<PAGE>

                                                                    EXHIBIT 10.8

                                VIASYSTEMS, INC.

                            MANUFACTURING AGREEMENT

         This agreement (this "Agreement") is made this 21st day of September,
2001 between Viasystems, Inc., a Delaware corporation ("VIASYSTEMS"), and SR
Telecom S.A.S., a French corporation ("S.A.S.") and SR Telecom Inc., a
corporation incorporated pursuant to the laws of Canada. For the purposes of
this Agreement, SR Telecom Inc. and S.A.S. are collectively referred to as the
"Buyer".

                                    RECITALS

         The parties desire to establish the terms and conditions that will
apply to Buyer's purchase of certain products manufactured by Viasystems for
Buyer. Buyer desires to have certain products of its design manufactured by
Viasystems for sale to Buyer. Viasystems has the capability of manufacturing
such products in its Rouen Facilities or in any other Viasystems facility and
desires to do so for sale to Buyer.

                                    AGREEMENT

         In consideration of the foregoing and the agreements contained herein,
the parties agree as follows:

1.       DEFINITIONS.

         a)       "Affiliate" shall mean any entity that directly or indirectly
                  controls, is under control with, or is controlled by, one of
                  the parties to this Agreement. An entity shall be deemed to be
                  in control of another entity only if, and for so long as, it
                  owns or controls more than fifty-one percent (51%) of the
                  shares of the subject entity entitled to vote in the election
                  of the directors (or, in the case of an entity that is not a
                  corporation, for the election of the corresponding managing
                  authority).

         b)       "Confidential Information" of a party shall mean any
                  information disclosed by that party to the other pursuant to
                  this Agreement which is written, graphic, machine readable or
                  other tangible form and is marked "Confidential,"
                  "Proprietary" or in some other manner to indicate its
                  confidential nature. Confidential Information may also include
                  oral information disclosed by one party to the other pursuant
                  to this Agreement, provided that such information is
                  designated as confidential at the time of disclosure and is
                  reduced to writing by the disclosing party within a reasonable
                  time (not to exceed thirty (30) days) after its oral
                  disclosure), and such writing is marked in a manner to
                  indicate its confidential nature and delivered to the
                  receiving party. Notwithstanding any failure to so identify
                  it, however, all Specifications shall be Confidential
                  Information of Viasystems.

<PAGE>

         c)       "Cost" shall mean the actual purchase price of a component,
                  its production or a service and does not include an
                  administrative or similar mark-up.

         d)       "Delivery Date" shall mean a date of which delivery of
                  Products is requested in a Purchase Order and accepted by
                  Viasystems.

         e)       "Distribution Item" shall mean a component that is included in
                  a Buyer stocking agreement with a third party distributor that
                  is held in the distributor's stock and available for immediate
                  shipment to Buyer or its authorized manufacturer.

         f)       "Excess Inventory" shall mean materials, components and
                  supplies purchased under the terms of this agreement, held in
                  inventory by Viasystems and for which there is no requirement
                  in the next 90 days of the forecast.

         g)       "Intellectual Property" shall mean (i) all rights held by
                  Buyer in the Products and in its Confidential Information,
                  including, but not limited to, patents, copyrights, authors'
                  rights, trademarks, tradenames, know-how and trade secrets,
                  irrespective of whether such rights arise under U.S. or
                  international intellectual property, unfair competition or
                  trade secret laws, and (ii) all rights held by Viasystems in
                  its Confidential Information, including, but not limited to,
                  patents, copyrights, authors' rights, trademarks, tradenames,
                  know-how and trade secrets, irrespective of whether such
                  rights arise under U.S. or international intellectual
                  property, unfair competition of trade secret laws.

         h)       "Inventory" shall mean raw materials, components and supplies
                  necessary for the manufacture of Products pursuant to this
                  Agreement.

         i)       "Long-Lead Inventory" shall mean those items of Inventory
                  identified in writing by Viasystems to Buyer prior to
                  beginning manufacture of any particular type of Product that
                  have a lead time from Viasystems' supplier longer than ninety
                  (90) days.

         j)       "Products" shall mean all products designed and/or marketed by
                  Buyer or its Affiliates included in Exhibit A hereto and any
                  modification or replacement thereof or substitution therefore.

         k)       "Purchase Order" shall mean a Buyer Purchase Order in the form
                  mutually agreed by the parties.

         l)       "Services" shall mean the manufacturing services set forth in
                  Exhibit B hereto.

         m)       "Specifications" shall mean the written specifications for the
                  Products as provided by Buyer and accepted by Viasystems, and
                  as revised from time to time upon mutual agreement of the
                  parties.

                                        2



<PAGE>

2.       MANUFACTURE AND SUPPLY OF PRODUCTS.

         a)       Agreement to Manufacture. Pursuant to Purchase Orders or
                  changes to Purchase Orders issued by Buyer or/and Affiliate
                  and accepted by Viasystems, Viasystems agrees to procure
                  Inventory and to manufacture, test, assemble, and deliver the
                  Products pursuant to the Specifications for each such Product
                  and to deliver such Products to a location designated by
                  Buyer. Buyer agrees to purchase all manufacture, test and
                  assembly services for the Products and all Products required
                  by Buyer and its Affiliates on a global basis during the term
                  of this Agreement exclusively from Viasystems. Viasystems will
                  not place its name on any other marking not approved by Buyer
                  anywhere on the Products or their respective packaging
                  material, except markings, if any, which are required by law.

         b)       Forecasts. Viasystems shall supply the quantities of Product
                  meeting the Specifications on the Delivery Dates requested by
                  Buyer provided that a Purchase Order has been issued by the
                  Buyer and accepted by Viasystems. On the fifteenth (15th) day
                  of each month, Buyer shall provide Viasystems with a rolling
                  forecast in writing (the "Forecast") of Buyer's monthly and
                  estimated aggregate purchase requirements of Product for the
                  next twelve-month period. Subject to Section 2e) hereof, 3
                  months of the Forecast shall be binding, unless a longer.
                  period is approved in writing by Buyer. Subject to these
                  binding Forecast requirements, if the Forecast for any period
                  is less than the previous Forecast supplied for the same
                  period, the difference will be considered canceled. Any
                  cancellation of forecast within the binding period (3 months)
                  generating Excess Inventory shall be resolved per subsection
                  6.c). If the new Forecast for any period is greater than the
                  previous Forecast supplied for the same period, Viasystems
                  shall nonetheless supply, the difference in the forecasted
                  quantity of Products so long as the difference does not exceed
                  35%, 65% and 100%, respectively, of the previous Forecast with
                  respect to the next thirty, sixty and ninety days of the
                  previous Forecast. Viasystems shall use its commercially
                  reasonable efforts to supply the number of Products set forth
                  in the Forecast.

