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AG ASSOCIATES                                                     Exhibit 10.32
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                       INTERNATIONAL DISTRIBUTOR AGREEMENT


THIS AGREEMENT: made and entered into this 16th day of October, 1998, by and
between:

AG Associates, Inc. having its principal office at 4425 Fortran Drive, San Jose,
California, 95134, hereinafter referred to as "Company" and Metron Technology,
B.V., registered under the laws of The Netherlands, principal office at
Kabelstraat 19, NL-1322 AD Almere, Netherlands, hereinafter referred to as
"Distributor", agrees as follows:

1)   APPOINTMENT AND ACCEPTANCE - Company hereby appoints the Distributor as its
     authorized Distributor to sell and service the products (enumerated in
     "Section 3" hereof in the Territory (defined in "Section 2" hereof), and
     Distributor accepts the appointment and agrees to sell, promote and extend
     the sales and handle the maintenance and servicing of the Company's
     Products subject to the terms and conditions of this Agreement.

2)   TERRITORY - Distributor's Territory shall be limited to the Territory
     referenced in Exhibit A, SALES TERRITORY REPRESENTED.

     Company shall have the right, in its sole discretion, to modify Territory
     assignments upon one hundred eighty (180) days prior notice to Distributor.

     The Company retains the right to designate Exhibit G "HOUSE ACCOUNTS" which
     either shall not be eligible for Distributor sales activity and standard
     commissions, or eligible for modified compensation at the discretion of the
     Company.

3)   PRODUCTS.- The Products of Company to be sold by the Distributor shall
     include only systems and accessories and replacement parts, as listed in
     Exhibit B, PRODUCTS REPRESENTED (the "Products").

4)   PRICE AND TERMS OF PAYMENT

     a)   The price paid by Distributor for goods purchased from the Company for
          resale shall be in accordance with Exhibit C, DISCOUNT SCHEDULE,
          herewith attached and made a part hereof and the price for such goods
          as set forth in the Company's Domestic Price List.

     b)   All Product prices are based on United States (U.S.) Price List in the
          current Company Sales Handbook. The U. S. Price List may be changed
          upon sixty (60) days prior notice to Distributor.

     c)   F.0.B. shall be San Jose, California.

     d)   Terms of payment are Net Forty-Five (45) Days from shipment. Payment
          shall be made in U.S. dollars.




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     AG ASSOCIATES



5)   COMPUTATION OF DISCOUNT

     a)   "Order" shall mean a written commitment to purchase Company's Products
          placed by customer in Distributor's Territory.

     b)   In the event that a Product to be purchased by a customer outside of
          the Territory for installation in the Territory, or by a customer in
          the Territory for installation outside the Territory, Representative
          shall notify the Company. Such a purchase shall be deemed a split
          sale. The Company shall determine the compensation to be received by
          the Representatives with respect to any split sale, based on where the
          purchase contract is to be signed, the degree of involvement of the
          respective Representatives before and after the sale.

          The split of total compensation paid to all Representatives (assuming
          that the discount on list price given to a Representative acting as a
          distributor on goods purchased shall be considered "compensation" paid
          to such Representative) shall be determined in the following manner:

          i)   one third of the compensation shall be paid to the Representative
               in whose territory the technology developed and the equipment
               selection originates;

          ii)  one third of the compensation shall be paid to the Representative
               into whose territory the purchasing and negotiations are
               conducted;

          iii) one third of the compensation shall be paid to the Representative
               in whose territory the Product(s) are shipped/installed.

          Final determination of the split will be made by the Vice President of
          Sales of the Company.

6)   ACCEPTANCE OF ORDERS - All orders are subject to acceptance or rejection by
     an authorized Company officer at its home office and to the approval of
     Company's credit department. Distributor shall be responsible for all
     credit risks and collections. Distributor shall assist in collections.

     Distributor shall place purchase orders to Company in writing, specifying
     quantities, model or part number, pricing and any other pertinent
     information for each item ordered. Process and/or mechanical specifications
     to be met by Company Products must be included, when applicable and must
     have approval of an authorized Company officer prior to acceptance of
     order. Verbal orders will not be accepted.

7)   CANCELLATIONS - Cancellation of order is subject to cancellation penalty
     referred in Terms and Conditions of that order. See Exhibit F, TERMS AND
     CONDITIONS.

8)   U.S. EXPORT CONTROL - Company Products are controlled by the United States
     (U.S.) Department of Commerce (DOC), U.S. Export Administration Act. Items
     shipped to Distributor for use by Distributor or customers in the Territory
     shall not be diverted by Distributor to other customers in or outside the
     Territory in a manner contrary to U.S. Export Regulations. Distributor
     shall notify Company promptly if Distributor becomes aware of any such
     diversion by any of its customers.



