during such period in which (y) trading in the Common Stock is suspended by any Trading Market, or (z) following the Effective Date, the Registration Statement is not effective or the prospectus included in the Registration Statement may not be used by the Purchasers for the resale of the Shares and Warrant Shares. Notwithstanding the foregoing, this Section 4.14 shall not apply in respect of an Exempt Issuance.

4.15 Deliver of Securities After Closing. The Company shall deliver, or cause to be delivered, the respective Shares and Warrants purchased by each Purchaser to such Purchaser within 3 Trading Days of the Closing Date.

ARTICLE V.
MISCELLANEOUS

5.1 Fees and Expenses. The Company shall reimburse RAM Capital Resources LLC ("RAM") the sum of $20,000 for its legal fees. The Company shall deliver, prior to the Closing, a completed and executed copy of the Closing Statement, attached hereto as Annex A. Except as otherwise set forth in this Agreement, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay, up to a cumulative maximum for all Purchasers of $5,000, all stamp and other taxes and duties (other than taxes based on gains or income) levied in connection with the original issuance and sale of the Securities.

5.2 Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

5.3 Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto prior to 6:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 6:30 p.m. (New York City time) on any Trading Day, (c) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto.

5.4 Amendments; Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by the Company and each Purchaser or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right.

5.5 Construction. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

5.6 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Purchaser. Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom such Purchaser assigns or transfers (except pursuant to a sale under a Registration Statement or a transfer not permitted under this Agreement) any Securities, provided such transferee agrees in writing to be bound, with respect to the transferred Securities and the transferee's qualifications as an investor, by the provisions hereof that apply to the "Purchasers" and further provided that the transfer does not result from any general solicitation.

5.7 No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in Section 4.9.

5.8 Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys' fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

5.9 Survival. The representations and warranties herein shall survive the Closing and delivery of the Shares and Warrant Shares.

5.10 Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature page were an original thereof.

5.11 Severability. If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Agreement.

5.12 Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights.

5.13 Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof, or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable indemnity, if requested. The applicants for a new

certificate or instrument under such circumstances shall also pay any reasonable third-party costs associated with the issuance of such replacement Securities.

5.14 Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations described in the foregoing sentence and hereby agrees to waive in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

5.15 Payment Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other person under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

5.16 Independent Nature of Purchasers' Obligations and Rights. The obligations of each Purchaser under any Transaction Document are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any Transaction Document, and no action taken by any Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Document. Each Purchaser shall be entitled to independently protect and enforce its rights, including without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in their review and negotiation of the Transaction Documents. For reasons of administrative convenience only, Purchasers and their respective counsel have chosen to communicate with the Company through FW. FW does not represent all of the Purchasers but only RAM, who has acted as placement agent to the transaction. The Company has elected to provide all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do so by the Purchasers.

5.17 Liquidated Damages. The Company's obligations to pay any partial liquidated damages or other amounts owing under the Transaction Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts are due and payable shall have been canceled.

(Signature Page Follows)

IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

DPAC TECHNOLOGIES CORP.		Address for Notice:


By:		7321 Lincoln Way, Garden
	Name: Creighton ("Kim") Early Title: Chief Executive Officer and President	Grove, CA 92841


By:		Attn:
	Name: William M. Stowell Title: Chief Financial Officer and Secretary

With a copy to (which shall not constitute notice): Nicholas J. Yocca, Yocca Patch & Yocca, LLP, 19900 MacArthur Boulevard, Suite 650, Irvine, CA 92612

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGES FOR PURCHASERS FOLLOW]

[PURCHASER SIGNATURE PAGES TO DPAC SECURITIES PURCHASE AGREEMENT]

IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Investing Entity:

Signature of Authorized Signatory of Investing Entity:

Name of Authorized Signatory:

Title of Authorized Signatory:

Email Address of Authorized Entity:



Address for Notice of Investing Entity:




Address for Delivery of Securities for Investing Entity (if not same as above):




Subscription Amount:
Shares:
Warrant Shares:
EIN Number: [PROVIDE THIS UNDER SEPARATE COVER]

[SIGNATURE PAGES CONTINUE]

Annex A

CLOSING STATEMENT

Pursuant to the attached Securities Purchase Agreement, dated as of the date hereto, the purchasers shall purchase up to $2,000,000 of Common Stock and Warrants from DPAC Technologies Corp. (the "Company"). All funds will be wired into a trust account maintained by Yocca Patch & Yocca, LLP, counsel to the Company. All funds will be disbursed in accordance with this Closing Statement.

Disbursement Date: May 11, 2004

I. *PURCHASE PRICE*

	Gross Proceeds to be Received in Trust	$	2,000,000.00

II. *DISBURSEMENTS*


	Fees to Seidler	$	100,000.00
	Yocca Patch & Yocca, LLP	$	50,000.00
	Remaining funds to DPAC	$	1,850,000.00

Total Amount Disbursed:		$	2,000,000.00

WIRE INSTRUCTIONS:

To:		Yocca Patch & Yocca, LLP
Account Name:		Attorney Client Trust Account
Account Number:		1664304022
Routing Number:		121000358
Bank:		Bank of America Irvine Industrial Branch 4101 MacArthur Boulevard Newport Beach, CA 92660

To:

EXHIBIT A

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this "Agreement") is made and entered into as of May 5, 2004, by and among DPAC Technologies Corp., a California corporation (the "Company"), and the purchasers signatory hereto (each such purchaser, a "Purchaser" and collectively, the "Purchasers").

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof among the Company and the Purchasers (the "Purchase Agreement").

The Company and the Purchasers hereby agree as follows:

1. Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

"Advice" shall have the meaning set forth in Section 6(d).

"Effectiveness Date" means, with respect to the Registration Statement required to be filed hereunder, the earlier of (a) the 90^th calendar day following the date of the Purchase Agreement and (b) the fifth Trading Day following the date on which the Company is notified by the Commission that the Registration Statement will not be reviewed or is no longer subject to further review and comments.

"Effectiveness Period" shall have the meaning set forth in Section 2(a).

"Event" shall have the meaning set forth in Section 2(b).

"Event Date" shall have the meaning set forth in Section 2(b).

"Filing Date" means, with respect to the Registration Statement required to be filed hereunder, the 30^th calendar day following the date of the Purchase Agreement.

"Holder" or "Holders" means the holder or holders, as the case may be, from time to time of Registrable Securities.

"Indemnified Party" shall have the meaning set forth in Section 5(c).

"Indemnifying Party" shall have the meaning set forth in Section 5(c).

"Losses" shall have the meaning set forth in Section 5(a).

"Proceeding" means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

"Prospectus" means the prospectus included in the Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by the Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

"Registrable Securities" means all of the Shares and the Warrant Shares, together with any shares of Common Stock issued or issuable upon any stock split, dividend or other distribution,

recapitalization or similar event with respect to the foregoing, until such securities shall have been resold pursuant to the Registration Statement or Rule 144 promulgated under the Securities Act.

"Registration Statement" means the registration statements required to be filed hereunder, including (in each case) the Prospectus, amendments and supplements to the registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in the registration statement.

"Rule 415" means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

"Rule 424" means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

2. Registration.

(a) On or prior to the Filing Date, the Company shall prepare and file with the Commission the Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration shall be on another appropriate form in accordance herewith). The Registration Statement required hereunder shall contain (except if otherwise directed by the Holders or if otherwise required by any applicable law or regulation) substantially the "Plan of Distribution" attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than the Effectiveness Date, and shall use its best efforts to keep the Registration Statement continuously effective under the Securities Act until the earliest of (i) the date when all Registrable Securities covered by the Registration Statement have been sold or cancelled, (ii) the date when all of the Registrable Securities not theretofore sold or cancelled may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders, or (iii) the sixth anniversary of the Closing Date (the "Effectiveness Period").

(b) If: (i) a Registration Statement is not filed on or prior to the Filing Date (if the Company files a Registration Statement without affording the Holder the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or is not subject to further review, or (iii) prior to the date when such Registration Statement is first declared effective by the Commission, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 10 Trading Days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 consecutive Trading

Days but no more than an aggregate of 30 Trading Days during any 12 month period (which need not be consecutive Trading Days)(any such failure or breach being referred to as an "Event," and for purposes of clause (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such 10 Trading Days is exceeded, or for purposes of clause (v) the date on which such 10 or 30 Trading Day period, as applicable, is exceeded being referred to as "Event Date"), then without detracting from any other rights the Holders may have hereunder or under applicable law, on each such Event Date and, on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event. Notwithstanding anything herein to the contrary, liquidated damages under this Section 2(a) as to a Holder shall not exceed, in the aggregate, fourteen percent (14.0%) of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement.

