EXHIBIT 10.14

Exhibit 10.14


PACIFIC CIRCUITS, INC.

RETENTION BONUS PLAN


1. PURPOSE. The Retention Bonus Plan (the "PLAN") is intended
to provide certain designated employees of Pacific Circuits, Inc. (the
"COMPANY") with an ongoing incentive to remain in the employ of the Company.
The Plan has been implemented pursuant to Section 5.3 of the Stock Purchase
Agreement dated as of December 15, 1998 among Circuit Holdings, LLC, the
Company, Lewis O. Coley III and the other parties thereto. The Plan is
intended, for purposes of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), to constitute a bonus program as described in 29 CFR
Section 2510.3-2(c) excluded from the definition of "employee pension benefit
plan" under Section 3(2) of ERISA.

2. DEFINITIONS. For purposes of the Plan, the following
definitions shall be in effect:

"BANKRUPTCY LAW" means Title 11, United States Code, or any
similar federal, state or foreign law for the relief of debtors or any
arrangement, reorganization, assignment for the benefit of creditors or
any other marshalling of the assets and liabilities of the Company.

"BOARD" means the Company's Board of Directors.

"BUSINESS DAY" means each day other than Saturdays, Sundays and
days when commercial banks are authorized or required to be closed for
business in Seattle, Washington.

"CAUSE" means "Cause" as set forth in any employment agreement
applicable to the relevant Participant. In the absence of such an
agreement, "Cause" means the Participant has (i) been convicted of, or
entered a plea of no contest to, a felony or other crime involving moral
turpitude, (ii) committed a material act of fraud or dishonesty,
(iii) materially breached his fiduciary duties to the Company in a manner
which results in a material financial or reputational loss to the Company
or (iv) failed to perform in a material manner his properly assigned
duties after at least one written warning specifically advising the
Participant of his failure and providing him with ten days to resume
performance in accordance with his assigned duties.

"CHANGE IN CONTROL" means (i) the closing of a transaction the
result of which is that holders of the Common Stock prior to the
transaction or any of their affiliates cease to hold, directly or
indirectly, a majority of the Common Stock or a majority of the voting
securities of any other entity succeeding to the





Company's business and assets, (ii) a sale of 50% or more of the Common
Stock (other than a sale through an IPO or a sale to an affiliate),
(iii) the accumulation of a majority of the Common Stock by any person
who is not an affiliate of the stockholders of the Company or (iv) a
change in the composition of the Board so that a majority is not
elected by the stockholders of the Company as of the Effective Date
or their affiliates.

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

"COMMON STOCK" means the Company's authorized common stock, no par
value.

"CREDIT AGREEMENT" means the Credit Agreement among the Company,
Dresdner Bank AG and the other parties thereto, together with all
agreements, instruments and documents related thereto (including without
limitation any guarantee agreements and security documents), in each case
as such agreement, instrument or document may be amended, modified,
supplemented, renewed or replaced from time to time, including without
limitation any agreement or document extending the maturity of,
refinancing, replacing or otherwise restructuring all or any part of the
indebtedness or other obligations under such agreement, instrument or
document or any replacement or successor agreement, instrument or
document and whether by the same or any other agent, lender or group of
lenders.

"DISABILITY" means a condition pursuant to which a Participant
becomes incapacitated due to physical or mental illness and, in the good
faith determination of the Board, is unable to perform his assigned
duties and responsibilities and such condition continues, or, in the
opinion of a physician selected by the Board, is reasonably likely to
continue, for six consecutive months or for periods aggregating six
months during any twelve-month period.

"EFFECTIVE DATE" means December 11, 1998.

"GOOD REASON" means "Good Reason" as set forth in any employment
agreement applicable to the relevant Participant. In the absence of such
an agreement, "Good Reason" means a material reduction by the Company of
the Participant's salary or the failure of the Company to make any
material payment of compensation when due to the Participant after the
Participant has given the Company written notice of such reduction or
failure and a reasonable opportunity to cure.


2


"INDEBTEDNESS" of any Person means all obligations of such Person
for borrowed money or evidenced by bonds, notes, debentures or similar
instruments, and capitalized lease obligations.

