<PAGE>
EXHIBIT 10.15

                                 DEERE & COMPANY

                                       AND

                              STANADYNE CORPORATION

                           [JOHN DEERE POWERTECH LOGO]





                               LONG TERM AGREEMENT
<PAGE>
SCOPE:   The scope of this agreement covers current products purchased from
         Stanadyne Corporation.  The products in-scope are the current DB rotary
         mechanical products, fuel filtration products, standard and RSN pencil
         injection nozzles, DE10 pumps and the Series 250 Fuel Injection system.

         [**]

I)       RECITALS

    A)   BUSINESS OF DEERE & COMPANY. DEERE & COMPANY and its affiliated
         corporate entities own and operate various facilities throughout North
         America for the manufacturing and sale of machinery and equipment used
         in agriculture, construction, and commercial-residential lawn-garden
         care. For purposes of this Agreement, the term "North America" means
         the geographical territory encompassed by the United States, Mexico,
         and Canada.

    B)   BUSINESS OF STANADYNE CORPORATION. STANADYNE CORPORATION, a wholly
         owned subsidiary of Stanadyne Automotive Holding Corp., owns and
         operates design and manufacturing facilities for precision engine
         components including injection equipment and hydraulic lash
         compensating devices located in Windsor, Connecticut.

    C)   OBJECTIVES. This Agreement covers the purchase of the items listed in
         the Appendix(ces) attached hereto and incorporated herein by reference
         (hereafter "Parts") for use within Deere & Company's "John Deere Power
         Systems" division. This Agreement and Appendices are valid regardless
         of location of manufacture of the Parts or the location of use of the
         Parts. The parties may amend this Agreement (including any Appendices)
         by mutual written agreement.

II)      PARTIES

    A)   This LONG-TERM AGREEMENT ("Agreement") is entered into and effective
         the first day of November 2001 by and between STANADYNE CORPORATION, A
         DELAWARE CORPORATION WITH ITS PRINCIPAL PLACE OF BUSINESS AT WINDSOR,
         CONNECTICUT, USA ("STANADYNE") and DEERE & COMPANY ("DEERE"), a
         Delaware corporation with its principal place of business at Moline,
         Illinois, acting through its business unit:

           JOHN DEERE ENGINE WORKS                          Attachments: A
           3801 West Ridgeway Avenue                        B, D and G
           P.O. Box 5100
           Waterloo, Iowa 50704-5100
           USA

    B)   The following other corporations affiliated with DEERE can enter into
         this Agreement by issuing a purchase order for the Parts listed in the
         corresponding Appendix:

           JOHN DEERE CONSTRUCTION & FORESTRY EQUIPMENT COMPANY
           BUSINESS UNIT:  JOHN DEERE DUBUQUE WORKS        Attachments: A, B, D
           18600 South John Deere Road                     and G
           Dubuque, IA  52001-9757
           USA

           USINE DE SARAN                                  Attachments: A, C,
           BP 13 - La Foulonnerie                          E, and F
           45401 - FLUERY-LES-AUBRAIS Cedex
           FRANCE



[**] Information redacted pursuant to request for confidential treatment.


                                      -2-
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           MOTORES JOHN DEERE S.A. DE C.V.                 Attachments: A, B, D
           Carretera A mieleras KM 6.5 S/N                  and G
           C.P. 27400
           Torreon Coahuila Mexico

           INDUSTRIAS JOHN DEERE ARGENTINA, S.A.           Attachments: A, B, D,
           Casilla de Correo 80                                    and G
           2000 Rosario
           Sante Fe, Argentina

           FUNK MANUFACTURING COMPANY                      Attachments: A, B, D,
           Hwy 169 N. Industrial Park                              and G
           P.O. Box 577
           Coffeyville, KS 67337

           REGEN TECHNOLOGIES                              Attachments: A, D,
           4500 Mustard Way                                        and G
           Springfield, MO 65803

         (individually a "DEERE AFFILIATE" and collectively the "DEERE
         AFFILIATES"). The terms of this Agreement shall apply to the purchase
         of Parts by any DEERE AFFILIATE unless the DEERE AFFILIATE and
         Stanadyne Corporation agree otherwise. The purchase order should
         reference this Agreement and will act as a signature of the DEERE
         AFFILIATE accepting the terms of this Agreement. By that the parties
         mean, the term "DEERE" shall apply to the "DEERE AFFILIATE" as to the
         sale itself (electronic data interchange, delivery, payment, quality,
         confidentiality, etc). DEERE shall retain primary responsibility for
         administering this Agreement (the "Achieving Excellence" provision,
         cost and price management, etc.).

    C)   By mutual agreement of DEERE and Stanadyne Corporation, this Section
         may be amended to include other affiliated corporations and strategic
         business units of DEERE.

III)     TERM

         The initial term of this Agreement will be for the period beginning
         November 1, 2001 through and including October 31,2006. This agreement
         shall supercede all previous agreements. This agreement will not
         automatically be renewed, but may be renewed by mutual written
         agreement by the Parties.

IV)      GENERAL BUSINESS ISSUES

         DEERE's standard terms and conditions are described on the DEERE
         Purchase Order. Where the terms and conditions described on the DEERE
         Purchase Order conflict with the terms of this Agreement, the terms of
         this Agreement shall prevail. (The standard terms and conditions are
         described on the DEERE AFFILIATE's purchase order. Where the terms and
         conditions described on the DEERE AFFILIATE's Purchase Order conflict
         with the terms of this Agreement, the terms of this Agreement shall
         prevail.)

    A)   [**]

    B)   STANADYNE CORPORATION agrees to provide DEERE reasonable access to
         their facilities for observation of quality, manufacturing processes,
         and assessment of processes related to the production of Parts.

    C)   It is agreed that no press release, public announcements, confirmation
         or other information regarding supply orders under this Agreement for
         the Parts, or the fact that negotiations for new Parts or increased
         quantities for existing orders are occurring, will be made by STANADYNE
         CORPORATION without the prior written approval of DEERE or DEERE
         without the prior written approval of STANADYNE CORPORATION.


[**] Information redacted pursuant to request for confidential treatment.



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    D)   Either party may assign the rights and duties under this Agreement,
         either in whole or in part, only with the prior written consent of the
         other party.

    E)   STANADYNE CORPORATION agrees to communicate and work together to send
         and receive all current and future Electronic Data Interchange (EDI)
         transactions deemed necessary by DEERE for both production and service
         Parts requirements.

    F)   STANADYNE CORPORATION and DEERE agree that volumes are based on past
         usage and projected market forecasts. No minimum quantities of annual
         production of Parts or minimum purchase quantities are implied herein,
         and no penalties shall be imposed on DEERE for volumes of Parts
         actually ordered by DEERE below those quantities forecasted.

    G)   STANADYNE CORPORATION will provide written notification one hundred
         eighty (180) days prior to any change in the manufacturing location for
         the Parts of this Agreement. Any change in manufacturing location will
         require a new PPAP for the Parts. STANADYNE CORPORATION agrees to cover
         all costs associated with the relocation and requalification process.

    H)   THE PARTIES must maintain new program schedules and target costs for
         new business activities including those that may be added to this
         agreement by mutual consent of the Parties. If Stanadyne fails to
         perform to the agreed schedules target costs, quality, and or delivery,
         Deere may, at its discretion, remove the affected products from within
         the scope of this agreement and or dual source components
         parts/production provided Deere did not contribute/cause to the
         failure. If Deere decides to remove products from the scope of this
         agreement due to Stanadyne's failure to perform to the agreed schedules
         and target costs, quality, and or delivery, Stanadyne and Deere shall
         negotiate settlement for such failure.

V)       ACHIEVING EXCELLENCE

         STANADYNE CORPORATION will strive to meet or exceed all DEERE
         "Achieving Excellence" (or "AE") requirements to reach and maintain
         "Partner" status. The AE criteria may be found under the John Deere
         Achieving Excellence web page.

VI)      COMPETITIVE CLAUSE

         In the spirit set forth in the recitals of this Agreement, the parties
         recognize that continuing to be competitive in price, performance,
         delivery, reliability, quality and technology is essential for this
         long-term association to exist. [**]

VII)     PAYMENT

         Payment terms shall be 30 days from Deere's receipt of the material.
         Receipt and payment shall not constitute acceptance.

         In the case of disputed invoices, Deere shall pay the amount not in
         dispute pursuant to the terms provided above. Deere shall not be
         obligated to pay the amount in dispute until the dispute is resolved.
         No late payment charges will be assessed against the amount in dispute
         during the period of the dispute.

         Payment for, or passage of title to, Products shall not constitute
         acceptance thereof.

VIII)    COST/PRICE MANAGEMENT

    A)   [**]


    B)   The cost reduction activities will be tracked using the John Deere Cost
         Reduction Opportunity Process, JD CROP.

    C)   [**] Part prices for items no longer in current production will be
         determined using current practices to include special packaging,
         reduced lot sizes, special delivery etc.





[**] Information redacted pursuant to request for confidential treatment.


