[EXHIBIT 10.12]

                    JOINT VENTURE AGREEMENT


This Agreement is made at Plzen, Czech Republic, this 4th day of April
1997 by and between TATRA a.s., (hereinafter referred to as TATRA), a
joint stock company incorporated in the Czech Republic and having its
principal office at Stefanikova 1163, 742 21 Koprivnice, Czech
Republic of the one part and VENUS UDYOG (INDIA) LIMITED, (hereinafter
referred to as VENUS), a limited company incorporated in India and
having its registered office at 185, Walkeshwar Road, Navyug Niketan,
Bombay 400 006, India, of the other part, individually referred to as
the "Party" and collectively referred to as the "Parties".

WHEREAS Tatra is inter alia engaged in the business of manufacture of
multi-purpose automotive vehicles in the Czech Republic and the export
of such vehicles world-wide,

AND WHEREAS Tatra is desirous of expanding its market in India and
surrounding territories stipulated in this understanding by
establishing manufacturing operations in India,

AND WHEREAS Venus sells various engineering products including
automobiles and automotive components in several countries through its
network of associates in the U.K., Czech Republic, Slovakia, C.I.S.,
Singapore and India and provides sales and marketing support to Tatra
in the exports of their vehicles to India and is desirous of
furthering the business of this Tatra in India by way of a joint
venture project to manufacture and sell, in India and in the
surrounding countries, vehicles based on the products and technology
developed by Tatra,


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Both the parties as proposed shareholders in a joint venture hereby
enter into an Agreement (hereinafter referred to as the "Agreement")
as under:

1.	The parties agree to incorporate a Joint Venture (hereinafter
        referred to as "JV") as per the applicable rules for
        incorporation of limited liability companies in India under the
        name of Tatra Udyog Limited.  Both Tatra and Venus agree to the
        use of their names, in part or full, either independently or in
        any combination, by the joint venture, and as permissible by the
        applicable laws.  The JV will be authorised to the use of such
        trademarks and tradenames in the territories defined in this
        Joint Venture Agreement.  Such authorisation will be
        automatically granted to the JV by each of the parties for the
        names and marks, partly or wholly, owned by each party, until
        such time as the owning party ceases to be party to this JV.

2.	The principal objective of the JV will be the manufacture and
        sale of various types of trucks, spares and the service and
        maintenance inter alia in the territories defined in this
        agreement.  In addition, the JV will undertake the design,
        development, modification and type of approvals of products as
        may be demanded by the markets in the territory.  Any design or
        development requiring substantial modification to engines,
        gearbox, axles and other power train elements will require prior
        approval of Tatra which will not be unreasonably withheld.  The
        parties will explore the possibilities to expand the activities
        of the JV as may be mutually agreed.

3.	The definition of territories in this Joint Venture Agreement
        will be the countries of India, Sri Lanka, Bangladesh, Nepal and
        any other country/countries that may be



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        mutually agreed between Tatra and the JV in writing.  On a case
        to case basis, whenever possible, demand for vehicles from
        right hand drive market outside the territory will be serviced
        by the JV on mutually agreed terms.

4.	Venus agrees to provide such facilities as may be required by the
        JV for its incorporation in India.  The registered office of the
        JV will be located in a State in India as mutually agreed by the
        parties.  Venus will be reimbursed by JV adequate agreed
        compensation for the use of its office premises and other
        expenses incurred by it for the purpose of JV.

5.	Tatra will hold 50% (fifty percent) and Venus will hold 50%
        (fifty percent) of the share capital in the joint venture.  Both
        Tatra and Venus will contribute up to the equivalent of USD 2
        million each towards the setting up of manufacturing facilities
        of capacity 3000 vehicles per annum (on 3 shift working basis).
        While contributions will be made only as demanded by the project
        requirements, Venus will guarantee its share of total
        contributions for the above initial capital requirements.
        Subsequent increases to subscribed capital by each of the two
        parties will be mutually agreed by them and will be such that
        total share capital of each party will be in proportion to their
        share capital holdings as above.

