EXECUTION COPY






                          STOCK PURCHASE AGREEMENT

                                by and among

                            SDC PRAGUE, S.R.O.,

                             TEREX CORPORATION,

                                    and

                             GP OMIKRON, S.R.O.

                                Dated as of

                              August 28, 2003

<PAGE>

                             TABLE OF CONTENTS

                                                                           Page
                                                                           ----

SECTION 1.     Definitions and Usage..........................................1

SECTION 2.     Sale of TATRA Shares...........................................1
   2.1.        The TATRA Purchase; Consideration..............................1
   2.2.        The Closing....................................................2
   2.3.        Actions at the Closing.........................................4

SECTION 3.     Representations and Warranties of SDC Prague...................6
   3.1.        Organization and Good Standing; Power and Authority;
               Qualifications.................................................6
   3.2.        Authorization of the Documents.................................6
   3.3.        Capitalization.................................................7
   3.4.        TATRA Shares...................................................7
   3.5.        Litigation.....................................................7
   3.6.        Governmental Investigations....................................7
   3.7.        Consents.......................................................7
   3.8.        Non-Contravention..............................................8
   3.9.        Brokers and Finders............................................8
   3.10.       Prohibited Payments............................................8
   3.11.       Acquisition of Terex Stock for Investment; Ability to
               Evaluate and Bear Risk.........................................9
   3.12.       Information Supplied; Disclosure...............................9

SECTION 4.     Representations and Warranties of Terex........................9
   4.1.        Organization and Qualification.................................9
   4.2.        Due Authorization.............................................10
   4.3.        Consents......................................................11
   4.4.        Brokers or Finders............................................11

SECTION 5.     Pre-Closing Covenants.........................................11
   5.1.        Negative Agreements...........................................11
   5.2.        Disclosure....................................................12
   5.3.        Notification of Material Information..........................12
   5.4.        Cooperation...................................................12
   5.5.        Access to TATRA...............................................12
   5.6.        No Solicitation...............................................12

SECTION 6.     Termination...................................................13
   6.1.        General Provision.............................................13
   6.2.        Termination by Terex or the Purchaser.........................14
   6.3.        Termination by SDC Prague.....................................14
   6.4.        Effect of Termination.........................................15

SECTION 7.     [Intentionally omitted.]......................................15

SECTION 8.     Survival of Representations, Warranties, Agreements and
               Covenants, Etc............................................... 16

SECTION 9.     Indemnification...............................................16
   9.1.        General Indemnification.......................................16
   9.2.        Indemnification Principles....................................17
   9.3.        Claim Notice..................................................17

SECTION 10.    Remedies......................................................18

SECTION 11.    Payment of Expenses...........................................19

SECTION 12.    Further Assurances............................................19

SECTION 13.    Legends.......................................................19

SECTION 14.    Successors and Assigns........................................20

SECTION 15.    Entire Agreement..............................................20

SECTION 16.    Notices.......................................................20

SECTION 17.    Amendments....................................................21

SECTION 18.    Counterparts..................................................21

SECTION 19.    Headings......................................................21

SECTION 20.    Nouns and Pronouns............................................21

SECTION 21.    Governing Law.................................................21

SECTION 22.    Severability..................................................22

SECTION 23.    Definitions...................................................22

SECTION 24.    Currency......................................................25


<PAGE>

Exhibits

--------

Exhibit A      Contract on the Transfer of Securities

Exhibit B      Form of Registration Rights Agreement

Exhibit C      Form of Termination Agreement

                           INDEX OF DEFINED TERMS

Term                                                                 Section
----                                                                 -------
$.........................................................................24
2001 Stock Purchase Agreement.......................................Recitals
Acquisition Proposal......................................................23
Affiliate.................................................................23
Agreement...........................................................Preamble
Business..................................................................23
Business Day..............................................................23
Capitalink Expenses.......................................................11
Cash Consideration................................................2.1(b)(ii)
Claim Notice.............................................................9.3
Closing...............................................................2.2(a)
Closing Date..........................................................2.2(a)
Closing Price.............................................................23
Company.............................................................Recitals
Competitive Financing Transaction.....................................6.3(c)
Consideration.........................................................2.1(b)
Contract Shares...........................................................23
Czech Competition Office..........................................2.2(b)(ii)
CZK.......................................................................24
Encumbrance...............................................................23
Exchange Act..............................................................23
Executive.........................................................2.3(a)(ii)
Financing Transaction.................................................6.3(b)
Governmental Entity.......................................................23
Guarantee.................................................................23
Indemnification Agreement.................................................23
Intention Notice......................................................6.3(d)
Law.......................................................................23
Legal Fees................................................................11
Loan Agreement............................................................23
Losses...................................................................9.2
Material Adverse Change...................................................23
Material Adverse Effect...................................................23
Note......................................................................23
NYSE......................................................................23
Person....................................................................23
Pledge Agreements.........................................................23
Purchase Price......................................................Recitals
Purchaser...........................................................Preamble
Purchaser Indemnitee................................................9.1. 9.1
Registration Rights Agreement....................................2.3(a)(iii)
Registration Statement..................................................3.12
SDC Prague..........................................................Preamble
Securities Act............................................................23
Securities Center.........................................................23
Subsidiary................................................................23
Superior Proposal.........................................................23
TATRA...............................................................Recitals
TATRA Loan Agreement......................................................23
TATRA Purchase......................................................Recitals
TATRA Share Transfer..................................................2.1(a)
TATRA Shares........................................................Recitals
Taxes.....................................................................23
Terex Competitor..........................................................23
Terex Review Period...................................................6.3(d)
Terex Stock......................................................2.1(b)(iii)
Termination Agreement.............................................2.3(a)(iv)
Trading Day...............................................................23
Transaction Documents.....................................................23
Voting Securities.........................................................23


<PAGE>

          STOCK PURCHASE AGREEMENT (this  "Agreement"),  dated as of August
28, 2003, by and among SDC Prague,  S.R.O.,  a company  organized under the
laws of the Czech Republic ("SDC Prague"),  Terex  Corporation,  a Delaware
corporation ("Terex") and GP Omikron, S.R.O., a company organized under the
laws of the Czech Republic (the "Purchaser").

                            W I T N E S S E T H:


          WHEREAS,  pursuant  to a Stock  Purchase  Agreement,  dated as of
December  27,  2001,  by and  among SDC  International,  Inc.,  a  Delaware
corporation (the "Company"), SDC Prague and Terex (the "2001 Stock Purchase
Agreement"),   the  Company  sold  to  Terex   8,407,161   Contract  Shares
representing  40.61% of the  issued and  outstanding  equity  interest  and
registered  capital of TATRA a.s., a joint stock company  established under
the laws of the Czech Republic ("TATRA");

          WHEREAS, the Purchaser is a wholly-owned subsidiary of Terex; and

          WHEREAS,  SDC Prague  desires to sell to the  Purchaser,  and the
Purchaser  desires to  purchase  from SDC Prague  (the  "TATRA  Purchase"),
10,555,738  Contract Shares (the "TATRA  Shares"),  consisting of 2,683,428
Contract Shares,  ISIN CS 0005018456 and 7,872,310  Contract  Shares,  ISIN
770000001873,  which  collectively  represent  51.00%  of  the  issued  and
outstanding  equity  interest  and  registered  capital  of  TATRA,  for an
aggregate purchase price of $4,789,002 (the "Purchase Price").

          NOW,  THEREFORE,  in consideration of the premises and the mutual
representations,  warranties and agreements  herein set forth,  the parties
hereto agree as follows:

          SECTION 1.  Definitions  and  Usage.  Unless  the  context  shall
otherwise  require,  terms used herein and not  otherwise  defined have the
meanings assigned thereto in Section 23.

          SECTION 2.  Sale of TATRA Shares.
                      --------------------

          2.1. The TATRA Purchase; Consideration
               ---------------------------------

               (a) At the Closing, SDC Prague shall sell, assign, transfer,
deliver and convey to the Purchaser and the  Purchaser  shall  purchase and
accept  from SDC  Prague  the TATRA  Shares  registered  in the name of the
Purchaser  free and clear of all  Encumbrances  pursuant to the Contract on
the Transfer of  Securities  attached as Exhibit A hereto (the "TATRA Share
Transfer").

               (b) In  consideration  for the TATRA Shares,  at the Closing
the Purchaser shall pay the Purchase Price by delivering,  or causing to be
delivered, to SDC Prague the following (collectively, the "Consideration"):

                   (i)  208,591  shares of Terex  common  stock (the "Terex
Stock");

                   (ii) an amount in immediately  available  funds equal to
$200,000; and

                   (iii) an amount in immediately  available funds equal to
the  amount,  if any,  by which the  product of (x)  108,591  times (y) the
Closing Price on the Trading Day immediately  prior to the Closing Date (as
defined  below)  is  less  than  $2,389,000  (collectively,  the sum of the
amounts described in clauses (ii) and (iii), the "Cash Consideration").

          2.2. The Closing.
               -----------

               (a) Closing.   The  closing  of  the  TATRA  Purchase  (the
"Closing") shall take place at 10:00 a.m. New York time on the Business Day
following  the date on which the  closing  conditions  set forth in Section
2.2(b) and (c) have been met, or waived, in accordance with this Agreement,
or on such  other  date or at such other time as is agreed to in writing by
the parties (such date, the "Closing  Date").  The Closing shall take place
at the offices of Fried, Frank,  Harris,  Shriver & Jacobson,  One New York
Plaza, New York, New York 10004.

