DANFOSS- EMCO


                                                     DELIVERY CONTRACT


This Contract has been entered into by


Engineering Measurements Company, 600 Diagonal Highway, Longmont, CO, USA 80501,
a corporation incorporated under the laws of the state of Colorado, USA
(hereinafter referred to as EMCO)

and

Danfoss A/S, DK-6430 Nordborg, Denmark (hereinafter referred to as DANFOSS).



Preface

EMCO and DANFOSS are companies which in the instrumentation field are
represented on various markets with various products.

With a view to resale of products which are manufactured at DANFOSS and its
subsidiaries, EMCO wants to buy these in order to extend its product programme.


1    Definitions

     1.1  By PRODUCTS is meant the flowmeters and other instruments described in
          Encl. 1 incl. accessories and spare parts.

     1.2  By COMMENCEMENT is meant 1st November, 1998.

     1.3  In recognition of the existence of a distinction in the US between two
          separate market segments (the industrial and the municipal market), by
          MARKET is meant the industrial market for the PRODUCTS in the USA.

          The industrial waste water market is non-exclusive.


2    Relations between the parties

     2.1  According to this Contract EMCO has a exclusive right to place orders
          for PRODUCTS (Magflo to Encl. 1 and non-exclusive for Massflo) to
          DANFOSS for the MARKET, and DANFOSS is obligated to fulfil these
          orders according to the conditions stipulated in this Contract.

     2.2  This Contract is not meant as a distributor/agent relationship between
          the parties.
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     2.3  EMCO has a right to market the PRODUCTS in its own name and on its own
          ccount to the MARKET, outside which active marketing is not allowed.

          Active marketing is to be understood as direct promotion and dedicated
          advertising for the PRODUCTS or initiating direct contacts with
          representatives of companies with the aim of selling the PRODUCTS.

     2.4  DANFOSS is to supply the PRODUCTS with a valid trade mark. Trade marks
          are the subject of a separate agreement between DANFOSS and EMCO.
          Labels are described in Encl. 2. If EMCO wants a special design which
          is not described in Encl. 2, this should be agreed upon in each
          individual case.

     2.5  Confidential business information may be exchanged between DANFOSS and
          EMCO. Both parties agree not to give such information to third parties
          such as competitors, customers, or other third parties, also after
          termination of this Contract.

          This Contract shall not be construed as granting or conferring,
          whether expressly or implied, any rights, licences or relationships by
          the furnishing of confidential information pursuant to this Contract.

     2.6  Both parties agree to work together in a mutually agreed upon manner
          to develop and implement an appropriate marketing strategy for the
          PRODUCTS. This strategy should provide marketing, sales and financial
          data as needed to support DANFOSS' regular budget and planning cycles.
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3    Written Material

     3.1  At the latest at the COMMENCEMENT DANFOSS is obligated to place the
          following material at EMCO's disposal without charge:

          a)   1 set of standard documentation material used by DANFOSS when
               marketing the PRODUCTS.

          b)   1 set of directions (users' manuals/instructions) used by DANFOSS
               when marketing the PRODUCTS.

          c)   DANFOSS shall deliver to EMCO a diskette with standard DANFOSS
               documentation for manuals

     3.2  On the basis of the material mentioned under point 3.1, EMCO has a
          right to print their own information material in connection with the
          marketing of the PRODUCTS under EMCO's label, subject to prior written
          approval from DANFOSS unless such prior approval would involve
          excessive costs and delay. DANFOSS is authorized in each instance to
          grant such approval, subject to review by the trade mark department of
          DANFOSS.

     3.3  If EMCO wants information about the PRODUCTS in addition to that
          mentioned in the documentation in paragraphs 3.1 a + 3.1 b, DANFOSS
          will place such information at EMCO's disposal, provided DANFOSS does
          not consider the information confidential, and provided both parties
          in the individual case agree upon the price and time of delivery for
          the information.

     3.4  All documents, copies of documents and other information in tangible
          form shall be returned upon written request from DANFOSS or upon
          termination of this Contract.


4.   Education

     4.1  DANFOSS agrees to educate EMCO's service instructors, including
          knowledge of application areas, at such level that these are able to
          educate EMCO's own service organisation. The extent of and the price
          for this education is described in Enclosure 5.

     4.2  DANFOSS agrees to offer sales training. The extent of the education
          and the payment for this are described in Enclosure 5.


5.   Quality demands

     5.1  If EMCO on an order for the PRODUCTS should want a material and/or a
          type certificate, EMCO is to specify the contents of the desired
          certificate. DANFOSS is to comply with EMCO's wishes in so far as it
          is considered technically and commercially reasonable. DANFOSS will
          inform EMCO of the net price and time of delivery for the certificate.
<PAGE>
6    Alterations of the PRODUCTS

     6.1  DANFOSS has a right to alter the design of the PRODUCTS. However, if
          these have an influence on specifications or functions EMCO is to be
          informed of the alterations at the same period of time as DANFOSS'
          subsidiaries/agents are being informed.

          For a period of 5 years from delivery, DANFOSS shall retain the
          capacity to provide spare parts or compatible solution for delivered
          PRODUCTS.

     6.2  EMCO is not allowed to modify the PRODUCTS, unless authorized by
          DANFOSS in writing.


7    Prices and Terms of Payment

     7.1  DANFOSS will supply EMCO with the PRODUCTS according to the prices and
          discounts described in Encl. 4. Both parties agree to discuss the
          prices at any time required by one of the parties.

