<PAGE>

              SHARE PURCHASE AND TRANSFER AGREEMENT


MADE BETWEEN

1.  Krister Lindkvist, Angshult, 341 77 AGUNNARYD

2.  Sture Bernhardsson, Ostarod 1222, 28064 GLIMAKRA

3.  Goran Nilsson, Buhult 1269, 343 73 VIRESTAD


- HEREINAFTER COLLECTIVELY REFERRED TO AS "SELLERS" AND INDIVIDUALLY AS
"SELLER" -


AND

Sauer Inc., 2800 E. 13th Street, Ames, IA 50010, Iowa, USA,


                                         - HEREINAFTER REFERRED TO AS "BUYER" -


PREAMBLE
--------

The Sellers are the sole shareholders of the company

                  CUSTOM DESIGN ELECTRONICS OF SWEDEN AB

registered in the Swedish Companies' Register under the registration no.
556496-9177 and having its registered seat at Stalgatan 1, Almhult, Sweden
(hereinafter referred to as "CDE").

The fully paid in share capital of CDE amounts to SEK 100.200 divided into
1002 shares with a par value of SEK 100 each. The Sellers hold the following
shares in CDE:

<PAGE>

                                                                     - 2 -

       Sture Bernhardsson     400 shares

       Goran Nilsson          400 shares

       Krister Lindkvist      202 shares

CDE is the sole shareholder of the company


                                  NOB ELECTRONIK AB


registered in the Swedish Companies' register under Registration no.
556263-5705 having its registered seat at Stalgatan 1, Almhult, Sweden
(hereinafter referred to as "NOB"; CDE and NOB hereinafter collectively
referred to as "the Companies"). NOB has a fully paid in share capital of SEK
200.400 divided into 501 shares with a par value of 400 SEK each. NOB is a
consulting and manufacturing firm within the electronic business area having
developed a set of electronic products mainly designed for working vehicles
and partly subject of patents and patent applications.

The Buyer is predominantly interested in purchasing the business of NOB and
therefore intends to acquire from the Sellers the shares of CDE and thereby
indirectly of NOB.

In consideration of the premises and the mutual covenants and conditions set
forth in this Agreement (hereinafter referred to as "the Agreement"), Sellers
and Buyer agree as follows:


                                SECTION 1

                      OBJECT OF PURCHASE, TRANSFER


1.  With economic effect as of January 1, 2000 (hereinafter referred to as
    the "Economic Effective Date") Sellers sell and assign their Shares in
    CDE in the aggregate par amount of SEK 100.200 as set forth in subset. 1
    of the preamble hereto (hereinafter referred to as the "Shares") to Buyer.

<PAGE>

                                                                     - 3 -

    Such sale and assignment shall include all dividend rights for the past
    years to the extent that dividends have not yet been distributed as well
    as all other ancillary rights.

2.  The Buyer accept such sale and assignment.

3.  The legal transfer of title shall be subject to the condition precedent
    that the consideration shall have been fully effected as more precisely
    described in Section 2 below.


                                    SECTION 2

                                   CONSIDERATION


As consideration for the transfer of the Shares, Buyer shall

    a)  pay by wire transfer the following amounts to Sellers on bank
        accounts to be specified by the Sellers:

             to Krister Lindkvist         DM 1.376.257,--

             to Sture Bernhardsson        DM 2.752.513,--

             to Goran Nilsson             DM 2.752.513,--
                                          ---------------

             IN TOTAL                     DM 6.881.283,--
                                          ===============

    b)  deliver to the Escrow Account specified in Section 4.13 below
        103.256 duly endorsed shares of SAUER Inc. common stock (hereinafter
        referred to as "Purchase Shares"), which shall be allocated to the
        Sellers as follows:

             Krister Lindkvist            20.816 Purchase Shares

             Sture Bernhardsson           41.220 Purchase Shares

             Goran Nilsson                41.220 Purchase Shares

<PAGE>

                                                                     - 4 -

The Sellers shall deliver duly endorsed certificates representing the Shares
and all thereto ancillary rights on the date hereof.