3. Registration Procedures

In connection with the Company's registration obligations hereunder, the Company shall:

(a) Not less than five Trading Days prior to the filing of the Registration Statement or any related Prospectus or any amendment or supplement thereto, the Company shall, (i) furnish to the Holders copies of all such documents proposed to be filed (including documents incorporated or deemed incorporated by reference to the extent requested by such Person) which documents will be subject to the review of such Holders, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not file the Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Holders of a majority of the Registrable Securities shall reasonably object in good faith, provided that the Company is notified of such objection in writing no later than 5 Trading Days after the Holders have been so furnished copies of such documents.

(b) (i) Prepare and file with the Commission such amendments, including post-effective amendments, to the Registration Statement and the Prospectus used in connection therewith as may be necessary to keep the Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to the Registration Statement or any amendment thereto and, as promptly as reasonably possible, upon request, provide the Holders true and complete copies of all correspondence from and to the Commission relating to the Registration Statement; and (iv) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the applicable period in accordance with the intended methods of disposition by the

Holders thereof set forth in the Registration Statement as so amended or in such Prospectus as so supplemented.

(c) Notify the Holders of Registrable Securities to be sold as promptly as reasonably possible and (if requested by any such Person) confirm such notice in writing promptly following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to the Registration Statement is proposed to be filed; (B) when the Commission notifies the Company whether there will be a "review" of the Registration Statement and whenever the Commission comments in writing on the Registration Statement (the Company shall upon request provide true and complete copies thereof and all written responses thereto to each of the Holders); and (C) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the Commission or any other Federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to the Registration Statement or Prospectus or for additional information; (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; and (v) of the occurrence of any event or passage of time that makes the financial statements included in the Registration Statement ineligible for inclusion therein or any statement made in the Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to the Registration Statement, Prospectus or other documents so that, in the case of the Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(d) Use commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of the Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.

(e) Furnish to each Holder, without charge, at least one conformed copy of the Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission.

(f) Promptly deliver to each Holder, without charge, as many copies of the Prospectus or Prospectuses (including each form of prospectus) and each amendment or supplement thereto as such Persons may reasonably request in connection with resales by the Holder of Registrable Securities. Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto, except after the giving on any notice pursuant to Section 3(c).

(g) Prior to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts to register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from the Registration or qualification) of such

Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder reasonably requests in writing, to keep the Registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration Statement; provided, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in any such jurisdiction.

(h) If requested by the Holders, cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to the Registration Statement, which certificates shall be free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holders may request.

(i) Upon the occurrence of any event contemplated by Section 3(c)(v), as promptly as reasonably possible, prepare a supplement or amendment, including a post-effective amendment, to the Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither the Registration Statement nor such Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the Holders in accordance with clauses (ii) through (v) of Section 3(c) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The Company will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company shall be entitled to exercise its right under this Section 3(i) to suspend the availability of a Registration Statement and Prospectus, subject to the payment of liquidated damages pursuant to Section 2(b), for a period not to exceed 60 days (which need not be consecutive days) in any 12 month period.

(j) Comply with all applicable rules and regulations of the Commission.

(k) The Company may require each selling Holder to furnish to the Company a certified statement as to the number of shares of Common Stock beneficially owned by such Holder and, if required by the Commission, the person thereof that has voting and dispositive control over the Shares. During any periods that the Company is unable to meet its obligations hereunder with respect to the registration of the Registrable Securities solely because any Holder fails to furnish such information within three Trading Days of the Company's request, any liquidated damages that are accruing at such time as to such Holder only shall be tolled and any Event that may otherwise occur solely because of such delay shall be suspended as to such Holder only, until such information is delivered to the Company. Nothing herein relieves any Holder or other Person of any obligation to file any ownership reports with the Commission.

4. Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with the Trading Market on which the Common Stock is then listed for trading, and (B) in compliance with applicable state securities or Blue Sky laws), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

5. Indemnification

(a) Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys' fees) and expenses (collectively, "Losses"), as incurred, arising out of or relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement.

(b) Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the

Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder's failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus or (ii) to the extent that (1) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

(c) Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an "Indemnified Party"), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the "Indemnifying Party") in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof; provided, that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have prejudiced the Indemnifying Party.

An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of one separate counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an

unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.

Subject to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within ten Trading Days of written notice thereof to the Indemnifying Party; provided, that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such actions for which such Indemnified Party is not entitled to indemnification hereunder, determined based upon the relative faults of the parties.

(d) Contribution. If a claim for indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party (by reason of public policy or otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys' or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 5(d), no Holder shall be required to contribute, in the aggregate, any amount in excess of the amount by which the proceeds actually received by such Holder from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, except in the case of fraud by such Holder.

The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

6. Miscellaneous

(a) Remedies. In the event of a breach by the Company or by a Holder, of any of their obligations under this Agreement, each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company and each Holder agree that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate.

(b) No Piggyback on Registrations. Except as set forth on Schedule 6(b) attached hereto, neither the Company nor any of its security holders (other than the Holders in such capacity

pursuant hereto) may include securities of the Company in the Registration Statement other than the Registrable Securities. No Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company. The Company shall not file any other registration statement until after the Effective Date.

(c) Compliance. Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to the Registration Statement.

(d) Discontinued Disposition. Each Holder agrees by its acquisition of such Registrable Securities that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3(c), such Holder will forthwith discontinue disposition of such Registrable Securities under the Registration Statement until such Holder's receipt of the copies of the supplemented Prospectus and/or amended Registration Statement or until it is advised in writing (the "Advice") by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. The Company will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as it practicable. The Company agrees and acknowledges that any periods during which the Holder is required to discontinue the disposition of the Registrable Securities hereunder shall be subject to the provisions of Section 2(b).

(e) Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, then the Company shall send to each Holder a written notice of such determination and, if within fifteen days after the date of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered, subject to customary underwriter cutbacks applicable to all holders of registration rights.

(f) Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by the Company and each Holder of the then outstanding Registrable Securities to be bound thereby.

(g) Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be made in accordance with the provisions of the Purchase Agreement.

(h) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties and shall inure to the benefit of each Holder. Each Holder may assign their respective rights hereunder in the manner and to the Persons as permitted under the Purchase Agreement.

(i) Execution and Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid binding obligation of the

party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were the original thereof.

(j) Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined with the provisions of the Purchase Agreement.

(k) Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.

(l) Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(m) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(n) Independent Nature of Purchasers' Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert with respect to such obligations or the transactions contemplated by this Agreement. Each Holder shall be entitled to protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.

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



		DPAC TECHNOLOGIES CORP.


		By:
				Name: Title:

[SIGNATURE PAGE OF HOLDERS FOLLOWS]

[PURCHASER'S SIGNATURE PAGE TO DPAC RRA]

Name of Investing Entity:

Signature of Authorized Signatory of Investing entity:

Name of Authorized Signatory:

Title of Authorized Signatory:

[SIGNATURE PAGES CONTINUE]

[PURCHASER'S SIGNATURE PAGE TO DPAC RRA]

Name of Investing Entity:

Signature of Authorized Signatory of Investing entity:

Name of Authorized Signatory:

Title of Authorized Signatory:

[SIGNATURE PAGES CONTINUE]

ANNEX A

Plan of Distribution

The Selling Stockholders (the "Selling Stockholders") of the common stock ("Common Stock") of DPAC Technologies Corp. (the "Company") and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. The Selling Stockholders may use any one or more of the following methods when selling shares:

•: ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
•: block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
•: purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
•: an exchange distribution in accordance with the rules of the applicable exchange;
•: privately negotiated transactions;
•: settlement of short sales entered into after the date of this prospectus;
•: broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share;
•: a combination of any such methods of sale;
•: through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; or
•: any other method permitted pursuant to applicable law.

The Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"), if available, rather than under this prospectus.

Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. Each Selling Stockholder does not expect these commissions and discounts relating to its sales of shares to exceed what is customary in the types of transactions involved.

In connection with the sale of our common stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be "underwriters" within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have

any agreement or understanding, directly or indirectly, with any person to distribute the Common Stock.

The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

Because Selling Stockholders may be deemed to be "underwriters" within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. Each Selling Stockholder has advised us that they have not entered into any agreements, understandings or arrangements with any underwriter or broker-dealer regarding the sale of the resale shares. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders.

