ASSET PURCHASE AGREEMENT

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



                                     AMONG





                                 SMT PARTNERS,





                       SIERRA MICROWAVE TECHNOLOGY, LLC,





                      HEICO ELECTRONIC TECHNOLOGIES CORP.,





                                      AND





                          THE OTHER SIGNATORIES HERETO









                             AS OF DECEMBER 1, 2003













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                                LIST OF EXHIBITS



Exhibit A          -      Opinion of Counsel to Company



Exhibit B          -      Conveyance Documents



Exhibit C          -      Limited Liability Company Agreement



Exhibit D-1--D-4   -      Employment Agreements



Exhibit E          -      Registration Rights Agreement









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                               LIST OF SCHEDULES





Schedule 1.01(a)                        Schedule 3.12(b)

Schedule 1.01(c)                        Schedule 3.12(c)

Schedule 1.02                           Schedule 3.12(d)

Schedule 1.04                           Schedule 3.13

Schedule 3.01                           Schedule 3.13(c)

Schedule 3.03(a)                        Schedule 3.14

Schedule 3.05                           Schedule 3.15

Schedule 3.07(a)                        Schedule 3.16

Schedule 3.07(c)                        Schedule 3.17(a)

Schedule 3.07(d)                        Schedule 3.17(b)

Schedule 3.07(e)                        Schedule 3.17(c)

Schedule 3.08(a)                        Schedule 3.17(d)

Schedule 3.08(b)                        Schedule 3.17(e)

Schedule 3.08(c)                        Schedule 3.17(g)

Schedule 3.08(d)                        Schedule 3.18

Schedule 3.08(e)                        Schedule 3.20(b)

Schedule 3.08(g)                        Schedule 3.20(d)

Schedule 3.09(a)                        Schedule 3.20(e)

Schedule 3.09(b)                        Schedule 3.21

Schedule 3.10(1)                        Schedule 4.03

Schedule 3.10(2)                        Schedule 5.01

Schedule 3.11                           Schedule 6.05

Schedule 3.12(a)                        Schedule 7.01(c)















































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                            ASSET PURCHASE AGREEMENT



         This ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered

into on December 4, 2003, and shall be effective as of December 1, 2003, by and

among (i) Sierra Microwave Technology, LLC, a Delaware limited liability

company (the "Buyer"), (ii) SMT Partners, a Texas partnership (the "Company"),

(iii) the owners of Company and other parties executing this Agreement (the

"Owners") and (iv) HEICO Electronic Technologies Corp. ("HEICO").



                                    RECITALS



         A.     Pursuant to Article 5.17 of the Texas Business Corporation Act

("Texas Act"), prior to the Closing, the Company was converted ("Conversion")

from a corporation (Sierra Microwave Technology, Inc., a Texas corporation) to

a Texas partnership by operation of law and succeeded to all of the assets and

liabilities of Sierra Microwave Technology, Inc., a Texas corporation.



         B.     Buyer and HEICO desire for Buyer to purchase substantially all

of Company's assets.



         C.     Prior to Closing, HEICO owns all of the equity interests of

Buyer and enters into this Agreement for the purpose of making the

representations and warranties set forth herein and making the covenants and

agreements of HEICO set forth herein.



         D.     Upon the terms and subject to the conditions of this Agreement,

Company, HEICO and Buyer desire to enter into this transaction, as a result of

which, among other things, HEICO will own 80.1% of the Buyer and Company will

own 19.9% of the Buyer (after the contribution by Company to the capital of

Buyer of an interest in its assets).



         E.     The Owners in the aggregate own (directly and/or indirectly,

legally and/or beneficially) all of the equity interests of Company and are

entering into this Agreement for the purposes of making the representations and

warranties set forth herein and joining in the covenants and agreements of the

Owners set forth in this Agreement.



                                   AGREEMENT



         NOW, THEREFORE, in consideration of the premises and of the mutual

covenants contained herein, the parties agree as follows:



                                   ARTICLE I

                          SALE AND PURCHASE OF ASSETS



         1.01   Sale and Purchase of Assets; Excluded Assets.



                (a)     Assets. On the terms and subject to the conditions of

this Agreement, at the Closing referred to in Section 2.01, Company shall sell,

contribute, convey, assign, transfer and deliver to Buyer, and Buyer shall

purchase, acquire and accept delivery of, all right, title and interest in and

to all Assets, other than the Excluded Assets. It is specifically understood

and







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agreed by the parties hereto that Buyer is acquiring, and Company is both

selling to Buyer and contributing to its capital, all of the tangible and

intangible assets attributable to or Used by Company in its business, except

the Excluded Assets. Schedule 1.01(a) sets forth a list of certain Excluded

Assets.



                (b)     Method of Conveyance. The sale, transfer, conveyance,

assignment and delivery by Company of the Assets to Buyer in accordance with

Section 1.01(a) shall be effected at the Closing Date by Company's execution

and delivery to Buyer of one or more bills of sale, assignments and other

conveyance instruments with respect to Company's transfer of Intangible Rights,

real property interests (including a general warranty deed) and other Assets in

form and scope reasonably satisfactory to Buyer (collectively the "Conveyance

Documents"). At the Closing, Company shall transfer, convey, assign and deliver

good, valid and indefeasible title to all of the Assets to Buyer pursuant to

the Conveyance Documents, free and clear of any and all Liens whatsoever other

than the Permitted Exceptions with respect to the Real Property.



                (c)      Assumed Obligations. At the Closing, Buyer shall

assume, and agree to satisfy and discharge as the same shall become due, only

Assumed Obligations. Schedule 1.01(c) sets forth a list of certain Assumed

Obligations.



                (d)     Excluded Obligations. Notwithstanding anything to the

contrary set forth herein, in no event shall Buyer assume or be responsible for

or be required to pay, perform or discharge any liability, obligation, debt,

cost, expense or commitment of Company, whether absolute or contingent, accrued

or unaccrued, asserted or unasserted, or otherwise, which is an Excluded

Obligation, all of which shall be retained by Company. Company further agrees

to satisfy and discharge as the same shall become due all obligations and

liabilities of Company not specifically assumed by Buyer hereunder, provided

that the Company may in good faith reasonably contest its liability under any

of these obligations.



                (e)     Rights. To the extent that any of the Assets or any

claim, right or benefit arising under or resulting from such Assets

(collectively, the "Rights") is not capable of being transferred without the

approval, consent or waiver of any third Person, or if the transfer of a Right

would constitute a breach of any obligation under, or violation of, any

applicable law unless the approval, consent or waiver of such third Person is

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