ASSET PURCHASE AGREEMENT

Exhibit 10.2

ASSET PURCHASE AGREEMENT

     This Asset Purchase Agreement (this “ Agreement ”) is made as of December 9, 2008 (the “ Effective Date ”), by and among Delta Design Singapore PTE. LTD., formed pursuant to the laws of the Republic of Singapore (“ Buyer ”), on the one hand, and Dover German Intra-Group Service GmbH, a limited liability company formed pursuant to the laws of the Federal Republic of Germany (“ German Seller ”), Delaware Capital Formation, Inc., a Delaware corporation ( “ US Seller ” ), Dover Global Trading PTE. LTD., formed pursuant to the laws of the Republic of Singapore (the “ Company ”) and Dover Electronic Technologies, Inc., a Delaware corporation (“ Parent ”) on the other hand. Each of German Seller, US Seller, the Company and Parent is sometimes referred to herein individually as “ Seller ” and collectively as “ Sellers ”. Buyer and Sellers are sometimes individually referred to herein as a “ Party ” and collectively as “ Parties .”

RECITALS

     WHEREAS, the Company is engaged in, and the Assets (as defined herein) to be purchased from the Company pursuant to this Agreement are used in, the business of the manufacture, sale and service of gravity-fed and in-strip semiconductor test handlers and related products as conducted by a division of the Company under the name “Rasco” and variants thereof, including, but not limited to, “Rasco Automation Asia” (the “ Business ”);

     WHEREAS, Buyer desires to purchase the Assets and assume the Assumed Liabilities (as defined herein) of the Business, as more particularly described herein, and such transaction shall be consummated concurrent with the closing of the Share Purchase Agreement (as defined below);

     WHEREAS, German Seller is the sole shareholder of Rasco GmbH, a limited liability company organized under the laws of the Federal Republic of Germany (the “ German Company ”) and US Seller is the sole shareholder of Rosenheim Automation Systems Corporation, a California corporation (“ US Company ”); and

     WHEREAS, concurrent with the execution of this Agreement, Buyer desires to purchase and Sellers desire to sell all the outstanding shares of capital stock of the US Company and the German Company pursuant to that certain Share Purchase and Transfer Agreement dated as of December 5, 2008 (the “ Share Purchase Agreement ”).

     NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING THE PARTIES HEREBY AGREE AS FOLLOWS:

AGREEMENT

     The parties, intending to be legally bound, agree as follows:

1. DEFINITIONS

     For purposes of this Agreement, the following terms have the meanings specified or referred to in this Section 1, and any terms not defined herein shall have the meanings specified in the Share Purchase Agreement:

     “ Agreement ”— as defined in the initial paragraph of this Agreement.

     “ AP Disclosure Schedule ” — the AP Disclosure Schedule delivered by Company to Buyer concurrently with the execution and delivery of this Agreement.

     “ Applicable Contract ” — any Contract relating to the Business or Assets (a) under which the Company has or may acquire any rights or (b) under which the Company, or any Assets owned by it (or used by it pursuant to a written agreement) may become subject or bound to any obligation or liability.

     “ Assets ” — as defined in Section 2.1.

     “ Asset Closing Documents ”— as defined in Section 4.2.

     “ Assumed Liabilities ” — as defined in Section 2.5.

     “ Best Efforts ” — the efforts that a prudent Person desirous of achieving a result would use in similar circumstances to ensure that such result is achieved as expeditiously as reasonably possible; provided, however, that an obligation to use Best Efforts under this Agreement does not require the Person subject to that obligation to take actions that would result in a material adverse change in the benefits to such Person of this Agreement and the Contemplated Transactions.

     “ Breach ” — a “Breach” of a representation, warranty, covenant, obligation, or other provision of this Agreement or any instrument delivered pursuant to this Agreement will be deemed to have occurred if there is or has been any inaccuracy in or breach of, or any failure to perform or comply with, such representation, warranty, covenant, obligation, or other provision, as the case may be.

     “ Business ” — as defined in the Recitals of this Agreement.

     “ Buyer ” — as defined in the initial paragraph of this Agreement.

     “ Closing ” — as defined in Section 2.7.

     “ Closing Date ” — as defined in Section 2.7.

