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                                                                   EXHIBIT 10.26

 
                             JOINT VENTURE AGREEMENT

     This JOINT VENTURE AGREEMENT is made and entered into this ___th day 
of ________, 1998, ("Effective Date") by and between PRI Automation, Inc., a
Massachusetts corporation with its principal offices located at 805 Middlesex
Turnpike, Billerica MA 01821, USA, ("PRI"), and Chung Song System Co., Ltd., a
South Korean corporation with its principal offices located at 33, Jije-Dong,
Pyungtaek, Kyungki-Do, Korea ("CSSC"), and Shinsung Eng. Co., Ltd., a South
Korean corporation with its principal place of business located at 327
DagsonDong, 6Ka, Yeongdeungpo-Ku, Seoul, 150-046, Korea, ("SEC") with reference
to the following facts:

                                    RECITALS

A.   PRI designs and manufactures factory automation systems primarily used by
     semiconductor manufacturers to automate the fabrication of integrated
     circuits.

B.   CSSC and SEC are companies with substantial prior experience in the
     development and marketing of products and services for the semiconductor
     industry within South Korea.

C.   Mr. S.K. Suh ("Suh") is an officer and employee of CSSC, and is a highly
     qualified business executive with experience and expertise in the area of
     promoting the sale of semiconductor equipment and other products to
     semiconductor manufacturers within South Korea.

D.   PRI, on the one hand, and CSSC and SEC, on the other hand, wish to act as
     equal participants in the formation and operation of a company within South
     Korea for the purpose of marketing, selling, installing and supporting PRI
     products within South Korea and for the purpose of jointly developing a
     manufacturing strategy to be implemented by the joint venture company upon
     agreement by the partners.

E.   PRI, CSSC and SEC wish to appoint Suh as the initial chief executive
     officer of such company, once the company is formed pursuant to the terms
     of this Agreement.

     Now, therefor, in consideration of the promises and mutual covenants and
agreements set forth in this Agreement, PRI, CSSC and SEC agree as follows:

1.   Definitions.

     1.1  All defined terms used in this Agreement will be identified by the use
          of initial capitalization and will have the meaning ascribed to them
          by the Schedule of Defined Terms attached as Exhibit A to this
          Agreement.

2.   Formation of the Company.
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     2.1  Within ninety (90) days of the execution of this Agreement, PRI, CSSC
          and SEC will cause to be formed a company (the "Company") pursuant to
          the terms of this Agreement with its principal place of business
          located in the City of Seoul, South Korea adopting as its Articles of
          Incorporation attached to this Agreement as Exhibit B.

     2.2  All costs and fees associated with the formation of the Company will
          be borne by the Company. Such fees include, without limitation, any
          applicable Registration Tax, Education, Tax, Public Bond, Notarization
          Fee, Stamp Fees, and any other costs or fees recognized by law in
          South Korea. Each party will bear its own legal fees.

3.   Capitalization of the Company.

     3.1  Contemporaneous with, and in connection with, the formation of the
          Company pursuant to Section 2, the Company will be capitalized as
          follows.

     3.2  Subject to the terms and conditions of this Agreement, and subject to
          Governmental Approval in form and substance satisfactory to PRI, CSSC
          and SEC, PRI and CSSC will each subscribe to the equity capital of the
          Company as follows. CSSC will contribute capital in the form of two
          hundred and sixty million South Korean won (KW260,000,000) in cash and
          will receive 260 shares of the common stock of the Company. SEC will
          contribute capital in the form of two hundred and sixty million South
          Korean won (KW260,000,000) in cash and will receive 260 shares of the
          common stock of the Company. PRI will contribute capital in the form
          of two billion and eighty million South Korean won (KW2,080,000,000)
          in cash and will receive 2,080 shares of the common stock of the
          Company.

     3.3  During the period that expires two years after the Effective Date CSSC
          and SEC will each have, at their sole discretion, the option each to
          purchase up to seven hundred and eighty (780) additional shares of the
          common stock of the Company, subject to the following terms and
          conditions:

          3.3.1 The option price is one million South Korean won (KW1,000,000)
                per share of common stock, and the purchaser must purchaser a
                minimum of one hundred and ninety five (195) in any one purchase
                event.

          3.3.2 The purchase option may only be exercised upon thirty (30) days
                prior written notice to PRI and the Company.

          3.3.3 SEC and CSSC must exercise the option to purchase shares

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                simultaneously, and at no point will either SEC or CSSC acquire
                a larger percentage of issued shares than the percentage owned
                by the other.

          3.3.4 The Company's actual receipt of the purchase money from the
                purchaser in a commercially reasonable form designated by the
                Company, and SEC's and CSSC's good faith performance of all of
                their obligations under this Agreement, jointly and severally,
                are express conditions precedent to SEC's and CSSC's right to
                purchase shares pursuant to this Section 3.3.

     3.4  Other than the purchase of shares of common stock by SEC and CSSC
          pursuant to Section 3.3 above, if at any time after the issuance of
          shares as provided in Section 3.2 the Company increases the number of
          equity shares or other equity securities issued, then PRI, CSSC and
          SEC will each have the right, but not the obligation, to subscribe to
          such new issuance and pay fully at par value for such shares or other
          equity security, up to the number of shares required to maintain the
          subscribing party's percentage ownership of the total outstanding
          shares issued by the Company at the time of the subsequent offering.

     3.5  PRI, CSSC and SEC will each make their cash contributions by making
          payment to the Company at the time of the incorporation of the Company
          in a commercially reasonable manner chosen by the Company consistent
          with the requirements of South Korean law.

4.   Acquisition of Assets by Purchase.

     4.1  Within sixty (60) days of the formation and capitalization of the
          Company the Company will enter into the Purchase and Sale Agreement
          attached hereto as Exhibit C, and will purchase the specified assets
          and materials from PRI pursuant to the terms of the Purchase and Sale
          Agreement. The completion of the Purchase and Sale Agreement and the
          transactions contemplated therein are an express condition of the
          effectiveness of this Agreement.

5.   Conditions Subsequent.

     5.1  The formation of the Company pursuant to Section 2, CSSC's, SEC's, and
          PRI's contribution of cash pursuant to Section 3, and the unanimous
          approval of the Business Plan by the shareholders pursuant to Section
          11 of this Agreement, are each conditions subsequent to the
          effectiveness of this Agreement. The failure of any party to perform
          such acts will not give rise to any claim against the other party,
          including, without limitation, claims for damages based upon alleged
          breach of contract, but such failure will cause this Agreement to
          expire and have no further effect except for those provisions
          specified in Section 17.6 which will survive the termination or
          expiration of this Agreement. There are no other

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          conditions subsequent in this Agreement other than those expressly
          described in this Section 5.