          Once a year DANFOSS will carry through price alterations (January 1),
          if necessary. Such alterations will also apply to EMCO. EMCO will be
          informed in writing of these alterations not later than September 15.

          In the case of documented, essential changes in the price of raw
          material, currencies or other direct costs, DANFOSS reserves the right
          to alter prices without previous notice and at dates other than those
          mentioned above.

          Already placed an confirmed orders will not be affected by such price
          alteration.

          In cases where EMCO negotiates supplies for very great projects, OEMs
          or similar customers and where the limits of this Contract do not make
          EMCO sufficiently competitive, DANFOSS will be willing to negotiate a
          solution which will be for the benefit of both parties.

     7.2  The PRODUCTS are to be delivered ex works (Incoterms 1990) from
          DANFOSS to EMCO.

          However, according to EMCO's desire, DANFOSS in special cases will
          provide that the PRODUCTS are delivered directly from DANFOSS to an
          address stated by EMCO, however, this is still for EMCO's own account
          and risk.

     7.3  The prices are to be understood as delivery in DANFOSS standard
          packing ex works.

     7.4  Terms and conditions of payment for the PRODUCTS to take place
          according to encl. 4.


8    Title to PRODUCTS

     All PRODUCTS become the property of EMCO as soon as they are shipped.
<PAGE>
9    Strategy, Forecast and Time of Delivery

     9.1  EMCO agrees to provide input for strategies and Long Term Plans
          concerning business development.

     9.2  EMCO agrees to work with DANFOSS to prepare and submit market
          forecasts at mutually agreed-upon intervals as needed to support the
          necessary marketing efforts.

     9.3  DANFOSS is to deliver the PRODUCTS as soon as possible after receipt
          of orders from EMCO; however, times of delivery are to be specified in
          connection with each particular order. If EMCO cancels a confirmed
          order, a re-stocking fee based on the incurred cost is to be
          negotiated.


10   Complaints and Service

     10.1 If EMCO customers complain about defects in the PRODUCTS, DANFOSS
          agrees that EMCO handles all contacts to the customers of EMCO with
          regard to but not limited to warranty, complaints and service
          requirements.

          In the event of defects, DANFOSS shall inform EMCO of the cause of the
          defect. DANFOSS shall furthermore take the necessary steps to avoid a
          recurrence of the defect.

     10.2 DANFOSS will assist EMCO with repair and service of the PRODUCTS. The
          exact extent of this as well as costs of such assistance appear from
          Encl. 5.

     10.3 In the event of defective PRODUCTS, EMCO shall notify DANFOSS within
          18 months from the manufacturing date stamped on the PRODUCTS,
          however, a maximum of 17 months after delivery of the PRODUCTS.
          DANFOSS may then either repair or replace the defective PRODUCTS.
          Costs associated with disassembly and assembly will be uncompensated;
          however, DANFOSS will pay transport costs for the PRODUCTS and spare
          parts, if any, from DANFOSS to EMCO. EMCO is to cover transport costs,
          if any, from EMCO (and its customers) to DANFOSS.

          Should EMCO request a special warranty beyond the usual period of 18
          months, DANFOSS may at DANFOSS' discretion assume such obligation, in
          writing.

          ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING IMPLIED
          WARRANTIES OF MERCHANTABILITY ON FITNESS FOR A PARTICULAR PURPOSE ARE
          HEREBY EXPRESSLY EXCLUDED.

     10.4 DANFOSS is not liable for any kind of indirect or consequential damage
          which might occur as a result of defective PRODUCTS.

     10.5 Should EMCO or DANFOSS have reason to believe that a third party
          claims or will claim that the PRODUCTS manufactured by
<PAGE>
          DANFOSS violate patent or trade mark rights held by a third party, the
          party having this information shall immediately inform the other party
          in writing and keep that party informed of the status of the matter.

          Should in the evaluation of the legal advisors of one of the parties
          there exist a substantial or colourable validity to the third party's
          claim, each party is authorized to suspend the purchase and sale of
          the PRODUCTS under this Contract, pending clarification of the
          dispute.

          Should EMCO be sued in this connection, DANFOSS agrees to pay
          reasonable costs of litigation (including but not restricted to
          attorneys fees, expert witness fees, reimbursement for EMCO management
          time used in defending the lawsuit, and all advance sums required to
          pay the costs of any appeal bonds that might be necessary to further
          contest the litigation) and any unappealable awards of compensation
          and damages provided by a legal tribunal.

          DANFOSS is also granted the right to participate in the suit or
          arbitration, as a party.


11   Product Liability

     11.1 This Contract does not affect the limitations on DANFOSS' usual
          product liability in cases of damages to persons or personal property
          which have occurred because of defective PRODUCTS. However, DANFOSS is
          not liable for indirect or consequential damage.


12   Duration of the Contract

     12.1 This Contract is valid indefinitely as of its COMMENCEMENT. If not
          previously terminated, the parties agree that 30 months after the
          inception of this Contract it shall be renegotiated; the negotiation
          shall be completed within 36 months of its inception. The Contract can
          at any time be terminated by either party with 12 months' written
          notice. DANFOSS will continue to supply up to 24 months after written
          termination at comparable prices.

