EXHIBIT 10(b)

Supply Agreement, by and between Everest & Jennings, Inc. and P.T. Dharma
Polimetal.
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                                SUPPLY AGREEMENT

            THIS AGREEMENT is made and entered into as of the date last below
written by and between EVEREST & JENNINGS, INC., a corporation organized and
existing under the laws of the State of California, U.S.A., with its principal
offices at 1100 Corporate Square Drive, St. Louis, MO 63132 (hereinafter "E&J")
and P.T. DHARMA POLIMETAL, a company organized and existing under the laws of
Indonesia, with offices at JL. RAYA SERANG KM., 24 Balaraja Tangerang, Indonesia
(hereinafter "P.T. Dharma")

                                    RECITALS

            WHEREAS, E&J is a manufacturer and seller of wheel chairs in the
United States, Canada, Mexico, and Europe;

            WHEREAS, P.T. Dharma manufactures and sells for export wheel chairs
and wheel chair components;

            WHEREAS, E&j is willing to provide design specifications to P.T.
Dharma to be used in the manufacture of wheel chairs and wheel chair components;

            WHEREAS, the Parties agree that P.T. Dharma shall manufacture the
wheel chairs and wheel chair components at high quality in accordance with the
designs exclusively for E&J and its designees, as hereinafter provided.

            NOW, THEREFORE, in consideration of the premises and of the mutual
covenants of the parties hereinafter expressed, it is hereby agreed as follows:

1. MANUFACTURE AND SUPPLY: EXCLUSIVE SUPPLY CONTRACT.

      1.1 P.T. Dharma shall, subject to the terms and conditions of this
Agreement, manufacture and sell exclusively to E&J or its designees certain
wheel chairs and wheel chair components described in Appendix "A" hereto (the
"Product") conforming in all-material respects to the specifications referenced
in Appendix "A" hereto (the "Specifications").

      1.2 E&J agrees to order sufficient quantities of the Products, at the unit
prices set out in Appendix "B" hereto, which prices shall be competitive with
prevailing market prices, period of the Term of this Agreement beginning on I
during the January 1995 and ending on 31 December 1995 to total a minimum
aggregate gross purchase amount of U.S. $5,000,000. The minimum aggregate gross
purchase amount will increase to U.S. $5,500,000 for the period of the Term of
this Agreement beginning on 1 January 1996 and ending on 31 December 1996. The
minimum aggregate gross purchase amount will increase to U.S. $6,050,000 for the
period of the Term of this Agreement beginning on 1 January 1997 and ending on
31 December 1997. Should E&J fail to order sufficient quantities in any of the
one year periods, as set out above, during the Term of this Agreement to meet
the minimum aggregate gross purchase amount set
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forth herein for that year, E&J agrees to pay to P.T. Dharma for that year an
amount equal to ten (10) percent of the difference between the aggregate gross
dollar purchase amount of the Products ordered in that contract year, regardless
of when shipped and the minimum aggregate gross purchase amount set forth herein
for that contract year as liquidated damages. In the event that a failure by E&J
to order sufficient quantities to meet the minimum aggregate gross purchase
amount in any of the one year periods is due to an occurrence demonstrably
beyond their control in accordance with Article 10, Force Majeure, the minimum
aggregate gross purchase amount set forth herein for that contract year and each
successive contract year that performance is suspended in whole in part due to
such occurrence shall be reduced by an amount proportionate to the amount of
time performance is suspended during that contract year and any liquidated
damages due P.T. Dharma shall be calculated using the aggregate gross purchase
amount so reduced.

      1.3 Products ordered under this Agreement between the effective date of
this Agreement and 31 December 1994 shall not be counted toward meeting the
minimum aggregate gross purchase amount for any period specified herein.
Products ordered and cancelled pursuant to Section 2.3 of this Agreement shall
count toward meeting the minimum aggregate gross purchase amount for the period
in which they were ordered.

      1.4 The Parties hereby agree that new products and unit prices will be
added to Appendix A and Appendix B, respectively, by mutual agreement from time
to time. E&J shall supply P.T. Dharma with specifications for the new products.
P.T. Dharma shall propose unit prices for the manufacture of the new products,
which E&J may accept or reject. After a new product is added to Appendix A and a
unit price therefor is added to Appendix B, orders therefor shall be used to
satisfy the minimum aggregate gross purchase amount for the year in which they
are ordered.

      1.5 For purposes of this Agreement, P.T. Dharma's Affiliates means any
company in which P.T. Dharma controls a majority of the indicia of ownership or
control, or is under the common control of a third party controlling such
indicia of ownership or control of another company and P.T. Dharma, as well as
their respective agents, employees, successors and assigns (hereinafter referred
to collectively an "Affiliates").

      1.6 Neither P.T. Dharma nor its Affiliates, shall manufacture or sell the
Products, finished wheel chairs, or any other products comparable, competitive
with, equivalent to, intended to be used with or that are a part of Products, to
any person or entity other than E&J for sale in North America, Central America
or South America. P.T. Dharma may manufacture and sell comparable products to
resellers and distributors for sale in locations other than those specified
above with prior written notice to E&J provided such manufacture and sale does
not involve the use of E&J owned Special Tooling, as described herein, or the
use of E&J proprietary trade secrets. P.T. Dharma agrees to use their best
efforts to prevent the sale or distribution of any like or comparable products
manufactured or sold by P.T Dharma or its Affiliates, other than those sold
under this agreement, in North America, Central America, or South America. E&J
agrees that once P.T. Dharma is fully tooled and in production it will not
purchase the Products from any other supplier provided P.T. Dharma is not in
breach of this Agreement and is able to meet E&J's requirements in price,
quantity,


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and quality. This provision notwithstanding, E&J and its affiliates shall have
the right to produce the Products themselves throughout the term of this
Agreement.

      1.7 P.T. Dharma represents that it has filed all required documentation,
and obtained all authorizations, approvals and consents required by any and all
applicable laws, regulations, directives and/or requirements of any jurisdiction
in which the Products are to be manufactured, to produce the Products, sell the
Products to E&J, and export them to E&J from the jurisdiction of their
manufacture, pursuant to the terms of this Agreement. P.T. Dharma further
covenants that it will at all times during the Term of this Agreement continue
to obtain and maintain in full force and effect any and all such filings,
authorizations, approvals and consents required by, and will comply with, any
and all such applicable laws, regulations, directives and/or requirements in
connection with the manufacture and sale of the Products.

      1.8 Upon the effective date of this agreement, E&J will deliver to P.T.
Dharma firm orders for the first two (2) months of the Term of this Agreement
and an estimate of its purchase requirements for the following three (3) months
of the Term of this Agreement. At the end of each month, E&j will place firm
orders for the next two months of the Term of this Agreement and provide an
estimate for the next three months of the Term of this Agreement. In no event
will firm orders for any one month differ from the estimate for that month by
more than twenty (20) percent.

      1.9 P.T. Dharma may not unreasonably decline any purchase order under this
Agreement and it will be deemed accepted unless declined within 15 days of
receipt. A copy of E&J's form of Purchase Order is attached as Appendix "C"
hereto, which E&J may revise from time to time upon notice to P.T. Dharma.

2. DELIVERY, CLAIMS, DELAYS, RETURNS.

      2.1 All Products sold by P.T. Dharma shall be packaged in seaworthy
packing and delivered FOB (Incoterms 1990) Jakarta, Indonesia. P.T. Dharma shall
undertake, at its risk and expense, to deliver or cause to be delivered the
Products to the vessels named by E&J. at the named ports of shipment in the
manner customary at the port, at the date or within the period stipulated, and
notify E&J. without delay, that the goods have been delivered to said vessels.

      2.2 Delivery of any order of the Products shall be according to the agreed
upon schedule for the period in question. P.T. Dharma will make all reasonable
efforts to accommodate schedule changes when requested by E&J. Partial shipments
are allowed under this agreement.

      2.3 The Parties hereby acknowledge that time is of the essence with
respect to the delivery dates specified in individual orders. E&J reserves the
right to cancel, without liability, part or all of any order not shipped within
thirty (30) days from the period specified in the order. In the case of a
cancellation pursuant to this Section 2.3. E&J shall be. entitled to receive tan
(10) percent of the value of the cancelled order or part thereof as liquidated
damages. Such amount shall be setoff against any and all amounts then owed to
P.T. Dharma


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under this Agreement, with the prior written approval of P.T. Dharma, which
approval shall not be unreasonably withheld.

