EXHIBIT 10.8

                                                                        CHRISTIE
                                                                  ELECTRIC CORP.
--------------------------------------------------------------------------------

                             CHRISTIE ELECTRIC CORP.
                             -----------------------

                              DISTRIBUTOR AGREEMENT
                              ---------------------
                              (WITH EXCLUSIVE AREA)

                                TABLE OF CONTENTS
                                -----------------
<TABLE>
<CAPTION>

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<C>    <S>                                    <C>
    1    APPOINTMENT . . . . . . . . . . . .  1
  1.1    Territorial Exclusions. . . . . . .  1
  1.2    Exclusivity . . . . . . . . . . . .  1
  1.3    Changes to Territory. . . . . . . .  2
    2    OBLIGATIONS OF MANUFACTURER . . . .  2
  2.1    Manufacture of Products . . . . . .  2
  2.2    Training. . . . . . . . . . . . . .  2
  2.3    Documentation . . . . . . . . . . .  2
  2.4    Product Warranty. . . . . . . . . .  2
2.4.1    Warranty Remedies . . . . . . . . .  2
2.4.2    Limitations . . . . . . . . . . . .  3
    3    OBLIGATIONS OF DISTRIBUTOR. . . . .  3
  3.1    Generally . . . . . . . . . . . . .  3
  3.2    Conduct of Business and Expenses. .  3
  3.3    Sales Outside Territory . . . . . .  4
  3.4    Product Purchase Requirements . . .  4
  3.5    Minimum Stocking Requirements . . .  4
  3.6    Warranty Service; Repair and Rework  4
  3.7    Training. . . . . . . . . . . . . .  5
  3.8    Reporting Requirements. . . . . . .  5
3.8.1    General Reporting . . . . . . . . .  5
3.8.2    Annual Reports. . . . . . . . . . .  5
3.8.3    Quarterly Reports . . . . . . . . .  5
  3.9    Inspection. . . . . . . . . . . . .  5
 3.10    Indemnification . . . . . . . . . .  5
 3.11    Insurance . . . . . . . . . . . . .  6
    4    ORDERING AND SHIPMENT OF PRODUCTS .  6
  4.1    Purchase Orders . . . . . . . . . .  6
  4.2    Price of Products . . . . . . . . .  6
  4.3    Terms and Conditions. . . . . . . .  6
  4.4    Payment Requirements. . . . . . . .  7
  4.5    Delivery; Risk of Loss. . . . . . .  7
  4.6    Nonconforming Shipments . . . . . .  7
  4.7    Rebates . . . . . . . . . . . . . .  7
    5    INTELLECTUAL PROPERTY MATTERS . . .  7
  5.1    Trademarks. . . . . . . . . . . . .  7
5.1.1    Use . . . . . . . . . . . . . . . .  7

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<TABLE>
<CAPTION>

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<C>     <S>                                            <C>

 5.1.2    Approval of Representation. . . . . . . . .   8
 5.1.3    Trademarks on Products. . . . . . . . . . .   8
   5.2    Proprietary Information . . . . . . . . . .   8
   5.3    Conflicts of Interest; Competitive Products   8
   5.4    Infringement. . . . . . . . . . . . . . . .   8
     6    TERM AND TERMINATION. . . . . . . . . . . .   9
   6.1    Term. . . . . . . . . . . . . . . . . . . .   9
   6.2    Termination Without Cause . . . . . . . . .   9
   6.3    Termination for Cause . . . . . . . . . . .   9
   6.4    Consequences of Termination . . . . . . . .   9
   6.5    No Liability. . . . . . . . . . . . . . . .   9
     7    MISCELLANEOUS . . . . . . . . . . . . . . .  10
   7.1    Relationship of Parties . . . . . . . . . .  10
   7.2    Foreign Corrupt Practices . . . . . . . . .  10
   7.4    Notices . . . . . . . . . . . . . . . . . .  10
   7.5    Time. . . . . . . . . . . . . . . . . . . .  11
   7.6    Force Majeure . . . . . . . . . . . . . . .  11
   7.7    Waiver. . . . . . . . . . . . . . . . . . .  11
   7.8    Assignment. . . . . . . . . . . . . . . . .  11
   7.9    Successors. . . . . . . . . . . . . . . . .  11
  7.10    Applicable Law; Severability. . . . . . . .  11
  7.11    Controversy . . . . . . . . . . . . . . . .  12
7.11.1    Exclusivity . . . . . . . . . . . . . . . .  12
7.11.2    Decision by Arbitrators . . . . . . . . . .  12
7.11.3    Costs and Expenses. . . . . . . . . . . . .  12
7.11.4    Judicial Action . . . . . . . . . . . . . .  12
  7.12    Entire Agreement. . . . . . . . . . . . . .  12
  7.13    Counterparts. . . . . . . . . . . . . . . .  12
</TABLE>




                                LIST OF EXHIBITS

EXHIBIT  A  -  PRODUCTS
EXHIBIT  B  -  MARKETS  AND  EXCLUSIVE  AREA
EXHIBIT  C  -  EXCLUDED  COUNTRIES
EXHIBIT  C-1  -  DISTRIBUTOR/REPRESENTATIVES  WITH  EXCLUSIVE  TERRITORIES
EXHIBIT  C-2  -  EXCLUSIVE  TERRITORIES
EXHIBIT  D  -  MINIMUM  PURCHASE  AND  STOCKING  REQUIREMENTS
EXHIBIT  E  -  PRODUCT  PRICES
EXHIBIT  F  -  DISCOUNTS
EXHIBIT  G  -  REBATE  TERMS  AND  CONDITIONS

                                        ii

                                                                            E-51
<PAGE>

                              DISTRIBUTOR AGREEMENT
                              ---------------------
                              (WITH EXCLUSIVE AREA)

          This DISTRIBUTOR AGREEMENT (this "AGREEMENT") is made and entered into
as of this first day of January, 1998, by and between CHRISTIE ELECTRIC CORP., a
California  corporation  ("MANUFACTURER"),  and  ENERTEC,  a  ("DISTRIBUTOR").

                                R E C I T A L S:

          A.     Manufacturer  is  engaged  in the business of manufacturing and
selling,  among  other  things,  those  certain  products  including  battery
chargers/analyzers,  power  supplies  and  accessories, all as more particularly
described  in  Exhibit  A  attached  hereto  (collectively,  the  "PRODUCTS").

          B.     Distributor  possesses  technical  experience  and  a marketing
organization  for  the  promotion,  sale  and  service  of  the  Products in the
geographic  region  described  herein.

          C.     Manufacturer  desires  to  utilize  Distributor's expertise and
experience  and  to  appoint Distributor as its distributor of the Products, and
Distributor desires to accept such distributorship, for the consideration and on
the  terms  and  conditions  hereinafter  set  forth.

          NOW,  THEREFORE,  the  parties  hereto  do  hereby  agree  as follows:

     1.     APPOINTMENT.  Subject to the remaining provisions of this Agreement,
Manufacturer  hereby  appoints  Distributor as its authorized distributor of the
Products  for  the markets identified in Exhibit B hereto (the "MARKETS") within
the territory (collectively, the "TERRITORY") consisting of (a) the entire world
with  the  exception  of the geographical areas and markets described in Section
1.1  below  (the "NON-EXCLUSIVE AREA") and (b) the geographical areas identified
in  Exhibit  B  attached  hereto  (the "EXCLUSIVE AREA"), and Distributor hereby
accepts  such  appointment,  on  the  basis  of  each  and all of the covenants,
agreements,  terms  and  conditions  of  this  Agreement.

          1.1     Territorial  Exclusions.  Manufacturer  reserves to itself the
exclusive  right to market and sell the Products in or to the geographical areas
described  in  Exhibit  C  attached hereto (the "EXCLUDED COUNTRIES") and to the
United  States,  or  any  agency or instrumentality thereof or any contractor or
subcontractor  with  respect to a project of any of the foregoing (collectively,
the  "US  GOVERNMENT"), and to appoint distributors or representatives to do so.
Distributor  acknowledges  and  agrees  that  the  Excluded Countries and the US
Government shall be deemed excluded from the definition of "Territory" hereunder
and  that  Distributor  shall not be entitled to any commission, discount or any
other  compensation on account of any Product sales in or with respect to any of
the  Excluded  Countries  or  the  US  Government.