6.   Purpose of the Company; Strategic Alliance with PRI.

     6.1  The purpose of the Company will be to market, sell, install and
          support PRI's factory automation products within the Territory,
          including, without limitation, PRI's hardware and software products,
          and to provide services to consumers of such products within the
          Territory including, without limitation, installation and operational
          support, repair, and responding to customer queries. The parties will
          jointly develop a strategy for expanding the activities of the Company
          to include manufacturing to be implemented by the Company upon
          agreement by the venture partners.

     6.2  In furtherance of the purposes of the Company, within thirty (30) days
          of the formation of the Company, or such further time as may be
          required by South Korean law, the parties will cause the Company to
          execute and enter into the Strategic Alliance Agreement attached as
          Exhibit D to this Agreement and to perform the obligations and duties
          stated therein. The acts and performances required by the Strategic
          Alliance Agreement are cumulative and in addition to the acts and
          performances required by this Agreement. In the event of any
          unavoidable conflict between the terms of the Strategic Alliance
          Agreement and the terms of this Agreement, then this Agreement will
          control. If this Agreement is terminated, expires and becomes of no
          further effect for any reason, then the Strategic Alliance Agreement
          will also and simultaneously terminate, expire, and be of no further
          effect.

7.   Restrictions on the Transfer of shares.

     7.1  In addition to such restrictions on the transfer of shares as may be
          provided in the Articles of Incorporation of the Company at the time
          of the Company's formation or in the future, the shareholders agree to
          the following.

     7.2  PRI, CSSC and SEC each agree not to voluntarily transfer, pledge or
          encumber shares in the Company held by such shareholder without the
          prior written consent of the other shareholder. Any transfer in
          violation of Section 7 of this Agreement gives rise to an action for
          damages in the Company and in the shareholder not in violation of
          Section 7, and all such additional relief or remedies as may be
          provided for or permitted by South Korean law as of the date of the
          violation of Section 7.

     7.3  Since damages arising from a breach of the above mentioned obligations
          under this Section 7 may be difficult to determine with precision, the
          shareholders agree

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          that the shareholder who breaches the terms of this Section 7 shall
          pay to the other shareholder as liquidated damages a sum equivalent to
          twice the fair market value of the shares, as determined in Section
          8.5, sold, transferred or otherwise disposed of or twice the proceeds
          received by the breaching shareholder in the transaction whereby the
          breach occurred, whichever is greater. The shareholders agree that
          such liquidated damages are fair and reasonable and will be without
          prejudice to, and cumulative with other remedies provided by law or
          this Agreement.

     7.4  In the event of an involuntary transfer of shares in the Company held
          by PRI, CSSC or SEC, the shareholders will have the rights set forth
          in Section 8 of this Agreement.

     7.5  In subscribing to shares in the Company, PRI, CSSC and SEC each
          represent and warrant that: (i) such shares were acquired by such
          shareholder solely for such shareholder's own account and not with a
          view to, or for resale in connection with, the distribution or other
          disposition thereof; (ii) such shareholder is intimately familiar with
          the prospects of the Company and the significant risks associated with
          an investment in the shares of the Company; and (iii) an investment in
          such shares may not be liquidated by the holder thereof, even in an
          emergency.

     7.6  Any certificates evidencing PRI's, CSSC's or SEC's shares in the
          Company will bear the following legend, along with such security law
          legends as counsel for the Company may deem necessary or appropriate:

          "ANY TRANSFER OR SALE OF THE SHARES REPRESENTED BY THIS CERTIFICATE
          ARE SUBJECT TO CERTAIN CONDITIONS CONTAINED IN THAT JOINT VENTURE
          AGREEMENT BY AND BETWEEN PRI AUTOMATION, INC., CHUNG SONG SYSTEM CO.,
          LTD AND SHINSUNG ENG. CO., LTD. DATED AS OF THE ___ DAY OF ___ 1998,
          AND APPROVAL BY THE BOARD OF DIRECTORS IN ACCORDANCE WITH THE ARTICLES
          OF INCORPORATION OF THE COMPANY, COPIES OF WHICH ARE AVAILABLE FOR
          REVIEW AT THE REGISTERED HEADQUARTERS OF THE COMPANY. ANY TRANSFER OR
          SALE OF THESE SHARES OR ANY INTEREST THEREIN, IN VIOLATION OF THE SAID
          CONDITIONS SHALL BE AND IS PROHIBITED."

8.   Buy-Sell Agreement.

     8.1  As to CSSC and SEC only, and expressly excluding PRI, each of the
          following will be "Triggering Events": (i) a written notice of
          Triggering Event from any party to the other parties upon the death or
          adjudication of incompetency of Suh; (ii) Suh ceasing to devote a
          significant portion of his time to the business of the Company for any
          reason; (iii) the disability (defined to mean failure by reason of

                                       
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          physical or mental impairment to perform material duties of his
          position for the Company for a period of four continuous months or
          four non-continuous months over an 18-month period) of Suh; (iv) a
          change in ownership control of CSSC or SEC; and (v) the transfer of
          more than 33% of all outstanding issued shares in CSSC or SEC to a
          third party.

     8.2  As to CSSC, SEC and PRI, each of the following will be "Triggering
          Events": (i) a notice of Triggering Event from a non-breaching party
          identifying a material breach of the terms this Agreement, which
          breach was not cured within thirty (30) days of prior written notice
          thereof; and (ii) any involuntary transfer of the respective
          shareholder's shares in the Company.

     8.3  Upon the occurrence of a Triggering Event, the following will apply:

          8.3.1 If the shareholder causing the Triggering Event or to whom the
                Triggering Event applies is SEC alone (or the recipient of the
                shares from SEC in the event of an involuntary transfer) then
                SEC will be obligated to sell, and PRI and CSSC will be
                obligated to buy in quantities that will maintain the 2 to 1
                ratio of the relative ownership positions of PRI and CSSC
                respectively, all of the shares of the Company held by the SEC
                (or said recipient of shares) upon written notice ("Purchase
                Notice") to SEC within thirty (30) days from the date on which
                PRI and CSSC became aware of the occurrence of the Triggering
                Event. Said purchase and sale will occur thirty days after the
                Purchase Notice; provided, however, that if SEC may not legally
                sell, or either or both of the purchasing shareholders may
                not legally purchase such shares, such purchase and sale will
                take place as soon as the shareholders are legally permitted to
                effect such purchase.