         c)       Purchase Orders. All orders for Product shall be submitted to
                  Viasystems in writing by mail or facsimile to the address set
                  forth on the signature page to this Agreement, and shall
                  conform to the binding Forecasts in accordance with Section
                  2b). Buyer shall submit such Purchase Orders to Viasystems at
                  least sixty (60) days prior to the date of requested delivery
                  ("Delivery Date"), or such longer period of time as mutually
                  agreed upon by the parties for Products incorporating
                  Long-Lead Inventory.

         d)       Inventory. Viasystems agrees to purchase or hold in Inventory
                  all components to fulfill Buyer Purchase Orders plus 1 month
                  of Forecast and Long-Lead Inventory. Viasystems will order
                  Long-Lead Inventory to fulfill Buyer purchase orders plus
                  Forecast due within the stated lead-time of the component,
                  provided that, Viasystems provides Buyer a monthly report on
                  the status of Long-Lead Inventory. Viasystems will use proper
                  procurement practices to minimize the Buyer's exposure to
                  excess inventory. Viasystems shall add its manufacturing

                                        3



<PAGE>

                  lead time of two (2) to three (3) weeks to each of the time
                  frames described in this Section 2d).

         e)       Changes/Cancellation. The three (3) month binding Forecast may
                  not be cancelled. Buyer may change a the Delivery Date for
                  Products by submitting written notice to Viasystems on the
                  following terms:

<TABLE>
<CAPTION>
REMAINING LEAD TIME                                           REMARKS
-------------------                                           -------
<S>                                                   <C>
0-30 days                                             Prior to original Delivery
                                                      Date-No Change

31-60 days                                            Reschedules not to exceed 15 days
                                                      from original Delivery Date.

61-90 days                                            Reschedules not to exceed 30 days
                                                      from original Delivery Date

90+ days                                              May be rescheduled with material
                                                      liability to Buyer as defined herein
</TABLE>

         f)       Acceptance or Rejection of Purchase Orders. All Purchase
                  Orders shall be deemed accepted unless rejected by Viasystems,
                  in writing, within ten (10) days of receipt by Viasystems. In
                  the event of a conflict between the terms of a Purchase Order
                  and this Agreement, this Agreement shall control.

         g)       Engineering Changes. Buyer may request at any time, with at
                  least five (5) days' written notice, that Viasystems
                  incorporate an engineering change into a Product. Such request
                  will include a description of the proposed change sufficient
                  to permit Viasystems to evaluate its feasibility, in good
                  faith and as may be mutually agreed, when requested changes
                  are significant, a longer notice period will be provided.
                  Viasystems' evaluation shall be in writing and shall state the
                  impact on delivery schedule and expected Cost. Viasystems will
                  not be obligated to proceed with the engineering change until
                  the parties have agreed in good faith on the changes to the
                  Specifications, Delivery Dates and Pricing and upon the costs
                  to be paid by Buyer, including reassembly, retooling or Cost
                  of Inventory on-hand and on-order that becomes obsolete as a
                  result of the engineering change. Viasystems will use all
                  reasonable efforts to return all unused Inventory for full
                  refund, to cancel pending orders and to take other actions to
                  reduce such costs to be paid by Buyer as determined under
                  Section 6.a).

         h)       New Products. Buyer may from time to time, request in writing
                  that Viasystems manufacture and test first articles,
                  prototypes, pre-production units, test units or other similar
                  products ("Odd Units"). Viasystems makes no representation or

                                        4



<PAGE>

                  warranty as to Odd Units and assumes no liability for or
                  obligation related to the yield, performance, accuracy,
                  specifications, defects of or due to (i) fixtures, designs or
                  instructions produced or supplied by Buyer, (ii) components or
                  other equipment from the Buyer or any vendor on the Approved
                  Vendor List, or (iii) printed circuit boards or any other
                  Buyer designated components that are manufactured pursuant to
                  Buyer's Specifications.

         i)       Repair. Viasystems agrees to provide the Buyer with repair
                  services for the Products according to the procedure in
                  Exhibit D, for which Viasystems will invoice the Buyer as per
                  the Pricing agreed upon and defined in Exhibit E. The Payment
                  shall be made according to section 7.a) of this Agreement.
                  Viasystems shall provide such Services, for the duration of
                  this Agreement, exclusively to the Buyer for the Buyers
                  Products in Exhibit D hereto and any modification or
                  replacement thereof or substitution therefore.

3.       COMPONENTS; TOOLING.

         a)       Approved Vendor List. Buyer shall provide a Bill of Materials
                  and Approved Vendor List (an "AVL") for each Product to be
                  manufactured hereunder. Viasystems shall manufacture the
                  Products using components obtained solely from vendors
                  included on the AVL, as it may change from time to time, as
                  determined by Buyer. The AVL shall not be amended without
                  prior written approval by Buyer. Notwithstanding the
                  foregoing, Viasystems will be permitted to substitute
                  components manufactured by Viasystems or its Affiliates for
                  components designed on the AVL with the prior consent of
                  Buyer, which consent will not be unreasonably withheld. All
                  such changes must: (i) not impact form, fit or function; and
                  (ii) provide equal or superior performance/features/
                  functionality to the Products as they existed prior to making
                  of the change.

         b)       Buyer Supplied Components. Buyer may supply components to
                  Viasystems at Viasystems' expense upon the written consent of
                  Viasystems. Such components, including provision for failed
                  parts, shall be delivered to Viasystems not later than three
                  (3) weeks prior to the scheduled Delivery Date for the related
                  Products to Buyer. Should Buyer be unable to meet such
                  delivery requirements, Buyer may, at its option, request
                  Viasystems to either (i) ship Products to Buyer absent the
                  supplied parts on or after seven (7) days from the scheduled
                  Delivery Date or (ii) hold the Products pending receipt of
                  such components from Buyer. Under these circumstances Buyer
                  will give written notification to Viasystems prior to the
                  scheduled Delivery Date, and Viasystems may invoice Buyer for
                  such Products on or after seven (7) days from the scheduled
                  Delivery Date, or on such other terms as equitably agreed by
                  the parties. Should Buyer be required to procure components at
                  a premium cost as the result of a default by Viasystems,
                  Viasystems shall be responsible for the premium costs incurred
                  and Buyer shall not be required to pay mark-up on the Product
                  purchase price for any additional cost incurred. If the
                  required premium purchases are a result of an act by Buyer,