          1.2     Exclusivity.  Distributor  acknowledges  that  its appointment
under  Section  1  hereof  is  exclusive  with respect to the Exclusive Area and
non-exclusive  with  respect  to the Non-Exclusive Area.  Accordingly, except as
provided  in  this  Section  1, Manufacturer agrees that during the term of this
Agreement,  (a)  Manufacturer will not directly or indirectly distribute or sell
any  of  the  Products  in,  for shipment to or (to the best of its ability) for
resale at wholesale in the Exclusive Area, (b) Manufacturer will not appoint any
other  distributor  or  sales  representative to do so and (c) Manufacturer will
refer  exclusively  to  Distributor  all  orders  for  Products  received  by
Manufacturer  from  any customer within the Exclusive Area.  Notwithstanding the
foregoing,  if  Distributor  fails  to perform its obligations under Section 3.4

                                                                            E-52
<PAGE>

hereof, then, in addition to any other rights or remedies provided hereunder, at
law  or  in  equity,  Manufacturer  may  declare Distributor's appointment under
Section  1  hereof to be non-exclusive.  In such event, Manufacturer may appoint
other  persons  to  be  non-exclusive  distributors within the Exclusive Area on
terms  no  more  favorable  than those contained herein, and shall also have the
right  itself  to  distribute  and  sell  the  Products  in  the Exclusive Area.

          1.3     Changes  to  Territory.  Manufacture  reserves the right, from
time  to  time  upon  one  hundred  twenty (120) days' notice to Distributor, to
modify  the  Territory,  including  the  right  to  amend  Exhibit  C to exclude
additional  geographic  regions, all as Manufacturer may, in the exercise of its
sole  discretion,  deem  appropriate.

     2.     OBLIGATIONS  OF  MANUFACTURER

          2.1     Manufacture  of  Products.  Manufacturer  shall use reasonable
efforts  to  maintain  the necessary manufacturing capability to fill all orders
for  Products  received from Distributor and accepted pursuant to the provisions
of  this  Agreement.  In  the  event  of  a  Product  shortage  for  any reason,
Manufacturer  shall  have  the right to allocate or apportion available Products
among  its  customers  as Manufacturer, in the exercise of its discretion, deems
appropriate,  without  incurring  any  liability  to  Distributor.  Manufacturer
reserves  the  right to add to, modify, alter, improve or change the manufacture
or  sale  of  any  or all of the Products upon thirty (30) days' prior notice to
Distributor  and  to  discontinue  the  manufacture or sale of any or all of the
Products  upon  one  hundred  twenty  (120)  days'  prior notice to Distributor.

          2.2     Training.  Manufacturer  shall  make  available on a quarterly
basis,  a  tuition  free  sales  and  technical product training and instruction
session  in  English  for Distributor's employees at Manufacturer's facility and
scheduled  at  least  thirty  (30)  days in advance.  Distributor shall bear all
expenses,  including  without  limitation  transportation,  food  and  lodging
expenses,  incurred  by  Distributor's  employees  during  the  training period.

          2.3     Documentation.  Manufacturer  shall  furnish  Distributor with
such  quantities  of  English  language service manuals, user manuals, catalogs,
drawings,  specifications, technical information, promotional material and other
information  and  literature  as  Manufacturer  in  its  discretion  shall  deem
appropriate  to  assist Distributor in the effective distribution, marketing and
sale  of  Products  within  the  Territory.

          2.4     Product  Warranty.  Manufacturer  warrants  that  the Products
delivered  to  Distributor  hereunder shall be free from defects in material and
workmanship  under  normal  use  and service and shall conform to Manufacturer's
published  specifications, for a period of eighteen (18) months from the date of
shipment  to  Distributor.

               2.4.1     Warranty  Remedies.  Distributor's  exclusive  remedy
under the warranty provided by this Section 2.4 shall be to obtain the repair or
replacement,  at Manufacturer's discretion and in accordance with the provisions
of  this  Section 2.4.1, of any Product which does not conform to such warranty.
Distributor  shall  provide  prompt  written  notice to Manufacturer stating the
nature  and  date  of  the defect and serial number and date code of the subject
Product,  and  shall  comply  with  such  additional  procedural requirements as
Manufacturer shall prescribe from time to time.  In response to any such notice,
Manufacturer  shall  (a) reimburse Distributor for parts necessary to repair any
Product  determined  by  Manufacturer  to  be defective (or supply such parts to
Distributor,  free  of  charge),  if  repairable  by Distributor, or (b) provide
Distributor  with  a  return  authorization  number,  pursuant to Manufacturer's
return  sales  policy,  if  Distributor  is  not  capable  of repairing any such
defective  Product.  Distributor  shall bear all shipping, customs and clearance
charges  incurred in returning any defective or non-conforming Products or parts
to  Manufacturer  should  Manufacturer request their return.  Manufacturer shall

                                      -2-
                                                                            E-53
<PAGE>

bear  all  shipping,  customs  and  clearance  charges  incurred  in shipping to
Distributor  the  repaired or replacement parts or Products, and shall reimburse
Distributor  for  all  shipping,  customs  and  clearance  charges  incurred  by
Distributor in returning to Manufacturer any Products determined by Manufacturer
to  be defective.  Repair or replacement of defective parts or Products returned
after  the  warranty  period  specified above shall be charged to Distributor at
Manufacturer's  then-current  prices,  and  Distributor  shall pay all shipping,
customs  and  clearance  charges  arising  from any shipment of such replacement
parts  or  Products.

               2.4.2     Limitations.  EXCEPT  AS EXPRESSLY STATED HEREIN, THERE
ARE  NO  WARRANTIES,  EXPRESS  OR  IMPLIED,  BY  OPERATION  OF LAW OR OTHERWISE,
PERTAINING  TO  THE  PRODUCTS SOLD UNDER THIS AGREEMENT.  MANUFACTURER DISCLAIMS
ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  IN
NO  EVENT  SHALL  MANUFACTURER  BE  LIABLE  TO  DISTRIBUTOR,  IT  AGENTS,
REPRESENTATIVES,  EMPLOYEES,  CUSTOMERS  OR  ANY  OTHER  THIRD  PARTY,  FOR  ANY
INCIDENTAL,  INDIRECT,  SPECIAL  OR  CONSEQUENTIAL  DAMAGES,  INCLUDING  WITHOUT
LIMITATION LOSS OF USE, LOSS OF REVENUE OR LOSS OF PROFIT, IN CONNECTION WITH OR
ARISING OUT OF THIS AGREEMENT OR THE EXISTENCE, FURNISHING OR FUNCTIONING OF ANY
ITEM  OR  SERVICES  PROVIDED  FOR  IN  THIS  AGREEMENT  OR FROM ANY OTHER CAUSE,
INCLUDING  WITHOUT  LIMITATION CLAIMS BY THIRD PARTIES, EVEN IF MANUFACTURER HAS
BEEN  ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  MANUFACTURER'S SOLE LIABILITY
OF  ANY  KIND, WHETHER ON WARRANTY, CONTRACT OR NEGLIGENCE GROUNDS, WITH RESPECT
TO THE PRODUCTS FURNISHED UNDER THIS AGREEMENT SHALL BE LIMITED TO THE REPAIR OR
REPLACEMENT  OF  ANY DEFECTIVE PARTS; PROVIDED, HOWEVER, THAT (A) MANUFACTURER'S
WARRANTY  SHALL  NOT  EXTEND  TO  ALTERED  EQUIPMENT OR CONSUMABLE PARTS AND (B)
MANUFACTURER  SHALL  BE  UNDER  NO  OBLIGATION  TO  MAKE  REPAIRS  OR  PROVIDE
REPLACEMENTS  NECESSITATED  IN  WHOLE  OR  IN  PART  BY  CATASTROPHE,  FAULT  OR
NEGLIGENCE OF THE USER OR ANY THIRD PARTY, IMPROPER OR UNAUTHORIZED INSTALLATION
OR USE OF PRODUCTS, USE OF PRODUCTS IN A MANNER FOR WHICH THEY WERE NOT DESIGNED
OR  INTENDED  OR  BY  CAUSES  EXTERNAL TO THE SUBJECT PRODUCT, INCLUDING WITHOUT
LIMITATION  SHIPPING  DAMAGE  OR  POWER  FAILURE.

     3.     OBLIGATIONS  OF  DISTRIBUTOR

          3.1     Generally.  Distributor shall at all times at its own cost and
expense  use  its  best  efforts  and  all  due  diligence  energetically  and
aggressively  to develop the Exclusive Area, to promote the sale of the Products
therein and to enhance the reputation and goodwill associated with the Products.
In  connection  therewith,  Distributor  shall  maintain facilities suitable for
performance  of  all  its  obligations  hereunder;  shall  provide  aggressive,
dedicated,  continuous  representation  within  the  Exclusive  Area by means of
actual  sales  personnel  contact with existing and prospective customers of the
Products  in  the  Exclusive  Area;  shall  hire  and maintain a sales staff (or
contract  with  sales  representatives) sufficient in number, qualifications and
training  to aggressively promote and market the Products in the Exclusive Area;
shall actively promote the Products in advertising, direct mail and trade shows,
in  each  case  in,  and directed to customers in, the Exclusive Area; and shall
promptly  follow  up  on  all  leads  provided  by  Manufacturer with respect to
customers  in  the  Exclusive  Area,  providing  Manufacturer with copies of all
relevant  communications.

