Exhibit 10.6

***: CERTAIN MATERIAL HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT. SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES EXCHANGE
COMMISSION.

                           DISTRIBUTORSHIP AGREEMENT
                                    BETWEEN
                              NDC AUTOMATION, INC.
                                      AND
                               MICROPOWER E.D. AB

This DISTRIBUTORSHIP AGREEMENT ("Agreement") is made and entered into by and
between NDC AUTOMATION, INC. a Delaware, U.S.A. corporation with its principal
place of business in Charlotte, North Carolina ("DISTRIBUTOR"), and MICROPOWER
E.D. AB, a Swedish company with its principal place of business in Vxj, Sweden,
("COMPANY").

Statement of Background, Purpose and Interest

COMPANY manufactures chargers for industrial trucks, automatic guided vehicles
and other electric vehicles and sells these items throughout the world.
COMPANY's primary sales and marketing efforts are made in Europe. DISTRIBUTOR
sells guidance equipment and controls and provides engineering for the design
and implementation of automatic guided vehicle systems, primarily in North
America. DISTRIBUTOR desires to purchase from COMPANY certain products made by
COMPANY and to resell them to customers within North America. The purpose of
this Agreement is to set forth the terms and conditions whereby DISTRIBUTOR acts
as the sole and exclusive distributor for COMPANY in North America.

THEREFORE, in consideration of these premises, the covenants herein given and
other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:

                               A G R E E M E N T

1. Appointment As DISTRIBUTOR. COMPANY hereby appoints DISTRIBUTOR to be its
exclusive Distributor for COMPANY's "Products" (as hereinafter defined) within
the "Territory" (as hereinafter defined) for the "Term" (as herein defined) of
this Agreement and subject to its terms. As used herein, "Products" shall mean
the Products listed on Schedule 1, attached hereto and incorporated herein by
reference, plus such other products as the parties may hereafter agree to add to
Schedule 1. "Territory" shall mean all countries of North America, their
possessions and territories wherever located. The "Term" of this Agreement shall
mean the period of time defined in paragraph 8.1 herein.


                                       1
<PAGE>

2.  Obligations of DISTRIBUTOR.

2.1 DISTRIBUTOR shall use reasonable commercial efforts to sell and to promote
sales of Products and to protect and promote the good name and best interests of
COMPANY and the Products in the Territory.

***

Should the DISTRIBUTOR not comply with any requirement specified in the
preceding paragraph, the COMPANY may in addition to all other remedies he may
have and at his option, by giving 60 days written notice, either terminate this
Agreement or convert the exclusive sales right granted under this Agreement into
a non-exclusive right.

2.2 DISTRIBUTOR may promote or distribute the products of other companies and
otherwise represent other companies, with the exception of products identical or
similar to the Products as per Schedule I, unless mutually agreed between the
parties. Nothing in this Agreement shall be construed to prevent DISTRIBUTOR
from selling its own products.

2.3 DISTRIBUTOR shall purchase and resell Products for its own account and its
own risk. DISTRIBUTOR shall have the right to sell Products under its private
label "PowerWay(TM)" and the parties shall negotiate in good faith the
terms and conditions for such arrangement.

2.4 DISTRIBUTOR shall pay for all Products ordered from COMPANY in accordance
with the prices, terms of payment and other terms and conditions of sale which
are attached hereto as Schedule 1. COMPANY warrants that such prices are and
will remain at least *** below COMPANY's export list prices for such products
for sale to end users.

2.5 DISTRIBUTOR shall maintain a proper place of business including offices,
warehouse space, demonstration, test and showroom space, maintenance and
training facilities and spare parts storage. DISTRIBUTOR shall maintain the
capability to demonstrate the operation of Products.

2.6 DISTRIBUTOR shall maintain an inventory of Products and spare parts adequate
to meet routine commercial demand with reasonable lead-times at DISTRIBUTOR'S
discretion and shall provide spare parts and training, installation and
maintenance services to its customers upon their request.

                                       2
<PAGE>

2.7 DISTRIBUTOR shall provide trained and skilled sales and other personnel
sufficient to promptly and efficiently discharge its responsibilities hereunder.

2.8 DISTRIBUTOR shall provide installation, and other normal after-sales
services to its customers at its expense. Subject to paragraph 4.2 of this
Agreement, DISTRIBUTOR may provide warranty service to its customers.
DISTRIBUTOR may charge its customers for all such services except for those
covered by COMPANY's warranty, if any.

2.9 DISTRIBUTOR shall advertise and promote the Products for sale within the
Territory at its own expense or as mutually agreed between the Parties.

2.10 DISTRIBUTOR shall provide COMPANY with annual market plans, including sales
forecasts, sales and marketing activities, market information, competition,
etc., the first such report within thirty (30) days after the date hereof and
thereafter on or before September 30 each consecutive year. DISTRIBUTOR shall
also keep COMPANY up-dated on progress and important events regarding its sales
of the Products in the Territory.