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    D)   STANADYNE CORPORATION agrees to participate in the John Deere Power
         Systems ("JDPS") Supplier Development ("SD") Team Program to reduce
         cost of products supplied to DEERE. If STANADYNE CORPORATION is in
         compliance with Section V, all SD Program reductions realized will be
         shared equally between DEERE and STANADYNE CORPORATION. If DEERE
         determines that STANADYNE CORPORATION is not globally competitive and
         therefore not in compliance with Section V, however, STANADYNE
         CORPORATION agrees to pass 100% of cost reductions realized to DEERE
         until such time as they are in compliance.

IX)      TOOLING/CAPITAL

    A)   All tooling, jigs, fixtures and associated manufacturing equipment
         necessary for the successful production and testing of the Parts for
         which DEERE pays STANADYNE CORPORATION in full will remain the
         exclusive property of DEERE. STANADYNE CORPORATION assumes all
         liability for any loss, damage, and/or shortage for STANADYNE
         CORPORATION's failure to return such property, including equipment, to
         DEERE upon request. STANADYNE CORPORATION shall promptly notify DEERE
         of any such loss, damage and/or shortage. Such tooling items must be
         identifiable or labeled as "Property of Deere". Furthermore, all
         tooling owned by DEERE must be used exclusively for the manufacture of
         Parts for DEERE. STANADYNE CORPORATION will perform normal maintenance,
         at STANADYNE CORPORATION's expense, for the duration of this Agreement.

    B)   Tooling developed for the production of the Parts will conform to
         DEERE's product development guidelines. It is expected that STANADYNE
         CORPORATION will exercise due care and judgment in the design,
         specification, and building, or supervision of building, of all tooling
         in such a way to maximize production efficiency and minimize cost.
         STANADYNE CORPORATION shall submit first piece inspection parts
         produced on the tooling in accordance with AIAG (Automotive Industry
         Action Group) Publication, Production Part Approval Process or other
         approved method, prior to DEERE making final payment for the tooling.
         DEERE will provide an approved purchase order before tooling production
         will begin. DEERE may, at its option; see detailed tooling documents,
         invoices, and/or tooling orders prior to issuing its approval for
         payment of tooling. If DEERE does not pay tooling costs, STANADYNE
         CORPORATION may choose to fully fund tooling, or tooling costs may be
         amortized as mutually agreed upon by both parties in writing. If
         STANADYNE CORPORATION pays for tooling and amortizes cost to DEERE,
         upon completion of amortization DEERE shall own the tooling. Such
         tooling shall be subject to the Master Bailment agreement attached at
         Appendix G if DEERE terminates the contract for breach before the
         completion of amortization, DEERE has the right to purchase tooling for
         the unamortized amount.

    C)   Prices for new tools will have been negotiated between both parties
         before the time of the engineering release. STANADYNE CORPORATION will
         submit a Quote for all new tools.

X)       NEW BUSINESS

         DEERE shall negotiate with STANADYNE CORPORATION in good faith with
         regard to placing new production business for DEERE with STANADYNE
         CORPORATION if, in DEERE's opinion, STANADYNE CORPORATION is
         competitive in price, performance, program management, timing,
         delivery, reliability, technology, and quality with other manufacturers
         of any such Parts. Both DEERE and STANADYNE CORPORATION shall work
         together to develop target costs and establish the lowest possible cost
         of any new Parts. STANADYNE CORPORATION agrees to provide all
         price/cost submissions with full cost transparency throughout the
         iterative design process. The degree of detail will be negotiated
         between STANADYNE CORPORATION and DEERE. Tooling and production lead
         times shall also be specified in the quotation. Nothing in this Article
         shall be construed as an obligation on the part of DEERE to develop or
         purchase any parts other than those Parts covered by this Agreement.
         STANADYNE CORPORATION will submit a complete John Deere Part Quotation
         form for all new and newly quoted parts.




[**] Information redacted pursuant to request for confidential treatment.


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XI)      QUALITY AND WARRANTY

    A)   STANADYNE CORPORATION agrees to maintain an acceptable quality system
         as defined by John Deere Standard G223, "Supplier Quality Manual". Poor
         quality performance on the part of STANADYNE CORPORATION can be grounds
         for the withdrawal of products specified in this Agreement as
         previously outlined in Article V.

    B)   DEERE will notify STANADYNE CORPORATION of any discrepant material.
         STANADYNE CORPORATION will instruct DEERE to scrap, rework, or return
         rejected materials. STANADYNE CORPORATION will be billed for the
         inbound freight, return freight, rework charges and/or scrap charges
         and any handling charges that apply, as applicable based on STANADYNE
         CORPORATION's instructions. Prior to disposition, discrepant material
         will be available, for a reasonable time, for inspection and sorting by
         STANADYNE CORPORATION.

    C)   The warranty for DEERE (and any participating DEERE AFFILIATE) is
         conveyed by Stanadyne's Standard Warranty terms as attached in
         attachment K. In the event of STANADYNE CORPORATION's Part failure due
         to a nonconformity that results in an extraordinarily high failure rate
         or that causes DEERE to issue an authorized field change or safety
         recall, STANADYNE CORPORATION will reimburse DEERE for reasonable
         administrative expenses mutually agreed on by both parties including,
         but not limited to, Parts Operations and Reliability and Quality
         expenses. Both parties agree and recognize that not all parts or
         product can be returned when requested. If the part cannot be returned,
         DEERE and STANADYNE will discuss in good faith the disposition and
         agree on settlement.

    D)   If DEERE agrees to reimburse customer from Part failure due to
         defective material or workmanship beyond the standard warranty period
         in order to maintain good will and customer satisfaction, STANADYNE
         CORPORATION agrees to negotiate in good faith with DEERE regarding the
         reimbursement of DEERE for these expenses on a case-by-case basis.

XII)     TECHNICAL SUPPORT

    A)   STANADYNE CORPORATION will provide at no additional cost to DEERE such
         design and design qualification assistance, manufacturing assistance,
         technical and field support as reasonably required by DEERE.

    B)   Any designs, patents or other proprietary information relating to a
         product developed under this Agreement shall be owned by:

         1)  DEERE, if conceived by DEERE personnel;

         2)  DEERE and STANADYNE CORPORATION jointly, if conceived by DEERE and
             STANADYNE CORPORATION personnel;

         3)  STANADYNE CORPORATION, if conceived by STANADYNE CORPORATION
             personnel.

    C)   Each company reserves the right to apply for patents for items for
         which that company has rightful ownership. Prior notification of intent
         to apply for such patents must be given to the other party. For items
         of co-ownership, DEERE and STANADYNE CORPORATION will apply for patents
         jointly.

    D)   If DEERE design inspires other patented design changes that allow
         STANADYNE CORPORATION an opportunity to sell product to competitors,
         royalties will be negotiated.

XIII)    PACKAGING

    A)   STANADYNE CORPORATION shall deliver all Parts in packaging that
         complies with DEERE's packaging specifications and other special
         packaging requirements. DEERE is responsible for conveying Part
         packaging specifications to STANADYNE CORPORATION.



[**] Information redacted pursuant to request for confidential treatment.


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    B)   Returnable Containers: If DEERE requires returnable containers,
         container and transportation costs therefore will be negotiated in good
         faith between DEERE and STANADYNE CORPORATION. If DEERE and STANADYNE
         CORPORATION agree that returnable containers were not available when
         STANADYNE CORPORATION needed to ship product and STANADYNE CORPORATION
         ships in disposable packaging, DEERE agrees to pay the additional cost
         of this packaging and additional labor as negotiated.

XIV)     SERVICE PARTS AVAILABILITY

    A)   Upon termination or expiration of this Agreement, DEERE shall have the
         opportunity for a one-time buy of Parts by DEERE to fulfill such
         service and replacement requirements. DEERE and STANADYNE CORPORATION
         shall negotiate in good faith with respect thereto.

    B)   STANADYNE CORPORATION will maintain the capability, including tool
         maintenance, to provide interchangeable parts and components for a
         period of no less than 15 years from the last date the production
         component is supplied to DEERE.

XV)      REIMBURSEMENT FOR NON-PERFORMANCE BY STANADYNE CORPORATION

    A)   STANADYNE CORPORATION acknowledges that DEERE requires on-time delivery
         in order to operate its plants. The parties further acknowledge that
         the precise amount of damages which DEERE would sustain in the event
         STANADYNE CORPORATION were to fail to make timely or conforming
         deliveries of Parts would be difficult to determine. Therefore, the
         parties agree that STANADYNE CORPORATION shall be responsible for any
         and all damages resulting from STANADYNE CORPORATION's failure to make
         timely or conforming deliveries of Parts, including, but not limited
         to, mutually agreed upon costs DEERE incurs for the correction of Parts
         with quality problems and mutually agreed upon costs DEERE incurs in
         connection with DEERE's machining and/or assembly line downtime.
         STANADYNE CORPORATION will advise DEERE as soon as practical of any
         apparent imminent problem and the parties will mutually use their best
         efforts to avoid any actual machining and/or assembly line downtime.
         STANADYNE CORPORATION shall not be responsible for the above damages if
         such out-of-order (late) delivery or non-delivery results from a cause
         beyond STANADYNE CORPORATION's reasonable control without fault or
         negligence, provided that STANADYNE CORPORATION has informed DEERE as
         soon as practical of the problem, except that it is expressly
         understood that a failure by STANADYNE CORPORATION to perform resulting
         from a strike, lockout or labor difficulty of STANADYNE CORPORATION
         shall not be excused and STANADYNE CORPORATION shall treat DEERE as a
         preferred customer and as such DEERE schedules are to be given
         priority.