          3.2     Conduct  of  Business and Expenses.  Distributor shall conduct
its business consistent with the provisions of this Agreement and all applicable
laws which may in any way relate to the importation, sale or distribution of the
Products  in  the  Territory.  Distributor shall maintain in effect at all times

                                      -3-
                                                                            E-54
<PAGE>

the  necessary  registrations with any and all governmental agencies, commercial
registries,  chambers  of commerce and other offices which may be required under
local law in order to conduct commercial business in the Territory.  Distributor
shall  be responsible for all expenses incurred in connection with the operation
of  its  business and its activities hereunder, including without limitation all
expenses  for appropriate and customary advertising, promotional items and trade
shows,  and  all  communication,  travel  and  accommodations;  and  shall  be
responsible  for  all  acts,  omissions  and  expenses  of its officers, agents,
employees  and  representatives.

          3.3     Sales  Outside  Territory.  In  no  event  shall  Distributor
directly  or  indirectly distribute or sell any of the Products in or to, or for
shipment  to  or  (to  the  best  of  its  ability)  for resale in, the Excluded
Countries  or  the  US  Government,  or  otherwise  outside the Territory or the
Markets,  in each case, without either the prior written consent of Manufacturer
or,  in  the  case  of  sales  to  customers  in  an Excluded Country, a written
agreement  providing  adequate  compensation  for  the  sales  representative or
distributor  for such Excluded Country (as listed in Exhibit C hereto).  Without
limiting  the  applicability of the foregoing, in the event Distributor directly
or  indirectly  sells  any Products to the US Government or to a customer in any
Excluded  Country  without  the  prior  written  consent  of  Manufacturer  (or
alternatively,  in  the  case  of  sales  to customers in an Excluded Country, a
written  agreement  with  the  respective  sales representative or distributor),
then,  in addition to any remedies available to Manufacturer at law or in equity
(a)  the  sale  of  such Products will not count toward Distributor's Rebate (as
defined  in Section 4.7 hereof); (b) Manufacturer may, at its option, either (i)
refuse  to  supply  any  such Products to Distributor or (ii) (A) in the case of
sales  to the US Government, charge Distributor a 25% surcharge on such Products
(based  on  Net  Purchase  Price),  (B) in the case of sales to a customer in an
Excluded  Country  with  a  sales  representative  (as  indicated in Exhibit C),
require  Distributor  to  pay to Manufacturer the full commission payable to the
relevant  sales  representative  for  such  Excluded  Country,  as  invoiced  by
Manufacturer  to  Distributor  and  to  be paid by Manufacturer directly to such
sales  representative, and (C) in the case of sales to a customer in an Excluded
Country  with  a distributor (as indicated in Exhibit C), require Distributor to
pay  to  Manufacturer  a  25%  surcharge on such Products (based on Net Purchase
Price),  as  invoiced  by  Manufacturer  to  Distributor  and  to  be  paid  by
Manufacturer  directly  to  the  distributor  for such Excluded Country; and (c)
Manufacturer  may,  at  its  option, terminate this Agreement on 10 days' notice
under  Section  6.2  hereof.  Distributor  acknowledges  and  agrees  that  the
provisions  of  this Section 3.3, including the payment of the amounts described
in clause (ii) above, are reasonable and necessary to maintain an orderly system
of  product  distribution  and  to  adequately  compensate  Manufacturer  or the
respective  sales  representatives  or  distributors,  as  the  case may be, for
marketing efforts and aftermarket support and service attributable to such sale.

          3.4     Product  Purchase  Requirements.  Distributor  shall order and
purchase  from Manufacturer no less than the quantities of Products set forth in
Exhibit  D  attached  hereto  and  such  additional  quantities  of  Products as
Manufacturer  may  reasonably  prescribe for periods following the first year of
the  term  of  this Agreement.  Distributor acknowledges that failure to satisfy
such  minimum  purchase  requirements  shall constitute cause for termination of
this  Agreement  in  accordance  with  the  provisions  of  Section  6.2 hereof.

          3.5     Minimum Stocking Requirements.  Distributor agrees, during the
continuance  of  this  Agreement, to maintain a sufficient stocking level of the
Products to fulfill adequately the requirements of all customers and prospective
customers  in  the  Territory.  Distributor specifically agrees that it shall at
all  times  maintain the minimum inventory levels specified in Exhibit D hereto.
Distributor  acknowledges  that  failure  to  satisfy  such  minimum  inventory
requirements  shall  constitute  cause  for  termination  of  this  Agreement in
accordance  with  the  provisions  of  Section  6.2  hereof.

          3.6     Warranty  Service;  Repair  and  Rework.  Distributor  shall
maintain  the facilities, spare parts and skilled personnel necessary to provide

                                      -4-
                                                                            E-55
<PAGE>


prompt repair and rework or warranty service for Products in the Exclusive Area.
Distributor  shall  notify Manufacturer of any warranty claims which may come to
Distributor's  attention.  Subject  to  the  provisions  of  Section 2.4 hereof,
Distributor  shall  be  solely  responsible for any warranty with respect to the
Products  made  to  Distributor's  customers,  and  Distributor  shall indemnify
Manufacturer  for  any  losses or damages suffered by Manufacturer in connection
therewith.  With  respect  to  any  warranty  claims  covered  by Manufacturer's
warranty,  Distributor  shall  fully comply with the requirements of Section 2.4
hereof  and  the additional procedural requirements from time to time prescribed
by Manufacturer, and Manufacturer shall have no obligation to recognize any such
claims  unless the prescribed procedures are fully complied with by Distributor.

          3.7     Training.  Distributor  shall, for each location from which it
will  be performing warranty or repair services, at all times maintain a minimum
of  one  repair  technician  which  has been certified by Manufacturer through a
training course offered pursuant to Section 2.2 hereof, such certification to be
effective  for  a  period  of  three  years  from  the  granting  thereof.

          3.8     Reporting  Requirements.

               3.8.1     General  Reporting.  Upon  request  of  Manufacturer,
Distributor  shall furnish to Manufacturer accurate and complete written reports
regarding  its  inventory  levels  and its sales and promotional activities with
respect  to the Products in the Territory.  Distributor shall promptly report to
Manufacturer  all  suspected Product defects or safety problems and all end-user
complaints,  and shall provide reports and supporting documentation with respect
to  any  warranty  service  performed  by  Distributor.

               3.8.2     Annual  Reports.  Distributor  shall  furnish
Manufacturer,  no later than the first (1st) day of December of each year during
the  term of this Agreement, with (a) a current list of all products offered for
sale  by Distributor, including copies of all catalogs or other sales materials,
(b)  a  current  list of all sales representatives, dealers and other authorized
resellers  of Distributor, including office addresses, (c) a written forecast of
Product  sales  and  purchase  requirements  for  the upcoming calendar year, in
sufficient  detail  (whenever  possible)  to show prospective customers, Product
models,  expected order dates and probability of receiving orders, (d) a list of
showing  customers  designated  by  either Distributor or Manufacturer as target
accounts  for  the upcoming calendar year (the "TARGET ACCOUNTS") and an outline
of  a  marketing  plan  for  pursuing  such  Target Accounts, and (e) such other
information  as  Manufacturer  may  request.

               3.8.3     Quarterly  Reports.  Distributor  shall  furnish
Manufacturer, no later than the tenth (10th) day of each calendar quarter during
the  term  of  this Agreement, with (a) a written report on all sales during the
preceding  calendar  quarter, grouped by country, with supporting documentation,
(b)  progress  report  with  respect  to  any  contracts involving sales of over
$50,000  in  the  aggregate  being  pursued by Distributor, (c) an update on the
forecasts  and  Target Account information delivered pursuant to clauses (c) and
(d)  of  Section  3.8.2  above,  including  in  the case of Target Accounts, the
customer  name,  Products  presented  and  dates of presentations, (d) a written
report  on  current  inventory  levels  for  the  Products,  and  (e) such other
information  as  Manufacturer  may  request.

          3.9     Inspection.  Distributor shall permit Manufacturer and such of
its  agents,  employees  or  representatives  as  it  may designate to enter and
examine  Distributor's  facilities  and  places  of  business and to inspect its
inventories,  service  records  and  other  relevant  documents  related  to the
Products  at  any  reasonable  time.