We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the Selling Stockholders without registration and without regard to any volume limitations by reason of Rule 144(k) under the Securities Act or any other rule of similar effect or (ii) all of the shares have been sold pursuant to the prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to our common stock for a period of two business days prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of our common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale.

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR REASONABLY ACCEPTABLE TO THE COMPANY TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT.

SERIES A COMMON STOCK PURCHASE WARRANT

To Purchase Shares of Common Stock of

DPAC Technologies Corp.

THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") CERTIFIES that, for value received, (the "Holder"), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the sixth monthly anniversary of the date of issuance of this Warrant plus one day (the "Initial Exercise Date") and on or prior to the fifth anniversary of the Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe for and purchase from DPAC Technologies Corp., a California corporation (the "Company"), up to shares (the "Warrant Shares") of Common Stock, no par value, of the Company (the "Common Stock"). The purchase price of one share of Common Stock (the "Exercise Price") under this Warrant shall be $1.235, subject to adjustment hereunder. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as expressly provided herein. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the "Purchase Agreement"), dated May 5, 2004 among the Company and the purchasers signatory thereto.

1. Title to Warrant. Prior to the Termination Date and subject to compliance with applicable laws and Section 7 of this Warrant, this Warrant and all rights hereunder are transferable, in whole or in part, at the office or agency of the Company by the Holder in person or by duly authorized attorney, upon surrender of this Warrant together with the Assignment Form annexed hereto properly endorsed. The transferee shall sign an investment letter in form and substance reasonably satisfactory to the Company.

2. Authorization of Shares. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

3. Exercise of Warrant.

(a) Exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to

the Company of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company); provided, however, within 5 Trading Days of the date said Notice of Exercise is delivered to the Company, the Holder shall have surrendered this Warrant to the Company and the Company shall have received payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier's check drawn on a United States bank. Certificates for shares purchased hereunder shall be delivered to the Holder within 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant and payment of the aggregate Exercise Price as set forth above ("Warrant Share Delivery Date"). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise. In addition to any other rights available to the Holder, if the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise by the Warrant Share Delivery Date, and if after such day the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "Buy-In"), then the Company shall (1) pay in cash to the Holder the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company's failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

(b) If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

outstanding immediately after giving effect to such issuance. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 3(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act, it being acknowledged by Holder that the Company is not representing to Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3(c) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder) and of which a portion of this Warrant is exercisable shall be in the sole discretion of such Holder, and the submission of a Notice of Exercise shall be deemed to be such Holder's determination of whether this Warrant is exercisable (in relation to other securities owned by such Holder) and of which portion of this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this Section 3(c), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company's most recent Form 10-Q or Form 10-K, as the case may be, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Company's Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported.

(d) If at any time after one year from the date of issuance of this Warrant and prior to the Termination Date there is no effective Registration Statement registering the resale of the Warrant Shares by the Holder for a then continuing period of more than 20 consecutive Trading Days, then, this Warrant may also be exercised at such time by means of a "cashless exercise" in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A)	=	the Closing Price on the Trading Day immediately preceding the date of such election;

(B)	=	the Exercise Price of this Warrant, as adjusted; and

(X)	=	the number of Warrant Shares issuable upon exercise of this Warrant in accordance with the terms of this Warrant by means of a cash exercise rather than a cashless exercise.

splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement), then the Company may, within two Trading Days of such period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a "Call"). To exercise this right, the Company must deliver to the Holder an irrevocable written notice (a "Call Notice"), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received from and after the date of the Call Notice will be cancelled at 6:30 p.m. (New York City time) on the tenth (10^th) Trading Day after the date the Call Notice is received by the Holder (such date, the "Call Date"). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered from the time of delivery of the Call Notice through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (x) this Warrant then permits the Holder to acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (3) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 3(e), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any Call Notice will be void), unless, from the beginning of the 20^th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, (ii) the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder for the resale of all such Warrant Shares and (iii) the Common Stock shall be listed or quoted for trading on the Trading Market. The Company's right to Call the Warrant shall be exercised ratably among the Purchasers based on each Purchaser's initial purchase of Common Stock pursuant to the Purchase Agreement.

4. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which Holder would otherwise be entitled to purchase upon such exercise, the Company shall pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price.

5. Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event certificates for Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder; and the Company

may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

6. Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

7. Transfer, Division and Combination.

(a) Subject to compliance with any applicable securities laws and the conditions set forth in Sections 1 and 7(e) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

(b) This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 7(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice.

(c) The Company shall prepare, issue and deliver at its own expense (other than transfer taxes) the new Warrant or Warrants under this Section 7.

(d) The Company agrees to maintain, at its aforesaid office, books for the registration and the registration of transfer of the Warrants.

(e) If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be pursuant to an effective registration statement under the Securities Act and qualification under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an "accredited investor" as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a qualified institutional buyer as defined in Rule 144A(a) under the Securities Act.

8. No Rights as Shareholder until Exercise. This Warrant does not entitle the Holder to any voting rights or other rights as a shareholder of the Company prior to the exercise hereof. Upon the surrender of this Warrant and the payment of the aggregate Exercise Price (or by means of a cashless exercise), the Warrant Shares so purchased shall be and be deemed to be issued to such Holder as the record owner of such shares as of the close of business on the later of the date of such surrender or payment.

9. Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

10. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday, Sunday or a legal holiday, then such action may be taken or such right may be exercised on the next succeeding day not a Saturday, Sunday or legal holiday.

11. Adjustments of Exercise Price and Number of Warrant Shares.

(a) Stock Splits, etc. The number and kind of securities purchasable upon the exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time upon the happening of any of the following. In case the Company shall (i) pay a dividend in shares of Common Stock or make a distribution in shares of Common Stock to holders of its outstanding Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (iv) issue any shares of its capital stock in a reclassification of the Common Stock, then the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company which it would have owned or have been entitled to receive had such Warrant been exercised in advance thereof. Upon each such adjustment of the kind and number of Warrant Shares or other securities of the Company which are purchasable hereunder, the Holder shall thereafter be entitled to purchase the number of Warrant Shares or other securities resulting from such adjustment at an Exercise Price per Warrant Share or other security obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares purchasable pursuant hereto immediately prior to such adjustment and dividing by the number of Warrant Shares or other securities of the Company that are purchasable pursuant hereto immediately after such adjustment. An adjustment made pursuant to this paragraph shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.

(b) Anti-Dilution Provisions. During the Exercise Period, the Exercise Price (but not the number of Warrant Shares) shall be subject to adjustment from time to time as provided in this Section 11(b). In the event that any adjustment of the Exercise Price as required herein results in a fraction of a cent, such Exercise Price shall be rounded up or down to the nearest cent.

(i) Adjustment of Exercise Price. If and whenever the Company issues or sells, or in accordance with Section 11(b)(ii) hereof is deemed to have issued or sold, any shares of Common Stock for an effective consideration per share of less than the then Exercise Price or for no consideration (such lower price, the "Base Share Price" and such issuances collectively, a "Dilutive Issuance"), then, the Exercise Price shall be reduced to equal the Base Share Price; provided, however, the Base Share Price shall not be less than $1.10, such minimum price

subject to adjustment only for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement. Such adjustment shall be made whenever shares of Common Stock or Common Stock Equivalents are issued.

(ii) Effect on Exercise Price of Certain Events. For purposes of determining the adjusted Exercise Price under Section 11(b) hereof, the following will be applicable:

(A) Issuance of Rights or Options. If the Company in any manner issues or grants any warrants, rights or options, whether or not immediately exercisable, to subscribe for or to purchase Common Stock or Common Stock Equivalents (such warrants, rights and options to purchase Common Stock or Common Stock Equivalents are hereinafter referred to as "Options") and the effective price per share for which Common Stock is issuable upon the exercise of such Options is less than the Exercise Price ("Below Base Price Options"), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full exercise, conversion or exchange of Common Stock Equivalents, if applicable) will, as of the date of the issuance or grant of such Below Base Price Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock Equivalents, if applicable) will be deemed to have been received by the Company. For purposes of the preceding sentence, the "effective price per share for which Common Stock is issuable upon the exercise of such Below Base Price Options" is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or granting of all such Below Base Price Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such Below Base Price Options, plus, in the case of Common Stock Equivalents issuable upon the exercise of such Below Base Price Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Common Stock Equivalents first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Common Stock Equivalents, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Options or upon the exercise, conversion or exchange of Common Stock Equivalents issuable upon exercise of such Below Base Price Options.

issuance or sale of all such Common Stock Equivalents, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise, conversion or exchange thereof at the time such Common Stock Equivalents first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Common Stock Equivalents. No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon exercise, conversion or exchange of such Common Stock Equivalents.