                                SECTION 3

                  REPRESENTATIONS AND WARRANTIES OF SELLER


The Sellers guarantee by way of an independent guarantee that the following
statements as of the date hereof, and as of the Economic Effective Date are
complete and correct, except if another reference date is specifically
mentioned herein.

1.  The companies are duly established, organised, validly existing and in
    good standing under the laws of Sweden. The information contained in
    subset. 1 of the Preamble is true and correct in every respect.

2.  The Shares in the Companies are fully paid in and are neither repaid
    entirely nor partially including by way of not permitted profit
    distribution, are non-assessable and free or secondary of other
    obligations or restrictions. They are neither subject to a charge nor a
    lien, encumbrance or other security interest and give Buyer all rights
    rested in an owner of shares pursuant to Swedish law.

3.  Sellers are the sole and unrestricted owners of the Shares and Sellers
    can transfer such Shares to Buyer. There are no restrictions to sell and
    transfer the Shares. No third party is entitled to exercise rights
    relating to the Shares in case of a direct or indirect change of control
    over CDE. This Agreement and its implementation do not constitute a
    breach of any agreement by which the Sellers or CDE are bound. No third
    parties have any right to acquire any of the Shares.

    The same applies with respect to the Shares of CDE in NOB.

<PAGE>

                                                                     - 5 -

4.  Except for the real estate owned by NOB located at Hackan 1, Almhult as
    set forth in Schedule 3.4 the Companies do not own any other real estate.
    The excerpts from the land register attached in Schedule 3.4 are still up
    to date and reflect properly the legal and actual status of the real
    estate. There are no other mortgages, encumbrances, liens, charges, any
    other securities rested on the land or rights of third parties,
    regardless whether they are registered or not registered than those set
    forth in Schedule 3.4

5.  The Companies do not hold, directly or indirectly, shares or
    participations in any other companies, partnerships, foundations or
    enterprises.

6.  The presently valid versions of the Articles of Association of the
    Companies are enclosed as Schedule 3.6. There are no supplementary or
    side agreements with respect to the Articles of Association of the
    Companies; especially, there are no voting or trust agreements,
    sub-participation agreements, silent partnership agreements,
    intercompany agreements, shareholder agreements, control agreements or
    similar agreements.

7.  Attached hereto as Schedule 3.7 are the audited Companies' annual reports
    as per December 31, 1998 and as per December 31, 1999 (hereinafter
    referred to as the "Financial Statements"). The Financial Statements have
    been prepared in accordance with the statutory provisions concerning
    annual accounts and the Swedish General Accepted Bookkeeping and
    Accounting Principles (Swedish GAAP) and present a true and fair view of
    the financial situation of the Companies as well as of their business
    results.

    All legal provisions and all general accepted principles for the
    evaluation and depreciation (including, but not limited to, the
    application of the principles of completeness, balance sheet continuity
    and continuity of evaluation) have been applied.

8.  The Companies do not have any obligations or liabilities accrued or
    contingent which exist on the Economic Effective Date or may arise from
    acts, omissions or circumstances prior to the Economic Effective Date,
    which are not reflected in or reserved for in the

<PAGE>

                                                                     - 6 -

    Financial Statements or which have been incurred thereafter outside the
    ordinary course of business.

9.  Apart from the reservations made in the Financial Statements, no product
    warranty claim or product liability claim relating to products sold by
    the Companies prior to the Economic Effective Date have been raised nor,
    to the best of Seller's knowledge, is there any threat of a product
    warranty or product liability claim.
    The Buyer is however informed of a claim of goodwill nature that has been
    raised in January 2000 and which is accounted for in Schedule 3.9

10. With the exception of the floating charges and the mortgages, the
    Companies have good and marketable title to all of their assets, whether
    tangible or intangible, free and clear of all claims, liens, charges,
    encumbrances, restrictions on transfer and defects from any nature,
    whatsoever.

    The machinery, equipment, motor vehicles, furniture and other tangible
    personal property reflected on the balance sheet as per December 31, 1999
    were, as of the date hereof, maintained in accordance with standard
    industrial practises.

