EX 10.6


AMENDMENT
NO. 2 TO SHARE PURCHASE AGREEMENT



          
THIS AMENDMENT No. 2 (the "Agreement") is made as of August 26, 2002 by and among OUTOKUMPU COPPER PRODUCTS OY, a Finnish company
(“Buyer”) and LGL
Holland B.V., a private limited liability company (besloten vennootschap met
beperkte aansprakelijkheid) incorporated under the laws of The Netherlands
and having its official seat (statutaire zetel) in Amsterdam, The Netherlands
and its registered office at Watergoorweg 87, 3861MA Nijkerk, The Netherlands
and registered with the commercial register under 32069974 (“Seller”)
and LGL Europe Holdings Co. (the “Guarantor”). 



          Buyer,
Seller and the Guarantor, intending to be legally bound and in consideration of
the mutual promises herein contained, agree as follows: 



          
1.     Reference is made to a Share Purchase Agreement
 dated as of July 18, 2002 by and among Buyer, Seller and the Guarantor,
as amended (the
“Purchase Agreement”). Any specially capitalized terms not otherwise
defined in this Agreement shall have the same meaning as set forth in the
Purchase Agreement. Buyer, Seller and the Guarantor desire to amend the Purchase
Agreement as set forth in this Agreement. 



          
2.     Buyer acknowledges that certain of the JV
Transactions contemplated by the Shareholders Agreement and in particular (i)
certain of the formal
actions described on Attachment E relating to the share ownership transfers of
the Acquired Companies in Italy, the Czech Republic and France as contemplated
by Section 6.1 of the Purchase Agreement, have not been completed in all
respects.  Without limiting the obligations of the Seller under Sections
6.1 or 11.6 of the Purchase Agreement, Seller agrees to take, or cause to be
taken, all actions at its expense that are necessary or advisable to complete
all of such JV Transactions. 



          
3.     
Where the Seller has not completed a JV Transaction prior to Closing, until the
 respective JV Transaction with respect
to an Acquired Company has been completed, the Seller agrees:



          
(a)     that the respective Acquired Company shall be
operated and managed in a manner in all respects consistent with the
management, governance,
funding and related provisions of the Shareholders Agreement as though such JV
Transaction had been completed (“Shareholder Agreement Principles”)
and otherwise in the Ordinary Course of Business; 



          
(b)     to manage such Acquired Company in cooperation
with the Buyer and in accordance with the Shareholder Agreement
Principles; and 



          
(c)     to agree with the Buyer and act on the Buyer's
 instructions with respect to (i) the naming of any managers, executives,
board members or legal
representatives of the respective Acquired Company, and (ii) any votes of such
company’s shareholders or members, as the case may be, all consistent with
the Shareholder Agreement Principles. 



          
4.     Notwithstanding, and in addition to, any other
rights that the Buyer may have against the Seller as a result of the
Seller’s failure to consummate any of the 









JV Transactions, the Seller shall indemnify and hold
harmless the Buyer, from and against any loss, liability, damage, cost and
expenses (including legal costs and expenses) whatsoever incurred resulting
from, arising out of, relating to or caused by the failure of any JV Transaction
to be consummated as contemplated in the Purchase Agreement and Shareholders
Agreement. 



          
The foregoing indemnification provisions are in addition to, and not in derogation
of, any statutory, equitable, or common law
remedy the Buyer may have for breach of representation, warranty, or covenant.



          
5.     Section 2.2 of the Purchase Agreement is hereby
amended to provide that $1,500,000 of the Preliminary Purchase Price
(the “Withhold
Amount”) shall not be paid at Closing and shall be withheld by Buyer until
(i) the Share Purchase Agreement between LGL Holland B.V. and Outokumpu
Heatcraft B.V. evidencing the transfer of the shares of the Acquired Company in
the Czech Republic (Heatcraft Prague, s.r.o) to Outokumpu Heatcraft B.V. has
been delivered to Heatcraft Prague, s.r.o. and (ii) the Commercial Court’s
decision registering the transfer of the ownership interest enters into legal
force (in Czech nabude právní moci) (the “Czech Share
Transfer”). The Withhold amount will bear interest at a per annum rate
equal to the Three Month London Interbank Offered Rates (“LIBOR”) for
U.S. Dollars from the Effective Date plus eighty (80) basis points. Buyer shall
pay the Withhold Amount plus accrued interest to Seller within two Business Days
after receipt from Seller of evidence reasonably satisfactory to Buyer of the
completion of the Czech Share Transfer. 



          
6.     Except as provided for in this Agreement, all of
the provisions of the Purchase Agreement shall remain in full force
and effect.


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



	 	Seller:

            LGL HOLLAND B.V.



            By: _______________________________

            Name:

            Title:





	 	
            By:_______________________________

            Name:

            Title:





	 	
                Guarantor:

                LGL EUROPE HOLDING CO.




                By:_______________________________

                Name:

                Title:





	 	
            Buyer:

            OUTOKUMPU COPPER PRODUCTS OY




            By:_______________________________

            Name:

            Title: