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EXHIBIT 10.an

 

                               PARTNERSHIP AGREEMENT

 

 

 

                                     SECTION 1

                            NAME AND SEAT OF THE COMPANY

(1)  The name of the Company is

                     SBS or Industrial Computers GmbH & Co. KG

(2)  The seat of the Company is Augsburg.

 

 

                                     SECTION 2

                               PURPOSE OF THE COMPANY

(1)  The purpose of the Company is the development, manufacturing and saleof

     electronic instruments (hard- and software).

(2)  The Company may undertake all activities which are necessary orappropriate

     to further the purpose described above. The Company can establish or

     acquire branch offices or subsidiaries inside or outside of Germany.

 

 

                                     SECTION 3

                             DURATION AND BUSINESS YEAR

(1)  The Company comes into existence with registration with thecommercial

     register. The Company is of unlimited duration.

(2)  The business year starts on July 1st of a calendar year and ends onJune

     30th of the following year.

 

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                                     SECTION 4

                       GENERAL PARTNER'S CAPITAL CONTRIBUTION

The general partner is SBS or Industrial Computers Verwaltungs GmbH inAugsburg,

at present ADMINI 23 (XXIII) Vermogensverwaltungs GmbH, registered withthe

commercial register of Cologne under HRB 30622. It does not pay anycapital

contribution and has no share in capital.

 

                                     SECTION 5

                       LIMITED PARTNER'S CAPITAL CONTRIBUTION

(1)  The Company's capital amounts to DM 100,000.00 (in words: Deutsche Markone

     hundred thousand). The sole limited partner is SBS TechnologiesHolding

     GmbH with seat in Augsburg, having a share in capital and aliability

     capital of DM 100.000,00; this amount is being registered with the

     commercial register.

(2)  The limited partner's capital contribution is covered by its share inthe

     equity in the transformed SBS or Industrial Computers GmbH.

     The difference between the amount of the limited partner's equity inthe

     GmbH (subscribed capital plus capital reserve and revenue reserve,annual

     profit and profit carried forward minus annual deficit and losscarried

     forward) and the limited partner's capital contribution in thelimited

     partnership will be credited to the reserve account of the limitedpartner

     in proportion to its share in SBS or Industrial Computers GmbH.

 

 

                                     SECTION 6

                                      ACCOUNTS

(1)  The following accounts are kept for each shareholder:

       -  capital account

       -  reserve account

       -  current account

(2)  The share in capital of a shareholder shall be entered in thecapital

     account. The capital account of a limited partner corresponds to his

     liability capital being registered with the commercial register.

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(3)  Capital contributions - based on this partnership agreement or apartners'

     resolution - which are not entered in the capital account as well aslosses

     which are allocated to the shareholder shall be entered in thereserve

     account. Withdrawal of capital shall only be entered in the reserveaccount

     if determined by this partnership agreement or a partnershipresolution.

     Interest shall not be paid to any balance in the account. Thereserve

     account or its balance is neither a liability of the Company nor ofthe

     shareholder. If the Company is dissolved, the reserve account shallgrant

     the shareholder the right for preferred satisfaction; a negative accountis

     to be settled first.

(4)  Any other debit and credit entries allocated to the shareholders aremade

     in the current account.

 

                                     SECTION 7

                        MANAGING DIRECTOR AND REPRESENTATION

(1)  Managing director of the Company is the general partner, who isauthorised

     to solely represent the Company.

(2)  The general partner is authorised to undertake every businesstransaction

     in the ordinary course of business which is necessary to achieve the

     purpose of the Company. The general partner is entitled to appoint andto

     remove "Prokura" (statutory power of attorney) and commercial powerof

     attorney.

(3)  The general partner and its managing directors is released from the

     restriction set forth in Sec. 181 BGB.

(4)  The general partner and its managing directors are released from

     prohibitions of competition.

 

                                     SECTION 8

                           BUSINESSES WITH PRIOR APPROVAL

Every business transaction, which is not in the ordinary course ofbusiness,

requires the prior approval of the partner's meeting. This particularlyrefers

to:

a)   establishing or closing branch offices as well as establishing,purchasing

     or selling the company in full or in part;

b)   purchasing shares or participation's in other businesses;

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c)   the transfer of shares or parts thereof;

d)   reorganisation of the company according to the rules of theReorganisation

     Act as well as concluding inter-company agreements;

e)   approval of the year-end financial statements;

f)   transactions between the Company and the shareholders or relativesor

     affiliated companies.

