Exhibit 10.26


Translation


EMPLOYMENT
AGREEMENT


GESSNER
& CO. GMBH, Bruckmühl,

- hereinafter referred to as the “Company” –


and


Dr. Walter Haegler


enter into the
following agreement:


§ 1

Duties


(1)              As of 1 January 1990
Dr. Haegler was appointed by shareholder resolution as additional managing
director of the Company.


(2)              Dr. Haegler manages
the affairs of the Company – together with the other managing directors -
according to the laws, the articles of association and the internal rules
binding for the management.


(3)              Dr. Haegler
represents the Company together with another managing director or a holder of a
special statutory authority (Prokurist).


(4)              Dr. Haegler may to a
reasonable extent and by resolution of the management or the sole shareholder
also be assigned tasks, which are outside the area he is responsible for.  Upon the request of the management or the
sole shareholder Dr. Haegler shall also work for other companies of the
Steinbeis-Temming Group in a way still to be agreed in more detail.  Upon the request of the management or the
sole shareholder or at the end of his Employment Agreement Dr. Haegler shall
vacate such offices.


(5)              Dr. Haegler’ place
of work shall be Weidach.


§
2

Remuneration


(1)              As remuneration for his work Dr. Haegler shall
receive a fixed monthly gross salary which will be agreed separately and paid
out at the usual times by deduction of the statutory taxes and duties.


(2)              In November of each
year Dr. Haegler shall additionally receive s special payment in the amount of
a monthly salary (13th monthly salary).













(3)              The fixed monthly
gross salary shall be reviewed in reasonable intervals.  Such review shall take into account the
economic development of the Company and of the Steinbeis-Temming Group, the
personal performance of Dr. Haegler and the development of the general salary
level in the Steinbeis-Temming Group.  A
salary decrease can only be made on the conditions set out in sec. 87 para. 2
of the German Stock Corporation Act.


(4)              Dr. Haegler shall
receive an annual management bonus depending on the business success of the
Company and the Steinbeis-Temming Group if the Company also distributes a
management bonus to the other managing directors.  The conditions and amount of the management
bonus are subject to the provisions laid down from time to time by the sole
shareholder.


If the conditions for a management bonus are fixed for a business year
this bonus shall be paid at the latest at the time the annual accounts of all
companies of the aggregate Group for the business year for which the management
bonus is granted are adopted.


(5)                  Should
the Employment Agreement end prior to the expiry of a calendar year the annual
management bonus and the 13th monthly salary shall be reduced pro rata
temporis.


§
3

Remuneration in case of illness, accident and death


(1)                  In
case of any temporary incapacity to work due to illness, accident or any other
reason beyond the control of Dr. Haegler, salary payments shall be continued
according to sec. 2 para. 1 for a period of three months, however no longer
than until the termination of the Employment Agreement.  The time limit of three months shall commence
on the first day of the calendar month following the commencement of the
incapacity to work.  Any continued
payment of the salary exceeding the aforementioned time limit shall, if
necessary, regulated by resolution of the sole shareholder.  The salary to be continued shall be reduced
by the sick pay and other benefits Dr. Haegler receives from public or private
funds due to his incapacity to work.  However,
benefits based on private insurance shall not be taken into account if the
amounts for any such insurance are procured by Dr. Haegler.


(2)                  Should
Dr. Haegler be unable to work for a period of six months or more in a calendar
year the management bonus fixed according to § 2 para. 4 and the 13th monthly salary shall be accordingly reduced.


(3)              Should
Dr. Haegler die during the duration of his Employment Agreement, his widow and
legitimate children as joint and several creditors shall be entitled to continued
payment of his salary according to § 2 para. 1 for the month of his death and
the three following months, however no longer than until termination of the
Employment Agreement.  For this period,
the benefits to



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be paid to the widow and the legitimate children on the basis of the
pension commitment made towards Dr. Haegler shall be cancelled. (compare § 6).


§ 4

Fringe benefits


(1)                  The Company
shall reimburse Dr.Haegler’s travelling expenses and telephone calls made for
business purposes from a private telephone station according to its policy from
time to time.


(2)                  For the duration
of the Employment Agreement the Company shall make available to Dr. Haegler a
company car as it is provided for the other managing directors, which he may
also use for private purposes.  The
Company shall bear any operating and maintenance costs inasmuch as they are not
exclusively of a private nature.  Dr.
Haegler shall bear any taxes imposed on this benefit in kind.