     12.2 Further, this Contract can be terminated with 30 days' written notice
          in the event of:

          1)   Disclosure to a third party of confidential information.

          2)   Violation of trade marks.

          3)   Failure to make payment in a reasonable time in accordance
               with Encl. 4.

          4)   Active marketing by EMCO of the PRODUCTS outside USA.

          5)   Marketing or sales practices in violation of US or Danish
               legislation
<PAGE>
          6)   EMCO develops, manufactures, and/or markets and sells other
               electro-magnetic, ultrasonic or Coriolis-mass-flowmeters, oxygen
               transmitters or level transmitters based on the ultrasonic
               principle.

          Excepted from this restriction is EMCO's sale of insertion flowmeters.

          When replacing EMCO's insertion programme, EMCO shall be allowed to
          develop a replacing programme based on ultrasonic.

          This product programme shall not compete in those markets where
          DANFOSS is marketing its UL programme actively to DANFOSS' core
          business areas.  For UL-clamp-on technology DANFOSS shall be offered
          for consideration exclusivity in marketing in accordance with this
          Agreement on In-line Vortex.

          If both parties agree that corrective action has been taken within 30
          days of written notice, the termination notice is nullified.

     12.3 PRODUCTS for which there have already been placed orders before or at
          the date of notice of termination are to be delivered from DANFOSS to
          EMCO according to this Contract.

     12.4 For a period of 5 years after termination of this Contract, DANFOSS Is
          to supply EMCO with all spare parts or compatible product solutions
          under normal conditions and comparable prices. Apart from this,
          DANFOSS' obligation as regards service cease when terminating this
          Contract.

     12.5 In the event of insolvency, suspension of payments, or bankruptcy of
          one of the Contract parties, the other party at any time has right to
          terminate the Contract without notice.

          The same applies if a competitor to one of the Contract parties
          obtains a considerable influence in the other party, including, but
          not limited to, gaining a controlling interest in the company,
          purchase of shares, and/or appointment as manager or board member in
          the company.

     12.6 Neither party shall be held liable for failure to meet its obligations
          under this Contract in the case of force majeure, including, but not
          limited to, strikes, blockade, armed conflicts, government
          restrictions and natural calamities.

          Should either party be unable to fulfil its obligations under this
          Contract because of force majeure for more than 3 months, the other
          party may terminate the Contract with 30 days notice.

     12.7 Confidential business information is not to be given to any third
          party in a period of 3 years from termination.


13   Law, Venue, Invalidity

     13.1 This Contract shall be governed by Danish law. Any controversy
<PAGE>
          which may occur in relation to this Contract shall finally be settled
          in accordance with the rules of Conciliation and Arbitration of the
          International Chamber of Commerce (ICC), Paris. Meetings are held in
          Copenhagen. Process language is English.

     13.2 In the event that single clauses should be rendered wholly or partly
          invalid, the validity of the remaining clauses or the remaining parts
          of such clauses are not rendered invalid.

     13.3 The parties hereby agree that in signing this Delivery Contract, the
          previous Delivery Contract of 1 November 1995 concerning delivery of
          PRODUCTS from DANFOSS to EMCO is cancelled effective as of the
          COMMENCEMENT of this Delivery Contract.

Enclosure 1: PRODUCTS
Enclosure 2: Labels
Enclosure 3: Approvals
Enclosure 4: Prices, Discounts and Conditions of Payment
Enclosure 5: Repair and Service

Place and date                          Place and date
for Danfoss                             for EMCO
  6.OCT98

/s/Henrik Henriksen                /s/Charles E. Miller
Henrik Henriksen                   Charles E. Miller

/s/Peter Madsen                    /s/Saeid Hosseini
Peter Madsen                       Saeid Hosseini

/s/Hans Uwe Simonsen               /s/Ken Teegarden
Hans Uwe Simonsen                  Ken Teegarden

<PAGE>
Encl. 1 to Delivery Contract DANFOSS - EMCO


PRODUCTS:

From DANFOSS the Delivery Contract covers the following:

1a)  i)   Label (as defined in Encl. 2) PRODUCTS:

               DANFOSS PRODUCTS MAGFLO
                    Type MAG 1100
                    Type MAG 2100
                    Type MAG 3100
                    Type MAG 2500
                    Type MAG 3000

               DANFOSS PRODUCTS MASSFLO (non-exclusive)
                    Type MASS 2100
                    Type MASS 3000

     ii)  DANFOSS PRODUCTS with unobstructed, conspicuous DANFOSS
          Label and EMCO sticker: (non-exclusive)

               DANFOSS PRODUCTS MASSFLO
                    Type MASS 1100

1b)  The Delivery Contract also includes accessories and spare parts for the
     PRODUCTS.

<PAGE>
Encl. 2 to Delivery Contract DANFOSS - EMCO


In connection with the marketing of DANFOSS manufactured flowmeters and in
recognition of EMCO's interest in producing its own independent image, the
following label arrangements shall be valid:

A    Label PRODUCTS -    MAG 2500
                         MAG 3000
                         MAG 1100
                         MAG 2100
                         MAG 3100
                         MASS 3000
                         MASS 2100

                         or new generation replacing the existing model.