          3.10     Indemnification.  Distributor  shall  indemnify,  defend  and
hold harmless Manufacturer and Manufacturer's officers, directors, shareholders,
affiliates,  agents,  representatives,   employees,   successors   and   assigns

                                      -5-
                                                                            E-56
<PAGE>

(collectively,  the "RELATED PERSONS") from and against any and all liabilities,
losses,  damages,  injuries,  costs,  expenses, causes of action, claims, suits,
demands,  legal  proceedings, assessments and similar matters, including without
limitation  attorneys' fees, resulting from or arising out of (a) the failure of
Distributor  to  fully  and  completely  perform and comply with its obligations
hereunder,  (b)  any  use  of the Products in combination with other products or
components  not  furnished  by  Manufacturer  or  (c)  any  act  or  omission of
Distributor  or  any  of Distributor's Related Persons.  Manufacturer shall have
the right, in its sole discretion, to offset against any amounts due and payable
to  Distributor,  any  amounts  due and payable to Manufacturer pursuant to this
Section.  In  the  event  that  any  cause of action, claim, suit or other legal
proceeding  is  brought  against  Distributor  in  connection  with  any  of the
Products,  or  the  sale  or  use  thereof,  Distributor  shall  promptly notify
Manufacturer  thereof,  Manufacturer  may elect to defend such matter by counsel
selected  by  Manufacturer  and, in the event of such defense, Distributor shall
fully  cooperate  with  Manufacturer  and  its  counsel.

          3.11     Insurance.  Distributor shall obtain and maintain a policy of
comprehensive  business liability insurance, including without limitation public
liability and property damage insurance, issued by an insurer and with limits of
liability  reasonably  acceptable  to  Manufacturer.  Such  policy  shall  name
Manufacturer  as an additional insured and shall be cancelable only after thirty
(30)  days' written notice to Manufacturer.  Distributor shall from time to time
furnish  Manufacturer with a certificate of insurance evidencing such insurance.

     4.     ORDERING  AND  SHIPMENT  OF  PRODUCTS

          4.1     Purchase  Orders.  Each  order  by Distributor for shipment of
Products  shall  be by firm purchase order in writing, with telexed or facsimile
purchase  orders  confirmed  within  one  (1)  week, specifying (a) the Products
ordered  by  Distributor,  (b) the quantity of each Product to be purchased, (c)
the  Net  Purchase  Price of the Products ordered, (d) requested delivery dates,
and (e) shipping instructions.  Manufacturer may, at its option, accept any such
purchase  order  in whole or in part by written acknowledgment of purchase order
to  Distributor  or  by  actual  delivery in accordance with the purchase order.

          4.2     Price  of  Products.  The  purchase  price  to  be  paid  by
Distributor  for  each  type  of  Product,  including all packaging and shipping
materials  (the  "NET PURCHASE PRICE"), shall be calculated based on the general
Product  prices  specified  in  Exhibit  E  attached  hereto less any applicable
discounts  specified  in  Exhibit  F  attached  hereto,  as such Exhibits may be
amended  from  time  to  time.  Such  prices  and  discounts  may be adjusted by
Manufacturer upon sixty (60) days' prior written notice to Distributor and shall
be  applicable  to new purchase orders from Distributor received by Manufacturer
after  such  date.  All  Product  prices  shall  be  exclusive of any applicable
customs charges and duties; sales, use, privilege, excise and similar taxes; and
transportation,  rigging,  drayage,  handling charges, insurance costs and other
expenses  associated  with  the delivery of the items ordered to the destination
specified  by  Distributor.

          4.3     Terms  and  Conditions.  All Products purchased by Distributor
shall  be  sold  F.O.B.  Manufacturer's  facility  and  shall be subject to such
additional  terms and conditions of sale as shall be specified on the individual
acknowledgment  form  or  invoice form issued by Manufacturer in response to any
order  from  Distributor.  In  the  event  of conflict between the terms of such
individual  acknowledgment  form or invoice and the terms of this Agreement, the
terms of this Agreement shall govern.  Any other terms and conditions, including
without  limitation  standard  printed  terms  and  conditions  appearing  on
Distributor's  purchase  order  form,  shall  be  wholly  inapplicable  to  this
Agreement  and  to  the  individual  orders  hereunder.

                                      -6-
                                                                            E-57
<PAGE>

          4.4     Payment  Requirements.  Payment  of  the net invoice price for
all  Products  purchased by Distributor shall be received by Manufacturer within
forty-five  (45)  days  after  Manufacturer  transfers  finished  goods  to
Distributor's  designated carrier or freight forwarder.  Each such payment shall
be  made  in  United  States  currency  by bank transfer to such bank account as
Manufacturer  may  from  time  to  time  designate  in  writing,  and  shall  be
accompanied  by a remittance advice identifying the specific items paid.  In the
event  that Distributor fails to pay Manufacturer in a timely manner as required
by this Section 4.4, any unpaid balance shall be subject to a late charge at the
rate  of  two  percent  (2%)  per month for each month or portion thereof during
which  such  payment is overdue or, if lower, the highest rate then permitted by
applicable  law.  In  addition,  Manufacturer  may,  at  its option, suspend all
shipments  to  Distributor  (including  stoppage  in  transit), may require that
future  shipments  be  paid  for  in  advance  or  may  make  any  other  credit
arrangements  satisfactory  to  Manufacturer  in  its  sole  discretion.
Manufacturer's  rights  pursuant  to  this  Section  4.4 shall be cumulative and
without  prejudice  to  Manufacturer's  right  to declare Distributor in default
under  this Agreement by reason of such delinquency, and Manufacturer shall have
the  right  to  avail  itself  of  any and all other remedies to which it may be
entitled  hereunder,  at  law  or  in  equity.

          4.5     Delivery; Risk of Loss.  Delivery of any order hereunder shall
be  deemed  to occur upon Manufacturer's transfer of the Products to the carrier
or  freight forwarder for shipment to Distributor.  Title to and risk of loss of
all  Products  sold  hereunder shall pass to Distributor upon such delivery, and
the risks of loss, damage or delay in transit shall be solely the responsibility
and  risk  of Distributor.  All claims for breakage and damage should be made to
the  carrier, but Manufacturer will render all reasonable assistance in securing
satisfactory  adjustment  of  such  claims.

          4.6     Nonconforming Shipments.  Manufacturer shall have no liability
for  any  shortage  or  other  discrepancy in any shipment of Products hereunder
unless  Distributor  sends  Manufacturer  notice, within fifteen (15) days after
actual  receipt  of the shipment at Distributor's facility, that the shortage or
discrepancy  existed when the shipment was received.  In the event a shipment is
nonconforming  by  reason  of any defect in a Product contained in such shipment
and  the defect cannot reasonably be corrected by Distributor, Distributor shall
so  inform  Manufacturer  within  such fifteen (15) day period, and Manufacturer
shall  undertake  corrective  action  at its expense, unless the defect resulted
from  transit  damage, damage following delivery or installation of the Products
or  Distributor's  fault.

          4.7     Rebates.  At  the end of each calendar year during the term of
this  Agreement, Manufacturer shall provide to Distributor an annual rebate (the
"REBATE")  calculated  pursuant  to the rebate terms and conditions in Exhibit G
hereto,  as such terms and conditions may be amended by Manufacturer in its sole
discretion  for  any  calendar  year  upon  thirty  (30) days' written notice to
Distributor  prior  to  the  start  of  such  calendar  year.

     5.     INTELLECTUAL  PROPERTY  MATTERS

          5.1     Trademarks.  During  the  term of this Agreement, Manufacturer
grants  to  Distributor  the  right  to  use the trademarks and trade names that
Manufacturer  may prescribe from time to time ("MANUFACTURER'S TRADEMARKS") only
for  the  purpose  of  sales  or  sales  promotion  of  the  Products.
               5.1.1     Use.  During  the  term  of this Agreement, Distributor
shall  have  the  right  to  indicate  to  the  public  that it is an authorized
distributor  of  Manufacturer's Products and to advertise (within the Territory)
such  Products  under  Manufacturer's  Trademarks.  Nothing  herein  shall grant
Distributor  any  right,  title or interest in Manufacturer's Trademarks.  At no
time  during  or after the term of this Agreement shall Distributor challenge or
assist others to challenge Manufacturer's Trademarks or the registration thereof
or attempt or assist to attempt to register any trademarks, marks or trade names
confusingly  similar  to  those  of  Manufacturer.

                                      -7-
                                                                            E-58
<PAGE>

               5.1.2     Approval  of  Representation.  Unless  they  be  exact
copies, representations of Manufacturer's Trademarks that Distributor intends to
use  shall  first  be submitted to Manufacturer for approval (which shall not be
unreasonably  withheld)  of  design,  color,  and  other  details.

