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                                                                 EXHIBIT 10.44



                    WORLDWIDE STOCKING DISTRIBUTOR AGREEMENT

                                     BETWEEN

                              FLUID HANDLING GROUP
                                 ENTEGRIS, INC.
                              3500 LYMAN BOULEVARD
                                CHASKA, MN 55318

                                       AND

                             METRON TECHNOLOGY N.V.
                            1350 OLD BAYSHORE HIGHWAY
                                    SUITE 360
                              BURLINGAME, CA 94010

1.       APPOINTMENT

         Entegris, Inc. ("Entegris" or "we") hereby appoints Metron Technology
         N.V., directly and/or through its subsidiaries, stocking distributor
         (Metron Technology N.V. and its subsidiaries, "Distributor" or "you")
         for the marketing and sale of those Entegris Fluid Handling Group gas
         and liquid handling products set forth on Schedule A, attached.

2.       TERM

         The term of this Agreement shall be for a period of 54 months
         commencing March 1, 2001, and ending August 31, 2005, renewing
         automatically for successive five-year terms thereafter unless
         terminated by either party for cause, at anytime, as provided in
         Section 13 hereof.If either party gives the other party written notice
         of its intent to terminate this agreement at the end of the
         then-current term no later than one year prior to the expiration date
         of the then-current term, then this agreement shall not renew.

3.       AREA OF PRIMARY RESPONSIBILITY

         Your area of primary responsibility shall include regions of the United
         States, Europe and Asia as specified in Schedule B, attached (the
         "Territories"). Entegris hereby appoints Distributor as the exclusive
         distributor of the products set forth on Schedule A in the Territories.
         Entegris reserves the right to enter into direct relationships with
         customers in the "Territories" without compensation to Distributor.

4.       ENTEGRIS OBLIGATIONS

         (I) Entegris will make reasonable efforts to accomplish the following
             on behalf of Distributor:

         A.  Deliver to you with reasonable diligence all products, price lists
             and other literature reasonably required for performance of your
             obligations under the Agreement.
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         B.  Notify you of inquiries received by us from your primary area of
             responsibility for our gas and liquid handling products.

         C.  Perform our duties within a reasonable time unless prevented by
             circumstances beyond our control.

         D.  Conduct necessary training programs to aid Distributor's sales
             personnel to better understand and market Entegris products.

         E.  Provide historical sales data by major product group and industry
             as an aid in forecasting.

         F.  Prepare final plans and forecasts, and establish corrective action
             plans if necessary (see section 6).

         G.  Provide semi-annual performance reports based on mutually agreed
             upon criteria. Report timing is based on Entegris' fiscal year,
             commencing September 1 of each year.

         H.  Work with the Distributor to implement the e-commerce support
             strategy that is outlined in Schedule C, attached.

         (II) During the term of this agreement, Entegris shall not, and shall
not permit any of its representatives to (i) hire any employee of Distributor or
(ii) directly or indirectly, personally or through others, encourage, induce,
attempt to induce, solicit or attempt to solicit any employee to leave his or
her employment with Distributor.

5.       DISTRIBUTOR OBLIGATIONS

         You, as Distributor, represent and warrant to Entegris that you will:

         A.  Perform as a stocking distributor or manufacturer's representative
             as specified below and use your best efforts to stock, market and
             sell products within your Area of Primary Responsibility.

         B.  Refer to us all inquiries received by you for the sale of the
             products outside your Area of Primary Responsibility and otherwise
             refrain from facilitation of sales through you outside of your
             territory.

         C.  Not enter into any contracts or other commitments binding us
             without our prior written consent.

         D.  Not make any representation or give any warranty relating to the
             products other than those expressly stated in Entegris' written
             sales documents. You will be exclusively liable for any other
             representations and warranties and will indemnify and hold Entegris
             harmless from any claims (including, without limitation, Entegris'
             attorney fees) arising from any unauthorized representations and
             warranties.

