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                                                                   EXHIBIT 10.28



Amstel Lease

Utrecht May 28, 2002

Ref                                      : OPLEASE / 345792.00

By                                       : J.P. van de Bunt / K. De Peyper / al

Tel nr.                                  : 030 - 2906 508



Subject: operational lease

Dear Mr. Rengelink,

It is our pleasure to inform you that we are willing, under the circumstances
and regulations of the general agreement dated May 3, 2002, to buy the following
objects on behalf of you.

Description

Metal working machine, welding robots and installation on behalf of coating,
date of building: 2002.

Fiscal purchase price

E.2.000.000,00 (V.A.T. excluded)

Fixed lease period

60 months

Lease period amount

E.34.832,00 (V.A.T. excluded) per month by payment in advance.

Buy option

During the fixed period of leasing you can buy the object for a by us determined
purchase amount; after the fixed period of leasing you can buy the object for
                E.280.000,00 (V.A.T. excluded)

Validity

This quotation is, with regard to the period of leasing, valid till June 5,
2002. If the commencing date of the lease agreement is after the mentioned date
we will stand on our rights to adjust the period of leasing. With regard to the
other parts this quotation is valid till December 31, 2002 unless there is talk
of an unchanged positive development within your company.

Special circumstances

1.   Contrary to the mentioned in article 5 of our general agreement you have
     the right to rent the object to SFEA SA. For the rest the conditions of
     article 5 stay unaltered.

2.   The rights of the with SFEA SA made rental agreement should be pledged to
     us. For this purpose you should send us a to us convenient rental
     agreement.



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3.   On the leasing agreement article 5 sub. d of the general agreement
     operational lease is irrelevant.

4.   The guarantee property like written down will be a minimum of 30% of the
     balance total. There is equity property and security property. The balance
     total will be raised with the off balance duties for the determination of
     the mentioned percentage.

5.   For executing the lease agreement we would like to receive the following:

         o    an invoice from SFEA SA on behalf of Amstel Lease Maatschappij
              N.V. with mentioned the amount of investment to be raised with
              V.A.T.

         o    a copy of an invoice or invoices from the supplier on behalf of
              SFEA SA mentioned with the capital expenditure to be raised with
              V.A.T.

         o    a receipt or receipts of the before mentioned copy invoices or
              your request to Amstel Lease Maatschappij N.V. to pay on behalf of
              the original supplier so we can pay your invoice.

6.   The minimum quantity of a call down needs to be E.500.000,00.

7.   SFEA SA will invoice Amstel Lease Maatschappij N.V. Per invoice Amstel
     Lease Maatschappij N.V. will charge an amount of E.1.250,00 of handling
     cost for the calculated V.A.T. The interest difference Amstel Lease
     Maatschappij N.V. will suffer caused by the calculated V.A.T. will be
     charged to Brink B.V.

8.   We receive a copy of valid identification papers of the entitled signers of
     this agreement.



Procedure

If you want to use this quotation we would like to ask you to send us a signed
general agreement together with the quotation. One part legally signed and
returned to us. The invoices of the objects need to be on our name. If these
invoices are found correct by you we will draw up the contracts.


By signing this agreement the agreement dated on March 3, 2002 is no longer
valid.


We hope to have informed you sufficiently in this.



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                                GENERAL TERMS AND CONDITIONS (OPERATIONAL LEASE)



Note: the Dutch text of the Master Agreement and the General Terms and
Conditions (Operational Lease) is binding, the English text is solely provided
for translation purposes.


Unless agreed otherwise in writing, the following General Terms and Conditions
will apply to the lease agreement

1.   LEASE AGREEMENT; EQUIPMENT; OWNERSHIP

     1.  Amstel Lease Maatschappij N.V., hereinafter referred to as Amstel
         Lease, and client have concluded a lease agreement under which Amstel
         Lease shall make the equipment specified in the lease agreement,
         hereinafter referred to as the equipment, available for use by client,
         and client shall use the equipment during the agreed period and against
         the agreed periodic instalments.

     2.  Both the equipment and the supplier of the equipment have been chosen
         by client personally. Amstel Lease shall pay the supplier the purchase
         price. Following transfer of title to the equipment by the supplier to
         Amstel Lease, Amstel Lease shall provide the equipment to client for
         use. Amstel Lease will remain the owner of the equipment. Client shall
         keep the equipment in its possession for Amstel Lease. All fiscal
         rights relating to the equipment will also accrue to Amstel Lease. The
         client shall refrain from making any claim with respect to the fiscal
         rights. The client shall therefore not recognise any depreciation in
         respect of the equipment. The equipment shall be for the account and
         risk of client during the term of the lease agreement.