               (b) Terex/Purchaser's Closing Conditions.  The obligation of
Terex and the Purchaser to consummate the transactions  contemplated herein
at the Closing are subject to and conditioned  upon (unless waived by Terex
and the Purchaser):

                   (i) The  registration of the TATRA Shares in the name of
the Purchaser with the Securities Center, together with the satisfaction of
such  other  conditions  as may be  imposed  by Czech  law or the rules and
regulations  of the  Securities  Center in order to consummate and evidence
the  consummation of the transactions  contemplated by this Agreement,  and
the receipt of evidence, in a form reasonably satisfactory to Terex and the
Purchaser,  of  such  registration  and  the  satisfaction  of  such  other
conditions.

                   (ii) (A) The Office of the  Protection  of the  Economic
Competition  of the Czech Republic (the "Czech  Competition  Office") shall
have issued a final decision (pravomocne  rozhodnuti)  permitting the TATRA
Share  Transfer,  (B) the relevant  waiting period with regard to the Czech
Competition  Office shall have expired without the Czech Competition Office
prohibiting the TATRA Share Transfer,  or (C) the Czech Competition  Office
shall have  decided  that the TATRA  Share  Transfer  is not subject to its
approval and the Purchaser shall have received a letter  confirming that no
such approval is required to carryout the TATRA Share Transfer.

                   (iii) The  representations  and warranties of SDC Prague
in Section 3 hereof  shall be true and  correct  when made and at and as of
the Closing  Date with the same effect as though such  representations  and
warranties  had been made at and as of such date  except  (a) that any such
representations  and  warranties  that are given as of a specified date and
relate solely to a specified  date or period shall be true and correct only
as of such  date or  period,  and (b) to the  extent  any  breach  thereof,
individually or when aggregated with all such breaches,  has not had and is
not  reasonably  likely to have a  Material  Adverse  Effect on either  the
Company or SDC Prague. For purposes of this Section 2.2(b)(iii),  the truth
or correctness of any representation or warranty of SDC Prague in Section 3
hereof shall be determined  without regard to any  materiality or "Material
Adverse  Effect"   qualification  set  forth  in  such  representation  and
warranty.  Terex  and the  Purchaser  shall  have  received  at  Closing  a
certificate to the foregoing  effect,  dated the Closing Date and signed by
the Executive (as defined below) of SDC Prague.

                   (iv) The  representations  and warranties of the Company
in Section 2 of the  Indemnification  Agreement  shall be true and  correct
when made and at and as of the Closing  Date with the same effect as though
such  representations  and  warranties had been made at and as of such date
except (a) that any such  representations  and warranties that are given as
of a specified  date and relate solely to a specified  date or period shall
be true and correct  only as of such date or period,  and (b) to the extent
any breach thereof, individually or when aggregated with all such breaches,
has not had and is not reasonably  likely to have a Material Adverse Effect
on  either  the  Company  or SDC  Prague.  For  purposes  of  this  Section
2.2(b)(iv),  the truth or correctness of any  representation or warranty of
the  Company  in  Section  2 of  the  Indemnification  Agreement  shall  be
determined  without regard to any materiality or "Material  Adverse Effect"
qualification set forth in such representation and warranty.  Terex and the
Purchaser  shall have  received at Closing a  certificate  to the foregoing
effect, dated the Closing Date and signed by the Chief Executive Officer of
the Company.

                   (v) SDC Prague  shall have  performed,  in all  material
respects,  all agreements,  obligations and duties to be performed by it on
or before the Closing pursuant to this Agreement, including those set forth
in Section 5.

                   (vi) There shall be no claim,  litigation,  arbitration,
investigation  or hearing,  pending,  or, to the knowledge of SDC Prague or
the  Company,  threatened,  against  TATRA by or  before  any  court or any
Governmental Entity,  contesting the validity of issuance,  or ownership by
SDC Prague,  of the TATRA Shares or the  transactions  contemplated by this
Agreement.

               (c) SDC Prague's Closing  Conditions.  The obligation of SDC
Prague to consummate the  transactions  contemplated  herein at the Closing
are subject to and conditioned upon (unless waived by SDC Prague):

                   (i) The  representations  and  warranties  of  Terex  in
Section 4 hereof  shall be true and correct  when made and at and as of the
Closing  Date  with the same  effect  as though  such  representations  and
warranties  had been made at and as of such date  except  (a) that any such
representations  and  warranties  that are given as of a specified date and
relate solely to a specified  date or period shall be true and correct only
as of such  date or  period,  and (b) to the  extent  any  breach  thereof,
individually or when aggregated with all such breaches,  has not had and is
not  reasonably  likely to have a Material  Adverse  Effect on Terex or the
Purchaser. For purposes of this Section 2.2(c)(i), the truth or correctness
of any  representation  or warranty  of Terex in Section 4 hereof  shall be
determined  without regard to any materiality or "Material  Adverse Effect"
qualification  set forth in such  representation  and warranty.  SDC Prague
shall have received at Closing a certificate to the foregoing effect, dated
the Closing  Date and signed by a senior  executive  officer of each of the
Purchaser and Terex.

                   (ii) Terex and the Purchaser  shall each have performed,
in all material  respects,  all  agreements,  obligations  and duties to be
performed  by it on or  before  the  Closing  pursuant  to this  Agreement,
including those set forth in Section 5.

                   (iii) (A) The Czech Competition Office shall have issued
a  final  decision  (pravomcne   rozhodnuti)  permitting  the  TATRA  Share
Transfer,  (B)  the  relevant  waiting  period  with  regard  to the  Czech
Competition  Office shall have expired without the Czech Competition Office
prohibiting the TATRA Share Transfer,  or (C) the Czech Competition  Office
shall have  decided  that the TATRA  Share  Transfer  is not subject to its
approval and the Purchaser shall have received a letter  confirming that no
such approval is required to carryout the TATRA Share Transfer.

          2.3. Actions at the Closing.
               ----------------------

               (a) Simultaneously  with,  or prior to,  the  Closing,  SDC
Prague shall cause the following actions to occur:

                   (i)  SDC  Prague  shall  transfer  to  Purchaser  or its
nominee  the TATRA  Shares in a manner  consistent  with  Czech law and the
rules and  regulations  of the  Securities  Center  against  receipt at the
Closing by SDC Prague from Purchaser of the Consideration.

                   (ii) SDC Prague shall deliver to the Purchaser and Terex
a certificate executed by its executive (jednatel) (the "Executive"), dated
as of the Closing Date,  certifying the following matters:  (A) resolutions
of the Sole Participant of SDC Prague  authorizing the execution,  delivery
and performance by SDC Prague of each of the Transaction Documents to which
it is a  party,  and  any  other  agreement  entered  into  or  instruments
delivered  by SDC  Prague  in  connection  herewith,  (B)  copies  of  each
governmental  or third party  consent,  approval  or filing  required to be
obtained or made by SDC Prague  and/or the  Company in order to  consummate
the transactions  contemplated by this Agreement,  (C) incumbency  matters,
(D) a copy of the  Founding  Deed  and a copy of any  other  organizational
documents of SDC Prague and (E) that the  representations and warranties of
SDC  Prague  contained  in this  Agreement  are true and  correct as of the
Closing  Date and that SDC Prague has  performed,  satisfied,  and complied
with all covenants, agreements and conditions required by this Agreement to
be performed, satisfied or complied with by it at or before the Closing.

                   (iii) SDC Prague shall  deliver to Terex a duly executed
copy of the  registration  rights  agreement  substantially  in the form of
Exhibit B hereto (the "Registration Rights Agreement").

                   (iv) SDC Prague shall  deliver to Terex a duly  executed
copy of the termination  agreement  substantially  in the form of Exhibit C
hereto,  which shall terminate the 2001 Stock Purchase Agreement,  the Loan
Agreement,  the Guarantees,  and the Pledge  Agreements  (the  "Termination
Agreement").

                   (v) SDC Prague shall deliver such  additional  documents
and certificates  required to be delivered by SDC Prague at or prior to the
Closing Date pursuant to this Agreement.

                (b)  Simultaneously  with, or prior to, the Closing,  Terex
shall cause the following actions to occur:

                   (i) Terex shall deliver to SDC Prague stock certificates
for Terex Stock  registered in the name of SDC Prague that  represents  the
Terex Stock  required to be  delivered  at the Closing  pursuant to Section
2.1(b)(i) hereof.

                   (ii)  Terex  shall   deliver  to  SDC  Prague  the  Cash
Consideration  by wire  transfer  of  immediately  available  funds  to the
accounts specified in advance by SDC Prague.

                   (iii) Terex shall deliver to the Company the Notes, each
marked "Cancelled."

                   (iv)  Terex  shall  deliver  to SDC Prague a copy of the
Registration Rights Agreement duly executed by Terex.

                   (v)  Terex  shall  deliver  to SDC  Prague a copy of the
Termination Agreement duly executed by Terex.