                                        5



<PAGE>

                  then Buyer shall be responsible for the premium price and the
                  associated markups.

         c)       Tooling/Non-Recurring Expenses. Viasystems shall provide
                  tooling that is not specific to the Product at its own
                  expense. Buyer shall pay for or obtain and consign to
                  Viasystems for its use any Product-specific tooling and other
                  reasonably necessary non-recurring expenses specific to the
                  Product, as set forth in Viasystems' quotation, and approved
                  in writing by Buyer ("Set-Up Property"). Buyer shall own title
                  to all Set-Up Property and shall be responsible for
                  maintenance and calibration costs. Viasystems shall hold and
                  maintain all Set-Up Property and other property for Buyer and
                  shall exercise reasonable care in the use and custody of such
                  property and shall use such property only in performing its
                  obligations under this Agreement. Viasystems will mark all
                  Set-Up Property to clearly identify it as being the property
                  of Buyer. Viasystems shall not grant any security interest in
                  or incur any liens or any other encumbrances on said Set-Up
                  Property. Upon termination of this Agreement or upon Buyer's
                  written request, Viasystems will promptly return all Set-Up
                  Property in good and workable condition, with the exception of
                  normal wear and tear, to a location identified by Buyer at
                  Buyer's cost.

4.       DOCUMENTATION

         a)       Viasystems shall furnish, at no charge, materials, and/or
                  documentation, including such documentation as is reasonably
                  required to support installation, operation and maintenance
                  activities, and any succeeding changes thereto, as described
                  in the Specifications and elsewhere in this Agreement. With
                  respect to materials, and/or documentation containing
                  information pre-existing and not created under or in
                  contemplation of this Agreement: 1) Buyer may use, reproduce,
                  reformat and distribute such Product documentation; and 2)
                  Buyer shall reproduce Viasystems' copyright notice contained
                  in any documentation reproduced without change by Buyer.

         b)       For documentation that is reformatted or modified by Buyer,
                  Buyer shall have the right to place only Buyer's own copyright
                  notice on the reformatted or modified documentation. It is the
                  intent of the parties that Buyer's copyright notice shall be
                  interpreted to protect the underlying copyright rights of
                  Viasystems to the documentation to the extent such underlying
                  rights are owned by Viasystems.

5.       TRAINING

         a)       If requested by Buyer, Viasystems will, at rates usually
                  charged by Viasystems:

                  (i)      provide instructors and the necessary instructional
                           material of Viasystems' standard format to train
                           Buyer's personnel in the installation, planning and
                           practices, operation, maintenance and repair of
                           materials furnished under

                                       6



<PAGE>

                           this Agreement. These classes shall be conducted at
                           reasonable intervals at locations agreed upon by
                           Viasystems and Buyer; or

                  (ii)     at the option of Buyer, provide to Buyer training
                           modules or manuals and any necessary assistance,
                           covering those areas of interest outlined in (a) of
                           this Section, sufficient in detail, format and
                           quantity to allow Buyer to develop and conduct its
                           own training program.

6.       PRODUCT SHIPMENT AND INSPECTION AND QUALITY AND ENVIRONMENT.

         a)       Shipments. Buyer intends to monitor Viasystems' delivery
                  performance. All Products delivered pursuant to the terms of
                  this Agreement shall be suitably packed and marked according
                  to Buyer's instructions. Buyer's delivery requirement is that
                  Viasystems maintains a mutually agreed on time delivery
                  performance based on Viasystems' committed date. Products may
                  be delivered up to three (3) days early and three (3) days
                  late. (the "Dock Date"). Shipment will be F.O.B. Viasystems'
                  factory, at which time risk of loss and title will pass to
                  Buyer. All freight, insurance and other shipping expenses will
                  be paid by Buyer, as well as any special packaging expenses
                  approved in writing by Buyer and not included in the original
                  price quotation for the Products.

         b)       If Viasystems fails to deliver conforming Products within the
                  time frame agreed to between the parties in this Agreement or
                  a Purchase Order placed pursuant to this Agreement, Buyer
                  shall have the right to extend such delivery time frame to a
                  later date not to exceed thirty (30) days, subject however, to
                  the right to cancel the Purchase Order if delivery is not made
                  within the thirty (30) day delay and performance is not
                  completed on or before such extended delivery date and to the
                  extent that such cancellation is a result of a customer of
                  Buyer canceling a purchase order with Buyer and in such an
                  event Viasystems agrees to reconfigure the Products at its
                  cost within six (6) months if the Products in question are the
                  subject of a Purchase Order within said six (6) month period.
                  After the period of six (6) months, such Products shall be
                  deemed to be Excess Inventory.

         c)       Cancellation. Buyer may not cancel any portion of an accepted
                  Purchase Order and associated three (3) month of Forecast, or
                  Forecast affecting Long-Lead Inventory or other Inventory
                  required to be on hand pursuant to Section 2.d) hereof without
                  Viasystems' prior written approval, which will not be
                  unreasonably withheld. If parties agree upon a cancellation of
                  Forecast, Viasystems will provide the Buyer with a projection
                  on the Excess Inventory generated by the cancellation. On the
                  30th day of each month, Viasystems will submit to the Buyer
                  the list of Excess Inventory items for review and approval.
                  Upon approval, the Buyer will issue a Purchase Order for these
                  items at 110% of the cost. Viasystems agrees to hold and
                  maintain , at no additional charges, the Excess inventory in
                  its facility for a period of no longer than six (6) months.
                  Viasystems agrees to buy back the Excess Inventory at Cost to
                  satisfy new

                                        7



<PAGE>

                  requirements from the Buyer forecast or for any of its other
                  Customer, as a preference to its regular sources.