"INTERIM BONUS CALCULATION" means, with respect to a Participant's
or the Special Participant's unpaid Retention Bonus (as adjusted, if
applicable, pursuant to Section 8(g)) as of any Interim Bonus Payment
Date, the hypothetical interest which would accrue on the principal
amount of such unpaid Retention Bonus (as adjusted, if applicable,
pursuant to Section 8(g)) at the rate of ten percent (10%) per annum
computed on the basis of a 365- or 366-day year, as appropriate, for the
actual number of days elapsed during the period, commencing on the most
recent prior Interim Bonus Payment Date or, with respect to the first
Interim Bonus Payment Date, commencing on the Effective Date and ending
on such Interim Bonus Payment Date. For purposes of making the Interim
Bonus Calculation, in the event that a Participant forfeits all or part
of such Participant's Retention Bonus, such amount shall be deemed to
have been forfeited (and the Special Participant's Retention Bonus shall
be deemed to be increased) as of the immediately preceding Interim Bonus
Payment Date or, with respect to the first period for which Interim Bonus
Calculation is calculated, as of the Effective Date.

"INTERIM BONUS PAYMENT DATE" means each June 30 and December 31
during the period commencing on the Effective Date and ending on the
Payment Date. The first Interim Bonus Payment Date shall be June 30,
1999.

"IPO" means an initial public offering of the Common Stock
registered under the Securities Act of 1933, as amended (the "SECURITIES
ACT").

"PAYMENT DATE" means the later of (a) to the extent the term of
the Credit Agreement has been extended in connection with a default or
anticipated default thereunder, the date which is one year and one day
after the indefeasible payment in full in cash of all amounts owing under
the Credit Agreement, and (b) December 31, 2006.

"PAYMENT RESTRICTION" means any restriction on payment of any
amount hereunder as a result of the application of the provisions of
Section 7.7 of the Credit Agreement or any similar provision contained in
the documents relating to the refinancing thereof.

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

3


"POST PETITION INTEREST" means interest at the contract rate
(including any rate applicable upon default) accrued or accruing after
the commencement of a Proceeding whether or not such interest is an
allowed claim enforceable against the debtor in a bankruptcy case under
Title 11 of the United States Code or whether or not such interest
accrues after the filing of such petition for purposes of such Title.

"REFINANCING DEBT" means any Indebtedness incurred to repay,
refinance or otherwise replace Indebtedness or obligations (including,
without limitation, commitments) under the Credit Agreement.

"SENIOR DEBT" means all obligations of the Company (including
without limitation contingent obligations with respect to undrawn letters
of credit issued under the Credit Agreement, any obligations owed with
respect to indemnification obligations, interest rate protection incurred
to satisfy the requirements of the Credit Agreement and commitment fees
and agency fees payable thereunder or pursuant thereto) (i) under the
Credit Agreement or (ii) with respect to Refinancing Debt (including in
each such case fees, expenses, claims, charges, indemnity obligations and
Post Petition Interest). Senior Debt outstanding under or in respect of
Senior Debt Documents shall continue to constitute Senior Debt
notwithstanding that such Senior Debt may be disallowed, avoided or
subordinated pursuant to any Bankruptcy Law or other applicable
insolvency law or equitable principles.

"SENIOR DEBT DOCUMENTS" means the Credit Agreement and any other
agreement, indenture, mortgage, guaranty, pledge, security agreement,
instrument or document evidencing or securing or otherwise relating to
Senior Debt or pursuant to which Senior Debt is incurred.

"SPECIAL PARTICIPANT" means Lewis O. Coley III. For the avoidance
of doubt, the term "Participant" shall not include the Special
Participant for any purpose hereunder.

3. PARTICIPATION. Each employee who has been designated by
the Board as a participant (a "PARTICIPANT") in the Plan and each such
Participant's retention bonus (the "RETENTION BONUS") is set forth on Exhibit A
attached hereto. Each Participant shall receive a Retention Bonus award letter
in the form attached hereto as Exhibit B. No individuals other than those
identified on Exhibit A and the Special Participant shall be entitled to
participate in the Plan. The Special Participant's Retention Bonus as of the
Effective Date shall be $0.

4


4. RETENTION BONUS. Subject to (i) in the case of a
Participant, the earlier forfeiture by such Participant of some or all of his
Retention Bonus and (ii) the existence of a Payment Restriction, the Company
shall pay to each Participant and the Special Participant the vested portion of
such Participant's or Special Participant's Retention Bonus on the Payment Date.