          8.3.2 If the shareholder causing the Triggering Event or to whom the
                Triggering Event applies is CSSC alone, or CSSC and SEC together
                or contemporaneously (or the recipient of the shares from CSSC
                and/or SEC in the event of an involuntary transfer or transfers)
                then CSSC and SEC will be obligated to sell, and PRI will have
                the option, at its sole discretion, to buy, all of the shares of
                the Company held by the SEC and CSSC (and/or said recipient of
                shares) upon written notice ("Purchase Notice") to SEC and CSSC
                within thirty (30) days from the date on which PRI became aware
                of the occurrence of the Triggering Event. Said purchase and
                sale will occur thirty days after the Purchase Notice; provided,
                however, that if SEC or CSSC may not legally sell, or PRI may
                not legally purchase such shares, such purchase and sale will
                take place as soon as the shareholders are legally permitted to
                effect such purchase.

          8.3.3 If the shareholder causing the Triggering Event or to whom the
                Triggering

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                Event applies is PRI (or the recipient of shares from PRI in the
                event of an involuntary transfer or transfers) then PRI will be
                obligated to sell, and CSSC and SEC will be jointly and
                severally have the option, at their sole discretion, to buy, all
                shares of the Company held by PRI (or the recipient of shares)
                upon written notice ("Purchase Notice") to PRI within thirty
                (30) days from the date on which CSSC and SEC became aware of
                the occurrence of the Triggering Event. Said purchase and sale
                will occur thirty days after the Purchase Notice; provided,
                however, that if PRI may not legally sell, or CSSC or SEC may
                not legally purchase such shares, such purchase and sale will
                take place as soon as the shareholders are legally permitted to
                effect such purchase.

          8.3.4 With regard to any purchase and sale carried out pursuant to any
                provision of this Section 8.3, at the closing of the purchase
                and sale, the selling shareholder or shareholders (and/or the
                recipient of shares in an involuntary transfer) will deliver
                certificates representing the shares duly endorsed for transfer,
                together with any applicable transfer taxes, against payment by
                the purchasing shareholder for such shares as provided in this
                Agreement. The purchasing shareholder may assign his or its
                rights to purchase shares so long as it guarantees payment of
                any note issued in connection with the purchase of shares.

     8.4  The purchase price for shares of the Company to be purchased as
          provided in any portion of this Section 8, above, will be as follows.
          In the event of a purchase triggered by a Triggering Event, the price
          per share will be the fair market value of each share as determined:
          (i) by the written agreement of the parties, (ii) if no written
          agreement is reached within ten (10) business days of the date on
          which the purchase notice is given, then by an independent appraiser
          agreed to in writing by the parties, or (iii) if no agreement is
          reached as to value or an independent appraiser, then by the
          Accountant of Company (as defined in Section 12.4) applying, first,
          the terms of this Agreement and, second, generally accepted methods
          for conducting such a valuation. The cost of the appraisal will be
          paid by the Company. For the purposes of this Section 8 "fair market
          value" means the price paid by a willing buyer to an unrelated willing
          seller in an arm's length transaction, taking into account the purpose
          of the Company to sell and support PRI products and the unique
          services provided by Suh to the Company, but without regard to number
          of shares at issue or whether such shares do or do not constitute a
          controlling block of shares in the Company.

     8.5  In order to confirm proper payments and share deliveries pursuant to
          this Section 8 above, a shareholder having rights to receive payments
          or shares pursuant to this Section 8 will have the right to audit the
          relevant books and records of the Company after commercially
          reasonable advance notice, at the Company's main

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          offices during the Company's ordinary business hours. In performing
          any such audit, the relevant shareholder will maintain the
          confidentiality of all information obtained as a result of such audit,
          will use such information only for the purposes of enforcing rights
          hereunder and will conduct such audit in a manner that causes a
          minimum disruption to the business. The costs of any such audit will
          be borne by the shareholder requesting the audit.

     8.6  The remedies under this Section 8 will be in addition to, but not in
          lieu of, the remedies or relief as may be provided for or permitted
          under the South Korean laws, the Article of Incorporation or other
          provisions of this Agreement. In the event of any conflict between the
          provisions of this Section 8 and the provisions of any other Section
          of this Agreement, the provisions of this Section 8 will control.

9.   Governance of the Company.

     9.1  Board of Directors.

          9.1.1 Unless otherwise agreed in writing by PRI, CSSC and SEC, the
                Company will have five directors, of whom two will be designated
                by PRI at the sole discretion of PRI ("PRI Directors"), one will
                be designated by CSSC at the sole discretion of CSSC ("CSSC
                Director"), one will be designated by SEC at the sole discretion
                of SEC ("SEC Director") and one of whom will be appointed
                jointly by PRI and CSSC ("Fifth Director"). PRI, CSSC and SEC
                agree to vote all shares of the Company owned or controlled by
                them, and otherwise to use their respective best efforts, to
                elect directors as specified in the preceding sentence. The
                initial directors of the Company will be as follows. PRI
                designates Mitchell G. Tyson and Robert G. Postle as the PRI
                Directors. CSSC designates S.K. Suh as the CSSC Director. SEC
                designates Wan-Keun Lee as the SEC Director. PRI and CSSC
                jointly appoint Robert Holzel as the Fifth Director.

          9.1.2 The Company's Board of Directors (the "Board") will meet at
                least quarterly and at such locations as the Board may from time
                to time agree. The presence of at least one PRI Director and one
                CSSC or SEC Director will be required to constitute a quorum for
                the transaction of business. The Fifth Director must be present
                within the meaning of the Company's bylaws or other governing
                rules of procedure in order to vote, and the Fifth Director will
                be invited to attend every meeting and will be allowed to vote
                on all matters submitted to a vote at any meeting where the
                Fifth Director is present.

          9.1.3 The Chairman of the Board will be appointed by the vote of the
                Board. If

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                the Chairman so appointed is unable to attend any meeting of the
                Board, then PRI will be entitled to appoint another Director to
                act as Chairman in his or her place at such meeting.