3.  Obligations of COMPANY.

3.1 COMPANY shall not appoint or support any commercial sales representative or
other distributor of Products within and/or for the Territory. COMPANY shall
advise its customers outside the Territory that the COMPANY is represented by
the DISTRIBUTOR and use its best efforts to encourage such customers to buy
Products from DISTRIBUTOR in cases when sales are considered by the COMPANY to
its customers for final delivery to or installations inside the Territory.

If COMPANY's other customers than DISTRIBUTOR want to buy or make an inquiry
concerning the PRODUCTS, COMPANY is obliged to inform DISTRIBUTOR immediately.

3.2 COMPANY shall, free of charge, provide technical training and sales support
to qualified DISTRIBUTOR personnel at convenient times and places as mutually
agreed between the Parties. Direct expenses for travelling and accommodation
shall be borne by each Party for his personnel. COMPANY shall provide price
lists, sales literature, technical product bulletins, material safety data
sheets and other technical information to DISTRIBUTOR as reasonably necessary
for the promotion, sales and servicing of the Products at no cost to
DISTRIBUTOR.

3.3 COMPANY shall keep DISTRIBUTOR informed of technical modifications and
developments of the Products and of other important events that may be material
to the DISTRIBUTOR'S execution of his obligations under this agreement.

4.  Product Quality, Warranties, and Representations.

                                       3
<PAGE>

4.1 COMPANY warrants to DISTRIBUTOR and to the first purchaser of Products from
DISTRIBUTOR that, at the time of delivery, all goods sold shall conform to all
technical specifications and all descriptions of function or performance
contained in documents provided to DISTRIBUTOR by COMPANY and to all models,
demonstrations and samples of Products so furnished to DISTRIBUTOR and shall be
free from defects in material or workmanship. COMPANY shall repair or replace
any Product which fails to meet the foregoing warranty for a period of twelve
months (12) from date of commissioning by first purchaser and for a period of
eighteen (18) months from date of delivery by COMPANY to DISTRIBUTOR, whichever
occurs first. At COMPANY's request, DISTRIBUTOR shall perform warranty services
on defective Products, and COMPANY shall reimburse DISTRIBUTOR the cost of all
spare or replacement parts used in providing such warranty services and shall
pay DISTRIBUTOR its normal labour rates for labour repair services per work.
COMPANY also warrants that all products comply with technical and/or functional
standards and norms in the Territory required by law or regulation, e.g. UL
certification. DISTRIBUTOR agrees to advise COMPANY of such requirements to the
best of his ability, and COMPANY reserves the right to adjust its prices to
reflect cost effects from such requirements.

The specified terms and conditions of warranty are attached hereto as
Schedule 2.

4.2 For the term of this Agreement and for a period of five (5) years
thereafter, COMPANY shall and hereby does indemnify and hold DISTRIBUTOR
harmless from any and all claims, proceedings and causes of action brought by
third parties and all damages, awards, judgements, costs, fees and expenses
(including reasonable attorneys' fees) arising out of or related to such claims,
which claims arise out of or are related to defects or claims of defects or
inherently dangerous conditions in or with respect to the Products at the time
of delivery. COMPANY shall procure and maintain in full force and effect
throughout the term of this Agreement and for a period of five (5) years
thereafter, comprehensive liability insurance coverage including product
liability coverage with respect to such claims in an amount not less than USD
1,000,000 (one million), with DISTRIBUTOR named as an additional insured. The
policy shall provide that the insurer shall not cancel such policy for any
reason without first giving at least thirty (30) days prior written notice to
DISTRIBUTOR. At DISTRIBUTOR's request, COMPANY shall provide DISTRIBUTOR with a
certificate from the insurer of such coverage.




4.3 DISTRIBUTOR agrees to indemnify and hold COMPANY harmless from and against
any and all claims, causes of action, costs, fees, and expenses (including
reasonable attorneys' fees) arising out of, or attributable to any claim or
proceeding asserted or brought against COMPANY, which relates to or arises out
of any breach of warranty or misrepresentation, express or implied, made solely
by DISTRIBUTOR, its agents or
                                       4
<PAGE>
employees or any intentional or negligent act of DISTRIBUTOR, its agents or
employees in its marketing activities, sales, handling, labelling or servicing
of Products.

4.4 COMPANY agrees to indemnify and hold DISTRIBUTOR harmless from and against
any and all claims, causes of action, costs, fees, and expenses (including
reasonable attorneys' fees) arising out of, or attributable to any claim or
proceeding asserted or brought against DISTRIBUTOR, which relates to or arises
out of any breach of warranty or misrepresentation, express or implied, made
solely by COMPANY, its agents or employees or any intentional or negligent act
of COMPANY, its agents or employees in its marketing activities, sales,
handling, labelling or manufacture of Products.