5. INTERIM BONUSES. Subject to (i) in the case of a
Participant, the earlier forfeiture by such Participant of some or all of his
Retention Bonus and (ii) the existence of a Payment Restriction, the Company
shall pay to each Participant and the Special Participant in cash on each
Interim Bonus Payment Date a bonus (the "INTERIM BONUS") equal to such
Participant's Interim Bonus Calculation calculated as of such Interim Bonus
Payment Date. Any Interim Bonus (or portion thereof) the payment of which is
prohibited hereunder due to the existence of a Payment Restriction shall not be
paid at such time. Rather, any such unpaid amount of Interim Bonus shall (i) be
added to such Participant's or Special Participant's Retention Bonus balance as
of such Interim Bonus Payment Date (and shall be factored into the calculation
of any subsequent Interim Bonus of the Participant or Special Participant as of
any subsequent Interim Bonus Payment Date), (ii) be paid in accordance with the
provisions in Section 4 and (iii) be deemed to be fully vested and
nonforfeitable for all purposes hereunder other than in the event of a
Participant's termination of employment for Cause.

6. ADDITIONAL PAYMENT RESTRICTION. If, at the scheduled time
of payment of any amount hereunder that is not subject to a Payment Restriction,
the Company determines that payment of all or part of such amount will not be
deductible by the Company pursuant to Section 162(m) of the Code, then such
amount, to the extent not deductible, shall not be required to be paid at such
time; PROVIDED, HOWEVER, that subject to the application of any Payment
Restriction, the Company shall pay to the applicable Participant or to the
Special Participant any such unpaid amount (in one or more installments, as
necessary) at such time as the Company determines that Section 162(m) of the
Code no longer prohibits the Company from deducting such payment. Any payment
which is restricted for by this Section 6 shall accrue interest at ten percent
(10%) per annum, compounded annually, until paid in full.

7. VESTING.

(a) PARTICIPANTS. Subject to Section 8, a Participant's
Retention Bonus shall become vested in accordance with the following schedule:

VESTING DATE AMOUNT VESTING CUMULATIVE VESTING
December 31, 1999 25% 25%
December 31, 2000 25% 50%
December 31, 2001 25% 75%


5


December 31, 2002 12 1/2% 87 1/2%
December 31, 2003 12 1/2% 100%

(b) SPECIAL PARTICIPANT. The Special Participant's Retention
Bonus (as such amount may be increased from time to time as provided herein)
shall at all times be 100% vested.

8. TERMINATION OF EMPLOYMENT.

(a) DEATH OR DISABILITY. If a Participant's employment
terminates by reason of death or Disability prior to the date on which the
Retention Bonus is fully vested, he will become fully vested in his Retention
Bonus.

(b) RESIGNATION OTHER THAN FOR GOOD REASON. If a Participant
resigns other than for Good Reason prior to the date on which the Retention
Bonus is fully vested, he will remain vested in only the vested portion of his
Retention Bonus and will forfeit the unvested portion.

(c) TERMINATION BY THE COMPANY OTHER THAN FOR CAUSE OR
RESIGNATION FOR GOOD REASON. If a Participant's employment is terminated by the
Company other than for Cause or the Participant resigns for Good Reason, in
either case prior to the date on which the Retention Bonus is fully vested, he
will be entitled to retain that portion of his Retention Bonus equal to the
greatest of (i) 33% of such Participant's Retention Bonus, (ii) a pro rata
portion of his Retention Bonus based on the number of days of service completed
on and after the date hereof and prior to December 14, 2003, and (iii) the
vested portion of such Participant's Rentention Bonus.

(d) TERMINATION FOR CAUSE. If a Participant's employment is
terminated by the Company for Cause prior to the Payment Date, he will forfeit
both the vested and unvested portions of his Retention Bonus.

(e) SPECIAL PARTICIPANT. The Special Participant's Retention
Bonus shall not be subject to forfeiture notwithstanding any termination of the
Special Participant's employment or other service relationship with the Company.

(f) NO ACCELERATED PAYMENT. No termination of a Participant's
employment and no termination of the Special Participant's employment or service
relationship will accelerate payment of the Retention Bonus to a time prior to
the Payment Date.

(g) EFFECT OF FORFEITURES. Any amount of Retention Bonus
forfeited by a Participant hereunder shall, without any further action, result
in a reduction in the


6


amount of such Participant's Retention Bonus and a corresponding increase in
the amount of the Special Participant's Retention Bonus as of the date of
such forfeiture.