(C) Change in Option Price or Conversion Rate. If there is a change at any time in (i) the amount of additional consideration payable to the Company upon the exercise of any Options; (ii) the amount of additional consideration, if any, payable to the Company upon the exercise, conversion or exchange of any Common Stock Equivalents; or (iii) the rate at which any Common Stock Equivalents are convertible into or exchangeable for Common Stock (in each such case, other than under or by reason of provisions designed to protect against dilution), the Exercise Price in effect at the time of such change will be readjusted to the Exercise Price which would have been in effect at such time had such Options or Common Stock Equivalents still outstanding provided for such changed additional consideration or changed conversion rate, as the case may be, at the time initially granted, issued or sold.

(D) Calculation of Consideration Received. If any Common Stock, Options or Common Stock Equivalents are issued, granted or sold for cash, the consideration received therefor for purposes of this Warrant will be the amount received by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale. In case any Common Stock, Options or Common Stock Equivalents are issued or sold for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Company will be the fair market value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company will be the fair market value (closing bid price, if traded on any market) thereof as of the date of receipt. In case any Common Stock, Options or Common Stock Equivalents are issued in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration therefor will be deemed to be the fair market value of such portion of the net assets and business of the non-surviving corporation as is attributable to such Common Stock, Options or Common Stock Equivalents, as the case may be. The fair market value of any consideration other than cash or securities will be determined in good faith by an investment banker or other appropriate expert of national reputation selected by the Company and reasonably acceptable to the holder hereof, with the costs of such appraisal to be borne by the Company.

(E) Exceptions to Adjustment of Exercise Price. Notwithstanding the foregoing, no adjustment will be made under this Section 11(b) in respect of an Exempt Issuance.

be the Closing Price determined as of the record date mentioned above, and of which the numerator shall be such Closing Price on such record date less the then per share fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of the Common Stock as determined by the Board of Directors in good faith. In either case the adjustments shall be described in a statement provided to the Holders of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above.

(iv) Minimum Adjustment of Exercise Price. No adjustment of the Exercise Price shall be made in an amount of less than 1% of the Exercise Price in effect at the time such adjustment is otherwise required to be made, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which, together with any adjustments so carried forward, shall amount to not less than 1% of such Exercise Price.

12. Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is a change in or distribution with respect to the Common Stock of the Company), or sell, transfer or otherwise dispose of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation ("Other Property"), are to be received by or distributed to the holders of Common Stock of the Company, then the Holder shall have the right thereafter to receive, at the option of the Company, (a) upon exercise of this Warrant, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a Holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event or (b) cash equal to the value of this Warrant as determined in accordance with the Black Scholes option pricing formula. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of Warrant Shares for which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 12. For purposes of this Section 12, "common stock of the successor or acquiring corporation" shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 12 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets.

13. Voluntary Adjustment by the Company. The Company may at any time during the term of this Warrant reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company, but in no event less than $1.10.

14. Notice of Adjustment. Whenever the number of Warrant Shares or number or kind of securities or other property purchasable upon the exercise of this Warrant or the Exercise Price is adjusted, as herein provided, the Company shall give notice thereof to the Holder, which notice shall state the number of Warrant Shares (and other securities or property) purchasable upon the exercise of this Warrant and the Exercise Price of such Warrant Shares (and other securities or property) after such adjustment, setting forth a brief statement of the facts requiring such adjustment and setting forth the computation by which such adjustment was made.

15. Notice of Corporate Action. If at any time:

(a) the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution, or any right to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property, or to receive any other right, or

(b) there shall be any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any consolidation or merger of the Company with, or any sale, transfer or other disposition of all or substantially all the property, assets or business of the Company to, another corporation or,

then, in any one or more of such cases, the Company shall give to Holder (i) at least 20 days' prior written notice of the date on which a record date shall be selected for such dividend, distribution or right or for determining rights to vote in respect of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, liquidation or winding up, and (ii) in the case of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up, at least 20 days' prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause also shall specify (i) the date on which any such record is to be taken for the purpose of such dividend, distribution or right, the date on which the holders of Common Stock shall be entitled to any such dividend, distribution or right, and the amount and character thereof, and (ii) the date on which any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up is to take place and the time, if any such time is to be fixed, as of which the holders of Common Stock shall be entitled to exchange their Warrant Shares for securities or other property deliverable upon such disposition, dissolution, liquidation or winding up. Each such written notice shall be sufficiently given if addressed to Holder at the last address of Holder appearing on the books of the Company and delivered in accordance with Section 17(d).

16. Authorized Shares. The Company covenants that during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed.

this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (a) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant, and (c) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant.

Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

17. Miscellaneous.

(a) Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the provisions of the Purchase Agreement.

(b) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will have restrictions upon resale imposed by state and federal securities laws.

(c) Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice Holder's rights, powers or remedies, notwithstanding all rights hereunder terminate on the Termination Date. If the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys' fees, including those of appellate proceedings, incurred by Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

(d) Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

(e) Limitation of Liability. No provision hereof, in the absence of any affirmative action by Holder to exercise this Warrant or purchase Warrant Shares, and no enumeration herein of the rights or privileges of Holder, shall give rise to any liability of Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

(f) Remedies. Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.

Warrant are intended to be for the benefit of all Holders from time to time of this Warrant and shall be enforceable by any such Holder or holder of Warrant Shares.

(h) Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

(i) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

(j) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

********************

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized.

Dated: May , 2004
	DPAC TECHNOLOGIES CORP.
	By:	Name: Title:

NOTICE OF EXERCISE

To: DPAC Technologies Corp.

(1) The undersigned hereby elects to purchase Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment shall take the form of (check applicable box):

[ ] in lawful money of the United States; or

[ ] the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 3(d), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 3(d).

(3) Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is specified below:

The Warrant Shares shall be delivered to the following:

(4) Accredited Investor. The undersigned is an "accredited investor" as defined in Regulation D under the Securities Act of 1933, as amended.

		[PURCHASER]
		By:
		Name: Title:
		Dated:

ASSIGNMENT FORM

(To assign the foregoing warrant, execute
this form and supply required information.
Do not use this form to exercise the warrant.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to whose address is .

Dated: ,

Holder's Signature:
Holder's Address:

Signature Guaranteed:

NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.

SERIES A COMMON STOCK PURCHASE WARRANT

To Purchase Shares of Common Stock of

DPAC Technologies Corp.

THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") CERTIFIES that, for value received, (the "Holder"), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance of this Warrant (the "Initial Exercise Date") and on or prior to the fifth anniversary of the Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe for and purchase from DPAC Technologies Corp., a California corporation (the "Company"), up to shares (the "Warrant Shares") of Common Stock, no par value, of the Company (the "Common Stock"). The purchase price of one share of Common Stock (the "Exercise Price") under this Warrant shall be $1.235, subject to adjustment hereunder. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as expressly provided herein. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the "Purchase Agreement"), dated May 5, 2004 among the Company and the purchasers signatory thereto.

3. Exercise of Warrant.

(a) Exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to

(A)	=	the Closing Price on the Trading Day immediately preceding the date of such election;
(B)	=	the Exercise Price of this Warrant, as adjusted; and
(X)	=	the number of Warrant Shares issuable upon exercise of this Warrant in accordance with the terms of this Warrant by means of a cash exercise rather than a cashless exercise.