    B)   STANADYNE CORPORATION shall not be responsible for assembly line
         downtime charges for delinquent delivery resulting from schedule
         changes by DEERE's unforeseen manufacturing difficulties.

    C)   DEERE acknowledges the importance of providing quoted lead times to
         STANADYNE CORPORATION's ability to provide on time delivery. STANADYNE
         CORPORATION will not be held responsible for meeting delivery dates on
         firm orders placed inside quoted lead times. DEERE will advise
         STANADYNE CORPORATION as soon as possible of any potential order
         cancellations within quoted lead times. The parties will mutually use
         their best efforts to avoid building any unnecessary inventory. DEERE
         will be responsible for finished products and raw castings that have
         already been manufactured or purchased to meet previous commitments. In
         the event of a sudden part cancellation, DEERE will be responsible for
         finished and raw Parts for no more than three (3) months past the final
         scheduled shipment date.

    D)   STANADYNE CORPORATION shall promptly notify DEERE in writing of any
         anticipated labor dispute or labor shortage or any other labor
         performance interruption, and STANADYNE CORPORATION shall arrange for
         advance deliveries or warehousing, at DEERE's option and at locations
         acceptable to DEERE, of a supply of Parts.


    E)   STANADYNE CORPORATION agrees to use only freight carriers for finished
         product specified in writing by DEERE. DEERE must approve any other
         carriers used in writing prior to shipment. In emergency




[**] Information redacted pursuant to request for confidential treatment.


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         line down or flash order situations, STANADYNE CORPORATION has the
         authority to use alternate carriers to ensure timely shipment. Cost for
         alternate carriers are outlined in Item G of this Article.

    F)   STANADYNE CORPORATION agrees to ship service Parts to DEERE normal
         distribution warehouse as required by DEERE's distribution network.

    G)   Premium freight costs will be administered in accordance with lead-time
         parameters. If DEERE does not provide appropriate lead times, any
         premium charges will be the responsibility of DEERE. DEERE and
         STANADYNE CORPORATION will negotiate premium freight charges as
         required. If appropriate lead-time is given by DEERE and there are no
         special circumstances, which delay deliveries, STANADYNE CORPORATION
         will pay the premium portion of the freight.

XVI)     NAFTA

         If the Part qualifies for the North American Free Trade Agreement
         (NAFTA) preferences, STANADYNE CORPORATION will provide annually to
         DEERE, by the requested due date, an accurate and complete North
         American Free Trade Agreement (NAFTA) Certificate of Origin. The NAFTA
         Certificate of Origin must be completed in accordance with regulations
         published by the U.S. department of Treasury in the Federal Register on
         December 30, 1993, pages 69460 through 69565, and any amendments
         thereto and in accordance with instructions issued annually to the
         STANADYNE CORPORATION by DEERE.

XVII)    CONFIDENTIAL INFORMATION

    A)   During this Agreement, each party may disclose to the other certain
         confidential information relating to the Part(s), the application of
         the Part(s) by DEERE, and business information and marketing plans of
         either party. Any such information that is marked or otherwise clearly
         identified at the time of disclosure as "confidential" or "proprietary"
         shall be considered as Confidential Information for purposes of this
         Agreement, provided that, if the information is disclosed orally, a
         writing identified as "confidential" or "proprietary" and summarizing
         the Confidential Information will be provided within thirty (30) days
         after disclosure. During the term of this Agreement and for a period of
         five (5) years after the expiration or termination of this Agreement,
         the receiving party will use its best efforts to prevent the disclosure
         of such Confidential Information to third parties and will not use such
         Confidential Information for any purpose other than to effectuate the
         provisions of this Agreement. "Best Efforts" with respect to any
         Confidential Information means at least that degree of care normally
         used by the receiving party to prevent disclosure to others of its own
         confidential information of similar importance, but in no case less
         than a reasonable degree of care. Notwithstanding the foregoing,
         STANADYNE CORPORATION and DEERE agree that Confidential Information
         shall not include any information which: (a) is or becomes publicly
         known through no wrongful act on the receiving party's part; or (b) is,
         at the time of disclosure under this Agreement, already known to the
         receiving party without restriction on disclosure; or (c) is, or
         subsequently becomes, rightfully and without breach of this Agreement,
         in the receiving party's possession without any obligation restricting
         disclosure; or (d) is independently developed by the receiving party
         without reference to or use of the Confidential information; or (e)
         disclosed pursuant to an order of any governmental or judicial
         authority, after prior notice to the disclosing party respecting such
         order, and affording the disclosing party reasonable cooperation
         respecting any objections by the disclosing party to the request for
         disclosure, including a reasonable opportunity for the disclosing party
         to obtain a protective order in respect of the Confidential Information
         at the expense of the disclosing party.

    B)   Upon request of the disclosing party at any time, the recipient agrees
         to return to the disclosing party or destroy all materials in its
         possession or control which contain Confidential Information of the
         disclosing party, including, without limitation, documents, drawings,
         CAD drawings, computer media, models, prototypes, sketches, designs,
         and lists furnished by the disclosing party or accessed by the
         recipient, including copies thereof made by the recipient, and to
         delete from its computers any software, data files, or CAD files
         containing Confidential Information furnished by the disclosing party.
         If materials are destroyed, an officer of the recipient shall identify
         such materials to the disclosing party and certify that their
         destruction has been completed. Notwithstanding the foregoing, each
         party shall be entitled to maintain one archival copy of the
         Confidential Information within its Law Department or at the office of
         its General Counsel, such archival copy to be used solely in connection
         with resolving claims or disputes between the parties relating to this
         Agreement.



[**] Information redacted pursuant to request for confidential treatment.



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    C)   This Article, Confidential Information, shall survive the termination
         or expiration of this Agreement.

XVIII)   PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY

         STANADYNE CORPORATION agrees to defend, at its expense, any claim or
         suit against DEERE, its officers, directors, employees, agents,
         successors assigns, and customers, based on an assertion or claim that
         a Part(s) furnished by STANADYNE CORPORATION to DEERE hereunder or the
         use or sale by DEERE or its customers in the manner contemplated by
         this Agreement infringes any patent or copyright or is a wrongful use
         of third-party trade secret or proprietary information, and further
         agrees to indemnify and hold DEERE harmless from any cost and expenses,
         including attorneys' fees, settlements associated with said claim or
         suit, or any damages, including attorney's fees or costs, finally
         awarded in any such suit, provided that STANADYNE CORPORATION's request
         and expense, is given control of the defense to such claim or suit and
         all reasonable assistance for the defense of same. If the use or sale
         of a Part(s) furnished hereunder is enjoined as a result of such suit,
         STANADYNE CORPORATION, at its option and at no expense to DEERE, shall
         obtain for DEERE and its customers the right to use and sell the
         Part(s) or shall substitute an equivalent Part(s) acceptable to DEERE
         and extend this indemnity thereto. This indemnity does not extend to
         any claim or suit based on any infringement of a patent by the
         combination of Part(s) furnished by STANADYNE CORPORATION with other
         components added thereto by DEERE, except when the Part(s) is a
         material part of the invention of an asserted patent and the components
         furnished by DEERE to complete the claimed combination, such as an
         engine, sensor, or vehicle frame, are not novel. This indemnity does
         not extend to any infringement or alleged infringement arising solely
         out of STANADYNE CORPORATION's compliance with DEERE-required
         specifications, designs, or instructions that (i) are created solely by
         DEERE and (ii) are thereafter furnished to STANADYNE CORPORATION in
         writing.

XIX)     INSURANCE

         You agree to procure and maintain from insurers with a current A.M.
         Best's rating of A- with a financial size of no less than Class VIII
         PRODUCT LIABILITY insurance in the forms and amounts of coverage set
         forth HEREIN.

         You agree to include specifically:

                  "Deere & Company, all wholly-owned subsidiaries of Deere &
                  Company, and all of the following entities where Deere and
                  Company has ownership of 50% or greater limited corporations,
                  joint ventures, partnerships, or other entities directly or
                  indirectly controlled by Deere & Company or one of its
                  wholly-owned subsidiaries"

         as "ADDITIONAL INSURED" under A POLICY OR POLICIES OF PRODUCT LIABILITY
         INSURANCE PROVIDING [**] LIMITS OF LIABILITY FOR EACH OCCURRENCE AND IN
         THE AGGREGATE FOR INJURY, LOSS OF DAMAGE OF ANY KIND CLAIMED BY A THIRD
         PARTY CAUSED BY OR ARISING FROM OR ALLEGED TO HAVE BEEN CAUSED BY PARTS
         PROVIDED BY STANADYNE CORPORATION UNDER THIS AGREEMENT.

         You also agree that:

         -    All deductibles or self-insured retentions are your sole
              responsibility

         -    POLICY OR POLICIES OF INSURANCE SHALL HAVE A WORLD WIDE TERRITORY,
              PROVIDING COVERAGE FOR ACCIDENTS WHICH HAPPEN, CLAIMS MADE, OR
              LITIGATION FILED ANYWHERE IN THE WORLD.