5. Restrictive Covenant. Both parties acknowledge that from time to time during
the term of this Agreement they will acquire information concerning secret
processes, designs, formulae, know-how, prices, margins, plans, strategies,
customers, markets and other confidential information of or concerning the other
party, their affiliates or the Products or processes of the other party or their
affiliates, which information is valuable, gives both parties a competitive
advantage and which both parties use reasonable means and ways to keep secret
("Confidential Information"). Both parties acknowledge the other party's
exclusive right, title and interest in the Confidential Information and in its
trademarks, trade names, patents and copyrighted material and agree to do
nothing during or after the term of this Agreement to impair such right, title,
and interest or to disclose to any third party any Confidential Information
acquired pursuant to this Agreement or otherwise. Both parties agree that all
Confidential Information of the other party shall at all times be the exclusive
property of that party. Both parties further agree to discontinue all use of the
other party's name, trademarks, patents, copyrighted material and Confidential
Information immediately upon the termination or expiration of this Agreement for
any reason. The obligation to maintain the confidentiality of Confidential
Information shall not extend to:

(a) Information which is or becomes part of the public domain through no fault
of DISTRIBUTOR;

(b) Information which can be shown to have been legally disclosed to DISTRIBUTOR
by a third party which has not breached any obligation as to non-disclosure;

(c) Information which can be shown by DISTRIBUTOR to have been acquired by
DISTRIBUTOR without restriction prior to disclosure of the same information to
it by COMPANY;

(d) Information which can be shown by DISTRIBUTOR to have been developed by it
independently of any disclosure of Confidential Information to it pursuant to
this Agreement; or

In the event of an actual or threatened violation of this restrictive covenant
by DISTRIBUTOR, COMPANY shall have the right to terminate this Agreement
immediately upon


                                       5
<PAGE>

giving written notice of termination to DISTRIBUTOR and to obtain temporary and
permanent injunctive relief to prevent any such violation.

6. Patent Infringement. DISTRIBUTOR shall notify COMPANY promptly upon learning
of any claim of infringement brought against DISTRIBUTOR or its customers of any
patent or intellectual property owned or assigned to any other person or
business on account of the sale or use of any of the Products within the
Territory. Upon notification, COMPANY shall undertake to defend, settle or
dispose of any such claim, charge or proceeding and to pay the final amount of
any settlement agreed to by COMPANY or any judgement awarded against DISTRIBUTOR
or COMPANY. COMPANY reserves the sole right to defend or not to defend and to
settle or not to settle any such claim, and DISTRIBUTOR shall cooperate with
COMPANY in its lawful disposition of such claim. COMPANY shall indemnify, defend
and hold DISTRIBUTOR harmless against any costs or expenses DISTRIBUTOR incurs
in relation to any matters dealing with such patents or intellectual property
infringements. COMPANY shall keep DISTRIBUTOR fully informed of all actions
taken or to be taken by it to dispose of any such claim of infringement.

Term and Termination.

7.1 Unless earlier terminated as provided for herein, the Term of this Agreement
shall be three (3) years, beginning October 1, 1999, and expiring on September
30, 2000; provided, that this Agreement shall automatically be extended for
successive one year periods unless either party gives written notice not less
than six (6) months prior to the end of the initial term (or any succeeding
term) that it does not wish to further extend this Agreement ("Notice of
Expiration").

7.2 In addition to the rights of termination provided elsewhere in this
Agreement, this Agreement may be terminated:

(a) By an agreement in writing between COMPANY and DISTRIBUTOR; or

(b) By either party in the event the other party does or attempts to do any of
the following:

(i) assigns its rights or obligations hereunder without the other party's
consent
(ii) ceases business as a going concern;
(iii) liquidates, dissolves or adopts a plan to liquidate or dissolve;
(iv) files for bankruptcy or seeks to have a receiver, trustee or conservator of
its assets appointed or takes other action to gain relief from its creditors
generally;
(v) is the subject of an involuntary petition for bankruptcy, or for the
appointment of a receiver, trustee or conservator of its assets or any other
judicial proceeding for relief from creditors generally and the same is not
dismissed within sixty days after filing;
(vi) commits a material breach of any provision of this Agreement;

                                       6
<PAGE>

The party who wishes to terminate shall by a written notice identifying the
reason to terminate or the breach of the Agreement and does not cure such reason
or breach by the end of the notice period - thirty (30) days - the party can
immediately terminate the Agreement.

c) By either party by ninety (90) days prior written notice in case mutually
agreed objectives or events have not been accomplished for the foregoing
planning period and not been cured by the end of the notice period.

8.  Effect of Termination.

8.1 All rights extended to either party under this Agreement shall immediately
cease upon the expiration or termination of this Agreement for any reason, but
such expiration or termination shall not extinguish any past due obligation of
either party hereunder.