11. There are no loan agreements or other agreements related to loans except
    as enclosed in Schedule 3.11.

12. Schedule 3.12 contains the insurance contract maintained by NOB with
    respect to its business.

    There is nothing indicating that the insurance contract attached in
    Schedule 3.12 might be terminated or that premiums might be increased.
    All premiums under the insurance contract set forth in Schedule 3.12
    hereto until the Economic Effective Date have been or will be paid in a
    timely manner.

13. Schedule 3.13 is a true and complete list of each contract, to which the
    Companies are bound, for example, but not limited to, corporation
    contracts, joint ventures, supply

<PAGE>

                                                                     - 7 -

    contracts, license agreements, lease agreements, manufacturing contracts,
    agency agreements, agreements with advisors and consultants, agreements
    with managing directors, as well as other important agreements, which the
    Companies are a party to, which either

         -  involves payments by the Companies or by Sellers in relation to
            the Companies of more than SEK 500.000 p.a. as provided as
            consideration in such contract; or

         -  extends (without right of termination by Seller or the Companies)
            more than 1 year from the date hereof.

    Schedule 3.13 also contains copies of the unanimous termination of the
    lease agreement between NOB and EMC Center Smaland AB with effect as of
    December 31, 1999 and of the purchase contract between NOB and EMC Center
    Smaland AB regarding the fixed assets of EMC Center Smaland AB as well as
    a consulting- and lease agreement with Storningskonsult AB.

14. The Companies' Standard Terms for Sale provide an exclusion of liability
    for consequential damages; except as disclosed in Schedule 3.14 the
    Companies have confirmed all orders for their products with reference to
    the Standard Terms for Sales Contracts within the last 18 months. True
    and complete copies of the documents referred to above have been
    delivered to Buyer or its representatives; all of the rights, contracts,
    agreements, licenses, plans and leases set forth therein are, to the best
    of Sellers' knowledge, valid and enforceable in accordance with their
    respective terms for the period stated therein; neither Sellers nor the
    Companies being a party thereto or bound thereby are in default or have
    been given any notice of any default in the performance of its respective
    obligations thereunder.

15. The Companies are neither bound nor obliged by a performance, surety or
    other bond and have never issued and is not obliged by any letter of
    credit.

16. Except as disclosed in the list attached as Schedule 3.16, the change of
    ownership and the execution and consummation of this Agreement do not
    give rise to an independent right to change or terminate any of the
    agreements as listed in Schedule 3.13, in any repayment

<PAGE>

                                                                     - 8 -

    of any grants, tax advantages or comparable benefits granted to the
    Companies or the acceleration of any material obligation of the Companies
    or the reduction or termination of any supply or delivery relationship
    with suppliers or customers of the Companies.

17. Except as disclosed in Schedule 3.17 there are no claims, actions, suits,
    proceedings or investigations pending or, to the best of Sellers'
    knowledge, threatened against or relating to the Companies or their
    assets or in any way affecting this Agreement or the transactions
    contemplated hereby, nor, is there, to the best of Sellers' knowledge, a
    basis for such claims, action, suit, proceeding or investigation. There
    is no order, decree or judgement of any kind in existence with respect to
    the business of the Companies enjoining or restraining the Companies, or
    any officer or employee of the Companies from taking any action of any
    kind and with respect to the Companies business.

    The Companies and the Sellers are not in default with respect to any
    order, judgment, writ, injunction or decree of any governmental agency or
    instrumentality or any other public authority.

18. Schedule 3.18 is a true and correct list of the patents, patent
    applications, trademarks and other Industrial Property Rights
    (hereinafter referred to as "Industrial Property Rights") owned or
    controlled by Sellers or the Companies and used in the business presently
    performed by the Companies or intended to be used by the Companies in
    future. The validity of such Industrial Property Rights and the title
    thereto has not been questioned in any litigation or, to the best of
    Sellers' knowledge, in any threatened litigation.

    None of the claims of Industrial Property Rights set forth in Schedule
    3.18 have been reduced or withdrawn. No other Industrial Property Rights
    than set forth in Schedule 3.18 are necessary for the continuation of the
    Companies business.