          9.1.4 All decisions of the Board will be by simple numerical majority
                of all of the Directors in office and will require a numerical
                majority of all of the Directors in office, except regarding
                Fundamental Board Issues, as hereinafter defined, which will
                require a four-fifths majority of all Directors. In the event
                that a required majority cannot be achieved on any material
                matter moved before the Board, and in the event the party moving
                the matter continues to desire a decision from the Board, then
                the party moving the matter will provide a notice of failure to
                achieve the required majority to the Fifth Director who will
                schedule at the first reasonable opportunity, and in no event
                more than thirty (30) days after receiving such notice a meeting
                of the Board at which all Directors will be required to attend
                and at which the matter may be moved for a second vote in the
                presence of all five Directors. In the event that the required
                majority of Directors is not achieved regarding any Fundamental
                Board Issue, either PRI, CSSC or SEC may by written notice to
                the other shareholders declare that a deadlock (a "Board
                Deadlock") exists and the procedure described in Section 9.5
                below will be followed.

          9.1.5 The Board will elect the General Manager or Representative
                Director of the Company. PRI will have the right, at its sole
                discretion and at all times, to appoint the Chief Financial
                Officer, Statutory Auditor or other chief financial officer of
                the Company, however denominated.

          9.1.6 Subject to applicable law, the compensation of directors and
                officers will be decided by the shareholders at a duly
                constituted shareholders' meeting.

          9.1.7 The following matters will constitute "Fundamental Board
                Issues":

                9.1.7.1 Transactions between the Company and a director, officer
                        or shareholder of the Company, or a person or entity
                        related to a director, officer or shareholder of the
                        Company which have not been disclosed to all
                        shareholders and previously approved by the Board. For
                        the purpose of this Section 9.1.7.1, a person or entity
                        will be deemed to be related to a director, officer or
                        shareholder of the Company if: (i) in the case of a
                        person, such person is related by kinship to the
                        shareholder, officer, or director within two removes or
                        degrees; (ii) in the case of an entity, the shareholder,
                        officer or director owns five percent (5%) or more of
                        the issued equity of the entity or if the shareholder,
                        officer or director of the

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                       Company is also an officer or director of such entity.

               9.1.7.2 Adoption of, or change in, major activities or policies
                       with regard to the business of the Company, and the
                       adoption or amendment of the Business Plan and Budget for
                       the Company;

               9.1.7.3 Creation, assumption or guarantee of indebtedness for
                       borrowed money, creation of any encumbrance (including
                       any fixed or floating charge, security interest or
                       consensual lien), issuance of debt securities or lending
                       of money;

               9.1.7.4 Payment, directly or indirectly, of any cash or assets of
                       the Company to CSSC, PRI or SEC, or any person or entity
                       affiliated with any of them, except as authorized by
                       unanimous vote of the Board;

               9.1.7.5 Termination of the appointment of the Accountant or
                       outside auditor;

               9.1.7.6 Acquisition or purchase of, or subscription for, by the
                       Company of any shares, debentures, mortgages or
                       securities (or any interest therein) in any entity;

               9.1.7.7 Appointment of any committee of the directors or 
                       delegation of any of the powers of the directors to such
                       committee;

               9.1.7.8 Entering into any license, distribution, dealership,
                       consultancy, volume purchase, requirements, supply or
                       similar agreement or arrangement with any person or
                       entity other than PRI that involves revenues, fees,
                       royalties or payments of any kind in excess of forty
                       thousand dollars (US$40,000) or the cash equivalent in
                       South Korean won; or,

               9.1.7.9 Entering into any agreement with regard to any of the
                       foregoing.

     9.2  Shareholder Meetings.

          Meetings of the shareholders may be periodically convened and
          conducted as required by the Board or the articles or bylaws of the
          Company, except as follows. In no event will there be held any meeting
          of the shareholders or any business transacted on behalf of the
          shareholders at any purported shareholders meeting unless there is
          present duly authorized representatives of or proxies for PRI, SEC and
          CSSC. There will be no quorum at a shareholders meeting unless the
          duly

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          authorized representative of or proxies for PRI, CSSC and SEC are
          present.

     9.3  Fundamental Shareholder Issues.

          The following matters will constitute "Fundamental Shareholder
          Issues", which will require the unanimous consent of the shareholders
          pursuant to a shareholders' meeting held in person or by other means
          permitted by the articles and bylaws of the Company:

          9.3.1  Authorization or issuance of share capital of the Company or
                 other securities except as provided by Section 2 above, or
                 authorization or issuance of warrants, options, convertible
                 securities or other agreements, instruments or commitments
                 pursuant to which the Company is or may become obligated to
                 issue any shares of its capital or other securities except as
                 provided in Section 2 above;

          9.3.2  Dissolution, liquidation or winding up of the Company;

          9.3.3  Merger or consolidation of the Company with or into another
                 company;

          9.3.4  Amendment of the articles of incorporation;

          9.3.5  Organization, acquisition or disposition of any subsidiary;

          9.3.6  Sale, transfer, lease or other disposition of a part of the
                 property or assets of the Company or any subsidiary of the
                 Company (or any interest therein) with a value in excess of
                 twenty thousand dollars (US$20,000);

          9.3.7  Alteration of any rights attaching to any shares or additional
                 shares of the Company;

          9.3.8  Consolidation, sub-division, conversion or reclassification of
                 any of the Company's share capital or alteration of any of the
                 rights attaching thereto;

          9.3.9  Entering into any partnership, joint venture or profit sharing
                 agreement with any person or entity;

          9.3.10 Making of any tax election by the Company;

          9.3.11 The distribution of profits, if any, pursuant to this
                 Agreement; or,

          9.3.12 Entering into any agreement with regard to any of the
                 foregoing.


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     9.4  Shareholder Deadlock.

          9.4.1  In the event that PRI, CSSC and SEC fail to agree on any
                 Fundamental Shareholder Issue, either PRI, SEC, or CSSC may by
                 written notice to the other shareholders and to the Company
                 declare that a deadlock (a "Shareholders' Deadlock") exists.
                 Following the giving of any such notice, the parties and the
                 Company will follow the procedure set forth in Section 9.5 of
                 this Agreement.