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9)   DISTRIBUTOR'S OBLIGATIONS

     a)   Distributor shall maintain a place of business in the Territory, which
          shall include a service department and use its best efforts and devote
          such time as may be reasonably necessary to service, sell, and promote
          the sale of Company Products within the Territory.

     b)   Distributor will conduct all of its business in its own name.
          Distributor will pay all expenses whatever of its office and
          activities and be responsible for the acts and expenses of its
          employees.

     c)   Distributor shall maintain sufficient staff to serve the demands and
          needs of selling company products, process support, and servicing of
          Company Products. Distributor's staff shall be conversant with the
          technical language conventional to Company Products and similar
          equipment in general, and shall develop sufficient knowledge of the
          semiconductor manufacturing and research market, of Company Products
          and of products competitive with Company Products (including
          specifications, features and benefits) so as to be able to explain in
          detail to customers the differences between Company and competitive
          products.

     d)   Distributor shall maintain at its own expense an efficient
          installation and maintenance service capability, and a sufficient
          replacement part inventory to support Company Products installed in
          the Territory. Distributor shall install and warrant all Company
          Products sold by Distributor in the Territory. Such installation and
          warranty work shall be performed free of charge to customers. In the
          case where customer requests installation of Company Product by a
          Company field service engineer in lieu of Distributor, Distributor
          must request in writing that original Quotation of Company Products to
          customer be increased by an amount appropriate to cover such
          installation and operator's start-up training, or absorb cost of trip,
          including expenses. AG factory personnel will support the first
          installation of any new system type or major upgrade into the region.

     e)   Distributor shall purchase from Company and keep in its possession
          Company Products shown in Exhibit D, DEMONSTRATION EQUIPMENT, attached
          hereto, for customer demonstration use. Company agrees to grant
          Distributor a discount on purchase of Demonstration Equipment.
          Distributor shall not resell or lease Demonstration Equipment within
          twelve (12) months of its delivery without a written agreement of
          Company. Distributor shall order replacement Demonstration Equipment
          from Company at time of receipt of customer's purchase order or lease
          agreement on Demonstration Equipment. When sold, Demonstration
          Equipment will be declared as used equipment by Distributor.

     f)   During the last week of the month, Distributor shall provide Company
          with the following information regarding the potential sales of
          Company Products in the Territory. In addition to the following
          information, the Regional Manager may provide a written request of
          additional requirements.

          I.   A monthly update of the rolling six-month forecast using Company
               forms. All sales prospects including customer name, specific
               product, process and applications, status, probability of
               ordering Company Products and probable month of ordering. Also,
               lost order reports shall be submitted monthly.

          II.  In February and August, a twelve-month forecast which shall
               include the quantity of each Company Product to be ordered during
               each of the months.



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     g)   Distributor shall exhibit Company Products at appropriate trade or
          technical shows in the Territory, when approved by both parties and
          provided that Company provides appropriate equipment and/or exhibit
          materials. Shows in the forthcoming year which shall be attended by
          Distributor shall be agreed upon with the Company officer during the
          annual Distributor review.

     h)   If required by business conditions and customs of the Territory,
          Distributor shall translate at Distributor's expense Company
          advertising and promotional materials, as well as the operator and
          service manuals of Company Products into the language(s) of the
          Territory. When this Agreement is terminated, Distributor shall assign
          to Company all its rights in all such translated materials, including
          but not limited to, all related copyrights at no cost to Company and
          Distributor shall turn over to Company all translated materials and
          documentation.

     i)   Distributor shall assist Company in routinely updating the customers
          and prospect database, including customer organization charts.

     j)   Distributor shall submit a annual written report in August of
          competitive situation and functioning of Company Products in the
          Territory. Distributor shall also advise Company promptly of any new
          information concerning Company, Company Products and their sales,
          including any charges, complaints or claims about Company or Company
          Products.

     k)   Distributor shall not, without Company's prior written consent, handle
          products which, in the opinion of Company are competitive with the
          Products of Company being handled by the Distributor.

          Distributor shall notify Company whenever taking on any additional
          lines other than those now handled by the Distributor, or whenever his
          relationship is terminated with any other Manufactures which it now
          represents. A line card of companies represented will be provided with
          the August twelve (12) month forecast.

     l)   Distributor's performance may be reviewed annually by Company officer
          at the Distributor's place of business.

10)  COMPANY'S OBLIGATIONS

     a)   Company shall be solely responsible for the design, development,
          supply, production and performance of its Products.

     b)   Company shall deliver Products ordered by Distributor to the location
          directed as per Distributor's purchase order. Company shall supply its
          customer with replacement parts for service under warranty as defined
          in Section 14.

     c)   Company shall support Distributor in maintaining Company Products in
          the Territory within the published specifications. Company shall
          provide to Distributor service materials- schematics and other
          documentation which will enable Distributor to maintain Company
          Products in the Territory. Company shall guarantee that, for a period
          of not less than five (5) years after shipment of Company Product,
          Company shall continue the delivery of spare parts to the Territory on
          all orders issued by Distributor.

     d)   Company shall assist Representative in service situations where
          Representative's best efforts in handling normally occurring problems
          related to business with