         E.  With reasonable notice make yourself available for instruction or
             discussion as deemed necessary by Entegris.

         F.  During the term of this Agreement you will refrain from selling,
             and refrain from having any involvement or connection with the sale
             of, any products or services competitive with those of Entegris.
             Entegris shall be entitled to enforce the provisions of this
             Section by a temporary restraining order and temporary and
             permanent injunctions (collectively, "specific performance").

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         G.  Not make any purchase on our behalf or pledge our credit.

         H.  Sell our products under the Entegris-Registered Trademark-, Inc.
             label.

         I.  Keep your account current: Net 30 days from date of invoice. If
             during a quarter the Distributor becomes delinquent in its payment
             to Entegris, without approval, the Distributor will be subject to a
             discount penalty. The penalty will be calculated as a 2% reduction
             in the Distributor's discount for all of Distributor's purchases
             during the subsequent quarter ("subsequent quarter"). If at the end
             of the subsequent quarter the Distributor's payment performance is
             current, the standard discount will be reactivated for the next
             succeeding quarter. If Distributor's account is not brought current
             by the end of the subsequent quarter, the Distributor may be
             terminated immediately.

         J.  Report Distributor sales monthly. Reports must be submitted to
             Entegris on or before the 20th day of the subsequent month. Subject
             to Entegris' right to revise the reporting requirements at any
             time, the reports will contain the following information for each
             of Distributor's customers: ship-to address; part number; and
             quantity for each customer.

         K.  Report inventory values monthly, submitted to Entegris by the 20th
             day of the subsequent month, and reported on a Distributor cost
             basis.

         L.  Work with Entegris to develop and update on a quarterly schedule an
             eight (8) quarter rolling forecast. Forecasts are to be based on
             Distributor cost.


6.       DISTRIBUTOR CORRECTIVE ACTION PROGRAM

         If following the semi-annual evaluation Distributor's performance does
         not meet an acceptable performance level in relation to the semi-annual
         performance reports based on mutually agreed upon criteria contemplated
         by Section 4.G above, the Distributor will be notified. In the quarter
         following this notification, an evaluation of the Distributor's
         performance will be performed and if it still does not meet the
         performance standard, the Distributor will participate in a corrective
         action plan.

         In the first phase of corrective action the Distributor meets with
         Entegris sales territory manager to evaluate areas of unsatisfactory
         performance and to create a plan to meet or exceed the performance
         shortfalls. The plans must be developed and implemented within three
         months of initial notification.

         In the second phase the Distributor performance is monitored against
         the corrective action plan for six (6) months. If performance improves
         and meets the agreed upon performance levels in all material respects
         by the end of six (6) months, the Distributor returns to normal status.
         If at the end of six (6) months a Distributor does not meet in a
         material respect the agreed upon performance levels, Entegris has the
         right to extend the corrective action program or terminate the
         relationship with the Distributor.

         Following satisfactory completion of a corrective action program and
         meeting the agreed upon performance standard, continued performance
         above the performance standard for two (2) years without further
         corrective action is expected and failure to meet the agreed upon
         performance standard during any six month period within that two-year
         period shall result in immediate termination of the Distributor.

         The Distributor corrective action program will be enforced on a
         regional level. Distributor branch or country locations may be put on
         corrective action and terminated for non-performance without effecting
         the remaining Distributor locations covered by this agreement.

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7.       PRICES

         A.  Entegris agrees to sell Entegris-Registered Trademark-, Inc.
             products to you as a distributor at the discounts from published
             list price as indicated on Schedule D attached hereto. All
             prices are based on delivery FOB Entegris factory.
             Notwithstanding, Entegris shall have the right to retain title
             to the products and bear the risk of loss until delivery FOB at
             the Distributor's warehouse (or the place of acceptance by the
             Distributor's customer). In any event, the Distributor (or the
             Distributor's customer) shall, directly or indirectly, bear the
             cost of any customs, duties, taxes, shipping, handling and
             insurance with respect to the shipment of the products.