    The Companies are not, to the best of Sellers' knowledge, infringing upon
    or otherwise violating the rights of any third party with respect to any
    industrial property rights, copyright, know how or trade secret, or,
    where applicable, applications hereto; no proceedings have been
    instituted or threatened, nor has any claim been made against the

<PAGE>

                                                                     - 9 -

    Sellers or the Companies alleging any infringements or violation of any
    of the rights mentioned above.

    So far not owned by them the Companies own or possess adequate licenses
    or other rights to use all Industrial Property Rights, patents,
    proprietary information, copyrights, formulae, production outlines and
    development records used in the business. The Companies have made an
    extensive check-up and evaluation of their need and coverage as to
    computer program licenses and possess, as of the date hereof, enough
    licenses with regard to the number of work stations. Except as disclosed
    in Schedule 3.18 A) the Companies are not required and, to the best of
    Sellers' knowledge, will not be required to pay any royalty, license fee
    or a similar compensation fee in connection with industrial property
    rights. There are no rights or claims of any officer, director or
    employee of the Companies or any other third party related to the
    Industrial Property Rights, know how and the business trade secrets.

19. The Companies have filed all tax returns when due, and has paid all due
    taxes, public dues, social security charges and other charges, and has
    paid all related delayed charges and penalties and has made sufficient
    reserves for all taxes and/or charges resulting from circumstances before
    the Economic Effective Date, respectively shown such tax liabilities in
    the Financial Statements.

    The Buyer is informed of a possible re-taxation during 2000 as to value
    added tax for the personal computers leased by the personnel from the
    Companies according to contracts from 1996 and 1998 as a result of a new
    tax law from 1999 as specified in Schedule 3.19. The financial
    obligations of the Companies related hereto will not exceed SEK 50.000.

20. The Companies have all requisite licenses, permits, certifications and
    other approvals from all federal, state, local and foreign authorities to
    the extent necessary and material to the conduct of the business
    performed by the Companies and to the ownership of the assets of the
    business (collectively referred to as the "Operating Permits"). The
    Companies on the date hereof, are not, to the best of Sellers' knowledge,
    in violation of any federal, state, local or foreign laws, regulations or
    orders (including, but not limited

<PAGE>

                                                                     - 10 -

    to, any of the regulations to employment discrimination, occupational
    safety, government contract or corrupt practises) and has not been in any
    such violation within the past 5 years. The Companies have not had notice
    or communication from any federal, state, local or foreign governmental
    or regulatory authority or otherwise of any such violation during the
    last 6 years. The Buyer is informed that an inspection made by the public
    authority as to the employment environment protection has taken place;
    the results of this inspection will not lead to any financial
    obligations of the Companies or the Buyer, as specified in Schedule 20.
    None of the Operating Permits will be invalidated, terminated or become
    subject to a modification solely as a result of the consummation of the
    transaction, contemplated by this Agreement.

21. Schedule 3.21 includes the individual labour contracts with employees of
    the Companies as well as a list properly reflecting the 43 employees of
    NOB with their year of birth, date of employment, present position and
    present income and benefits. Except for the Companies' policy as
    described in Schedule 3.21 A) the labour contracts between the Companies
    and the employees do not grant any specific rights as to, e.g., profit
    sharing, boni, period of termination etc.

    There are no pension commitments, benefit plans, shop agreements or
    collective bargaining agreements by which the Companies are bound other
    than those listed in Schedule 3.21 B).

    The Companies are, to the best of Sellers' knowledge, in compliance with
    all laws regarding employment and employment practises, terms and
    conditions of employment, wages and hours and are not engaged in any
    unfair labour practices. There are no claims of former employees against
    the Companies nor, to the best of Sellers' knowledge, are such claims
    threatened.

22. In Schedule 3.22 the 10 major customers of the Companies are listed
    and the according agreements with such customers are attached. To the
    best of the Seller's knowledge, there is no indication that the business
    with such customers will be reduced or terminated

<PAGE>

                                                                     - 11 -

    except for effects resulting from the general economic environment or the
    development of the market situation.