8.2 The acceptance of any Product order or renewal parts order from, or sale of
any Products or renewal parts, to DISTRIBUTOR after the expiration of this
Agreement shall be in the sole discretion of COMPANY. Any such acceptance or
sale shall not be construed as a renewal or extension thereof nor as a waiver of
expiration or termination.

8.3 In the event COMPANY terminates this Agreement in accordance with paragraph
7.1 not for cause, and COMPANY terminates all sales in the Territory, COMPANY
shall, at DISTRIBUTOR's request given within thirty days after the expiration or
termination of this Agreement, repurchase from DISTRIBUTOR and DISTRIBUTOR
agrees to sell at the net invoice price paid by DISTRIBUTOR less *** plus actual
transportation and any import duties thereon (if not included in the invoice
price), any or all new Products and spare parts shipped by COMPANY to
DISTRIBUTOR within twelve (12) months prior to termination and in good
marketable condition, and special tools and equipment for servicing Products of
which DISTRIBUTOR is then the owner. DISTRIBUTOR shall in any event make
available to COMPANY free of charge all such Products, spare parts, materials,
tools and equipment which COMPANY has made available to DISTRIBUTOR free of
charge.

8.4 If COMPANY terminates, or decides not to renew, this Agreement for any other
reasons than those under paragraph 7.2. COMPANY agrees to compensate DISTRIBUTOR
according to the following formula:

*** on COMPANY's net sales in the Territory during the first 6 month period
after the expiration of the Agreement; and

*** on COMPANY's net sales in the Territory during the second 6 month period
after the expiration

                                       7
<PAGE>

9. Benefit and Assignment. The rights, duties, and obligations of the parties
under this Agreement shall inure to the benefit and shall be binding upon their
respective successors and permitted assigns.

10. Status of DISTRIBUTOR. With respect to the Products, the relationship
between COMPANY and DISTRIBUTOR is solely that of vendor and vendee, and nothing
in this Agreement shall constitute DISTRIBUTOR as the agent, partner, joint
venturer or legal representative of COMPANY for any purpose whatsoever; nor
shall DISTRIBUTOR hold itself out as such. DISTRIBUTOR shall have no authority
to bind or commit COMPANY in any manner or for any purpose but rather shall act
and conduct itself in all respects as an independent contractor with respect to
the Products and the conduct of its business.

11. Force Majeure. No party to this Agreement shall be deemed to be in breach or
default of any provisions hereof by reason of delay or failure in the discharge
or performance of any duty or obligation hereunder due to strikes, lock-outs,
natural calamity, war, civil disorder, force majeure or any other cause beyond
the reasonable control of the party so affected.

12. Severability; Survival. The provisions of this Agreement are hereby deemed
by the parties to be severable, and the invalidity or unenforceability of any
one or more of the provisions of this Agreement shall not affect the validity
and enforceability of the remaining provisions thereof. The provisions of
Sections 4, 5, 6, 14 and 15 shall survive termination of this Agreement for any
reason.

13. Notices. Any notice contemplated or required or permitted to be given under
this Agreement shall be sufficient if in writing and if delivered personally, or
sent registered or certified mail, return receipt requested, to the parties'
respective addresses below. Such notices shall be deemed received on the date of
the receiving party's signing the receipt of notice.


If to DISTRIBUTOR:      NDC AUTOMATION, INC.
                        3101 Latrobe Drive
                        Charlotte, NC 28211, USA


If to COMPANY:          MICROPOWER E.D. AB
                        Idavaegen 1
                        S-352 46 Vaxjo, SWEDEN

or to such other address as either party may direct by notice give to the other
as herein provided.

                                       8
<PAGE>

Disputes. All disputes arising in connection with this Agreement, or the breach
thereof, shall be finally settled under the Rules of Conciliation and
Arbitration of the International Chamber of Commerce by one or more arbitrators
appointed in accordance with the said rules, supplemented as necessary by the
procedural rules of the law of Sweden if initiated by DISTRIBUTOR or of the law
of the State of North Carolina if initiated by COMPANY. Any settlement shall
take place in Vaxjo, Sweden, if initiated by DISTRIBUTOR and in Charlotte, N.C.
if initiated by COMPANY.



Construction of Agreement. This Agreement may be executed in counterparts in
order to provide each party with a fully-executed original hereof. Except as
otherwise provided herein, this Agreement may not be changed, modified or
amended except by an agreement in writing signed by both parties. The waiver by
any party to this Agreement of any breach or violation of any provisions of this
Agreement by any other party hereto shall not operate as a waiver of any other
breach. This Agreement reflects the complete understanding of the parties and
constitutes their entire agreement, superseding all prior negotiations,
representations, agreements, understandings, and statements.