         -    Each policy will contain a "severability of interests" clause;

         -    All certificates will include a clause obligating the insurer(s)
              to give us not less than 30 days prior written notice of any
              material change in, cancellation of, or intent not to renew the
              in-


[**] Information redacted pursuant to request for confidential treatment.


                                      -9-
<PAGE>
              surance (this should be sent to the person designated in the
              "Notices" Section unless we designate someone else);


         -    These insurance requirements will remain in full force and effect
              [**] after the term of this Agreement ends (this obligation to
              survive termination, expiration or cancellation of this Agreement)
              ; and

         -    You will provide to us promptly after the Effective Date, and upon
              renewal of your insurance coverage, acceptable certificates of
              insurance as evidence of the specified forms, endorsements, and
              amount of insurance as detailed above are in force (this should be
              sent to the person designated in the "Notices" Section unless we
              designate someone else).

         The insurance obligations imposed by this Section are separate and
         distinct from any indemnification of obligations imposed by this
         Agreement. You agree that your carrying insurance as required in this
         Agreement shall in no way be interpreted as relieving you of any
         indemnification obligation in this Agreement.

XX)      TERMINATION

    A)   Any termination or expiration of all or part of this Agreement shall
         not relieve either party of obligations incurred pursuant to and during
         the term of this Agreement, including but not limited to the warranty
         provisions set forth in Article IX hereof, the indemnification
         provisions set forth in Article XVIII hereof, and the "Confidential
         Information" provisions set forth in Article XVII hereof.

    B)   Termination for Default: At any time during the term of this Agreement
         should either party default in performing any of its material
         obligations hereunder, the other party may give written notice of
         default giving the full details thereof. If the defaulting party fails
         within thirty (30) days of the receipt of written notice of default to
         cure the default, then the non-defaulting party shall have the right to
         terminate this Agreement with regard to the particular Part materially
         affected by the default, or if the default materially affects all
         Parts, the non-defaulting party shall have the right to terminate this
         Agreement in its entirety. The non-defaulting party shall give the
         other party thirty (30) days written notice from the determination of
         the failure to cure the default, whereupon the termination shall be
         effective.

    C)   Termination for Insolvency: If either party is adjudicated as bankrupt
         or files a voluntary petition in bankruptcy, then, in accordance with
         applicable law, the other party shall have the right to terminate this
         Agreement by giving such financially distressed party thirty (30) days
         written notice, whereupon this Agreement shall automatically terminate.

    D)   Termination for Quality: DEERE may terminate this Agreement with regard
         to Parts if quality is inadequate in accordance with the terms of
         Article XI hereof.

    E)   Termination for Failure to Remain Competitive: DEERE may terminate this
         Agreement with regard to non-competitive Part in accordance with the
         terms of Article V hereof.

    F)   If Force Majeure delays delivery of Parts past thirty (30) days, DEERE
         may terminate this Agreement in whole or in part without penalty upon
         written notice to STANADYNE CORPORATION.

    G)   In the event this agreement is terminated by DEERE for convenience, the
         cost associated with such termination will not exceed the following
         levels unless authorized by DEERE:

         1) DEERE agrees to pay for a maximum of four (4) months of total
            inventory based on DEERE's latest forecast. Finished Parts and work
            in process will not exceed a total of three (3) months of the four
            months. DEERE agrees to pay the cost of work performed. For the
            remaining inventory DEERE agrees to pay the actual cost of raw
            material.

    H)   In the event this Agreement is terminated by STANADYNE CORPORATION with
         cause or for its convenience after the Parts are in production,
         STANADYNE CORPORATION shall give DEERE one hun-



[**] Information redacted pursuant to request for confidential treatment.


                                      -10-
<PAGE>
         dred eighty (180) days written notice, and STANADYNE CORPORATION shall
         be solely responsible for the liquidation of all raw materials and
         components.

XXI)     MISCELLANEOUS

    A)   Failure, delay, or forbearance of either party to insist on strict
         performance of the terms and provisions of this Agreement or to
         exercise any right or remedy, shall not be construed as a waiver
         thereof. Express waiver in one or more instances shall not waive
         subsequent strict performance.

    C)   Inaction by Deere for failure to notify Stanadyne of any means of
         breach does not exemplify the breach.

    D)   Each of the parties hereto is acting as an independent contractor, and
         this Agreement shall not be interpreted as creating a partnership,
         joint venture, or the relationship of principal and agent between the
         parties.

    E)   The captions contained in this Agreement are for conveniences only and
         shall not affect the construction or interpretation of any provisions
         of this Agreement.

    F)   All notices required or sent under this Agreement shall be considered
         properly served if the following steps are taken. Notices must be sent
         to the person(s) at the address(es) listed on the page two. (If more
         than one Deere corporation or SBU is listed on the first page, you need
         notify only the facility receiving the goods and/or services discussed
         in the Notice.) Notices must be sent by: (I) hand delivery with written
         acknowledgement of receipt; (ii) facsimile with a follow up copy sent
         by registered U.S. mail, return receipt requested; or (iii) registered
         U.S. mail, return receipt requested. Notices sent in this manner shall
         be effective upon actual receipt, except notices sent by registered
         U.S. mail only shall be effective five business days after the
         postmark. Any party may, at any time, change its address for notices by
         giving the other party (ies) a notice as outlined above.

XXII)    GOVERNING LAW AND ARBITRATION

    A)   Binding Effect, Assignment. The rights and obligations in this
         Agreement are binding upon the parties and their successors and
         assigns, and are not assignable by either party without the prior
         written consent of the other party. Any assignment without such consent
         shall have no effect. No assignment shall relieve the assigning party
         of its obligations under this Agreement.

    B)   Choice of Law. This Agreement shall be governed by the internal laws of
         the State of Illinois, without regard to conflict of law rules or
         provisions thereof. The application of the United Nations Convention on
         Contracts for the International Sale of Goods is hereby specifically
         excluded from this agreement.

    C)   Severability. If any provision of this Agreement is, becomes, or is
         deemed invalid, illegal, or unenforceable by a competent court in any
         jurisdiction, or is stricken or materially amended by the action of any
         competent authority, including but not limited to the governments of
         the United States of America, Mexico and Canada, and such action has
         become final, such provision will be deemed amended, for such
         jurisdiction only, to the extent necessary to conform to applicable
         laws, and in a manner which preserves to the maximum extent possible
         the original objectives of this Agreement, so as to be valid and
         enforceable therein without invalidating the remaining provisions
         hereof and without affecting the validity or enforceability of such
         provision in any other jurisdiction.

    D)   No Waiver. The failure of either party to enforce any provision of this
         Agreement, or to exercise any right or to prosecute any default, shall
         neither be considered a waiver of that provision or right nor bar
         prosecution of that default.

    E)   Construction. The parties arrived at the terms and conditions in this
         Agreement after mutual negotiation. The parties intend, therefore, that
         these terms and conditions not be construed against any party merely
         because they were prepared by one of the parties.




[**] Information redacted pursuant to request for confidential treatment.



                                      -11-
<PAGE>
    F)   Limitation of Damages. Except as expressly stated in this Agreement, no
         remedy provided herein shall be deemed exclusive of any other remedy
         allowed by law, and there shall be no limitations on any damages that
         are allowed by law.

    G)   Resolution of Disputes.

         1) The parties shall attempt in good faith to resolve any controversy,
            claim or dispute of whatever nature arising out of or relating to
            this Agreement or the breach, termination, enforceability or
            validity thereof (a "DISPUTE") promptly by negotiation between
            executives or managers who have authority to settle the DISPUTE, and
            who are at a higher level of management than the persons who have
            direct responsibility for the administration of this Agreement.

         2) Arbitration. Any DISPUTE, controversy or claim arising out of or in
            connection with this Agreement, or the breach, termination or
            validity thereof, which cannot be amicably resolved by the parties
            within thirty (30) days after the receipt by one party of written
            notice from the other party that such a controversy or claim exists
            shall be settled by final and binding arbitration conducted in the
            English Language in Chicago, Illinois in accordance with the Rules
            of Conciliation and Arbitration of the International Chamber of
            Commerce by three arbitrators appointed in accordance with said
            Rules. Relevant documents in other languages shall be translated
            into English if the arbitrators so direct. In arriving at their
            award, the arbitrators shall make every effort to find a solution to
            the dispute in the provisions of the Agreement and shall give full
            effect to all the parties thereof.

         3) Discovery. The parties agree that after either has fielded a Notice
            of Demand for arbitration of any dispute subject to arbitration
            under this Agreement, they shall, upon request, make discovery and
            disclosure of all materials relevant to the subject of the dispute.
            The arbitrators shall make the final determination as to any
            discovery disputes between the parties. Examination of witnesses by
            the parties and by the arbitrators shall be permitted. A written
            transcript of the hearing shall be made and furnished to the
            parties. The cost of this transcript shall be borne equally by the
            parties.

         4) Arbitration Award. The arbitrators shall state the reasons upon
            which the award is based. The parties agree that the award of the
            arbitral tribunal (the "Arbitration Award") shall be: (a)
            conclusive, final, and binding upon the parties; and (b) the sole
            and exclusive remedy between the parties regarding any and all
            claims and counterclaims presented to the arbitral tribunal.