23. There are no activities, actions or releases (including continuing
    releases) of the Companies' business prior to the Economic Effective
    Date, including without limitation any arrangement for the disposal of
    any hazardous material of whatever nature (substance, material, fluid,
    waste or chemical), which are a violation of environmental law, in each
    case with respect to the property owned, controlled or operated by the
    Companies or its business prior to the Economic Effective Date or which
    relate to or arise in connection with events or releases occurring before
    the Economic Effective Date at or upon any property not owned, controlled
    or operated by the Companies.

24. Except as set forth in Schedule 3.24 or any other Schedule to this
    Agreement, since December 31, 1999, there have not been, without the
    written consent of the Buyer, any events, which might result in the
    guarantees in this Section 3 no longer being true, complete or complied
    with or transactions, which are not within the ordinary course of
    business of the Companies.

25. The Companies have not entered into any competitive or trust agreement
    and have never received any communication from any national, European or
    international antitrust or merger task forces. The Companies have never
    violated any national, European or international antitrust, merger or
    competition act.

26. All facts known to any Seller, which are relevant for purposes of
    assessing the Companies as well as the business and which might be
    relevant for the Buyer's decision concerning the acquisition have been
    disclosed to the Buyer in writing.

27. As the Companies are planned to be integrated in the Buyer's business,
    the Sellers and the Buyer agree that circumstances related to the
    transition and the concentration of business focus may affect the
    business with existing customers.

    As of the date hereof, there is, to the best of Sellers' knowledge, no
    indication of a

<PAGE>

                                                                     - 12 -

    material adverse change in the performance of the Companies business
    except for effects resulting from general economic environment and the
    market situation.

28. The Sellers have not negotiated any sale of the Companies or their
    business with any third party within the last 4 years.


                                   SECTION 4

                                INDEMNIFICATION


1.  If a guarantee in Section 3 above is untrue, incomplete or not complied
    with, the Sellers shall, subject to the limitations set out in this
    Section 4, indemnify Buyer, or at its a choice, the Companies, for any
    damage including reasonable expenses, which would not exist, if such
    guarantee were true, complete and complied with. This obligation exists
    regardless of whether or not the misrepresentation or misstatement is
    attributable to the negligence of the Sellers.

    The same shall apply with respect to any damage and reasonable expenses
    arising from the failure of the Sellers to perform any agreement,
    covenant or undertaking required by this Agreement to be performed with
    respect to the Companies' business.

2.  The liability of the Sellers under Section 4 section 1 above shall be
    joint and several. However the joint and several liability shall be
    limited for each Seller up to an amount equal to the value of his Pro
    rata Ownership.

3.  The Sellers shall not be liable for any claim in respect of the
    guarantees unless the amount for any individual claims exceeds SEK 75.000
    and the aggregate amount of liability of the Sellers for claims in
    respect of the guarantees exceeds SEK 750.000, in which event the Buyer
    shall be entitled to claim the full amount of the damage including the
    first SEK

<PAGE>

                                                                     - 13 -

    750.000. The total liability of the Sellers under this Section 4 shall
    be restricted to DM 5 million.

4.  The Sellers shall not be liable for a breach of any of the guarantees to
    the extent that the Buyer's claim against the Sellers is otherwise
    compensated for without cost to the Buyer. If in respect of any matter
    which would give rise to a breach of the guarantees, the Buyer receives
    full compensation of its claim against the Sellers under any policy of
    insurance, then no such matter shall be subject of a claim under the
    guarantees.

5.  No claim shall lie against the Sellers under the guarantees to the extent
    that it is shown that such claim is attributable to any voluntary act,
    omission, transaction or arrangement which has been wilfully or gross
    negligently caused by the Buyer, or on its behalf, by persons deriving
    their title from the Buyer.

6.  No liability shall arise in respect of any breach of the guarantees if
    and to the extent that liability for such breach occurs or is increased
    as a result of any tax legislation not in force as of the date of the
    signing of this Agreement which takes effect retrospectively.