                                     *****

                                       9
<PAGE>

IN WITNESS WHEREOF, the parties have executed this Agreement by signature of
their respective duly authorised representatives as of the day and year first
above written.



MICROPOWER E.D. AB


By:    /s/ Thomas Svensson
    ----------------------------
Title: President
       -------------------------

 NDC AUTOMATION, INC.



By:    /s/ Ralph Dollander
    ----------------------------
Title: President
       -------------------------

                                       10
<PAGE>
                                    WARRANTY

This warranty shall apply when the swedish company Micropower E.D. Marketing AB
(MEDAB), Idavagen 1, 352 46 Vaxjo, Sweden, delivers electrical and associated
electronic products to a buyer situated outside Denmark, Finland, Norway and
Sweden.

Deviation from this warranty shall not be applied unless agreed in writing.

The warranty under the Orgalime S 92 general conditions for supply of
mechanical, electrical and associated electronic products, Brussels, October
1992, under the headline LIABILITY FOR DEFECTS, is valid if there are any items
about warranty which are not mentioned in this document.

1.   The defect charger (s) will normally be repaired at site by concerned
     service staff. Before the repair, a judgement must be done whether the
     repair costs will be reasonable in comparison with a new charger.

2.   The service department at Micropower will assist field staff by proposing
     correct spare parts and how to check the charger.

3.   Necessary spare parts can be ordered directly from Micropower and have to
     be sent by a suitable carrier (for example Skypack, delivery within 3
     days).

4.   Micropower does not pay for travels, hotel accommodation, meals etc.

5.   Micropower will pay labour costs to a reasonable extent. May not exceed 5
     hours.

6.   Purchaser has to report to Micropower following data:

     a)  Site where the charger is located

     b)  Type of charger

     c)  Serialnumber

     d)  Specification of defect parts

     e)  Used time for the repair

7.   Defect mains fuses, varistors etc due to transients on the incoming mains,
     will not be regarded as a warranty claim.

8.   Defect spare parts must be returned to Micropower together with the service
     order, which you will find on the packing list for spare parts.
<PAGE>


                                     [LOGO]
                                    ORGALIME

                               GENERAL CONDITIONS
                                     for the
       SUPPLY OF MECHANICAL, ELECTRICAL AND ASSOCIATED ELECTRONIC PRODUCTS

                             Brussels, October 1992

PREAMBLE

1.   These General Conditions shall apply when the parties agree in writing or
     otherwise thereto. When the General Conditions apply to a specific
     contract, modifications of or deviations from them must be agreed in
     writing.

     The object(s) to be supplied under these conditions is(are) hereinafter
     referred to as the Product.

PRODUCT INFORMATION

2.   All information and data contained in product brochures and price lists are
     binding only to the extent that they are by reference expressly included in
     the contract.

DRAWINGS AND DESCRIPTIONS

3.   All drawings and technical documents relating to the Product or its
     manufacture submitted by one party to the other, prior or subsequent to the
     formation of the contract, shall remaining the property of the submitting
     party.

     Drawings, technical documents or other technical information received by
     one party shall not, without the consent of the other party, be used for
     any other purpose than erection, commissioning, operation or maintenance of
     the Product. They may not, without the consent of the submitting party,
     otherwise be used or copied, reproduced, transmitted or communicated to a
     third party.

4.   At the start of the period referred to in Clause 23 the Supplier shall, if
     so requested by the Purchaser, free of charge provide information and
     drawings which are necessary to permit the Purchaser to erect, commission,
     operate and maintain the Product. Such information and drawings shall be
     supplied in the number of copies agreed upon or at least one copy of each.
     The supplier shall not be obliged to provide manufacturing drawings for the
     Product or spare parts.

ACCEPTANCE TESTS

5.   Acceptance tests provided for in the contract shall, unless otherwise
     agreed, be carried out at the place of manufacture during normal working
     hours. If the contract does not specify the technical requirements, the
     tests shall be carried out in accordance with general practice in the
     appropriate branch of industry concerned in the country of manufacture.

6.   The Supplier shall notify the Purchaser of the acceptance tests in
     sufficient time to permit the Purchaser to be represented at the tests. If
     the Purchaser is not represented, the test report shall be sent to the
     Purchaser and shall be accepted as accurate.

7.   If the acceptance tests show the Product not to be in accordance with the
     contract, the Supplier shall without delay remedy any deficiencies in order
     to ensure that the Product complies with the contract. New tests shall then
     be carried out at the Purchaser's request, unless the deficiency was
     insignificant.

8.   The Supplier shall bear all costs for acceptance tests carried out at the
     place of manufacture. The Purchaser shall however bear all travelling and
     living expenses for his representatives in connection with such tests.