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          Company Products cannot be resolved. If Company assistance is required
          in the Territory, Representative shall be responsible for all expenses
          incurred by Company employees in traveling to and in the Territory. If
          Company assistance is required on problems that are directly related
          to basic system design, the Company will be responsible for all
          expenses incurred. Company officer shall make the final determination
          on whether a problem is normally occurring or a basic system design
          problem. Company employees will visit Territory from time to time at
          Company expense on business initiated by Company.

     e)   Company shall provide reasonable quantities of promotional literature,
          such as product brochures, data sheets, application notes,
          bibliography of technical articles and article reprints, at no charge
          to Distributor for use in the Territory. Company shall also make
          available to Distributor promotional materials, such as slide and
          video tape presentations, prepared by Company for customer
          presentations and training.

     f)   Company shall provide training for Distributor sales and service
          personnel in Product features and various other aspects of Company
          Products. All training shall take place at or originate from Company
          offices during regularly scheduled training courses. Training shall be
          made at no charge to Distributor, but Distributor shall be responsible
          for travel expenses and all expenses of its employees during such
          training.

     g)   Company shall supply Distributor with a list of sales and service
          objectives and time frame for meeting the objectives.

     h)   Company shall supply Distributor with a protocol for communicating
          with AG Associates.

11)  PRICES/TERMS OF SALE - All sales to Distributor shall be at prices and upon
     terms established in the current Company Sales Handbook, and it shall have
     the right, in its sole discretion, from time to time, to establish, change,
     alter or amend price and other terms and conditions of sale providing that
     the Distributor will be informed by certified mail or facsimile at least
     sixty (60) days prior to such change, alteration, or amendment in price and
     other items and conditions. Payment shall be made in U.S. dollars. F.O.B.
     shall be San Jose, California.

     a)   Company shall furnish Distributor from time to time with copies of its
          price lists, as applicable.

          Company domestic price lists establish prices of Company Products and
          replacement parts sold to U. S. customers for installation and use in
          the United States and serve as basis for calculation of all selling
          prices. Company international price lists established prices of
          Company Products and replacement parts sold directly to foreign
          customers, or to U. S. purchasing offices of foreign customers, or to
          U. S. customers for installation and use outside of the United States,
          and serve for reference purposes of all foreign customers.

     b)   In the event of price increase, Company agrees to notify Distributor
          at least sixty (60) days in advance of the effective date of such
          price increase. Such price increase will not apply to firm orders
          placed by Distributor prior to the effective date of such treated as
          price increases, above, and shall be effective as of the date of
          notification



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          AG ASSOCIATES

          to Distributor. Distributor agrees to pass any decrease notification
          through to customers.

12)  CHANGE OF DESIGN

     Company reserves the right to change the design of Company Products or
     parts thereof at any time without notice to the Distributor. Company may,
     but shall not be obligated to, make similar changes on any Company Products
     or parts previously shipped to Distributor or to install or furnish any
     other different parts than were contained therein when shipment was made.

13)  PROPRIETARY RIGHTS

     a)   Confidential Information and Trade Secrets

          Each party agrees to use best efforts, and at least the same care that
          is used to protect its own confidential information of like
          importance, to prevent unauthorized use, dissemination and disclosure
          of other party's trade secrets and confidential information.

     b)   Company Products

          Distributor shall not, nor shall Distributor authorize or knowingly
          permit its customers to, disassemble and copy or manufacture any
          Company Product or portion thereof or parts/accessory thereto.
          Distributor shall notify Company in writing promptly if it discovers
          any infringement of Company's rights in Company Products and
          Distributor shall provide Company with all reasonable assistance, at
          Company's expense, if Company initiates legal action in the Territory
          to protect its proprietary rights in Company Products.

     c)   Third Party Claims

          Distributor shall give Company prompt notice of any third party claim
          that Company Products as supplied by Company directly infringe any
          third parity's patent, copyright or trade secret under the laws of the
          Territory



14.  WARRANTY


a)   Warranty Terms

     Company products are warranted to customer according to terms of standard
     Company warranty in effect on the date of shipment. Service warranty will
     be provided by Representative to customer within the Territory; parts
     warranty will be provided by the Company. Details of current warranties are
     detailed in "Exhibit E".

b)   Supply of Replacement Parts

     Company shall supply replacement parts ordered by Distributor for service
     under warranty at no charge, with shipping charges prepaid by Company. Such
     warranty part deliveries shall be subject to prompt return of defective
     parts to Company for warranty status determination, shipping charges
     prepaid by Customer or




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Distributor, whichever is acting as shipper. In cases when no defects are found,
or defects are judged by Company to be caused by events other than those covered
by Company warranty as set forth in this Agreement, or defective parts are not
returned to Company within thirty (30) days of replacement part shipment,
Company shall bill Distributor for the shipped replacement parts according to
terms and conditions of the Agreement.

Post-warranty service shall be provided by Distributor to its customers within
the Territory at industry rates and any parts used shall be purchased from the
Company. Distributor shall provide a price schedule to customers for all Company
Products sold in the Territory, including service and maintenance contracts.

c)   Returns to Company

     Distributor may return Company Products to Company for service. Such
     returns may be made only after issuance by Company of a Return Material
     Authorization (RMA) number. Distributor shall be responsible for all costs
     of returning Company Products to Company for warranty service, as well as
     for all costs of returning repaired Company Products to Distributor.