6.	TRANSFER PROVISIONS

6.1.	Tatra and Venus shall not be entitled to transfer any of the
        shares held by them in JV for a period of 5 years from the date
        of the first sale by the JV of its products and thereafter only
        except in accordance with the provisions of this Agreement.


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6.2.	i)	If at any time Tatra desires to transfer any or all of
                shares held by them in JV, it shall offer such shares in
                the first instance to Venus.  Venus shall be entitled to
                purchase all but not less than all the shares so offered or
                to nominate any person or entity of its choice to accept
                all but not less than all the shares so offered or to
                nominate any person or entity of its choice to accept all
                but not less than all the shares so offered.  Venus shall
                be entitled to accept or reject such offer within a period
                of 90 days from the date of receipt from this offer.  If
                either Venus does not convey its acceptance to Tatra within
                90 days as aforesaid, or if Reserve Bank of India or any
                Indian Authority does not permit the sale of shares to
                Venus, the offer shall be deemed to have been rejected by
                Venus.

                If however, the price asked by Tatra (the original price)
                is not acceptable to Venus, Venus shall convey accordingly
                to Tatra within a period of 90 days from the date of
                receipt of offer.  In that case, the valuation of shares
                shall be referred to a firm of accountants acceptable to
                both the parties, who shall act as valuers and not as
                arbitrators.  Such price so fixed by the valuers will
                hereinafter be referred to as revised price.  Venus shall
                be entitled to accept or reject such a valuation within a
                period of 90 days from the date of receipt of such report.
                Only, if such offer is first rejected or deemed to have
                been rejected by Venus, or if the Reserve Bank of India or
                any Indian authority does not permit the sale of the shares
                to Venus, Tatra shall be entitled to sell the shares to any
                third party.  However, the offer to third party shall not
                be at a price lower than the lesser of the original price
                at which the shares were offered to Venus in the first
                instance or


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                after the valuation done by a firm of accountants as
                aforesaid.  Offer to a third party shall not be made on
                terms and conditions more favorable than those offered
                to Venus.  Venus shall have a first right of refusal as
                aforesaid only if it agrees to purchase all the shares
                offered by Tatra.  Tatra shall have such a right of
                offer to a third party within a period of six months from
                the date of rejection of its offer by Venus.  Thereafter,
                the procedure stated hereinabove shall have to be gone
                through.

        ii)     If at any time Venus desires to transfer any or all the
                shares held by it in JV to any person or entity, it shall
                offer such shares in the first instance to Tatra.  Tatra
                shall be entitled to purchase all but not less than all the
                shares so offered or to nominate any person or other entity
                of its choice to accept all but not less than all the
                shares so offered.  Tatra shall be entitled to accept or
                reject such offer within a period of 90 days from the date
                of receipt of the offer.  If Tatra does not convey its
                acceptance to Venus within a period of 90 days as
                aforesaid, or if the Reserve Bank of India or any other
                Indian authority does not permit the sale of the shares to
                Tatra, the offer shall be deemed to have been rejected by
                Tatra.

                If however, the price asked by Venus (the original price)
                is not acceptable to Tatra, it shall convey accordingly to
                Venus within a period of 90 days from the date of offer.
                In that case, the valuation of shares shall be referred to
                a firm of accountants acceptable to both the parties who
                shall act as valuers and not as arbitrators.  Such price so
                fixed by the valuers will hereinafter be referred to as


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                revised price.  Tatra shall be entitled to accept or reject
                such a valuation within a period of 90 days from the date
                of receipt of such report.  Only if such offer is first
                rejected, or deemed to be rejected by Tatra or if the
                Reserve Bank or India or any Indian authority does not
                permit the sale of shares to Tatra, Venus shall be entitled
                to sell the shares to any third party.  However the offer
                to a third party shall not be at a price lower than the
                lesser of the price at which the shares were offered to
                Tatra in the first instance or after the valuation done by
                a firm of accountants as aforesaid.  Offer to a third party
                shall not be made on terms and conditions more favorable
                than those offered to Tatra.  Tatra shall have a first
                right of refusal as aforesaid only if it agrees to purchase
                all the shares offered by Venus.  Venus shall have such a
                right of offering to a third party within a period of six
                months from the date of rejection to its offer to Tatra.
                Thereafter the procedure stated hereinabove shall have to
                be gone through.