               5.1.3     Trademarks  on  Products.  Distributor shall market and
sell  the  Products  without  removing, adding to, or altering any labels, trade
names,  trademarks,  notices, labels, serial numbers or other identifying marks,
symbols  or  legends  affixed  to  any  of  the  Products or their containers or
packages,  without  the prior written consent of Manufacturer, which consent may
be  withheld  in  Manufacturer's  sole  discretion.

          5.2     Proprietary Information.  Distributor hereby acknowledges that
certain  of  the  information provided to Distributor by Manufacturer hereunder,
including  without  limitation  any  software  incorporated  therein,  Product
drawings,  specifications, technical information, customer contacts or lists and
other information and literature, constitutes proprietary and confidential trade
secret  information  of  Manufacturer.  Distributor  shall not disclose any such
trade secrets, directly or indirectly, or use them in any way, either during the
term  of  this  Agreement  or  at any time thereafter, without the prior written
consent  of  Manufacturer.  Any and all such trade secrets shall remain the sole
and  exclusive  property  of  Manufacturer and shall be returned to Manufacturer
immediately  upon  expiration  or  termination of this Agreement for any reason.

          5.3     Conflicts  of  Interest;  Competitive  Products.  To avoid any
conflict  between  its  other  business  activities  and  its  obligations  to
Manufacturer  hereunder,  Distributor  shall  not,  during  the  term  of  this
Agreement,  without  the  prior written consent of Manufacturer, (a) solicit the
sale  of, promote the sale of, sell, exhibit for sale, distribute or manufacture
any  product  competitive with or of like nature to any of the Products, (b) act
as distributor, representative, agent, dealer or in any other capacity on behalf
of  the manufacturer, importer or distributor of any such competitive or similar
product,  (c)  do  any  act  to  impair,  prejudice  or  destroy the goodwill of
Manufacturer  or  the  relationship  or  dealing  between  Manufacturer  and any
customer  or  between  Manufacturer  and  any of its employees or (d) assist any
other  person,  firm  or  corporation  in  any  such  acts.

          5.4     Infringement.  Manufacturer  represents  and warrants that all
Products  shall  be  free  from  claims  of  patent,  copyright  and  trademark
infringement  under the laws of the United States or any of its states and shall
indemnify  and  hold harmless Distributor from and against all required payments
of  compensation,  settlement  and  royalties  to  any  third  party  arising in
connection  with  any suit, action or other proceeding against Distributor based
on  any claim of infringement of such laws.  In the event of any suit, action or
other  proceeding  against Distributor involving any claim of infringement based
upon  Distributor's  sale  of  the Products, whether based on laws of the United
States or any other country, Distributor shall promptly send Manufacturer copies
of  all  papers served in such suit, action or other proceeding.  At its option,
Manufacturer  may,  at  its  sole  cost  and  expense,  defend  all  claims  of
infringement  in  any  such suit, action or other proceeding.  Distributor shall
provide  testimony  and  other  evidence  in  any  such  suit,  action  or other
proceeding, and shall otherwise cooperate with Manufacturer in any way necessary
or  desirable  in order to permit Manufacturer successfully to defend such suit,
action  or  other  proceeding.

                                      -8-
                                                                            E-59
<PAGE>

     6.     TERM  AND  TERMINATION

          6.1     Term.  Subject  to the remaining provisions of this Section 6,
the  term of this Agreement shall commence on the date hereof, shall continue in
effect  until  December  31,  1998, and shall continue thereafter for successive
periods of one (1) calendar year each unless either party provides notice to the
other party at least sixty (60) days prior to the expiration of the then current
term  of  its  election  not  to continue this Agreement upon expiration of such
current  term.

          6.2     Termination  Without  Cause.  Ether  party  may terminate this
Agreement  in its entirety or with respect to any of the Products covered hereby
at any time, without cause on a minimum of sixty (60) days' prior written notice
from  one  party  to  the  other.

          6.3     Termination  for  Cause.  Manufacturer  may  terminate  this
Agreement  effective  immediately  upon delivery of notice to Distributor in the
event  of  the occurrence of any of the following:  (a) Distributor's failure to
perform  or  observe any material provision of this Agreement within thirty (30)
days  (ten  (10)  days  in the case of a breach of Section 3.3) after receipt of
written  notice of default; (b) Distributor becomes bankrupt or insolvent or any
agreement  or  court proceeding is initiated relating to Distributor's financial
instability;  (c)  failure  to maintain Distributor's account on a current basis
and  in accordance with Manufacturer's terms and conditions of sale; (d) failure
by  Distributor, within five (5) days following notification by Manufacturer, to
replace with cash or a cashier's check, any check provided to Manufacturer by or
on  behalf  of  Distributor  which  has been returned from the bank on which the
check  was drawn without payment to Manufacturer; (e) conviction in any court of
competent  jurisdiction  of  Distributor  or any principal officer or manager of
Distributor,  of any crime tending to affect adversely the ownership, operation,
management,  business or interest of Distributor or Manufacturer; (f) failure of
Distributor  to  obtain  or maintain any license or approval required by law; or
(g)  any  dispute,  disagreement  or  controversy  between  or  among  partners,
managers,  officers  or  shareholders  of  Distributor  which, in the opinion of
Manufacturer,  adversely  affects  the  operation,  management  or  business  of
Distributor and is not resolved within thirty (30) days after notice is given to
Distributor  by  Manufacturer.

          6.4     Consequences  of  Termination.  Upon  the  expiration  or
termination  of  this  Agreement for any reason, (a) all sums which either party
then  owes  to the other hereunder shall become immediately due and payable, (b)
all remaining obligations of Manufacturer to make deliveries and sales hereunder
shall  immediately  cease, (c) Distributor shall immediately discontinue any use
of  Manufacturer's Trademarks and any related marks or names, and shall cease to
hold  itself  out  as an authorized distributor of Manufacturer, (d) Distributor
shall immediately return to Manufacturer all catalogs, drawings, specifications,
technical information, promotional material and other information and literature
concerning  the  Products  as  have  previously been furnished to Distributor by
Manufacturer,  (e)  Manufacturer  may,  at its option (i) require Distributor to
immediately return to Manufacturer all Products, regardless of age or condition,
then  on  hand  and  not  subject  to  existing  customer  orders, subject to an
obligation  by Manufacturer to repurchase all new, unused and undamaged Products
of  current  manufacture  returned  in their original containers at the purchase
price paid by Distributor and all other returned Products of current manufacture
at  an amount equal to seventy percent (70%) of the price at which such Products
were  last  offered  to Distributor by Manufacturer or (ii) allow Distributor to
continue  selling  such  Products  on  hand for six (6) months after the date of
termination and (g) the provisions of Sections 5.2 and 7.11 hereof shall survive
and Distributor shall continue to perform and observe such provisions as if such
termination  had  not  occurred.

          6.5     No  Liability.  Manufacturer  shall not be liable by reason of
the  termination,  expiration or nonrenewal of this Agreement to Distributor for
compensation,  reimbursement  or  damages  on account of any loss of prospective
profits  on anticipated sales or on account of expenditures, investment, leases,

                                      -9-
                                                                            E-60
<PAGE>

or  other  commitments  relating  to  the  business  or goodwill of Distributor.
Distributor  agrees  to  indemnify  Manufacturer  from all claims of its agents,
employees or representatives for similar compensation, reimbursement or damages.

     7.     MISCELLANEOUS

          7.1     Relationship  of  Parties.  Manufacturer  and Distributor each
hereby  acknowledges  that it is an independent entity and is not subject to the
control  of the other party hereto in any manner except as specifically provided
in this Agreement.  Nothing herein shall be construed to make the parties hereto
partners  or  joint  venturers,  or to render either party liable for any of the
debts  or  obligations  of  the  other  party  hereto.

          7.2     Foreign Corrupt Practices.  Distributor represents that it has
read  and  is  familiar  with the Foreign Corrupt Practices Act of 1977 and will
comply  with  said  act  and  is  aware of the sensitive nature of international
military contracting and the types of impropriety which have received widespread
publicity concerning some such contracts.  Distributor will at all times conduct
the  work under this Agreement so as to strictly abide by the laws of the United
States  and  the  customer's  country, and will at all times avoid any situation
which  would  cause  any  representative or agent of the government to appear to
have  a  conflict of interest.  Distributor will not share any commission or fee
paid  hereunder  with  any  third  party  or  parties  other  than Distributor's
designated  in-country  representative(s).