     “ Company ” — as defined in the initial paragraph of this Agreement.

     “ Company Proprietary Rights ” — any Proprietary Rights owned by or licensed to the Company and relating to the Business or otherwise used in the Business.

     “ Consent ” — any approval, consent, ratification, waiver, or other authorization (including any Governmental Authorization).

     “ Contemplated Transactions ” — all of the transactions contemplated by this Agreement and the Share Purchase Agreement, including, but not limited to:

          (a) the sale and transfer of the US Shares, the German Shares and the Assets by US Seller, German Seller and Company, respectively, to Buyer;

          (b) the performance by Buyer and Sellers of their respective covenants and obligations under this Agreement and the Share Purchase Agreement;

          (c) the execution and delivery of employment agreements with the managing directors as well as certain key employees of the Acquired Companies (as defined in the Share Purchase Agreement);

          (d) Buyer’s acquisition and ownership of the Shares and Assets;

          (e) the execution and delivery of the Transition Services Agreement;

          (f) the execution and delivery of the Turret Patent License; and

          (g) the execution and delivery of the Assumption of Liabilities Agreement.

     “ German Seller ” — as defined in the Recitals of this Agreement.

     “ Interim Balance Sheet ” — an unaudited combined balance sheet of US Company, German Company and the Business as at August 31, 2008.

     “ Knowledge ” — an individual will be deemed to have “Knowledge” of a particular fact or other matter if such individual is actually aware of such fact or other matter; and Sellers and the Company shall be deemed to have “Knowledge” of a particular fact or other matter if any of the following individuals has, or at any time had, Knowledge of such fact or other matter: Peter J. Marshall, Mark E. Miller, Alex Waldauf, Sabine Loferer, Bernhard Feil, Christian Hellmuth, Alfred Langer, David R. Van Loan, Christian Klimm, Roman Steiger and John Hartner.

     “ Material Adverse Effect ” — shall have the meaning ascribed to the term in the Share Purchase Agreement but only with respect to the Business.

     “ MCE Employees” — as defined in Section 5.2.

     “ Non MCE Employees” — as defined in Section 5.2.

     “ Notice of Termination” — as defined in Section 5.2.

     “ Notice of Transfer” — as defined in Section 5.2.

     “ Offer of Employment” — as defined in Section 5.2.

     “ Ordinary Course of Business ” — an action taken by a Person will be deemed to have been taken in the “Ordinary Course of Business” only if:

          (a) such action is consistent with the past practices of such Person and is taken in the ordinary course of normal operations of such Person; and

          (b) such action is not required to be authorized by the board of directors of such Person (or by any Person or group of Persons exercising similar authority) and is not required to be specifically authorized by the parent company (if any) of such Person.

     “ Properties ” — the leasehold properties, details of which are set out in Section 3.3 of the AP Disclosure Schedule.

     “ Purchase Price ” — as defined in Section 2.3.

     “ Related Person ” — with respect to a particular individual:

          (a) each other member of such individual’s Family (as defined below);

          (b) any Person that is directly or indirectly controlled by such individual or one or more members of such individual’s Family;

          (c) any Person in which such individual or members of such individual’s Family hold (individually or in the aggregate) a Material Interest (defined below); and

          (d) any Person with respect to which such individual or one or more members of such individual’s Family serves as a director, officer, partner, executor, or trustee (or in a like capacity).

     With respect to a specified Person other than an individual:

          (a) any Person that directly or indirectly controls, is directly or indirectly controlled by, or is directly or indirectly under common control with such specified Person;

          (b) any Person that holds a Material Interest in such specified Person;

          (c) each Person that serves as a director, officer, partner, executor, or trustee of such specified Person (or in a like capacity);

          (d) any Person in which such specified Person holds a Material Interest;

          (e) any Person with respect to which such specified Person serves as a general partner or a trustee (or in a similar capacity); and

          (f) any Related Person of any individual described in clause (b) or (c).