(e) Subject to the provisions of this Section 3, if after the 6 month anniversary of the Effective Date, the Closing Price for each of twenty consecutive Trading Days (the "Measurement Period", which period shall not have commenced until after such anniversary date) exceeds 250% of the Exercise Price (the "Threshold Price") (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement), then the Company may, within two Trading

Days of such period, call for cancellation of all or any portion of this Warrant for which a Notice of Exercise has not yet been delivered (such right, a "Call"). To exercise this right, the Company must deliver to the Holder an irrevocable written notice (a "Call Notice"), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice of Exercise shall not have been received from and after the date of the Call Notice will be cancelled at 6:30 p.m. (New York City time) on the tenth (10^th) Trading Day after the date the Call Notice is received by the Holder (such date, the "Call Date"). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to a Call Notice that are tendered from the time of delivery of the Call Notice through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise delivered following a Call Notice shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (x) this Warrant then permits the Holder to acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant Shares, and (z) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (2) the Company, in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following receipt of the Call Notice, and (3) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 3(e), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation of this Warrant (and any Call Notice will be void), unless, from the beginning of the 20^th consecutive Trading Days used to determine whether the Common Stock has achieved the Threshold Price through the Call Date, (i) the Company shall have honored in accordance with the terms of this Warrant all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, (ii) the Registration Statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Holder for the resale of all such Warrant Shares and (iii) the Common Stock shall be listed or quoted for trading on the Trading Market. The Company's right to Call the Warrant shall be exercised ratably among the Purchasers based on each Purchaser's initial purchase of Common Stock pursuant to the Purchase Agreement.

6. Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

7. Transfer, Division and Combination.

(c) The Company shall prepare, issue and deliver at its own expense (other than transfer taxes) the new Warrant or Warrants under this Section 7.

(d) The Company agrees to maintain, at its aforesaid office, books for the registration and the registration of transfer of the Warrants.

stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

11. Adjustments of Exercise Price and Number of Warrant Shares.

(i) Adjustment of Exercise Price. If and whenever the Company issues or sells, or in accordance with Section 11(b)(ii) hereof is deemed to have issued or sold, any shares of Common Stock for an effective consideration per share of less than the then Exercise Price or for no consideration (such lower price, the "Base Share Price" and such issuances collectively, a "Dilutive Issuance"), then, the Exercise Price shall be reduced to equal the Base Share Price. Such adjustment shall be made whenever shares of Common Stock or Common Stock Equivalents are issued.

(ii) Effect on Exercise Price of Certain Events. For purposes of determining the adjusted Exercise Price under Section 11(b) hereof, the following will be applicable:

conversion or exchange of Common Stock Equivalents, if applicable) will, as of the date of the issuance or grant of such Below Base Price Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock Equivalents, if applicable) will be deemed to have been received by the Company. For purposes of the preceding sentence, the "effective price per share for which Common Stock is issuable upon the exercise of such Below Base Price Options" is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or granting of all such Below Base Price Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such Below Base Price Options, plus, in the case of Common Stock Equivalents issuable upon the exercise of such Below Base Price Options, the minimum aggregate amount of additional consideration payable upon the exercise, conversion or exchange thereof at the time such Common Stock Equivalents first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Below Base Price Options (assuming full conversion of Common Stock Equivalents, if applicable). No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon the exercise of such Below Base Price Options or upon the exercise, conversion or exchange of Common Stock Equivalents issuable upon exercise of such Below Base Price Options.

(B) Issuance of Common Stock Equivalents. If the Company in any manner issues or sells any Common Stock Equivalents, whether or not immediately convertible (other than where the same are issuable upon the exercise of Options) and the effective price per share for which Common Stock is issuable upon such exercise, conversion or exchange is less than the Exercise Price, then the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Common Stock Equivalents will, as of the date of the issuance of such Common Stock Equivalents, be deemed to be outstanding and to have been issued and sold by the Company for such price per share and the maximum consideration payable to the Company upon such exercise (assuming full exercise, conversion or exchange of Common Stock Equivalents, if applicable) will be deemed to have been received by the Company. For the purposes of the preceding sentence, the "effective price per share for which Common Stock is issuable upon such exercise, conversion or exchange" is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or sale of all such Common Stock Equivalents, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise, conversion or exchange thereof at the time such Common Stock Equivalents first become exercisable, convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Common Stock Equivalents. No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon exercise, conversion or exchange of such Common Stock Equivalents.

Options or Common Stock Equivalents still outstanding provided for such changed additional consideration or changed conversion rate, as the case may be, at the time initially granted, issued or sold.

(E) Exceptions to Adjustment of Exercise Price. Notwithstanding the foregoing, no adjustment will be made under this Section 11(b) in respect of an Exempt Issuance.

(iii) Offerings of Other Property to Common Stock Holders. If the Company, at any time prior to the Termination Date, shall distribute to all holders of Common Stock (and not to Holders of the Warrants) evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any security other than the Common Stock (which shall be subject to Section 11(b)(i)), then in each such case the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution by a fraction of which the denominator shall be the Closing Price determined as of the record date mentioned above, and of which the numerator shall be such Closing Price on such record date less the then per share fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of the Common Stock as determined by the Board of Directors in good faith. In either case the adjustments shall be described in a statement provided to the Holders of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above.

15. Notice of Corporate Action. If at any time:

(b) there shall be any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any consolidation or merger of the

Company with, or any sale, transfer or other disposition of all or substantially all the property, assets or business of the Company to, another corporation or,

Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (a) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant, and (c) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant.

17. Miscellaneous.

(g) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant and shall be enforceable by any such Holder or holder of Warrant Shares.

(h) Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

(j) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

********************

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized.

Dated: May , 2004
	DPAC TECHNOLOGIES CORP.
	By:	Name: Title:

NOTICE OF EXERCISE

To: DPAC Technologies Corp.

(2) Payment shall take the form of (check applicable box):

o in lawful money of the United States; or

o the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 3(d), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 3(d).

(3) Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is specified below:

The Warrant Shares shall be delivered to the following:

(4) Accredited Investor. The undersigned is an "accredited investor" as defined in Regulation D under the Securities Act of 1933, as amended.

		[PURCHASER]
		By:
		Name: Title:

Dated:

ASSIGNMENT FORM

(To assign the foregoing warrant, execute
this form and supply required information.
Do not use this form to exercise the warrant.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

	whose address is
		.

Dated:		,

SERIES B COMMON STOCK PURCHASE WARRANT

To Purchase Shares of Common Stock of

DPAC Technologies Corp.

THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") CERTIFIES that, for value received, (the "Holder"), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance of this Warrant (the "Initial Exercise Date") and on or prior to the 320^th day after the Effective Date (the "Termination Date") but not thereafter, to subscribe for and purchase from DPAC Technologies Corp., a California corporation (the "Company"), up to shares (the "Warrant Shares") of Common Stock, no par value, of the Company (the "Common Stock"). The purchase price of one share of Common Stock (the "Exercise Price") under this Warrant shall be $0.967, subject to adjustment hereunder. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as expressly provided herein. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the "Purchase Agreement"), dated May 5, 2004 among the Company and the purchasers signatory thereto.

3. Exercise of Warrant.

(a) Exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto (or such other office or agency of the Company as it may designate by notice in writing to the

registered Holder at the address of such Holder appearing on the books of the Company); provided, however, within 5 Trading Days of the date said Notice of Exercise is delivered to the Company, the Holder shall have surrendered this Warrant to the Company and the Company shall have received payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier's check drawn on a United States bank. Certificates for shares purchased hereunder shall be delivered to the Holder within 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant and payment of the aggregate Exercise Price as set forth above ("Warrant Share Delivery Date"). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 3(a) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise. In addition to any other rights available to the Holder, if the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise by the Warrant Share Delivery Date, and if after such day the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "Buy-In"), then the Company shall (1) pay in cash to the Holder the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company's failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

(c) The Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 3(a) or otherwise, to the extent that after giving effect to such issuance after exercise, the Holder (together with the Holder's affiliates), as set forth on the applicable Notice of Exercise, would beneficially own in excess of 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to such issuance. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its affiliates shall include the number of shares of Common Stock issuable upon exercise of this

Warrant with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 3(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act, it being acknowledged by Holder that the Company is not representing to Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3(c) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder) and of which a portion of this Warrant is exercisable shall be in the sole discretion of such Holder, and the submission of a Notice of Exercise shall be deemed to be such Holder's determination of whether this Warrant is exercisable (in relation to other securities owned by such Holder) and of which portion of this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this Section 3(c), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company's most recent Form 10-Q or Form 10-K, as the case may be, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Company's Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported.

(A): = the Closing Price on the Trading Day immediately preceding the date of such election;
(B): = the Exercise Price of this Warrant, as adjusted; and
(X): = the number of Warrant Shares issuable upon exercise of this Warrant in accordance with the terms of this Warrant by means of a cash exercise rather than a cashless exercise.

accompanied by the Assignment Form attached hereto duly executed by the Holder; and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

6. Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

7. Transfer, Division and Combination.

(c) The Company shall prepare, issue and deliver at its own expense (other than transfer taxes) the new Warrant or Warrants under this Section 7.