         5) Waiver and Enforceability of Arbitration. The parties further agree:
            (a) that their mutual decision to resolve their disputes by
            arbitration as provided in this Agreement is an explicit waiver of
            immunity against enforcement and execution of the Arbitration Award
            and any judgement thereon; and (b) that the Arbitration Award and
            any judgement thereon, if unsatisfied, may be entered in and shall
            be enforceable by the courts of any nation having jurisdiction over
            the person or property of the party against whom the Arbitration
            Award has been rendered.

         6) Amount, Interest, and Expenses. The Arbitration Award shall be made
            and shall be payable in U.S. Dollars only, free of any tax or any
            other deduction. The Arbitration Award shall include interest, at a
            rate determined as appropriate by the arbitrators, from the date of
            any breach or other violation of this Agreement to the date when the
            Arbitration Award is paid in full. The Arbitration Award shall also
            include the fixing of the expense of the arbitration and the
            assessment of the same as is appropriate in the opinion of the
            arbitrators, against one or both parties hereto. Each party shall
            otherwise bear its cost for its respective legal fees, witnesses,
            depositions, and other out-of-pocket expenses incurred in the course
            of the arbitration.

         7) Enforcement Expenses. In the event either party to the Agreement
            commences legal proceedings to enforce the Arbitration Award, the
            expense of such proceedings (including reasonable attorneys' fees
            and costs of court) shall be borne by the Party not prevailing
            therein.

         8) Validity. The Validity of this Item G of Article XXI shall be
            governed by the United Nations Convention on the Recognition and
            Enforcement of Foreign Arbitral Awards (done at New York, June 10,
            1958), to which the United States of America and Mexico are both
            parties.



[**] Information redacted pursuant to request for confidential treatment.



                                      -12-
<PAGE>
    H)   Compliance with Applicable Laws. The parties shall at all times conduct
         their activities hereunder in compliance with all applicable laws,
         rules, and regulations of the United States of America and Mexico.



   AUTHORIZATION FOR AGREEMENT

   IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT BY THEIR
   AUTHORIZED REPRESENTATIVES, AS OF THE DATE INDICATED BELOW EACH SIGNATURE.

        /s/ William D. Gurley                    /s/ Craig C. Jenson
     ---------------------------           ------------------------------
        STANADYNE CORPORATION                      Craig C. Jenson
                                              Global Commodity Manager

                                                 /s/ Philip A. Mulvey
                                           ------------------------------
                                                   Philip A. Mulvey
                                              Director Supply Management

                                                 DEERE AND COMPANY,
                                                    acting through
                                               JOHN DEERE ENGINE WORKS

Dated:  December 14, 2001                      Dated:  December 11, 2001
      ----------------------                          -------------------



[**] Information redacted pursuant to request for confidential treatment.


                                      -13-
<PAGE>
                            Master Bailment Agreement

This Master Bailment Agreement ("AGREEMENT") is entered into as of the _____ day
of _____________________, ____ (the "EFFECTIVE DATE") by and between:

"YOU" (SUPPLIER):                 AND  "US"  (DEERE), LISTED BY CORPORATION AND,
                                       AS APPLICABLE, STRATEGIC BUSINESS
                                       UNIT ("SBU"):
NAME OF SUPPLIER:

                                       CORPORATION:
ADDRESS:                               SBU(s) (IF APPLICABLE):
                                       ADDRESS:

ATTENTION (NAME AND TITLE):            ATTENTION (NAME AND TITLE):

TELEPHONE:                             TELEPHONE:
FAX:                                   FAX:

                                       (IF ONE OR MORE SBUS
                                       ARE LISTED WITH A
                                       CORPORATION, THIS
                                       AGREEMENT APPLIES ONLY
                                       TO THE SBU(s) LISTED
                                       AND NOT TO THAT
                                       CORPORATION'S OTHER
                                       SBUs.)

1. DEFINITION OF "PROPERTY"

For purposes of this Agreement, the term "PROPERTY" means any item(s) of
tangible property (including, without limitation, tooling, dies, jigs,
machinery, equipment, goods, parts, components, assemblies, products, raw
materials, scrap materials and other materials) that we own and entrust to you
under this Agreement, including, without limitation: (i) the items listed in
ATTACHMENT A to this Agreement (which may be revised from time to time); (ii)
items that we deliver (or arrange to be delivered) to your premises after the
Effective Date; and (iii) items that we pay for per an invoice after the
Effective Date.

2. BAILMENT

We agree you can possess and use the Property subject to the terms and
conditions in this Agreement.

3. TERM

This Agreement shall remain in effect for as long as any item of Property is in
your possession. This Agreement can be terminated in writing by mutual agreement
of all parties.

4. OWNERSHIP

You acknowledge that we have title to, and ownership in, the Property, and that
your use and possession of it is by virtue of this Agreement. You agree not to:
(i) do anything that is inconsistent with our ownership in the Property; (ii)
sell, assign, mortgage, pledge, grant a security interest in, or otherwise
encumber the Property, or permit it to be subject to any lien or other legal
process; (iii) claim any lien on or against the Property that may be available
to you under applicable law; or (iv) loan, rent or exchange any Property, permit
other parties to use or possess any Property, or transfer any Property to
another location without our prior written approval. You agree, at our request,
to execute (and permit us to file) a Uniform Commercial Code financing statement
describing the Property and confirming our ownership of it and rights to it.

5. SECURITY INTEREST

In the event a court of competent jurisdiction determines we have not retained
ownership of any item(s) of Property, you hereby agree to be deemed to have
granted us a security interest giving us all the rights of a secured creditor as
to such item(s) under the Uniform Commercial Code as in effect in that
jurisdiction.

6. USE OF THE PROPERTY


[**] Information redacted pursuant to request for confidential treatment.


                                      -14-
<PAGE>
You agree to use the Property for the sole purpose of performing your
contractual obligations to us. You agree not to use it for any other purpose
(including, without limitation, producing or manufacturing goods for sale to a
third party) without our express written approval, which approval we may grant
or withhold in our sole and absolute discretion.

7. MAINTENANCE

You agree to keep operational Property (machinery, equipment, tooling, etc.) at
your premises in good and efficient working order during its normal life by
performing normal maintenance and repairs at your expense. You agree to follow
the specifications and recommended procedures contained in the manufacturer's
operator's manuals, guides and schedules (if any) provided with such Property.
If we specify or approve certain repair parts, you agree to use only those
parts. You agree to notify us promptly in writing if an item of such Property
requires replacement or major repair, and to obtain our prior written approval
before undertaking any replacement or major repair. We agree to pay for approved
replacements and major repairs; however, you agree to pay for replacements and
major repairs made necessary by your failure to perform normal maintenance and
repairs.

8. MARKING

At our request, you agree to stamp, tag or otherwise mark the Property with our
name and/or logo as indicia of our ownership. You agree not to remove these
indicia of ownership. You agree to segregate and store inventory Property
(goods, parts, raw materials, etc.) in a specifically designated area at your
premises except for when you are using such Property to perform contractual
obligations to us.

9. ACCESS

You agree that we can enter your premises during normal business hours for
purposes of inspecting and inventorying the Property.

10. RETURN OF PROPERTY

We may at any time for any reason demand your return of any or all items of
Property upon giving oral or written notice to you. Promptly after receiving
such a demand, you agree to ready the items for removal from your premises. We
agree to bear the cost of removal and relocation. You agree we can enter your
premises during normal business hours for the purpose of coordinating these
activities, and agree to cooperate fully with us in this regard. We agree to
take reasonable steps to ensure that these activities do not interfere with your
normal business operations. You agree that any claims you might have relating to
the parties' underlying contract(s) for goods or services are separate from our
right to retrieve Property under this Agreement. You hereby waive any possessory
or lien rights to the Property.

11. WAIVER OF AUTOMATIC STAY

You agree that in the event a bankruptcy petition under the Bankruptcy Code is
filed by or against you at any time after the Effective Date, we will be
entitled (upon the filing of an appropriate motion) to the immediate entry of an
order from the Bankruptcy Court granting us complete relief from the automatic
stay imposed under the Bankruptcy Code to permit us to exercise our right to
remove Property from your facility. You hereby consent and agree that: (i) upon
our filing such a motion, we shall be entitled to relief from the automatic stay
without the necessity of a hearing and without having to prove the value of the
Property, the lack of adequate protection of our interest in the Property or the
lack of your equity in the Property; (ii) the lifting of the automatic stay
shall be deemed to be "for cause"; and (iii) you will not directly or indirectly
oppose or otherwise defend against our efforts to gain relief from the automatic
stay. The remedies in this Section are not intended to preclude you from filing
for protection under any chapter of the Bankruptcy Code. These remedies are not
exclusive and shall not limit our rights under this Agreement or under any
applicable law.

12. RISK OF LOSS; INSURANCE

You agree to bear the risk of loss of Property at your premises, although we
agree you are not responsible for ordinary wear and tear. You agree to maintain
insurance in commercially reasonable forms and amounts and (at our


[**] Information redacted pursuant to request for confidential treatment.


                                      -15-
<PAGE>
request) to have us named as an "additional insured". You also agree to provide
at our request documentation that evidences your compliance with these
obligations.