                   (vi) Terex  shall  deliver  to SDC Prague a  certificate
executed by its  secretary,  dated as of the Closing Date,  certifying  the
following  matters:  (A)  resolutions  of the board of  directors  of Terex
authorizing the execution, delivery and performance by Terex of each of the
Transaction  Documents  to  which it is a party,  and any  other  agreement
entered into or instruments delivered by Terex in connection herewith,  (B)
copies of each  governmental  or third  party  consent,  approval or filing
required to be obtained or made by Terex  and/or the  Purchaser in order to
consummate the transactions  contemplated by this Agreement, (C) incumbency
matters,  (D) a copy of the Certificate of Incorporation  and a copy of the
By-Laws of Terex and (E) that the  representations  and warranties of Terex
contained in this Agreement are true and correct as of the Closing Date and
that Terex has  performed,  satisfied,  and  complied  with all  covenants,
agreements  and  conditions  required by this  Agreement  to be  performed,
satisfied or complied with by it at or before the Closing.

                   (vii) Terex shall deliver such additional  documents and
certificates  required to be  delivered by Terex at or prior to the Closing
Date pursuant to this Agreement.

          SECTION 3.  Representations  and  Warranties  of SDC Prague.  SDC
Prague represents and warrants to Terex and the Purchaser as follows:

          3.1.  Organization  and  Good  Standing;   Power  and  Authority;
Qualifications.  SDC Prague (x) is a company duly  established  and validly
existing  under the laws of the Czech  Republic  and (y) has the full power
and  authority  to conduct its business and to own or lease and operate its
properties  as and in the places where such  business is now  conducted and
such properties are now owned or leased and operated,  with such exceptions
as,  individually or in the aggregate,  have not had and are not reasonably
likely to have a  Material  Adverse  Effect on SDC  Prague.  SDC  Prague is
qualified or otherwise  authorized to do business as a foreign  corporation
and is in good standing in each  jurisdiction in which the character of the
properties  owned or held by it  under  lease or  license  or SDC  Prague's
business,   as  presently   conducted,   requires  such   qualification  or
authorization,  except  where the  failure so to qualify or be  authorized,
individually or in the aggregate,  has not had and is not reasonably likely
to have a Material Adverse Effect on SDC Prague. TATRA (x) is a joint-stock
company  duly  established  and  validly  existing  under,  and is in  good
standing  under,  the laws of the Czech Republic and (y) has the full power
and  authority  to conduct its business and to own or lease and operate its
properties  as and in the places where such  business is now  conducted and
such properties are now owned or leased and operated,  with such exceptions
as,  individually or in the aggregate,  have not had and are not reasonably
likely to have a Material  Adverse  Effect on TATRA.  TATRA is qualified or
otherwise authorized to do business as a foreign corporation and is in good
standing in each  jurisdiction  in which the  character  of the  properties
owned  or held by it  under  lease  or  license  or  TATRA's  business,  as
presently conducted,  requires such qualification or authorization,  except
where the failure so to qualify or be  authorized,  individually  or in the
aggregate,  has not had and is not  reasonably  likely  to have a  Material
Adverse Effect on TATRA.

          3.2.  Authorization  of the Documents.  SDC Prague has all right,
power and authority to enter into the Transaction  Documents to which it is
a party  and to  consummate  the  transactions  contemplated  thereby.  The
execution and delivery of each of the Transaction  Documents to which it is
a party and the sale of the TATRA  Shares by SDC Prague and  compliance  by
SDC Prague with all the provisions of each of the Transaction  Documents to
which it is a party and  consummation  by SDC  Prague  of the  transactions
contemplated  thereby (i) are within the power and authority of SDC Prague;
and (ii) have been  authorized by all requisite  proceedings on the part of
SDC Prague,  including the approval or consent of the  stockholders  of SDC
Prague.  This  Agreement has been duly executed and delivered by SDC Prague
and constitutes the valid and binding agreement of SDC Prague,  enforceable
in  accordance  with its terms,  except  that (i) such  enforcement  may be
subject to  bankruptcy,  insolvency,  reorganization,  moratorium  or other
similar Laws now or hereafter in effect relating to creditors'  rights, and
(ii) the remedy of specific  performance  and injunctive and other forms of
equitable relief may be subject to equitable defenses and to the discretion
of the court before which any proceeding therefor may be brought.

          3.3. Capitalization. Immediately after the Closing, the Purchaser
shall own,  in the  aggregate,  at least 51% of the  registered  capital of
TATRA,  and the voting power of the TATRA Shares  shall  represent,  in the
aggregate, no less than 51% of the total number of votes able to be cast on
any matter by any Voting Securities of TATRA immediately after the Closing.

          3.4. TATRA Shares.  The  registered  capital of TATRA consists of
CZK  2,069,752,600,  divided into  4,418,055  bearer  shares with a nominal
value of CZK 100 (ISIN CS 0005018456),  and 16,279,471 bearer shares with a
nominal value of CZK 100 (ISIN 770000001873).  Except for the pledge of the
TATRA Shares pursuant to the Pledge Agreement, which Pledge Agreement shall
be terminated  simultaneously with the Closing, all of the TATRA Shares are
owned  beneficially  and of  record  by SDC  Prague,  free and clear of any
Encumbrances. All of the TATRA Shares have been duly authorized and validly
issued and are fully  paid and  nonassessable.  Except  for rights  created
pursuant to this  Agreement  and except for any  agreement  entered into by
Terex,  there are no  outstanding  options,  warrants,  securities,  rights
(preemptive or other),  subscriptions,  calls,  or other  agreements of any
kind that give any Person the right to  purchase or  otherwise  receive any
shares of TATRA capital stock,  including the TATRA Shares.  Except for any
voting arrangements entered into by Terex, there are no voting arrangements
with  respect to any shares of TATRA  capital  stock,  including  the TATRA
Shares and there are no  restrictions  on SDC Prague's  ability to transfer
the  TATRA  Shares  to  Purchaser  at the  Closing  free  and  clear of any
Encumbrances.  SDC Prague  owns the TATRA  Shares and upon  delivery of the
Consideration,  Purchaser  will  acquire good and  marketable  title to the
TATRA Shares, free and clear of any Encumbrances.

          3.5.  Litigation.  Except as set forth in  Schedule  3.5  hereto,
there is no action,  suit,  investigation or proceeding  pending or, to the
knowledge of SDC Prague, threatened against the Company or its Subsidiaries
or any of their properties or assets by or before any court,  arbitrator or
other Governmental Entity.

          3.6. Governmental Investigations. To the knowledge of SDC Prague,
no Governmental  Entity has advised TATRA, the Company or SDC Prague of any
intention to conduct any audit,  investigation or other review with respect
to TATRA,  the  Company  or SDC Prague  that would have a Material  Adverse
Effect on the Company,  SDC Prague,  TATRA,  its Business or the legal acts
contemplated hereby.

          3.7.  Consents.  Except as set forth on Schedule 3.7, neither the
Company  nor SDC Prague is  required  to obtain any  consent,  approval  or
authorization   of,  or  to  make  any  declaration  or  filing  with,  any
Governmental  Entity or any other Person as a condition to or in connection
with the valid execution and delivery of any of the  Transaction  Documents
to which the Company or SDC Prague is a party or the valid  offer,  sale or
delivery  of the TATRA  Shares,  or the  performance  by the Company or SDC
Prague of their respective obligations in respect of any of the Transaction
Documents to which the Company or SDC Prague is a party.

          3.8. Non-Contravention.  The execution,  delivery and performance
of the Transaction  Documents to which it is a party by each of the Company
and SDC Prague does not and will not (a) conflict with or violate either of
their organizational documents or agreements,  (b) conflict with or violate
any Law or judgment  applicable to the Company or SDC Prague, (c) result in
the creation or imposition of any Encumbrance on any of the TATRA Shares or
(d)  constitute a default (or an event which,  with notice or lapse of time
or both,  would  constitute a default)  under, or give rise to any right of
termination,  cancellation,  modification  or  acceleration of any right or
obligation  of the  Company or SDC Prague or a loss of any benefit to which
the  Company  or SDC Prague is  entitled  under any note,  bond,  mortgage,
indenture, deed of trust, license,  agreement,  lease, permit, franchise or
other  instrument  or  obligation  to which the  Company or SDC Prague is a
party or by which the Company or SDC Prague or their respective  properties
are bound or  affected,  except,  in the case of clauses (b), (c) or (d) of
this  Section  3.8  where  the  violation,   conflict,   breach,   default,
acceleration, termination, modification, creation or imposition, would not,
individually  or in the  aggregate,  have a Material  Adverse Effect on the
Company or SDC Prague.

          3.9. Brokers and Finders. Except as set forth in Schedule 3.9, no
agent, broker,  investment banker or other Person is or will be entitled to
any broker's fee or any other commission or similar fee from the Company or
SDC  Prague  or any of their  Subsidiaries  in  connection  with any of the
transactions  contemplated  by this  Agreement.  The Company  shall pay all
amounts set forth in Schedule 3.9.

          3.10. Prohibited Payments. Neither the Company nor SDC Prague nor
any of their  Subsidiaries has, directly or indirectly,  (a) made or agreed
to make  any  contribution,  payment  or gift to any  government  official,
employee or agent  where  either the  contribution,  payment or gift or the
purpose thereof was illegal under the Laws of any federal,  state, local or
foreign  jurisdiction,  (b)  established or maintained any unrecorded  fund
asset for any  purpose  or made any false  entries on its  records  for any
reason,  (c) made or agreed to make any  contribution,  or  reimbursed  any
political gift or contribution  made by any other Person,  to any candidate
for federal, state, local or foreign public office or (d) paid or delivered
any fee,  commission or any other sum of money or item of property  however
characterized to any finder, agent,  government official or other party, in
the United States or any other country,  which in any manner relates to the
assets, business or operations of the Company or SDC Prague or any of their
Subsidiaries,  which SDC Prague knows or has reason to believe to have been
illegal under any federal, state or local Laws (or any rules or regulations
thereunder) of the United States or any other country having jurisdiction.