7.      Nothing contained in clauses 6(i) and 6 (ii) shall apply to
        transfer of shares by either party to:

        (a)     the Company wherein the party to this agreement holds ore
                than 50 percent of its equity, or

        (b)     the proposed transferee company holds more than 50 percent
                of equity of the party to this agreement, or

        (c)     more than 50 percent of directors of the proposed
                transferee company or nominees of the party to this
                agreement, or


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        (d)     more than 50 percent of directors of the party to this
                agreement are nominees of the proposed transferee company,
                or

        (e)     any other mutually agreed party.

8.	The right to transfer the shares of JV to a third party as
        envisaged by clauses 6(i), 6(ii) and 7 shall be subject to the
        condition precedent that such third party (transferee) shall
        agree in writing to be bound by the terms of this Agreement.

9.	i)  Tatra will enter into a separate technical know-how agreement
        with the JV for the manufacture of vehicles to Tatra design by
        the JV from components/aggregates in either semi-knocked down or
        completely knocked down conditions according to assortment for
        modification and assembly of a range of vehicles.  The model
        range initially will consist of:

            *    Dumper

            *    Chassis (with and without platform and other
                 superstructures)

            *    Tractor

        ii)  The above vehicles will be based on the latest models
        developed by Tatra suitably modified to meet the Indian market
        requirements.  Subsequently, any other model/product or
        combinations will be offered as agreed with the JV.

        iii)  The transfer of technical know-how for the models/products
        referred to in 9(ii) hereinabove, providing technical assistance
        to te JV and for using the trade name/trade marks of Tatra and
        Skoda, the JV shall pay an agreed royalty on the ex-factory price
        (net


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        of taxes, excise and other duties) of vehicles manufactured
        and sold by the JV in the territories and such royalty payments
        will be as provided in the guidelines issued by Government of
        India and shall be subject to withholding tax in India.  The
        aggregate amount of the royalty, referred hereto, payable shall
        not exceed USD 3 million.  Upon the aggregate amount of royalty
        paid to Tatra by the JV reaching USD 3 million, the JV will be
        entitled to use free of cost the technical know-how and trade
        marks/trade names thereafter.

10.	i)  The Board of Directors of the JV will consist of maximum 6
        (six) members.  3 (three) directors will be nominees of Tatra and
        3 (three) directors will be nominees of Venus.  The maximum
        number of Directors may be increased by mutual agreement of the
        two parties and in any event, the number of nominees of each must
        be in proportion to their respective holdings in the share of
        capital of the JV.  If either Tatra or Venus desires to change
        its nominee(s) on the Board, it shall intimate accordingly to
        other party.  Both the parties shall carry out the change as
        required by the concerned party in the Board of the JV.

        ii)  Casual vacancy arising in the Board of Directors shall be
        filled up by appointing the nominee of the party whose nominee
        has vacated the office, so that both the parties continue to have
        an equal representation on the Board of the JV.

        iii)  The Board shall be entitled to appoint an alternate
        director to act for any director (hereinafter referred to as
        Original Director) during his absence for a period of not less
        than three months from the state in which meetings of the Board
        are ordinarily held.  The



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        alternate director has to be resident of any state within the
        Republic of India.  In such a case the alternate director shall be
        a person nominated by the party which nominated the Original
        Director.  The party nominating the alternate director shall have
        a right to withdraw its nominated alternate director and appoint
        another in his place.

        iv)  The first directors of the JV shall be the following
        persons:  Nominees of Tatra: Dr. Richard Kral Sr., Mr. Zbynek
        Keisler and Mr. Karel Zilak, Nominees of Venus: Mr. R.K. Rishi,
        Mr. J. Alexander and Mr. B. B. Bahl.

11.	Two directors on Board will be permanent directors nominated by
        the parties, one nominated by Venus and one nominated by Tatra.
        As required under (Indian) Companies Act, one third of Directors
        (representing equal number from each side) shall retire every
        year, who shall be eligible for reappointment.  If however, one
        third of the total strength of the directors does not result in
        an even number, the number of directors retiring every year shall
        be an even number immediately higher than one third of the
        strength of the Board, representing equal number from each side.