     9.5  Rights on Deadlock.

          9.5.1  Upon (i) a declaration of a Shareholders' Deadlock in
                 accordance with Section 9.4 above, or (ii) a declaration of a
                 Board Deadlock in accordance with Section 9.1.4 above, the
                 following procedures will be followed. The shareholder
                 declaring the Deadlock will provide notice of such declaration
                 to the Fifth Director. At the earliest reasonable opportunity,
                 and in no event more than twenty (20) days after his or her
                 receipt of such notice, the Fifth Director will schedule a
                 meeting which must be attended in person by all Directors at a
                 commercially reasonable location within or without South Korea,
                 but in no event at the offices of CSSC, SEC, PRI or the
                 Company. At this meeting the Fifth Director, or a third party
                 appointed by the Fifth Director and approved by PRI, SEC, and
                 CSSC, will attempt to mediate a resolution to the Deadlock.
                 The mediation will follow any method or procedure chosen by the
                 Fifth Director or the appointed mediator except that the
                 mediation will terminate no more than seventy two (72) hours
                 after it commences and all costs associated with the mediation
                 will be divided and paid evenly by CSSC, PRI, and SEC. If the
                 mediation does not result in the resolution of the Deadlock,
                 then the Company will shut down and cease operations, liquidate
                 all of its assets, pay any debts or obligations, and distribute
                 any residual value to the shareholders on the basis of their
                 share holdings at the time of the distribution. The shut down,
                 liquidation, satisfaction of debts and obligations, and
                 distribution will be supervised by the Treasurer, Auditor or
                 other chief financial officer of the Company at the time of
                 Deadlock and will be carried on in a commercially reasonable
                 manner on a commercially reasonable schedule.

10.  Management of Operations.

     10.1 The day-to-day business of the Company will be managed by the
          Representative Director of the Company. The Representative Director of
          the Company will report and be accountable to the Board. The initial
          Representative Director will be Suh, who will serve for a term of one
          year from the Effective Date of this


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          Agreement, or until he is removed or replaced. Thereafter, the
          Representative Director will be designated by the unanimous consent of
          the shareholders and will serve in accordance with resolutions adopted
          by the Board and the shareholders.

     10.2 In the event any person serving as Representative Director is unable
          to perform his or her duties as a Representative Director because of
          medical disability (as evidenced by a written opinion of a physician),
          the business of the Company will be managed jointly for up to sixty
          days by one PRI Director chosen by PRI and the CSSC Director. If an
          incumbent Representative Director continues to be disabled after 60
          days, the Board will appoint a new Representative Director by
          unanimous consent and each shareholder or such shareholder's duly
          authorized representative will vote its shares in favor of appointing
          the Representative Director and take all other action necessary to
          provide for such appointment.

     10.3 As often as necessary to keep the Board and the shareholders
          reasonably informed of material events, and in no event less than once
          each calendar month, the Representative Director will provide to the
          Directors and the shareholders a written report summarizing the
          material facts arising from or relating to the Company's operational
          performance since the last such written report. In addition to such
          other information as the Representative Director may include at his
          discretion such operational reports will include the following: (i)
          the operational plans of the Company and any changes thereto; (ii) the
          acquisition and allocation of operational resources, including human
          resources, office space, equipment and other non-monetary resources;
          (iii) the efforts of the Company to market and promote the products of
          PRI; (iv) material matters relating to third party disputes and
          litigation, government relations including all necessary permits and
          approvals, and public relations and public image; and (v) all quotes
          for the sale of PRI Products that have been made and remain
          outstanding.

11. Creation and Amendment of the Business Plan.

    11.1  The first act of the Representative Director of the Company will be to
          cooperate and work together with PRI to develop promptly a business
          plan for the Company, to be approved and agreed upon by all
          shareholders ("Business Plan"). The Business Plan will include a
          description of: the scope of work the parties expect to be undertaken
          by the Company; staffing, organization and management requirements;
          marketing plans; methods of operation of the Company, and; such other
          subjects as the Representative Directors may choose to include or the
          shareholders may require. The period covered by the initial Business
          Plan will be three (3) years.

     11.2 Within sixty (60) days of the end of each fiscal year, the
          Representative Director will prepare a revised Business Plan to be
          approved and agreed upon by all


                                      13
<PAGE>
 
          shareholders prior to the end of the next fiscal year. The revised
          Business Plan will include additional plans necessary to extend the
          plan for the next three years, and will include such other revisions
          as the Representative Director may suggest and the shareholders may
          agree upon.

     11.3 The Business Plan may be revised at any time but only with unanimous
          written consent of the shareholders. Unless he or she receives
          unanimous written permission to the contrary, the Representative
          Director will operate the Company by implementing the Business Plan.

12.  Financial Management and Reporting.

     12.1 The fiscal year of the Company will end on September 30 of each year.

     12.2 In addition to financial records maintained according to the
          requirements of applicable law, the Company will at all times keep
          records and books of account in which complete and correct entries
          will be made, in accordance with generally accepted accounting
          principles and practices adopted from time to time by the Company and
          utilized in the preparation of its annual audited financial
          statements. The Company will afford to each shareholder and its
          employees, counsel, accountants and other authorized representatives
          free and full access, at all reasonable times, to all its books,
          records and properties and to all its officers and other employees of
          the Company having responsibility for financial or accounting matters
          generally, for any reasonable purpose whatsoever. Each shareholder
          will use all reasonable efforts to maintain the confidentiality of any
          confidential and proprietary information so obtained by it that is not
          otherwise available.

                                      14
<PAGE>
 
     12.3 The Company will prepare and submit to all shareholders at least
          ninety days prior to the beginning of each fiscal year an annual
          budget for the next fiscal year, including, on an annual and quarterly
          basis, an operating plan, capital plan and staffing plan in the
          format, and with such detail, as the shareholders may reasonably
          request. These plans will be accepted as the budget for such fiscal
          year when they have been approved by the shareholders (the "Budget").
                                                                      ------
          The Budget will be reviewed by the Company no less frequently than
          quarterly. All proposed changes to and material deviations from the
          Budget will be submitted to the shareholders in advance of their
          adoption by the Company and will only be adopted by the Company after
          such changes or deviations are approved by all shareholders.

     12.4 The financial statements of the Company will be audited as of the end
          of each fiscal year by independent certified public accountants of
          established international reputation agreed upon in writing by the
          shareholders (the "Accountant"). The Company will pay the costs of
          each such audit. All questions of accounting will be determined by the
          Accountant based on generally accepted accounting principles, and the
          determination of any such questions by the Accountant will be
          conclusive.