     3.  If the equipment is a registered vehicle, client shall ensure that the
         copy of part III of the vehicle's registration certificate is in the
         possession of Amstel Lease.

2.   DELIVERY AND INSTALLATION

     1.  All expenses incurred for the transport, delivery and installation of
         the equipment shall be for the account and risk of client. Client may
         not hold Amstel Lease liable for any delay in delivery.

     2.  Following delivery by the supplier, it shall be assumed that client
         received the equipment in good condition, found no faults and
         established that the equipment agreed with the specification of the
         equipment included in the lease agreement.

     3.  Client shall take all necessary measures for the supplier(s) to deliver
         and install the equipment ready for use. Amstel Lease is not liable in
         the event of: non-delivery of any part, delayed delivery; nor for any
         damage caused during delivery and/or installation of the equipment. If
         client is of the opinion during delivery that the equipment delivered
         does not agree with the specification or if a hidden or alleged hidden
         defect in the equipment is detected at a later date, Amstel Lease shall
         on the request and for the account and risk of client assert any rights
         against the supplier.

3.   PLACING OF THE EQUIPMENT; RIGHT OF ACCESS

     1.  Client shall place the equipment and use it solely in or at the
         building or site used by client for the conduct of its business. This
         shall not apply to equipment which, owing to its specific nature, is
         not intended for use in a fixed location. Client shall ensure that the
         equipment cannot in any way be connected to any movable or immovable
         property such that: accession, confusion or specification may occur, or
         that the equipment can become a part of any other good. If the
         equipment can be made immovable in a legal sense through accession,
         confusion or otherwise, client guarantees Amstel Lease that the
         possible rights of client or third parties shall not affect the
         equipment.

     2.  If requested, client shall immediately inform Amstel Lease of the place
         in which the equipment is located. Client is not authorised to move the
         equipment outside the Netherlands without the prior written permission
         of Amstel Lease unless the equipment is not generally intended to be
         used at a fixed location.

     3.  Client shall at all times allow Amstel Lease or its authorised
         representative to inspect the equipment and to enter its business
         premises if necessary to do so, and allow it to inspect all documents
         relating to the equipment. In the event of an incident occurring as
         referred to in article 12, paragraph 1, of these General Terms and
         Conditions,


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         Amstel Lease shall be entitled to take possession of the equipment. In
         such event, client shall grant Amstel Lease or the persons designated
         by it access to the place or the building in which the equipment is
         located.

4.   USE AND MAINTENANCE

     1.  Client shall use the equipment expertly and in agreement with
         applicable laws, regulations, etc. for the purpose for which it was
         designed and installed and solely in the course of its business or
         profession. Client shall keep the equipment in a good state of repair
         and maintenance and if necessary have it repaired, all for its own
         account. Client is responsible for the equipment always being operated,
         maintained and repaired by expert personnel. If client does not
         properly maintain or have maintained the equipment, Amstel Lease shall
         be entitled to have such done at client's expense by a third party or
         parties designated by Amstel Lease. In such cases, Amstel Lease shall
         consult client in advance where possible. Client shall have components
         replaced when necessary. Once fitted, replacement components shall also
         be the property of Amstel Lease, without prejudice to Amstel Lease's
         right to demand that the equipment be restored to its original
         condition at the client's expense when returned. Client shall also
         ensure that the equipment is effectively protected against fire, theft
         and damage. Client is not entitled to make changes in or to the
         equipment without the prior written consent of Amstel Lease.

     2.  If client cannot use the equipment on account of malfunctions or any
         other cause, client shall not be entitled to suspend or terminate its
         payments to Amstel Lease, have the lease agreement dissolved or demand
         any other form of compensation from Amstel Lease. Failure by the
         supplier or the party with whom client has concluded a maintenance
         contract to fulfil any warranty and/or maintenance commitment shall be
         for the account and risk of client.

5.   BAR ON RENTING OUT THE EQUIPMENT

     Client is not entitled to pledge or otherwise encumber the equipment. Nor
     may client rent out the equipment or in any other way allow third parties
     to use it without the prior written consent of Amstel Lease.