9. EFFECT OF A CHANGE IN CONTROL. In the event of a Change in
Control (but not an IPO), notwithstanding the provisions of Section 4 hereof,
the Company shall pay to each Participant 50% of such Participant's unforfeited
Retention Bonus. In connection with such Change in Control, the selling
stockholders shall require, as a condition to the consummation of such Change in
Control, that, (i) upon such consummation, the Company deposit into a trust or
an escrow or similar account an amount reasonably calculated to equal on the
second anniversary of the Change in Control the remaining 50% of the aggregate
Retention Bonus payable to all Participants and the Special Participant and the
Company shall have no further right, title and interest to the amount so
deposited (other than to the extent such amount exceeds, on the second
anniversary of the Change in Control, the amount necessary to pay all Retention
Bonuses remaining unpaid as of such date) and (ii) upon the second anniversary
of the Change in Control, the Company shall pay to each Participant from the
trusteed or escrowed funds the remaining 50% of such Participant's Retention
Bonus. Following a Change in Control, each Participant shall (x) become vested
in the remaining 50% of his Retention Bonus upon the second anniversary thereof
and (y) continue to be paid his Interim Bonuses in accordance with Section 5
hereof, subject, in each case, to the provisions of Section 8. In addition, in
the event that, within six months following a Change in Control, a Participant's
employment is terminated by the Company other than for Cause, then such
Participant's Retention Bonus shall become fully vested and be paid as promptly
as practicable after such termination of employment.

SUBORDINATION. (a) PLAN OBLIGATIONS SUBORDINATED TO
SENIOR DEBT. The obligations of the Company represented by this Plan and all
other payments with respect to or on account of this Plan are hereby
expressly made subordinate and subject in right of payment to the prior
payment in full in cash of all indebtedness of the Company under the Credit
Agreement. For purposes of this Section 10, the indebtedness of the Company
under the Credit Agreement shall not be deemed to have been paid in full
until the termination of all commitments or other obligations by any holder
of any interest in the Credit Agreement and unless all such holders shall
have received indefeasible payment in full in cash of all obligations under
or in respect of the indebtedness of the Company under the Credit Agreement.

(b) DISSOLUTION; LIQUIDATION; BANKRUPTCY; ACCELERATION. In the
event of (i) any insolvency or bankruptcy case or proceeding, or any
receivership, liquidation, reorganization or other similar proceeding in
connection therewith, relative to the Company or any of its assets, or (ii) any
liquidation, dissolution or other winding up of the Company, whether voluntary
or involuntary or whether or not involving insolvency or bankruptcy, or
(iii) any assignment for the benefit of creditors or any other


7


marshalling of assets or liabilities of the Company, or (iv) the acceleration
of the Senior Debt by reason of the occurrence of a default or an event of
default thereunder (each such event, if any, herein sometimes referred to as
a "PROCEEDING"), or (v) a default in the payment of any Senior Debt at
maturity (whether by acceleration or otherwise):

(i) The holders of all Senior Debt shall first be entitled to
receive payment in full in cash of all Senior Debt before any direct or
indirect payment may be made hereunder;

(ii) Any payment to which any Participant or the Special
Participant would be entitled except for the provisions of this Section
10 shall be paid by the liquidating trustee or agent or other person
making such payment, whether a trustee in bankruptcy, a receiver or
liquidating trustee or other trustee or agent, directly to the holders of
Senior Debt or their representative or representatives, or to the trustee
or trustees under any indenture under which any instrument evidencing any
of such Senior Debt may have been issued for application to the payment
or prepayment of Senior Debt, to the extent necessary to make payment in
full of all Senior Debt remaining unpaid, after giving effect to any
concurrent payment or distribution to the holders of such Senior Debt.

(iii) The holders of Senior Debt are hereby irrevocably
authorized and empowered (in their own names or in the name of each
Participant and the Special Participant or otherwise), but shall have no
obligation, to demand, sue for, collect and receive every payment or
distribution referred to in subparagraph (ii) above and give acquittance
therefor and to file claims and proofs of claim and take such other
action (including, without limitation, voting the amounts owing
hereunder) as they may deem necessary or advisable for the exercise or
enforcement of any of the rights or interests of the holders of Senior
Debt hereunder; PROVIDED, HOWEVER, that the holders of Senior Debt shall
not file any such claim or proof of claim referred to in this
Section 10(b)(iii) unless the Participant or the Special Participant, as
the case may be, shall fail to file a proper claim, or proof of claim, in
the form or forms required, prior to 5 Business Days before the
expiration of the time to file such claim or claims.

(iv) Each Participant and the Special Participant shall duly and
promptly take such action as the holders of Senior Debt may reasonably
request to execute and deliver to the holders of Senior Debt such powers
of attorney, assignments, or other instruments as the holders of Senior
Debt may request in order to enable the holders of Senior Debt to enforce
any and all claims with respect to the amounts owing hereunder.