         B.  Entegris agrees that you shall have the right to establish the
             final selling prices to your customers on all sales negotiated by
             you as a stocking distributor. Entegris maintains the right to
             establish final selling prices on all sales where the Distributor
             is acting as a manufacturer's representative as provided in Section
             12.

         C.  Entegris may change: (a) any published list prices by giving the
             Distributor at least thirty (30) days written notice of said
             changes; or (b) any terms of Schedules A-H (attached) with a twelve
             (12) month written notice or written agreement by both parties at
             any time.

8.       ORDER REQUIREMENTS AND INFORMATION

         A.  Minimum order value is net $100.00, unless an alternate agreement
             is made with Entegris sales management when an order is placed.

         B.  Rush orders are defined as those where the request is for same day
             or next day shipment from Entegris. It is the Distributor's
             responsibility to minimize these requests.

         C.  Drop shipments are defined as orders shipped directly from Entegris
             to the Distributor's customers. Drop shipments will earn normal
             discounts less 10%, unless an alternate agreement is made with
             Entegris sales/regional management prior to the shipment.

         D.  UPS and all other shipping charges incurred by Entegris for any
             rush orders or drop shipments will be prepaid by Entegris, added to
             the Distributor's invoice and reimbursed to Entegris.

9.       INVENTORY EXCHANGE

         A.  At the introduction of each new product, the potential for a future
             inventory exchange will be addressed. Qualifying new product,
             displaced product, if any, and the time period for the exchange
             will be defined. A maximum of five percent (5%) of the total
             combined sales of the new and displaced products during the
             specified time period can be returned.

         B.  Entegris will accept a yearly inventory return from each
             Distributor region (U.S., Europe and Asia) that amounts to 3% of
             the respective regions total purchases from Entegris for a twelve
             (12) month period per the following schedule:

                   U.S.     -                July 1st to June 30th
                   Europe   -                May 1st to April 30th
                   Asia     -                March 1st to February 28th

             These returns must have a valid Return Authorization Number and be
             completed within 30 days from the end of the twelve (12) month
             period in question.

         C.  Inventory being returned must have a Return Authorization Number.
             All items must be in resalable condition, unused, in the original
             packaging and of current revision level. A packing

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             list showing part numbers, quantities and the Return Authorization
             Number must accompany returned inventory.

         D.  A credit memo will be issued for the exchange. The credit allowance
             will be the maximum Distributor discount for each product from the
             previous year's published price.

         E.  A purchase order must be entered before or at the same time of the
             exchange.

         F.  The dollar amount of the purchase must be within $100.00 of the
             credit allowance.

         G.  The Distributor will pay all freight charges.

10.      RETURN FOR REPAIR POLICY PROCEDURES

         A.  Products returned for repair must be issued a Return Authorization
             Number prior to shipping. Products returned without an approved
             Return Authorization will not be accepted.

         B.  Defective products that are within Entegris' written warranty
             period for that specific product will be replaced or repaired by
             Entegris.

         C.  Products that have been altered or tampered with in any way will
             void the warranty. Entegris reserves the right to refuse service on
             any such part.

         D.  The return of products that have been exposed to hazardous media
             must be approved by Entegris and a Entegris return tag must be
             completed prior to product return. Entegris may require that the
             product(s) be cleaned and neutralized to Entegris' satisfaction or
             service may be refused.

11.      RETURN FOR CREDIT

         A.  Full product credit will be issued on return if Entegris made a
             product or shipping error. Freight charges for returning the
             shipment will be paid by Entegris.

         B.  There will be a restocking charge of twenty-five percent (25%) of
             the Distributor's purchase price on all resalable items returned
             for credit when Distributor has made an order error. Shipping
             charges to be paid by Distributor when Distributor has made an
             order error. Charges on collect return will be deducted from the
             allowable credit.

         C.  All items must be in resalable condition, unused, in the original
             packaging and of the current revision level.