(d) The Company agrees to maintain, at its aforesaid office, books for the registration and the registration of transfer of the Warrants.

11. Adjustments of Exercise Price and Number of Warrant Shares; Stock Splits, etc. The number and kind of securities purchasable upon the exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time upon the happening of any of the following. In case the Company shall (i) pay a dividend in shares of Common Stock or make a distribution in shares of Common Stock to holders of its outstanding Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (iv) issue any shares of its capital stock in a reclassification of the Common Stock, then the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company which it would have owned or have been entitled to receive had such Warrant been exercised in advance thereof. Upon each such adjustment of the kind and number of Warrant Shares or other securities of the Company which are purchasable hereunder, the Holder shall thereafter be entitled to purchase the number of Warrant Shares or other securities resulting from such adjustment at an Exercise Price per Warrant Share or other security obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares purchasable pursuant hereto immediately prior to such adjustment and dividing by the number of Warrant Shares or other securities of the Company that are purchasable pursuant hereto immediately after such adjustment. An adjustment made pursuant to this paragraph shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.

due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of Warrant Shares for which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 12. For purposes of this Section 12, "common stock of the successor or acquiring corporation" shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 12 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets.

15. Notice of Corporate Action. If at any time:

dissolution, liquidation or winding up. Each such written notice shall be sufficiently given if addressed to Holder at the last address of Holder appearing on the books of the Company and delivered in accordance with Section 17(d).

17. Miscellaneous.

(h) Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

(j) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

********************

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized.

Dated: May , 2004

		DPAC TECHNOLOGIES CORP.
		By:		Name: Title:

NOTICE OF EXERCISE

To: DPAC Technologies Corp.

(2) Payment shall take the form of (check applicable box):

o in lawful money of the United States; or

(3) Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is specified below:

The Warrant Shares shall be delivered to the following:

(4) Accredited Investor. The undersigned is an "accredited investor" as defined in Regulation D under the Securities Act of 1933, as amended.

		[PURCHASER]
		By:
		Name: Title:

Dated:

ASSIGNMENT FORM

(To assign the foregoing warrant, execute
this form and supply required information.
Do not use this form to exercise the warrant.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

	whose address is
		.

Dated:		,

		YOCCA PATCH & YOCCA LLP LAWYERS		TELEPHONE (949) 253-0800
		19900 MACARTHUR BOULEVARD		FACSIMILE (949) 253-0870
		SUITE 650 IRVINE, CALIFORNIA 92612

MAY 11, 2004

The Purchasers Listed on Attachment A
C/o Joseph A. Smith
Feldman Weinstein LLP
420 Lexington Avenue, Suite 2620
New York, NY 10170

Re:: Securities Purchase Agreement
Ladies and Gentlemen:

We have acted as counsel to DPAC Technologies Corp., a California corporation (the "Company"), in connection with the execution and delivery by it of the Securities Purchase Agreement dated as of May 5, 2004, (the "Purchase Agreement") among the Company and the Purchasers as defined therein (each a "Purchaser" and collectively "Purchasers"). This opinion is being delivered to you at the Company's request pursuant to Section 2.2(a)(vi) of the Purchase Agreement. Unless specifically defined herein or the context requires otherwise, capitalized terms used herein shall have the meanings ascribed to them in the Purchase Agreement, unless otherwise defined herein.

In connection with this opinion, we have examined the documents listed below:

(a) The Purchase Agreement, including the following exhibits: (i) Form of Registration Rights Agreement, (ii) Form of Series A Warrant, and (iii) Form of Series B Warrant.

(b) Resolutions of the Board of Directors of the Company dated April 26, 2004.

(d) The Articles of Incorporation of the Company, as amended, as filed with the California Secretary of State.

(e) The Disclosure Schedule.

The documents referred to in subparagraph (a) above are herein referred to collectively as the "Transaction Documents."

In addition, we have examined, among other things, originals or copies of such corporate records of the Company, certificates of officers of the Company, certificates of public officials and such other documents and questions of law that we deemed necessary or appropriate. We have assumed the authenticity and completeness of all documents submitted to us as originals, the conformity with original documents of all documents submitted to us as copies and the genuineness of all signatures. We have also assumed that with respect to all parties to the agreements and instruments relevant hereto other than the Company, such parties have the requisite power and authority to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action, duly executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties. We assume the legal capacity of all natural persons.

As to questions of fact material to our opinions, we have relied upon representations and warranties contained in the Purchase Agreement or the Transaction Documents and certificates delivered in connection therewith, certificates of officers of the Company and certificates and advice of public officials and have made no independent investigation of such matters.

As used in this opinion, the expression "to our knowledge" refers to the current actual knowledge of the attorneys of this firm who have worked on matters for the Company solely in connection with the Transaction Documents and the transactions contemplated thereby, and without any independent investigation of any underlying facts or situations.

Based upon and subject to the foregoing, and subject to the qualifications stated herein, we are of the opinion that:

1. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of California. The Company has the requisite corporate power and authority to enter into and perform its obligations under the Transaction Documents and to issue the Common Shares, the Warrants and the Warrant Shares. The execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary corporate action and no further consent or authorization of the Company or its Board of Directors or stockholders is required.

2. The Transaction Documents constitute legally valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to the exceptions set forth herein, and except also that the enforceability thereof may be subject to or limited by (a) bankruptcy, insolvency, reorganization, arrangement, moratorium, or other similar laws relating to or affecting rights of creditors and (b) general equitable principles, regardless of whether the issue of enforceability is considered in a proceeding in equity or at law.

3. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated thereby, including, without limitation, the issuance of the Shares, the Warrant and the Warrant Shares, does not (i) result in a violation of the Company's Articles of Incorporation or By-Laws; or (ii) constitute a material default (or an event that with notice or lapse of time or both would become a default) under, require a consent under, or give to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, indenture, instrument or any "lock-up", refusal or similar provision of any underwriting or similar agreement to which the Company is a party that is listed as a material contract in the Exhibit Index to the current draft of its most recent Form 10-K a copy of which is attached as Appendix A ("Material Contract"). To our knowledge, the Company is not in violation of any terms of its Articles of Incorporation or Bylaws.

4. The issuance of the Shares, the Warrants and upon exercise thereof, the Warrant Shares, to the Purchasers as contemplated in the Transaction Documents will be exempt from registration under the Securities Act. When so issued, the Shares and Warrants, and upon payment of the exercise price, the Warrant Shares, shall be duly and validly issued, fully paid and nonassessable.

5. Except as disclosed in the SEC filings or the Disclosure Schedule, to our knowledge, there are no actions, suits, proceedings or investigations that are pending or currently threatened against the Company or its properties, or against any officer or director of the Company in his or her capacity as such (i) that question the validity of the Purchase Agreement or the right of the Company to enter into the Purchase Agreement or to consummate the transactions contemplated thereby or (ii) which would be reasonably expected to have, individually or in the aggregate, a material adverse effect on the Company. To our knowledge, except as disclosed in the SEC filings or the Disclosure Schedule, the Company is not, in any material respect, a party to or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality.

6. To our knowledge, the Company is not subject to any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company's Articles of Incorporation or By-Laws or the laws of the State of California.

7. The authorized capital stock of the Company consists of 40,000,000 shares of Common Stock, no par value, and 8,000,000 Shares of Preferred Stock, no par value.

We confirm as a factual matter, and not as a matter of opinion, that we participated in discussion with the Trading Market concerning the Transaction Documents and understand that the Company's execution and delivery of the Transaction Documents do not result in a violation of any rule or regulation of the Trading Market applicable to the Company, except for such violations as would not, individually or in the aggregate, have a Material Adverse Effect.

We are members of the bar of the State of California and, accordingly do not purport to be experts on or to be qualified to express any opinion herein concerning, nor do we express any opinion herein concerning, any laws other than the laws of the State of California and federal law. Our opinions are based on the assumption that the internal laws of the State of California and federal law would govern the provisions of the Transaction Documents and the transactions contemplated thereby.