     These PRODUCTS will be marketed s label PRODUCTS. DANFOSS will send a
     standard PRODUCT to EMCO. EMCO will place the new label fulfilling the
     conditions stated in this Contract on top of the existing DANFOSS label.
     The label shall contain a statement (such as "Magflo( is a trade-mark of
     Danfoss A/S, DK") to be agreed upon stating DANFOSS' ownership of the
     trade-mark. DANFOSS and EMCO agree to work together to develop a mutually
     agreed-upon procedure to fulfil the requirements of this point. This
     procedure may be modified, depending on quantities, by written agreement to
     provide that the EMCO label is attached in Nordborg. Literature and packing
     shall also bear the EMCO name, where the DANFOSS name is removed.

B    Remaining PRODUCTS (Encl. 1 a with the exception of PRODUCTS named in point
     A) are to be marketed by EMCO under DANFOSS label. These PRODUCTS will be
     sent to EMCO as standard PRODUCTS. EMCO will attach a sticker to these
     PRODUCTS, accompanying literature and packaging. The content, appearance
     and procedure with regard to the EMCO sticker is to be approved by DANFOSS
     in writing and state DANFOSS' ownership of trade marks.

C    Accessories and spare parts to the PRODUCTS are not be labelled, used in
     connection with the stickers mentioned in B above or altered by EMCO.

D    All costs in connection with labelling, including price for special
     packaging and manuals are to be paid by EMCO.

<PAGE>
Encl. 3 to Delivery Contract DANFOSS - EMCO


Approvals

1. At present

     MAGFLO    *    3A approval on MAG 2100 and MAG 1100 Food

               *    CENELEC hazardous area approval on MAG 1100 / 3100
                    with MAG 3000 electronic.

               *    MAG 3000 CT:
                    Custody transfer approval for: cold water by PTB - Germany;
                    OIML 75; OIML 117.


     MASSFLO   *    CENELEC hazardous area approval on MASS 1100 / 2100
                    with MASS 1000 and MASS 3000 electronic

2.   Wishes in order of priority:

     1.   NIST traceable approval

     2.   MASSFLO*  3A approval on MASS 2100

     3.   MAGFLO    *    FM Class 1 Div 2 hazardous area approval on
                         MAG 1100 / 3100 with MAG 3000 electronic
                         as remote and compact.

     4.   MASSFLO   *    FM Class 1 Div 1 hazardous area approval on
                         MASS 1100 / 2100 with MASS 3000 electronic as
                         remote and compact

     5.   MAGFLO    *    FM Class I Div 1 hazardous area approval on
                         MAG 1100 / 3100 with MAG 3000 electronic
                         as remote and compact

     6.   All PRODUCTS:  General UL approval

<PAGE>
Encl. 4 to Delivery Contract DANFOSS - EMCO


Prices, Discounts, and Conditions:

PRODUCTS: EMCO is granted the enclosed discount on DANFOSS USD export pricelist
          LP.96.H1.02. New price list will be forwarded on 1 OCT every year and
          effective from 1 January.

          If the parties require an extra discount, this will be agreed upon
          from project to project.

Terms of payment:

          Current month + 60 days

          If payment to DANFOSS is not duly made, a 1.5% interest will be
          charged for each full month or partial month. EMCO is in this regard
          not authorized to make set-offs or withhold payments, unless this is
          in each case accepted in writing by DANFOSS.

Currency:

          Payment is to take place in USD.

<PAGE>
Encl. 5 to Delivery Contract DANFOSS - EMCO


Assistance in Connection with Service/ Repair


As regards service and repair, the parties have agreed as follows:

-    EMCO is not allowed to carry out repairs on PRODUCTS which have been
     manufactured by DANFOSS. PRODUCTS are to be sent to DANFOSS who will
     perform the repair, or PRODUCTS (not under warranty, i.e. older than 18
     months) can follow the "Exchange to New" programme described in detail in
     the document LN 2H 1.01 "Exchange to new, repairs, complaints and check
     procedure for PL12 products". To optimize handling and shipping at EMCO,
     the PRODUCTS may be sent in batches by EMCO.

     All return of PRODUCTS to DANFOSS has to follow the guidelines in LN
     25H1.01

-    The education shall enable service instructors to perform an on-site GO/NO-
     GO test in order to determine whether a problem is due to the PRODUCT.

-    In so far as it is reasonable, DANFOSS will assist EMCO by telephone and/
     or by means of written material on the assumption that the required
     instructions are not stated in DANFOSS' data sheets, manuals, or service
     instructions, or mentioned in material provided.

-    EMCO is responsible for establishing a reliable, efficient service
     organisation, for all DANFOSS PRODUCTS sold by EMCO (EMCO-labelled and
     DANFOSS-labelled PRODUCTS)

-    EMCO has agreed to carry the costs in connection with:

     Service and field service on all PRODUCTS sold by EMCO (EMCO-labelled and
     DANFOSS-labelled PRODUCTS).

<PAGE>
                                                        EMCO - DANFOSS



                                                     DELIVERY CONTRACT



This contract has been entered into by

Engineering Measurements Company, 600 Diagonal Highway, Longmont, CO, USA 80501,
a corporation incorporated under the laws of the state of Colorado, USA
(hereinafter referred to as EMCO)

and

Danfoss A/S, DK-6430 Nordborg, Denmark (hereinafter referred to as DANFOSS).



Preface

EMCO and DANFOSS are companies which in the instrumentation field are
represented on various markets with various products.

With a view to resale of products which are manufactured at EMCO and its
subsidiaries, DANFOSS wants to buy these in order to extend its product
programme.