13. DISCLAIMER; LIABILITY LIMITATION

EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, WE MAKE NO REPRESENTATIONS OR
WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING WITHOUT
LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. We make the foregoing disclaimer and limitation of liability
on our behalf and the behalf of all third parties. In no event shall we be
liable to you or any third party for, nor shall the measure of damages include,
any amounts for loss of income, profit or savings, or indirect, special,
incidental, consequential, exemplary or punitive damages for any reason and upon
any cause of action, whether sounding in tort, contract or any other legal
theory, even if we have been advised of the possibility of such damages, in
connection with your use of the Property.

14. INDEMNIFICATION

You agree to protect, defend, hold harmless and indemnify us and our officers,
directors, employees, agents, successors and assigns, from and against all
demands, claims, suits, allegations, judgments, liability and expense of any
nature whatsoever (including reasonable attorneys' and expert witness fees)
arising out of, or incurred in connection with, your possession, use, repair or
maintenance of the Property, except to the extent such claim arose solely from:
(i) our breach of this Agreement; (ii) grossly negligent or intentional acts or
omissions on our part; or (iii) our failure to approve a replacement or major
repair after you identified a need for it per the "MAINTENANCE" Section of this
Agreement.

15. OTHER PROVISIONS

COUNTERPARTS. The original signature of each party need not be on the same
signature page(s). This Agreement is binding when each party has provided an
original signed Agreement (a counterpart) to the other party(ies). A facsimile
of a signature shall be effective as an original signature.

ENTIRE AGREEMENT. This Agreement is the entire understanding and agreement
between the parties as to its subject matter, and completely overrides
(supercedes) all previous understandings, agreements, communications and
representations, whether written or oral. While business forms (such as purchase
orders and acknowledgment forms) may be used for administrative convenience, the
boilerplate (standard terms and conditions) on those forms do not form any part
of this Agreement, except to the extent this Agreement expressly provides
otherwise.

AMENDMENT. Changes to this Agreement must be in writing and signed by the
parties.

ASSIGNMENT. You agree not to assign any rights, delegate any duties or
subcontract any work under this Agreement without our prior written consent
(which consent we may grant or withhold in our sole and absolute discretion),
and that any attempt to do so shall be void and have no effect.

NOTICES. All notices required or sent under this Agreement shall be considered
properly served if the following steps are taken. Notices must be sent to the
person(s) at the address(es) listed on the first page. (If more than one Deere
corporation or SBU is listed on the first page, you need notify only the
owner(s) of the items of Property discussed in the Notice.) Notices must be sent
by: (i) hand delivery with written acknowledgement of receipt; (ii) facsimile
with a follow up copy sent by registered U.S. mail, return receipt requested; or
(iii) registered U.S. mail, return receipt requested. Notices sent in this
manner shall be effective upon actual receipt, except notices sent by registered
U.S. mail only shall be effective five business days after the postmark. Any
party may, at any time, change its address for notices by giving the other
party(ies) a notice as outlined above.

GOVERNING LAW. This Agreement shall be governed by, and construed in accordance
with, the laws of the state where the Property is located, without regard to
that state's rules



[**] Information redacted pursuant to request for confidential treatment.


                                      -16-
<PAGE>
concerning conflict of laws. IT IS ALSO AGREED THAT IN ANY LEGAL PROCEEDING THAT
INVOLVES A DISPUTE, A JUDGE (RATHER THAN A JURY) WILL DECIDE THE DISPUTE.

REMEDIES. The parties agree that no remedy in this Agreement is exclusive of any
other remedy allowed by law, and the assertion of any right or remedy shall not
preclude the assertion of other rights or remedies.

NO WAIVER. The failure of a party to enforce a provision, exercise a right or
pursue a default of this Agreement shall not be considered a waiver. The express
waiver of a provision shall be effective only in the specific instance, and as
to the specific purpose, for which it was given.

SEVERABILITY. Any provision of this Agreement that is prohibited, unenforceable
or not authorized in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition, unenforceability or
non-authorization without invalidating or affecting the remaining provisions.

CAPTIONS. The captions contained in this Agreement are for convenience only and
shall not affect the construction or interpretation of any provisions of this
Agreement.

CONSTRUCTION. The parties arrived at the provisions in this Agreement after
negotiation. If anything in this Agreement proves to be unclear or capable of
being interpreted in different ways, the disputed term or condition shall not be
construed against one party merely because it was drafted by that party.

SURVIVAL. This "OTHER PROVISIONS" Section shall survive termination,
cancellation or expiration of this Agreement.

16. SIGNATURES

THIS AGREEMENT HAS BEEN SIGNED BY THE PARTIES OR THEIR DULY AUTHORIZED
REPRESENTATIVES TO BECOME EFFECTIVE AS OF THE DATE REFERENCED ON THE FIRST PAGE.



[**] Information redacted pursuant to request for confidential treatment.


                                      -17-
<PAGE>
YOUR SIGNATURE(S):                              OUR SIGNATURE(S):


    /s/ William D. Gurley                           /s/ Craig C. Jensen
---------------------------------               --------------------------------
BY:   William D. Gurley                         BY:   Craig C. Jensen
    -----------------------------                   ----------------------------
PRINTED/TYPED NAME:                             PRINTED/TYPED NAME:

TITLE:  President & CEO                         TITLE:  Global Commodity Manager

DATE:   December 14, 2001                       DATE:    December 13, 2001







[**] Information redacted pursuant to request for confidential treatment.



                                      -18-
<PAGE>
                    MASTER BAILMENT AGREEMENT - ATTACHMENT A

                 (LIST OF "PROPERTY" CURRENT AS OF ____________)




[**] Information redacted pursuant to request for confidential treatment.



                                      -19-
<PAGE>
Attachment "A"



                        STANADYNE FUEL FILTER PRICE LIST

                                   JOHN DEERE
                           Effective October 31, 2001




DEERE P/N           SAC #        DESCRIPTION                      OE        OES
--------------------------------------------------------------------------------
[**]                [**]         [**]                            [**]       [**]


Notes

1.   All prices are in US $.
2.   [**]
3.   [**]
4.   Some service part numbers are unique to Saran.
5.   Not all part numbers are supplied to all plants





[**] 3 pages of information redacted pursuant to request for confidential
     treatment.


                                      -1-
<PAGE>
                            OE PUMP PRICE LIST NORTH AMERICA

Attachment "B"                                                       10/31/01
                                                                     CURRENT
DEERE P/N                 SAC P/N            DESCRIPTION              PRICE
--------------------------------------------------------------------------------
[**]                      [**]           [**][**]                         [**]










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     treatment.




                                      -1-
<PAGE>
                            OE PUMP PRICE LIST SARAN

Attachment "C"                                                     10/31/01
                                                                    CURRENT
DEERE P/N              SAC P/N       TYPE     DESCRIPTION            PRICE
--------------------------------------------------------------------------------
[**]                   [**]          [**]     [**]                        [**]










[**] 8 pages of information redacted pursuant to request for confidential
     treatment.


                                      -1-
<PAGE>
                        OES PUMP PRICE LIST NORTH AMERICA

Attachment "D"                                                      10/31/01
                                                                    CURRENT
DEERE P/N              SAC P/N       TYPE     DESCRIPTION            PRICE
--------------------------------------------------------------------------------
[**]                   [**]          [**]     [**]                        [**]















[**] 11 pages of information redacted pursuant to request for confidential
     treatment.


                                      -1-
<PAGE>
                            OES PUMP PRICE LIST SARAN


Attachment "E"                                                     10/31/01
                                                                    CURRENT
DEERE P/N              SAC P/N       TYPE     DESCRIPTION            PRICE
--------------------------------------------------------------------------------
[**]                   [**]          [**]     [**]                        [**]













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     treatment.


                                      -1-
<PAGE>
Attachment "F"


                       PENCIL INJECTOR PRICE LIST - SARAN
                             EFFECTIVE DATE 10/31/01

                                PRICING SCHEDULE*

<TABLE>
<CAPTION>
                             Deere                    SAC               Current
                             P/N                      P/N               Price
--------------------------------------------------------------------------------
<S>                          <C>                      <C>               <C>
OE                           [**]                     [**]              [**]
--------------------------------------------------------------------------------
SERVICE                      [**]                     [**]              [**]
--------------------------------------------------------------------------------
</TABLE>

[**]





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                                      -1-
<PAGE>
Attachment "G"



                   PENCIL INJECTOR PRICE LIST - NORTH AMERICA
                               EFFECTIVE 10/31/01

                                PRICING SCHEDULE*

<TABLE>
<CAPTION>
                             Deere                    SAC               Current
                             P/N                      P/N               Price
--------------------------------------------------------------------------------
<S>                          <C>                      <C>               <C>
OE                           [**]                     [**]              [**]
--------------------------------------------------------------------------------
SERVICE                      [**]                     [**]              [**]
--------------------------------------------------------------------------------
</TABLE>

[**]





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                                      -1-
<PAGE>
Attachment "H"



EXCHANGE RATE PROPOSAL

The purpose of this proposal is to protect both parties to the Long Term Supply
Agreement from the fluctuations in the exchange rate of the Euro to the U.S.
Dollar. The intent is to have a single price to Deere for each item that
Stanadyne supplies.

