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                                                                    EXHIBIT 10.3

                    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:
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         A.       Deliver to you with reasonable diligence all products, price
                  lists and other literature reasonably required for performance
                  of your obligations under the Agreement.

         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.


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         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").

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

         H.       Sell our products under the Entegris(R), 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.


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         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.

7.       Prices

         A.       Entegris agrees to sell Entegris(R), 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.


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         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 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.


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         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 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.


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                  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 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


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         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.

         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 March 1, 2001
       ---------------------------------------------           -----------------
       Stan Geyer
       Chairman
       Entegris, Inc.

METRON Technology N.V.

Signed /s/ Greg Claeys                                   Dated February 28, 2001
       ---------------------------------------------           -----------------
       Greg Claeys
       Vice President - Materials Group
       Metron Technology N.V.



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