1	Definitions

  1.1     By PRODUCTS is meant the flowmeters described in Enclosure 1
          incl. accessories and spare parts.

  1.2     By COMMENCEMENT is meant the 1st November, 1998.

  1.3     By TERRITORY is meant worldwide, with the exception of USA and
                  Canada.

<PAGE>
2	Relations between the parties

  2.1     DANFOSS has a non-exclusive right to place orders for PRODUCTS
          generally in the TERRITORY. Moreover, DANFOSS has an exclusive right
          to place orders for the PRODUCTS in the areas listed in Enclosure 2.
          EMCO is obligated to fulfil these orders according to the conditions
          stipulated in this Contract.

  2.2     This Contract is not meant as a distributor/agent relationship
          between the parties.

          DANFOSS is allowed to use the EMCO trade name when selling
          accessories, spare parts and stickered parts. Otherwise DANFOSS is
          prohibited from using the name EMCO. DANFOSS is, however, entitled
          to continue to market its electronic monitoring oxygen concentration
          (EMCO) product as previously.

  2.3     Within the TERRITORY, DANFOSS has a non-exclusive right as described
          in Clause 2.1 to actively market the PRODUCTS in its own name and on
          its own account.

          Active marketing is to be understood as direct promotion and
          dedicated advertising for the PRODUCT or initiating direct contracts
          with representatives of companies with the aim of selling EMCO
          PRODUCTS.

          If Danfoss wants a special design which is not described in Encl. 3,
          this should be agreed upon in each individual case.

  2.4     DANFOSS may not use the EMCO name or EMCO trade names without EMCO's
          permission. EMCO is to supply the PRODUCTS with the standard DANFOSS
          colours and standard type DANFOSS labels chosen by DANFOSS according
          to DANFOSS' instructions. Colours and type labels are to be agreed
          upon as described in Enclosure 3. If Danfoss wants a special design
          which is not described in Encl. 3, this should be agreed upon in
          each individual case.

  2.5     Confidential business information may be exchanged between DANFOSS
          and EMCO. Both parties agree not to give such information to third
          parties such as competitors, customers, or other third parties, also
          after termination of this Contract.

  2.6     Both parties agree to work together in a mutually acceptable manner
          to develop and implement an appropriate marketing strategy for the
          PRODUCTS. This strategy should provide marketing, sales and
          financial data as needed to support EMCO's regular budget and
          planning cycles.

<PAGE>
  2.7     DANFOSS will inform the Board of Directors and Officers of EMCO in
          writing when (and if) DANFOSS, its subsidiaries or, to the best of
          DANFOSS' knowledge, agents acquire 5% of the EMCO's outstanding
          common stock. In addition, EMCO's prior written consent is required
          in order for DANFOSS, its subsidiaries or agents to purchase any
          amount of stock which causes DANFOSS' total beneficial holdings in
          EMCO stock to exceed 10% of the amount of EMCO outstanding common
          stock.


3	Written Material and Software

  3.1     At the COMMENCEMENT EMCO is obligated to place the following
          material at DANFOSS' disposal without charge:

     a)      1 set of standard documentation material used by EMCO when
             marketing the PRODUCTS.

     b)      1 set of directions (users' manuals/instructions) used by EMCO
             when marketing the PRODUCTS.

     c)      1 complete set of service documentation.

     d)      1 set of sizing software for In-line Vortex and application
             programmes with DANFOSS logo and name as well as updating
             these items. Payments for point 3.1 d), if any, will be
             negotiated.

  3.2     On the basis of the material mentioned under point 3.1, DANFOSS has
          a right to print its own information material in connection with the
          marketing of the PRODUCTS under DANFOSS label, subject to prior
          written approval from EMCO, unless such prior approval would involve
          excessive costs and delay. EMCO shall assist DANFOSS in preparation
          of such material. Such material shall protect the EMCO copyright.
          The intent of this Clause is to ensure the absence of mistakes in
          literature.

  3.3     If DANFOSS wants information about the PRODUCTS in addition to that
          mentioned in the documentation in paragraphs 3.la + b, EMCO will
          place such information at DANFOSS' disposal, provided EMCO does not
          consider the information confidential, and provided both parties in
          the individual case agree upon the price and time of delivery for
          the information.

  3.4     All documents, copies of documents and other information in tangible
          form shall be returned on request from EMCO or upon termination of
          the Contract.

<PAGE>
4	Education

  4.1     EMCO agrees to educate DANFOSS' service instructors, including
          knowledge of application areas, at such level that these are able to
          educate DANFOSS' own service organisation. The extent of and the
          price for this education is described in Enclosure 4.

  4.2     EMCO agrees to offer sales training. The extent of the education and
          the payment for this are described in Enclosure 4.


5	Quality demands

  5.1     If DANFOSS on an order for the PRODUCTS should want a material
          and/or a type certificate, DANFOSS is to specify the contents of the
          desired certificate. EMCO is to comply with DANFOSS' wishes in so
          far as it is considered technically and commercially reasonable.
          EMCO will inform DANFOSS of the net price and time of delivery for
          the certificate.

6	Approvals

  6.1     All Products (Enc. 1) sent to Danfoss have to be CE approved.

  6.2     EMCO has received the approvals from recognized institutions which
          appears from Enclosure 5. To the extent provided for in general
          plans, EMCO intends to obtain the approvals necessary for successful
          operations in the TERRITORY.

