[Translated from German]

I.     CONTRACT OF
EMPLOYMENT

|Employer: | HMT Holding
  AG                     
|--------- | -------------------------------------
|          | Kreuzlingerstrasse
  5               
|          | CH-8574
  Lengwil                    
|          | (hereinafter
  referred to as HMTH)
|          |                                      
|          |                                      
|Employee: | Dr Andreas
  Bänziger                
|          | *****************                    
|          | *****************                    
|          | (hereinafter
  referred to as AB)  

|1. | Appointment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | AB is
  appointed as CEO of HMTH. He shall take over the management of operations of
  the entire HMTH Group as per the job description (Annex 1). The date of
  joining the company shall depend on the outcome of the discussions concerning
  the termination of ABs contract with his current employer. The contractual
  notice period is one year. AB assumes that this can be reduced, by common
  consent, to less than six months, commencing from 1 November 2001. HMTH is
  interested in AB taking up his new position as soon as possible.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|2. | Scope of duties and position                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | ABs scope
  of duties and position within the HMTH Group are described in detail in the
  enclosed job description (Annex 1). This job description forms an integral
  part of this contract of employment.                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|3. | Salary and profit-sharing                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The agreed
  basic salary shall be CHF 350,000 gross per annum. A part of this salary
  shall be variable, as per AA3-9-003 Target Agreement and Remuneration. The
  variable salary component shall be calculated as per Group 1. In the first
  year of appointment (2002), the basic salary shall be regarded as fixed and
  assured.                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|4. | Participation in capital of HMTH                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The Board of
  Directors of HMTH is currently in talks with the shareholders of HMTH about
  the creation of a participation scheme for the management of HMTH. After the
  results of the discussions are clear, the Board of Directors shall be in a
  position to make binding promises to AB.                                                                                                                                                                                                                                                       

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|5. | Expenses                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Travelling
  and other expenses shall be reimbursed in accordance with the Expenses
  Reimbursement Regulations for management. AB shall use a private vehicle for
  business purposes. As an allowance for the same, he shall receive a lump sum
  of CHF 30,000 per annum, paid monthly. This lump sum shall cover all vehicle
  costs, except for fuel. AB undertakes to effect a comprehensive insurance
  policy for the same.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|6. | Insurance and pension                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Unless
  otherwise agreed, the company shall insure the employee as provided for by
  law.                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | AB has been
  insured via the pension fund of HMTH, as per the pension regulations.                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | In
  principle, AB shall be guaranteed an old age pension, according to which he
  is entitled to an annual increase in pension of CHF 35,000 by means of
  premium contributions in the ratio of 60% by the employer and 40% by the
  employee. Assuming that the existing pension fund of the HMTH Group is wound
  up, individual additional insurance may be necessary.                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|7. | Working hours                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | According to
  the Working Hours Regulations AA3-0-009, the employee shall work a 40-hour
  week. No allowance shall be made for overtime, bearing in mind the position of
  the employee.                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|8. | Holidays                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | AB shall be
  entitled to 25 working days as holiday per calendar year. The planning of the
  holidays shall be geared towards the requirements of the company and should
  first be discussed with the Chairman of the Board of Directors.                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|9. | Term of contract and notice period                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | This
  agreement shall come into force after it is signed and may be terminated by
  either party, subject to 12 months notice in each case at the end of the
  month. The employment relationship, which is open-ended, shall commence
  according to Article 1 of this contract of employment on a date that has yet
  to be determined in detail before 1 May 2002.                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | If this contract
  is terminated by HMTH through no fault of AB, AB shall be entitled to a lump
  sum payment amounting to one years salary, subject to the observance of the
  one-year notice period and based on the last-paid basic salary.                                                                                                                                                                                   

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|10. | Confidentiality and bar on competition                                                                                                                                                                                                                                                                                                                                 
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                        
|    | AB declares
  that he is fully aware of his obligation towards HMTH for loyalty, good faith
  and the protection of business secrets and shall remain loyal in every
  respect even after the end of the employment relationship with the HMT Group.                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                        
|    | AB
  undertakes to refrain from any competitive activity for a period of two years
  after his departure from HMTH.                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                        
|    | Competitive
  activity in this sense shall also include joining a rival company. This bar
  on competition shall apply to all fields in which HMTH does business.                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                        
|    | If the bar
  on competition is breached, 50% of the last-paid gross annual salary shall be
  paid as a contractual penalty, on the basis of the last-paid basic
  salary.  The payment of the
  contractual penalty shall not, however, relieve him from his duty to observe
  the bar on competition. HMTH may claim damages over and above the contractual
  penalty.
|    |                                                                                                                                                                                                                                                                                                                                                                        
|11. | Additional positions                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                        
|    | At the time
  of signing the contract, AB holds the following additional offices:                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                        
|    | AB gives an
  assurance that the time commitment for these three offices shall not exceed
  2-4 hours per week and that he shall be performing these duties mainly in his
  free time. There are also no conflicts of interest between HMT and the
  above-mentioned companies.                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                        
|    | Before
  taking up any further activities, AB shall discuss the same with the Chairman
  of the Board of Directors of HMTH.                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                        
|12. | Secondary agreements                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                        
|    | Secondary
  agreements must be in writing.                                                                                                                                                                                                                                                                                                                             

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|13. | Applicable law and jurisdiction                                                                                                                                                                                                                                                                       
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                       
|    | This
  contract shall be fully governed by, and construed in accordance with, Swiss
  law. Unless otherwise stated in this contract, the provisions of the Swiss
  Code of Obligations (CO) concerning Contracts of Employment (CO Art. 319 et
  seq.) shall apply. Jurisdiction shall be Kreuzlingen.

|           |                   
|---------- | ------------------
|Date:      | HMT Holding
  AG  
|           |                   
|           |                   
|15.10.2001 | (Signature)       
|           |                   
|           |                   
|           |                   
|Date:      | Andreas
  Bänziger
|           |                   
|           |                   
|15.10.2001 | (Signature)       

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