For purposes of this definition, (a) the “ Family ” of an individual includes (i) the individual, (ii) the individual’s spouse, (iii) any parent, step-parent, sibling, child or step-child of such individual, (iv) mother-in law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of such individual, and (v) any other relative who is sharing a household with such individual, and (b) “ Material Interest ” means direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of voting securities or other voting interests representing at least 50% plus one vote of the outstanding voting power of a Person or equity securities or other equity interests representing at least 50% plus one vote of

the outstanding equity securities or equity interests in a Person, except in the case of a reference to any of the Sellers, in respect to each of which Material Interest shall mean direct or indirect beneficial ownership of voting securities or other voting interests representing at least 5% of the outstanding voting power of a Person or equity securities or other equity interests representing at least 5% of the outstanding equity securities or equity interests in a Person.

     “ Retained Liabilities ” — as defined in Section 2.6.

     “ Seller ” — as defined in the initial paragraph of this Agreement.

     “ Share Purchase Agreement ” — as defined in the Recitals of this Agreement.

     “ Subsidiary ” — with respect to any Person (the “ Owner ”), any corporation or other Person of which securities or other interests having the power to elect a majority of that corporation’s or other Person’s board of directors or similar governing body, or otherwise having the power to direct the business and policies of that corporation or other Person (other than securities or other interests having such power only upon the happening of a contingency that has not occurred) are held by the Owner or one or more of its Subsidiaries; when used without reference to a particular Person, “Subsidiary” means a Subsidiary of the Company.

     “ Tax ” — any and all current taxes and tax-related ancillary obligations under the laws of any jurisdiction, and any levy and any other charge including, but not limited to, all forms of taxation, duties, levies, imposts and social security charges, whether direct or indirect including, without limitation, corporate income tax, trade tax, real estate transfer tax, payroll taxes, wage withholding tax, national social security contributions and employee social security contributions, value added tax, customs and excise duties, capital tax and other legal transaction taxes, dividend withholding tax, land taxes, environmental taxes and duties and any other type of taxes or duties payable by virtue of any applicable national, regional or local law or regulation and which may be due directly or by virtue of joint and several liability in any relevant jurisdiction; together with any interest, penalties, surcharges or fines relating thereto, due, payable, levied, imposed upon or owed in any relevant jurisdiction; no matter how they are levied or determined.

     “ US Seller ” — as defined in the initial paragraph of this Agreement.

2. PURCHASE PRICE AND TRANSFER OF ASSETS AND LIABILITIES

     2.1 Transfer of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall purchase from the Company, and the Company shall sell, transfer, novate, assign, convey and deliver to Buyer, all of Company’s right, title and interest in and to the assets of the Business, including, without limitation, all of the assets, properties, rights, goodwill, contracts and claims of or associated with the operation of the Business, wherever located, whether tangible or intangible, real or personal, known or unknown, actual or contingent, as the same shall exist as of the Closing (such rights, title and interest in and to all such assets, properties, rights, contracts and claims, being collectively referred to herein as, the “ Assets ”). All right, title and interest to the Assets shall pass to Buyer upon deposit of the Purchase Price (as defined below) in the accounts of Sellers at Closing.

     2.2 Excluded Assets . Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of the Company (collectively, the “ Excluded Assets ”) are not part of the sale and purchase contemplated hereunder, are excluded from the Assets and shall remain the property of Seller after the Closing:

          (a) all cash in the bank accounts of the Company on the Closing Date including outstanding checks and deposits presented to the applicable depositing bank but not cleared, provided that any such outstanding check or deposit does in the ultimate clear;

          (b) any Company intercompany accounts receivable due from Related Persons for cross charges, advances or notes receivable, and current income Taxes receivable; and

          (c) all assets of the Company other than those used in or associated with the Business.

     2.3 Purchase Price . Purchase Price shall be as specified in the Share Purchase Agreement and allocated in accordance with Section 3.3 thereof. After the Closing, the parties shall make consistent use of the allocation specified in Section 3.3 of the Share Purchase Agreement for all Tax purposes and in all filings, declarations and reports with the IRS in respect thereof, including the reports required to be filed under Section 1060 of the Code. Buyer shall prepare and deliver IRS Form 8594 to Seller within ninety (90) days after the Closing Date to be filed with the IRS. In any Proceeding related to the determination of any Tax, neither Buyer nor the Sellers shall contend or represent that such allocation is not a correct allocation.