                                     SECTION 9

                           GENERAL PARTNER'S COMPENSATION

(1)  The Company reimburses any expenses of the general partner concerningits

     position as managing director, especially but not exclusively salariespaid

     to its management.

(2)  Furthermore the Company pays a fixed compensation of 5 % of thegeneral

     partner's subscribed share capital, which was fully paid at thebeginning

     of the business year, i.e. DM 2,500.00 p.a., to the general partner atthe

     end of a business year.

(3)  Compensations stipulated in this paragraph have to be paidnotwithstanding

     a loss suffered by the Company; the amounts paid are expenses of the

     Company and therefore are to be recognized in the profit and lossaccount

     of the Company.

 

                                     SECTION 10

                         PARTNERS' MEETINGS AND RESOLUTIONS

(1)  Partners' resolutions are passed in partners' meetings as long asthe

     partners do not agree unanimously to a written resolution outside a

     partners' meeting.

(2)  The partners' resolutions shall be passed by a simple majority of votes,as

     long as the law or this agreement does not require a qualifiedmajority.

     There shall be one vote for each DM 1,000.00 of capital in apartners'

     meeting.

(3)  An ordinary partners' meeting shall be held once a year. Furthermorea

     partners' meeting shall be held on demand of the general partner oron

     demand of a limited partner. Partners' meetings shall be convened bythe

     general partner by written notice at least two weeks prior to the

     contemplated partners' meeting. The meetings  shall be held at the seatof

     the Company as long as the shareholders do not agree to a different

     location.

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(4)  Besides the above, the summons and holding of partners' meetings are

     governed by the provisions of law.

                                    SECTION 11

                                 TRANSFER OF SHARES

The shareholders give each other in proportion to their shares in capitaland

due to the provisions of law the right of first refusal in case of a transferof

their shares or parts thereof.

 

                                     SECTION 12

                         DISTRIBUTION OF PROFITS AND LOSSES

(1)  The use of profits, withdrawals and contributions to  capitalreserves

     shall be determined in partners' resolutions except the law requiresa

     particular use of profits. The general partner does not get profitsor

     losses.

(2)  The partners participate in the profits and losses of the Company in

     proportion to the balance of their capital account.

(3)  The partners are entitled to withdraw positive balances from theircurrent

     account at any time. Furthermore they have the right to withdraw fromthe

     current account the amount necessary to pay all taxes concerningtheir

     share in capital; they do not lose this right even if the balance ofthe

     current account is negative or will turn negative. The partners arenot

     entitled to a withdrawal from the capital account.

 

                                     SECTION 13

                             TERMINATION AND CONTINUING

(1)  A shareholder is entitled to terminate the partnership to the end ofa

     business year with prior notice of one year. After termination, the

     shareholder withdraws from the Company.

(2)  If a shareholder resigns from the Company, the Company will becontinued

     with the remaining shareholders under the remaining firm. In case onlyone

     shareholder remains, the shareholder is entitled to take over allassets

     and liabilities of the Company without liquidation and to continuethe

     Company.

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                                     SECTION 14

                                FINANCIAL STATEMENTS

(1)  The general partner prepares the year-end financial statements(balance

     sheet and profit and loss account) within the first six months of a

     business year which shall be audited by the auditor appointed by the

     partners' meeting. After conclusion of the audit the general partner

     provides each partner with a copy of the auditor's report.

(2)  The year-end financial statement shall be approved by the partners'meeting

     according to Sec. 10 above.

 

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                                     SECTION 15

                                   FINAL CLAUSES

(1)  Publications of the Company are made in the "Bundesanzeiger" only.

(2)  This contract shall be governed by and construed in accordance withGerman

     law. Venue for the settlement of disputes shall be Augsburg.

(3)  If any of these regulations should be legally ineffective, the other

     regulations stay legally effective. Should that case arise, thelegally

     ineffective regulation shall be replaced by a regulation serving the

     economic goal of this agreement to the best. An unplanned gap inthis

     agreement shall be treated accordingly.