(3)                  The Company
shall take out an accident insurance in favour of Dr. Haegler which corresponds
to the insurance taken out for the other managing directors.


§
5

Vacation


Dr.
Haegler is entitled to 30 working days of vacation per year.  If possible, the vacation shall be taken in
two intervals.  The vacation shall be
coordinated with the other managing directors of the Company and shall take
into account the interests of the Company.


§ 6

Pension Scheme


On
16 January 1987 the Company has given Dr. Haegler a separate pension commitment
which continues to apply.


In case of proving
successful, the Company promises Dr. Haegler to give him a new pension commitment
according to the framework provisions of 1 July 1985 for salary dependant
single pension commitments for board members, managing directors and directors
provided that the percentage rate relevant for the old age and disablement
pension amounts to 25% and is increased with each full year of service Dr.
Haegler works after 1 January 1990 by 1% each up to a maximum of 40%.


§ 7

Sideline employment


(1)              Dr. Haegler shall
make available his entire working capacity, his professional experience and
expertise exclusively to the Company and the other companies of
Steinbeis-Temming Group.



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Dr. Haegler shall not
without the prior consent of the sole shareholder carry on any other business
trade or occupation – no matter whether such occupation is carried on against
remuneration or on an honorary basis. 
This shall in particular apply to the assumption of offices on the
supervisory or advisory board or of similar offices.


(2)              Dr. Haegler shall
coordinate all publications and speeches affecting the interests of the Company
with the management.


(3)              The
prohibition of competition provided for in sec. 88 of the German Stock
Corporation Act shall accordingly apply to Dr. Haegler for the duration of the
Employment Agreement.  Additionally, for
the duration of the Employment Agreement Dr. Haegler will not take a direct or
indirect share in or work for a company without having obtained the written
consent of the sole shareholder.  The acquisition
of shares of any kind shall not fall under this restriction if such shares do
not render possible any influence on the bodies of the relevant companies.


§ 8

Employee inventions


For
inventions Dr. Haegler has made during the duration of his Employment Agreement
the provisions of the German Employee Invention Act (Gesetz über Arbeitnehmererfindungen)  shall accordingly apply.


§ 9

Confidentiality


Dr.
Haegler undertakes to observe strict secrecy with reference to any business and
operational affair of the Company and the other companies of the
Steinbeis-Temming Group and to keep the business records and documents as well
as any copy thereof under lock and key and, upon request, to make them
available to the sole shareholder.  Such
confidentiality shall survive termination of the Employment Agreement.


§ 10

Duration, termination and release from working


(1)              This Agreement shall
take effect on 1 January 1990 and shall run for an indefinite period of time,
and shall as of that date replace the employment agreement Dr. Haegler has concluded
with the Company on 16 January 1987.


(2)              Either
party may terminate the Employment Agreement by observing a period of 12 months
to the end of a calendar year.



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(3)              The
Employment Agreement shall end without giving notice of termination as of 31
December of the year in which Dr. Haegler completes the age of 63, i.e. on 31
December 2020.


(4)              Sec.
626 of the German Civil Code (BGB)
shall apply to the termination of the agreement for cause before the agreed
date.


(5)              Any termination
shall be made in writing to be effective.


(6)              After
any notice of termination, the Company shall be entitled to release Dr. Haegler
from working for the remaining term of the Employment Agreement with continuing
salary payment according to § 2 paragraphs 1 and 2.


§ 11

Final provisions


(1)              There are no oral
side agreements. Amendments and supplements to this Agreement shall be made in
writing to be effective.


(2)              Should
single provisions of this Agreement be or become ineffective this shall not
affect the validity of the remaining provisions.  The ineffective provision or any gap shall be
replaced or filled by a reasonable provision which comes as close as possible
to what the parties have intended according to their economic purpose.


(3)              Each
managing director of the sole shareholder is entitled, on behalf of the
Company, to solely make and accept legal statements in respect of all affairs
relating to the employment relationship of Dr. Haegler.


Brannenburg, 15 November
1989


GESSNER & CO. GMBH


STEINBEIS & CONSORTEN
GMBH


Signed by Michael
Steinbeis               and            ppa. Dr. H.F. Steinbeis


Dr. Walter Haegler


Distribution

1. Company

2. Dr. Haegler

3. Copies for personnel file and pension file



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