     12.5 Unless otherwise agreed to by the shareholders in writing, the Company
          will furnish to each shareholder the following financial statements
          and other information:

          12.5.1 Within ten (10) days after the end of each month, an unaudited
                 financial report of the Company, which report will be prepared
                 in accordance with generally accepted accounting principles
                 consistently applied and which will include: (i) an income
                 statement for such month, together with a cumulative income
                 statement from the first day of the then-current fiscal quarter
                 and year; (ii) a comparison between the actual income
                 statements for such periods and the Budget for such periods,
                 with an explanation of any material differences between them,
                 if any; and, (iii) a balance sheet as of the last day of such
                 month.

          12.5.2 Within sixty (60) days after the end of each fiscal year of the
                 Company, audited financial statements of the Company, which
                 will include an income statement for such fiscal year and a
                 balance sheet as of the last day thereof, and statements of
                 stockholders' equity and cash flow statements for such fiscal
                 year, each prepared in accordance with generally accepted
                 accounting principles consistently applied, which will be
                 accompanied by the unqualified audit opinion of the Accountant
                 thereon, prepared in accordance with generally accepted
                 auditing standards, and the

                                      15
<PAGE>
 
                 Accountant's annual management letter. At such time, the
                 Company will also provide to the shareholders a certificate of
                 the Accountant certifying to shareholders that, based upon the
                 Accountant's examination of the affairs of the Company
                 performed in connection with the audit of such financial
                 statements in accordance with generally accepted auditing
                 standards, the Accountant is not aware of the occurrence or
                 existence during such fiscal year of any condition or event
                 which constitutes or would constitute, upon notice or lapse of
                 time or both, a default in the performance of any of the
                 Company's obligations under this Agreement or any other
                 agreement to which the Company is a party, or if they are aware
                 of such condition or event, specifying the nature thereof.

          12.5.3 Promptly upon becoming available, any other financial or other
                 information available to management of the Company as any of
                 the shareholders will have reasonably requested on a timely
                 basis.

13.  Distribution of Profits.

     13.1 At the end of each fiscal year the Company will determine by generally
          accepted accounting principles consistently applied the amount of
          profit for such fiscal year. Unless otherwise required by South Korean
          law, each year the Company will retain no more than twelve (12) months
          and no less than six (6) months of operating working capital. All
          other profits, as determined by generally accepted accounting
          principles, will be either: (i) distributed to the shareholders based
          upon their share holdings at the time of the distribution; or, (ii)
          re-invested or retained by the Company. The decision to distribute,
          re-invest, or retain profits will be made exclusively by the unanimous
          vote of all shareholders.

14.  Representations and Warranties.

     14.1 PRI, CSSC and SEC each represent and warrant to the others that the
          execution, delivery and performance of this Agreement and the
          consummation of the transactions contemplated hereby: (i) do not, and
          will not, conflict with or violate any provision of, and will not
          constitute a default or breach under, any agreement to which PRI, SEC,
          or CSSC is currently a party; (ii) do not, and will not, violate any
          law, regulation, order, judgment or decree of any court or other
          governmental agency to which PRI, SEC. or CSSC is subject; and, (iii)
          do not and will not violate or infringe the proprietary rights of any
          third party, including, without limitation, rights of confidentiality
          and non-disclosure, copyrights, patents, trademarks, trade secrets, or
          other proprietary rights.

                                      16
<PAGE>
 
15.  Confidentiality.

     15.1 Unless otherwise agreed to in writing by the other shareholders or the
          Company, or otherwise provided in this Agreement, neither PRI, CSSC,
          nor SEC will disclose any Confidential Information to any third party,
          or use any Confidential Information for any purpose other than
          furthering the purposes of this Agreement and of the Company. PRI,
          CSSC, and SEC may disclose Confidential Information to their own
          employees, consultants, parent or subsidiary entities, contractors,
          agents, or representatives, but only to the extent necessary to
          further the purposes of the Company and this Agreement, and only after
          taking all steps reasonably necessary to insure that Confidential
          Information is not improperly disclosed, including, without
          limitation, procuring, where appropriate, nondisclosure agreements
          from parties to whom Confidential Information is disclosed.

16.  Non-Solicitation and Non-Competition.

     16.1 Until the termination of this Agreement and for one year thereafter no
          shareholder will induce any employee, contractor, consultant, or agent
          of the Company or of the other shareholder to leave the employ of the
          Company or the other shareholder for any reason.

     16.2 During the term of this Agreement, no shareholder will directly or
          indirectly engage in a business in South Korea or enter into any
          business relationship with any other entity or person in South Korea,
          which will or could compete with or which will or could have a
          materially adverse effect on the business of the Company.

     16.3 Unless this Agreement is terminated by the material breach of PRI, for
          a period of four years after termination of this agreement, CSSC and
          SEC agree, jointly and severally, that they will neither directly nor
          indirectly engage in a business in South Korea or enter into any
          business relationship with any other entity or person in South Korea,
          which will or could compete with or which will or could have a
          materially adverse effect on the business of PRI.

17.  Term and Termination.

     17.1 The Agreement will become effective as of the Effective Date and
          remain in effect until it expires or is terminated pursuant to its
          terms.

     17.2 This Agreement will terminate immediately upon: (i) the completion of
          the cessation of the business activity of the Company, (ii) the sale
          or other disposition


                                      17
<PAGE>
 
          of all of the Company's assets, and the distribution, if any, of any
          residual value in the Company to the shareholders, or (iii) the
          closing of the sale by a shareholder of all of his or its shares to
          any other shareholder pursuant to any provisions of this Agreement.

     17.3 All shareholders will have the right to cause the Company to terminate
          its business and to sell or otherwise dispose of its assets following
          the procedure set out in Section 17.4 below, in the event of the
          following:

          17.3.1 upon written notice to the other shareholders if: (i) the
                 Strategic Alliance Agreement entered into contemporaneously
                 herewith is terminated, expired, or becomes ineffective prior
                 to the termination, expiration, or ineffectiveness of this
                 Agreement; or (ii) any other shareholder has breached the terms
                 of this Agreement or any other agreement contemplated herein,
                 including, without limitation, those Agreements attached as
                 Exhibits hereto, and has failed to cure such breach thirty (30)
                 days after receiving notice of such breach from another
                 shareholder or other party to the agreement under which the
                 breach arises;

          17.3.2 upon ten (10) days written notice to the other shareholders if
                 the Company has for two consecutive months failed to pay its
                 obligations when due or if a receiver has been appointed over
                 the whole or any part of the assets of any other shareholder or
                 of the Company, or if any petition is filed by or against any
                 other shareholder initiating any bankruptcy or reorganization
                 proceeding of such shareholder or the Company, if such
                 proceeding will not have been dismissed or stayed within sixty
                 (60) days after such filing, or if any order is made or
                 resolution is passed for the dissolution of such shareholder
                 (unless such order or resolution is a part of a scheme of
                 recapitalization, merger or consolidation), or if steps are
                 taken to dissolve another shareholder, subject in each such
                 case to the right of the affected shareholder to obtain a stay
                 of such proceedings; or,

          17.3.3 upon thirty (30) days written notice if the shareholders fail
                 to approve, confirm or amend any Budget within sixty (60) days
                 following the commencement of the fiscal period to which such
                 Budget relates.