                  Upon cancellation of a Purchase Order, the Buyer will pay
                  Viasystems for Products and Inventory (except in the case of a
                  cancellation of a Purchase Order resulting from the failure to
                  deliver as set forth in 6b)) affected by the cancellation as
                  follows: (i) 100% of the purchase price for all finished
                  Products in Viasystems' possession, (ii) 110% of the cost of
                  all Inventory on order and not cancelable, (iii) a pro-rata
                  portion of the Product labor price for all work in process,
                  and (iv) any vendor cancellation charges incurred with respect
                  to Inventory or Long-Lead Inventory accepted for cancellation
                  or return by the vendor, to the extent that such Inventory
                  charges are a result of purchasing activity by Viasystems
                  within the terms set forth in Section 2.d) including minimum
                  order quantities. Viasystems will use reasonable commercial
                  efforts, including the mutual involvement of Buyer, to return
                  unused Inventory for a full refund, net of restocking charges
                  of such vendor and to cancel pending orders. Buyer will be
                  entitled to take delivery of all Products and Inventory to be
                  paid for by Buyer under this Section 6a), promptly following
                  Viasystems' receipt of payment therefore.

         d)       Product Inspection and Acceptance. Viasystems shall inspect
                  all manufactured Products according to the Specifications and
                  shall be responsible for manufacturing the Products in
                  accordance with the Specifications. The Products delivered by
                  Viasystems will be inspected and tested as required by Buyer
                  within 120 days of receipt (the "Acceptance Period"). If
                  Products are found to be defective in material or workmanship
                  and/or fail to meet the Specifications, Buyer may reject such
                  Products during the Acceptance Period. Products not rejected
                  during the Acceptance Period will be deemed acceptable. Buyer
                  may return rejected Products upon receipt of a Return Material
                  Authorization (RMA) number from Viasystems. Rejected Products
                  will be repaired or replaced, at Viasystems' option, and
                  returned freight pre-paid within 10 business days of receipt
                  of the Product, unless otherwise negotiated. Viasystems shall
                  not be responsible for Products that are without detectable
                  defects by Buyer approved inspections and tests, yet fail to
                  meet Specifications due to design considerations. The Buyer
                  may perform Product acceptance at Viasystems premises at no
                  additional charges from Viasystems.

         e)       Quality. All Products manufactured under the terms of this
                  agreement shall comply to workmanship standard IPC 610 class
                  2.

                  Within the first year of the agreement, Viasystems shall
                  become certified to ISO 9001-2000 standards.

         f)       Heavy Metals And/Or CFC In Packaging. Viasystems warrants to
                  Buyer that no lead, cadmium, mercury or hexavalent chromium
                  have been intentionally added to any packaging or packaging
                  component (as defined under applicable laws) to be provided to
                  Buyer under this Agreement and that packaging materials were
                  not manufactured using and do not contain chlorofluorocarbons.
                  Viasystems further

                                        8



<PAGE>

                  warrants to Buyer that the sum of the concentration levels of
                  lead, cadmium, mercury and hexavalent chromium in the package
                  or packaging component provided to Buyer under this Agreement
                  does not exceed 100 parts per million. Upon request,
                  Viasystems shall provide to Buyer Certificates of Compliance
                  certifying that the packaging and/or packaging components
                  provided under this Agreement are in compliance with the
                  requirements set forth above in this Section f).

         g)       Ozone Depleting Substances. Viasystems hereby warrants that it
                  is aware of international agreements and legislation in
                  several nations, including the United States, which limits,
                  bans and/or taxes importation of any product containing, or
                  produced using ozone depleting substances ("ODS"), including
                  chloroflurocarbons, halons and certain chlorinated solvents.
                  Viasystems hereby warrants that the Products furnished to
                  Buyer will conform to all applicable requirements established
                  pursuant to such agreements, legislation and regulations, and
                  the Products furnished to Buyer will be able to be imported
                  and used lawfully (and without additional taxes associated
                  with ODS not reported to Buyer by Viasystems as set forth in
                  this Section 6.g)) under all such agreements, legislation and
                  requirements. Viasystems also warrants that it is currently
                  reducing, or if Viasystems is not the manufacturer of the
                  Products, is currently causing the manufacturing supplier to
                  reduce and will, in an expeditious manner, eliminate, or, as
                  applicable, have its manufacturing supplier eliminate the use
                  of ODS in the manufacture of the Products.

                  If the Products furnished by Viasystems under this Agreement
                  is manufactured outside the United States, Viasystems shall,
                  upon execution of this Agreement, and at any time that new
                  products are added to this Agreement or changes are made to
                  the Products furnished under this Agreement, complete, sign
                  and return to Buyer, in the form found in Attachment E of the
                  Supply Agreement, the ODS Content Certification. The ODS
                  Content Certification must be signed by Viasystems' facility
                  manager, corporate officer or his delegate.

                  The term "ODS content" on the ODS Content Certification means
                  the total pounds of ODS used directly in the manufacture of
                  each unit of Products. This includes all ODS used in the
                  manufacturing and assembly operations for the Products plus
                  all ODS used by Viasystems' suppliers and any other suppliers
                  in producing components or other products incorporated into
                  the Products sold to Buyer.

                  Viasystems is responsible to obtain information on the ODS
                  content of all components and other products acquired to
                  manufacture the Products and to incorporate such information
                  into the total ODS content reported to Buyer; provided
                  however, that Viasystems should not include in the ODS content
                  those components or other products which are manufactured in
                  the United States. Viasystems hereby warrants to Buyer that
                  all information furnished by Viasystems on the ODS Content
                  Certification is complete and accurate and that Buyer may rely
                  on such information for any purpose, including but not limited
                  to

                                        9



<PAGE>

                  providing reports to government agencies or otherwise
                  complying with applicable laws. Viasystems shall defend,
                  indemnify and hold Buyer harmless of and from any claims,
                  demands, suits, judgments, liabilities, fines, penalties,
                  costs and expenses (including additional ODS taxes as provided
                  for in paragraph one of this clause and reasonable attorney's
                  fees) which Buyer may incur under any applicable federal,
                  state, or local laws or international agreements, and any and
                  all amendments thereto by reason of Buyer's use of reliance on
                  the information furnished to Buyer by Viasystems on the ODS
                  Content Certification or by reason of Viasystems' breach of
                  this clause. Viasystems shall cooperate with Buyer in
                  responding to any inquiry concerning the use of ODS to
                  manufacture the Products or components thereof and to execute
                  without additional charge any documents reasonably required to
                  certify the absence or quantity of ODS used to manufacture the
                  Products or components thereof.

         h)       Ozone Depleting Substances Labeling. Viasystems warrants and
                  certifies that all Products, including packaging and packaging
                  components, provided to Buyer under this Agreement have been
                  accurately labeled, in accordance with the requirements of 40
                  CFR Part 82 entitled "Protection of Stratospheric Ozone,
                  Subpart E - The Labeling of Products Using Ozone Depleting
                  Substances."