Definitions:

1. MA  -  The Monthly Exchange Rate as published on the first business day of
          each month in the U.S. edition of The Wall Street Journal in the "Key
          Currency Cross Rates".

2. SMA -  The Six Month Average of six consecutive monthly exchanges rounded to
          four decimal places. The February SMA will include MA's from
          September, October, November, December, January, and February. The
          August SMA will include MA's from March through August.

3. BR  -  Base Rate is the determined value of the U.S. Dollar in Euro. The Base
          Rate for this Agreement is set at [**] EURO/$1.00.

4. AR  -  The Adjusted Rate of Exchange used to modify the invoiced price.

Administration:
The SMA will be reviewed semiannually in the first week of February and the
first week of August to allow time for administration. Any adjustment in the
invoiced price due to a change in the Exchange Rate will begin with shipments
made during the month following the reviews (i.e., 01March and 01September. The
first review will take place in February 2002.) The base rate will be reviewed
annually and adjusted if both parties mutually agree to the proposed adjustment.
Stanadyne will administer this calculation and present to Deere for review and
approval.

Procedure:
To determine if a currency adjustment is to be made as a result of the Exchange
Rate fluctuation, a comparison of the SMA versus the BR will be made. If the SMA
deviates from the BR in excess of 5% (LESS THAN [**] EURO/$ OR MORE THAN [**]
EURO/$), then an adjustment will be made. When a change is triggered, the change
will show a 50/50 sharing of the adjustment.

The formula for the adjusted Exchange Rate is: AR = (BR + SMA)/2

Every adjustment will begin with a Base Rate of [**] EURO TO THE U.S. DOLLAR.
The adjustment is not calculated on a cumulative basis from period to period.

<TABLE>
<S>                                 <C>                              <C>
Example 1:

Assume SMA = [**] Euro              BR = [**] Euro                   Window of +/- 10%

Since [**] < [**] < [**]                                             No adjustment would be made

Example 2:

Assume SMA = [**] Euro              BR = [**] Euro                   Window of +/- 10%

Since SMA > [**]                                                     An adjustment is made

Adjusted Exchange Rate =            ([**] + [**]) / 2 =              [**] Euro/$

Price would change as follows:

Current Price =                     $200.00 x [**] Euro/$ =          [**] Euro
New Price =                         [**] Euro/ [**] Euro/$ =         [**] USD
Savings =                                                            [**]
</TABLE>





[**] Information redacted pursuant to request for confidential treatment.
<PAGE>
Attachment "J"


[JOHN DEERE LOGO]                                        [JOHN DEERE LETTERHEAD]





25 October 2001

Stanadyne Corporation
92 Deerfield Rd.
Windsor, CT  06095-4209

To Whom It May Concern:

[**]

Sincerely,


Craig Jensen
Global Commodity Manager





[**] Information redacted pursuant to request for confidential treatment.
<PAGE>
Attachment "K"

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PUBLICATIONS            [STANADYNE LOGO]                   PAGE NO.
SUPERSEDED            SERVICE POLICIES AND                            5.0
                       PROCEDURES MANUAL
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                                                           REVISION NO.
                                                                      5.0
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                                                           EFFECTIVE DATE
                                                                     2/01
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SUBJECT                                                    SECTION NO.
 WARRANTY AND WARRANTY CLAIMS ADMINISTRATION                          4.0
--------------------------------------------------------------------------------




         4.2      STANDARD (LIMITED) WARRANTY

                                LIMITED WARRANTY

                  In most cases, Stanadyne has specific warranty coverage for
                  its OEM customers, as noted in the following sections.
                  Stanadyne also designates certain products as non-serviceable
                  (which are sold AS IS and without any warranty), and it
                  publishes specific warranties relating to particular products.
                  All of these specific terms take precedence over this Standard
                  (Limited) Warranty when provided.

                  Stanadyne warrants to the original end user/purchaser that
                  diesel fuel systems products sold by Stanadyne will be free
                  from defects in material and workmanship according to the
                  schedule and conditions below:

                                    SCHEDULE

<TABLE>
<CAPTION>
APPLICATION                                       WARRANTY PERIOD                 TERMS OF WARRANTY
<S>                                <C>                                            <C>
Agricultural                       12 Months or 1,500 Hours, whichever occurs         Repair or
                                   first                                              Replacement
Automotive                         12 Months or 12,000 Miles, (20,000 km),            Repair or
                                   whichever occurs first                             Replacement
Construction, Industrial           12 Months or 2,000 Hours, whichever occurs         Repair or
Power Units,                       first                                              Replacement
Generator Sets

Marine                             12 Months or 1,000 Hours, whichever occurs         Repair or
                                   first                                              Replacement

Repair Parts                       12 Months or 12,000 Miles (20,000 km), or          Repair or
and Units                          500 Hours, whichever occurs first, or              Replacement
                                   Remainder of Applicable Stanadyne OEM
                                   Warranty period, whichever is longer
Remanufactured                     12 Months, 12,000 Miles (20,000 km), or            Repair or
Pencil Nozzles                     500 Hours, whichever occurs first, or              Replacement
                                   Remainder of Applicable Stanadyne OEM
                                   Warranty period, whichever is longer
</TABLE>



CONFIDENTIAL: REPRODUCTION OR DISCLOSURE WITHOUT STANADYNE'S PRIOR WRITTEN
CONSENT IS PROHIBITED. COPYRIGHT 1996, 2001 STANADYNE AUTOMOTIVE CORP.
<PAGE>
Attachment "K"

--------------------------------------------------------------------------------
PUBLICATIONS            [STANADYNE LOGO]                   PAGE NO.
SUPERSEDED            SERVICE POLICIES AND                            6.0
                       PROCEDURES MANUAL
--------------------------------------------------------------------------------
                                                           REVISION NO.
                                                                      5.0
--------------------------------------------------------------------------------
                                                           EFFECTIVE DATE
                                                                     2/01
--------------------------------------------------------------------------------
SUBJECT                                                    SECTION NO.
 WARRANTY AND WARRANTY CLAIMS ADMINISTRATION                          4.0
--------------------------------------------------------------------------------


Rental Machine       Unlimited Months/2,000 Hours, Dealer must       Repair or
                     note on claim that machine is in Rental         Replacement
                     Coverage




CONFIDENTIAL: REPRODUCTION OR DISCLOSURE WITHOUT STANADYNE'S PRIOR WRITTEN
CONSENT IS PROHIBITED. COPYRIGHT 1996, 2001 STANADYNE AUTOMOTIVE CORP.
<PAGE>
Attachment "K"

--------------------------------------------------------------------------------
PUBLICATIONS            [STANADYNE LOGO]                   PAGE NO.
SUPERSEDED            SERVICE POLICIES AND                            7.0
                       PROCEDURES MANUAL
--------------------------------------------------------------------------------
                                                           REVISION NO.
                                                                      5.0
--------------------------------------------------------------------------------
                                                           EFFECTIVE DATE
                                                                     2/01
--------------------------------------------------------------------------------
SUBJECT                                                    SECTION NO.
 WARRANTY AND WARRANTY CLAIMS ADMINISTRATION                          4.0
--------------------------------------------------------------------------------

                                   CONDITIONS

                  WHEN WARRANTY BEGINS

                  Warranty begins the day the product is purchased or leased by
                  the end user purchaser and it is transferable to subsequent
                  owners.

                  STANADYNE'S OBLIGATION

                  Stanadyne's sole obligation and the purchaser's sole remedy
                  under this warranty is limited to the free-of-charge repair or
                  replacement, at Stanadyne's option, of any product Stanadyne
                  examines and determines to be defective in material or
                  workmanship. A repaired or replacement product will be made
                  available to the customer at the location where it has been
                  repaired or replaced, provided that the customer has, at its
                  expense, removed the defective product from the equipment or
                  vehicle and delivered the defective product to an Authorized
                  Stanadyne Service Dealer.

                  STANADYNE'S POLICY ON REPAIR OR REPLACEMENT

                  Repairs will be made using only new or remanufactured parts
                  provided by Stanadyne. Replacement will be made only if the
                  product is not serviceable or if it is damaged beyond
                  economical repair. In such cases, a Stanadyne remanufactured
                  product, if available, will be used as the replacement, unless
                  Stanadyne specifically authorizes the use of a new product.
                  Remanufactured products will meet the original equipment
                  manufacturer's specification.

                  NOTE: Replacement parts or units used to repair a defective
                  service part or unit covered by the service parts warranty
                  carry no additional warranty beyond the warranty coverage of
                  the original purchased service part or unit.

                  PURCHASER' OBLIGATION

                  The purchaser's obligation is to operate the product under
                  normal conditions in an approved application, which includes
                  proper installation, speed, fuel, lubrication, use, and
                  service. Failure to do so voids this warranty. In order to
                  obtain a remedy under this warranty, the purchaser must notify
                  Stanadyne of the defect within the warranty period. This may
                  be done by:

                        1)    delivering the product to an Authorized Stanadyne
                              Service Dealer for the purpose of remedying the
                              defect or

                        2)    sending written notice to Stanadyne specifying the
                              defect and stating that the purchaser intends to
                              seek warranty coverage promptly.