12.	The Chairman of the Board of Directors will have a tenure of two
        years and will alternate between a nominee of Tatra and a nominee
        of Venus.  The initial Chairman will be a nominee of Tatra.  The
        Chairman of the Board of Directors will not have a casting vote
        in the event of a tie.

13.	The Chief Executive Officer (CEO)/Managing Director (MD) shall be
        nominated by Venus and this nomination shall have the approval of
        Tatra who shall not unreasonably withhold such approval.  The
        Deputy Chief Executive Officer (Dy. CEO)/Deputy


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        Managing Director (Dy. MD) will be nominated by Tatra and this
        nomination shall have the approval of Venus who shall not
        unreasonably withhold such approval.  The responsibilities and
        powers of the CEO/MD and Dy.CEO/Dy.MD are given in Annexure to
        this Agreement.

14.	i)  Resolutions and policy decisions at a Board Meeting or a
        general Body Meeting can be made by a simple majority at these
        meetings unless it is otherwise required by the provisions of
        (Indian) Companies Act.  In such an event provisions of (Indian)
        Companies Act shall be followed.  A period of notice of 30 days
        for calling a Board Meeting will be given.  The powers of the
        shareholders, Board of Directors and the Management of the JV
        with respect to major policy decisions are as specified in the
        Annexure to this Agreement.  Major policy decisions as listed in
        this Annexure shall not be passed unless there is a positive vote
        from both the sides.

        ii)  It is agreed between the parties that the JV shall have a
        minimum of four meetings of the Board of Directors every year (a
        minimum of 1 Board meeting per quarter) and one Annual General
        Meeting every year.

        iii)  The Board of Directors may pass Circular Resolutions as may
        be permitted under the (Indian) Companies Act.

        iv)  The quorum at the Board Meetings shall be a minimum of two
        directors consisting of one nominee of each party.


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15.	Both the parties will attempt to settle any dispute arising out
        of this agreement in an amicable manner.  In the event there is
        no unanimity of opinion, on any item and the representatives of
        parties do not agree, resulting in deadlock, the matter shall be
        resolved by:

        i)      In the first instance by referring the same to one
                representative of the respective parties.

        ii)     If they are not able to decide the issue the same should be
                referred to a Retired Judge of a High Court in India or any
                other qualified person mutually agreed.

        iii)    If the decision obtained from the Retired Judge or any
                other qualified person mutually agreed is not acceptable to
                any of the parties, the same shall be referred for
                arbitration which will be governed by the Rules of
                Arbitration of the International Chamber of Commerce.  The
                venue of such arbitration which will be London, U.K.  The
                cost of arbitration shall be borne by the losing party.  In
                the event there is no winning or losing party, the cost of
                arbitration will be shared equally between the two parties.
                The award shall be binding on both the parties and it shall
                not be disputed in any manner.  The award may be enforced
                by any court of competent jurisdiction.

16.	The Memorandum of Association and Articles of Association will
        include as required by the (Indian) Companies Act the stated
        objectives of the JV as expounded in this Agreement and will also
        include other terms and conditions which will permit the JV to
        pursue any activities as may be necessary to operate in any
        present or future situation.


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        The Memorandum of Association and Articles of Association of the
        JV will be drafted in such a way as may be agreed to between the
        parties hereto and which will incorporate as far as practicable all
        the clauses of this Agreement.  The Memorandum of Association and
        Articles of Association of the JV shall not be altered without the
        consent of both the parties.

17.	The JV will maintain its Books of Account and Records at its
        registered office and such books and records will be available to
        either of the parties for inspection provided, the party so
        requiring an inspection gives notice to the management of the JV
        sufficiently in advance.

18.	All approvals as required from the Governments or any other
        regulatory authority for the establishment of the JV are to be
        obtained by each of the two parties in their respective countries
        and each party will extend to the other necessary assistance in
        obtaining such approvals.  The JV will be responsible for
        obtaining type approvals in India of the vehicles proposed to be
        manufactured in India and Tatra will provide the JV vehicles for
        such approval.  The JV will also be responsible for obtaining the
        approvals as may be required in any of the other territories
        assigned to the JV.