DELIVERY, PASSING OF RISK

9.   Any agreed trade term shall be construed in accordance with the INCOTERMS
     in force at the formation of the contract. If no trade term is specifically
     agreed the delivery shall be Ex works (EXW). If, in the case of delivery Ex
     works, the Supplier, at the request of the Purchaser, undertakes to send
     the Product to its destination, the ??????? not later than when the Product
     is handed over to the first carrier.
<PAGE>
TIME FOR DELIVERY, DELAY

10.  If the parties, instead of specifying the date for delivery, have specified
     a period of time on the expiry of which delivery shall take place, such
     period shall start to run on the date when the Supplier receives the
     Purchaser's order or the date of formation of the contract, whichever is
     the later.

11.  If the Supplier anticipates that he will not be able to deliver the Product
     at the time for delivery, he shall forthwith notify the Purchaser thereof
     in writing, stating the reason, and, if possible, the time when delivery
     can be expected.

12.  If delay in delivery is caused by any of the circumstances mentioned in
     Clause 39 or by an act or omission on the part of the Purchaser, including
     suspension under Clauses 20 or 42, the time for delivery shall be extended
     by a period which is reasonable having regard to all the circumstances in
     the case. This provision applies regardless of whether the reason for the
     delay occurs before or after the agreed time for delivery.

13.  If the Product is not delivered at the time for delivery (as defined in
     Clauses 10 and 12), the Purchaser is entitled to liquidated damages from
     the date on which delivery should have taken place.

     The liquidated damages shall be payable at a rate of 0.5 per cent of the
     purchase price for each completed week of delay. The liquidated damages
     shall not exceed 7.5 per cent of the purchase price.

     If only part of the Product is delayed, the liquidated damages shall be
     calculated on that part of the purchase price which is attributable to such
     part of the Product as cannot in consequence of the delay be used as
     intended by the parties.

     The liquidated damages become due at the Purchaser's written demand but not
     before delivery has been completed or the contract is terminated under
     Clause 14.

     The Purchaser shall forfeit his right to liquidated damages if he has not
     lodged a claim for such damages within six months after the time when
     delivery should have taken place.

14.  If the delay in delivery is such that the Purchaser is entitled to maximum
     liquidated damages under Clause 13 and if the Product is still not
     delivered, the Purchaser may in writing demand delivery within a final
     reasonable period which shall not be less than one week. If the Supplier
     does not deliver within such final period and this is not due to any
     circumstance for which the Purchaser is responsible, then the Purchaser may
     by notice in writing to the Supplier terminate the contract in respect of
     such part of the Product as cannot in consequence of the Supplier's failure
     to deliver be used as intended by the parties.

     If the Purchaser terminates the contract he shall be entitled to
     compensation for the loss he has suffered as a result of the Supplier's
     delay. The total compensation, including the liquidated damages which are
     payable under Clause 13, shall not exceed 15 per cent of that part of the
     purchase price which is attributable to the part of the Product in respect
     of which the contract is terminated.

15.  Liquidated damages under Clause 13 and termination of the contract with
     limited compensation under Clause 14 are the only remedies available to the
     Purchaser in case of delay on the part of the Supplier. All other claims
     against the Supplier based on such delay shall be excluded, except where
     the Supplier has been guilty of gross negligence.

     In these conditions gross negligence shall mean an act or omission implying
     either a failure to pay due regard to serious consequences, which a
     conscientious supplier would normally format as likely to ensue, or a
     deliberate disregard of the consequences of such act or omission.

16.  If the Purchaser anticipates that he will be unable to accept delivery of
     the Product at the delivery time, he shall forthwith notify the Supplier
     thereof stating the reason, and, if possible, the time when he will be able
     to accept delivery.

     If the Purchaser fails to accept delivery at the delivery time he shall
     nevertheless pay any part of the purchase price which becomes due on
     delivery as if delivery had taken place. The Supplier shall arrange for
     storage of the Product at the risk and expense of the Purchaser. The
     Supplier shall also, if the Purchaser so requires, insure the Product at
     the Purchaser's expense.

17.  Unless the Purchaser's failure to accept delivery is due to any such
     circumstance as mentioned in Clause 39, the Supplier may by notice in
     writing require the Purchaser to accept delivery within a final reasonable
     period.

     If, for any reason for which the Supplier is not responsible, the Purchaser
     fails to accept delivery within such period, the Supplier may by notice in
     writing terminate the contract in whole or in part. The Supplier shall then
     be entitled to compensation for the loss he has suffered by reason of the
     Purchaser's default. The compensation shall not exceed that part of the
     purchase price which is attributable to that part of the Product in respect
     of which the contract is terminated.

PAYMENT

18.  Unless otherwise agreed, the purchase price shall be paid with one third at
     the formation of the contract and one third when the Supplier notifies the
     Purchaser that the Product, or the essential part of it, is ready for
     delivery. Final payment shall be made when the Product is delivered.

