Exhibit 10.48

                      MANAGING DIRECTOR'S SERVICE AGREEMENT
                      -------------------------------------

                                     between

Yale Industrial Products GmbH, Velbert

Represented by the shareholder, Duff Norton Company, Inc. USA

                                              (hereinafter called the "Company")


And

Mr. Wolfgang Wegener

Winzermarkstrabe 85, 45529 Hatigen

                                        (hereinafter called "Managing Director")


                                    Preamble

For approval  and  adjustment  of the service  agreement  concluded  between the
Managing  Director  and the sole  shareholder  in 1986  including  the  embodied
benefit commitment the parties declare the following  provisions legally binding
as content of the existing agreement between them.




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                                      - 2 -


                                     ART. 1
                                     ------

Mr. Wegener has been  appointed as Managing  Director of the Company with effect
from January 1, 1986. His employment is subject only to the terms and conditions
hereinafter set forth,  which replace all stipulations of the former  employment
agreement mutually cancelled herewith.


                                     ART. 2
                                     ------

(1)  The Managing  Director shall place his working capacity  exclusively at the
     disposal and services of the Company and shall  promote the interest of the
     Company to the best of his ability.  In conformity  with the task incumbent
     upon him as "Geschaftsfuhrer, he shall, if necessary, be at the disposal of
     the Company also outside normal business hours.

(2)  For the duration of this  Agreement the Managing  Director shall not engage
     in any competitive  business nor in any kind of commercial  business either
     for his own account or for the account of a third party.  He shall  without
     prior  written  consent in writing of the  Company not  exercise  any other
     professional activity nor participate, directly or indirectly, in any other
     enterprise or in any other  business,  nor support any other  enterprise or
     business in any other way, either with or without remuneration. Engagements
     of the  Managing  Director in other  companies  of the Duff  Norton  Group,
     especially as their Managing Director, are expressively excluded of this.

(3)  Due to the above  prohibition of any spare time work and  competition,  the
     Managing  Director  shall  not be  prevented  from  participation  in other
     companies by acquiring listed securities or shares.


                                     ART. 3
                                     ------

The  Managing  Director  shall - jointly  and in  cooperation  with  such  other
Managing  Director or Directors of the Company as may be appointed  from time to
time - run the business and affairs of the Company in  accordance  with the Law,
the Articles of Association as well as in accordance with the directives  and/or
instructions  given to him from time to time by the Shareholders'  Meeting.  The
Managing   Director   shall  be  bound  to  comply  with  such   directives  and
instructions.



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                                      - 3 -


                                     ART. 4
                                     ------

(1)  In  consideration of the services  rendered and the obligations  undertaken
     thereunder, the Managing Director shall receive

     (a)  a fixed gross  annual  salary  amount to DM 260,832  payable in twelve
          equal  monthly  installments,  at the end of each  month,  in addition
          vacation  allowance,   Christmas  bonus,  and  other  social  security
          benefits  in  accordance  with the  collective  agreement  provisions.
          Possible overtime work will be settled hereby as well.

     (b)  Further  an  additional   salary   according  to  the  enclosed  bonus
          regulation in its current  version,  which constitute each an integral
          part of this agreement.

     (c)  In case that the  Managing  Directors  enters or  leaves  the  Company
          within a calendar  year he shall  receive the  aforesaid  remuneration
          proportionally.

(2)  The fixed salary shall be reviewed annually.  Then the economic development
     of the company,  the personal  performance of the Managing Director and the
     increase in the cost of living  shall be taken into  account in an adequate
     way.

(3)  The  Company  shall   reimburse  the  Managing   Director  for   reasonable
     expenditure and disbursements that he may incur on travel undertaken on the
     instructions  or  in  the  interest  of  the  Company  and  for  reasonable
     representation  purposes  in the  interests  of the  Company in the form of
     proper  vouchers.  If no such  vouchers  are  submitted,  the Company  will
     reimburse the Managing  Director for his traveling  expenses at the maximum
     globally   daily  expense  rates  for  employees   recognized  by  the  tax
     authorities from time to time.

(4)  The Company puts a company  owned car at the Managing  Director's  disposal
     for the  time  being a  Mercedes  280  E-model,  which  he may use also for
     private  purposes.  The  Managing  Director  has to pay tax on the monetary
     benefit from the private use. The parties reserve to settle further details
     by a separate car letting agreement, which becomes an integral part of this
     agreement too.