          3.11.  Acquisition  of Terex  Stock for  Investment;  Ability  to
Evaluate and Bear Risk.

                 (a) SDC Prague is acquiring the Terex Stock for investment
and  not  with  a  view  toward,  or  for  sale  in  connection  with,  any
distribution  in violation of the 1933 Act and has no present  intention of
selling or engaging in any public  distribution of the same except pursuant
to a  registration  or  exemption  pursuant  to the 1933  Act.  SDC  Prague
acknowledges and agrees that the Terex Stock may not be sold,  transferred,
offered for sale,  pledged,  hypothecated or otherwise  disposed of without
registration under the 1933 Act and any applicable  securities Laws, except
pursuant to an exemption from such registration under the 1933 Act and such
Laws and subject to the  limitations  and conditions set forth in Section 3
of the Registration Rights Agreement.

                 (b) SDC  Prague is an  "accredited  investor"  within  the
meaning of Rule 501 of  Regulation  D under the 1933 Act, as  presently  in
effect.

                 (c) SDC  Prague (i) is able to bear the  economic  risk of
holding the Terex Stock for an indefinite period, (ii) can afford to suffer
the  complete  loss of its  investment  in the Terex  Stock,  and (iii) has
knowledge and  experience  in financial and business  matters such that SDC
Prague is capable of  evaluating  the risks of the  investment in the Terex
Stock.

          3.12. Information Supplied;  Disclosure.  None of the information
supplied  or to be  supplied  by SDC  Prague in  writing  specifically  for
inclusion or incorporation  by reference in the  Registration  Statement on
Form  S-3 to be  filed  with  the SEC by Terex  following  the  Closing  in
connection  with the  resale of shares of Terex  Stock  issued  under  this
Agreement and pursuant to the terms of the  Registration  Rights  Agreement
(the "Registration Statement") will, at the time the Registration Statement
becomes  effective  under the 1933 Act,  contain any untrue  statement of a
material  fact or omit to state any  material  fact  required  to be stated
therein or necessary to make the statements therein not misleading.

          SECTION  4.   Representations  and  Warranties  of  Terex.  Terex
represents and warrants to SDC Prague as of the date hereof as follows.

          4.1. Organization and Qualification.  Terex (x) is a company duly
established and validly  existing under, and is in good standing under, the
laws of Delaware  and (y) has the full power and  authority  to conduct its
business  and to own or lease  and  operate  its  properties  as and in the
places where such  business is now conducted  and such  properties  are now
owned or leased and operated,  with such exceptions as,  individually or in
the  aggregate,  have  not  had and are  not  reasonably  likely  to have a
Material  Adverse  Effect  on  Terex.   Terex  is  qualified  or  otherwise
authorized to do business as a foreign  corporation and is in good standing
in each jurisdiction in which the character of the properties owned or held
by it under lease or license or Terex's business,  as presently  conducted,
requires such  qualification or authorization,  except where the failure so
to qualify or be authorized,  individually or in the aggregate, has not had
and is not  reasonably  likely to have a Material  Adverse Effect on Terex.
The Purchaser (x) is a company duly  established and validly existing under
the laws of the Czech  Republic and (y) has the full power and authority to
conduct its business and to own or lease and operate its  properties as and
in the places where such business is now conducted and such  properties are
now owned or leased and operated,  with such exceptions as, individually or
in the  aggregate,  have not had and are not  reasonably  likely  to have a
Material  Adverse  Effect on the  Purchaser.  The Purchaser is qualified or
otherwise authorized to do business as a foreign corporation and is in good
standing in each  jurisdiction  in which the  character  of the  properties
owned or held by it under lease or license or the Purchaser's  business, as
presently conducted,  requires such qualification or authorization,  except
where the failure so to qualify or be  authorized,  individually  or in the
aggregate,  has not had and is not  reasonably  likely  to have a  Material
Adverse Effect on the Purchaser.

          4.2. Due Authorization.
               -----------------

               (a) Terex has all right,  power and  authority to enter into
the  Transaction  Documents  to which it is a party and to  consummate  the
transactions  contemplated  thereby.  The  execution  and  delivery  of the
Transaction Documents to which it is a party by Terex and the compliance by
Terex with all of the provisions of the  Transaction  Documents to which it
is a party  and  consummation  by  Terex of the  transactions  contemplated
thereby have been duly authorized by all requisite corporate proceedings on
the part of Terex. The Transaction Documents to which Terex is a party have
been duly  executed  and  delivered by Terex and  constitute  the valid and
binding  agreements of Terex  enforceable  in accordance  with their terms,
except that (i) such enforcement may be subject to bankruptcy,  insolvency,
reorganization, moratorium or other similar Laws now or hereafter in effect
relating to creditors' rights, and (ii) the remedy of specific  performance
and  injunctive  and other  forms of  equitable  relief  may be  subject to
equitable  defenses  and to the  discretion  of the court  before which any
proceeding therefor may be brought.

               (b) The  Purchaser  has all right,  power and  authority  to
enter into this Agreement and to consummate the  transactions  contemplated
hereby.  The execution and delivery of this Agreement and compliance by the
Purchaser with all the provisions of this Agreement and consummation by the
Purchaser of the transactions  contemplated hereby (i) are within the power
and  authority  of the  Purchaser;  and (ii)  have been  authorized  by all
requisite  proceedings on the part of the Purchaser (including the approval
or consent of the  stockholders of the Purchaser).  This Agreement has been
duly executed and delivered by the Purchaser and  constitutes the valid and
binding  agreement of the  Purchaser,  enforceable  in accordance  with its
terms,  except  that (i) such  enforcement  may be subject  to  bankruptcy,
insolvency,  reorganization,  moratorium  or  other  similar  Laws  now  or
hereafter in effect relating to creditors'  rights,  and (ii) the remedy of
specific performance and injunctive and other forms of equitable relief may
be subject to equitable  defenses and to the discretion of the court before
which any proceeding therefor may be brought.

          4.3.  Consents.  Except as set forth on Schedule 4.3 or as may be
required  by Czech  Law or the  rules  and  regulations  of the  Securities
Center,  neither Terex nor the Purchaser is required to obtain any consent,
approval or  authorization  of, or to make any  declaration or filing with,
any  Governmental  Entity  or any  other  Person  as a  condition  to or in
connection  with the valid  execution and delivery of this Agreement or the
other  Transaction  Documents to which Terex or the Purchaser is a party or
the performance by Terex or the Purchaser of their  respective  obligations
in  respect  hereof and  thereof  except for such  consents,  approvals  or
authorizations  as may be  required  under  applicable  federal  and  state
securities  Laws and except for any approvals  required by the Czech Office
for Protection of Economic Protection.

          4.4. Brokers or Finders. No agent,  broker,  investment banker or
other  Person  is or will be  entitled  to any  broker's  fee or any  other
commission or similar fee from Terex or the  Purchaser in  connection  with
any of the transactions  contemplated by the Transaction Documents to which
Terex or the  Purchaser is a party for which the Company or SDC Prague will
be responsible.

          SECTION 5. Pre-Closing Covenants.
                     ---------------------

          5.1. Negative Agreements. Before the Closing, except as otherwise
provided or contemplated  herein,  or as Terex and SDC Prague may otherwise
consent  in  writing,  SDC  Prague  shall  use its best  efforts  as may be
reasonably required to cause TATRA not to:

               (a)  declare,  pay or set aside for payment any  dividend or
other amounts or benefits in respect of any of its shares;

               (b)  directly or  indirectly  redeem,  purchase or otherwise
acquire any shares of its capital stock;

               (c) issue any shares or become a party to any subscriptions,
options,  rights or  commitments  of any  nature  related  to the shares of
TATRA;

               (d) merge or consolidate  with, or acquire all or a majority
share of the shares or assets of, any other entity;

               (e)  substantially  change the  character of the Business or
operate  other than in the  ordinary  course of business  and in the manner
consistent with past practices;

               (f) execute  without prior review of Terex and the Purchaser
any contract or arrangement  which could have a material  effect on TATRA's
future business operations; or

               (g) amend the Founding Deed of TATRA.

          5.2. Disclosure. Prior to the Closing Date, SDC Prague on the one
hand, and Terex and the Purchaser on the other hand,  shall promptly notify
each   other  upon   becoming   aware  of  any   material   breach  of  any
representation,  warranty or covenant  contained  in this  Agreement or the
occurrence of any event that would cause any  representation or warranty of
such party contained in this Agreement, to no longer be true and correct in
any  material  respect  or any  covenant  of such party  contained  in this
Agreement, to be incorrect or not be complied with.

          5.3.  Notification  of  Material  Information.  If  prior  to the
Closing Date,  SDC Prague  receives any  information  with respect to TATRA
which  could  reasonably  be  expected  to have a  material  effect  on the
decision of the Purchaser to acquire the TATRA Shares hereunder (including,
without limitation,  any information with respect to any litigation related
to  TATRA's  trademarks  or trade  names) it shall,  without  undue  delay,
disclose such information to Terex and the Purchaser.