19.  Whatever the means of payment used, payment shall not be deemed to have
     been affected before the Supplier's account has been fully and irrevocably
     credited.

20.  If the Purchaser fails to pay by the stipulated date, the Supplier shall be
     entitled to interest from the day on which payment was due. The rate of
     interest shall be as agreed between the parties. If the parties fail to
     agree on the rate of interest, is shall be 12 per cent per annum.

     In case of late payment the Supplier may, after having notified the
     Purchaser in writing, suspend his performance of the contract until he
     receives payment.

     If the Purchaser has not paid the amount due within three months the
     Supplier shall be entitled to terminate the contract by notice in writing
     to the Purchaser and to claim compensation for the loss he has incurred.
     The compensation shall not exceed the agreed purchase price.


<PAGE>

RESERVATION OF TITLE

21.  The Product shall remain the property of the Supplier until paid for in
     full to the extent that such retention of property is valid under the
     applicable law.

     The Purchaser shall at the request of the Supplier assist him in taking any
     measures necessary to protect the Supplier's title to the Product in the
     country concerned.

     The retention of title shall not affect the passing of risk under Clause 9.

LIABILITY FOR DEFECTS

22.  Pursuant to the provisions of Clauses 23-27 inclusive, the Supplier shall
     remedy any defect resulting from faulty design, materials or workmanship.

23.  The Supplier's liability is limited to defects which appear within a period
     of one year from delivery. If the daily use of the Product exceeds that
     which is agreed, this period shall be reduced proportionately.

24.  When a defect in a part of the Product has been remedied, the Supplier
     shall be liable for defects in the repaired or replaced part under the same
     terms and conditions as those applicable to the original Product for a
     period of one year. For the remaining parts of the Product the period
     mentioned in Clause 23 shall be extended only by a period equal to the
     period during which the Product has been out of operation as a result of
     the defect.

25.  The Purchaser shall without undue delay notify the Supplier of any defect
     which appears. Such notice shall under no circumstances be given later than
     two weeks after the expiry of the period given in Clause 23.

     Where the defect is such that it may cause damage, the notice shall be
     given immediately.

     The notice shall contain a description of the defect.

     If the Purchaser does not notify the Supplier of a defect within the
     time-limits set forth in this Clause, he shall lose his right to have the
     defect remedied.

26.  On receipt of the notice in writing under Clause 25 the Supplier shall
     remedy the defect without undue delay and at his own cost as stipulated in
     Clause 23-37 inclusive.

     Repair shall be carried out at the place where the Product is located
     unless the Supplier deems it appropriate that the defective part or the
     Product is returned to him for repair or replacement.

     The Supplier is obliged to carry out dismantling and re-installation of the
     part if this requires special knowledge. If such special knowledge is not
     required, the Supplier has fulfilled his obligations in respect of the
     defect when he delivers to the Purchaser a duly repaired or replaced part.

27.  If the Purchaser has given such notice as mentioned in Clause 25, and no
     defect is found for which the Supplier is liable, the Supplier shall be
     entitled to compensation for the costs he has incurred as a result of the
     notice.

28.  The Purchaser shall at his own expense arrange for any dismantling and
     reassembly of equipment other than the Product, to the extent that this is
     necessary to remedy the defect.

29.  Unless otherwise agreed, necessary transport of the Product and/or parts
     thereof to and from the Supplier in connection with the remedying of
     defects for which the Supplier is liable shall be at the risk and expense
     of the Supplier. The Purchaser shall follow the Supplier's instructions
     regarding such transport.

30.  Unless otherwise agreed, the Purchaser shall bear any additional costs
     which the Supplier incurs for repair, dismantling, installation and
     transport as a result of the Product being located in a place other than
     the destination stated in the contract or -- if no destination is stated --
     the place of delivery.

31.  Defective parts which have been replaced shall be made available to the
     Supplier and shall be his property.

32.  If, within a reasonable time, the Supplier does not fulfil his obligations
     under Clause 26, the Purchaser may, by written notice, fix a final time for
     completion of the Supplier's obligations.

     If the Supplier fails to fulfil his obligations within such final time, the
     Purchaser may himself undertake or employ a third party to undertake
     necessary remedial works at the risk and expense of the Supplier.

     Where successful remedial works have been undertaken by the Purchaser or a
     third party, reimbursement by the Supplier of reasonable costs incurred by
     the Purchaser shall be in full settlement of the Supplier's liabilities for
     the said defect.

33.  Where the defect has not been successfully remedied,

     a)  the Purchaser is entitled to a reduction of the purchase price in
         proportion to the reduced value of the Product, provided that under no
         circumstance shall such reduction exceed 15 per cent of the purchase
         price, or

     b)  where the defect is so substantial as to significantly deprive the
         Purchaser of the benefit of the contract, the Purchaser may terminate
         the contract by written notice to the Supplier. The Purchaser is then
         entitled to compensation for the loss he has suffered up to a maximum
         of 15 per cent of the purchase price.