     2.4 Certain Provisions Relating to the Purchased Assets .

          (a) To the extent that a contract, permit or other asset which would otherwise be included within the definition of “Assets,” or any claim, right or benefit arising thereunder or resulting therefrom (each an “ Interest ” and collectively the “ Interests ”), is not capable of being sold, novated, assigned, transferred or conveyed without the approval, consent or waiver of the issuer thereof or the other party thereto, or any third person (including a Governmental Body), and such approval, consent or waiver has not been obtained prior to the Closing, or if such sale, novation, assignment, transfer or conveyance or attempted sale, novation, assignment, transfer or conveyance would constitute a Breach thereof or a violation of any law, decree, order, regulation or other governmental edict, this Agreement shall not constitute a sale, novation, assignment, transfer or conveyance thereof, or an attempted sale, novation, assignment, transfer or conveyance thereof.

          (b) Sellers and Buyer shall use their Best Efforts and shall cooperate to obtain all approvals, consents or waivers necessary to convey to Buyer each Interest as of the Closing. The failure to obtain any approval, consent or waiver necessary to convey any Interest to Buyer shall not affect the obligations of the parties to close hereunder. Subsequent to the Closing, Sellers, as applicable, shall execute and deliver any other instruments and take any actions, which may be reasonably required for the implementation of this Agreement and the transactions contemplated hereby. In addition, with respect to Material Contracts, Sellers (as applicable) and Buyer shall at Buyer’s sole discretion enter into mutually agreeable subcontracting or similar arrangements covering the period between Closing and the date on which Sellers obtain the

applicable third party’s (including, a Governmental Body) approval, consent, novation or waiver necessary to convey such Material Contract.

     2.5 Assumed Liabilities . Effective as of the Closing Date, Buyer shall assume and agree to discharge all liabilities of the Company associated with the Business (the “ Assumed Liabilities ”) with the exception of the Retained Liabilities as defined in Section 2.6.

     2.6 Retained Liabilities . The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by the Company. “ Retained Liabilities ” shall mean the following liabilities of the Company:

          (a) all corporate income taxes, trade taxes, dividend withholding taxes or any similar such taxes and any interest, penalties, surcharges or fines relating thereto (i) payable, accrued or that become payable or are incurred by the Company relating to periods prior to the Closing Date or (ii) assessed against the Company or Buyer as a result of the Contemplated Transactions or (iii) that result from activities or actions of the Sellers, Buyer or the Company following the Closing Date as a result of the Contemplated Transactions;

          (b) any liability under any Contract assumed by Buyer that arises after the Closing Date but that arises out of or relates to any Breach that occurred prior to the Closing Date, provided Sellers or the Company had Knowledge as of the Closing Date;

          (c) any liability under any Contract relating to Seller’s credit facilities or any security interest related thereto;

          (d) any liability accrued and payable prior to Closing under the Company’s Plans (as defined in the Share Purchase Agreement) in respect to Company’s employees or former employees or both;

          (e) any liability accrued and payable prior to Closing under any agreement with any employee of Company or any of its Related Persons in respect to employment, severance, retention or termination;

          (f) any liability arising out of or relating to any employee grievance existing and known by the Company prior to Closing;

          (g) any liability of Company to any shareholder or Related Person of Company or any shareholder;

          (h) any liability to indemnify, reimburse or advance amounts to any officer, director, employee or agent of Company (other than in respect to reimbursement of business-related expenses of general employees or agents of Business accrued in Ordinary Course of Business);

          (i) any liability to distribute to any of Company’s shareholders or otherwise apply all or any part of the consideration received hereunder;

          (j) any liability arising out of any Proceeding pending as of the Closing Date;

          (k) any liability arising out of any Proceeding commenced after the Closing Date and arising out of or relating to any occurrence or event happening prior to the Closing Date, provided Sellers or the Company had Knowledge of such occurrence or event as of the Closing Date;

          (l) any liability arising out of or resulting from Company’s noncompliance prior to Closing with any Legal Requirement or Order of any Governmental Body, provided Sellers or the Company had Knowledge of such noncompliance as of the Closing Date;

          (m) any liability of Company under this Agreement or any other document executed in connection with the Contemplated Transactions; and

          (n) any liability of Company based upon Company’s acts or omissions occurring after the Closing Date.

     2.7 Closing . The closing of the