         D.  Claims for shortages or inaccurate filling of orders must be made
             to Entegris within ten (10) days after receipt of shipment.

         E.  Returned goods will be accepted only with prior approval and Return
             Authorization Number.

         F.  Goods ordered through a Distributor and returned to Entegris by the
             end-user will not be accepted without prior approval.

12.      MANUFACTURER'S SALES REPRESENTATIVE ROLE

         A.  Entegris may ask you to act as a manufacturer's sales
             representative ("manufacturer's representative") instead of as a
             stocking distributor in order to obtain or maintain a specific
             customer's business for certain Fluid Handling Group products. In
             such cases, Entegris shall

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             provide a commission structure for sales credited to you in your
             capacity as a manufacturer's representative. Commission will be
             paid in the form of a credit memo on paid invoices.

         B.  Billing and shipping will occur between the customer and Entegris.
             The manufacturer's representative role will include, but not be
             limited to, local sales and support.

13.      TERMINATION

         A.  This Agreement can be terminated by Entegris immediately upon
             written notice if:

                1)    You attempt to assign or subcontract this Agreement or
                      rights or obligations hereunder without prior written
                      consent of Entegris.

                2)    There is a change in the control of Distributor which is
                      unacceptable to Entegris.

                3)    You cease to function as a going concern or cease to
                      conduct operations on behalf of Entegris in the normal
                      course of business.

                4)    You encounter serious financial difficulty, which
                      materially affects your performance under this Agreement.

                5)    Entegris receives information that you may be unable to
                      perform this Agreement in all material respects and you do
                      not provide Entegris adequate proof of your ability to
                      perform in all material respects within 30 days after
                      written notice from Entegris.

                6)    You misrepresent in a material respect a sales agreement
                      or sales report, or sell a material amount of samples.

                7)    You engage in activity which violates in a material
                      respect any of your obligations under Section 5.

                8)    You fail to keep your account current or cease to make
                      payment to Entegris or fail to pay the balance due on your
                      account immediately upon receipt of a second written
                      warning of failure to pay.

                9)    You fail to pay the balance due on your account promptly
                      upon receiving late payment notice as part of any
                      quarterly evaluation.

         B.  This Agreement may otherwise be terminated by Entegris according to
             the corrective action plan referred to in Section 6.

         C.  In the event of termination by Entegris under Section 13.A or 13.B
             or as a result of any other material breach of this agreement by
             Distributor (collectively, "breach"), Distributor agrees: (1) to
             pay Entegris all damages arising from the breach and all reasonable
             attorney fees, costs and disbursements incurred by Entegris in
             enforcing its rights under this Agreement; and (2) that it will
             not, for a period of two years following the effective date of the
             breach or termination (whichever is later), represent any
             manufacturer of products competitive with Entegris, and that it
             will not sell, or have any material involvement or connection with
             the sale of, any products competitive with those of Entegris.
             Entegris shall be entitled to enforce the provisions of this
             Section by specific performance.

         D.  If Entegris terminates this agreement for any reason other than
             pursuant to Section 13.A or 13.B or as a result of any other
             material breach of this agreement by Distributor, the parties agree
             that the actual damages resulting from the breach are not readily
             ascertainable and that

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             Entegris will pay the Distributor the following amount as
             liquidated damages in lieu of any other damages or remedies: for
             two (2) years commencing on the effective date of termination,
             Entegris will pay the Distributor a commission of ten percent (10%)
             of all sales of Entegris products in the Distributor's territory
             during the two-year period of the Entegris products set forth on
             Schedule A hereto as of the date of the event giving rise to the
             termination. The commission shall only be paid on the same Entegris
             products which the Distributor sold within the territory during the
             twelve (12) months prior to the termination. The commission payable
             under this clause 13.D shall be based exclusively on the price
             Entegris charges its next distributor or on standard Entegris
             distributor cost for such products (after subtracting any
             discounts, credits or awards) and shall NOT include any other
             customary charges, including without limitation taxes,
             transportation, storage and returns. This commission shall be
             payable on a quarterly basis within thirty (30) days after the date
             of any quarter during such two-year period. The parties agree that
             the remedy provided in this Section 13.D is not a penalty.