(v) In the event that notwithstanding the foregoing provisions
of this Section 10(b), any payment shall be received hereunder by a
Participant or the


8


Special Participant before all Senior Debt is indefeasibly paid in
full, such payment or distribution shall be received and held in trust
for, and shall be paid over (in the same form as so received, to the
extent practicable, and with any necessary endorsement) to the holders
of the Senior Debt remaining unpaid or their representative or
representatives, or to the trustee or trustees under any such indenture
or agreement under which any Senior Debt may have been issued, for
application to the payment or prepayment of Senior Debt, until all
Senior Debt shall have been indefeasibly paid in full in cash, after
giving effect to any concurrent payment or distribution to the
holders of such Senior Debt.

(c) SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS OF
THE COMPANY OR HOLDERS OF SENIOR DEBT. No right of any present or future
holders of any Senior Debt to enforce subordination as provided herein will at
any time in any way be prejudiced or impaired by any act or failure to act on
the part of the Company or by any act or failure to act by any such holder, or
by any act, failure to act or noncompliance by the Company, the holders of
Senior Debt or their respective agents with the terms of this Plan, regardless
of any knowledge thereof which any such holder or the Company may have or
otherwise be charged with. No amendment, waiver or other modification of this
Plan shall in any way adversely affect the rights of the holders of any Senior
Debt under this Section 10 unless such holders of Senior Debt consent in writing
to such amendment, waiver or modification. The provisions of this Section 10
are intended for the benefit of and shall be enforceable directly by the holders
of the Senior Debt.

(d) FURTHER ASSURANCES. Each Participant, the Special
Participant and the Company each will, at the Company's expense and at any time
and from time to time, promptly execute and deliver all further instruments and
documents, and take all further action, that may be necessary or desirable, or
that the holders of Senior Debt may request, in order to protect any right or
interest granted or purported to be granted hereby or to enable the holders of
Senior Debt to exercise and enforce their rights and remedies hereunder.

(e) OBLIGATIONS HEREUNDER NOT AFFECTED. All rights and
interests of the holders of Senior Debt hereunder, and all agreements and
obligations of the Participants, the Special Participant and the Company
under this Section 10, shall remain in full force and effect irrespective of
(i) any lack of validity or enforceability of the Credit Agreement or any
other Senior Debt Document, (ii) any change in the time, manner or place of
payment of, or in any other term of, all or any of the Senior Debt, or any
other amendment or waiver of or any consent to any departure from the Credit
Agreement or any other Senior Debt Document, including, without limitation,
any increase in the Senior Debt resulting from the extension of additional
credit to the Company or any of its Subsidiaries or otherwise, (iii) any
taking, exchange, release or non-perfection of any collateral, or any taking,
release, amendment or waiver of or consent to departure from any guaranty,
for all or any of the Senior Debt, (iv) any manner of application of

9


collateral, or proceeds thereof, to all or any of the Senior Debt, or any
manner of sale or other disposition of any collateral for all or any of the
Senior Debt or any other assets of the Company or any of its subsidiaries,
(v) any change, restructuring or termination of the corporate structure or
existence of the Company or any of its subsidiaries or (vi) any other
circumstance which might otherwise constitute a defense available to, or a
discharge of, the Company or a subordinated creditor.

10. MISCELLANEOUS.

(a) PLAN ADMINISTRATION. The Board shall have full
discretionary authority to administer and interpret the Plan. All such
determinations by the Board shall be final, binding and conclusive upon all
persons.

(b) OBLIGATIONS UNFUNDED. All payments under the Plan will be
paid from the general assets of the Company. Except as may be required by
Section 9, the Company will not establish any trust or escrow to fund the
payment of the Retention Bonuses or the Interim Bonuses. No Participant or
Special Participant (or beneficiary or estate of any of them) shall have any
preferred claim on, or any beneficial ownership interest in, any assets of the
Company, and any rights created under the Plan and the Retention Bonus award
letters shall be mere unsecured contractual rights of Participants and the
special Participant against the Company.

(c) NO TRANSFER. The payments provided under the Plan are not
assignable or transferable. However, should a Participant or the Special
Participant die prior to receipt of all or any portion of the Retention Bonus to
which he becomes entitled under the Plan, then that unpaid amount shall be paid
to the executor or administrator of that Participant's or Special Participant's
estate.

(d) SUCCESSORS. The terms and provisions of this Plan shall be
binding upon any successor to the Company or its assets.