15.  TRADEMARK AND TRADE NAME

     Distributor agrees to use the names "Heatpulse", "Starfire", and/or
     "STEAMpulse" and Company's corporate mark, logo and all trade names and
     saying marks that Company may possess only in connection with Distributor's
     marketing of Company Products during the term of this Agreement.
     Distributor's use thereof shall be in accordance with Company's guidelines.

16.  TERM OF AGREEMENT AND TERMINATION

     This Agreement shall continue in force unless otherwise terminated. This
     agreement shall not be terminated except by the terms outlined below. With
     the exception of the termination outlined below, this agreement may be
     modified or changed in which event the Distributor will be given a one
     hundred eighty (180) day notice of change.

     This Agreement shall terminate when either party serves written notice to
     the other, by registered or certified mail, of his intention to terminate
     this Agreement upon one hundred eighty (180) days notice.

     This Agreement shall terminate immediately and automatically in the event
     of (i) the insolvency, bankruptcy, or liquidation of Distributor, (ii) the
     failure to meet Company expectations following a sixty (60) day notice, or
     (iii) the general ineligibility of Distributor to participate in U.S.
     export trade.

     Upon termination of this Agreement, Distributor shall immediately return to
     Company, or transfer to another party designated by Company, at
     Distributor's expense, all sales promotion materials and aids as well as
     any tools, equipment or other items loaned or furnished by Company to
     Distributor in the course of conducting business pursuant to this
     Agreement.

     Until and unless another Distributor is appointed by Company in and for the
     Territory, Distributor shall retain responsibility for providing warranty
     and non-warranty service for Company Products installed in the Territory.
     Distributor will also generally cooperate with




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     Company in arranging for the continuation of support for the users of
     Company Products in the Territory.

     Upon termination of this Agreement, Distributor shall promptly furnish
     Company with the complete list of installations of Company Products and all
     future prospects, including name, address and principal application(s) and
     service arrangements of each user.

     Distributor shall not represent a principal in a competitive market for a
     period of one year following notice of termination.

17.  INTERPRETATION AND ENFORCEMENT

     a)   Notices

          Any notice, request, demand, or other communication required or
          permitted hereunder shall be deemed to be properly given when mailed,
          postage prepaid, or when deposited with a public telegraph company for
          transmittal or when sent by facsimile or telex, charges prepaid,
          addressed to Company or Distributor at the address current at the time
          of notice.

     b)   Distributor Not Legal Agent

          This Agreement does not constitute the Distributor the agent or legal
          representative of Company for any purpose whatsoever. The Distributor
          is not granted any right or authority to assume or to create any
          obligation or responsibility, expressed or implied, on behalf of or in
          the name of Company or to bind Company in any manner.

          Nothing in this Agreement shall be construed to constitute the
          Distributor as a partner, employee or agent of Company nor shall
          either party have any authority to bind the other in any respect, it
          being intended that each shall remain an independent contractor
          responsible only for its own actions. Distributor shall not, without
          the Company's prior written approval, make representations or
          guarantees on behalf of the Company regarding the Company's products.

18.  COMPLETENESS OF INSTRUMENT

     This Agreement contains the entire understanding of the parties, and shall
     supersede any other oral or written agreements and shall insure to the
     benefit of Company's successors and assigns. It may not be modified in any
     way without the written consent of both parties. Distributor shall not have
     the right to assign this Agreement in whole or in part without Company's
     written consent.

19.  CONSTRUCTION OF AGREEMENT

     The validity, construction, and performance of this Agreement shall be
     governed by and construed in accordance with the laws of the State of
     California, excluding that body of law applicable to conflict of laws. In
     the event that any provision of this Agreement shall be held by a court of
     law or an arbitrator to be illegal or unenforceable, the remaining
     provisions of this Agreement shall remain in full force and effect.

     Any dispute, controversy or claim arising out of or relating to this
     International Distributor Agreement of the breach, termination or
     invalidity thereof shall be settled by





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AG ASSOCIATES

arbitration in accordance with the rules of the American Arbitration Association
as then in effect. The arbitration shall take place in the San Francisco-San
Jose, California area.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year first above written in multiple counterparts, each of which shall be
considered an original.



             DISTRIBUTOR                             COMPANY:

BY:
                                                     Derek R. Tomlinsbn
                                                     VP Sales & Marketing
TITLE:
DATE:

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                              DISTRIBUTOR AGREEMENT
                                   EXHIBIT "A"
                           SALES TERRITORY REPRESENTED


Representative's Territory shall be limited to:

West and East Europe, Israel

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                              DISTRIBUTOR AGREEMENT
                                   EXHIBIT "B"


                              PRODUCTS REPRESENTED

PRODUCT DESCRIPTION

1.   Heatpulse Refurbished Automatic Systems (when available)
2.   Heatpulse 8108 Rapid Thermal Processor
3.   Heatpulse 8800 Rapid Thermal Processor
4.   STEAMPulse Rapid Thermal Processor
5.   Starfire Rapid Thermal Processing Systems
6.   Replacement Parts and Accessories for Heatpulse Products




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                              DISTRIBUTOR AGREEMENT

                                   EXHIBIT "C"

                               COMMISSION SCHEDULE

Distributor may purchase equipment for Territory (Exhibit B, PRODUCTS
REPRESENTED) at then current published U.S. List Price in accordance with the
terms of this Agreement and as listed in the current Sales Handbook.