          5.4. Cooperation.
               -----------

               (a) Prior to the  Closing,  SDC Prague on the one hand,  and
Terex and the Purchaser on the other hand, each shall, and SDC Prague shall
use its  reasonable  best  efforts  to cause  TATRA to, (i)  cooperate  and
consult  with  each  other  in  determining   which  consents,   approvals,
authorizations or waivers are required or permitted to be obtained prior to
the Closing Date from Governmental  Entities or other Persons in connection
with  the  execution  of  this  Agreement  and  the   consummation  of  the
transactions  contemplated hereby, and (ii) use their reasonable efforts to
take,  or cause to be taken,  all other action and do, or cause to be done,
all other things  necessary,  proper or  appropriate to consummate and make
effective the legal acts contemplated by this Agreement.

               (b) Subject to the terms and  conditions of this  Agreement,
SDC Prague on the one hand,  and Terex and the Purchaser on the other hand,
shall use their  reasonable best efforts to take, or cause to be taken, all
actions,  and to do, or cause to be done, all things  necessary,  proper or
desirable under  applicable Laws and agreements,  to consummate as promptly
as practicable the  transactions  contemplated by this Agreement,  and each
shall cooperate fully with the other parties hereto to that end.

          5.5. Access to TATRA. Prior to the Closing,  SDC Prague shall use
its reasonable efforts to cause TATRA to allow reasonable access to TATRA's
premises and persons for Terex,  Purchaser,  their advisors and consultants
during normal working hours.

          5.6. No Solicitation.
               ---------------

               (a)  SDC  Prague  shall,  and  shall  cause  its  directors,
officers,  employees,  agents, advisors and other representatives to, cease
discussions or  negotiations,  if any, with any parties other than Terex or
the  Purchaser  conducted  prior to the date  hereof  with  respect  to any
Acquisition Proposal.  SDC Prague shall not, and shall cause its directors,
officers,  employees,  agents, advisors or other representatives not to (i)
solicit  or  initiate  the  making  of any  proposal  that  constitutes  an
Acquisition Proposal or (ii) participate in any discussions or negotiations
regarding an Acquisition Proposal;  provided, however,  notwithstanding the
prohibition  set forth in clause (ii) above, if either the Executive of SDC
Prague or the Board of Directors of the Company  determines  in good faith,
after  consultation  with its  respective  outside  counsel  and  financial
advisor(s),  that the failure to participate in discussions or negotiations
regarding an Acquisition  Proposal would be reasonably likely to constitute
a  breach  of its  fiduciary  duties  to  its  respective  stockholders  or
creditors under applicable Law, then SDC Prague, subject to compliance with
Section 5.6(b),  may (x) respond to a bona fide  Acquisition  Proposal that
the  Executive  of SDC  Prague  reasonably  and in  good  faith  determines
constitutes  a Superior  Proposal,  (y)  furnish to the Person  making such
Acquisition  Proposal  non-public  information with respect to the Company,
SDC  Prague  or TATRA  pursuant  to a  confidentiality  agreement,  and (z)
participate in negotiations regarding such Acquisition Proposal;  provided,
further,  that SDC Prague shall have  complied with its  obligations  under
this Section 5.6 and the Company shall have  complied with its  obligations
under Section 7 of the Indemnification Agreement.

               (b)  SDC  Prague   shall   promptly   advise  Terex  of  any
Acquisition  Proposal and the material  terms and  conditions  of each such
Acquisition   Proposal.   SDC  Prague  shall,  to  the  extent   reasonably
practicable,  keep Terex  informed  on the status  and  details  (including
amendments or proposed amendments) of any such Acquisition Proposal.

               (c) Nothing contained in this Section 5.6 shall prohibit SDC
Prague from making any disclosure to SDC Prague's stockholders or creditors
required under any applicable Law.

          SECTION 6. Termination.
                     -----------

          6.1. General Provision. This Agreement may be terminated prior to
the Closing Date:

                (a) at any time, upon the mutual written consent of each of
the parties hereto;

                (b) by Terex or the Purchaser if the Closing Date shall not
have occurred by September 30, 2003;  provided that Terex and the Purchaser
shall not have materially breached their obligations hereunder; or

                (c) by SDC  Prague  if the  Closing  Date  shall  not  have
occurred by  September  30, 2003;  provided  that SDC Prague shall not have
materially breached its obligations hereunder.

          6.2. Termination by Terex or the Purchaser.  Prior to the Closing
Date,  Terex or the Purchaser may terminate  this  Agreement with immediate
effect by giving  written notice to SDC Prague at any time in the event (i)
SDC Prague is in material breach of any of its obligations hereunder or the
Company  is in  material  breach  of  any  of  its  obligations  under  the
Indemnification  Agreement;  (ii) Terex or the  Purchaser  has notified SDC
Prague of such breach; and (iii) such breach has continued without cure for
a period of 15  consecutive  days after  written  notice of such breach has
been provided to SDC Prague.

          6.3.  Termination  by SDC Prague.  Prior to the Closing Date, SDC
Prague may terminate this Agreement with immediate effect by giving written
notice to Terex and the Purchaser at any time in the event:

               (a) (i) Terex and the  Purchaser  are in material  breach of
any of their obligations hereunder;  (ii) SDC Prague has notified Terex and
the Purchaser of such breach;  and (iii) such breach has continued  without
cure for a period  of 15  consecutive  days  after  written  notice of such
breach has been provided to Terex and the Purchaser;

               (b) the Company, SDC Prague and/or TATRA consummates,  prior
to the Closing,  a transaction  or series of related  transactions  for the
provision of  financing  by a third party which is not a Terex  Competitor,
the proceeds of which that are received by the Company,  SDC Prague  and/or
TATRA  are  equal  to or  greater  than  $10,000,000  in the  aggregate  (a
"Financing  Transaction");  provided that (i) at least  $10,000,000  of the
proceeds  of any  such  Financing  Transaction  are  used  solely  for  the
provision  of  working  capital  to TATRA  and  (ii) the  terms of any such
Financing  Transaction  are permitted by, and comply in all respects  with,
the  terms of each of the Loan  Agreement  and the  TATRA  Loan  Agreement,
respectively;

               (c) the Company, SDC Prague and/or TATRA consummates,  prior
to the Closing,  a transaction  or series of related  transactions  for the
provision of financing  by a third party which is a Terex  Competitor,  the
proceeds of which that are received by the Company, SDC Prague and/or TATRA
are equal to or greater than  $10,000,000 in the aggregate (a  "Competitive
Financing  Transaction");  provided  that (i) at least  $10,000,000  of the
proceeds  of any  such  Financing  Transaction  are  used  solely  for  the
provision  of  working  capital  to TATRA  and  (ii) the  terms of any such
Competitive  Financing  Transaction  are  permitted  by,  and comply in all
respects  with,  the terms of each of the Loan Agreement and the TATRA Loan
Agreement, respectively;

               (d) if, in connection with a Superior  Proposal,  either the
Executive  of  SDC  Prague  or  the  Board  of  Directors  of  the  Company
determines,  in its  good  faith  judgment,  after  consultation  with  its
respective outside legal counsel and financial advisor(s),  that failure to
do so would  constitute a breach of its fiduciary  duties to its respective
stockholders or creditors under applicable Law;  provided,  however,  that,
(i) prior to termination of this Agreement under this Section  6.3(d),  SDC
Prague shall have  notified  Terex in writing of SDC Prague's  intention to
terminate this Agreement and of SDC Prague's and/or the Company's intention
to  enter  into  an  agreement   with   respect  to  a  Superior   Proposal
(collectively,  the "Intention Notice"),  which such Intention Notice shall
be delivered  to Terex at least three  Business  Days before such  intended
termination (the "Terex Review Period"), and shall have provided Terex with
the proposed definitive  documentation for such transaction and (ii) during
the Terex Review Period SDC Prague shall have afforded  Terex and Purchaser
a  reasonable  opportunity  to  make  such  adjustments  to the  terms  and
conditions of this Agreement as would enable SDC Prague to proceed with the
transactions  contemplated hereby in a manner consistent with its fiduciary
duties to its stockholders or creditors.  The Intention  Notice  (including
SDC Prague's right to terminate this  Agreement)  shall not be effective if
Terex and  Purchaser  submit to SDC Prague during the Terex Review Period a
legally  binding,  executed  offer  to  enter  into  an  amendment  to this
Agreement  within such Terex  Review  Period  unless the  Executive  of SDC
Prague or the Board of Directors of the Company  shall have  determined  in
good faith,  after  consultation with its respective  outside legal counsel
and financial  advisor(s),  that the amendment to this Agreement that Terex
and Purchaser  have agreed to enter into during such Terex Review Period is
not at least as favorable to SDC Prague's or the Company's  stockholders or
creditors, as applicable, as the Superior Proposal.

          6.4.  Effect of  Termination.  If this  Agreement  is  terminated
pursuant  to  this  Section  6,  all  further  obligations  of the  parties
hereunder  shall  terminate and no damages or other  compensation  shall be
payable by any party, except that nothing in this Section 6.4 shall relieve
any party hereto of any  liability  pursuant to this Section 6.4 or for any
willful breach of this Agreement that occurred prior to the  termination of
this Agreement.

               (a) In the event of a termination by SDC Prague  pursuant to
Sections 6.3(b),  6.3(c) or 6.3(d) hereof,  SDC Prague shall pay in cash to
Terex,  simultaneous with any such termination,  (i) all accrued and unpaid
interest  owed by the  Company,  SDC Prague  and/or TATRA as of the date of
such  termination,  in each case,  pursuant to the Loan  Agreement  and the
TATRA Loan  Agreement  and (ii) unpaid  fees and  expenses in the amount of
$626,468.29.