7.  The Buyer shall give the Sellers the opportunity to repair the breach of
    the guarantee, under Section 3 within a reasonable time period, at the
    latest within 30 days.

8.  Upon the Buyer becoming aware of any claim, action or demand in respect
    of the guarantees, the Buyer shall

    a)  as soon as practicable notify the Sellers as soon as it appears to
        the Buyer that the Sellers or any of them are or may become liable
        under the guarantees;

<PAGE>

                                                                     - 14 -

    b)  subject to the Sellers indemnifying the Buyer to its reasonable
        satisfaction against any liability, cost, damages or expenses which
        may be incurred thereby, take such action, give such information and
        access to personnel, premises, documents and records to the Sellers
        and their professional advisors as the Sellers may reasonably
        require; and the Sellers shall be entitled to require the Buyer to
        take such reasonable action and give such information and assistance
        in order to avoid, dispute, resist, mitigate, settle, compromise,
        defend or appeal any claim in respect thereto;

    d)  make no admission of liability, agreement, settlement or compromise
        with any third parties in relation to such claim without the prior
        written approval of the Sellers which is not to be unreasonably
        withheld.

9.  If a tax audit of the Companies for the time period until the Economic
    Effective Date takes place, the Buyer shall allow representatives of the
    Sellers to participate at the Sellers' expense in such tax audit.
    Furthermore, the Buyer shall enable the Sellers to file, with respect to
    taxes relating to time periods until the Economic Effective Date, all
    proceedings before the competent authorities and/or courts and make
    available to the Sellers all information and documents (including a power
    of attorney) reasonably required to safeguard the interests of Sellers.

10. The Buyer shall not be entitled to exercise its rights under or in
    connection with this Agreement, if the Buyer, its accountants, legal
    advisors or any of its directors or employees were aware by written
    documentation provided to Buyer of the fact that a guarantee is untrue,
    incomplete or not complied with or a failure of the Sellers or the
    Companies to perform any agreement, covenant or undertaking required by
    this Agreement is existing.

11. The claims of the Buyer under this Section 4 above shall be time-barred
    18 months after the date hereof, provided, however, that claims directly
    or indirectly relating to taxes shall be time-barred 3 months after they
    have finally and completely been assessed.

<PAGE>

                                                                     - 15 -

12. The Buyer shall be entitled to no indemnification of whatever kind other
    than those mentioned in this Section 4 except for damages and losses
    based on wilful acts or gross negligence.

13. For purposes of securing the Buyer's claims regarding the violation of
    guarantees given by the Sellers in Section 3 hereof, an escrow account
    shall be opened by the parties hereto for a time period of 18 months upon
    the signing of this Agreement ("Escrow Period"), to which Buyer shall
    deliver and pledge the Purchase Shares. The conditions of such escrow
    account are set forth in Schedule 4.13.


                                     SECTION 5
                       HANDING OVER OF BUSINESS DOCUMENTS; SECRECY

1.  On the date hereof, Sellers shall hand over all documents and information,
    whether written, stored on data storage medias or otherwise related to the
    business of the Companies to the Companies or, at Buyer's sole
    discretion, to Buyer.

2.  Sellers shall not at any time disclose to any party other than the Buyer
    any secret or confidential information, knowledge or data - including
    all copies - (including, without limitation, customer lists, pricing
    lists, service manuals, trade secrets, processes, formulae, plans and
    proposals) of the Companies' business as of the Economic Effective Date.
    Nothing herein is intended to preclude Sellers from submitting such data
    or information in connection with tax returns or other lawful
    requirements of governmental agencies or authorities.

<PAGE>

                                                                     - 16 -

                                     SECTION 6
                               COVENANT NOT TO COMPETE

Until December 31, 2002 the Sellers shall not compete, neither directly nor
indirectly, in any manner with the Companies' or the Buyer's business in
particular, but not limited to establish, participate in or support any
enterprise or other legal entity engaged in such business. Buyer and Sellers
will conclude employment agreements in the form attached hereto as Schedule 6.
The consideration agreed upon in Section 2 hereof also covers this covenant
not to compete.