      2.4 All Products shall conform to the Specifications and quality assurance
procedures and guidelines, including First Article Inspection Qualifications,
set forth in Appendix A. E&J will inspect the Products prior to shipment and
will arrange to have inspectors present at a time and location as the Parties
may agree to. P.T. Dharma shall pay U.S. $5,000 per month toward the cost of
pre-shipment inspections. Arrangements for such payment shall be agreed to
between the Parties. E&J shall promptly notify in writing the on-site
representative of P.T. Dharma of any claims for shortage, nonconformance, defect
or damage that is observed in such inspection. E&J shall not, by such
inspection, relinquish any rights of inspection or rejection normally afforded a
seller under the law governing this Agreement consistent with the delivery terms
herein. Any disputes that arise-regarding the nature or existence of any
shortage, nonconformance, defect or damage shall be settled through the use of a
third party inspection service that is mutually agreeable to the Parties.

      2.5 P.T. Dharma will pursue ISO 9000 Certification following the effective
date of this Agreement and use its best efforts to obtain certification by a
recognized certification organization by the first anniversary of the effective
date of this Agreement. Once certification is obtained, P.T. Dharma shall
maintain certification throughout the Term of this Agreement. Should P.T. Dharma
fail to obtain such certification by the date specified herein or lose such
certification once achieved during the Term of this Agreement, E&J shall have
the right to terminate this Agreement in accordance with Section 5.2.

3. PRICES AM PAYMENT.

      3.1 The unit prices to be paid for the Products ordered during the first
twelve (12) month period of the Term of this Agreement are and shall be set
forth in Appendix "B", attached hereto and made apart hereof. Prices include and
P.T. Dharma shall bear and pay for all export charges including: but not limited
to, export packing and packaging charges, warehousing, demurrage, lighterage,
inland insurance, consular fees, and export license fees.

      3.2 Upon three (3) months written notice, P.T. Dharma may propose a change
in the unit price of any Products listed in Appendix "B". Such proposal must be
justified by an increase in the cost of manufacturing the Products to P.T.
Dharma. The parties will enter into good faith negotiations to reach an
agreement on revised pricing within ninety (90) days after receipt of such
proposal by E&J. In no event will the price of any Product increase more than
five (5) percent in any one (1) year of the Term of this Agreement over the
price at the end of the prior year.

      3.3 P.T. Dharma shall use its best efforts to contain and reduce its cost
of production and to meet E&J's specified cost goals during the Term of this
Agreement. P.T. Dharma shall consider and implement, if feasible, any production
improvement or cost saving suggestion by E&J. Any reductions in the cost of
production realized through suggestions made in part or in whole by E&J shall be
passed on to E&J through an immediate reduction in the unit prices specified in
Appendix B for the products affected.


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      3.4 Payment for each order issued in the first year of the Term of this
Agreement shall be by bank wire transfer in U.S. currency to accounts in such
banks as P.T. Dharma shall direct from time to time. Payments made by bank wire
transfer shall be made within thirty (30) calendar days from the receipt of P.T.
Dharma's invoice or date of delivery to the vessel whichever is later. Late
payments shall be subject to a late payment penalty on amounts past due
calculated at an annual rate of sixteen (16) percent. E&J shall receive a prompt
payment discount calculated at an annual rate of nine (9) percent for payments
made within fifteen (15) days of the receipt of the invoice or date of delivery
to the vessel whichever is later. After the first year of the Term of this
Agreement, payment shall be by documentary letter of credit issued in P.T.
Dharma's favor, the terms and conditions of which shall be as mutually agreed
upon by the parties, by a bank of E&J's choosing. Once a suitable letter of
credit is established by the parties, the late payment penalty provision of this
Section 3.4 shall no longer apply. Each invoice issued under this Agreement
shall identify, at a minimum, any later date of delivery to the vessel, E&J's
applicable purchase order number, a full description of the Products included,
and the purchase price.

4. TAXES AND OTHER CHARGES.

            Any and all use taxes, sales taxes, excise duties, customs
inspection or testing fees, or any other taxes, fees or charges of any nature
whatsoever imposed by any governmental authority in the country of manufacture
on or with respect to the manufacture and delivery of the Products or measured
by the transactions between the parties shall be paid by P.T. Dharma in addition
to the prices quoted and invoiced.

5. TERM AND TERMINATION.

      5.1 This Agreement shall become effective upon execution by both Parties
and its initial Term shall expire on December 31, 1997, provided, however, that
on January 1, 1997 and each January 1 thereafter, the Term shall be
automatically extended one (1) additional year unless prior to December 31 of
any year E&J shall give written notice to P.T. Dharma that it has elected not to
have the Term extended for any further period. The minimum aggregate gross
purchase amount of Products for any year of the Term commencing after December
31, 1997 shall be U.S. $6,050,000 unless otherwise agreed to by E&J and P.T.
Dharma. P.T. Dharma shall have the right to terminate or refuse any extension or
renewal of this Agreement if E&J has failed to order fifty (50) percent of the
aggregate gross purchase amount specified herein for the twelve (12) month
period immediately preceding the giving of such notice.

      5.2 Either party may terminate this Agreement for any material breach of
this Agreement by the other party by giving he other party 90 days' written
notice if such breach shall, at the expiration of, said [90] day period, remain
uncured to the satisfaction of the notifying party. Without limiting the
foregoing, any breach by P.T. Dharma of Section 1.5, 1.6, or 2.4 hereof shall be
deemed a material breach of this Agreement.

      5.3 Either party may terminate this Agreement, effective immediately upon
the giving of notice to the other, if the other party files a petition in
bankruptcy or is adjudicated as bankrupt or takes advantage of the insolvency
laws of any state, territory, or country, or is


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voluntary or involuntarily dissolved, or has receiver, trustee, or other court
officer appointed for its property.

      5.4 All payment obligations of E&J for Products theretofore ordered,
delivered, and accepted, and all obligations of P.T. Dharma and rights of E&J in
Sections 6, 7, 8, 9, 12, 17, 18 and 19 shall survive termination or expiration
of this Agreement.

6. WARRANTIES.

      P.T. Dharma represents and warrants that each Product delivered to E&J
shall be free from defects in materials and workmanship and shall conform to
each Specification and will be suitable for its intended use. Any claim for
breach of such warranty shall be accepted only if the breach occurred within 12]
months of the date the Product was first delivered to a customer of E&J (or (24]
months after the Product was delivered to E&J, whichever expires first). During
said warranty period, P.T. Dharma shall replace, at no charge to E&J or its
Customer, any Products (or parts of Products) that are found to be defective by
E&J or its customer. E&J shall, at P.T. Dharma's risk and expense, return such
defective Products or parts or dispose of them as P.T. Dharma requests. Any
disputes that arise regarding the nature or existence of a defect shall be
settled through the use of a third party inspection service that is mutually
agreeable to the Parties. In no event shall P.T. Dharma's liability under this
warranty provision exceed the replacement cost of the defective Products.

7. RELATIONSHIP OF THE PARTIES.

      This Agreement shall not be construed to make either party (or its
Affiliates, principals, officers, employees or agents) an Affiliate, agent,
partner, or joint venturer with the other party. Neither party shall have any
right or authority whatsoever to incur any liability, obligation (express or
implied), or to otherwise act in any manner in the name or on behalf of the
other, or to make any promise, warranty or representation binding on the other.

8. SPECIAL TOOLING.

      8.1 E&J has previously provided to P.T. Dharma, free of charge, certain
Special Tooling necessary to fabricate the Products as specified in Appendix
"A". Both parties to this Agreement acknowledge that the Special Tooling
provided to P.T. Dharma prior to and during the Term of this Agreement shall
remain the property of E&J. E&J may from time to time, as the parties may agree,
provide additional or replacement tooling to P.T. Dharma free of charge. All
tooling provided to P.T. Dharma prior to or during the Term of this Agreement
shall be returned to or for the account of E&J (within 90 days) upon the
termination or expiration of this Agreement. P.T. Dharma shall# at its own risk
and expense, keep all tooling provided by E&J in good working order and conduct
such maintenance as may be necessary to keep said tooling in good working order.

      8.2 P.T. Dharma agrees to procure and maintain in full force and effect
throughout the Term of this Agreement a policy of general insurance in favor of
E&J (as loss payee and additional insured) covering the value of the Special
Tooling against loss or damage and any


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claims, liabilities or expenses asserted by any person arising out of the use of
such Special Tooling.

      8.3 P.T. Dharma agrees that the Special Tooling provided by E&J will be
used solely for the production of the Products sold to E&J and that neither P.T.
Dharma nor any of its Affiliates will use the Special Tooling to produce
products of any kind for any other party.

