consulting agreement



 Exhibit 10.4 
  
  
 TRANSLATION FOR CONVENIENCE ONLY – NOT
LEGALLY BINDING 
  
 BLÄTTCHEN & PARTNER

  
 Ref.: Agreement between AIXTRON and BLÄTTCHEN & PARTNER AG
2 
  
 1.- Scope of the Agreement 
  
 AIXTRON requests and B & P accepts to perform consultancy services for the
Oscar project on the basis of this Agreement. 
  
 Conferences on the status of the
consultancy services will take place if and when desired by AIXTRON or B & P after prior arrangement. 
  
 B & P will not provide legal or tax consultancy services. This right is reserved by the members of the respective professions. If and to the extent to which
such persons are mandated for the execution of this contract, they will be directly mandated by AIXTRON. 
  
 2.- Kind of Services 
  
 For the B
& P services referred to in para. 1 AIXTRON makes all necessary figures, facts, planning data, and other information available either by itself or through an accountancy firm mandated by AIXTRON. The Parties agree that the
services of B & P do not include the survey of any figures, facts, planning data or other information made available, except for tests of plausibility. The services of B & P are restricted to the preparation and analysis of the
material handed over within the scope set-forth in para. 1. 
  
 3.-
Confidentiality 
  
 B & P will treat all information that is made
available to it confidential and will take all measures necessary to maintain non-disclosure. B & P will bind all its staff and subcontractors to secrecy. This confidentiality clause survives the term of this Agreement. 







 TRANSLATION FOR CONVENIENCE ONLY – NOT LEGALLY BINDING 
  
 BLÄTTCHEN & PARTNER 
  
 Ref: Agreement between AIXTRON and BLÄTTCHEN & PARTNER AG 3 
  
 4.- Compensation 
  
 For the project a consultation fee on an hourly basis is agreed upon. An hour of a partner is billable at € 220,— in the case of
Prof. Dr. Blättchen otherwise at € 200,—, an hour of a consultant is billable at € 120,—. 
  
 The necessary expenses for board and lodging during travel at the request or with the consent of AIXTRON are to be refunded. The rate for travel expenses currently
amounts to € 30,— per day and € 30,— per night, respectively according to hotel receipt, as well as first class rail or business class air travel. Every kilometre travelled by car is compensated with € 0,60. Related costs
incurred due to the consultancy services will be displayed separately on the invoice and accounted for with a 15 % lump-sum of the fee charged on an hourly basis. 
  
 Fees, expenses, travel and related costs do not include value added tax which will be brought to account separately at the rate applicable
in each case. 
  
 This Agreement does not constitute a work or employment
contract. 
  
 5.- Duration of the Agreement 
  
 This agreement becomes effective upon signature of both Parties. It shall continue in full
force indefinitely and can be terminated at the end of each month at one weeks’ notice by registered mail. 
  
 6.- Liability 
  
 B & P will use its best endeavour to render the services described to everyone’s satisfaction. Should AIXTRON nevertheless incur damage resulting from the services of B & P liability
is restricted to such damage that is the result of B & P’s intentional or reckless conduct. 







 TRANSLATION FOR CONVENIENCE ONLY – NOT LEGALLY BINDING 
  
 BLÄTTCHEN & PARTNER 
  
 Ref.: Agreement between AIXTRON and BLÄTTCHEN & PARTNER AG 4 
  
 B & P’s liability for recklessness is limited to a maximum amount of €
200.000,—. 
  
 A claim for damages is precluded after a period of six months
after the company has had knowledge of the damage and the incident giving rise to the claim, at the latest, however, after five years after the incident giving rise to the claim. 
  
 7.- Miscellaneous 
  
 B & P’s responsibility for information/clarification, review or notification does not extend beyond what is the generally accepted standard in the
business of management consultancy. The contractual Parties will endeavour to settle possible disputes amicably. Where legally possible Munich is agreed to be the place of jurisdiction. 
  
 8.- Severability Clause 
  
 The invalidity of any particular provision of this Agreement shall not affect the other provisions hereof. 
  
 The invalid or non-executable provision shall be replaced by a valid and executable one which, from the commercial point of view,
approximates what the Parties had initially intended. 







 TRANSLATION FOR CONVENIENCE ONLY – NOT LEGALLY BINDING 
  

			
	 Leonberg, June 22, 2004-12-17
 BLÄTTCHEN & PARTNER AG
	 	 Aachen, June 30, 2004-12-17
 AIXTRON AG

		
	            (signature)	 	            (signature)
	  

	 	  


	 Prof. Dr. Wolfgang Blättchen
	 	 Christopher C. Dodson

	 Member of the Executive Board
	 	 Executive Vice President/CFO


  

	
	             (signature)

	  


	 Dr. Stephan Mahn

	 Member of the Executive Board









 TRANSLATION FOR CONVENIENCE ONLY – NOT LEGALLY BINDING 
  
 BLÄTTCHEN & PARTNER 
  
 AGREEMENT 
  
 between 
  
 AIXTRON AG 
  
 Kackertstrasse 15-17 
  
 52072 Aachen 
  
 in the following “AIXTRON” 
  
 and 
  

BLÄTTCHEN & PARTNER AG 
  
 P.O. Box 18 24 
  
 71229 Leonberg 
 in the following “B & P”