               (b) In the event of a termination by SDC Prague  pursuant to
Sections  6.3(c) or 6.3(d)  hereof,  SDC Prague shall pay in cash to Terex,
simultaneous  with any such termination and in addition to any amounts owed
to Terex pursuant to Section 6.4(a), (i) the entire  outstanding  principal
balance and premium, if any, owed by the Company,  SDC Prague and/or TATRA,
as of the date of such termination,  pursuant to the Loan Agreement and the
TATRA Loan Agreement.

               (c) In the event of a termination by SDC Prague  pursuant to
Section 6.3(d) hereof, SDC Prague shall pay in cash to Terex,  simultaneous
with any such  termination  and in addition  to any  amounts  owed to Terex
pursuant to Sections 6.4(a) and 6.4(b), $500,000.

          SECTION 7. [Intentionally omitted.]

          SECTION 8. Survival of  Representations,  Warranties,  Agreements
and Covenants,  Etc. All representations and warranties  hereunder shall be
deemed to be made solely as of the date of this Agreement and shall survive
one year. None of the  representations  and warranties shall be affected by
any knowledge  possessed by, or investigation of the subject matter thereof
made by or on behalf of, Terex or the Purchaser.  All statements  contained
in any schedule to this Agreement or in any certificate or other instrument
delivered  by  SDC  Prague   pursuant  to  Section  2.3  shall   constitute
representations  and  warranties  by SDC Prague under this  Agreement.  All
covenants and agreements contained herein shall survive indefinitely until,
by their respective terms, they are no longer operative.

          SECTION 9. Indemnification.
                     ---------------

          9.1. General Indemnification.  SDC Prague shall indemnify, defend
and hold  Terex,  the  Purchaser  and each of  their  respective  officers,
directors,  partners, managing directors,  Affiliates,  employees,  agents,
consultants,  representatives,  successors  and assigns  (each a "Purchaser
Indemnitee") harmless from and against all Losses incurred or suffered by a
Purchaser  Indemnitee arising out of, relating to or resulting from (i) any
breach of any of the  representations  or warranties  made by SDC Prague in
this Agreement or in any certificate or other instrument delivered pursuant
hereto including,  without limitation,  the Transaction Documents, and (ii)
any breach of any of the  covenants or  agreements  made SDC Prague in this
Agreement or in any  certificate  or other  instrument  delivered  pursuant
hereto including,  without limitation, the Transaction Documents. Terex and
the Purchaser shall indemnify,  defend and hold SDC Prague,  its Affiliates
and  each of  their  respective  officers,  directors,  employees,  agents,
consultants,  representatives,  successors  and  assigns  (each  a  "Seller
Indemnitee")  harmless against all Losses arising from the breach of any of
the covenants or  agreements  of the Purchaser in this  Agreement or in any
certificate  or  other  instrument  delivered  pursuant  hereto  including,
without limitation, the Transaction Documents.  Notwithstanding anything to
the  contrary  in this  Agreement,  (a) any and all  payments by SDC Prague
pursuant to this  Section 9 with  respect to breach of  representations  or
warranties  shall be  limited  to, in the  aggregate,  an  amount  equal to
$10,000,000 (less any amounts paid by the Company to Terex or the Purchaser
pursuant   to  Section  8  of  the   Indemnification   Agreement)   and  no
indemnification  payment by SDC  Prague  with  respect  to any such  Losses
otherwise  payable  hereunder  shall be payable until such time as all such
Losses  (exclusive of attorneys' fees or other expenses of investigation or
defense)  shall  aggregate  to more than  $250,000  (including  any  Losses
payable pursuant to Section 8 of the Indemnification  Agreement),  and then
only to the extent that such Losses  (including any Losses payable pursuant
to Section 8 of the Indemnification  Agreement),  in the aggregate,  exceed
such amount. In determining  whether a Purchaser  Indemnitee is entitled to
recover  under  this  Section 9 for any  Losses,  the  representations  and
warranties of SDC Prague shall not be deemed qualified by any references to
materiality  contained therein and any breaches thereof shall be determined
without regard to whether such breach constitutes a Material Adverse Effect
or Material  Adverse  Change.  Notwithstanding  anything to the contrary in
this  Agreement,  (a) any and  all  payments  by  Terex  and the  Purchaser
pursuant to this  Section 9 with  respect to breach of  representations  or
warranties  shall be  limited  to, in the  aggregate,  an  amount  equal to
$10,000,000 and no indemnification  payment by Terex and the Purchaser with
respect to any such Losses  otherwise  payable  hereunder  shall be payable
until such time as all such Losses  (exclusive of attorneys'  fees or other
expenses  of  investigation  or  defense)  shall  aggregate  to  more  than
$250,000,  and then only to the extent that such Losses,  in the aggregate,
exceed such amount. In determining  whether a Seller Indemnitee is entitled
to recover  under this Section 9 for any Losses,  the  representations  and
warranties of Terex and the Purchaser shall not be deemed  qualified by any
references to materiality  contained therein and any breaches thereof shall
be determined  without regard to whether such breach constitutes a Material
Adverse Effect or Material Adverse Change

          9.2. Indemnification  Principles. For purposes of this Agreement,
"Losses"  shall mean each and all of the following  items:  claims,  losses
(excluding losses of earnings or similar consequential or indirect losses),
liabilities,  obligations, payments, damages (excluding indirect or similar
damages), charges, judgments, fines, penalties, amounts paid in settlement,
costs and expenses  (including,  without limitation,  interest which may be
imposed  in  connection   therewith,   reasonable  costs  and  expenses  of
investigation,   actions,  suits,  proceedings,  demands,  assessments  and
reasonable fees,  expenses and  disbursements  of counsel,  consultants and
other experts);  provided, however, that for purposes of calculating Losses
pursuant to this Section 9, Losses of the Company shall be  calculated  net
of any reduction to the Tax liability of the Company actually realized as a
result of any such item giving rise to a Tax deduction to the Company.  Any
indemnification  payment by SDC Prague to any Purchaser Indemnitee pursuant
to this Section 9 shall include an additional  amount so that the Purchaser
Indemnitee  does not,  directly  or  indirectly,  bear any  portion of such
payment  made by SDC Prague with  respect to such payment on account of the
Purchaser Indemnitee's direct or indirect investment in the Company. To the
extent permitted by Law, any payment by SDC Prague to Purchaser pursuant to
this  Section  9  shall  be  treated  for all  income  Tax  purposes  as an
adjustment to the price paid by the Purchaser for the TATRA Shares pursuant
to this Agreement.

          9.3. Claim Notice. Any claim for indemnification pursuant to this
Section 9 must be made before the  expiration  of the survival  periods set
forth in  Section  8 of this  Agreement.  No party  shall  be  entitled  to
indemnification   against   a  Loss   arising   from  the   breach  of  any
representations  or  warranties of any other party unless the party seeking
indemnification  shall have given to the party from whom indemnification is
being sought a claim notice  relating to such Loss (a "Claim Notice") prior
to  expiration  of the  representation  or warranty upon which the claim is
based.  The Claim Notice shall be given  reasonably  promptly  (but, in the
case of a third party claim against the indemnified  party,  within 15 days
after the  indemnified  party has  received  written  notification  of such
claim)  after  the  party  seeking  indemnity  becomes  aware of the  facts
indicating that a claim for  indemnification  may be warranted.  Each Claim
Notice shall specify in reasonable  detail (to the extent known) the nature
of the  claim,  the  applicable  provision(s)  of this  Agreement  or other
instrument  under which the claim for indemnity  arises,  and, if possible,
the amount or the estimated amount thereof.  The failure of any indemnified
party to give a Claim  Notice shall not relieve the  indemnifying  party of
its  obligations  under  this  Section  9,  except to the  extent  that the
indemnified  or  indemnifying  party is actually  materially  prejudiced by
failure to give such Claim  Notice.  The  indemnifying  party may,  through
counsel of its own choosing and reasonably  satisfactory to the indemnified
party, assume the defense thereof or other indemnification  obligation with
respect thereto; provided, however, that (a) any indemnified party shall be
entitled to  participate  in any such claim with  counsel of its own choice
but at its own expense and (b) any  indemnified  party shall be entitled to
participate in any such claim with counsel of its own choice at the expense
of the  indemnifying  party if  representation  of both parties by the same
counsel  is  otherwise   inappropriate   under   applicable   standards  of
professional  conduct  or the  indemnified  party  is  otherwise  adversely
affected  thereby.  In any event, if the  indemnifying  party fails to take
reasonable  steps  necessary to defend  diligently the action or proceeding
within 20 days after receiving the notice from such indemnified  party that
the  indemnifying  party has  failed to do so,  the  indemnified  party may
assume such defense or other  indemnification  obligation  and the fees and
expenses of its attorneys will be covered by the indemnity  provided for in
this Section 9. Notwithstanding anything in this Section 9 to the contrary,
the  indemnifying  party  shall not,  without  the  written  consent of the
indemnified party, settle or compromise any pending or threatened action or
claim in respect of which  indemnification  or  contribution  may be sought
hereunder  (whether or not the indemnified  party is an actual or potential
party to such action or claim) or consent to the entry of any  judgment (i)
which  does  not,  to the  extent  that an  indemnified  party may have any
liability with respect to such action or claim, include as an unconditional
term thereof the  delivery by the claimant or plaintiff to the  indemnified
party of a written  release from all liability in respect of such action or
claim,  (ii) which  includes any  statement as to or an admission of fault,
culpability or a failure to act, by or on behalf of any indemnified  party,
or (iii) in any manner that  involves  any  injunctive  relief  against the
indemnified  party or may materially and adversely  affect the  indemnified
party.  Notwithstanding  anything in this  Section 9 to the  contrary,  the
indemnified  party may not compromise or settle any claim without the prior
written  consent of the  indemnifying  party  (which  consent  shall not be
unreasonably  withheld  or  delayed),  unless  the sole  relief  granted is
equitable relief for which the  indemnifying  party would have no liability
or to which the indemnifying party would not be subject.