          EMCO will, in so far as it is reasonable, assist DANFOSS in
          obtaining corresponding approvals in DANFOSS' name and on DANFOSS'
          account.

  6.3     If DANFOSS should request that EMCO applies for an approval, and if
          this request is accepted by EMCO, EMCO will seek an approval at
          EMCO's expense. If the PRODUCTS are not approved by one or more
          authorities, however, EMCO is under no obligation to alter the
          PRODUCTS in order to obtain the approval. EMCO pays the expenses for
          Cenlec and other general international approvals. For local
          approvals obtained by DANFOSS, DANFOSS will forward all documents to
          EMCO. EMCO accepts to deliver PRODUCTS according to these local
          approvals. If changes to PRODUCTS having influence on the approvals
          are planned DANFOSS shall give notification in advance.

  6.4     If DANFOSS receives approvals on their own on any of the PRODUCTS,
          DANFOSS will, in so far as it is reasonable, assist EMCO in
          obtaining corresponding approvals in EMCO's name and on EMCO's
          account, if EMCO wishes to obtain the approval.

<PAGE>
7	Alterations of the PRODUCTS

  7.1     EMCO has a right to alter the design of the PRODUCTS. However, if
          these have an influence on specifications or functions DANFOSS is to
          be informed of the alterations at the same period of time as EMCO's
          subsidiaries/ agents are being informed, in all cases at least 3
          months prior to implementation.

          For a period of 5 years from delivery, EMCO shall retain the
          capacity to provide spare parts or compatible product solutions for
          delivered PRODUCTS.

  7.2     DANFOSS is not allowed to modify the PRODUCTS, unless authorized by
          EMCO in writing.

          However, when EMCO supplies sensors and electronics separately,
          DANFOSS is permitted to make the final configuration of these at the
          time EMCO has the final Product Structure available to build the
          complete meters in accordance with the EMCO PRODUCT and assembly
          specification and in order to meet specific customer needs.


8 Prices and Terms of Payment

  8.1     EMCO will supply DANFOSS with the PRODUCTS according to the prices
          and discounts described in Enclosure 6. Both parties agree to
          discuss the prices at any time required by one of the parties.

          Once a year EMCO will carry through price alterations (January 1),
          if necessary. Such alterations will also apply to DANFOSS. DANFOSS
          will be informed in writing to the Purchase Manager and the Product
          Manager, of these alterations every year before September 1.

          In the case of documented, essential changes in the price of raw
          material or other direct costs, EMCO reserves the right to alter
          prices without previous notice and at dates other than those
          mentioned above.

          Already placed an confirmed orders will not be affected by such
          price alteration.

          In cases where DANFOSS negotiates supplies for very great projects,
          OEMs or similar customers and where the limits of this contract do
          not make DANFOSS sufficiently competitive, EMCO will be willing to
          negotiate a solution which will be for the benefit of both parties.

  8.2     The PRODUCTS are to be delivered ex works (Incoterms 1990) from EMCO
          to DANFOSS.

          However, according to DANFOSS' desire, EMCO in special cases will
<PAGE>
          provide that the PRODUCTS are delivered directly from EMCO to an
          address stated by DANFOSS, however, this is still for DANFOSS' own
          account and risk.

  8.3     The prices are to be understood as delivery packed ex works in
          neutral boxes with yellow DANFOSS label (approved by DANFOSS) on the
          outside.

  8.4     Manuals prepared by DANFOSS are to be delivered by DANFOSS.

  8.5     Terms and conditions of payment for the PRODUCTS to take place
          according to Enclosure 6.


9	Ownership Reservation

  9.1     All PRODUCTS become the property of DANFOSS as soon as they are
          shipped.


10	Strategy, Forecast and Time of Delivery

  10.1    DANFOSS agrees to provide EMCO with input for strategies and long
          term plans concerning business development.

  10.2    DANFOSS agrees to work with EMCO to prepare and submit market
          forecast at mutual agreed-upon intervals.

  10.3    EMCO is to deliver the PRODUCTS as soon as possible after receipt of
          orders from DANFOSS; however, times of delivery are to be specified
          in connection with each particular order. If Danfoss cancels a
          confirmed order, a re-stocking fee based on the incurred cost is to
          be negotiated.

<PAGE>
11	Complaints and Service

  11.1    EMCO is a ISO 9001 company. EMCO will maintain ISO 9001.

  11.2    If DANFOSS customers complain about defects in the PRODUCTS, EMCO
          agrees that DANFOSS handles all contacts to the customers of DANFOSS
          with regard to, but not limited to, warranty, complaints and service
          requirements. In the event of defects EMCO shall inform DANFOSS of
          the cause of the defect. EMCO shall furthermore take the necessary
          steps to avoid a recurrence of the defect.

  11.3    EMCO will assist DANFOSS with repair and service of the PRODUCTS.
          The exact extent of this as well as costs of such assistance appear
          from Enclosure 4.

  11.4    In the event of defective PRODUCTS, DANFOSS shall notify EMCO within
          18 months from the manufacturing date stamped on the PRODUCTS,
          however a maximum of 17 months after delivery of the PRODUCTS. EMCO
          may then either repair or replace the defective PRODUCTS. Costs
          associated with disassembly and assembly will be uncompensated;
          however, EMCO will pay transport costs for the PRODUCTS and spare
          parts, if any, from EMCO to DANFOSS. DANFOSS is to cover transport
          costs, if any, from DANFOSS (and its customers) to EMCO.

