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                                                                    Exhibit 10.6

              EMPLOYEE BENEFITS SERVICES AND LIABILITIES AGREEMENT

         Following the transfer of the Natural and Flexible Graphite Products
business of UCAR Carbon Company Inc. and its subsidiaries, ("UCAR") to UCAR
Graph-Tech Inc. ("Graph-Tech") pursuant to a Transfer Agreement between UCAR and
Graph-Tech (the "Transfer Agreement"), which transfer was effective as of
January 1, 2000, (the "Closing Date"), UCAR will maintain certain employee
benefits functions on behalf of Graph-Tech and Graph Tech's subsidiaries. This
Agreement sets forth the parties' understanding of that arrangement.

         1.       As used herein, the term "Services shall mean the services
                  described in Annex A attached hereto, which services will be
                  provided by UCAR to Graph-Tech and Graph-Tech's subsidiaries
                  hereunder with respect to the employee benefit plans listed in
                  Annex B attached hereto (collectively, the "Plans"). The
                  Services and the Plans may be added to, terminated or modified
                  from time to time by UCAR in its discretion.

         2.       The type, quality and manner of performance of the Services
                  will be the same as the type, quality and manner of
                  performance of services provided to Graph-Tech's businesses
                  prior to the Transfer; provided, however, that the parties
                  recognize that in some cases the practices, procedures and
                  methods followed in connection with providing comparable
                  services prior to the Transfer will have to be modified in
                  order to provide the Services.

         3.       Graph-Tech will pay UCAR monthly for the Services in
                  accordance with Annex C attached hereto.

         4.       In addition to the monthly payments, Graph-Tech will pay to
                  UCAR an amount equal to Graph-Tech's share of monthly costs
                  with respect to the Plans. Such costs shall be determined in
                  accordance with the current standard practices, policies and
                  procedures of UCAR. Graph-Tech's share of such costs shall be
                  determined on the same basis on which the share of such costs
                  is determined for all other business units of UCAR. The
                  present policies, practices and procedures for determining
                  such costs

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                  and the present basis for allocating such costs among business
                  units of UCAR are set forth in Annex D attached hereto. In the
                  event that, by mutual agreement of the parties, Graph-Tech's
                  obligation to make payments under this paragraph is
                  terminated, Graph-Tech shall nonetheless continue to be
                  obligated to pay UCAR in accordance with paragraph 3.

         5.       UCAR will compute the payments due in accordance with
                  paragraph 3 and the payments due in accordance with paragraph
                  4 and will invoice Graph-Tech monthly. Payment will be due
                  within thirty (30) days of receipt of the invoices.

         6.       This agreement shall be deemed to commence as of January 1,
                  2000 and will continue in force on the terms and conditions
                  described herein until terminated by mutual agreement of the
                  parties.

         7.       Notwithstanding anything to the contrary contained in the
                  Corporate Services Agreement dated as of January 1, 2000 by
                  and between the parties hereto (the "Service Agreement"), UCAR
                  shall continue to provide and Graph-Tech shall continue to
                  accept and pay for Payroll and Related Services under the
                  Service Agreement while Services are being provided hereunder.

         8.       THERE ARE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE
                  SERVICES TO BE PROVIDED HEREUNDER AND NO REPRESENTATION OR
                  WARRANTY SHALL BE IMPLIED UNDER THIS AGREEMENT OR AT LAW,
                  INCLUDING, WITHOUT LIMITATION, WARRANTY OF MERCHANTABILITY OR
                  WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AS TO THE
                  SERVICES.

         9.       UCAR shall act, and shall be deemed to act, as an independent
                  contractor, and not as an agent, partner or joint venturer, in
                  connection with the Services.

         10.      In addition to any other amounts payable hereunder, Graph-Tech
                  shall promptly reimburse UCAR for any taxes, excises, imposts,
                  duties, levies, withholdings or other similar charges
                  (excepting any taxes, excise, imposts, duties, levies,
                  withholdings or charges based on net income) that may be
                  required to be paid on account of the Services; provided,
                  however, that no such reimbursement shall be made to the
                  extent any of the foregoing have been included in the
                  calculation of the compensation due

         11.      Receipt of any Service hereunder shall constitute an
                  unqualified acceptance of the Service and a waiver of any and
                  all claims with respect to such Service unless UCAR receives
                  written notice of such claims within sixty (60) days after
                  receipt of Service. In the case of failure to provide