6.   ATTACHMENT AND THIRD-PARTY MEASURES

     If third parties wish to enforce rights or take measures in respect of the
     equipment, client shall without delay inform Amstel Lease thereof and
     immediately provide such third parties with proof of Amstel Lease's
     ownership.

     If third-party measures remove the equipment from client's power, client
     shall inform Amstel Lease thereof within 24 hours and take counter-measures
     itself if necessary. To protect its rights, Amstel Lease shall take all
     measures it deems necessary, if needs be in the name of client. The cost of
     such measures shall be for the account of client and shall be settled on
     Amstel Lease's first demand.

7.   INSURANCE, LOSS AND DAMAGE

     1.  Client shall insure the equipment against all insurable risks at its
         own expense. These risks shall be kept insured throughout the duration
         of the lease agreement on terms and conditions and with insurers
         acceptable to Amstel Lease. Client shall provide Amstel Lease with
         written confirmation by the insurer(s) that the insurance has been
         effected. Upon request, client shall without delay provide Amstel Lease
         with receipts or other documents evidencing payment of premiums to the
         insurer(s). Upon request, client shall allow Amstel Lease to inspect
         the insurance policies. Client shall have Amstel Lease included in the
         policy as a co-insured party without Amstel Lease becoming liable for
         payment of premiums and without insurers having the right to claim
         costs from Amstel Lease. The following clauses shall be included in the
         policy:

         -    'Any amounts paid as a result of a claim for damage shall be paid
              to Amstel Lease Maatschappij N.V. unless this party gives written
              authorisation for payment to be made directly to the other
              co-insured party'.

         -    'Any statutory liability of Amstel Lease Maatschappij N.V. in
              respect of the insured equipment is covered'.

         -    'The cover in respect of Amstel Lease Maatschappij N.V. may not be
              restricted or terminated without notice of the intention to do so
              being provided to Amstel Lease Maatschappij N.V.'.

         Client shall strictly observe all provisions of the insurance policy.
         Client shall become liable to Amstel Lease in the event of any
         negligence in this respect.

     2.  In the event of loss of or damage to the equipment to such an extent
         that the equipment is, in the opinion of the expert appointed by the
         insurer, no longer able to be repaired, the lease agreement shall
         terminate.

         Client shall then be liable to Amstel Lease for the full amount of the
         remaining lease instalments that would have been due had the agreement
         expired in the normal way plus the amount of the purchase option. This
         amount shall,



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         however, be reduced by the amount payable to Amstel Lease by the
         insurer, after deduction of any costs incurred by Amstel Lease.

         In the event of the amount received by Amstel Lease being in excess of
         the total amount owed by client, including any costs incurred by Amstel
         Lease, the excess shall be refunded by Amstel Lease to client.

     3.  Should client and Amstel Lease have agreed in the lease agreement,
         contrary to the above provisions, that Amstel Lease shall be
         responsible for insuring the equipment, the following shall apply:
         Amstel Lease shall arrange comprehensive insurance with an insurer of
         its choice. The excess per claim is for client's account, as are any
         risks not covered by the insurance. Client shall strictly observe all
         provisions of the insurance policy. The terms and conditions of the
         policy shall be available for inspection at the offices of Amstel
         Lease.

         During the period of the agreement, Amstel Lease shall be entitled to
         pass on to client any increases in insurance premiums or other costs
         relating to the insurance. If, as a result of a claim or claims or for
         any reason whatsoever, the insurer increases the premium or the amount
         of the excess, such shall be for client's account with effect from the
         date of the increase. If the insurer decides to cancel or terminate the
         insurance for any reason whatsoever, all risks insurable in respect of
         the equipment shall be for client's account with effect from the moment
         of cancellation or termination.

     4.  Unless its exposure inevitably entails some degree of loss, Amstel
         Lease accepts no responsibility whatsoever for any damage and/or costs
         incurred by client as a result of any defect and/or damage to the
         equipment and/or third parties. Client indemnifies Amstel Lease against
         any claims brought by third parties in respect of damage caused by the
         installation, transport, use, maintenance, etc. of the equipment and
         against all losses and consequential losses due to any defect and/or
         damage to the equipment suffered by client and/or third parties, such
         to include client's operative and other personnel.