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                                      - 4 -

(5)  The  Company  approves  the  benefit  commitment  embodied in the not dated
     service agreement of 1986 granted to the Managing Director according to the
     incorporated benefit regulation for managerial staff of Eaton GmbH, Velbert
     as of  September 1, 1971 with the  supplements  of March 10 and 23, 1978 as
     well as April 30, 1982.

     The  benefit  regulation  as well as the above  mentioned  supplements  are
     attached as appendix.

     According  to the single  contractual  commitment  of December 12, 1988 the
     former  tenure of office with Eaton GmbH (January 1, 1976 till December 31,
     1985)  will be  dynamically  credited.  A credit of these  former  years in
     office takes place also for the  determination of probable  non-forfeitable
     pension  expectancies with regard to the basis as well as in respect of the
     amount  (Section 1 and Section 2 BetrAVG).  The originally  non-forfeitable
     expectancies  at Eaton GmbH which in view of the credit were  undertaken by
     the  Company  with a free of debt effect for Eaton GmbH and an asset in the
     amount of DM 47,771 was transferred for it in 1988.

     An offset of pension payments  against benefits from the statutory  pension
     insurance shall not take place.

(6)  The  parties  reserve to settle the payment  and the  contribution  towards
     insurance premiums, as for example old age pension insurance, pension fund,
     whole-life insurance, health insurance or personal accident insurance, by a
     separate agreement which becomes an integral part of this agreement.

(7)  Other  activities of the Managing  Director in other  companies of the Duff
     Norton Group especially as their Managing  Director shall be settled by the
     above stated salary regulation.


                                     ART. 5
                                     ------

(1)  The Managing  Director shall be obliged to notify the Company without delay
     of any disability for service of its reasons and its foreseeable duration.



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                                      - 5 -


(2)  In case of sickness the Managing  Director  shall be obliged,  prior to the
     end of the third  calendar day after the  beginning of his  disability  for
     service,  to submit a certificate  of a physician  about the disability and
     its foreseeable duration.  Should such disability for service prevail for a
     longer time than stated in the certificate,  the Managing Director shall be
     obliged to submit a new certificate of a physician within three days.

(3)  In case that the  Managing  Director  shall be unable to carry out his work
     because of illness not caused through his fault, he will be granted payment
     during illness for a period up to 6 months.


                                     ART 6.
                                     ------

(1)  The Managing Director shall be entitled to an annual vacation of 30 working
     days.  The  timing  of  such  vacation   shall  be  coordinated   with  the
     shareholders taking into account the business requirements.

(2)  If the Managing  Director is not able to take the annual  vacation in whole
     or in part until  March 31, of the  following  year,  the loss of  vacation
     shall be compensated on the basis of the fixed salary.


                                     ART. 7
                                     ------

(1)  The Managing  Director shall keep absolute secrecy regarding the activities
     and the affairs of the  Company  and/or its  shareholders  and/or the other
     companies  of the Duff Norton Group as well as  regarding  all  information
     whatsoever  received  or  acquired  by him in exercise or as a result of or
     otherwise in  connection  with his  activities of the Company in respect of
     the Company  and/or its  shareholders  and/or  other  Companies of The Duff
     Norton  Group  and in  particular  not to use  them or let  them use to the
     detriment of the Company,  especially in respect of their products, working
     and  distribution   methods,   manufacturing   processes,   experience  and
     inventions of any description, unless they are in public domain.

(2)  Upon  termination of this Service  Agreement,  the Managing  Director shall
     deliver to the Company all data and documents,  evidence and correspondence
     relating to the Company and/or the other companies of the Duff Norton Group
     or their  products.  This shall also apply to  personal  notes and  private
     correspondence  of the Managing  Director,  as far as the same concerns the
     Company and/or other companies of the Duff Norton Group.



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                                      - 6 -


                                     ART. 8
                                     ------

(1)  With regard to the missing  protection  of the  Managing  Director  against
     unfair  dismissal the parties agree upon the payment of a  compensation  in
     order to  provide  an  adequate  and  transitional  supply in case that the
     Managing  Director will leave the company on company's  order and no reason
     exists which would justify termination without notice.