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                  any Service, any and all claims with respect to such Service
                  shall be waived unless written notice of such claims is
                  received by UCAR within sixty (60) days after the date on
                  which such Service was first required to be provided. No claim
                  resulting from the breach hereunder as to any Service provided
                  or for failure to provide or delay any Service shall be
                  greater in amount than the charge for that portion of the
                  Service in respect of which such claim is made, and in no
                  event will UCAR or its subsidiaries or affiliates (other than
                  Graph-Tech and Graph-Tech's subsidiaries) be liable to
                  Graph-Tech or Graph-Tech's subsidiaries or affiliates for any
                  special, indirect, incidental or consequential damages or any
                  lost profits, whether based on negligence, strict liability in
                  tort or breach of warranty or on any other basis.

         12.      UCAR shall not be liable for its failure to perform hereunder
                  to the extent that its performance is made impracticable,
                  delayed or prevented, in whole or in part, due to any
                  occurrence beyond its reasonable control, including without
                  limitation: acts of God; inclement weather; floods; accidents;
                  strikes; lockouts; fires; wars; equipment failures; labor
                  disputes; labor shortages; riots; demonstrations; sabotage;
                  laws, ordinances, rules, regulations, standards or decrees of
                  governmental or other authorities, whether valid or invalid
                  (including, without limitation, import or export prohibitions
                  or priorities, requisitions, allocations and price adjustments
                  restrictions); inability to obtain or unavoidable delay in
                  obtaining necessary power, materials, facilities, services or
                  equipment; interruption or unavoidable delay in communication
                  or transportation; or any other occurrence which could have a
                  material adverse impact on the ability of UCAR to perform
                  hereunder. If UCAR fails to perform hereunder as a result of
                  any occurrence described in the preceding sentence, UCAR shall
                  (i) give written notice to that effect to Graph-Tech promptly
                  after an occurrence together with a statement setting forth
                  reasonably full particulars concerning such occurrence and
                  (ii) use reasonable efforts to remedy the occurrence as
                  quickly as possible. The requirement that such occurrence be
                  so remedied shall not require the settlement of strikes,
                  lockouts or other labor difficulties. To the extent required
                  by any such

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                  occurrence, the performance by UCAR hereunder shall be
                  suspended during the continuance of any such occurrence (but
                  for no longer period) and this agreement shall otherwise
                  remain unaffected. If at any time during the term of this
                  agreement such occurrence is remedied, UCAR shall promptly
                  notify Graph-Tech and any such suspension shall end.

         13.      Each party agrees to refrain and to cause its subsidiaries and
                  affiliates to refrain from use in any manner, and to use
                  reasonable efforts to keep confidential and to cause its
                  subsidiaries and affiliates to use reasonable efforts to keep
                  confidential, any and all information and data concerning the
                  business and affairs of the other party or its subsidiaries or
                  affiliates received as a result of this agreement, except to
                  the extent that such party can demonstrate that the
                  information or data (i) is generally available to the public
                  as evidenced by prior written publication through no act or
                  failure to act by it or its subsidiaries or affiliates, (ii)
                  was already known to its or its subsidiaries or affiliates on
                  a non-confidential basis on the date of receipt as evidence by
                  written and dated records made by it or its subsidiaries or
                  affiliates prior to the date hereof, (iii) is independently
                  developed by Graph-Tech without reference to any information
                  provided by UCAR, or (iv) is subsequently disclosed to it or
                  its subsidiaries of affiliates on a non-confidential basis by
                  a third party not having a confidential relationship with such
                  other party or its subsidiaries or affiliates with respect to
                  such information. Notwithstanding the foregoing, each of the
                  parties and their subsidiaries and affiliates shall be free to
                  disclose any such information or data to the extent, buy only
                  to the extent, (i) required by applicable law or by a
                  government in a duly authorized investigation or (ii)
                  necessary to establish a position in any litigation or any
                  arbitration or other proceeding based upon on in connection
                  with the subject matter of this agreement. Prior to any
                  disclosure pursuant to the preceding sentence, the disclosing
                  party shall give reasonable prior notice to the other party of
                  such intended disclosure and, if requested by such other
                  party, shall use all reasonable efforts to obtain a protective
                  order or similar protection for such other party. Neither
                  Graph-Tech nor any of Graph-Tech's subsidiaries shall be
                  deemed to be subsidiaries of UCAR for the purposes of this
                  paragraph.