          Should DANFOSS request a special warranty beyond the usual period of
          18 months, EMCO may at EMCO's discretion assume such obligation, in
          writing.

          ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING IMPLIED
          WARRANTIES OF MERCHANTABILITY ON FITNESS FOR A PARTICULAR PURPOSE
          ARE HEREBY EXPRESSLY EXCLUDED.

  11.5    EMCO is not liable for any kind of indirect or consequential damage
          which might occur as a result of defective PRODUCTS.

  11.6    Should EMCO or DANFOSS have reason to believe that a third party
          claims or will claim that the PRODUCTS manufactured by EMCO violate
          patent or trade mark rights held by a third party, the party having
          this information shall immediately inform the other party in writing
          and keep that party informed of the status of the matter.

<PAGE>
          Should in the evaluation of the legal advisors of one of the parties
          there exist a substantial or colourable validity to the third
          party's claim, each party is authorized to suspend the purchase and
          sale of the PRODUCTS under this Contract, pending clarification of
          the dispute.

          Should DANFOSS be sued in this connection, EMCO agrees to pay
          reasonable costs of litigation (including but not restricted to
          attorneys fees, expert witness fees, reimbursement for DANFOSS
          management time used in defending the lawsuit, and all advance sums
          required to pay the costs of any appeal bonds that might be
          necessary to further contest the litigation) and any unappealable
          awards of compensation and damages provided by a legal tribunal.

          EMCO is also granted the right to participate in the suit or
          arbitration as a party.


12	Product Liability

  12.1    This Contract does not affect the limitations on EMCO's usual
          product liability in cases of damages to persons or personal
          property which have occurred because of defective PRODUCTS. However,
          EMCO is not liable for indirect or consequential damage.

          EMCO shall be capable of documenting to DANFOSS the existence of a
          currently valid product liability insurance covering the PRODUCTS
          globally.


13	Duration of the Contract

  13.1    This Contract is valid indefinitely as of its COMMENCEMENT. If not
          previously terminated, the parties agree that 30 months after the
          inception of this Contract it shall be renegotiated; the negotiation
          shall be completed within 36 months of COMMENCEMENT.

          The Contract can at any time be terminated by either party with 12
          months written notice.

          EMCO shall confirm to supply PRODUCTS up to 24 months after written
          notice of termination at comparable prices.

  13.2    Further, this Contract can be terminated with 30 days written notice
          in the event of:

     1)      Disclosure to a third party of confidential information.

<PAGE>
     2)      Violation of trade marks, or misuse of company name or
             literature.

     3)      Failure to make payment in reasonable time in accordance with
             Encl. 6.

     4)      Active marketing by DANFOSS of the PRODUCTS in the USA or
             Canada.

     5)      Marketing or sales practices in violation of US or Danish
             legislation.

     6)      DANFOSS develops, manufactures, and/or markets and sells other
             Inline Vortex type flowmeters.

             If both parties agree that corrective action has been taken within
             30 days of written notice, the termination notice is nullified.

  13.3    PRODUCTS for which there have already been placed orders before or
          at the date of notice of termination are to be delivered from EMCO
          to DANFOSS according to this Contract.

  13.4    For a period of 5 years after termination of this Contract, EMCO is
          to supply DANFOSS with all spare parts or compatible product
          solutions under normal conditions and comparable prices. Apart from
          this, EMCO's obligation as regards service cease when terminating
          this Contract.

  13.5    In the event of insolvency, suspension of payments, or bankruptcy of
          one of the contract parties, the other party at any time has right
          to terminate the Contract without notice.

          The same applies if a competitor to one of the contract parties
          obtains a considerable influence in the other party, including, but
          not limited to, gaining a controlling interest in the company,
          purchase of shares, and/or appointment as manager or board member in
          the company.

  13.6    Neither party shall be held liable for failure to meet its
          obligations under this Contract in the case of force majeure,
          including, but not limited to, strikes, blockade, armed conflicts,
          government restrictions and natural calamities.

          Should either party by unable to fulfil its obligations under this
          Contract because of force majeure for more than 3 months, the other
          party may terminate the Contract with 30 days notice.

  13.7    Confidential business information is not to be given to any third
          party in a period of 3 years from termination.

<PAGE>
14	Law, Venue, Invalidity, Supremacy

  14.1    This Contract shall be governed by the law of the State of Colorado
          and the law of the United States of America applicable therein. Any
          controversy which may occur in relation to this Contract shall
          finally be settled in accordance with the rules of Conciliation and
          Arbitration of the International Chamber of Commerce (ICC), Paris.
          Meetings are held in a city of EMCO's choice in Colorado, USA.
          Process language is English.

  14.2    In the event that single clauses should be rendered wholly or partly
          invalid, the validity of the remaining clauses or the remaining
          parts of such clauses are not rendered invalid.

  14.3    This Delivery Contract supersedes and renders null and void the
          previous Delivery Contract concerning the PRODUCTS between EMCO and
          DANFOSS effective on 1 November 1995.