     5.  Amstel Lease is not obliged to indemnify any loss or damage to client
         with regard to: poor performance, tort, error, fraud, deception, abuse
         of circumstances, foreclosure or otherwise. Nor shall Amstel Lease
         provide any guarantee of the state, suitability for any purpose or
         quality of the equipment. Client guarantees Amstel Lease that the
         equipment agrees with or shall remain in accordance with the
         specifications of the purchase agreement. Client shall immediately
         inform Amstel Lease whenever one of the circumstances referred to above
         occurs.

8.   WARRANTY

     In all cases in which the supplier does not fulfil its warranty or other
     commitments, client shall immediately inform Amstel Lease. In such cases,
     Amstel Lease shall on client's first request endeavour to have the supplier
     fulfil its commitments, unless Amstel Lease prefers to transfer its rights
     in such cases to client.

9.   SETTLEMENT

     Client shall settle the amounts owed by it to Amstel Lease under the lease
     agreement promptly and without discount or set-off. An extract signed by
     Amstel Lease from its accounts shall serve as prima facie evidence of the
     amount owed to Amstel Lease by client, unless there is evidence to the
     contrary. Client may never suspend fulfilment of the commitments agreed in
     the lease agreement, even where the amount owed is disputed.

10.  WAIVER OF RIGHT TO DISSOLUTION

     Client explicitly waives its right to demand dissolution of the lease
     agreement, unless the purchase agreement concluded for the equipment
     between Amstel Lease and the supplier is dissolved by Amstel Lease due to
     any of the circumstances referred to in article 7, paragraph 5, and Amstel
     Lease is completely reimbursed by the supplier or client.

11.  RETURN DELIVERY ON EXPIRY OF THE LEASE AGREEMENT; PURCHASE OPTION

     1.  On expiry of the lease agreement, client shall immediately return the
         equipment at is own expense and in a good state of repair -- barring
         normal wear and tear -- to an address to be specified by Amstel Lease.
         Notwithstanding the other provisions of the lease agreement, client
         shall remain liable to pay the lease instalments at least until the
         date of return.

     2.  If the lease contract contains an option to renew, the client shall, in
         the event that it wishes to avail itself of this option, notify Amstel
         Lease accordingly by registered letter no later than two months prior
         to expiry of the lease contract. During the renewal period, the client
         shall be able to cancel the lease contract at any time by giving two
         months' notice. Cancellation shall be made by registered letter. If the
         client avails itself of the renewal option, the provisions of clause 1
         of this article shall not apply until the end of the renewal period.



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     3.  If the lease contract contains an option to purchase, the client shall
         have the right, on condition that it has met all its liabilities under
         the lease contract, to acquire ownership of the equipment on expiry of
         the lease contract for payment of the purchase option price agreed
         between Amstel Lease and the client. In the event that the client
         wishes to avail itself of this purchase option, it shall notify Amstel
         Lease accordingly by registered letter no later than two months prior
         to expiry of the lease contract. In that event, the client shall be
         liable to pay the amount of the purchase option on the expiry date of
         the lease contract. If the client avails itself of the purchase option,
         the obligations referred to above in Article 11, clause 1, shall cease
         to apply.

12.  IMMEDIATE TERMINATION

     1.  Amstel Lease shall be entitled to terminate the lease agreement
         immediately and without judicial intervention, without prejudice to its
         right to demand proper fulfilment by client:

         a.   if client, after being served notice of default, fails to settle
              any amount owed by it to Amstel Lease;

         b.   if client, despite being notified by Amstel Lease, fails to fulfil
              any other provision of the lease agreement in full, on time or
              adequately or acts in contravention thereof;

         c.   if circumstances arise on client's side which in the opinion of
              Amstel Lease entail a considerable increase in its risk and/or
              could hinder the normal settlement of the lease agreement;

         d.   if client, compulsorily or otherwise, decides to liquidate,
              terminate in full or in part, relocate outside the Netherlands or
              dispose of its business or, if client is a natural person, on the
              death of client or his being sentenced to be detained or
              imprisoned;

         e.   if client makes any scheme of arrangement with creditors, fails to
              pay any amount payable to third parties or if application is made
              by client or on client's behalf for a suspension of payments or an
              insolvency order;

         f.   if all or part of client's assets or property rights are seized,
              whether or not the equipment referred to in this agreement is
              seized, or claimed by public authorities;