The foregoing opinions exclude the following matters as to which we expressly decline, with your permission, to render any opinion:

A.: The unenforceability under certain circumstances of choice of law provisions.
B.: The effect of introduction of extrinsic evidence to modify the terms or the interpretation of a written agreement.
C.: The Company's compliance or non-compliance with (i) antifraud provisions of applicable Federal or state securities laws, (ii) applicable federal or state antitrust laws and regulations, (iii) unfair competition or trade practice laws and regulations, (iv) pension and employee benefit laws and regulations, or (v) the limitations imposed by Chapter 5 of the California Corporations Code relating to the repurchase by a corporation of its capital stock.
D.: The effect of any Federal or state law pertaining to your legal or regulatory status, the nature of your business, or legality of this investment.
E.: The effect or availability of rules of law governing equitable remedies, injunctive relief or specific performance, regardless of whether any such remedy is considered in a proceeding at law or in equity; and the effect of judicial decisions which have held that certain provisions are unenforceable when their enforcement would violate the implied covenant of good faith and fair dealing, or would be commercially unreasonable, or where breach of such provisions is not material; and the unenforceability under certain circumstances of provisions to the effect that failure to exercise or delay in exercising any right or remedy will not operate as a waiver of that right or remedy.
F.: The effect of California Civil Code Section 1671, which provides in part that a contractual provision liquidating the damages for breach of contract in a commercial transaction will be invalid if it is established that the provision was "unreasonable" under the circumstances existing at the time the contract was made.
G.: The effect of California Civil Code Section 1670.5, which provides that a court may refuse to enforce, or may limit the application of, a contract or any clause thereof which the court finds as a matter of law to have been unconscionable at the time it was made.
H.: The effect of Section 1698 of the California Civil Code, which provides in part that provisions of any instrument or agreement that may only be waived in writing will not be enforced to the extent that an oral agreement has been executed modifying provisions of such instrument or agreement.
I.: The effect of California laws relating to usury or permissible rates of interest upon the transactions contemplated by the Transaction Documents.
J.: The unenforceability under certain circumstances of provisions regarding indemnification.
K.: Any opinion with respect to any documents or instruments referenced in the Purchase Agreement, except for the Purchase Agreement itself and the Transaction Documents as set forth in Exhibits B through D to the Purchase Agreement; with respect to past, present or

future fair market value of any securities; or with respect to whether enough remaining authorized but unissued shares of Common Stock will be available at a future time for exercise of Warrants.

The foregoing opinions speak as of the date hereof only. We expressly decline any undertaking to advise you of any matters arising subsequent to the date hereof which would cause use to amend any portion of the foregoing in whole or in part.

The foregoing opinions are being furnished to you solely for your benefit in connection with the transactions described above and may not be relied upon by any other person, nor may copies be delivered to any other person, without our prior written consent.

		Very truly yours,
		/s/ YOCCA PATCH & YOCCA, LLP Yocca Patch & Yocca, LLP

Attachment A

Purchaser		Shares
Basso Eq Op Hid Fund LTD		70,000
Basso Multi Strategy Hldg Fund Ltd		180,000
Truk Opportunity Fund, LLC		295,750
Truk International Fund, LLC		29,250
OTAPE Investments LLC		124,224
AS Capital Partners, LLC		124,224
Langley Capital		250,000
Redwood Partners II, LLC		62,112
SRG Capital, LLC		186,335
Penn Footwear		168,789
Omicron Capital Master Trust		248,447
Bristol Investment Fund, Ltd		248,447
Professional Traders Fund, LLC		124,224
RHP Master Fund, LLC		372,671

Appendix A

1.: Share Exchange Agreement dated October 26, 2000 among the Registrant, Productivity Enhancement Products, Inc. ("PEP") and the Shareholder of PEP (excluding disclosure schedules), which is incorporated by reference to the Registrant's Current Report on Form 8-K filed November 13, 2000.
2.: Registration Rights Agreement dated October 26, 2000 between the Registrant and the Shareholder of PEP, which is incorporated by reference to the Registrant's Current Report on Form 8-K filed November 13, 2000.
3.: Articles of Incorporation, as amended which is incorporated by reference to registrant's Current Report on Form 8-K, Date of Event July 11, 1988.
4.: By-laws, as amended, which is incorporated by reference to Registrant's Current Report on Form 8-K, Date of Event July 11, 1988
5.: Lease for Premises at 7321 Lincoln Way, Garden Grove, California, dated June 19, 1997 as incorporated by reference to Registrant's Annual Report on Form 10-KSB for the year ended February 29, 1996.
6.: 1996 Stock Option Plan as incorporated by reference to Registrant's Annual Report on Form 10-KSB for the year ended February 29, 1996.*
7.: 1985 Stock Option Plan, as amended and incorporated by reference to Registrant's Annual Report on Form 10-KSB for the year ended February 28, 1994.
8.: Form of Indemnification Agreement with officers and directors as incorporated by reference to Registrant's Annual Report on Form 10-KSB for the year ended February 28, 1994.
9.: Loan and Security Agreement between Silicon Valley Bank and DPAC Technologies Corp. dated August 30, 2002 incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed October 14, 2003.
10.: Amendment to Loan and Security Agreement between Silicon Valley Bank and DPAC Technologies Corp. dated June 25, 2003 incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed October 14, 2003.
11.: Employment Agreement dated June 7, 2001 between Registrant and Edward G. Bruce, incorporated by reference to the Registrant's Current Report on Form 8-K filed December 23, 2003.
12.: Departure Agreement dated December 18, 2003 between Registrant and Edward G. Bruce, incorporated by reference to the Registrant's Current Report on Form 8-K filed December 23, 2003.
13.: Employment Agreement dated June 7, 2001 between Registrant and William M. Stowell.
14.: Employment Agreement dated June 7, 2001 between Registrant and John Sprint.

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SECURITIES PURCHASE AGREEMENT
EX-14.1 8 a2137385zex-14_1.htm EXHIBIT 14.1
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Exhibit 14.1

CODE OF BUSINESS CONDUCT AND ETHICS
DPAC Technologies Corp.

Introduction

This Code of Business Conduct and Ethics provides an outline of a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles that apply to DPAC's chief executive officer, chief financial officer, controller, directors and all employees of DPAC. The Company has adopted other policies covering the subjects discussed in this policy statement. The specific terms of the detailed policy statements must be followed. All of our employees must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. The Code should also be provided to and followed by the Company's agents and representatives, including consultants.

If a law conflicts with a policy in this Code, you must comply with the law. However, if a local custom or policy conflicts with this Code, you must comply with this Code. If you have any questions about these conflicts, you should ask your supervisor how to handle the situation.

Those who violate the standards in this Code will be subject to disciplinary action up to and including termination. If you are in a situation that you believe may violate or lead to a violation of this Code, follow the guidelines described in Section 12 of this Code.

1.: Compliance with Laws, Rules and Regulations

Obeying the law, both in letter and in spirit, is the foundation upon which this Company's ethical standards are built. All employees must respect and obey the laws of the cities, states and countries in which we operate. The Company and its employees are subject to all applicable governmental laws, rules and regulations, including those of the U.S. Securities and Exchange Commission. Although not all employees are expected to know the details of these laws, it is important to know enough to determine when to seek advice from supervisors, managers or other appropriate personnel. The Company requires officers and, as determined by the Board of Directors, employees and others to certify to their commitment to ethics policies. Such a certificate represents a further commitment to understanding and following the Company's ethics standards and policies. The Company also holds mandatory information and training sessions to promote compliance with laws, rules and regulations, including insider-trading laws.

2.: Honest and Ethical Conduct

The Company requires honest and ethical conduct, including in the ethical handling of actual or apparent conflicts and potential conflicts of interest and issues arising in personal or professional relationships. A "conflict of interests" exists when a person's private interest interferes in any way with the interests of the Company. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. Conflict of interests may also arise when an employee, officer or director, or any member of his or her family, receives improper personal benefits as a result of his or her position in the Company. Loans to, or guaranties of obligations of directors, employees and their family members are not permitted as they may create a conflict of interest.

It is almost always a conflict of interests for a Company employee or director to work simultaneously for a competitor, customer or supplier. You are not allowed to work for a competitor as a consultant or board member. The best policy is to avoid any direct or indirect business connection with our customers, suppliers or competitors, except on our behalf. Conflict of interests is prohibited as a matter of Company policy, except under guidelines approved by the Board of Directors. Conflict of interests may not always be clear-cut, so if you have a question, you should consult with higher levels of management or the Company's Chief Financial Officer. Any employee, officer or director who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager or other appropriate personnel or consult the procedures described in Section 12 of this Code.

3.: Insider Trading

Employees who have access to confidential information are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of our business. All non-public information about the Company should be considered confidential information. To use non-public information for personal financial benefit or to "tip" others who might make an investment decision on the basis of this information is not only unethical but also illegal. If you have any questions, please consult the Company's Chief Financial Officer.