          7.3     Export  Regulation Requirements.  Distributor understands that
the United States Law requires Manufacturer to report certain information to the
United  States  Government  concerning  payments made in connection with foreign
sales  of  defense  articles  or services.  Distributor agrees to give a written
statement  disclosing  all  political  contributions,  fees,  or  commissions in
respect  to  such  sales.

          A "political contribution" includes any loan, gift, donation, or other
payment  offered  directly  or  indirectly  whether  in  cash  or in kind, value
$1,000.00  or  more to or for the benefit of any candidate, committee, political
party, political faction or government or employee or office or official thereof
to  secure the conclusion of a sale.  (This does not include charges required to
be  paid  by  applicable  law.)

          A  "fee  or  commission"  includes  any loan, gift, donation, or other
payment valued at $1,000.00 or more offered directly or indirectly in cash or in
kind  to  secure  a  sale.

          These  requirements  are  explained  in detail in title 22, Chapter 1,
Sub-chapter  in  Part  130 of the U.S. Code of Federal regulations.  Distributor
agrees  to  comply  and assist Manufacturer in complying with the U.S. Law.  The
inclusion  of the provision in the Agreement should not be construed as approval
of any such expenditures and they have been specifically forbidden under Article
19.  This  provision  will  survive  any  termination  of  the  Agreement.

          7.4     Notices.  Any  and  all  notices  and communications hereunder
shall  be  in writing and shall be deemed to have been duly given when delivered
personally,  at  the time of receipt if by telegram, telex, facsimile or similar
means  of  communication,  or seven (7) days after mailing when deposited in the
United  States  or Territory mail, first class postage prepaid, addressed to the
parties  at  the addresses set forth immediately following the signatures of the
parties  hereto  or  to such other addresses as either of the parties hereto may
from  time  to  time  in  writing  designate  to  the  other  party  hereto.

                                      -10-
                                                                            E-61
<PAGE>

          7.5     Time.  Time  is  of the essence of this Agreement with respect
to  each  and  every  provision  of  this  Agreement  in which time is a factor.

          7.6     Force Majeure.  If either Manufacturer or Distributor shall be
unable,  by  reason of any event referred to herein as "force majeure," to carry
out its obligations under this Agreement, either wholly or in part, the party so
failing  shall  give  notice  and  full  particulars  of such event or events in
writing  to the other party as soon as possible after the occurrence of any such
event,  and  thereupon such obligation shall be suspended during the continuance
of  such  cause  which,  however, shall be remedied or removed with all possible
dispatch;  and  the obligations, terms and conditions of this Agreement shall be
extended  for  such  period  as  may  be reasonably necessary for the purpose of
making  good  any  suspension  so  caused, provided that no claim for suspension
shall  be  made by either party when the period of suspension so caused shall be
less  than ten (10) consecutive business days.  The events referred to herein as
"force  majeure"  shall include fire, casualty, unavoidable accident, failure of
the  usual  sources of supply, strikes, labor conditions, lockouts, war, acts of
God,  the  enactment  of any federal, state or municipal law or ordinance or the
issuance  of  any  executive  or  judicial  order,  whether  federal,  state  or
municipal, or of any other legally constituted authority, accidents to machinery
or  any other cause not within the control of the party claiming relief from any
of  the  requirements  of  this  Agreement  and  that,  by  the  exercise of due
diligence,  the  party is unable to prevent or overcome.  Mere inability to make
any  payment of money required hereunder shall not constitute an event of "force
majeure."

          7.7     Waiver.  No  delay  or failure by either party to exercise any
right,  power  or remedy with regard to any breach or default by the other party
under  this Agreement shall impair any such right, power or remedy and shall not
be  construed  to  be a waiver of any breach or default of the same or any other
provision  of  this  Agreement.  Any  waiver, permit, consent or approval of any
kind or character on the part of any party of or to any breach or default by the
other  party shall be effective only if in writing and shall not be construed to
be  a  waiver,  permit,  consent  or  approval of or to any succeeding breach or
default  or  a  waiver  of  any  provision  of  this  Agreement.

          7.8     Assignment.  This Agreement may not be assigned in whole or in
part  by  Distributor  without  the  prior  written  consent  of  Manufacturer.
Notwithstanding the foregoing, Distributor may, upon Manufacturer's consent (not
to  be  unreasonably  withheld),  delegate  and/or  subcontract  its  rights and
obligations  hereunder  to  any  of its affiliates, provided (a) such delegation
and/or  subcontracting shall not relieve Distributor from any of its obligations
hereunder, (b) each such affiliate agrees in writing to be bound by the terms of
this  Agreement  and  (c)  Distributor  promptly  notifies  Manufacturer of such
delegation  and/or  subcontracting  and provides Manufacturer with a copy of the
agreement executed by such affiliate.  Manufacturer may, at its sole discretion,
refuse  consent  to any assignments to non-affiliates.  For the purposes of this
Section,  an "affiliate" of Distributor is any entity controlling, controlled by
or  under  common  control  with  Distributor.

          7.9     Successors.  Subject  to the provisions of Section 7.8 hereof,
the  covenants,  agreements,  terms  and  conditions contained in this Agreement
shall  be  binding upon and shall inure to the benefit of the parties hereto and
their  respective  successors  and  assigns.

          7.10     Applicable  Law;  Severability.  The  existence,  validity,
construction  and  operational  effect  of  this  Agreement,  and the rights and
obligations  hereunder  of  each  of  the parties hereto, shall be determined in
accordance with the laws of the State of California, provided that any provision
of  this  Agreement  which  may be prohibited by or otherwise held invalid under
such  law  shall  be  ineffective  only  to  the  extent  of such prohibition or
invalidity  and  shall not invalidate or otherwise render ineffective any or all
of  the  remaining  provisions  of  this  Agreement.  Both  Manufacturer  and
Distributor  shall  comply  with  the export control laws and regulations of the
United States, and neither Manufacturer not Distributor shall export or reexport

                                      -11-
                                                                            E-62
<PAGE>

any Product in any manner contrary to the applicable export control laws or laws
and  regulations  of  the  United  States  or  any country.  Both parties hereby
confirm  their  intention  to  exclude application of the U.N. Convention on the
International  Sale of Goods if such Convention would otherwise be applicable to
any  transaction  contemplated  by  this  Agreement.

          7.11     Controversy.  Subject  to the terms of this Section 7.11, all
controversies,  claims  and  disputes  arising in connection with this Agreement
shall  be  settled  by  mutual consultation between the parties in good faith as
promptly  as  possible,  but  failing  an  amicable  settlement shall be settled
finally  by  arbitration conducted in Los Angeles, California in accordance with
the  Commercial  Arbitration  Rules  of  the  American  Arbitration Association.

               7.11.1     Exclusivity.  The  parties  hereto  hereby agree that,
with  the  exception  of  claims arising out of a breach of Sections 5.1 through
5.3,  the  arbitration  procedure  provided  for  herein  shall  be the sole and
exclusive method of resolving any and all of the aforesaid controversies, claims
or  disputes.

               7.11.2     Decision by Arbitrators.  Manufacturer and Distributor
shall  each  select  an arbitrator to resolve any dispute hereunder, and the two
arbitrators  so selected shall select a third arbitrator.  The three arbitrators
so  selected  shall  make  a final decision and award according to the terms and
provisions  of this Agreement and applicable law.  Said decision shall set forth
findings  of  fact  and  conclusions  of law upon which the award is based.  The
arbitrators may select counsel to provide advice in preparation of such findings
and  conclusions,  and on any point of law arising in the course of arbitration.
The  decision  of  any two (2) arbitrators shall constitute a final decision and
award  hereunder.  Judgment upon the award may be entered in any court which has
jurisdiction  over  such  matter  in  accordance  with the provisions of Section
7.11.4  hereof.

               7.11.3     Costs  and  Expenses.  The  costs  and expenses of the
arbitration, including without limitation attorneys' fees, shall be borne by the
parties  in  the  manner  determined  by  the  arbitrators.

               7.11.4     Judicial  Action.  Legal  action  for  (i)  entry  of
judgment  upon  any  arbitration  award or (ii) adjudication of any controversy,
claim or dispute arising from a breach or alleged breach of this Section 7.11 or
of  Sections  5.1  through  5.3  may be heard or tried only in the courts of the
State of California or in the Federal District Court for the Central District of
California.  Each  of  the  parties  hereby  waives  any  defense  of lack of in
personam  jurisdiction of said courts and agrees that service of process of such
court may be made upon each of them by personal delivery or by mailing certified
or  registered mail, return receipt requested, to the other party at the address
provided  for in this Agreement.  Both parties hereby submit to the jurisdiction
of  the  court  so selected, to the exclusion of any other courts which may have
had  jurisdiction  apart  from  this Section 7.11, and agree that the prevailing
party  shall  be  entitled  to  recover from the non-prevailing party reasonable
expenses,  including  without  limitation  reasonable  attorneys'  fees.