9. PATENT INFRINGEMENT.

      9.1 E&J agrees, at its own expense, to defend any action or suit brought
against P.T. Dharma alleging that the Product or any part thereof manufactured
according to the Specifications and obtained hereunder infringes enforceable
letters patent issued to other persons or valid trade secrets, proprietary
information, trademark, copyright, patent or other intellectual property rights
of other persons. E&J will pay all costs and damages, including any judgment of
a court of last resort finally awarded against P.T. Dharma in such suit;
provided, however, that E&J is promptly notified in writing of such action or
suit and is given full authority and full and proper information and assistance
for defense of said action or suit. E&J shall not be responsible for any
compromise or settlement of such suit or action made without its consent.

      9.2 If the use of such Products pursuant to this Agreement becomes (or in
the opinion of E&J is likely to become) the subject of an infringement claim,
E&J may, at its option, (i) secure a right to use pursuant to this Agreement or
(ii) make modifications to the Specifications that would render the use
hereunder non-infringing.

9.3 The foregoing indemnification shall not apply if the infringement arises
from Products not manufactured per the Specifications or ordered under this
Agreement.

10. FORCE MAJEURE

      Neither party shall be liable for any loss, damage or penalty as a result
of any delay in delivery or failure to manufacture, deliver or otherwise perform
hereunder due to any cause demonstrably beyond that party's reasonable control,
including without limitation: embargo; governmental act, order, ruling,
regulation or request; fire; explosion; accident; theft; vandalism; riot;
shortages; act of arson; strike; other labor difficulties; lighting; flood;
windstorm or other acts of god; causes attributable to common carriers; delay in
transportation# or inability to obtain necessary labor, fuel, materials,
supplies or power. The party suspending performance in whole or in part as a
result of any such delay or failure shall give prompt written notice thereof to
the other party, stating therein the nature thereof, the specific reasons
therefor, and the expected duration thereof and any alternatives thereto which
such party believes may reasonably be pursued, and shall resume performance as
soon as reasonably possible. Following any occurrence that causes any party to
suspend performance in whole or in part, such party shall promptly initiate such
reasonable measures as will, if reasonably possible, remove or relieve such
suspension so as to enable it to resume performance of its obligations as soon
an reasonably possible.


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11. TECHNICAL ASSISTANCE.

      Unless otherwise agreed in writing, any technical assistance and
information provided by E&J to P.T. Dharma will be provided without charge at
E&J's sole discretion and P.T. Dharma assumes sole responsibility for results
obtained in reliance therein. E&J makes no warranty of any kind or nature with
respect to any technical assistance or information provided by it.

12. NONDISCLOSURE OF INFORMATION.

      Each party hereby agrees that all information relating to this Agreement
disclosed to it by the other party, which information is in fact confidential or
proprietary when disclosed to the other party or is then claimed and marked by
the disclosing party to be confidential or proprietary, will be hold and
safeguarded by the receiving party as confidential information of the disclosing
party, and the receiving party exert all reasonable efforts to prevent any
publication or other disclosure of all confidential information received from
the other party without the express written consent of the disclosing party. The
Specifications attached hereto as Appendix A are trade secrets of E&J and shall
be treated as confidential and proprietary under this clause.

13. HEADING.

      The section headings herein are for convenience only and shall not be
deemed to affect in any way the language of the provisions to which they refer.

14. FAILURE TO ENFORCE.

      Failure of either Party to enforce any of the terms of this Agreement
shall not be construed as a waiver of rights thereunder preventing the
subsequent enforcement of such provisions or the recovery of damages for breach
thereof.

15. SEVERABILITY.

      If any portion of this Agreement is held to violate, or to be invalid or
unenforceable under, the laws of any government or subdivision thereof, this
Agreement may, at the option of E&J be terminated immediately upon written
notice, or the portion declared to be in violation of or invalid or
unenforceable under any such law shall be treated as being of no force or
effect, and this Agreement shall be construed as though such portion had not
been inserted herein, and the remainder of this Agreement shall remain in full
force and effect.

16. EMPIRE AGREEMENT.

      16.1 This Agreement constitutes the entire Agreement between E&J and P.T.
Dharma superseding any prior agreement between the parties or their predecessors
or Affiliates. No modification of this Agreement shall be binding unless in
writing and signed by authorized representatives of both parties.


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      16.2 This Agreement is intended to cover all transactions related hereto.
Except as agreed to herein and unless otherwise expressly agreed to in writing,
no written or printed terms and conditions in any purchase order, order
confirmation, or other document forwarded by either party shall have any effect,
and the provisions of this Agreement shall be controlling.

17. NOTICES.

      All notices, communications, demands, and payments under this Agreement
shall be in English and shall be made in writing by hand delivery, telefax,
telex, courier, cable, registered airmail or by any other means of delivery
which enables the sending party to verify receipt thereof. Such notice shall
conclusively be presumed to be given or made: (i) at the time it is personally
given or made in the case of personal delivery or transmission by telefax (with
receipt confirmed); (ii) at the time of receipt of the addressees answerback an
the sender's machine in the case of transmission by telex; or (iii) ten (10)
days after mailing sufficient postage or cost prepaid in the case of registered
airmail, delivery by courier or cable. All notices sent by means other than
those made by hand delivery or registered airmail shall be promptly confirmed by
registered airmail. Any notices shall be addressed as follows:

               If to E&J:           Everest and Jennings, Inc.
                                    1100 Corporate Square Drive
                                    St. Louis, MO 63132
                                    USA
                                    Attn: Tim Evans, VP Finance
                                    Fax: 314/995-7225
                                    Telex:

               If to P.T. Dharma:   P.T. Dharma Polimetal
                                    JL. RAYA SERANG KM.
                                    24 Balaraja Tangerang
                                    Indonesia
                                    Attn:  Joppy K. Negara
                                    Fax:   62-21-756-0628
                                    Telex:

or to such other person or address as either party may, by like notice, specify
to the other.

18. CHOICE OF LAW.

      18.1 Except as set forth below, this Agreement, all transactions executed
hereunder and the relationship of the parties shall be construed, governed and
enforced in accordance with the United Nations convention on Contracts for the
International Sale of Goods.

      18.2 Notwithstanding the provisions of section 18.1 above, matters
pertaining to the bankruptcy or insolvency of P.T. Dharma, or the rights of
creditors against P.T. Dharma or in and to P.T. Dharma's estate, shall be
determined pursuant to the laws of P.T. Dharma's domicile or principal place of
business.


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19. RESOLUTION BY NEGOTIATION: ARBITRATION.

      19.1 Except in the event of any litigation or proceeding commenced by any
third party against either E&J or P.T. Dharma in which the other party is an
indispensable party or potential third party defendant, and except for
enforcement of any interim or preliminary remedy (to the extent such remedy is
sought before an arbitration panel is duly appointed and convened), any dispute
or controversy between the parties involving the interpretation, construction or
application of any terms, covenants or conditions of this Agreement, or
transactions under it, or any claim arising out of or relating to this
Agreement, or transactions under it, shall, on the request of one party served
on the other, be submitted for resolution by senior executives designated by
each party, who shall attempt to resolve such dispute or controversy in good
faith and, in the event such resolution is not achieved within fifteen (15) U.S.
working days of such request, shall be submitted to arbitration in accordance
with provisions of this Section 19.

      19.2 Any such dispute, controversy or claim will be settled by arbitration
conducted in the English language in Hong Kong (except as otherwise may be
agreed by the parties in their discretion) in accordance with the International
Commercial Arbitration Rules of the American Arbitration Association then in
effect, except as herein specifically otherwise stated or amplified, and
judgment upon the award rendered by the arbitrators may be entered in any court
having jurisdiction over the party against whom the award is sought to be
entered.

      19.3 Notwithstanding anything to the contrary which may now or hereafter
be contained in the International Commercial Arbitration Rules of the American
Arbitration Association, the procedures set out in this Section 19.3 shall
apply.