         E.  Upon receipt of written notice of termination covered by the
             provisions in this section 13, Distributor will have 60 days to
             cure the breach to the satisfaction of Entegris before the
             termination becomes effective.

         F.  If Entegris makes material changes in this agreement pursuant to
             Section 7.C paragraph(b) hereof without the written consent of
             Distributor or Entegris materially breaches this agreement,
             Distributor shall have the right to terminate this agreement
             immediately upon written notice, and Distributor will not be bound
             by the two (2) year non-competition agreement set forth elsewhere
             in this agreement.

14.      RIGHTS UPON TERMINATION

         A.  On termination of this Agreement, for any cause whatsoever, it is
             hereby expressly agreed that Entegris shall deliver against all
             Distributor orders previously accepted subject to payment on
             delivery and will negotiate all outstanding credit memos with
             Distributor.

         B.  If Entegris should terminate this Agreement or Distributor should
             terminate this agreement as a result of material breach of this
             agreement by Entegris or the making by Entegris of material changes
             to this agreement pursuant to Section 7.C paragraph (b) hereof
             without the written consent of Distributor, all stock may be
             returned for full credit provided it is in resalable condition,
             unused, in the original packaging and of current revision level. If
             the distributor terminates the Agreement other than as a result of
             material breach of this agreement by Entegris or the making by
             Entegris of material changes to this agreement pursuant to Section
             7.C paragraph (b) hereof without the written consent of
             Distributor, Entegris is not responsible for taking back stock.

15.      CONFIDENTIALITY

         A.  Any information provided between Entegris and Distributor which the
             provider deems confidential or proprietary shall be labeled as such
             at the time of disclosure if the disclosure is written, or if
             verbal, shall be confirmed in writing as confidential within thirty
             (30) days after disclosure. The receiving party shall treat such
             information in confidence and shall take reasonable and customary
             steps to assure that such information is not shared with any third
             party. Information shall not be confidential if it is already known
             to recipient at the time of disclosure or recipient otherwise
             learns of it via a third party that is free to disclose it without
             obligation. These obligations shall remain in effect during the
             term of this Agreement and for a period of two (2) years
             thereafter.

         B.  If the parties have signed any other non-disclosure or
             confidentiality agreements, the terms of such agreements shall
             supplement the terms of this agreement.

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         C.  All reports and documentation supplied to Entegris by the
             Distributor pursuant to the requirements of Section 5.J-L shall be
             considered confidential and shall be subject to the confidentiality
             obligations identified in the paragraph above.

16.      MODIFICATION

         A.  Except as provided in Section 7.C of this Agreement, this Agreement
             may only be modified in writing, signed by the Distributor and
             Entegris.

17.      MERGER

         A.  This Agreement incorporates the full understanding of the parties
             and replaces in its entirety any and all prior understandings
             relating to distribution rights and any other contracts or
             obligations between the parties. There are no other agreements
             between the parties except as stated herein, all such prior or
             other agreements being merged into this Agreement.

         B.  If Entegris waives any breach by this Distributor (or any other
             distributor), such waiver shall not constitute a waiver of any
             subsequent breach by this Distributor (or any other distributor).

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18.      GOVERNING LAW

         A.  This Agreement shall be interpreted under the laws of the State of
             Minnesota.




ENTEGRIS, INC.

Signed /s/ STAN GEYER                                Dated        3/1/01
       ----------------------------------------            ---------------------
       Stan Geyer
       Chairman
       Entegris, Inc.

METRON TECHNOLOGY N.V.

Signed /s/ GREG CLAEYS                               Dated       2/28/2001
       ----------------------------------------            ---------------------
       Greg Claeys
       Vice President - Materials Group
       Metron Technology N.V.

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