     17.4 The party or parties receiving notice pursuant to Section 17.3 (the
          "Selling Shareholders") hereby grant to the party which gave such
          notice (the "Buying Shareholder") an irrevocable option to buy the
          Selling Shareholders' shares in the Company upon the Selling
          Shareholders' receipt of a notice of exercising the option, which
          shall be given within thirty (30) days of the written notice provided
          under Section 17.3.1(ii) or 17.3.2. The purchase price for the Selling
          Shareholders' shares will be determined following the procedures
          described in

                                      18
<PAGE>
 
           Section 8.5 above. Immediately upon the Buying Shareholder's
           acquisition of the Selling Shareholder's shares, the Buying
           Shareholder will vote all of its shares in support of a resolution
           requiring the termination of the Company's business and the
           dissolution of the Company in a commercially reasonable manner and
           the Treasurer, Auditor or other chief financial officer will dissolve
           the Company pursuant to such vote.

     17.5  Upon the expiration or termination of this Agreement each shareholder
           and the Company will promptly return the providing shareholder all
           copies of all Confidential Information previously provided to him or
           it by such shareholder. The Confidential Information of the Company
           will be retained in the files of Company and the shareholders, but
           only to the extent such Company Confidential Information does not
           contain or embody Confidential Information previously provided by a
           shareholder.

18.  General Provisions.

     18.1  Entire Agreement; Language.
 
           This Agreement and the Exhibits attached hereto and agreements
           referred to herein represent the entire agreement among the parties
           hereto with respect to the subject matter of this Agreement, and
           supersedes all prior understandings or agreements among them and
           relating thereto. The official language of this Agreement is the
           American usage of English. All reports, documents, and information
           required to be delivered by the Company or any party to this
           Agreement will be delivered in English.

     18.2  Amendment.

           This Agreement will not be amended or modified except by a written
           instrument executed by all shareholders.
 
     18.3  Governing Law and Venue.

           Except as otherwise required under the mandatory provisions of South
           Korean laws, the interpretation and enforcement of this Agreement
           will be governed by and construed under the laws of South Korea
           without regard to its principles of conflicts of laws. Any dispute
           arising from or relating to the interpretation and enforcement of
           this Agreement will be resolved through binding arbitration before
           the London Court of International Arbitration ("LCIA") in London,
           England. The arbitration will follow the Arbitration Rules of the
           LCIA applicable at the time of the dispute except that the arbitrator
           or arbitrators chosen under the LCIA rules will be familiar with the
           conventions and practices of the semiconductor

                                      19
<PAGE>
 
          manufacturing industry. PRI, SEC, and CSSC stipulate and consent to
          the jurisdiction of the LCIA over them and to the convenience and
          fairness of proceeding before the LCIA.

     18.4 Relationship of the Parties.

          Nothing contained in this Agreement will be construed to constitute a
          shareholder as a partner, agent, or representative of any other
          shareholder. Except as otherwise expressly provided herein, no
          shareholder will have any authority to act for or assume any
          obligation or responsibility on behalf of the Company or any other
          shareholder. Except as expressly provided herein, the liabilities of
          the shareholders under this Agreement will be several and not joint,
          and each shareholder will be responsible only for its obligations as
          set forth herein, including all taxes, fees, costs, and charges
          associated therewith.

     18.5 Notices.

          All notices permitted or required by this Agreement will be deemed to
          be properly given if delivered personally, or sent by overnight
          international courier of established reputation (such as UPS, DHL, or
          FedEx), to the party to be notified at the address given at the outset
          of this Agreement, marked "Attention: President" or such other address
          as may be indicated in writing from time to time by the party to be
          notified.

     18.6 Assignment.

          The rights and obligations of the parties to this Agreement are
          personal and will not be assigned or delegated without the prior
          written consent of the other party hereto. This Agreement will be
          binding upon and inure to the benefit of, the parties and their
          successors and approved assigns.

     18.7 Equitable Relief.

          The parties hereto agree that it would be impossible to measure in
          money the damage to the Company and the shareholders in the event of a
          breach of any of the terms and provisions of this Agreement, and the
          parties hereto agree that in the event of any such breach, the Company
          and the shareholders will not have an adequate remedy at law and will
          be irreparably damaged if such provisions are not specifically
          enforced. Each of the terms and provisions of this Agreement will be
          enforceable in a court of equity by a decree of specific performance,
          and each of the parties hereto hereby consents that preliminary and
          final injunctive relief may be provided for and granted in connection
          therewith. Specific performance and equitable relief will be
          commutative

                                      20
<PAGE>
 
          remedies that may be provided in addition to any other remedies or
          forms of relief allowed by law or the terms of this Agreement.

     18.8 Non-Waiver and Severability.

          No failure or delay on the part of the Company or the shareholders or
          any of them in exercising any right, power or privilege hereunder, and
          no course of dealing between the Company and the shareholders or any
          of them will operate as a waiver thereof, nor will any single or
          partial exercise of any right, power or privilege hereunder preclude
          the simultaneous or later exercise of any other right, power or
          privilege. In the event that any provision of this Agreement will be
          held invalid or unenforceable, the remaining provisions of this
          Agreement will remain in full force and effect and be construed to
          further the purposes of the Company and this Agreement.

     18.9 Further Assurances and Cooperation.

          PRI, CSSC and SEC each agree to execute and deliver such further
          instruments, certificates, documents, and to provide such information
          and cooperation as may be necessary from time to time to provide or
          complete the performances required by this Agreement.

     18.10 Counterparts.

          This Agreement may be executed in counterparts, each of which will be
          deemed to be an original and all of which when taken together will be
          deemed to be one Agreement.

     IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first above written


PRI Automation, Inc.                    Shinsung Eng. Co., Ltd.