34.  The Supplier is not liable for defects arising out of materials provided
     by, or a design stipulated or specified by the Purchaser.

35.  The Supplier is liable only for defects which appear under the conditions
     of operation provided for in the contract and under proper use of the
     Product.

     The Supplier's liability does not cover defects which are caused by faulty
     maintenance, incorrect erection or faulty repair by the Purchaser, or by
     alterations carried out without the Supplier's consent in writing. Finally
     the Supplier's liability does not cover normal wear and tear or
     deterioration.

36.  Notwithstanding the provisions of Clauses 22-35 the Supplier shall not be
     liable for defects in any part of the Product for more than two years from
     the beginning of the period given in Clause 23.
<PAGE>

37.  Save as stipulated in Clauses 22.36, the Supplier shall not be liable for
     defects. This applies to any loss the defect may cause including loss of
     production, loss of profit and other indirect loss. This limitation of the
     Supplier's liability shall not apply if he has been guilty of gross
     negligence as defined in Clause 15.

DIVISION OF LIABILITY FOR DAMAGE CAUSED BY THE PRODUCT

38.  The Supplier shall not be liable for any damage to property caused by the
     Product after it has been delivered and whilst it is in the possession of
     the Purchaser. Nor shall the Supplier be liable for any damage to products
     manufactured by the Purchaser, or to products of which the Purchaser's
     products form a part.

     If the Supplier incurs liability towards any third party for such damage to
     property as described in the preceding paragraph, the Purchaser shall
     indemnify, defend and hold the Supplier harmless.

     If a claim for damage as described in this Clause is lodged by a third
     party against one of the parties, the latter party shall forthwith inform
     the other party thereof in writing.

     The Supplier and the Purchaser shall be mutually obliged to let themselves
     be summoned to the court or arbitral tribunal examining claims for damages
     lodged against one of them on the basis of damage allegedly caused by the
     Product.

     The limitation of the Supplier's liability in the first paragraph of this
     Clause shall not apply where the Supplier has been guilty of gross
     negligence as defined in Clause 15.

FORCE MAJEURE

39.  Either party shall be entitled to suspend performance of his obligations
     under the contract to the extent that such performance is impeded or made
     unreasonably onerous by any of the following circumstances: industrial
     disputes and any other circumstance beyond the control of the parties such
     as fire, war (whether declared or not), extensive military mobilization,
     insurrection, requisition, seizure, embargo, restrictions in the use of
     power and defects or delays in deliveries by sub-contractors caused by any
     such circumstances referred to in this Clause.

     A circumstance referred to in this Clause which had occured prior to the
     formation of the contract shall give a right to suspension only if its
     effect on the performance of the contract could not be foreseen at the time
     of the formation of the contract.

40.  The party claiming to be affected by Force Majeure shall notify the other
     party in writing without delay on the intervention and on the cessation of
     such circumstance.

     If Force Majeure prevents the Purchaser from fulfilling his obligations, he
     shall compensate the Supplier for expenses incurred in securing and
     protecting the Product.

41.  Regardless of what might otherwise follow from these General Conditions,
     either party shall be entitled to terminate the contract by notice in
     writing to the other party if performance of the contract is suspended
     under Clause 39 for more than six months.

ANTICIPATED NON-PERFORMANCE

42.  Notwithstanding other provisions in these conditions regarding suspension,
     each party shall be entitled to suspend the performance of his obligations
     under the contract, where it is clear from the circumstances that the other
     party will not be able to perform his obligations. A party suspending his
     performance of the contract shall forthwith notify the other party thereof
     in writing.

CONSEQUENTIAL LOSSES

43.  Save as elsewhere stated in these conditions there shall be no liability
     for either party towards the other party for loss of production, loss of
     profit, loss of use, loss of contracts or for any consequential, economic
     or indirect loss whatsoever.

DISPUTES AND APPLICABLE LAW

44.  All disputes arising in connection with the contract shall be finally
     settled under the Rules of Conciliation and Arbitration of the
     International Chamber of Commerce by one or more arbitrators appointed in
     accordance with the said rules, supplemented as necessary by the procedural
     rules of the law of the country of the Supplier's place of business most
     closely connected with the contract.

45.  The contract shall be governed by the substantive law of the country of the
     Supplier's place of business most closely connected with the contract.


     This is an Orgalime publication. Orgalime groups the central trade
     federations of the mechanical, electrical, electronic and metalworking
     industries in sixteen European countries and provides liaison between these
     organisations in the legal, technical and economic fields.

                              All rights reserved

                                  (copyright)
                         Editeur responsable - T.F. GAY

 ORGALIME (Liaison group of the European mechanical, electrical, electronic and
                            metalworking industries)

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