<TABLE>
<CAPTION>
Domestic / U.S. List Price:                            As Published
<S>                                                <C> 
Distributor Cost for Heatpulse Products:            U.S. List Price X 0.8*
Distributor Cost for Spare Parts:                   U.S. List Price X 0.855
</TABLE>

Spare parts ordered on the same purchase order as system orders are subject to
the same discount as the system.

All sales of Distributor's Preventive Service Package (PSP) shall be sold by the
Distributor to customer as an option to the Company Product, and shall not be
included in the base price of the system. Distributor sales price shall not
exceed U.S List Price.


* If Distributor uses exceptional price reductions in order to secure an order
or orders, the commission schedule may be altered downwards from US List X 0.8.
depending on the service commitment and circumstances surrounding the
negotiations. Sufficient proof of capability to provide Is' and 2nd level
escalation support as well as process support is required. AG will notify the
Distributor of this reduction prior to securing the order.



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                              DISTRIBUTOR AGREEMENT
                                   EXHIBIT "D"
                             DEMONSTRATION EQUIPMENT


None.

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                              DISTRIBUTOR AGREEMENT
                                   EXHIBIT "E"
                               HEATPULSE WARRANTY'


Company products are warranted to customer according to terms of standard
Company warranty in effect on the date of shipment. Warranty shall be for
fifteen (15) months effective from date of shipment unless stated otherwise in
purchase order. See Exhibit F, TERMS & CONDITIONS.

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AG ASSOCIATES


                              DISTRIBUTOR AGREEMENT
                                   EXHIBIT "F"
                              TERMS AND CONDITIONS



See attached.

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TERMS AND CONDITIONS OF SALE

1)   SCOPE

          The following terms and conditions (Term's & Conditions of Sale") and
     any liability hereto expressly apply to and limit the liability of AG
     Associates (Seller) for all quotations, orders, acceptances, sales and
     deliveries by Seller. No terms and conditions or other understandings,
     whether oral or written, in any way purporting to vary the Terms &
     Conditions of Sale shall be binding on Seller unless stated in a writing
     signed by a duly authorized officer of Seller. Any provisions or conditions
     of Buyer's order form which are in any way inconsistent with or in addition
     to the Terms & Conditions of Sales (except those provisions specifying
     quantity, describing the items ordered and shipping instructions only)
     shall not be deemed an acceptance of such term or condition or binding on
     Seller and shall not apply to sales hereunder. Seller's failure to object
     to any term or condition contained in any communication from Buyer shall
     not be deemed an acceptance of the Terms & Conditions of Sale.

2)   QUOTATIONS, ORDERS, ACCEPTANCES

          A quotation is Seller's offer to sell, expressly conditioned upon
     Buyer's agreement to the Terms & Conditions of Sale by a written
     acknowledgment by implication or by acceptance of or payment for goods
     ordered hereunder. A quotation is valid for thirty (30) days from the date
     indicated thereon (unless specifically indicated otherwise) after which
     date Seller reserves the right to change it in any and all respects.
     Stenographic and clerical errors are subject to correction at all times.

          The Terms & Conditions of Sales are included in an order
     acknowledgment sent to Buyer upon receipt of an order. All orders for
     shipment from an entity located outside the United States must be
     accompanied by a confirmed, irrevocable letter of credit drawn on an United
     States bank acceptable to Seller. All orders are subject to final
     acceptance by Seller at its home office in San Jose, California. Seller's
     acceptance of Buyer's order is expressly conditioned upon Seller's assent
     to any terms contained in this acceptance different from or in addition to
     the terms stated in Buyer's order.

3)   CANCELLATION

          Cancellation by Buyer of firm orders for all standard systems and
     components are subject to a 25% cancellation charge. Cancellation by Buyer
     of firm orders received for all systems and/or components manufactured to
     Buyer's SPECIFICATIONS (CUSTOM SYSTEMS) will be SUBJECT TO the cancellation
     charges as set forth in Seller's quotation, but in no case shall be less
     than 25%.

          The Buyer acknowledges that the amount of damage sustained by Seller
     is a result of Buyer's cancellation in breach hereof would be impractical
     or extremely difficult to fix, and that the charge set forth hereunder for
     cancellation are reasonable under the present circumstances. In addition to
     collection of cancellation charges as liquidated damages as set forth
     hereunder. Seller shall have available all remedies at equity and law in
     the event Buyer cancels an order hereunder. I AAI:~6

          Quoted prices for goods do not include sales, use excise or similar
     taxes. Unless otherwise agreed to be Seller, Buyer hereby assumes all
     responsibility for and agrees to pay and hold Seller harmless from any and
     all such sales, use, excise or other taxes or assessments imposed by any
     federal, state or local governmental authority upon the transactions
     covered hereby, whether or not such items appear on any invoice submitted
     by Seller.