         i)       Compliance With Environmental, Occupational Health And Safety
                  (EH&S) Laws. Viasystems and all persons furnished by
                  Viasystems shall comply at their own expense with all
                  applicable EH&S laws, ordinances, regulations and codes,
                  including the identification and procurement of required
                  permits, certificates, licenses, insurance, approvals and
                  inspections in performance under this Agreement.

         j)       Environmental Management Systems. Viasystems warrants to Buyer
                  that it intends to implement elements of an internationally
                  recognized environmental management system (EMS) standard, for
                  example ISO 14001, or Eco-Management and Audit Scheme. As part
                  of the EMS, Viasystems agrees to establish environmental
                  objectives/targets that will lead to improved environmental
                  performance.

         k)       Environmentally Restricted Substances. Viasystems warrants to
                  Buyer that none of the following substances are used or will
                  be used in the manufacture or processing of Products supplied
                  to Buyer nor do the products contain any measurable amount of
                  the following substances:

<TABLE>
<S>                                              <C>
Asbestos (all types)                             Trichlorofluoroethane (CFC 11)

Cadmium and Cadmium Compounds (used as           Dichlorodifluoromethane (CFC 12)
a dye, pigment or stabilizer in any
plastic, paint or lacquer, or plating
material)

Lead Pigments (excludes lead compounds           Chlorotrifluoromethane (CFC 13)
in plastics if total lead content in
plastic is less than 50% and no
substitute exists)

Polychloriated Biphenyls (PCBs)                  Pentachlorofluoroethane (CFC 111)

Polybrominated Biphenyls (PCBs)                  Tetrachlorodifluoroethane (CFC 112)
</TABLE>

                                       10



<PAGE>

<TABLE>
<S>                                            <C>
Polybrominated Biphenyl Ether (PBBE)           Trichlorotrifluoroethane (CFC 113)

Polychlorinated Triphenyls (PCT)               Dichlorotetrafluoroethane (CFC 114)

Pentachlorophenols (PCP)                       Monochloropentafluoroethane (CFC 115)

Polybromodiphenyloxides (PBDOs)                Heptachlorofluoropropane (CFC 211)

Polychlorinated and polybrominated             Pentachlorotrifluoropropane (CFC 213)
dibenzodioxins

Polychlorinated and polybrominated             Tetrachlorotetrafluoropropane (CFC 214)
dibenzofurans

Vinyl Chloride (As Residual Monomer)           Trichloropentafluoropropane (CFC 215)

Ethylene glycol monomethyl ether (CAS #        Dichlorohexafluoropropane (CFC 216)
109-86-4)

Ethylene glycol monomethyl ether acetate       Monochloroheptafluoropropane (CFC 217)
(CAS # 110-49-6)

Ethylene glycol monoethy1 ether (CAS # 110-    Bromochlorodifluoromethane (HALON 1211)
80-5)

Ethylene glycol monoethyl ether acetate (CAS   Bromotrifluoromethane (HALON 1301)
# 111-15-9)

Diethylene glycol dimethyl ether (CAS # 111-   Dibromotetrafluoromethane (HALON 2402)
96-6)

Diethylene glycol monomethyl ether (CAS #      Carbon Tetrachloride (CC1(4))
111-77-3)

Triethylene glycol dimethyl ether (CAS #       1,1,1 Trichloroethane (CH(2)CC1(3))
112-49-2)
</TABLE>

7.       PAYMENT TERMS, ADDITIONAL COSTS AND PRICE CHANGES.

         a)       Payment Terms. Payment for any products, services or other
                  costs to be paid by Buyer hereunder are due thirty (30) days
                  from the date of invoice for Products delivered to Buyer and
                  shall be made by in French Francs or in Euros.

         b)       Additional Costs.

                  (i)      Duties and Taxes. All prices quoted are exclusive of
                           federal, state and local excise, sales, use and
                           similar duties and taxes, and Buyer shall be
                           responsible for all such items.

                  (ii)     Expediting Charges. Buyer shall be responsible for
                           any expediting charges reasonably necessary because
                           of a change in Buyer's requirements. Viasystems shall
                           obtain approval from Buyer for expediting charges
                           prior to incurring any such charge.

         c)       Price; Price Changes. The initial purchase prices for the
                  Products identified on Exhibit A and Services identified in
                  Exhibit B hereto are set forth on Exhibit C hereto. The
                  initial purchase price for any new Product or Services shall
                  be established by mutual good faith agreement of the parties.

                  (i)      Market Fluctuations. Unless otherwise agreed to, in
                           the event of extraordinary increases or decreases (in
                           the amount of 5% or more) in the

                                       11



<PAGE>

                           market price of materials, raw materials, labor and
                           other production costs, Viasystems shall have the
                           right to renegotiate in good faith the price of goods
                           not yet shipped, with the exclusion of finished
                           Products. Viasystems shall substantiate such changes
                           in cost with documentation satisfactory to Buyer,
                           including, but not limited to, a list of purchased
                           material and purchased services showing quantities
                           and cost for each, and direct labor hours for each
                           operation. If agreement is not reached on pricing for
                           existing Purchase Orders, Viasystems shall have the
                           right to reject any forecast not covered by an
                           existing Purchase Order.

                  (ii)     Cost Reductions. During the initial two years of the
                           term of this Agreement, Viasystems will use
                           reasonable efforts, in cooperation with Buyer, to
                           achieve reductions in the Costs of manufacture of the
                           Products. Upon implementation of Viasystems-initiated
                           Product engineering changes or external procurement
                           or alternate sourcing activities that result in a
                           reduction in Cost, Viasystems will receive 100% of
                           the demonstrated Cost reduction for a period of no
                           less than three months or until the business review
                           after implementation of the engineering change. Cost
                           reduction generated by changes in the Product and
                           initiated by the Buyer shall be passed on to the
                           Buyer from its date of implementation. In the event
                           the reduction of Costs occurs in conjunction with a
                           capital expenditure by Viasystems, Viasystems will be
                           entitled to recover the cost of its capital
                           expenditure prior to such Cost reduction being
                           reflected in the purchase price of the Products.
                           Thereafter, Viasystems will share such Cost
                           reductions with Buyer on a basis to be determined in
                           good faith by the parties.

         d)       Regular Business Reviews. The parties will have regular
                  business reviews, as mutually agreed, to review the prices of
                  the Products, Bill of Materials, Inventory strategy, cost
                  reduction plans, quality, Forecasts and delivery performance
                  and to mutually develop any modifications that may be
                  necessary.