         14.      This agreement shall be binding upon, and inure to the benefit
                  of, the parties and their respective successors and permitted
                  assigns. Except as otherwise expressly provided herein,
                  nothing contained herein shall be deemed to create any
                  third-party beneficiary rights in any individual who or entity
                  which is not a party to this agreement. Any assignment or

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                  delegation of this agreement by either party without the prior
                  written consent of the other party shall be void, except that
                  no such consent shall be required with respect to an
                  assignment or delegation made in connection with the sale,
                  transfer or other disposition of all or substantially all of
                  the businesses of either party or to an affiliate of the
                  party. This agreement shall survive the transfer by UCAR or
                  any or all of its direct or indirect interests in Graph-Tech.

         15.      The validity, interpretation and performance of this agreement
                  shall be governed by and construed in all respects in
                  accordance with the law of the State of Delaware, without
                  reference to its conflicts of laws rules or principles.

         16.      This agreement and the Annexes attached hereto constitute the
                  entire understanding of the parties concerning the Services to
                  be provided hereunder and cancels and supercedes all previous
                  agreements and understandings, oral or written, between the
                  parties with respect to the subject matter hereof. This
                  agreement constitutes one of the "Service Agreements" referred
                  to in Article 1.3 of Transfer Agreement. No modification of
                  this agreement or waiver of any provision hereof or right
                  hereunder will be binding upon either party unless signed in
                  writing by an authorized representative of such party.

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                  If the above correctly reflects your understanding respecting
         this matter, please so signify by having your authorized representative
         sign below.


                                     UCAR Carbon Company Inc.


                                     By:      /s/ Karen G. Narwold
                                        ----------------------------------------

                                     Name:             Karen G. Narwold

                                     Title:            Vice President



Agreed and Accepted:

UCAR Graph-Tech Inc.

By:      /s/ John J. Wetula
   -----------------------------
Name:             John J. Wetula

Title:            President


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                                Annex A: Services





A.       Benefit Plans Administration

         Design and recommend plans for management and Board approval as
         appropriate, and administer/monitor all Corporate Benefit plans. This
         includes the Health Care Plans, Pension Plan, Savings Plan, Life
         Insurance and numerous other formal benefit plans. Corporate Benefit
         Plans will also provide Retiree Services to all Graph-Tech retirees.


B.       Corporate Relocation

         Provide services to employees being transferred, new hires and
         temporary assignees by providing relocation counseling, transfer policy
         information, relocation management contacts (appraisals, realtors,
         mortgage lenders, etc.) through Prudential Relocation Management.
         Performs invoice audits. Processes reimbursements for relocation
         expenses.


C.       Benefit Plans Operations

         Processes, maintains and forwards to carriers, monthly, all
         enrollments, changes and terminations for the following plans: Basic
         Group Life, Medical, Dental, Major Medical, Retiree Medical, Medicare
         Supplement Plan (MMMSP - age 65 and over) and Long Term Disability.


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         Performs Savings Program processing functions, which include:
         before-tax and after-tax enrollments.

         Performs Pension Operations services, including calculating pension
         benefits, and data maintenance.


         Performs Accounting and Control functions, including recordkeeping,
         billing and financial analysis of benefit plans.


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                                 Annex B: Plans


         A.       Pension Plans

         -        Qualified Plans:

                  -        UCAR Carbon Retirement Plan

                  -        UCAR Carbon Savings Plan

         -        Non-Qualified Plans:

                  -        UCAR Carbon Supplemental Retirement Income Plan

                  -        UCAR Carbon Enhanced Retirement Income Plan

                  -        UCAR Carbon Equalization Benefit Plan


         B.       Savings Plans

         -        UCAR Carbon Savings Plan


         C.       Medical Plans (including Retiree Medical Plans)

         -        UCAR Carbon Medical Plan

         -        UCAR Carbon Retiree Medical Plan

         -        UCAR Carbon Medicare Supplement Plan


         D.       Dental Plans

         -        UCAR Carbon Dental Assistance Plan


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         E.       Life Insurance/Disability Plans

         -        UCAR Carbon Basic Life Insurance Plan

         -        UCAR Carbon Long Term Disability Plan

         -        UCAR Carbon Business Travel Accident Plan


         F.       Other Plans

         -        UCAR Carbon Employee Assistance Program

         -        UCAR Educational Refund Program

         -        UCAR Carbon Cafeteria Plan

         -        UCAR Health and Dependent Care Reimbursement Account Plan

         -        UCAR Student Loan Program


         G.       Corporate Relocation Services

         -        Corporate Homesale Agreement (Prudential Relocation
                  Management, Inc.)