          SECTION 10.  Remedies.  In case any one or more of the  covenants
and/or  agreements set forth in this Agreement  shall have been breached by
SDC  Prague,  the  Purchaser  may proceed to protect and enforce its rights
either by suit in  equity  and/or  by  action  at Law,  including,  but not
limited to, an action for damages as a result of any such breach  and/or an
action for specific performance of any such covenant or agreement contained
in this Agreement;  provided,  however, that the indemnification provisions
set forth in  Section  9 hereof  shall be the sole and  exclusive  monetary
damages  remedy  for any  breach of the  Transaction  Documents  during the
period  ending  one year  from the date  hereof,  other  than for  breaches
involving fraud or bad faith.

          SECTION 11. Payment of Expenses. At any time or from time to time
after the  Closing,  the Company  and SDC Prague may  present  Terex with a
written request for reimbursement for expenses and costs, accompanied by an
itemized  description  of such  expenses  and costs and by such  supporting
documentation as Terex may reasonably  request,  incurred by SDC Prague (i)
in connection  with  obtaining an opinion with respect to the  transactions
contemplated  by  this  Agreement  from  Capitalink  LLC  (the  "Capitalink
Expenses"),  and (ii) in connection with the rendering of legal services to
the  Company  and SDC Prague by Kramer  Levin  Naftalis & Frankel  LLP with
respect to the  transactions  contemplated  by this  Agreement  (the "Legal
Fees"). Terex agrees to reimburse SDC Prague for the Capitalink Expenses in
an amount not to exceed $150,000 in the aggregate and for the Legal Fees in
an amount not to exceed  $100,000 in the aggregate,  in each case within 30
days  of  Terex's   receipt  of  such   written   request  and   supporting
documentation.

          SECTION 12. Further Assurances.  At any time or from time to time
after  the  Closing,  SDC  Prague,  on the  one  hand,  and  Terex  and the
Purchaser,  on the other hand,  agree to cooperate with each other,  and at
the  request  of the other  party,  to  execute  and  deliver  any  further
instruments  or documents and to take all such further  action as the other
party  may  reasonably  request  in order to  evidence  or  effectuate  the
consummation of the transactions  contemplated hereby relating to the TATRA
Purchase and to otherwise carry out the intent of the parties hereunder.

          SECTION 13.  Legends.  SDC Prague  acknowledges  and agrees that,
except  for  certificates  representing  shares  of Terex  Stock  which are
subject to an effective  Registration  Statement filed by Terex or until no
longer  required by applicable Law, the  certificates  evidencing the Terex
Stock  issued   pursuant  to  this   Agreement   shall   contain  a  legend
substantially   as  follows  (it  being  agreed  that  Terex  will  provide
replacement  certificates  without  any  such  legend  if not  required  by
applicable Law in Terex's reasonable judgment upon request by SDC Prague):

               The shares  represented  by this  certificate  have not been
               registered  under the  Securities  Act of 1933.  The  shares
               represented  by  this   certificate  may  only  be  sold  or
               transferred  if they are at the time  registered  under  the
               Securities Act of 1933 or if the sale or transfer thereof is
               not required to be so  registered  or is made pursuant to an
               exemption  from  registration  provided  by said  Act or the
               rules and  regulations  promulgated  thereunder.  The shares
               represented   by  this   certificate   are  subject  to  the
               restrictions set forth in Stock Purchase Agreement, dated as
               of August 28, 2003,  by and among SDC Prague,  S.R.O,  Terex
               Corporation,  and GP Omikron,  S.R.O.  and the  Registration
               Rights Agreement,  dated as of August, 28 2003, by and among
               SDC Prague, S.R.O. and Terex Corporation.

          SECTION 14. Successors and Assigns. This Agreement shall bind and
inure  to the  benefit  of SDC  Prague,  Terex  and the  Purchaser  and the
respective successors,  assigns, heirs and personal  representatives of SDC
Prague,  Terex and the Purchaser.  SDC Prague acknowledges that, subject to
compliance with applicable securities Laws, Purchaser may transfer,  all or
part of, the TATRA Shares acquired by it hereunder and assign,  all or part
of, its rights and obligations under this Agreement.

          SECTION  15.  Entire  Agreement.  This  Agreement  and the  other
writings  referred to herein or delivered  pursuant  hereto,  including the
Transaction  Documents,  which  form  a  part  hereof  contain  the  entire
agreement  among the parties with respect to the subject  matter hereof and
supersede all prior and contemporaneous arrangements or understandings with
respect thereto.

          SECTION 16. Notices.  All notices,  requests,  consents and other
communications  hereunder to any party shall be deemed to be  sufficient if
contained in a written instrument  delivered in person or sent by confirmed
transmission  by telecopy,  or five (5) days (or earlier if received) after
deposit  with a  nationally  recognized  overnight  courier or first  class
registered or certified mail,  return receipt  requested,  postage prepaid,
addressed  to such  party at the  address  set  forth  below or such  other
address  as may  hereafter  be  designated  in writing by such party to the
other parties:

                   if to SDC Prague, to:

                   SDC International, Inc.
                   231 Bradley Place
                   Palm Beach, FL  33480
                   Telecopy No.: (561) 882-9300
                   Attention:  Mr. Ronald A. Adams, Chairman/CEO

                   with a copy to:

                   Kramer Levin Naftalis & Frankel LLP
                   919 Third Avenue
                   New York, NY  10022
                   Telecopy No.: (212) 715-8000
                   Attention: Andrew Hulsh, Esq.

                   and

                   if to Purchaser or Terex, to:

                   Terex Corporation
                   500 Post Road East, Suite 320
                   Westport, CT  06880
                   Telecopy: (203) 227-1647
                   Attention: Eric I Cohen, Esq.

                   with copies to:

                   Fried, Frank, Harris, Shriver & Jacobson
                   One New York Plaza
                   New York, NY  10004
                   Telecopy:  (212) 859-8589
                   Attention:  Steven G. Scheinfeld, Esq.

                   and

                   Giese & Partner, v.o.s.
                   Palac Myslbek
                   Ovocny trh 8
                   117 19 - Praha 1
                   Telecopy: 420--2-222 444 69
                   Attention: Ernst Giese, Esq.

          All such  notices,  requests,  consents and other  communications
shall be deemed to have been given when received.

          SECTION  17.  Amendments.   The  terms  and  provisions  of  this
Agreement  may be  modified  or amended,  or any of the  provisions  hereof
waived, temporarily or permanently,  pursuant to the written consent of SDC
Prague and Terex.

          SECTION 18.  Counterparts.  This Agreement may be executed in any
number of counterparts, and each such counterpart hereof shall be deemed to
be an  original  instrument,  but  all  such  counterparts  together  shall
constitute but one agreement.

          SECTION  19.  Headings.  The  headings  of the  sections  of this
Agreement  have been inserted for  convenience  of reference only and shall
not be deemed to be a part of this Agreement.

          SECTION 20. Nouns and Pronouns. Whenever the context may require,
any  pronouns  used  herein  shall  include  the  corresponding  masculine,
feminine or neuter forms, and the singular form of names and pronouns shall
include the plural and vice versa.

          SECTION 21.  Governing Law. This  Agreement  shall be governed by
and construed in accordance  with the laws of the State of New York without
giving  effect to the  principles  of conflicts of law. Each of the parties
hereto hereby  irrevocably  and  unconditionally  consents to submit to the
exclusive  jurisdiction  of the  courts of the State of New York and of the
United  States of America,  in each case located in the County of New York,
for any  litigation  arising out of or relating to this  Agreement  and the
transactions contemplated hereby (and agrees not to commence any litigation
relating thereto except in such courts), and further agrees that service of
any process,  summons,  notice or document by U.S.  registered  mail to its
respective  address set forth in this  Agreement,  or such other address as
may be given by one or more parties to the other parties in accordance with
the notice  provisions of Section 16, shall be effective service of process
for any  litigation  brought  against  it in any  such  court.  Each of the
parties hereto hereby irrevocably and unconditionally  waives any objection
to the laying of venue of any  litigation  arising out of this Agreement or
the transactions contemplated hereby in the courts of the State of New York
or the United States of America,  in each case located in the County of New
York, and hereby further irrevocably and unconditionally  waives and agrees
not to plead or claim in any such court that any such litigation brought in
any such court has been brought in an inconvenient forum.