8.       LICENSE GRANTS; OWNERSHIP RIGHTS.

         a)       Nonexclusive License. During the term of this Agreement,
                  Viasystems shall be deemed to have been granted by Buyer a
                  non-exclusive, non-transferable, royalty-free license,
                  without right to sublicense, to use that part of Buyer's
                  Intellectual Property required to manufacture the Products for
                  sale to Buyer pursuant to the terms of this Agreement.

         b)       Software. All software that Buyer provides to Viasystems is
                  and shall remain the property of Buyer. Viasystems shall have
                  a non-exclusive, non-transferable, royalty-free license
                  (without right to sublicense), to copy, modify and use this
                  software during the term of this Agreement solely for the
                  purpose of manufacturing Product for sale to Buyer pursuant to
                  the terms of this Agreement. All copied and modified versions
                  of this software is and shall remain the property

                                       12



<PAGE>

                  of Buyer. All software developed by Viasystems to support the
                  process tooling or otherwise shall be and remain the property
                  of Viasystems unless funded by Buyer, in which case such
                  software shall be owned by Buyer, and Viasystems hereby
                  assigns all its right, title and interest in such software to
                  Buyer and shall cooperate with Buyer, at Buyer's expense,
                  before and after the termination of this Agreement, to permit
                  Buyer in obtaining and enforcing the full benefits, enjoyment,
                  rights and title throughout the world in such software.

         c)       Intellectual Property Rights. Each party shall retain sole
                  ownership of, and all rights to, any Intellectual Property of
                  any kind previously owned by that party or created solely by
                  that party.

         d)       Trademarks. In consideration of the fees set forth herein,
                  Buyer further grants Viasystems a non-exclusive license to use
                  the Trademarks on and in connection with the manufacture of
                  the Products, and for this purpose to affix, subject to
                  Buyer's prior written approval, the Trademarks to or on the
                  Products. Such trademark license shall expire or terminate
                  upon the expiration or termination of Viasystems' rights to
                  manufacture the Products. The Trademarks may only be used in
                  association with the manufacture and distribution of the
                  Products pursuant to the terms of this Agreement, and any and
                  all uses of the Trademarks shall be subject to the prior
                  written approval of Buyer. Viasystems shall not remove
                  trademark notices from any Product without the prior written
                  consent of Buyer. Viasystems shall not use the name,
                  Trademarks or logos associated with the Products in its
                  business name. For purposes of the preceding paragraph,
                  "Trademark" shall mean the trademarks that are associated with
                  the Product which are approved by Buyer for use by Viasystems
                  in the manufacture of the Products.

9.       CONFIDENTIAL INFORMATION.

         a)       Nondisclosure and Nonuse. Each party shall treat as
                  confidential all Confidential Information of the other party,
                  shall not use such Confidential Information except as set
                  forth in this Agreement, and shall use reasonable efforts not
                  to disclose such Confidential Information to any third party.
                  Without limiting the foregoing, each of the parties shall use
                  at least the same degree of care which it uses to prevent the
                  disclosure of its own confidential information of like
                  importance to prevent the disclosure of Confidential
                  Information disclosed to it by the other party under this
                  Agreement. Each party shall disclose Confidential Information
                  of the other party only to its directors, officers, employees,
                  and consultants who are required to have such information in
                  order for such party to carry out the transactions
                  contemplated by this Agreement and only to the extent that
                  such directors, officers and employees are bound not to
                  disclose the Confidential Information. Each party shall
                  promptly notify the other party of any actual or suspected
                  misuse or unauthorized disclosure of the other party's
                  Confidential Information.

                                       13



<PAGE>

         b)       Exceptions. Notwithstanding the above, neither party shall
                  have liability to the other with regard to any Confidential
                  Information of the other which the receiving party can prove:

                  (i)      was in the public domain at the time it was disclosed
                           or has entered the public domain through no fault of
                           the receiving party;

                  (ii)     was known to the receiving party, without
                           restriction, at the time of disclosure, as
                           demonstrated by files in existence at the time of
                           disclosure;

                  (iii)    is disclosed with the prior written approval of the
                           disclosing party;

                  (iv)     was independently developed by the receiving party
                           without any use of the Confidential Information, as
                           demonstrated by files created at the time of such
                           independent development;

                  (v)      becomes known to the receiving party, without
                           restriction, from a source other than the disclosing
                           party without breach of this Agreement by the
                           receiving party and otherwise not in violation of the
                           disclosing party's rights; or

                  (vi)     is disclosed pursuant to the order or requirement of
                           a court, administrative agency, or other governmental
                           body; provided, however, that the receiving party
                           shall provide prompt notice of such court order or
                           requirement to the disclosing party to enable the
                           disclosing party to seek a protective order or
                           otherwise prevent or restrict such disclosure.

         c)       Return of Confidential Information. Upon expiration or
                  termination of this Agreement, each party shall promptly
                  return all Confidential Information of the other party. In
                  addition, each party shall, upon written request of the other
                  party, return Confidential Information of such other party.

         d)       Remedies. Any breach of the restrictions contained in this
                  Section 9 is a breach of this Agreement which may cause
                  irreparable harm to the non-breaching party. Any such breach
                  shall entitle the non-breaching party to injunctive relief in
                  addition to all legal remedies.

         e)       Confidentiality of Agreement. Each party shall be entitled to
                  disclose the existence of this Agreement, but agrees that the
                  terms and conditions of this Agreement shall be treated as
                  Confidential Information and shall not be disclosed to any
                  third party; provided, however, that each party may disclose
                  the terms and conditions of this Agreement:

                  (i)      as required by any court or other governmental body;

                  (ii)     as otherwise required by law;

                  (iii)    to legal counsel of the parties;

                                       14



<PAGE>

                  (iv)     in confidence, to accountants, banks, financing
                           sources and their advisors;

                  (v)      in connection with the enforcement of this Agreement
                           or rights under this Agreement; or

                  (vi)     in confidence, in connection with an actual or
                           proposed merger, acquisition, or similar transaction.