By:  (sign) /s/ Mitchell G. Tyson       By:  (sign) /s/ W.K. Lee 
           ----------------------                  ------------------------

     (print) Mitchell G. Tyson               (print) W.K. Lee
            ---------------------                    -----------------------

Its: President                          Its:  President
     ----------------------------             ------------------------------

Chung Song System Co., Ltd.

By:  (sign) Sung K. Suh
           ----------------------

                                       21
<PAGE>
 
     (print) Sung K. Suh
            --------------------

Its: President
     ---------------------------

                                       22
<PAGE>
 
                                  EXHIBIT A

                          Schedule of Defined Terms



"Accountant" will have the meaning ascribed to it in Section 12.4.

"Agreement" will mean this Joint Venture Agreement, including all schedules,
exhibits and addenda thereto.

"Board" will have the meaning ascribed to it in Section 9.1.2.

"Board Deadlock" will have the meaning ascribed to it in Section 9.1.4.

"Budget" will have the meaning ascribed to it in Section 12.3.

"Business Plan" will have the meaning ascribed to it in Section 11.1.

"Company" will mean the South Korean corporation formed by PRI pursuant to
Section 2.1 of this Agreement.

"Confidential Information" will mean the terms of this Agreement and all
information provided or disclosed to PRI or Suh by the Company, or regarding the
Company which is marked "CONFIDENTIAL", "TRADE SECRET" or "PROPRIETARY." In
addition, Confidential Information will include all information provided by PRI
to Suh, or by Suh to PRI that is with regard to the confidential business of PRI
or Suh and is marked "CONFIDENTIAL," "TRADE SECRET" or "PROPRIETARY."
Confidential Information will not include: (i) any information or material that
is retrieved through the public domain and was in or enters the public domain
through no fault of the retrieving party; (ii) any information independently and
properly developed by the party possessing such information; or, (iii) is
required to be disclosed by applicable law, regulation, or governmental or
judicial order, although a party disclosing information that would otherwise be
Confidential Information but for applicable law, regulation or governmental or
judicial notice will give notice of the disclosure to the other party in advance
of making such disclosure.

"CSSC" will have the meaning ascribed to it in the opening sentence of this
Agreement.

"CSSC Directors" will have the meaning ascribed to it in Section 9.1.1.

"Fifth Director" will have the meaning ascribed to it in Section 9.1.

"Fundamental Board Issues" will have the meaning ascribed to it in Section
9.1.7.

                                       23
<PAGE>
 
"Fundamental Shareholder Issues" will have the meaning ascribed to it in
Section 9.3.

"PRI" will have the meaning ascribed to it as it appears in context on the first
page of this Agreement.

"PRI Directors" will have the meaning ascribed to it in Section 9.1.1.

"SEC" will have the meaning ascribed to it as it appears in context on the first
page of this Agreement.

"Strategic Alliance Agreement" will refer to the form of agreement provided in
Exhibit D, attached hereto.

"Suh" will have the meaning ascribed to it in Recital C of this Agreement.

"Territory" will mean the following geographic region: South Korea.

"Triggering Events" will have the meaning ascribed to it in Section 8.1 &
8.2.

"Triggering Shareholder" will have the meaning ascribed to it in Section 8.3.

                                       24
<PAGE>
 
                                    EXHIBIT C

                          Purchase and Sale Agreement

                                 [See attached]

                                       25
<PAGE>
 
                           PURCHASE AND SALE AGREEMENT



     In consideration of the parties performance of the Joint Venture Agreement
entered into by and between the same parties as of ___________________, l997, 
which performance is an express condition to the continued effectiveness of this
Purchase and Sale Agreement, _______________, a _____________ corporation 
("Seller"), has SOLD, ASSIGNED and TRANSFERRED and by these presents does SEAL,
ASSIGN, TRANSFER and DELIVER to Chung Song Systems Co., Ltd., a South Korean
corporation, its successors and assigns ("Buyer"), effective as of ___________, 
1997, all Seller's right, title and interest in and to each and all of the 
assets and properties described below (the "Assets"):


      Acquisition                     Description                Value (KW)

        4/09/96          Telephone                               1,960,000
        4/10/96          Hand Phone - Samsung Anycall              760,000
        4/10/96          HP Laser Printer                        1,900,000
        4/10/96          Desk Top - Samsung                      3,790,000
        4/10/96          Desk Top - Samsung                      3,790,000
        4/10/96          Fax Machine - Shindoricho               2,300,000
        4/16/96          Refrigerator                              434,545
        4/16/96          Hand Phone - Motorola                     540,000
        4/16/96          Copy Machine - Xerox                   11,300,000
        5/09/96          Note Book - Compaq LTE 5200             6,814,000
        6/01/96          Monitor & Keyboard                        630,000
        6/01/96          Cordless Phone                            560,000
        7/01/96          Samsung Note Book                       3,150,000
        8/20/96          Book Binder                               440,000
       11/01/96          Samsung Laser Printer                     650,000
        4/08/96          Samsung Note Book                       3,150,000
        5/15/96          Handphone (Anycall) 2 sets              1,272,726
        6/11/96          Samsung Note P.C.                       3,100,000
        6/11/96          Samsung Note P.C.                       3,100,000
        6/26/96          Television - CT-2955                      909,090
        6/26/96          VTR-SV-S200                               472,727
        8/21/97          Desk Top                                2,460,000
        8/21/97          HP Scanner                                720,000
                         Furniture & Fixtures                   54,203,088

        4/4/96           Automobile                             29,618,120

<PAGE>
 
     Seller hereby authorizes Buyer to take any appropriate action in connection
with any of the above described Assets to acquire, perfect, and defend its
rights therein, but at its own expense.

     And Seller, subject to the terms of the Agreement, does hereby warrant,
covenant and agree that it:

          (a) has good and marketable title to the Assets;

          (b) will warrant and defend the sale of the Assets against all and
     every person or persons whomsoever claiming to or making claim against any
     or all of the same; and

          (c) will take all steps reasonably necessary to put Buyer, its
     successors or assigns, in actual possession and operating control of said
     assets and business, except that any such steps requested by Buyer will be
     at Buyer's expense.

     IN WITNESS WHEREOF, Buyer and Seller have caused this Purchase and Sale
Agreement to be signed by their duly authorized representatives, as set forth
below.


BUYER                                  SELLER


By:                                    By:                            
   ----------------------------           ----------------------------
Name:                                  Name:                           
     --------------------------             --------------------------
Title:                                 Title:                         
      -------------------------              -------------------------
Date:                                  Date:                          
     --------------------------             --------------------------