                                     SECTION 7
                                    MISCELLANEOUS


1.  All notices and all other communciation given or made pursuant hereto
    shall be in writing and shall be deemed to have been given or made if in
    writing and delivered personally or send by registered or certified mail
    (postage prepaid, return receipt requested) to the parties at the
    following addresses:

    a)  IF TO BUYER, TO:

        SAUER Inc.
        attn. Mr. John Langrick
        Krokamp 35
        D-24539 Neumunster
        Germany

    b)  IF TO SELLERS, TO:

        1.  Krister Lindkvist, Angshult, 341 77, Agunnaryd
        2.  Sture Bernhardsson, Ostarod 1222, 28064 Glimakra
        3.  Goran Nilsson, Buhult 1269, 343 73 Virestad.

    or at such other addresses as either of the parties hereto shall have
    specified.

2.  Sellers shall, at any time after the Economic Effective Date, upon
    request of Buyer, execute, acknowledge and deliver, or will cause to
    be executed, acknowledged and

<PAGE>

                                                                     - 17 -

    delivered, all such further acts and legal declarations as maybe
    reasonably required for the consummation of this Agreement.

3.  This Agreement shall not be assignable by any of the parties hereto
    without the prior written consent of the other party for a period of 18
    months after the date hereof. Afterwards, the rights of the Buyer under
    this Agreement are freely assignable.

4.  This Agreement shall inure to the benefit of and be binding upon the
    parties hereto, their successors and assigns; nothing in this Agreement
    expressed or implied is intended to confer on any other person, other
    than the parties hereto, any rights, remedies, agreements, undertakings,
    obligations or liabilities under or by the reason of this Agreement.

5.  This Agreement (including all documents referred to herein) constitutes
    the entire agreement between the parties and supersedes all other prior
    agreements and understandings, both oral and written, between the
    parties, with respect to the subject matter thereof. This Agreement has
    21 numbered Schedules, which shall be deemed to be part of this
    Agreement.

6.  The Buyer and the Sellers shall consult with one other before issuing any
    press release or public announcement about the transactions contemplated
    by this Agreement. Except as maybe required by applicable law, no party
    shall issue any press release or other public announcement without the
    consent of the other party, which consent shall not be unreasonably
    withheld.


                                     SECTION 8
                             WRITTEN FORM AND SEVERABILITY

1.  This Agreement including this provision cannot be altered or otherwise
    amended except pursuant to an instrument in writing signed by the parties
    hereto.

<PAGE>

                                                                     - 18 -

2.  Should any provision of this Agreement or any part of any provision of
    this Agreement be or become invalid, the validity of the remaining
    provision or the remaining provision shall remain unaffected thereby. The
    parties hereto shall in such cases agree on a valid provision or a valid
    part of a provision, which most closely reflects the economic objective
    pursued by the parties. The same principle applies, if this Agreement
    proves to be incomplete.


                                     SECTION 9
                            GOVERNING LAW AND ARBITRATION

1.  This Agreement shall be governed, construed and enforced in accordance
    with the substantive laws of Sweden as applicable between domestic
    parties.

2.  All disputes arising out of or in connection with this Agreement shall be
    finally settled according to the Rules of Arbitration of the
    International Chamber of Commerce, Paris (ICC) by three Arbitrators to be
    appointed in accordance with said rules. The language of arbitration
    shall be English. The place of arbitration shall be Copenhagen. Except
    for reliefs as preliminary injunction and the like the recourse to the
    state courts shall be excluded.


                                     SECTION 10
                                  COSTS AND EXPENSES

All legal and other costs and expenses incurred in connection with this
Agreement and the transactions contemplated hereby shall be paid by the party
incurring such expenses.

<PAGE>

                                                                     - 19 -

Almhult, January 24, 2000


                                               SAUER Inc.


/s/ Krister Lindkvist                          /s/ Albert Zahalka
----------------------------                   ----------------------
(Krister Lindkvist)


/s/ Sture Bernhardsson
----------------------------
(Sture Bernhardsson)


/s/ Goran Nilsson
----------------------------
(Goran Nilsson)