10.      INDEMNITY.

         a)       At Buyer's request, Viasystems agrees to indemnify, defend and
                  hold harmless Buyer, its affiliates, customers, employees,
                  successors and assigns (all referred to as "Buyer") from and
                  against any losses, damages, claims, fines, penalties and
                  expenses (including reasonable attorney's fees) that arise out
                  of or result from:

                  (i)      injuries or death of persons or damage to property
                           (a) caused by any willful act or negligent act or
                           omission by Viasystems, including theft, which
                           results in the failure of the Product to conform to
                           Specifications or (b) in any way arising out of or
                           caused by the work or services performed by
                           Viasystems except to the extent caused by the
                           negligence of Buyer; or

                  (ii)     assertions under workers' compensation or similar
                           acts made by persons furnished by Viasystems.

         b)       Buyer Indemnification. Buyer shall indemnify, defend and hold
                  harmless Viasystems and its officers, directors, employees and
                  agents from any loss, claim, cost or damage, including
                  reasonable attorney and accountant's fees, arising out of any
                  claim, action, bodily injury and/or property damage based on
                  the design, distribution, sale, or use of any Product
                  manufactured in accordance with the Buyer's Specifications,
                  except for any loss, claim, cost or damage which results from
                  any willful or negligent act or omission by Viasystems which
                  results in the failure of Viasystems to conform to Viasystems'
                  warranty set forth in Section 11 hereof.

         c)       Intellectual Property Infringement Indemnity. Buyer shall
                  indemnify, defend and hold harmless Viasystems and its
                  officers, directors, employees and agents from any loss,
                  claim, cost or damage, including reasonable attorney and
                  accountant's fees, arising out of any suit or proceeding based
                  on a claim that any Product or portion thereof constitutes
                  infringement of any copyright, mask work, patent, or trade
                  secret, whether foreign for domestic, that exists as of the
                  date Viasystems manufactured said Product or portion thereof;
                  provided that:

                  (i)      the claim arises as a result of the methods or
                           processes of design, manufacture, assembly, or
                           testing of such Products, where such methods or
                           processes are contained in the Specifications for any
                           Product or portion thereof provided by Buyer to
                           Viasystems and used by Viasystems in the manufacture
                           of the Products supplied to Buyer under this
                           Agreement;

                                       15



<PAGE>

                  (ii)     Buyer is given prompt written notice of such claim or
                           action and complete authority for the defense or
                           settlement of same, on the understanding that in all
                           events, Viasystems shall have the right at its own
                           expense to participate in such defense or compromise
                           through counsel of its own choosing;

                  (iii)    Viasystems provides such information and assistance
                           in the defense or settlement of the claim as may be
                           reasonably requested by Buyer;

                  (iv)     Viasystems complies with any settlement or court
                           order made in connection with any such claim; and

                  (v)      Buyer shall not be responsible for any cost, expense
                           or compromise incurred or made by Viasystems without
                           Buyer's prior written consent, such consent not to be
                           unreasonably withheld.

                  Notwithstanding the foregoing, Buyer assumes no liability for
                  infringement claims with respect to any Product that is not
                  manufactured in accordance with the Specifications. This
                  section states the entire liability of Buyer with respect to
                  all claims, damages, demands and loss whatsoever from or in
                  respect to infringement, violation or misappropriation of any
                  intellectual or industrial property or other proprietary right
                  of any third person.

11.      WARRANTY AND DISCLAIMER.

         a)       Viasystems warrants the products as delivered will conform to
                  the detailed, written Specifications. Viasystems warrants that
                  the Products as delivered will be free from defects in
                  workmanship for 12 months from the date of shipment. All
                  printed circuit boards are considered to be materials covered
                  by this warranty. Viasystems warrants to Buyer and its
                  customers that materials furnished will be new, merchandable,
                  free from material defect and workmanship and will conform to
                  and perform in accordance with the Specifications, drawings
                  and samples. These warranties extend to the future performance
                  of the Products and shall continue for the longer of one (1)
                  year after the Products are delivered to Buyer or such greater
                  period as may be mutually agreed upon by the parties in this
                  Agreement or Purchase Order.

         b)       Viasystems will replace, or at Buyer's options, credit or
                  refund to Buyer the full purchase price of all non-complying
                  Products within seven (7) days notice of such non-compliance.
                  Viasystems shall bear the risk of in-transit loss and damage
                  and shall prepay and bear the transportation charges for
                  Products returned under these warranty conditions.

         c)       In the event of a significant and exceptional defect in any
                  material supplied by parties other than Viasystems and used by
                  Viasystems in the manufacture of the Products (i) which is not
                  discernable through Viasystems' normal inspection practices,
                  and (ii) the resolution of which would incur significant costs
                  to

                                       16



<PAGE>

                  Viasystems above and beyond the normal cost of doing business,
                  Viasystems' warranty for defects in materials, including
                  associated replacement costs, is limited to 1% of the value of
                  the Purchase Order which relates to the affected parts. This
                  warranty limitation does not apply to routine replacement of
                  defective parts which can reasonably be considered as part of
                  the normal course of business for Viasystems and Buyer.

         d)       These warranties shall not apply to any Products which shall
                  have been repaired or altered except by Viasystems or which
                  shall have been subject to misuse, negligence, or accident,
                  except where such misuse, negligence or accident is the direct
                  or indirect result of the acts or omissions of Viasystems or
                  its agents. Viasystems shall not be liable for any personal
                  injury resulting directly from the Specifications for the
                  Products manufactured by Viasystems.

         e)       VIASYSTEMS MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH
                  RESPECT TO THE PRODUCTS MANUFACTURED UNDER THIS AGREEMENT, AND
                  DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION,
                  THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
                  PURPOSE AND NON-INFRINGEMENT.

         f)       In no event shall either party be liable for incidental,
                  consequential or special damage of any kind whether such
                  damage arises under a claim from infringement, a breach of
                  warranty or condition, breach of contract, negligence, strict
                  liability or any other kind of civil liability connected with
                  this Agreement.

12.      TERM AND TERMINATION.

         a)       Term. This Agreement shall become effective on the date of
                  this Agreement and shall continue until March 31, 2003;
                  thereafter this Agreement shall be extended automatically at
                  the end of the initial term or subsequent terms for successive
                  additional one-year terms so long as Viasystems has
                  satisfactorily achieved pricing, delivery and quality
                  performance requirements (as reasonably established by the
                  parties) during the preceding twelve month period, failing
                  which the Buyer shall have the right to terminate this
                  Agreement upon giving a 120 day notice prior to the end of the
                  term then in effect.

         b)       Termination for Cause. Either party may cancel this Agreement
                  at any time if the other party breaches any term hereof and
                  fails to cure such breach within sixty (60) business days
                  after notice of such breach of if the other party shall be or
                  becomes insolvent, or if either party makes an assignment for
                  the benefit of creditors, or if there are instituted by or
                  against either party proceedings in bankruptcy or under any
                  insolvency or similar law or for reorganization, receivership
                  or dissolution.

         c)       Termination Liability. Neither party shall be liable in any
                  manner on account of the termination or cancellation of this
                  Agreement. The rights of termination and