     The  compensation  for  each  complete  year of his  activity  as  managing
     director  amounts to 1.5 times of his monthly  salary paid on an average of
     the last 3 calendar  years  according  to Article 4  Subchapter  (1) of the
     Service Agreement.  The compensation amounts to 36 monthly salaries at most
     according  to  Article 4  Subchapter  (1) and is  payable at the end of the
     Service Agreement.

(2)  If the Managing  Director will leave the company  after having  reached the
     age of 65 years according to Article 9 Subchapter (5) he is not entitled to
     a compensation payment.

(3)  In case of a  termination  of the  employment  relation  subsequent  to the
     completion  of the  55th  year  of age of the  Managing  Director  due to a
     termination by the Company  without an important  ground that is founded in
     the person of the  Managing  Director  entitling to a  termination  without
     notice,  the Managing  Director is entitled to the benefits provided fir in
     the benefit regulation in case of premature  retirement after completion of
     the 55th year of age whereby  only the years of office up to the  premature
     retirement  will be  credited.  An  additional  actuarial  reduction or the
     application  of the  reduction  factors  provided  for in appendix 6 of the
     benefit  regulation  shall not apply for parts of the pension out of income
     up to the double as well as for parts of the pension  exceeding  the double
     of the income limit for the  assessment of  contributions  of the statutory
     pension insurance.

     Subsequent to the completion of the 60th year of age the Managing  Director
     the  waiver  of all  reduction  provisions  according  to  chapter 6 of the
     benefit  regulation  will  also  apply  in case of the  termination  of the
     Managing Director himself.



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                                     ART. 9
                                     ------

(1)  This Service Agreement is concluded for an undetermined period of time.

     This Service  Agreement  may be  terminated  by either party by observing a
     period of notice of six months until the end of any calendar quarter year.

(2)  The right to terminate the employment  forthwith for important reason shall
     remain unaffected.

(3)  Any notice of termination has to be given in writing.

(4)  Upon notice of termination  have been given for whatever reason by whatever
     party,  the Company  shall be  entitled  at any time  before the  effective
     termination  or  expiration  of the  Service  Agreement  to grant  leave of
     absence to the  Managing  Director  and to suspend and to dispense him from
     his  further  services  partly or wholly and waive them,  however,  without
     prejudice to the rights and obligations of the parties  otherwise  existing
     under this Agreement.

(5)  This  Service  Agreement  shall  end  automatically,  without  a notice  of
     termination being necessary,  when the month in which the Managing Director
     has completed the age of 65 years has elapsed.



                                     ART. 10
                                     -------

     The Company  shall have the right at any time to appoint  further  Managing
     Directors  beside the  Managing  Director,  and to  rearrange  the power of
     representation  in respect of the  Company  (sole  representation  or joint
     representation).  Nothing in this Contract  shall restrict the right of the
     Company to revoke and the cancel the  appointment of the Managing  Director
     as "Geschaftsfuhrer" of the Company at any time, subject to whatever rights
     the Managing  Director may have by the terms and conditions of this Service
     Agreement until the date of its effective expiration or termination.




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                                     ART. 11
                                     -------

(1)  In the event that any of the provisions  contained in this Agreement should
     be or become invalid for any reason  whatsoever,  such invalidity shall not
     affect the validity of the  remaining  contractual  provisions.  An invalid
     provision shall be replaced by a new clause, which guarantees the sense and
     purpose of the invalid provision as far as possible.

(2)  The provisions of this Service  Agreement shall replace all previously made
     verbal or written  agreements.  Each change or amendment to this  Agreement
     including  this  clause  shall  require a written  agreement  between  both
     parties to make it valid.

(3)  This Service  Agreement  is subject to the laws of the Federal  Republic of
     Germany.  Exclusive  place of  jurisdiction  shall  be at the  place of the
     office of the Company. The German version of this Agreement prevails.

(4)  The Managing  Director confirms that he has received today an executed copy
     of this agreement signed by the Company.


1996, this 31st day of December



For Yale Industrial Products GmbH
By Duff Norton Company, Inc.


/S/ ROBERT L. MONTGOMERY                              /S/ WOLFGANG WEGENER
------------------------                              --------------------
Treasurer                                             Managing Director