19.	Tatra and Venus shall endeavor to promote the interests of the JV
        to the maximum extent possible.  If however, any of the parties
        wishes to pursue any business in a similar or competing line in
        the territories assigned in this agreement, then the matter would
        be mutually discussed and decided between the parties keeping in
        view the overall interests of the JV.


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20.	This Joint Venture Agreement is made in and will be governed by
        and construed in accordance with the laws of India.

21.     This Agreement is, and all documents, notices, orders and other
        communications delivered hereunder, will be in the English
        language, which will be the official text of this Agreement.

22.	Notices to be given as per this Joint Venture Agreement will be
        sent to the addresses indicated below by fax, confirmation
        received, with a confirmation copy being dispatched
        contemporaneously by registered air mail:

                Tatra:        Tatra a.s.
                              Stefanikova 1163
                              742 21 Koprivnice, Czech Republic
                              Fax No.:  00+42+656+89 4481
                              For the attention of:  Mr. Zbynek Keisler

                Venus:        Venus Udyog (India) Limited
                              Navyug Niketan
                              185, Walkeshwar Road
                              Bombay 400 006, India
                              Fax No.:  00+91+22+364 3234
                              For the attention of:  Mr. B. B. Bahl

Notice given by fax as herein provided will be deemed to have
been received by the party being notified on the first business
day, in the city of destination, following the date of dispatch
of the notice and notice given by registered air mail will be
deemed to have been received by the party being notified 15 days
following the date of dispatch.  Either party may change its
address by notice given to the other party in the manner given
above.


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23.	Neither party may assign to any other party any rights and
        obligations arising out of this Joint Venture Agreement in whole
        or in part, without the express prior written consent of the
        other party.

24.	Force Majeure

        Neither party will be liable for damages or be deemed to be in
        default by reason of any delay or failure in performing any of
        its obligations under this Joint Venture Agreement when such
        failure is due to fires, floods, earthquakes, strikes or other
        labor interruptions, war (whether or not declared), military
        action, riot, Acts of God, Acts of Government, terrorist acts,
        explosion, sabotage, insurrection or civil disturbance (each such
        event, an "Event of Force Majeure").  Provided, however, that the
        affected party must:

        (a)     promptly notify the other party of the occurrence of the
                Event of Force Majeure

        (b)     advise the other party of the circumstances and effects of
                the Event of Force Majeure

        (c)     consult with the other party concerning suitable interim
                arrangements, and

        (d)     continue performance as soon as reasonably possible after
                such cause of failure or delay is removed.

        The occurrence of the Event of Force Majeure will not relieve
        either party from performing its obligations under this Joint
        Venture Agreement at such times and to the extent as may be
        possible after the intervention of the Event of Force Majeure.



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25.	This Agreement constitutes the entire agreement between the
        parties and supersede and cancel all prior agreements, expressed
        or implied, written or oral, with respect to the subject matter
        hereof.  No modification, deletion, amendment will be binding
        unless in writing signed by the authorized representatives of
        both parties or in the case of a waiver, by the party granting
        the waiver.

26.	Termination

        i)      Without prejudice to any other right or remedy and
                notwithstanding anything contained in this Agreement:

        (a)     either party shall have the right to terminate this
                Agreement by giving 60 days written notice to the other
                party if other party voluntarily or otherwise commits a
                breach of any one of the substantial term or conditions of
                this Agreement, provided that if the breach is remediable,
                the right as aforesaid shall be exercised only if the
                breach is not remedied within the period of the notice
                referred to above.

        (b)     either party shall be entitled to terminate this Agreement
                forthwith by giving a written notice to the other party in
                the event that the other party is declared insolvent or has
                entered into a compromise or arrangement with its creditors
                or if a distress execution or other process shall be levied
                upon or if an encumbrance shall take possession of or if a
                receiver shall be appointed of a substantial part of the
                assets or property of the other party.