                                       17



<PAGE>

                  cancellation as set forth herein are absolute. Both Buyer and
                  Viasystems are aware of the possibility of expenditures
                  necessary in preparing for performance hereunder and the
                  possible losses and damages which may occur to each in the
                  event of termination or cancellation. Both parties clearly
                  understand that neither shall be liable for damages of any
                  kind (including but not limited to special, incidental or
                  consequential damages) by reason of the termination or
                  cancellation of this Agreement.

         d)       Obligations Upon Termination. The termination or expiration of
                  this Agreement shall in no way relieve either party from its
                  obligation to pay the other any sums accrued hereunder prior
                  to such termination or expiration. Upon termination or
                  expiration, Buyer shall be responsible for the Products and
                  Inventory in existence at the date of such termination or
                  expiration in the same manner as for cancellation as set forth
                  in Section 6.a).

         e)       Survival of Certain Provisions. Notwithstanding anything to
                  the contrary in this Agreement, the following sections shall
                  survive termination of this Agreement: 1, 2, 6, 7, 8, 9, 10,
                  11, 12 and 13.

13.      MISCELLANEOUS.

         a)       Amendments and Waivers. Any term of this Agreement may be
                  amended or waived only with the written consent of the parties
                  or their respective successors and assigns. Any amendments or
                  waiver effected in accordance with this Section 13a) shall be
                  binding upon the parties and their respective successors and
                  assigns.

         b)       Successors and Assigns. Neither Buyer nor Viasystems shall
                  assign any of its rights, obligations or privileges (by
                  operation of law or otherwise) hereunder without the prior
                  written consent of the other party, which shall not be
                  unreasonably withheld, provided that Viasystems may delegate
                  its obligations hereunder to any direct or indirect
                  wholly-owned subsidiary of Viasystems. Subject to the
                  foregoing, the terms and conditions of this Agreement shall
                  inure to the benefit of and be binding upon the respective
                  permitted successors and assigns of the parties. Nothing in
                  this Agreement, express or implied, is intended to confer upon
                  any party other than the parties hereto or their respective
                  successors and assigns any rights, remedies, obligations, or
                  liabilities under or by reason of this Agreement, except as
                  expressly provided in this Agreement. Nothing in this
                  Agreement shall prevent Viasystems from having all or part of
                  the Products manufactured or Services rendered for Viasystems
                  by a third party subcontractor, without the consent of Buyer.

         c)       Governing Law. This Agreement and all acts and transactions
                  pursuant hereto and the rights and obligations of the parties
                  hereto shall be governed, construed and interpreted in
                  accordance with the laws of the State of Missouri, without
                  giving

                                       18



<PAGE>

                  effect to principles of conflicts of law, and expressly
                  excluding the Convention for the International Sale of Goods.

         d)       Counterparts. This Agreement may be executed in two or more
                  counterparts, each of which shall be deemed an original and
                  all of which together shall constitute one instrument.

         e)       Titles and Subtitles. The titles and subtitles used in this
                  Agreement are used for convenience only and are not to be
                  considered in construing or interpreting this Agreement.

         f)       Notices. Any notice required or permitted by this Agreement
                  shall be in writing and shall be deemed sufficient upon
                  receipt, when delivered personally or by courier, overnight
                  delivery service or confirmed facsimile, or forty-eight (48)
                  hours after being deposited in the regular mail as certified
                  or registered mail (airmail if sent internationally) with
                  postage pre-paid, if such notice is addressed to the party to
                  be notified at such party's address or facsimile number as set
                  forth below, or as subsequently modified by written notice.

         g)       Severability. If one or more provisions of this Agreement are
                  held to be unenforceable under applicable law, the parties
                  agree to renegotiate such provision in good faith, in order to
                  maintain the economic position enjoyed by each party as close
                  as possible to that under the provision rendered
                  unenforceable. In the event that the parties cannot reach a
                  mutually agreeable and enforceable replacement for such
                  provision, then (i) such provision shall be excluded from this
                  Agreement, (ii) the balance of the Agreement shall be
                  interpreted as if such provision were so excluded and (iii)
                  the balance of this Agreement shall be enforceable in
                  accordance with its terms.

         h)       Entire Agreement. This Agreement is the product of both of the
                  parties hereto, and constitutes the entire agreement between
                  such parties pertaining to the subject matter hereof, and
                  merges all prior negotiations and drafts of the parties with
                  regard to the transactions contemplated herein. Any and all
                  other written and oral agreements existing between the parties
                  hereto regarding such transactions are expressly cancelled.

         i)       Independent Contractors. The relationship of Viasystems and
                  Buyer established by this Agreement is that of independent
                  contractors, and nothing contained in this Agreement will be
                  construed (i) to give either party the power to direct and
                  control the day-to-day activities of the other, (ii) to
                  constitute the parties as partners, joint venturers, co-owners
                  or otherwise as participants in a joint or common undertaking,
                  or (iii) to allow either party to create or assume any
                  obligation on behalf of the other for any purpose whatsoever.

         j)       Force Majeure. If the performance of this Agreement or any
                  obligations hereunder is prevented, restricted or interfered
                  with by reason of fire or other casualty or accident, strikes
                  or labor disputes, war or other violence, any law, order,

                                       19



<PAGE>

                  proclamation, regulation, ordinance, demand and requirement of
                  any government agency, or any other act or condition beyond
                  the reasonable control of the parties hereto, the party so
                  affected upon giving prompt notice to the other parties shall
                  be excused from such performance during such prevention,
                  restriction or interference.

                                       20



<PAGE>

                  The parties have executed this Agreement as of the date first
set forth above.

BUYER                                        VIASYSTEMS:

SR TELECOM S.A.S.                            VIASYSTEMS, INC.

By: /s/ David Adams                          By: /s/ David J. Webster
    --------------------------                   ------------------------------

Name:_________________________               Name: David J. Webster
                                                   ----------------------------
               (print)                                       (print)

Title:________________________               Title: Sr VP

Address:______________________               Address: 101 S. Hanley, Suite 400
        ______________________                        St. Louis, MO 63105

Fax Number:___________________               Fax Number: (314) 746-2251

SR TELECOM INC.

VP Finance ICFO

By: /s/ Pierre St-Arnaud
    --------------------------

Name: Pierre St-Arnaud
      ------------------------
               (print)

Title: President and CEO

Address:______________________
        ______________________

Fax:_________________________

                                       21

                                  CONFIDENTIAL