The Company has adopted an extensive insider trading policy that must be followed.

4.: Corporate Opportunities

Employees, officers and directors are prohibited from taking for themselves personally, opportunities that are discovered through the use of corporate property, information or position without the express, prior, written consent of the Board of Directors. No employee may use corporate property, information, or position for improper personal gain, and no employee may compete with the Company directly or indirectly. Employees, officers and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

5.: Competition and Fair Dealing

We seek to outperform our competition fairly and honestly. We seek competitive advantages through superior performance, never through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owner's consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each employee should endeavor to respect the rights of and deal fairly with the Company's customers, suppliers, competitors and employees. No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.

To maintain the Company's valuable reputation, compliance with our quality processes and requirements is essential. In the context of ethics, quality requires that our products and services be designed and manufactured to meet our obligations to customers. All inspection and testing documents must be handled in accordance with all applicable regulations.

The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with customers. No gift or entertainment should ever be offered, given, provided or accepted by any Company employee, family member of an employee or agent unless it: (1) is not a cash gift, (2) is consistent with customary business practices, (3) is not excessive in value, (4) cannot be construed as a bribe or payoff, and (5) does not violate any law or regulation. Please discuss with your supervisor any gifts or proposed gifts that you are not certain are appropriate.

6.: Record-Keeping

The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. For example, only the true and actual number of hours worked should be reported. Many employees regularly use business expense accounts, which must be documented and recorded accurately. If you are not sure whether a certain expense is legitimate, ask your supervisor or your controller. Rules and guidelines are available from the Accounting Department.

All of the Company's books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company's transactions and must conform both to applicable legal requirements and to the Company's system of internal controls. Unrecorded or "off-the-books" funds or assets should not be maintained unless permitted by applicable law or regulation.

Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people or companies that can be misunderstood. This applies equally to e-mail, internal memos, and formal reports.

Records should always be retained or destroyed according to the Company's record retention policies. In accordance with those policies, in the event of litigation or a governmental investigation, immediately halt any destruction of related documents and immediately consult the Company's Chief Financial Officer.

7.: Confidentiality

Employees must maintain the confidentiality of confidential information entrusted to them by the Company or its customers, except when the Chief Financial Officer authorizes disclosure or required by laws or regulations. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. It also includes information that suppliers and customers have entrusted to us. The obligation to preserve confidential information continues even after employment ends.

8.: Protection and Proper Use of Company Assets

All employees should endeavor to protect the Company's assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company's profitability. Any suspected incident of fraud or theft should be immediately reported to your supervisor for investigation. Company equipment should not be used for non-Company business, though incidental personal use may be permitted.

The obligation of employees to protect the Company's assets includes protecting its proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Company policy. It could also be illegal and result in civil or even criminal penalties.

9.: Payments to Government Personnel

The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country.

In addition, the U.S. government has a number of laws and regulations regarding business gratuities that may be accepted by U.S. government personnel. The promise, offer or delivery to an official or employee of the U.S. government of a gift, favor or other gratuity in violation of these rules would not only violate Company policy but could also be a criminal offense. State and local governments, as well as foreign governments, may have similar rules. The Company's Chief Financial Officer can provide guidance to you in this area.

10.: Waivers of the Code of Business Conduct and Ethics

Any waiver of this Code for executive officers or directors may be made only by the Board of Directors or an authorized Board committee and will be promptly disclosed as required by law or stock exchange regulation.

11.: Reporting any Illegal or Unethical Behavior

Employees are encouraged to talk to supervisors, managers or other appropriate personnel about observed illegal or unethical behavior and when in doubt, about the best course of action in a particular situation. It has been the policy of the Company not to allow retaliation for reports of misconduct by others made in good faith by employees. This policy is also enforced by the newly adopted Sarbanes-Oxley Act of 2002, which discusses protection of whistleblowers.

It is the concern and the welfare of the Company to reach out to all of our employees who are confronted with troubling legal or ethical problems. National Hotlines Services, Inc. is an outside, independent company that will act on your behalf. This is a professional service hotline that provides a complete channel for reporting situations of suspected misconduct within the Company with complete confidentiality. You do not even have to identify yourself by name when you place the phone call. Advertising posters are displayed throughout the building for your reference and privacy. Additional information is noted in Section 12.

12.: Compliance Procedures

We must all work to ensure prompt and consistent action against violations of this Code. However, in some situations it may be difficult to know right from wrong. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are the steps to keep in mind:

Make sure you have all the facts. In order to reach the right solutions, we must be as fully informed as possible.

Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense. If something seems unethical or improper, it probably is.

Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem.

Discuss the problem with your supervisor. This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the question, and will appreciate being brought into the decision-making process. Remember that it is your supervisor's responsibility to help solve problems. In the rare case where it may not be appropriate to discuss an issue with your supervisor, or where you do not feel comfortable approaching your supervisor with your question, you may discuss it locally with your manager or your human resources director.

National Hotline Services, Inc. is also available to employees who are confronted with troubling legal or ethical problems. NHS is an independent service that will act on your behalf to confidentially receive reports on a wide range of issues including suspected violations of laws, regulations, policies, procedures and standards of conduct. The Hotline Phone Number 1-800-826-6762, is your alternative channel available 24 hours a day, 7 days a week and you will have not only complete freedom from retaliation but also anonymity as you need not identify yourself by name when you phone. DPAC Technologies does not permit retaliation of any kind against employees for good faith reports of ethical violations. Advertising posters with the toll-free Hotline number are posted throughout the building.

Always ask first, act later. If you are unsure of what to do in any situation, seek guidance before you act

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CODE OF BUSINESS CONDUCT AND ETHICS DPAC Technologies Corp.
EX-23.1 9 a2137385zex-23_1.htm EXHIBIT 23.1
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Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 33-6659, 33-29615, 33-44807, 33-72922, 333-76161 and 333-61126 on Form S-8 and in Registration Statement Nos. 33-87704, 333-1847 and 333-50848 on Form S-3 of our report, dated May 28 2004, (which report expresses an unqualified opinion and includes an explanatory paragraph referring to a change in accounting principle) appearing in this Annual Report on Form 10-K of DPAC Technologies Corp. for the year ended February 29, 2004.

/s/ DELOITTE & TOUCHE LLP

Costa Mesa, California
May 28, 2004

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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
EX-31.1 10 a2137385zex-31_1.htm EXHIBIT 31.1
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Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, Creighton K. Early, certify that:

1. I have reviewed this annual report on Form 10-K of DPAC Technologies Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 28, 2004

/s/ CREIGHTON K. EARLY

Creighton K. Early
Chief Executive Officer

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Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
EX-31.2 11 a2137385zex-31_2.htm EXHIBIT 31.2
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Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, William M. Stowell, certify that:

1. I have reviewed this annual report on Form 10-K of DPAC Technologies Corp.;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 28, 2004

/s/ WILLIAM M. STOWELL

William M. Stowell
Vice President—Finance,
Chief Financial Officer, and Secretary

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Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
EX-32.1 12 a2137385zex-32_1.htm EXHIBIT 32.1
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Exhibit 32.1

Certification of CEO Pursuant to
18 U.S.C Section 1350,
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

I, Creighton K. Early, Chief Executive Officer of DPAC Technologies Corp. (the "Company"), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1): the Annual Report of the Company on Form 10-K for the period ended February 29, 2004, as filed with the Securities and Exchange Commission, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2): the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 28, 2004

/s/ CREIGHTON K. EARLY

Creighton K. Early
Chief Executive Officer

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Certification of CEO Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
EX-32.2 13 a2137385zex-32_2.htm EXHIBIT 32.2
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Exhibit 32.2

Certification of CFO Pursuant to
18 U.S.C Section 1350,
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

I, William M. Stowell, Chief Financial Officer of DPAC Technologies Corp. (the "Company"), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1): the Annual Report of the Company on Form 10-K for the period ended February 29, 2004, as filed with the Securities and Exchange Commission, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2): the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 28, 2004

/s/ WILLIAM M. STOWELL

William M. Stowell
Chief Financial Officer

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Certification of CFO Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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COMPANY:

BUYER:

/s/ CREIGHTON K. EARLY
Creighton K. Early
Chief Executive Officer, Director
(Principal Executive Officer)

/s/ RANDALL GREENE
Randall Greene
President & Chief Executive Officer