Enclosure 1: PRODUCTS
Enclosure 2: Exclusive Sales Rights
Enclosure 3: Labels
Enclosure 4: Repair and Service
Enclosure 5: Approvals
Enclosure 6: Price, Discounts and Conditions

Place and date 					Place and date
for Danfoss                                     for EMCO
  6.OCT98

/s/Henrik Henriksen				/s/Charles E. Miller
Henrik Henriksen                                Charles E. Miller

/s/Peter Madsen					/s/Saeid Hosseini
Peter Madsen					Saeid Hosseini

/s/Hans-Uwe Simonsen				/s/Ken Teegarden
Hans-Uwe Simonsen                               Ken Teegarden


<PAGE>
Encl. 1 to Delivery Contract EMCO - DANFOSS




PRODUCTS:

From EMCO the Delivery Contract covers the following:

1a)     i)  Label (as defined in Encl. 3) Products:

            EMCO In-line Vortex family

       ii)  EMCO Products with EMCO label and Danfoss sticker: (nonexclusive).

            FP 93 flow computer

1b)	Accessories and Spare Parts to the PRODUCTS are also PRODUCTS

<PAGE>
Encl. 2 to Delivery Contract EMCO - DANFOSS

DANFOSS exclusive sales rights to the PRODUCTS.

1.       DANFOSS has exclusive sales rights to In-line VORTEX Family for

Denmark         Estonia         Austria                 Rumania
Sweden          Latvia          Hungary                 Bulgaria
Norway          Lithuania       Slovenia                Albania
Finland         Poland          The Czech Republic      Greece
UK              Germany         The Slovak Republic     Serbia
Ireland         Holland 1)      Switzerland             Croatia
Iceland         Belgium         Austria                 Hercegovina
Italy                           Bosnia
                                Spain
                                Luxemburg
                                Portugal

DANFOSS has acquired exclusive sales rights for the PRODUCTS for the whole
of Europe on 29 May 1997 excluding France, Russia, Ukraine, White Russia,
Kazakhstan, Uzbekistan, Georgia.

1) Shell, Holland:
As long as Danfoss Vorflow is not on the approved vendor list at
Shell, DANFOSS is working with EMBA to promote and sell the EMCO
labelled Vortex meter to Shell.

<PAGE>
Encl. 3 to Delivery Contract EMCO - DANFOSS

In connection with the DANFOSS marketing of EMCO manufactured flowmeters the
following labelling shall be valid:

     a) Label products - In-line Vortex - family
        These products shall be marked as label products. EMCO will attach
        an EMCO approved DANFOSS label, and make necessary modifications in
        the appearance of the label products so they appear to be DANFOSS
        products. Literature and packing shall also bear the DANFOSS name
        while the EMCO name is removed. The nature, extent and payment for
        these changes shall be agreed between the parties. The label
        products will be packed in neutral packing materials with DANFOSS
        yellow labels, approved by DANFOSS.

     b) Sticker products.
        Sticker products shall consist of EMCO's flowcomputers and are to be
        marketed by DANFOSS under EMCO label. EMCO will prior to delivery
        attach a DANFOSS sticker to these products, accompanying literature
        and packing. Content and appearance with regard to the DANFOSS
        stickers are to be agreed upon. It is the intention of the parties
        to market EMCO flowcomputers as a label product when an appropriate
        sale volume (to be agreed upon by the parties) is obtained.

     c) Accessories and spare parts.
        Accessories and spare parts to the products are not to be labelled,
        used in connection with the stickers mentioned in b) above or
        altered by DANFOSS.

     d) Costs.
        All costs for manuals are to be paid by DANFOSS.

        Changes which involve costs may be implemented only by agreement
        with DANFOSS.

<PAGE>
Encl. 4 to Delivery Contract EMCO - DANFOSS

Assistance in connection with service/repair


As regards service and repair, the parties have agreed as follows:

-     All return and complaints will be handled in accordance with current EMCO
      Service policy No. ......

-     DANFOSS normally will not carry out repairs on PRODUCTS which have been
      manufactured by EMCO.

-     The education specified below shall enable service instructors to perform
      an on-site fault finding/ application/ problem solving test with respect
      to PRODUCT use.

-     In so far as it is reasonable, EMCO will assist DANFOSS by telephone
      and/or by means of written material on the assumption that the required
      instructions are not stated in EMCO's data sheets, manuals or (service)
      instructions, or mentioned in material provided and taught at a seminar
      for DANFOSS held by EMCO.

-     EMCO offers the following necessary service equipment:
      To be agreed upon

-     DANFOSS has agreed to carry the costs in connection with:

      Service and field service on all PRODUCTS sold by DANFOSS.

<PAGE>
Encl. 5 to Delivery Contract EMCO - DANFOSS

Approvals in Europe:

1.    At present

      VORFLO * CENELEC hazardous area approval on Vor 1100 / 1000 /
      2000 EExd(ib)

2.    Requirements:

      1. VORFLO * CE approval (electrical)
      2. VORFLO * CENELEC hazardous area approval in EExib Solution
      3. FP 93  * CE approval (electrical)

3.    Wishes in order of priority:

      1. VORFLO * NAMUR (German chemical electrical app.)
      2. FP 93  * NAMUR (German chemical electrical app.)
      3. VORFLO * Custody Transfer approval for steam and gaze.
      4. VORFLO and FP 93:
             East European Type, custody transfer and hazardous areas
             approval in EExib solution.

DANFOSS shall be consulted prior to adoption of PRODUCT alterations which might
affect approvals.