            (a) A notice of arbitration shall set out a clear and plain
statement of the matter that the party sending the notice (the "Instituting
Party") believes to be a breach or is in dispute. The demand (the "Demand")
shall reference principal provisions of this Agreement that the Instituting
Party views as controlling or out of the interpretation of which the dispute
arises, and shall attach copies of all pertinent documents and other things then
in its possession which the Instituting Party views as having direct bearing on
the relief sought under the Demand. The receiving party (the "Other Party")
shall, within 20 days of receipt of the Demand, provide to the Instituting Party
and to the arbitrators a response (the "Answer"), referencing provisions of this
Agreement that the Other Party views as controlling, and shall attach copies of
all pertinent documents and other things (other than those attached to the
Demand) then in its possession which it views as having direct bearing to
support the contentions of the Answer. Each party shall appoint one person,
conversant in English, to hear and determine the dispute within ten days after
the Other Party's receipt of the Demand. If a party fails to so designate its
arbitrator within said ten days, then the arbitrator designated by the party
designating an arbitrator shall act as the sole arbitrator and shall be deemed
to be the single, mutually-approved arbitrator to resolve the controversy. The
person(s) so chosen shall, within 20 days, select an additional, impartial
arbitrator conversant in English. If they fail to do so within said 20 days,
either party may petition any court of competent jurisdiction in any
jurisdiction to which both parties may, in their discretion, agree to appoint
the third arbitrator. The majority decision of e arbitrator) the arbitrator
panel (or the decision of the single shall, be final.


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            (b) Each party shall pay the arbitrator it designated and shall
share the cost of the third (or, if applicable, the sole) arbitrator. In the
event that the parties are unable to agree upon a rate of compensation for the
third (or sole) arbitrator, the arbitrator shall be compensated for his or her
services at a rate to be determined by the American Arbitration Association.

            (c) Discovery shall be liberally allowed by the arbitrators as
contemplated by the U.S. Federal Rules of civil Procedure, subject, however, to
such limitations as the arbitrators determine to be appropriate under the
circumstances, it being the parties mutual desire to have a prompt and efficient
arbitration.

            (d) The arbitrators shall endeavor to promptly schedule the
hearings, and to hold the hearings (on consecutive days if practicable), and
shall have authority to award relief under legal or equitable principles,
including interim or preliminary relief. Nothing in this section 19.3(d) shall
impair the right of a party to seek interim or preliminary relief in a court of
competent jurisdiction in any jurisdiction to which both parties may, in their
discretion, agree before the arbitration panel is constituted and convened.

            (e) Other than attorneys' fees and expenses (which shall be borne by
the party incurring the same), the costs of the arbitration shall be borne by
the losing party or shall be allocated between the parties in such proportions
as the arbitrators decide.

            (f) The arbitrators shall, upon the request of either party,
promptly (and in all events within 30 days of the conclusion of the hearing)
issue a proposed written opinion of their findings of fact and conclusions of
law which shall become final and binding in accordance with the terms thereof
unless either or both parties seek reconsideration in accordance with section
19.3(g). In making their decision, the arbitrators shall be bound by the terms
of this Agreement.

            (g) Either party shall have the right, within 20 days of receipt of
the arbitrators' proposed opinion to file with the arbitrators a motion to
reconsider (accompanied by a reasoned memorandum), and the other party shall
have 20 days to respond to that memorandum. After receipt of such-memorandum and
response, if any, the arbitrators thereupon shall reconsider the issues raised
by said motion and, promptly, either confirm or change their majority decision
which shall then be final and conclusive upon both parties. The costs of such a
motion for reconsideration and written opinion of the arbitrators shall be borne
by the moving party, or shared equally by both parties if both parties request
such reconsideration.

20. BINDING AGREEMENT.

      This Agreement shall be binding upon, and inure to the benefit of, the
parties hereto, their successors and assigns. This Agreement shall be assignable
by either party only with the written consent of the other, which consent shall
not be unreasonably withheld, except that either party may assign this Agreement
without consent to the purchaser of all its stock or assets, or a substantial
part of all the assets of its business to which this Agreement relates.


                                       11
<PAGE>

            IN WITNESS WHEREOF, an authorized representative of each party has
signed this Agreement below.

                                        EVEREST AND JENNINGS, INC.

                                        By:________________________________
                                                     (Signature)
                                        Name:______________________________

                                        Title:_____________________________

                                        Date:______________________________


                                        P.T. DHARMA POLIMETAL

                                        By:________________________________
                                                     (Signature)
                                        Name:______________________________

                                        Title:_____________________________

                                        Date:______________________________


                                       12
<PAGE>

        PART NUMBER          DESCRIPTION           REVISION LEVEL

        90761001                    VTA200
        90761002                    VTN200
        90761003                    VTA260
        90761004                    VTN260
        90761005                    TRA260
        90761006                    TRN260
        90761007                    TRA200
        90761008                    TRN200
        WILL ADVISE                 VTA2000
        90062335                    Slide                        A
        90247547                    Sfrm Rt Rec                  H
        90247548                    Sfrm Lf Rec                  H
        90249391                    Sfrm Rt PD                   D
        90249392                    Sfrm Lf PD                   D
        90249393                    Sfrm Rt PD                   C
        90249394                    Sfrm LF PO                   C
        90250115                    Sfrm Rt EZ                   A
        90250116                    Sfrm Lf EZ                   A
        90257AO7                    Arm Rt                       B
        90257AO8                    Arm Lf                       B
        90420379                    Extension                    D
        9046OG25                    Hngr Assy Rt                 D
        9046OG26                    Hngr Assy Lf                 D
        90385409                    Footplate                    B
        9006AOO2                    Slide                        A
        9006AOO3                    Slide                        A
        90188CO3                    Sfrm 200 Rt                  A
        90188CO4                    Sfrm 300 Lf                  A
        90232301                    Arm Rt                       C
        90232302                    Arm Lt                       C
        90250MO3                    Sfrm Det Rt                  A
        90250MO4                    Sfrm Det Lf                  A
        90862MO2                    Arm                          D
        90865NO1                    Frt Sdfrm P2 Rt              B
        90865NO2                    Frt Sdfrm P2 Lf              B
        90385510                    Footplate                    C


                                       13
<PAGE>

Parent 90761001       CHAIR SUB, VTA2OOXX

Component             Revision              Description   Quantity Required

90188CO3                     A              SF-P8A200-77X               1
90188CO4                     A              SF-P8A200-77X               1
90273100                     L              RAIL INBTM 30 202           2
90543901                     R              XB-8AU-2X- 1816-SD II       1
90543902                     R              XB-8AU-2X- 1816-SD II       1
90280080                     A              SCREW P 30 821              4
90532560                     A              NUT ST 10 32 90 900         4
90440880                     A              NUT ST TN 74 906            1
90331686                     B              BOLT HH.31-24X3.25L         1
90525300                     E              GUIDE SEAT 90 336           4
90188BOt                     A              AS-200-16-VISTA             2
90073220                     C              RIVET POP5/32 DIA           4

Parent 90761002       CHAIR SUB, VTN20OXX

Component             Revision              Description   Quantity Required

90188CO3                     A              SF-P8A200-77X               1
90188CO4                     A              SF-P8A200-77X               1
90273100                     L              RAIL FNBTM 30 202           2
90280080                     A              SCREW PRHM 30 821           4
90532560                     A              NUT ST 10 32 90 900         4
90440880                     A              NUT ST TN 74 906            1
90531686                     B              BOLT HH.31-24X3.25L         1
90525300                     E              GUIDE SEAT 90 336           4
90188BOI                     A              AS-200-16-VISTA             2
90073220                     C              RIVET POP5/32 DIA           4
90541251                     M              XB-8NU-2X- 1616-SD 12       1
90541252                     M              XB-8NU-2X- 1616-SD 12       1


                                       14
<PAGE>

Parent 90761004       CHAIR SUB, VTN26OXX

Component             Revision              Description   Quantity Required

90250MO3                     A              SF-P8A250-77X               1
90250MO4                     A              SF-P8A250-77X               1
90273100                     L              PALL INBTM 30 202           2
90232890                     D              AX-OCK-ADJ                  2
90280080                     A              SCR-EW PRHM 30 821          4
90532-160                    A              NUT ST 10 32 90 900         4
90440880                     A              NUT ST TN 74 906            1
90531686                     B              BOLT HH.31-24X3.25L         1
90800213                     G              BUSHING FRONT POST          2
90062330                     E              SLIDE ASM FRONT EZLIT       2
90541251                     M              XB-8NU-2X- 1616-SD 12       1
90541252                     M              XB-8NU-2X- 1616-SD I)       1
9025OB09                     C              A260-VIA-FOS-H RT           1
9025OB19                     C              A.260-VIA-FOS-H LF          1