(e) INTEGRATION. The Plan supersedes any and all prior
retention arrangements, programs or plans previously offered by the Company to
the Participants and the Special Participant.

(f) TAXES. To the extent the Company determines any such
withholding or payroll deductions are required, the Company will withhold taxes
and make all other applicable payroll deductions from any payment made pursuant
to the Plan.

(g) NO RIGHT TO EMPLOYMENT. No provision of the Plan is
intended to provide any Participant or the Special Participant with any right to
continue in the employ of the Company or otherwise affect the right of the
Company, which right is


10


hereby expressly reserved, to terminate the employment of any individual at
any time for any reason, whether or not for Cause.

(h) AMENDMENTS. No modification or amendment may be made to
the Plan without the prior written consent of Lewis O. Coley III, or in the
event of his death, by the personal representative of his estate, which
modification or amendment must be acceptable to Mr. Coley in his sole and
absolute discretion, and which consent may be unreasonably withheld.

(i) APPLICABLE LAW. This Plan shall be governed by the laws of
the State of Washington, without giving effect to the conflicts of laws
principles thereof.

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EXHIBIT A

PARTICIPANTS

PARTICIPANT NAME RETENTION BONUS

Gary Reinhart 1,650,000
George Dalich 1,250,000
Terry Schmelling 175,000
Steve Pointer 1,500,000
Tim Etringer 125,000
Gene Tasche 1,500,000
Troy Halter 150,000
Bill Bally 200,000
Pat Kofmahl 100,000
Joe Thomas 125,000
Bill Hyatt 125,000
Terry Brown 175,000
Tim Lyon 150,000
Val Bennett 125,000
Don Sanders 125,000
Eric Whitteaker 125,000
Don Hallam 100,000
Tim Minton 200,000
Ken Bradley 125,000
Ken McFadin 275,000
Ray MacDonald 125,000
Tam Gooch 150,000
Dale Turner 100,000
Alan Wiebe 100,000
Rhidian Grant 175,000
Sam Balander 100,000
Scott Krell 150,000
Ruth Schellenberg 100,000
Tim Nair 100,000


A-1



Delon Greenhouse 125,000
Tresa Smith 125,000
Tracy Roscher 100,000
Michael Stauffer 125,000
Dan White 100,000
Richard Hughes-Davis 100,000
Felix Chien 150,000
Lane Nissen 125,000
Chris Staley 125,000
Tom Radd 125,000
Nancy Stauffer 100,000
Anita Webster 150,000
Curtis Russell 150,000
Michael Gentry 100,000
Colleen Beckdolt 450,000
Ian Coley 450,000
-----------
$12,000,000


A-2


EXHIBIT B

PACIFIC CIRCUITS, INC.
17550 N.E. 67TH COURT
REDMOND, WA 98052


December ____, 1998


Dear Participant:

In recognition of your efforts and the contributions you have made
and the future contributions we hope you will continue to make as an employee of
Pacific Circuits, Inc. (the "COMPANY"), we are offering you the opportunity to
earn a special bonus (the "RETENTION BONUS") in the amount indicated below. The
Retention Bonus will be subject to the terms of the Retention Bonus Plan (the
"PLAN"), a copy of which is being delivered to you herewith. Pursuant to the
terms of the Plan, you will also be eligible to receive semi-annual bonuses
("INTERIM BONUSES") based on the value of your Retention Bonus.

By signing this letter you will be acknowledging and agreeing that
(i) you have received a copy of, and have read and understand, the Plan,
(ii) your Retention Bonus is subject to vesting and you may forfeit your
Retention Bonus in whole or in part upon your termination of employment under
circumstances described in Section 8 of the Plan, (iii) your Retention Bonus
will not be paid to you until the Payment Date (as defined in the Plan),
(iv) payment of your Retention Bonus and your Interim Bonuses may be mandatorily
deferred (with interest) under certain circumstances more fully described in the
Plan and (v) all amounts payable under the Plan are expressly subordinated to
the Senior Debt (as defined in the Plan).

Please note that this letter is not intended as a guarantee of
continuing employment or as an employment contract governing any term or
condition of your at-will employment with the Company, but as an incentive to
you to continue to work for the Company and in appreciation of your service.


B-1



In order to acknowledge your acceptance of your Retention Bonus
subject to the terms of the Plan and to confirm that you agree to be bound by
the terms of the Plan please sign on the line provided below.

PACIFIC CIRCUITS, INC.


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


ACKNOWLEDGED AND AGREED:


Print Name:--------------------


Retention Bonus: $[ ]

B-2