5)   TERMS OF PAYMENT

          Unless otherwise agreed to in writing by Seller, payment shall be due
     net thirty (30) days after shipment of goods. If there is to be more than
     one shipment hereunder, pro rata payment shall become due thirty (30) days
     after each such shipment without regard to other deliveries. Time of
     payment is of the essence. All payments shall be in U.S. funds. Interest at
     the maximum rate permitted by law may be added to any overdue amounts owed
     to Seller.

          If in the opinion of Seller, the financial condition of Buyer at any
     time does not justify continuance of production or shipment on the terms or
     payment previously specified, Seller may, in its sole discretion, require
     full or partial payment in advance. If Buyer becomes insolvent, or
     BANKRUPTCY or other debtor's relief proceedings are instituted by or
     against Buyer, or Buyer makes an assignment for the benefit of creditors or
     is unable to meet its obligations as they become due, any such event shall
     be deemed a material default hereunder, entitling Seller to cease
     performance under this order and to avail itself of all legal and equitable
     remedies it may have against Buyer.

          If the date of shipment of goods is delayed beyond the date specified
     in the purchased order or contract of sale at the request of Buyer for any
     reason, the full payment may, at the sole discretion of Seller, become due
     UPON EXPIRATION of thirty (30) days after the shipment date specified in
     the PURCHASE ORDER or contract of sale.

          For goods manufactured to Buyer's specifications, unless stated
     otherwise, Buyer shall make an initial payment of not less than 25% of the
     purchase price with progress payments and final payments to be made
     according to a mutually agreed upon written schedule.

6)   DELIVERY, RISK OF LOSS, SHIPMENT DATES

          Tide to shipments will pass to the Buyer upon acceptance by the
     carrier. All risk of loss for the goods passes to Buyer when the goods are
     delivered to the carrier fob. point of shipment. In all cases, risk of loss
     or damage to any goods in transit shall fall upon Buyer, whose
     responsibility it shall be to file claims with the carriers, who will be
     deemed Buyer's agents. Seller accepts no responsibility and shall not be
     responsible for any claims filed with it. Unless Seller receives specific
     instructions from Buyer, Seller will exercise its own discretion in
     selecting the method of shipment. Shipment dates specified by Buyer or
     Seller shall be approximations only and Seller shall incur no liability
     whatsoever for failure to ship on such dates. Shipment dates are the date
     of shipment from the point of manufacture. Seller reserves the fight to
     make deliveries of goods in installments. All prices are net and do not
     include any transportation or insurance costs, which will be separately
     invoiced and paid by Buyer.

7)   SUBSTITUTION

          Seller reserves the fight to make changes in details of design or
     construction which in its opinion constitute an improvement over goods
     ordered, provided the purchase price shall not be increased thereby.

8)   SUBCONTRACTING, CHANGES OF SOURCES

          Seller reserves the right in its sole discretion to subcontract any or
     all of the work to be performed hereunder or change sources of material.

9)   DEFAULT BY BUYER.

          In the event of default by Buyer. Seller may decline to make further
     shipments without in any way affecting Seller's rights hereunder. If,
     despite any default by Buyer, Seller elects to continue to make shipments,
     Seller's action shall not constitute a waiver or any default by Buyer or in
     any way affect Seller's remedies.

10)  NON-CONFORMITY OF GOODS

          In the absence of written notice by Buyer to the contrary, all goods
     will be deemed accepted by Buyer within thirty (30) days after receipt.
     Buyer may reject goods or revoke its acceptance of goods in the event of
     material, specification or process non-conformity, provided Seller is
     notified in writing within thirty (30) days of Buyer's receipt of the
     goods. Seller retains the right to correct any non-conformity in accordance
     with the Warranty provisions of Paragraph II below. No term or condition
     stated herein shall alter the terms or conditions of payment.

11)  LIMITED WARRANTIES

          Except as stated below, Seller warrants that the components of the
     Heatpulse product systems whether manufactured by Seller or another
     manufacturer: remedy for breach of this warranty, during the Warranty
     period (as defined below), Seller or its authorized service agent will
     repair or replace, without charge, any component or assembly of components
     that is found by Seller to be defective in material or workmanship. The
     Warranty Period shall begin on the shipment date and end (i) fifteen months
     from the date of shipment in all new Heatpulse systems, (ii) ninety days
     from date of shipment for all new spare component parts. Seller warrants
     the tungsten halogen lamps unconditionally for 3 years from the date of
     shipment. The warranties contained in this section I I extend only to the
     original use purchaser. This warranty DOES NOT apply to the following:

     a)   To any Heatpulse product where the product has been misused, abused or
          used in an application for which it was not designed and or specified.

     b)   To defects or damage occurring as a direct or indirect result of the
          use of any unauthorized replacement part or the performance of any
          maintenance or service by any one other than an authorized service
          agent supplied by Seller.

     c)   Consumables that are a component part of the Heatpulse product. No
          goods shall be returned to Seller for warranty adjustment without

     prior authorization from Seller. Warranty labor will be provided during
     normal business hours of 8:00am to 5:00pm, Monday through Friday. In order
     to honor the 15 month warranty for Heatpulse systems, the customer is
     required to perform the recommended preventive maintenance (PM) on the
     system. AG Associates will perform PM training during system start-up.