Parent 90761005          CHAIR SUB, TRA26OXX

Component             Revision              Description   Quantity Required

90250MO3                     A              SF-P8A250-77X               1
90250MO4                     A              SF-P8A250-77X               1
90273100                     L              RAIL INBTM 30 202           2
90543901                     R              XB-8AU-2X-1816-SDII         1
90543902                     R              XB-8AU-2X- 1816-SD II       1
90232890                     D              AX-ARMLOCK-ADJ              2
90280080                     A              SCREW P 30 821              4
90532560                     A              NUT ST 10 3 2 90 900        4
90440880                     A              NUT ST TN 74 906            1
90531686                     B              BOLT HH.31-24X3.25L         1
90800213                     G              BUSIENG FRONT POST          2
9006AOO2                     A              SLIDE ASM-FRNT POST.1       2
90516321                     D              RAIL INTOP 90-204FL         2
90508724                     L              BUTTON PLG .87X12GA         2
90257AO7                     B              ARM 263SW-VISTA             1
90257A08                     B              ARM 263 8W-UBTA             1


                                       15
<PAGE>

Parent 90761006       CHAIR SUB, TRN260XX

Component             Revision              Description   Quantity Required

90250MO3                     A              SF-P8A250-77X               1
90250MO4                     A              SF-P8A250-77X               1
90273100                     L              RAIL INBTM 30 202           2
90232890                     D              AX-ARMLOCK-ADJ              2
90280080                     A              SCREW PRHM 30 821           4
90532560                     A              NUT ST 10 32 90 900         4
90440880                     A              NUT ST TN 74 906            1
90531686                     B              BOLT HH.31X24X3.25L         1
90800213                     G              BUSHING FRONT POST          2
90541251                     M              XB-8NU-2X-1616-SD 12        1
90541252                     M              XB-8NU-2X-1616-SD 12        1
9006AOO2                     A              SLIDE ASM-FRNT POST.1       2
90516321                     D              RAIL INTOP 90-204FL         2
90508724                     L              BUTTON PLG.87Xl2GA          2
90257AO7                     B              ARM 263SW-VISTA             1

Parent 90761006       CHAIR SUB, TRN26OXX

Component             Revision              Description   Quantity Required

90257AO8                     B              ARM 263SWIVISTA             1

Parent 90761007       CHAIR SUB, TRA200XX

Component             Revision              Description   Quantity Required

90188CO3                     A              SF-P8A200-77X               1
90188CO4                     A              SF-P8A200-77X               1
90273100                     L              RAIL INBTM 30 202           2
9054390t                     R              XB-8AU-2X-1816-SDII         1
90543902                     R              XB-8AU-2X-1816-SDII         1
90280080                     A              SCREW PRHM 30 821           4
90532560                     A              NUT ST 10 32 90 900         4
90440880                     A              NUT ST TN 74 906            1
90531686                     B              BOLT HH.31-24X3.25L         1
90525300                     E              GUIDE SEAT 90 336           4
90516410                     E              RAIL INNER TOP U20          2


                                       16
<PAGE>

Parent 90761003       CHAIR SUB, VTA26OXX

Component             Revision              Description   Quantity Required

90250MO3                     A              SF-P8A250-77X               1
90250MO4                     A              SF-PSA250-77X               1
90273100                     L              RAIL INBTM 30 202           2
90543901                     R              XB-8AU-2X-1816-SDII         1
90543902                     R              XB-8AU-2X-1816-SDII         1
90232890                     D              AX-ARMLOCK-ADJ              2
90280080                     A              SCREW PRHM 30 821           4
90532560                     A              NTJT ST 10 32 90 900        4
90440880                     A              NUT ST TN 74 906            1
90531686                     B              BOLT HHJ.31-24X3.25L        1
90800213                     G              BUSHING FRONT POST          2
90062330                     E              SLIDE ASM FJRONT EZLIT      2
9025OB09                     C              A260-VIA-FOS-H RT           1
9025OB19                     C              A260-VIA-FOS-H LF           1

Parent 90761008       CHAIR SUB, TRN20OXX

Component             Revision              Description   Quantity Required

90188CO3                     A              SF-PSA200-77X               1
90188CO4                     A              SF-P8A200-77X               1
90273100                     L              RAIL INBTM 30 202           2
90280080                     A              SCREW PRHM 30 821           4
90532560                     A              NUT ST 10 32 90 900         4
90440880                     A              NUT ST TN 74 906            1
9053t686                     B              BOLT HH.31-24X3.25L         1
90525300                     E              GUIDE SEAT 90 336           4
90541251                     M              XB-8NU-2X-1616-SD12         1
90541252                     M              XB-8NU-2X-1616-SDI2         1
90516410                     E              RAIL INNER TOP U20          2


                                       17
<PAGE>

Parent P/N     VA20000
Component             Revision              Description   Quantity Required

90189801                     H              SF 20000 RT                 1
90189802                     H              SF                          1
90273100                     L              RAIL INBTM                  2
90543901                     R              XB-8AU-2X SD11              1
90543902                     R              XB-8AU-2X SD11              1
90525300                     E              SEAT GUIDEE FWD             2
00001002                     A              PLUG                        2
90531686                     B              BOLT                        1
90440880                     A              NUT                         1
90280080                     A              INNER BOLT                  4
90232560                     A              INNER NUT                   4
90416755                     F              BOLT                        2
90532720                     A              NUT                         2
90188801                     A              SIDEPANEL                   2
90073220                     C              RIVET                       8


                                       18
<PAGE>

                                   APPENDIX A
                                    continued

                             General Specifications

WELDMENTS:

Must exhibit smooth and uniform distribution with 100% coverage at junctions.

Must be free of voids, pin holes and discontinuities.

When fatigued to breakage, weldments must remain intact and not sever from the
base metal. A metal perimeter around the welded area must be evident after
fatigue breakage.

CHROME PLATING AND ADHERENCE:

Refer to specification P3001 "Electrodeposited Chrome Finishes"

Refer to ASTM B 571-91 para. 3, 10 or 13.

CHROME APPEARANCE:

Finish appearance shall be bright, reflective and uniform, free from blisters,
stains, pits, nodules, cracks, roughness discontinuities and discoloration when
viewed at a minimum distance of one foot under soft white florescent light of
100 ft-c.

Coverage of part must be 100% as noted in P3001 and uniform so that heavier
areas of the assemblies and parts do not exhibit goldish tones that results from
thin chrome layering.

PURCHASE ORDER REQUIREMENTS:

All materials and processed used in the fabrication of E & J parts shall not be
changed or altered without the prior written consent of Everest & Jennings
management.

All shipping containers shall be clearly marked with:

a.    part number
b.    quantity
c.    lot number, if applicable
d.    part name
e.    container number


                                  APPENDIX "A"
                                       19
<PAGE>

Standard Test Methods for
ADHESION OF METALLIC COATINGS(1)

This standard is issued under the fixed designation B571; the number immediately
following the designation indicates that year of original adoption or, in the
case of revision, the year of last revision. A number in parentheses indicates
the year of last reapproval. A superscript epislon ( ) indicates an editorial
change since the last revision or reapproval.

1. Scope

      1.1 This document describes methods for evaluating the adhesion of
metallic coatings on various substrates. The methods are qualitative and require
only simple tools or instruments and moderate skill.

2. Significance and Use

      2.1 Ten methods are useful for production control and for acceptance
testing of products.

      2.2 Interpreting the results of qualitative methods for determining the
adhesion of metallic coatings is often a controversial subject. If more than one
test is used, failure to pass any one test is considered unsatisfactory. In many
instances, the end use of the coated article or its method of fabrication will
suggest the technique that best represents functional requirements. For example,
an article that is to be subsequently formed would suggest a draw or a bend
test; an article that is to be soldered or otherwise exposed to heat would
suggest a heat quench test. If a part requires baking or heat treating after
plating, adhesion tests should be carried out after such posttreatment as well.

      2.3 Several of the tests are limited to specific types of coatings,
thickness ranges, ductilities, or compositions of the substrate. These
limitations are noted generally in the test descriptions and are summarized in
Table 2 for certain metallic coatings.

      2.4 "Perfect" adhesion exists if the bonding between the coating and the
substrate is greater than the cohesive strength of either. Such adhesion is
usually obtained if good electroplating practices are followed.

      2.5 For many purposes, the adhesion test has the objective of detecting
any adhesion less than "perfect." For such a test, one uses any means available
to attempt to separate the coating from the substrate. This may be prying,
hammering, bending, beating, heating, sawing, grinding, pulling, scribing,
chiseling, or a combination of such treatments. If the coating peels, flakes, or
lifts from the substrate, the adhesion is less than perfect.