          SECTION 22.  Severability.  If any term,  provision,  covenant or
restriction  of this  Agreement or any exhibit hereto is held by a court of
competent  jurisdiction  to be  invalid,  void or  unenforceable,  (i) such
provision  shall be deemed to be  restated to reflect as nearly as possible
the original  intentions of the parties in accordance  with  applicable Law
and (ii) the remainder of the terms, provisions, covenants and restrictions
of this  Agreement and such exhibits  shall remain in full force and effect
and shall in no way be affected, impaired or invalidated.

          SECTION 23. Definitions. For purposes of this Agreement:
                      -----------

               "Acquisition  Proposal" shall mean (i) any proposal or offer
from any Person relating to any direct or indirect  acquisition or purchase
of any of the  TATRA  Shares  or the  direct  or  indirect  acquisition  or
purchase of any of the outstanding  voting securities of the Company or SDC
Prague, (ii) any tender offer, exchange offer or other transaction that, if
consummated, would result in any Person beneficially owning (A) 20% or more
of the outstanding  voting  securities of TATRA or SDC Prague or (B) 35% or
more of the  outstanding  voting  securities  of the Company;  or (iii) any
merger,  consolidation,  business combination, sale of substantially all of
the  assets,   recapitalization,   liquidation,   dissolution   or  similar
transaction involving the Company, SDC Prague or TATRA, other than, in each
case, the transactions contemplated by this Agreement.

               "Affiliate"  shall have the meaning ascribed to such term in
Rule 12b-2 of the General Rules and Regulations under the Exchange Act.

               "Business"  means  the  assembly  and  production  of  motor
vehicles and further activities  entered in the Commercial  Register as the
subject of the business of TATRA.

               "Business  Day" means any day other than a Saturday,  Sunday
or a day on which banks in New York City are authorized or obligated by Law
or executive order to close.

               "Closing  Price" means the closing sale price of Terex Stock
as supplied by the NYSE.

               "Contract  Shares" means bearer  shares in book-entry  form,
each with a current nominal value of CZK 250, with such nominal value being
decreased to CZK 100, of the registered capital of TATRA.

               "Encumbrance" means any security interest, mortgage, pledge,
hypothecation,   assignment,   deposit   arrangement,   encumbrance,   lien
(statutory or otherwise),  charge against or interest in property, or other
priority or preferential  arrangement of any kind or nature whatsoever that
has the same practical effect as a security interest,  to secure payment of
a debt or performance of an obligation.

               "Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any successor federal statute, and the rules and regulations of
the Commission thereunder, all as the same shall be in effect at the time.

               "Governmental  Entity"  means any  supernational,  national,
foreign,  federal,  state  or  local  judicial,   legislative,   executive,
administrative or regulatory body or authority.

               "Guarantees"  means (i) the guarantee,  dated as of December
27, 2001, made by SDC Prague in favor of Terex,  (ii) the guarantee,  dated
as of February 20,  2002,  made by SDC Prague in favor of Terex (as amended
on February  20,  2002) and (iii) the  guarantee,  dated as of February 20,
2002, made by the Company in favor of Terex.

               "Indemnification   Agreement"   means  the   Indemnification
Agreement, dated as of the date hereof, by and among the Company, Terex and
Purchaser.

               "Law" includes any foreign,  federal,  state,  or local law,
statute, ordinance, rule, regulation, order, judgment or decree.

               "Loan  Agreement"  means  the  loan  agreement,  dated as of
December 27, 2001, by and between the Company and Terex.

               "Material Adverse Change" means a change, individually or in
the  aggregate  that has or may  reasonably  be expected to have a Material
Adverse Effect.

               "Material  Adverse  Effect"  means  any  event,   change  or
occurrence which has had, or is reasonably likely to have,  individually or
together  with any other event,  change or  occurrence  a material  adverse
effect  on  the  business,   operations,   properties,   assets,  condition
(financial or other) or the results of operations of the applicable  Person
and its Subsidiaries, if any, taken as a whole.

               "Notes"  means the 9.00%  Convertible  Note due December 31,
2004  in the  aggregate  principal  amount  of  $6,069,900  and  the  9.00%
Convertible Note due December 31, 2004 in the aggregate principal amount of
$2,000,000.

               "NYSE" means the New York Stock Exchange.

               "Person"   means  any   individual,   corporation,   limited
liability company,  partnership,  limited partnership,  syndicate,  person,
trust, association or entity or government,  political subdivision,  agency
or instrumentality of a government.

               "Pledge   Agreements"   means  (i)  the   Pledge   Agreement
Concerning  Shares of the Company  TATRA,  a.s.,  dated  December 28, 2001,
between SDC Prague and Terex, (ii) the Pledge Agreement Concerning Business
Share of the Company SDC  Prague,  dated  December  28,  2001,  between the
Company  and Terex,  (iii) the Pledge  Agreement  Concerning  Shares of the
Company TATRA,  a.s., dated February 21, 2002, between SDC Prague and Terex
and (iv) the Pledge Agreement  Concerning Business Share of the Company SDC
Prague, dated February 21, 2002, between SDC and Terex.

               "Securities Act" means Act No. 591/1992 Coll. On Securities,
as amended and in force and effect from time to time.

               "Securities  Center"  means  the legal  entity,  established
pursuant to the  Securities  Act, that maintains the register of book-entry
securities and performs other activities under the Securities Act.

               "Subsidiary" means, with respect to any Person, any company,
corporation,  partnership, limited liability company or other entity (A) of
which shares of capital stock or other ownership  interests having ordinary
voting power to elect a majority of the board of directors or other similar
managing body of such company, corporation,  partnership, limited liability
company or other  entity are at the time owned or  controlled,  directly or
indirectly,  by such  Person or (B) the  management  of which is  otherwise
controlled,  directly or indirectly,  through one or more intermediaries by
such  Person.  SDC Prague and TATRA shall each be deemed to be a Subsidiary
of the Company.

               "Superior Proposal" means any bona fide, unsolicited,  third
party written Acquisition Proposal obtained not in breach of this Agreement
to acquire, directly or indirectly,  for consideration consisting solely of
cash or cash  equivalents  (including,  without  limitation,  registered or
immediately  registrable equity securities of a U.S. public company),  100%
of the  outstanding  equity  securities  of SDC Prague or 100% of the TATRA
Shares, on terms that the Executive of SDC Prague or the Board of Directors
of the Company  determine in their  respective good faith judgment  (based,
with respect to consideration  payable,  upon the advice of SDC Prague's or
the Company's outside financial  advisor(s),  as applicable) (i) to provide
greater  value  from a  financial  point  of  view to SDC  Prague's  or the
Company's stockholders and creditors taken as a whole than the transactions
contemplated  by this Agreement and the  Termination  Agreement,  (y) to be
capable of being  consummated,  taking into  account the Person  making the
proposal  and all legal,  financial,  regulatory  and other  aspects of the
Acquisition  Proposal  and  (z) if  financing  is  necessary  in  order  to
consummate  such  Acquisition   Proposal,  to  be  supported  by  available
financing or a financing  commitment letter;  provided,  however,  that any
such letter not be subject to any  non-traditional  conditions  (including,
without  limitation,  any due diligence condition or any condition relating
to the financial condition or operating results of any party).

               "TATRA Loan  Agreement"  means that certain Loan  Agreement,
dated as of February 20, 2002,  between Terex,  TATRA,  the Company and SDC
Prague.

               "Taxes" means all federal,  state,  local or foreign  taxes,
including  but not limited to income,  gross  receipts,  windfall  profits,
value added, severance,  property, production, sales, use, license, excise,
franchise,  employment,  withholding  or similar  taxes,  together with any
interest,  additions or penalties with respect  thereto and any interest in
respect of such additions or penalties.

               "Trading  Day"  means a day on  which  the  NYSE is open for
trading and a Closing Price is supplied for the Terex Stock.

               "Terex Competitor" shall mean each of the following entities
and their respective Subsidiaries and Affiliates:  Osh Kosh Trucks, Stewart
&  Stevenson,   Caterpillar,  Volvo,  Komatsu,  Liebherr,  Ingersoll  Rand,
Manitowoc, JLG Industries, Textron, John Deere, Altec, Moxy, Bell, Case/New
Holland, Euclid/Hitachi and Joy Global.

               "Transaction Documents" means this Agreement, the
Registration Rights Agreement, the Termination Agreement and the
Indemnification Agreement.

               "Voting  Securities"  means the  Common  Stock and any other
securities  of the Company or any  Subsidiary  of the Company (or any other
corporation  or  joint  stock  company)  which  are then  entitled  to vote
generally in the election of directors of the Company or such Subsidiary of
the Company (or such other corporation or joint stock company).

          SECTION 24.  Currency.  The term "$" means United States Dollars.
The term "CZK"  means  Czech  crowns,  the  official  currency of the Czech
Republic.



          [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>


          IN WITNESS  WHEREOF,  the parties  hereto have duly executed this
Stock Purchase Agreement as of the date first above written.


                                    Terex Corporation

                                    By:  /s/ Eric I Cohen
                                        --------------------------------
                                         Name:   Eric I Cohen
                                         Title:  Senior Vice President

<PAGE>


<PAGE>


                                    GP OMIKRON, S.R.O.

                                    By:  /s/ Jiri Vondrich
                                         -------------------------------
                                         Name:   Jiri Vondrich
                                         Title:  General Manager

<PAGE>

                                    SDC Prague, S.R.O.

                                    By:  /s/ Edita Stedra
                                         -------------------------------
                                          Name:  Edita Stedra
                                          Title: Executive

<PAGE>