         g.   if client loses control of all or part of its assets or if a
              licence or registration necessary for the conduct of its
              profession or business is revoked;

         h.   if the security provided by client or third parties is, in the
              opinion of Amstel Lease, no longer adequate and client fails to
              provide within one month of request other personal or collateral
              security to the satisfaction of Amstel Lease;

         i.   if before or on entering into the lease agreement client provided
              or had provided incorrect or incomplete statements or information,
              insofar as the inaccuracy, incompleteness or concealment was of
              such a nature that Amstel Lease would not have concluded the lease
              agreement or would not have concluded it on the same conditions if
              it had known the true state of affairs;

         j.   if any damage is occasioned to the equipment that is not
              reimbursed by the insurers.

         In the event of termination in one or more of the circumstances listed
         above under a. to j. inclusive, client shall pay Amstel Lease
         compensation payable on demand and not open to mitigation equal to the
         total of the lease instalments due but not settled and the lease
         instalments for the remaining number of months that the lease agreement
         would have been in force until normal expiry, plus expenses, interest
         and damages. Amstel Lease shall be entitled to recover multiple damages
         from client.

     2.  If a circumstance arises as referred to in paragraph 1 of this article,
         client shall no longer be entitled to use the equipment. In such event,
         Amstel Lease shall be entitled to take possession of the equipment at
         client's expense.

     3.  Client may derive no rights from the provisions of article 14 below in
         the circumstances referred to in paragraph 1 of this article.

13.  INTEREST ON OVERDUE PAYMENTS

     Without prejudice to the provisions of article 12, if client fails to pay
     promptly any amount due under the lease agreement, it shall be liable to
     pay interest on the amount owing at the rate of 1.5% per month until the
     date on which settlement is received, whereby a part of a month shall be
     regarded as a whole month.



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14.  PREMATURE TERMINATION

     In the event of negotiations between the client and Amstel Lease at any
     time during the period of the lease contract concerning premature
     cancellation or amendment of the lease contract, the starting position of
     such negotiations shall be that the client will be liable to pay to Amstel
     Lease the lease instalments for the remaining part of the lease period
     together with the amount of the previously agreed purchase option or, where
     no purchase option has been agreed, the residual value of the equipment as
     at the end of the lease period concerned as determined by Amstel Lease.

15.  REPLACEMENT EQUIPMENT

     If, in connection with repair, inspection or some other connection,
     replacement equipment is made available to the client, such equipment shall
     be treated as equal to the original equipment for the purposes of applying
     the provisions of the lease contract.

16.  LEGAL COSTS, TAXES

     1.  All costs incurred by Amstel Lease for the exercise and retention of
         its rights under the lease agreement, including the cost at law or
         otherwise of debt collection, shall be paid by client to Amstel Lease
         on Amstel Lease's first demand. The extra-judicial cost of collecting
         monetary claims shall be fixed at 15% of the amount payable, with a
         minimum of NLG 250 excluding VAT.

     2.  The client shall also pay taxes, charges and/or registration fees and
         any charges made by the bank for payment transactions and the transfer
         of funds in respect of the lease agreement, the equipment or the use of
         the equipment.

17.  CHANGE OF ADDRESS

     Client shall immediately inform Amstel Lease in writing of any change in
     its address. Amstel Lease shall be entitled to consider the address given
     by client on or before entering into the lease agreement to be client's
     correct address until written notice of a new address is sent to Amstel
     Lease by registered mail.

18.  APPLICABLE LAW AND COMPETENT COURT

     The lease agreement shall be governed exclusively by Netherlands law. Any
     legal disputes shall be brought exclusively before the competent court at
     Utrecht, without prejudice to the right of Amstel Lease to bring a dispute
     before the court in the district where the client is domiciled.

19.  WORKING ENVIRONMENT

     Client and Amstel Lease declare that these General Terms and Conditions
     will be applicable to them to the exclusion of any others with respect to
     the elaboration and performance of this lease contract. Any agreements
     departing from the lease contract or from these terms and conditions shall
     not be binding unless they have been expressly confirmed in writing by
     Amstel Lease. If client is understood to mean more than one natural person
     and/or legal entity, waiver of the amount owed by one of these debtors
     having a joint and several liability or discharge of that debtors its
     liability will not in any way release the remaining debtors from their
     liabilities vis-a-vis Amstel Lease.