          Any products returned pursuant to Seller's authorization will be
     shipped to Seller's plant by Buyer at Buyer's expense for Seller's
     confirmation of defective goods. Seller will pay return freight if it is
     determined that the adjustment is covered under the warranty.



                                    Page 16
<PAGE>   17

          SELLER MAKES NO WARRANTIES, EXPRESSED OR IMPLIED OTHER THAN THOSE
     STATED ABOVE. SELLER EXCLUDES AND BUYER HEREBY WAIVES, TO THE EXTENT
     PERMITTED BY LAW, ANY AND ALL IMPLIED WARRANTIES, INCLUDING (BUT NOT
     LIMITED TO) THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
     PARTICULAR PURPOSE.

          No employee or representative of Seller is authorized to change or
     otherwise grant any warranty other than the standard warranty stated above.
     No affirmation, representation, promise or warranty concerning the
     Heatpulseproduct or its use in any process shall be binding upon Seller
     unless such affirmation, representation, promise or warranty is stated in
     writing, signed by an officer of Seller prior to acceptance or Buyer's
     purchase order.

          Buyer's sole and exclusive remedy for the breach of any warranty
     concerning the Heatpulse product or its components or parts shall be repair
     or replacement of the defective part or component. Seller shall determine
     whether to repair or replace the goods.

12)  LIABILITY OF SELLER

          IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR TO ANYONE ELSE FOR
     INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING, BUT NOT
     LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF GOODS, COST OF SUBSTITUTED
     FACILITIES, EQUIOPMENT OR SERVICES, OR PERSONAL INJURY DAMAGES, WHICH ARISE
     OUT OF OR IN CONNECTION OF THE SALE, USE OR PERFORMANCE OF GOODS DELIVERED
     HEREUNDER, WHETHER THE CLAIM IS IN CONTRACT WARRANTY, TORT, PRODUCTSL
     LIABILITY OR OTHERWISE. IN NO CASE SHALL THE LIABILITY OF THE SELLER EXCEED
     THE ACTUAL COST OF THE GOODS DELIVERED BY SELLER PURSUANT TO AN ORDER BY
     BUYER.

13)  INFRINGEMENT INDEMNITY

          Seller expressly disclaims any liability to Buyer for infringement by
     the goods furnished hereunder of any patent, trademark, copyright or data
     rights. In no event shall Seller have any liability to Buyer, its
     successors, assigns, agents, customers or users for losses or damages,
     (including royalties for semiconductor chip products), including costs and
     expenses (including attorneys' fees), which may be incurred on account of
     any suit, claim, judgment or demand involving an infringement or alleged
     infringement of any patent rights in the use or disposition of goods
     supplied hereunder.

          With regard to goods made to the order of Buyer's designs,
     specifications or instructions, Buyer shall indemnify, defend and hold
     Seller harmless against any damage, cost, loss, or expense, including
     reasonable attorneys' fees, resulting from any claim, suit, or proceedings
     brought by any person or entity for infringement of patents, copyrights,
     trademarks, trade names, proprietary rights or for unfair competition
     arising from Seller's compliance with Buyer's designs, specifications or
     instructions. this provision states the entire rights of the Buyer and the
     entire obligation of the Buyer and Seller regarding infringement and shall
     survive expiration or termination of this agreement.

14)  INFORMATION

          Drawings, data, designs, inventions, computer software and other
     technical information supplied by Seller to Buyer shall remain Seller's
     property and shall be held in confidence by Buyer. Such information shall
     not be reproduced used or disclosed to others by Buyer without Seller's
     prior written consent and shall be returned to Seller upon demand. Any
     information which Buyer may disclose to Seller with respect to use of the
     goods covered by this order shall be deemed to have been disclosed as part
     of the consideration for this order and Buyer shall not assert any claim
     against Seller by reason of Seller's use thereof.

15)  TRADEMARK

          Buyer shall not, without the express advance written permission of
     Seller, permanently or temporarily affix either the trademark or the trade
     name of Seller to any products manufactured by Buyer or any advertising
     pertaining to such products. Buyer shall not remove or modify any
     trademark, trade name, trademark notices, trade secret notices or copyright
     notices or any proprietary or confidential legends, labels, notices and
     markings placed on any goods manufactured by Seller or on any materials
     related to such goods.

16)  UNITED STATES EXPORT LAWS.