----------
(1) These methods are under the jurisdiction of ASTM Committee B-8 on Metallic
    and Inorganic Coatings. Current edition approved March 30, 1979. Published
    May 1979.


                                  APPENDIX "A"
                                       20
<PAGE>

      2.6 If evaluation of adhesion is required, it may be desirable to use one
or more of the following tests. These tests have varying degrees of severity;
and one might serve to distinguish between satisfactory and unsatisfactory
adhesion in a specific application. The choice for each situation must be
determined.

      2.7 When guideline is for used for acceptance inspection, the method or
methods to used must be specified. Because the results of tests in cases of
marginal adhesion are subject to interpretation, agreement shall be reached on
what is acceptable.

      2.8 If the size and shape of the item to be tested precludes use of the
designated test method, equivalent test panels may be appropriate. If permitted,
test panels shall be of the same material and have the same surface furnish as
the item to be tested and shall be processed through the same prelating,
electroplating, and postplating cycle with the parts they represent.

3. Bend Tests

      3.1 Bend the part with the coated surface away, over a mandrel until its
two legs are parallel. The mandrel diameter should be four times the thickness
of the sample. Examine the deformed area visually under low magnification, for
example, 4x, for peeling or flaking of the coating from the substrate, which is
evidence of poor adhesion. If the coating fractures or blisters, a sharp blade
may be used to attempt to lift off the coating. With hard or brittle coatings,
cracking usually occurs in the bend area. Such cracks may or may not propagate
into the substrate. In either case, cracks are not indicative of poor adhesion
unless the coating can be peeled back with a sharp instrument.

      3.2 Bend the part repeatedly, back and forth, through an angle of 180 deg
until failure of the basis metal occurs. Examine the region at low
magnification, for example 10X, for separation or peeling of the coating. Prying
with a sharp blade will indicate unsatisfactory adhesion by lift-off of the
coating.

4. Burnishing Test

      4.1 Rub a coated area of about 5 cm2 with a smooth-ended tool for
approximately 15 s. A suitable tool is a steel rod 6 mm in diameter with a
smooth hemispherical end. The pressure shall be sufficient to burnish the
coating at each stroke but not so great as to dig into it. Blisters, lifting, or
peeling should not develop. Generally, thick deposits cannot be evaluated
satisfactorily.

5. Chisel-Knife Test

      5.1 Use a sharp cold chisel to penetrate the coating on the article being
evaluated. Alternatively the chisel may be placed in back of an overhang area of
the coating or at a coating-substrate interface exposed by sectioning the
article with a saw. A knife may be substituted for the chisel with or without
hammering or light tapping. If it is possible to


                                  APPENDIX "A"
                                       21
<PAGE>

remove the deposit, the adhesion is not satisfactory. Soft or thin coatings
cannot be evaluated for adhesion by mod.

6. Draw Test

      6.1 Form a suitable sample about 60 mm in diameter into a flanged cap
approximately 38 mm in diameter, to a depth up to 18 mm, through the use of a
set of adjustable dies in an ordinary punch press.(2) Penetration of the male
die may be continued until the cap fractures. The adhesion of the coating may be
observed directly or evaluated further by techniques described in Section 5 for
detachment from the substrate. If there is peeling or flaking of the coating or
if it can be detached, the adhesion is not satisfactory.

      6.2 Results from this technique must be interpreted cautiously, because
the ductilities of both the coating and substrate are involved.

7. File Test

      7.1 Saw off a piece of the coated specimen and inspect it for detachment
at the deposit/substrate interface. Apply coarse mill file across the sawed edge
from the substrate toward the coating so is to raise it, using an approach angle
of approximately 45 deg to the coating surface. Lifting or peeling is evidence
of unsatisfactory adhesion.

      7.2 This technique is not suitable for thin or soft coatings.

8. Grind-Saw Test

      8.1 Hold the coated article against a rough emery wheel so that the wheel
cuts from substrate toward the deposit in a jerky or bumpy fashion. A hack saw
may be substituted for the wheel making sure to saw in the direction that tends
to separate the coating from the substrate. Lifting or peeling is evidence of
unsatisfactory adhesion.

      8.2 This technique is especially effective on hard or brittle coatings but
is not suitable for thin or soft coatings.

9. Heat-Quench Test

      9.1 Heat the coated article in an oven for a sufficient time for it to
reach the temperature shown in Table 1. Maintain the temperature of the oven
within 10'C of the nominal. Coatings and substrates that are sensitive to
oxidation should be heated in an inert or reducing atmosphere or a suitable
liquid. Then quench the part in water or other suitable liquid at room
temperature.

----------
(2) Romanoff, F. P. Transactions. Electrochem. Soc. TESOA, Vol. 65, 1934, p.
385; Proceedings. Amer. Electroplaters Soc. AEPPB, Vol. 22, 1934, p. 155;
Monthly Review, Amer. Electroplaters Soc., MRAEA. Vol. 22, April 1935, p. 8.


                                  APPENDIX "A"
                                       22
<PAGE>

      9.2 Flaking or peeling of the deposit is evidence of unsatisfactory
adhesion. Blisters may erupt during the beat and quench test when plating
solution is entrapped in substrate surface pits or pores which are bridged by
the deposit. If the deposited coating cannot be peeled or lifted from the
substrate in an area adjacent to the blister(s), the appearance of blisters
should not be interpreted as evidence of inferior adhesion.

      9.3 Diffusion and subsequent alloying of metals may improve the bond
strength of electrodeposits. In some cases, a brittle layer may be created by
the material involved causing peeling due to fracture rather than poor adhesion.
This would not give a correct indication of as-plated bond strength.

      9.4 This test is nondestructive if the procedure does not create unwanted
effects on parts.

10. Impact Test

      10.1 Use a hammer or impact device coupled with a suitable backing block
to support the article to be tested to deform the sample. Reproducible results
am more easily obtained by the use of a suitably modified impact tester where
the force is reproducible and the impact head contour is in the form of a 5-mm
diameter ball, shock loaded by a failing weight or swinging pendulum weight. The
severity of the test may be altered by changing the load and diameter of the
ball. Exfoliation or blisters in and around indentations are evidence of
inadequate adhesion.

      10.2 This test is sometimes difficult to interpret. Soft and ductile
coatings are generally not suited for evaluation.

11. Peel Test

      11.1 Bond a strip of steel or brass about 1.5 mm thick and 20 mm wide by
solder or suitable adhesive to a properly flat area of the coated surface of the
article. Adhesive-backed tape may be considered as a possible alternative. Heat
curing of the adhesive may be employed keeping in mind considerations noted in
3.7. The angle of pull shall be 90 deg to the surface. For reproducible results,
the rate of pull, the thickness and width of the strip, and deposit thickness
must be standardized. Failure in the coating/substrate is evidence of inadequate
adhesion.

      11.2 The tensile and shear strengths of adhesives and solders limit the
range of adhesion strengths that can be evaluated. A quantitative analysis of
the factors involved has been published.(3)

----------
(3) Saubestre, E.B., Durney, E.B. Hajdu, J., and Bastenbeck, E. Plating, PLATA,
Vol. 52, October 1965, pp. 982-1000.


                                  APPENDIX "A"
                                       23
<PAGE>

12. Push Test

      12.1 Drill a blind hole 0.75 cm in diameter from the underside until the
point of the drill tip comes within approximately 1.5 mm of the
deposit/substrate interface on the opposite side. Supporting the material on a
ring about 2.5 cm in diameter, apply steady pressure over the blind hole using a
hardened steel punch 0.6 cm, in diameter until a button sample is pushed out.
Exfoliation or peeling of the coating in the button or crater areas is evidence
of inadequate adhesion.

      12.2 Soft, very ductile, and thin deposits are generally not suited for
this technique.

13. Scribe-Grid Test

      13.1 Scribe two or more parallel lines or rectangular grid pattern on the
article using a hardened steel tool ground to a sharp (30-deg) point with a
distance between the scribed lines of approximately ten times the nominal
coating thickness, with a minimum distance of 0.4 mm. In scribing the lines, use
sufficient pressure to cut through the coating to the substrate in a single
stroke. If any portion of coating between the lines breaks away from the
substrate, the adhesion is inadequate.

      13.2 Generally, thick deposits are not suitable for evaluation unless a
chisel or other sharp instrument is used to pry the exposed coating/substrate
interface, in which case this technique becomes a variant of Section 5.

14. Test-Coating Systems

      14.1 Recommended adhesion tests for a variety of coating are given in
Table 2.(4)

----------
(4) Chessin, H., and Poor, J.G., Plating, PLATA, Vol. 46, 1954, p. 1037.