CONFIDENTIAL: REPRODUCTION OR DISCLOSURE WITHOUT STANADYNE'S PRIOR WRITTEN
CONSENT IS PROHIBITED. COPYRIGHT 1996, 2001 STANADYNE AUTOMOTIVE CORP.
<PAGE>
Attachment "K"

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PUBLICATIONS            [STANADYNE LOGO]                   PAGE NO.
SUPERSEDED            SERVICE POLICIES AND                            8.0
                       PROCEDURES MANUAL
--------------------------------------------------------------------------------
                                                           REVISION NO.
                                                                      5.0
--------------------------------------------------------------------------------
                                                           EFFECTIVE DATE
                                                                     2/01
--------------------------------------------------------------------------------
SUBJECT                                                    SECTION NO.
 WARRANTY AND WARRANTY CLAIMS ADMINISTRATION                          4.0
--------------------------------------------------------------------------------


                  HOW TO OBTAIN WARRANTY SERVICE

                  Original Equipment - The purchaser will deliver the engine or
                  vehicle or product to the OEM dealer who will in turn deliver
                  the product at no charge, along with a completed OEM request
                  for warranty repair form, bill of sale* or other proof of
                  warrantability (Ref. Section 4.9.6 for specific requirements)
                  to an authorized Stanadyne service agency.

                  *NOTE: When no OEM Request for Warranty Form exists and no
                  bill of sale or other proof of warrantability is available,
                  warranty consideration can be provided based on the product
                  date code (Reference Sections 3.4, 4.8.3, and Service Bulletin
                  439).

                  Purchased Product - The product will be delivered at
                  purchaser's expense, with information as to use and defect,
                  and with a dated proof of purchase, to the point of purchase.

                  WHAT IS NOT COVERED UNDER THIS WARRANTY

                  -     Costs associated with transporting the product to or
                        from the Stanadyne Dealer.

                  -     Products purchased from an unauthorized source.

                  -     Warranty service provided by firms not authorized by
                        Stanadyne. Also, such service voids this warranty, and
                        costs associated with such service are not recoverable
                        from Stanadyne.

                  -     Products modified or altered in ways not approved by
                        Stanadyne including but not limited to injection pumps
                        with fuel delivery set above Stanadyne specification.
                        Such modifications terminate all Stanadyne warranty
                        obligations.

                  -     Adjustments of high idle, low idle or torque screws
                        (Ref. S.L. 298).

                  -     Costs to diagnose defects and to remove and reinstall
                        products.

                  -     Costs of travel to and from an operating site.

                  -     Costs resulting from negligence, abuse, accident,
                        misuse, misapplication, tampering, or improper
                        installation or removal.

                  -     Failures caused by use of improper or contaminated fuel
                        (dirt, water, etc.), improper storage, and normal wear
                        and tear.

                  -     The testing of new pumps in dealer stocks prior to being
                        put into service.

                  -     Stanadyne filter elements plugged as a result of normal
                        use and not defective in workmanship or material.

                  -     Plugging of Stanadyne hole type nozzles when no
                        manufacturing defect exists.

                  -     The following injector services:

                           1)  Testing when no manufacturing defect exists

                           2)  Cleaning of accumulated carbon from nozzle tips
                               and orifices.


CONFIDENTIAL: REPRODUCTION OR DISCLOSURE WITHOUT STANADYNE'S PRIOR WRITTEN
CONSENT IS PROHIBITED. COPYRIGHT 1996, 2001 STANADYNE AUTOMOTIVE CORP.
<PAGE>
Attachment "K"

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PUBLICATIONS            [STANADYNE LOGO]                   PAGE NO.
SUPERSEDED            SERVICE POLICIES AND                            9.0
                       PROCEDURES MANUAL
--------------------------------------------------------------------------------
                                                           REVISION NO.
                                                                      5.0
--------------------------------------------------------------------------------
                                                           EFFECTIVE DATE
                                                                     2/01
--------------------------------------------------------------------------------
SUBJECT                                                    SECTION NO.
 WARRANTY AND WARRANTY CLAIMS ADMINISTRATION                          4.0
--------------------------------------------------------------------------------

                           3)  Adjustment of injector opening pressure or valve
                               lift, unless failure of the lock screws is due
                               to a defect in workmanship or material (since
                               locknuts are easily tampered with without
                               detection).

                  WARRANTY LIMITATIONS AND LIMITATIONS OF LIABILITY:

                  THIS WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES
                  NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED,
                  INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY
                  OR OF FITNESS FOR A PARTICULAR PURPOSE. ANY IMPLIED WARRANTY
                  THAT CANNOT BE DISCLAIMED UNDER APPLICABLE LAWS IS LIMITED TO
                  THE DURATION OF THIS LIMITED WARRANTY. IN NO EVENT SHALL
                  STANADYNE BE LIABLE FOR ANY LOSS OF USE OF THE VEHICLE OR
                  EQUIPMENT, LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, OR
                  OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGE.

                  This warranty supersedes any condition that may be part of a
                  customer's purchase order.

                  Some states, provinces and nations do not allow limitations on
                  how long an implied warranty lasts, or the exclusion or
                  limitation of incidental or consequential damages, so the
                  above limitations and exclusions may not apply to you. This
                  Warranty gives you specific legal rights, and you may also
                  have other rights which vary from state to state, province to
                  province, and nation to nation.

                  No variation of the foregoing is authorized, except in writing
                  by an officer of Stanadyne.

                  NOTE: A Limited Warranty issued by Stanadyne, either to a
                  specific original equipment manufacturer or to the
                  aftermarket, will take precedence over this Standard (Limited)
                  Warranty.

                Stanadyne Automotive Corp.           TEL: 860/525-0821
                92 Deerfield Road                    FAX: 860/683-4582 - Parts
                Windsor, CT 06095                    FAX: 860/683-4581 - Service

                Stanadyne Automotive Corp.           TEL: 33.1.34.82.24.24
                26-30 Avenue des Freres, Lumiere     FAX: 33 1 34822420
                78190 ZA Trappes, France



CONFIDENTIAL: REPRODUCTION OR DISCLOSURE WITHOUT STANADYNE'S PRIOR WRITTEN
CONSENT IS PROHIBITED. COPYRIGHT 1996, 2001 STANADYNE AUTOMOTIVE CORP.
<PAGE>
Attachment "K"

--------------------------------------------------------------------------------
PUBLICATIONS            [STANADYNE LOGO]                   PAGE NO.
SUPERSEDED            SERVICE POLICIES AND                            20.0
                       PROCEDURES MANUAL
--------------------------------------------------------------------------------
                                                           REVISION NO.
                                                                      5.0
--------------------------------------------------------------------------------
                                                           EFFECTIVE DATE
                                                                     2/01
--------------------------------------------------------------------------------
SUBJECT                                                    SECTION NO.
 WARRANTY AND WARRANTY CLAIMS ADMINISTRATION                          4.0
--------------------------------------------------------------------------------


                  4.3.11   JOHN DEERE

                                LIMITED WARRANTY

                           The Diesel Systems Division of Stanadyne Automotive
                           Corp., warrants to the original end user/purchaser
                           that diesel fuel injection products sold by it to
                           John Deere to be free from defects in material and
                           workmanship according to the SCHEDULE and CONDITIONS
                           stated below.

                                    SCHEDULE
<TABLE>
<CAPTION>
                                                                        TERMS OF
         APPLICATION                      WARRANTY PERIOD               WARRANTY
<S>                              <C>                                   <C>
Agricultural                     12 Months, Unlimited Hours            Repair or
                                                                       Replacement

Construction,                    12 Months or 2,000 Hours, whichever   Repair or
Industrial Power                 occurs first                          Replacement
Units, Generator Sets

Marine                           12 Months or 1,000 Hours, whichever   Repair or
                                 occurs first                          Replacement

Repair Parts                     12 Months/12,000 Miles, (20,000       Repair or
and Units                        km), 500 Hours, whichever occurs      Replacement
                                 first, or Remainder of Applicable
                                 Stanadyne OEM Warranty period,
                                 whichever is longer

Rental Machine                   Unlimited Months/2,000 Hours,         Repair or
                                 dealer must note on claim that        Replacement
                                 machine is in rental Coverage.
</TABLE>

                                   CONDITIONS

                           HOW TO OBTAIN WARRANTY SERVICE

                           Original Equipment - John Deere dealer will deliver
                           the product at no charge, with completed Diesel Fuel
                           Injection Equipment Warranty Request and Repair Tag
                           Form No. DF-2148 or a copy of the bill of sale* to an
                           authorized Stanadyne service agency. Some John Deere
                           dealers are authorized to perform warranty repairs
                           and may elect to do so.

                           *NOTE: When no OEM Request for Warranty Form exists
                           and no bill of sale or other proof of warrantability
                           is available, warranty consideration can be provided
                           based on the product date code (Reference Sections
                           3.4, 4.8.3, and Service Bulletin 439).




CONFIDENTIAL: REPRODUCTION OR DISCLOSURE WITHOUT STANADYNE'S PRIOR WRITTEN
CONSENT IS PROHIBITED. COPYRIGHT 1996, 2001 STANADYNE AUTOMOTIVE CORP.