          Sales of goods by Seller and any subsequent resale or rexport of the
     goods are subject to and conditioned upon compliance with the U.S. Export
     Administration Act (the "Act") and the applicable regulations thereunder,
     as well as any other laws of the United States related to the export of
     commodities and technical data. Upon request of Seller, Buyer shall obtain
     all U.S. export licenses required to export the goods and technical data
     and approvals for resale and re-export. Buyer may not, directly or
     indirectly, export or re-export the goods or any technical data relating to
     the goods or any direct product of the foregoing to any person, except in
     strict compliance with the Act and other applicable U.S. laws.

17)  FORCE MAJEURE

          Seller shall not be liable for delay in delivery or failure to deliver
     or failure to perform due to any cause beyond Seller's reasonable control,
     including (but not limited to ) fire, explosion, flood, riot, strike or
     other differences with workers, shortage of utilities, facilities,
     materials or labor, trade embargo, transportation delay, break down or
     accident, acts of God or the public enemy, compliance with or other action
     taken to carry out the intent or purposes of any law or regulation, act of
     Buyer, acts of civil or military authority, or war.

18)  GOVERNING LAW

          The validity, construction and performance of the Terms & Conditions
     of Sale shall be governed by and construed in accordance with the laws of
     the State of California, excluding that body of law applicable to conflict
     of laws. In the event that any provision of the Terms & Conditions of Sale
     or the application of any such provision shall be held by a court of law to
     be unenforceable, the remaining provisions of the Terms & Condition of Sale
     shall remain in full force and effect.

19)  ASSIGNMENT.

          Buyer shall not have the power or the right to assign any quotation or
     order or any interest therein or any rights thereunder without the prior
     written consent of Seller.

20)  ENTIRE AGREEMENT.

          This document and any attachments and documents specifically referred
     to herein constitute the entire agreement between Buyer and Seller and
     supersede all prior representations, understandings and agreements as to
     the subject matter hereof No other document, including Buyer's purchase
     order, shall be part of this agreement, even if referred to, unless
     specifically agreed to by Seller in writing by an authorized officer of
     Reseller notwithstanding the foregoing, the provisions here of conflict 
     with the provisions of a distribution or sales representative agreement 
     entered into between Buyer and Seller pertaining to the goods covered 
     hereby, the terms of such distribution or sales representative agreement 
     shall prevail to the extent of the conflict. No right that the Seller has 
     hereunder may be waived or modified except by Seller in writing. A waiver 
     by Seller of any default or failure to comply with the Terms & Conditions 
     of Sale shall not be deemed to be a continuing waiver and shall apply 
     solely to the instant to which the waiver is directed.

21)  ARBITRATION.

          Any dispute, controversy or claim arising out of or relating to the
     Terms & Conditions of Sale or the breach, termination or invalidity thereof
     shall be settled by arbitration in accordance with the rules of the
     American Arbitration Association as then in effect. The arbitration shall
     take place in the San Francisco - San Jose, California area.



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<PAGE>   18

AG ASSOCIATES



                              DISTRIBUTOR AGREEMENT
                                   EXHIBIT "G"
                                 HOUSE ACCOUNTS



Intel, all domestic Fabs. IBM, all domestic Fabs.

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<PAGE>   19


AG ASSOCIATES


                              DISTRIBUTOR AGREEMENT
                                   EXHIBIT "H"
                             EXCEPTIONS TO STANDARD
                                    CONTRACT


Exception to Item 4: PRICE AND TERMS OF PAYMENT

Payment terms are net 45 days from date of shipment.

Exception to Item 9: DISTRIBUTORS OBLIGATIONS

Monthly update of the rolling six-month forecast may be submitted using Metron's
format provided it contains the required information.

Distributor shall establish a central support location to act as the focal point
for AG Customer Support and Field Applications.

Distributor shall establish as part of the support organization a single AG
Product Manager for the AG territory.

Distributor shall establish a applications/process support position to work with
the Product Manager for the territory.

Exception to Item 10: COMPANY'S OBLIGATIONS

Company shall guarantee that, for a period of not less than seven (7) years
after shipment of Company Product, Company shall continue the delivery of spare
parts to the Territory on all orders issued by the Distributor.

AG Associates will accept the return of non-obsolete spare parts for up to 12
months following parts delivery, with the exception of custom ordered parts. AG
Associates will refund the purchase price less 15% restocking fee. Metron must
provide the original purchase order number in order to receive any refund. Parts
must be returned unused in their original packaging. Parts older than 12 months
will be accepted on a case by case basis at a refund value to be determined upon
request. At distributors request, AG Associates will review Distributor's
inventory to update inactive/ obsolete status.

Exception to Exhibit C: COMMISSION/DISCOUNT SCHEDULE

In the event that a customer places an order with AGA directly (such as Intel or
IBM) AG will compensate Metron for after sales support. Compensation will be
negotiated on an individual basis, with a target 20% compensation.

Negotiations carried out in USA by Company personnel may lead to distributor
discount reduction from 3.5% to 7%, depending upon Company involvement in
negotiation.

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