          7.12     Entire  Agreement.  This  Agreement  sets  forth  the  entire
agreement  between  the  parties  hereto,  fully  supersedes  any  and all prior
agreements  or  understandings  between  the  parties  hereto  pertaining to the
subject  matter  hereof and no change in, modification of or addition, amendment
or  supplement  to this Agreement shall be valid unless set forth in writing and
signed  and  dated  by both of the parties hereto subsequent to the execution of
this  Agreement.

          7.13     Counterparts.  This  Agreement  may  be  executed  in several
counterparts and any and all such executed counterparts shall constitute one (1)
Agreement binding on both Manufacturer and Distributor notwithstanding that both
are  not  signatories  to  the  original  or  to  the  same  counterpart.

                                      -12-
                                                                            E-63
<PAGE>


          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of  the  day  and  year  first  above  written.


                    "MANUFACTURER"

                    CHRISTIE  ELECTRIC  CORP.,  a  California  corporation

                    By
                    Its:     Sales  &  Marketing  Manager

                    Address:     18120  South  Broadway
                                 Gardena,  CA  90248

                                 Fax:       (310)  618-8368
                                 Phone:     (310)  715-1402


                    "DISTRIBUTOR"

                    ENERTEC

                    By
                    Its:          C.E.O.

                    Address:     20  Harav  Kook  Str.,  Kiryat
                                 Motzkin,  Israel  26104

                                      -13-
                                                                            E-64
<PAGE>

                                    EXHIBIT A

                                PRODUCTS/SERVICES
INCLUDED
--------
     RF80-K
     DataFX
     R-400

     CASP/2000
     CASP/1200

     CASP/1500
     CASP/1100

     POWER  SUPPLIES
          MAGAMPS*
          RECTODYNES  (EXC.  R-400)*

     PARTS

     REPAIRS

     RF80-H  REFURBISHMENT
     RF80-H  "CLASSIC"



EXCLUDED
--------
Christie  Battery  System  (CBS)  Software  and  associated  PCs,  Bar  Code
Reader/Printer  Units.





*  No  stocking  by  Distributor.  These  units are only manufactured for a firm
order.

                                                                            E-65
<PAGE>

                                    EXHIBIT B

                                    TERRITORY
                                     ENERTEC





1.     Markets:

     All






2.     Exclusive  Areas:

     Israel

                                                                            E-66
<PAGE>

                                    EXHIBIT C

                              EXCLUSIVE TERRITORIES
<TABLE>
<CAPTION>

     Assigned  to:

Country                Company             Name           City/State       Country
----------------  -----------------  -----------------  --------------  -------------
<S>               <C>                <C>                <C>             <C>

Australia. . . .  Avtronics          Jack Cairns        Sydney          Australia
Bahrain. . . . .  Gulf Business      Hesham Al Sayed    Dubai           U.E.A.
Brazil . . . . .  Prodair            Michael Olteanu    Rio De Janeiro  Brazil
Brunei . . . . .  J. Bachmann        Jorgen Bachmann    Copenhagen      Denmark
Canada, not B.C.  Air Dynamics       Bruce Trousdale    Quebec          Canada
Canada, B.C. . .  Advanced Pwr Prd   Byron Lenhart      Oregon          U.S.A.
China. . . . . .  Golden Pacific     Wilson Chiu        California      U.S.A.
Columbia . . . .  Co Com. Curacao    Carlos Cuadros     Bogota          Colombia
Denmark. . . . .  J. Bachmann        Jorgen Bachmann    Copenhagen      Denmark
Egypt. . . . . .  Gulf Business      Hesham Al Sayed    Dubai           U.E.A.
Finland. . . . .  J. Bachmann        Jorgen Bachmann    Copenhagen      Denmark
India. . . . . .  VXL Engineering    S. K. De           Faridabad       India
Indonesia. . . .  J. Bachmann        Jorgen Bachmann    Copenhagen      Denmark
Israel . . . . .  Enertec            Harry Mund         Motzkin         Israel
Italy. . . . . .  Gelbyson           Rafaello Triboli   Roma            Italy
Japan. . . . . .  UIC Corp.          Mickey Amemiya     California      U.S.A.
Jordan . . . . .  Gulf Business      Hesham Al Sayed    Dubai           U.E.A.
Kuwait . . . . .  Gulf Business      Hesham Al Sayed    Dubai           U.E.A.
Malaysia . . . .  J. Bachmann        Jorgen Bachmann    Copenhagen      Denmark
Mexico . . . . .  Gobal Comm.        Gott Van Rathonyi  Polanco         Mexico
New Zealand. . .  MacDonald Tech.    Neil Barr          Christchurch    New Zealand
New Guinea . . .  Avtronics          Jack Cairns        Sydney          Australia
Norway . . . . .  J. Bachmann        Jorgen Bachmann    Copenhagen      Denmark
Oman . . . . . .  Gulf Business      Hesham Al Sayed    Dubai           U.E.A.
Peru . . . . . .  PCB                Pedro Colacci      Lima            Peru
Qatar. . . . . .  Gulf Business      Hesham Al Sayed    Dubai           U.E.A.
Saudi Arabia . .  Gulf Business      Hesham Al Sayed    Dubai           U.E.A.
Singapore. . . .  J. Bachmann        Jorgen Bachmann    Copenhagen      Denmark
South Korea. . .  Bo Woo             J. Y. Kim          Seoul           Korea
Sweden . . . . .  J. Bachmann        Jorgen Bachmann    Copenhagen      Denmark
Taiwan . . . . .  Truth Instruments  Rick Wu            Taiwan          Rep. of China
Thailand . . . .  J. Bachmann        Jorgen Bachmann    Copenhagen      Denmark
UAE. . . . . . .  Gulf Business      Hesham Al Sayed    Dubai           U.E.A.
United Kingdom .  Muirhead           Tony Cummings      Berkshire       England
Yemen. . . . . .  Gulf Business      Hesham Al Sayed    Dubai           U.E.A.
</TABLE>




                                                                            E-67
<PAGE>

                                   EXHIBIT C-1

             DISTRIBUTORS/REPRESENTATIVES WITH EXCLUSIVE TERRITORIES
<TABLE>
<CAPTION>



COMPANY/ADDRESS                      CONTACT              PHONE/FAX NUMBERS
<S>                                  <C>                  <C>
AIR DYNAMICS. . . . . . . . . . . .  Bruce Truesdale      Phone: 514-457-4287
19420 B. Clark Graham Avenue. . . .                       Fax:   514-457-4143
Baie D'urfe
Quebec, Canada H9X 3R8

ADVANCED POWER PRODUCTS . . . . . .  Byron Lenhart        Phone: 503-646-0994
10550 S. W. Allen Blvd., Suite 118.                       Fax:   503-641-3669
Beaverton, OR 97005

AVTRONICS PTY LTD . . . . . . . . .  Jack Cairns          Phone: 61-29-807-1444
33 Higginbotham Rd. . . . . . . . .                       Fax:   61-29-809-7136
Gladesville, 2111 NSW
Sydney, Australia

BO WOO COMMERCIAL CORP. . . . . . .  J.Y. Kim             Phone: 82-2-783-9048
Rm. #1101, O-Sung Bldg., 13-5 . . .                       Fax:   82-2-785-3897
YBO Buido-Dong, Yongdbungpo-Ku
SEOUL, KOREA 150-010

COMPANY COMMERCIAL CURACAO. . . . .  Eng. Carlos Cuadros  Phone: 571-621-0751
Calle 93 NO. 20-45. . . . . . . . .                       Fax:   571-621-0752
Santafe de Bogota, D.C. COLOMBIA

ENERTEC ELECTRONICS SYSTEMS . . . .  Harry Mund           Phone: 972-48-706-698
20 Harav Kook Stre., Kiryat . . . .                       Fax:   972-48-709-260
Motzkin, Israel 26104

GELBYSON S.R.L. . . . . . . . . . .  Rafaello Tribioli    Phone: 39-6-363-04761
Via Alberico Albricci, 15 . . . . .                       Fax:   39-6-329-7337
00194 Roma, Italy

GLOBAL COMMUNICATIONS INTERNATIONAL  Gott Van Rathonyi    Phone: 525-580-0272
Sofocles 141, Polanco . . . . . . .                       Fax:   525-395-5289
Mexico, DF 11560

GOLDEN PACIFIC ELECTRONICS. . . . .  Wilson Chiu          Phone: 714-993-6970
560 Melrose st. . . . . . . . . . .                       Fax:   714-993-6023
Placentia, CA 92670
</TABLE>



                                                                            E-68
<PAGE>

                               EXHIBIT C-1 (CONT.)