                                  APPENDIX "A"
                                       24
<PAGE>

                                TABLE 1  Temperature Test Guide
---------------------------------------------------------------
                               Coating Material
                -----------------------------------------------
                Chromium,
                 Nickel,
                 Nickel                     Lead.
                    +          Tin.         Tin./        Zinc,       Gold and
   Substrate    Chromium,    Tempera-       Lead,       Tempera-      Silver,
                 Cooper,     ture,         Tempera-      ture,       Tempera-
                Tempera-    (degrees) C    ture,       (degrees) C    ture,
                ture,                    (degrees) C
               (degrees) C
--------------------------------------------------------------------------------
Steel             250          150          150           150          250
Zinc alloys       150          150          150           150          150
Copper and cooper 250          150          150           150          250
  alloys
Aluminum and      220          150          150           150          220
  aluminum alloys
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                   TABLE 2  Adhesion Tests Appropriate for Various Coastings
---------------------------------------------------------------------------------------------------
                                          Coating Material
             ---------------------------------------------------------------------------------------
                                                          Nickel
               Cad-   Chro-   Cooper   Lead and   Nickel   and     Silver     Tin and    Zinc   Gold
Adhesion Test  mium   mium             Lead/Tin           Chro-              Tin/Lead
                                        Alloy              mium               TAlloy
----------------------------------------------------------------------------------------------------
<S>              <C>    <C>      <C>      <C>      <C>      <C>       <C>      <C>      <C>     <C>
Bend             o               o                  o        o
Burnish                          o        o         o        o        o        o        o       o
Chisel                  o        o                  o                 o
Draw             o      o        o        o         o        o        o        o        o       o
File                             o                  o        o
Grind and saw           o                           o        o
Heat/quench             o        o        o         o        o        o        o                o
Impact                  o        o                  o        o                 o
Peel             o               o        o         o                 o        o        o       o
Push                    o                           o        o
Scribe           o               o                  o                 o        o        o       o
----------------------------------------------------------------------------------------------------
</TABLE>

      The American Society for Testing and Materials takes no position
respecting the validity of any patent rights asserted in connection with any
item mentioned in this standard. User of this standard are expressly advised
that determination of the validity of any such patent rights, and the risk of
infringement of such rights, are entirely their own responsibility.

      This standard is subject to revision at any time by the responsible
technical committee and must be reviewed every five years and if not revised,
either reapproved or withdrawn. Your comments are invited either for revision of
this standard or for additional standards and should be addressed to ASTM
Headquarters. Your comments will receive careful consideration at a meeting of
the responsible technical committee, which you may attend. If you feel that your
comments have not received a fair hearing you should make your views know to the
ASTM Committee on Standards, 1916 Race St., Philadelphia, PA 19103.


                                  APPENDIX "A"
                                       25
<PAGE>

                        ELECTRODEPOSITED CHROME FINISHES

1.0 PURPOSE

      This specification defines the metal finish requirements, terminology and
      test techniques for additive inorganic (electrodeposited) nickel and
      chrome finishes.

2.0 SCOPE

      This specification covers decorative chrome finishes over nickel
      underplating on carbon steels, ASTM B456 type Fe/Ni 13 Crr. The attached
      figures 1,2,3,4, illustrate common areas for surface buffing.

3.0 DEFINITIONS

      Terminology used is consistent with 8-374, B-456, and B-571.

4.0 RELATED DOCUMENTS

      4.1   ASTM B-374 - Standard Definitions of Terms Relating to
            Electroplating.

      4.2   ASTM B-380 - Standard Method of Corrosion Testing of Decorative
            Chromium Electroplating by the Corrodkote Procedure.

      4.3   ASTM B-287 - Standard Method of Corrosion Testing . . . by the
            Acetic Salt Spray Method.

      4.4   ASTM B-242 - Standard Practice for Preparation of High Carbon Steel
            for Electroplating.

      4.5   ASTM B-456 - Standard Specification for Electrodeposited Coatings of
            Copper Plus Nickel Chromium and Nickel Plus Chromium.

      4.6   ASTM B-571 - Standard Test Methods for Adhesion of Metallic
            Coatings.

      4.7   Procedure Q - 1019 Nonconformances and Material Review Board.

      4.8   Procedure Q - 1023 Attributes Sampling.

5.0 REQUIREMENTS

      5.1   Base Metal Mechanical Prefinish - Shall be per the applicable
            Everest and Jennings polishing specification as designated on the
            product drawing/manufacturing order.


                                  APPENDIX "A"
                                       26
<PAGE>

            5.1.1 Polish requirements defined by figures 1 through 4 shall be
                  specified as (P3001-01) in the material finish block of the
                  drawing.

            5.1.2 Polish requirements not covered by figures 1 through 4 shall
                  be Specified as (P3001-02) the unprocessed raw material "as
                  received" from the vendor.

      5.2   Underplating

      5.3   NICKEL UNDERPLATE:

            1.    Semi-bright layer should be 60 percent of total Nickel
                  thickness.

            2.    Bright Nickel should be 40 percent of total Nickel thickness.

                  Total Nickels and chrome thickness should average 0.6 MIL.

            5.3.1 Decorative Chrome

                      5.3.1.1       Decorative chrome plating shall comply with
                                    requirements of ASTM B-456 suffix 1, para
                                    4.5. The designation for the chromium
                                    deposit applied at Everest and Jennings is
                                    "mp" for microporous chromium containing a
                                    minimum of 100 pores/mm2.

                      5.3.1.2       Decorative chrome plating shall have a
                                    minimum average thickness of 10 millionths
                                    of an incn (1.0(10-5) inches). When tested
                                    in accordance with requirements of ASTM
                                    B-456. Which specifies the use of the Kocair
                                    Electronic Thickness tester.

                      5.3.1.3       Decorative chrome plating shall be
                                    sufficiently adherent to product surfaces to
                                    meet requirements of ASTM B- 471, para 9
                                    with a baking temperature of 250o C or to
                                    withstand a bend around a mandrel with the
                                    radius specified.

                      5.3.1.4       Decorative chrome plating shall meet
                                    corrosion requirements of ASTM B-456 Service
                                    Condition SC- per para's 3.2 and 6.1, Table
                                    4 and appendix X1 when tested in accordance
                                    with requirements of ASTM B-287 or
                                    B-380.

                      5.3.1.5       Finish appearance shall be bright and
                                    uniform, free of stains, pits, roughness,
                                    cracks, discontinuities or discoloration on
                                    all exterior surfaces accessible to a 1/2"


                                  APPENDIX "A"
                                       27
<PAGE>

                                    diameter ball when viewed at a maximum
                                    distance of 1' under soft white fluorescent
                                    lights (or equivalent) providing 100
                                    candlepower as measured at the part surface.

                      5.3.1.6       Finish shall be free of blisters as viewed
                                    under conditions described in para 5.3.1.5,
                                    above.

      5.4   Stress Relief Annealing

            5.4.1 Steels containing 0.35% of carbon, or higher and case hardened
                  low carbon steels shall be stress relief annealed.

                      5.4.1.1       Sample units shall show no evidence of
                                    cracking under 7x magnification when, after
                                    finishing, they are subjected to the impact
                                    of a two pound hammer free falling from a
                                    height of one foot on a part surface
                                    bridging a span of 3", minimum.

            5.4.2 After stress relief and surface preparation (as required) the
                  product surface shall be clean and dry, free of oil, grease,
                  flux, buffing compounds, smut, scale and surface oxidation
                  when viewed without magnification from a distance of 1',
                  maximum, under lighting (or equivalent) providing 100
                  candlepower minimum measured at the product surface.

      5.5   Refinishing

            5.5.1 Arms, Handrims, 200-Arm Sideframes and Custom Products.

                      5.5.1.1       Prior to refinishing and/or mechanical
                                    rework of product, all residue of metallic
                                    electrodeposits shall be chemically stripped
                                    from basis metal surfaces.

                      5.5.1.2       Product shall be washed, pickled and
                                    repolished, as necessary, to render chemical
                                    stripping agents inert and to remove any
                                    residual stripping materials from the
                                    product.

                      5.5.1.3       After stripping but prior to replating,
                                    product shall be visually inspected using 7X
                                    magnification under soft white fluorescent
                                    lighting (or equivalent) providing 100
                                    footcandles minimum illumination, measured
                                    at the product surface, for evidence of
                                    deterioration of brazed
                                    joints.