         -        Relocation Consulting Services Agreement

         -        Prudential Mortgage Services Agreement


         H.       Other Direct Billings

         -        UCAR Bonus Plan (businesses' portion as directly identified)

         -        Financial Counseling Program (businesses' portion as directly
                  identified)


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                     Annex C: Method of Payment for Services


A.       Benefit Plans Operations and Administration

         Collection of costs is performed through a series of budget centers. At
         the beginning of each year, an allocation schedule is prepared for each
         of the individual budget centers which identifies how the actual costs
         incurred for that year are to be distributed to each of the various
         elements of Employees Plans Expense ("EPE"). Such identification is
         done on the basis of estimated time and effort or other logical basis
         of estimated costs to be incurred.

         Each month, the actual costs incurred in each of the applicable budget
         centers are distributed as per the annual schedule and entitled
         Departmental Administration. This Departmental Administration is then
         incorporated as a part of each element of Employee Plans Expense by
         Benefit Plans Accounting, and a proportionate share is allocated to
         each of the business units which receive that applicable element of
         EPE. The method of charging each business unit for EPE is covered in
         Annex D.

B.       Corporate Relocation Services

         Annually, a series of fixed-rate fees are established which are
         estimated to cover the total cost of operating the Corporate Relocation
         Department based on the


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         number of transferees, new hires and temporary relocations estimated to
         be administered in that year. Each transfer authorization/temporary
         assignment authorization processed generates a charge to the
         business/location to which the employee is being transferred. These
         charges, together with any associated actual costs of the Transfer
         Assistance Program and its related agreements and income tax gross-up
         procedure, are billed monthly as incurred.


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   ANNEX D: METHOD OF DETERMINATION AND ALLOCATION OF EMPLOYEE PLANS EXPENSES

The costs of these services will be assigned, allocated and billed based upon
methods/procedures used to bill other businesses within UCAR. The objective is
to have each business pay for its fair share of the total Benefit Plans Costs.

Pension costs consist of expenses determined under FAS 87 (actuarial valuations)
plus administration cost associated with the pension plans (including qualified
and non-qualified plans). Pension costs will be allocated to Graph-Tech prorata
based upon total straight time earnings of its employees.

Savings plan costs (Company share) consist of expenses incurred based upon
UCAR's matching contribution to the Savings plan plus administration cost
associated with the savings plan. Savings plan costs will be allocated to
Graph-Tech prorata based on the same percentage as the actual basic savings
deductions of its employees.

Active Medical costs consist of claims, administration costs associated with the
medical plan, adjustments to reserves, and reductions due to employee
contributions. Active medical costs will be allocated to Graph-Tech prorata at
the same percentage of Graph-Tech participants over total active participants in
the medical plan.


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Retiree Medical costs consist of expenses determined under FAS 106 (actuarial
valuations) and administration costs associated with the retiree medical plan.
Retiree medical costs will be allocated to Graph-Tech prorata based on active
headcount.

Group Life insurance costs consist of premiums paid to insurance providers,
administration costs associated with the insurance plan, and reductions due to
employee contributions. Group life insurance costs will be allocated to
Graph-Tech, prorata based on straight time earnings of all basic group life
insurance participants.

Dental costs consist of claims and administration costs associated with the
dental plan. Dental costs will be allocated to Graph-Tech prorata based on total
active headcount.

Employee assistance plan consists of fees to administer the plan. Employee
assistance costs will be allocated to Graph-Tech prorata based on total active
headcount.

Long Term disability cost consist of premiums paid to insurance providers,
administration costs associated with the insurance plan, and reductions due to
employee contributions. Long Term disability costs will be allocated to
Graph-Tech prorata based on straight time earnings of all long term disability
participants.

Other Medical costs consist of HMO premiums for participants who are in the
various HMOs. HMO costs will be allocated to Graph-Tech prorata based on active
headcount


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within the HMO.

Educational refund costs consist of cost to send employees to further their
education (fees, books, etc.) Educational refund costs will not be allocated,
but rather collected at corporate and charged as a part of the General Services
provided to Graph-Tech.


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