             DISTRIBUTORS/REPRESENTATIVES WITH EXCLUSIVE TERRITORIES
<TABLE>
<CAPTION>


COMPANY/ADDRESS                             CONTACT      PHONE/FAX NUMBERS
<S>                                     <C>              <C>
GULF BUSINESS FOUNDATION . . . . . . .  Hesham Al Sayed  Phone:  971-431-4567
Defense Road, Al Safa. . . . . . . . .                   Fax:    971-431-0885
POB 408
Dubai, U.A.E.

J. BACHMANN APS. . . . . . . . . . . .  Jorgen Bachmann  Phone:  45-324-73332
International House. . . . . . . . . .                   Fax:    45-324-73335
Bella Center, DK2300
Copenhagen S., Denmark

MACDONALD TECHNOLOGIES . . . . . . . .  Neil Barr        Phone:  64-3-359-4413
POB 14234. . . . . . . . . . . . . . .                   Fax:    64-3-359-4948
Christchurch Airport
Christchurch 8030, New Zealand

MUIRHEAD AVIONICS & ACCESSORIES. . . .  Tony Cummins     Phone:  44-1753-221-200
Olive House, Langley Business Center .                   Fax:    44-1753-541-669
Langley, Slough, Berkshire
SL3 8DS, England

PCB REPRESENTATIVES. . . . . . . . . .  Pedro Colacci    Phone:  51-1-442-8348
POB 27A-054, San Isidro. . . . . . . .                   Fax:    51-1-440-8420
Lima 27, Peru

PRODAIR REPRESENTACOES LTDA. . . . . .  Michael Olteanu  Phone:  55-21-201-6445
Avenida Bartolomeu Mitre, 204-203. . .                   Fax:    55-21-511-1532
22431-000, Rio de Janeiro-RJ, Brazil

TRUTH INSTRUMENTS CO. LTD. . . . . . .  Rick Wu          Phone:  886-2-769-2276
6 Fl, #133, Chung-Hsiao, E. Road Sec 5                   Fax:    886-2-878-790-02
Taipei, Taiwan, ROC
UPSILON. . . . . . . . . . . . . . . .  Mickey Amemiya   Phone:  310-320-9455
383 Van Ness Avenue, Suite 1601. . . .                   Fax:    310-320-9580
Torrance, CA 90501

VXL ENGINEERING. . . . . . . . . . . .  S. K. De         Phone:  91-129-285-617
20/3 Mathwuree Rd. . . . . . . . . . .                   Fax:    91-129-281-322
Faridabad 121006, India
</TABLE>

                                                                            E-69
<PAGE>
EXHIBIT C-2
--------------------------------------

EXCLUSIVE TERRITORIES
<TABLE>
<CAPTION>

     Assigned  to:

Country                Company             Name           City/State       Country
----------------  -----------------  -----------------  --------------  -------------
<S>               <C>                <C>                <C>             <C>
Canada, not B.C.  Air Dynamics       Bruce Trousdale    Quebec          Canada
Canada, B.C. . .  Adv. Power Prds.   Byron Lenhart      Oregon          U.S.A.
Australia. . . .  Avtronics          Jack Cairns        Sydney          Australia
New Guinea . . .  Avtronics          Jack Cairns        Sydney          Australia
South Korea. . .  Bo Woo             J. Y. Kim          Seoul           Korea
Columbia . . . .  Co Com. Curacao    Carlos Cuadros     Bogota          Colombia
Israel . . . . .  Enertec            Harry Mund         Motzkin         Israel
Italy. . . . . .  Gelbyson           Rafaello Triboli   Roma            Italy
Mexico . . . . .  Gobal Comm.        Gott Van Rathonyi  Polanco         Mexico
China. . . . . .  Golden Pacific     Wilson Chiu        California      U.S.A.
Bahrain. . . . .  Gulf Business      Hesham Al Sayed    Dubai           U.E.A.
Egypt. . . . . .  Gulf Business      Hesham Al Sayed    Dubai           U.E.A.
Jordan . . . . .  Gulf Business      Hesham Al Sayed    Dubai           U.E.A.
Kuwait . . . . .  Gulf Business      Hesham Al Sayed    Dubai           U.E.A.
Oman . . . . . .  Gulf Business      Hesham Al Sayed    Dubai           U.E.A.
Qatar. . . . . .  Gulf Business      Hesham Al Sayed    Dubai           U.E.A.
Saudi Arabia . .  Gulf Business      Hesham Al Sayed    Dubai           U.E.A.
UAE. . . . . . .  Gulf Business      Hesham Al Sayed    Dubai           U.E.A.
Yemen. . . . . .  Gulf Business      Hesham Al Sayed    Dubai           U.E.A.
United Kingdom .  Muirhead           Tony Cummings      Berkshire       England
Brunei . . . . .  J. Bachmann        Jorgen Bachmann    Copenhagen      Denmark
Denmark. . . . .  J. Bachmann        Jorgen Bachmann    Copenhagen      Denmark
Finland. . . . .  J. Bachmann        Jorgen Bachmann    Copenhagen      Denmark
Indonesia. . . .  J. Bachmann        Jorgen Bachmann    Copenhagen      Denmark
Malaysia . . . .  J. Bachmann        Jorgen Bachmann    Copenhagen      Denmark
Norway . . . . .  J. Bachmann        Jorgen Bachmann    Copenhagen      Denmark
Singapore. . . .  J. Bachmann        Jorgen Bachmann    Copenhagen      Denmark
Sweden . . . . .  J. Bachmann        Jorgen Bachmann    Copenhagen      Denmark
Thailand . . . .  J. Bachmann        Jorgen Bachmann    Copenhagen      Denmark
New Zealand. . .  MacDonald Tech.    Neil Barr          Christchurch    New Zealand
Peru . . . . . .  PCB                Pedro Colacci      Lima            Peru
Brazil . . . . .  Prodair            Michael Olteanu    Rio De Janeiro  Brazil
Taiwan . . . . .  Truth Instruments  Rick Wu            Taiwan          Rep. of China
Japan. . . . . .  Upsilon Corp.      Mickey Amemiya     California      U.S.A.
India. . . . . .  VXL Engineering    S. K. De           Faridabad       India
</TABLE>

                                                                            E-70
<PAGE>

                                    EXHIBIT D

                   MINIMUM PURCHASE AND STOCKING REQUIREMENTS

1.     Purchases  from  Christie  net of discounts = $100,000 per calendar year.


2.     Minimum  Inventory  net  of  discounts  =  $10,000  throughout  year.


                                                                            E-71
<PAGE>

                                    EXHIBIT E

                                 PRODUCT PRICES

     Product/Service                    List Price
     ---------------                    ----------
     RF80-K                             $  7,224
     DataFX                             $  1,485
     R-400                              $  6,500

     CASP/2000                          $  4,495
     CASP/1500                          $  3,495

     CASP/1200                          $  2,495
     CASP/1100                          $  1,995

     POWER  SUPPLIES
          MAGAMPS*                      Quote Only
          RECTODYNES  (EXC.  R-400)*    Quote Only

     PARTS                              Quote Only

     REPAIRS                            Quote after inspection

     RF80-H  REFURBISHMENT              $  3,000 with "Core" trade-in
     RF80-H  "CLASSIC"*                 $  4,200

     *  When  available

                                                                            E-72
<PAGE>

                                    EXHIBIT F

                                    DISCOUNTS


     Product/Service                    Discount
     ---------------                    --------
     RF80-K                             25%
     DataFX                             25%
     R-400                              10%

     CASP/2000                          25%
     CASP/1500                          25%

     CASP/1200                          25%
     CASP/1100                          10%

     POWER  SUPPLIES
          MAGAMPS                       25%
          RECTODYNES  (EXC.  R-400)     25%

     PARTS                              25%

     REPAIRS                            25%

     RF80-H  REFURBISHMENT              25%
     RF80-H  "CLASSIC"*                 25%


                                                                            E-73
<PAGE>

                                    EXHIBIT G

                           REBATE TERMS AND CONDITIONS

Annual  rebate  paid  for  growth  in purchases (net of discounts) from Christie



Base:  Average  of  prior  two  years  of  net  purchases (must exceed $100,000)
----

Growth  Volume:     Current  year  less  base
--------------

Rebate:     5%  of  growth  volume
------

Terms:     Paid  by  March  1  for  prior  calendar  year
-----

Distributor's  account  with  Christie  must be "current" for rebate to be paid.



                                                                            E-74
<PAGE>