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        ii)     No waiver of antecedent breach and no grant of time and
                indulgence shall prejudice any subsequent right to
                terminate this Agreement.

        iii)    The termination shall not prejudice the right of either
                party against the other which may have accrued prior to the
                date of the termination.

        iv)     On the termination of this Agreement, the parties hereto
                shall refrain from any acts, indications, publicity or
                advertisements which may mislead any third party into the
                belief that the parties hereto still maintain business
                relationships with each other with reference to the JV and
                neither party hereto shall commit any act detrimental to
                the business or reputation of the other.

27.	Invalidity of any clause or part thereof of this Agreement shall
        not affect the other parts of the Agreement.  Any headings in
        this Agreement are only illustrative and do not govern the
        contents of the Agreement.

IN WITNESS WHEREOF the parties have caused this Agreement to be duly
executed by their authorized representatives on the date first written
above.

        TATRA a.s.                          VENUS UDYOG (INDIA) LIMITED

           /s/                                  /s/
        ---------------------------         ---------------------------


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                                 Annexure
                                 --------

MAJOR POLICY DECISIONS

A.	Major Policy decisions to be taken by Shareholders

i.	Changes in capital structure of the JV

ii.	Issue of any shares or debentures or bonds

iii.	Any decisions for winding up or sale or amalgamation or merger of
        JV
iv.	Alteration in the memorandum of the JV

v.	Alteration in the articles of the JV

vi.	Alteration in the name of the JV

vii.	Loans and advances to Directors

viii.	Investments decisions beyond the limits laid down u/s,370 & 372
        of the Companies Act

ix.	Appointment of Managing Director/Chief Executive Officer

x.	Declaration of dividend

xi.	Adoption of accounts

xii.	Appointment or removal of auditors

B.	Major policy decisions to be taken by the Board of the JV

i.	Establishment, expansion or disposal of manufacturing facilities
        or addition of a new project.

ii.	Medium or long term management plan

iii.    Financing plan

iv.	Fiscal budget and settlement of accounts

v.	Acquisition, sale, licensing, sub-licensing or abolition of any
        patent rights, know-how or trademark

vi.	Commencement of litigation to defend against infringement of
        patents owned or licensed


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vii.	Appointment or removal of key personnel in the management of the
        JV

viii.	Appointment or removal of outside accountants, valuers, legal
        advisers

ix.	Change of JV's registered office from one state to another

x.	Obtaining long term loans exceeding INR 1 million other than
        working capital limits from Banks

xi.	Make any loan transactions or advances of IV funds involving more
        than INR 0.1 million

xii.	Loans and advances to Directors

xiii.	Creation of any mortgae or charge in respect of JV's interest and
        assets for loans exceeding INR 0.5 million

xiv.	Any transaction involving sale or exchange or surrender or
        disposal or purchase of any properties or assets of the JV of
        values exceeding INR 0.5 million

xv.	Recommendation of dividend

xvi.	Appointment of selling agents/purchasing agents, if any, for the
        JV's products

xvii.	Investments within the limits laid down u/s. 370 & 372 of the
        Companies Act

xviii.	Declaration of dividends

xix.	Any other item considered important by a party to this Agreement

C.	Responsibilities and powers of the Chief Executive
        Officer/Managing Director and the Deputy Chief Executive
        Officer/Deputy Managing Director
	Both CEO/MD and Dy.eputy Chief Executive Officer/Deputy Managing
        Director will have responsibilities for all the activities and
        functions of the Joint Venture.  However,
        The Chief Executive Officer/Managing Director shall be mainly
        responsible for the following functions:
		General Administration and Personnel

		Commercial and Marketing

		Finance

		External Relations, and


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	The Deputy Chief Executive Officer/Deputy Managing Director shall
        be mainly responsible for the following functions:

		Manufacturing

		Product Development

		Product Service and quality control

	The Chief Executive Officer (CEO)/Managing Director (MD) anda The
        Deputy Chief Executive Officer (Dy. CEO)/Deputy Managing Director
        (Dy.MD) may delegate their functional responsibilities and powers
        as considered appropriate by them for the day to day functioning
        of the JV within the overall responsibilities vested in them by
        the Board of Directors.

	Any financial decision involving amounts greater than Rs.1
        million (or equivalent of USD 30000) will be taken jointly by the
        CEO/MD and the Dy.CEO/Dy.MD.



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