                                  APPENDIX "A"
                                       28
<PAGE>

                      5.5.1.4       After stripping but prior to replating,
                                    product shall be marked in an inconspicuous
                                    area by a stamped indent.

                      5.5.1.5       Refinished product shall meet all
                                    requirements of paras 5.1 through 5.4 of
                                    this specification.

            5.5.2 Other Plated Product

                      5.5.2.1       Prior to refinishing and/or mechanical
                                    rework of product, all residue of decorative
                                    chrome electrodeposits shall be chemically
                                    stripped from basis metal surfaces.

                      5.5.2.2       Product shall be washed, pickled and
                                    repolished, as necessary, to render chemical
                                    stripping agents inert and to remove any
                                    residual stripping materials from the
                                    product.

                      5.5.2.3       After stripping, but prior to replating,
                                    product shall be visually inspected, using
                                    7X magnification under soft white
                                    fluorescent lighting (or equivalent)
                                    providing 100 footcandles minimum
                                    illumination, measured at product surface,
                                    for evidence of deterioration of the brazed
                                    joints.

                      5.5.2.4       After stripping but prior to replating,
                                    product shall be marked in an inconspicuous
                                    area with a stamped indent.

                      5.5.2.5       Refinished product shall meet all
                                    requirements of paras 5.1 through 5.4 of
                                    this specification.

                      5.5.2.6       Minor indents resulting from polishing
                                    through nickel underplate ("cut through")
                                    will be acceptable.

                                    5.5.2.6.1      "Cut through" shall not
                                                   exceed 1/4" diameter.

                                    5.5.2.6.2      No more than at "cut through"
                                                   shall be permitted in a given
                                                   3" diameter.

                                    5.5.2.6.3      Plating at "cut through"
                                                   shall be clean, bright,
                                                   adherent and corrosion
                                                   resistant.


            5.5.3 Plating thickness of refinished product shall at no point
                  exceed 300% of specified average minimum thickness requirement
                  of O.5mils for Nickel Plating.


                                  APPENDIX "A"
                                       29
<PAGE>

            5.5.4 Refinished product noncompliance after the third refinishing
                  cycle shall not be refinished further. Product shall be
                  referred to the Material Review Board for further disposition
                  per Quality Department Procedure Q-1019.


                                  APPENDIX "A"
                                       30
<PAGE>

-------------------------------------------------------------------
     PART NUMBER           DESCRIPTION           CURRENT PRICE
-------------------------------------------------------------------
          90761001            VTA200                     35.08
-------------------------------------------------------------------
          90761002            VTA200                     35.18
-------------------------------------------------------------------
          90761003            VTA260                     43.25
-------------------------------------------------------------------
          90761004            VTA260                     43.35
-------------------------------------------------------------------
          90761005            TRA260                     40.27
-------------------------------------------------------------------
          90761006            TRA260                     40.37
-------------------------------------------------------------------
          90761007            TRA200                     33.36
-------------------------------------------------------------------
          90761008            TRA200                     33.46
-------------------------------------------------------------------
     WILL ADVISE             VTA2000                     35.70
-------------------------------------------------------------------
          90062335            Slide                       1.28
-------------------------------------------------------------------
          90247547         Sfrm Rt Rec                   10.50
-------------------------------------------------------------------
          90247548         Sfrm Lf Rec                   10.50
-------------------------------------------------------------------
          90249391          Sfrm Rt PD                   11.00
-------------------------------------------------------------------
          90249392          Sfrm Lf PD                   11.00
-------------------------------------------------------------------
          90249393          Sfrm Rt PD                   12.50
-------------------------------------------------------------------
          90249394          Sfrm Lf PD                   12.50
-------------------------------------------------------------------
          90250115          Sfrm Rt EZ                   10.20
-------------------------------------------------------------------
          90250116          Sfrm Lf EZ                   10.20
-------------------------------------------------------------------
          90257A07            Arm Rt                      3.10
-------------------------------------------------------------------
          90257A08            Arm Lf                      3.10
-------------------------------------------------------------------
          90420379          Extension                     1.30
-------------------------------------------------------------------
          90460G25         Hngr Assy Rt                   2.90
-------------------------------------------------------------------
          90460G26         Hngr Assy Lf                   2.90
-------------------------------------------------------------------
          90385409          Footplate                     1.78
-------------------------------------------------------------------
          9006A002            Slide                       1.20
-------------------------------------------------------------------
          9006A003            Slide                       1.24
-------------------------------------------------------------------
          90188C03         Sfrm 200 Rt                   10.25
-------------------------------------------------------------------
          90188C04         Sfrm 300 Lf                   10.25
-------------------------------------------------------------------
          90232301            Arm Rt                      3.25
-------------------------------------------------------------------
          90232302            Arm Lf                      3.25
-------------------------------------------------------------------
          90250M03         Sfrm Det Rt                    9.95
-------------------------------------------------------------------
          90250M04         Sfrm Det Lf                    9.95
-------------------------------------------------------------------
          90862M02             Arm                        3.79
-------------------------------------------------------------------
          90865N01       Frt Sdfrm P2 Rt                  4.50
-------------------------------------------------------------------
          90865N02       Frt Sdfrm P2 Lf                  4.50
-------------------------------------------------------------------
          90385510          Footplate                     1.78
-------------------------------------------------------------------


                                  APPENDIX "B"
                                       31
<PAGE>

                                  APPENDIX "C"


                                       32
<PAGE>

                                    ADDENDUM
                                SUPPLY AGREEMENT

This document is to amend Section 3.4 of the Supply Agreement between Everest &
Jennings, Inc. and P.T. Dharma Polimetal as follows:

        Payment for each order issued in the first year of the Term of this
        Agreement shall be by bank wire transfer in U.S. currency to accounts in
        such banks as P.T. Dharma shall direct from time to time. Payment made
        by bank wire transfer shall be made within thirty (30) calendar days
        from receipt of P.T. Dharma's invoice or date of delivery to the vessel,
        whichever is later. Late payments shall be subject to a late payment
        penalty on amounts past due calculated at an annual rate of sixteen (16)
        percent. E&J shall receive a prompt payment discount calculated at an
        annual rate of nine (9) percent for payments made within Fifteen days of
        the receipt of the invoice of the date of delivery o the vessel,
        whichever is later. After the First year of the Term of the Agreement,
        payment shall be guaranteed in part by a stand-by Letter of Credit
        issued in P.T. Dharma's favor, the terms and conditions of which shall
        be mutually agreed upon by the parties, by a bank if E&J',s choosing.
        Once a suitable letter of credit is established by the parties, the late
        payment penalty provision of this Section 3.4 shall no longer apply.
        Each invoice issued under this agreement shall identify, at a minimum,
        any later date of delivery to vessel, E&J's applicable purchase order
        number, a full description of the Products included, and the purchase
        price.


Everest & Jennings, Inc.                     P.T. Dharma Polimetal


__________________________________           By:_______________________________
           (Signature)                                  (Signature)

                                             Name:_____________________________
Name:_____________________________
                                             Title:____________________________
Title:____________________________
                                             Date:_____________________________
Date:_____________________________


                                  APPENDIX "C"
                                       33
<PAGE>

Parent         90761008      CHAIR SUB, TRN200XX

Component        Revision              Description          Quantity Required
90188C03             A            SP-P8A200-77X                     1
90188C04             A            SP-P8A200-77X                     1
90237100             L            RAIL INBTM 30 202                 2
90280080             A            SCREW PRHM 30 821                 4
90532560             A            NUT ST 10 32 90 900               4
90440880             A            NUT ST TN 74 906                  1
90531686             B            BOLT HH.31-24X3.25L               1
90525300             E            GUIDE SEAT 90 336                 4
90541251             M            XB-8NU-2X-1616-SD12               1
90541252             M            XB-8NU-2X-1616-SD12               1
90516410             E            RAIL INNER TOP U20                2

Parent P/N            VA20000

Component        Revision              Description          Quantity Required
90189801             H            SF 20000 RT                       1
90189802             H            SF                                1
90273100             L            RAIL INBTM                        2
90543901             R            XB-8AU-2X SD11                    1
90543902             R            XB-8AU-2X SD11                    1
90525300             E            SEAT GUIDE FWD                    2
00001D02             A            PLUG                              2
90531686             B            BOLT                              1
90440880             A            NUT                               1
90280080             A            INNER BOLT                        4
90232560             A            INNER NUT                         4
90416755             F            BOLT                              2
90532720             A            NUT                               2
90188801             A            SIDEPANEL                         2
90073220             C            RIVET                             8


                                  APPENDIX "C"
                                       34