SHELTER SERVICES AGREEMENT

THIS SHELTER SERVICES AGREEMENT (THE  AGREEMENT ) IS ENTERED INTO BY AND AMONG
ETM. A CORPORATION ORGANIZED UNDER THE LAWS OF THE Mexico, REPRESENTED By Mr.
Manfred Boguslawski, PRESIDENT, HEREINAFTER REFERRED TO AS  ETM,  NORTHPORT
INDUSTRIES, INC., A CORPORATION ORGANIZED UNDER THE LAWS OF NEVADA, UNITED
STATES OF AMERICA, WITH OFFICES AT SPUR 239 AND ALDERETE ROAD, DEL RIO, TEXAS,
78840, UNITED STATES OF AMERICA, REPRESENTED BY MR. ROBERT MICHELINI, ITS
PRESIDENT, HEREINAFTER REFERRED TO AS  NORTHPORT,  AND NORTHPORT DE MEXICO,
S.A. DE C.V., A LIMITED LIABILITY COMPANY ORGANIZED UNDER THE LAWS OF MEXICO,
WITH OFFICES AT ALLENDA, COAHUILA, MEXICO, REPRESENTED BY MR. ROBERT MICHELINI
HEREINAFTER JOINTLY REFERRED TO AS  NORTHPORT,  PURSUANT TO THE FOLLOWING
RECITALS AND CLAUSES.

RECITALS

WHEREAS,  ETM designs, manufactures and sells, among other things,
automotive rubber and plastic parts are hereinafter referred to as the
Finished Products;

WHEREAS, NORTHPORT warrants that it posses, and will at all times during the
term of this Agreement possess, the expertise, along with all necessary
elements and facilities to provide the shelter services to ETM in Acuna,
Coahuila, Mexico, as set out in this Agreement; and

WHEREAS, ETM and NORTHPORT wish to enter into a relationship whereby ETM will
furnish NORTHPORT with raw materials, equipment, machinery, tools, spare parts
and components (the  Goods ) to manufacture and assemble the Finished Products
in Mexico and ship them to Volkswagen in Mexico.

NOW, THEREFORE, in consideration of the foregoing premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, ETM and NORTHPORT agree as follows:

CLAUSES

1.   SHIPMENT OF GOODS.

     ETM shall, at its sole cost, ship to NORTHPORT, at the designated
     location in Del Rio, Texas, United States of America, or Acuna Mexico,
     the Goods necessary for the manufacture and assembly of the Finished
     Products in Acuna, Coahuila, Mexico.  Each shipment shall be accompanied
     with the documents which NORTHPORT shall reasonably request in writing
     from ETM, to enable NORTHPORT to carry out the exportation of the Goods
     from the United States of America and the importation of the Goods in-
     bond from the United States of America into Mexico (the  Documents ).
     Prior to the date hereof, NORTHPORT has delivered to ETM the form of
     each of the Documents required to be delivered by ETM pursuant to this
     Article 1.  Immediately upon receipt of the Goods, NORTHPORT will
     inspect such to verify that the Goods received are not damaged and that
     such match the Goods listed in the Documents.  If the Goods are damaged
     or do not match the Goods listed in the Documents, NORTHPORT will
     immediately notify ETM in writing of the damage or discrepancy.  Upon
     ETM confirming to its satisfaction that the Goods are damaged or do not
     match the Goods listed in the Documents, ETM must either replace the
     damaged, non-conforming or missing Goods or instruct NORTHPORT, in
     writing, only to accept the undamaged, conforming Goods received.   ETM
     must replace the Documents so that such correspond to the Goods
     accepted.  ETM will be solely responsible for retrieving the damaged or
     non-conforming Goods, and NORTHPORT will supply all assistance
     reasonably requested by ETM in connection with such retrieval.
     NORTHPORT will immediately issue a receipt for the Goods it accepts and
     deliver such receipt to ETM.  NORTHPORT shall provide qualified
     inspectors to inspect the Goods, which inspectors will use their best
     efforts to inspect the Goods, and NORTHPORT will only be responsible for
     noting any damage, which a proper inspection would reveal.  The risk of
     loss for the Goods and Finished Products will be governed by Article 20
     below.

2.   IMPORTATION OF GOODS

     NORTHPORT hereby covenants and agrees to carry out, from Del Rio, Texas,
     United States of America, all steps which may be necessary or convenient
     to import the Goods into Mexico, including but not limited to, obtaining
     the corresponding permits, completing required paperwork and handling
     transportation to NORTHPORT s shelter facility at Acuna, Coahuila,
     Mexico.

3.   REIMBURSEMENT OF IMPORTATION EXPENSE

     All reasonable and necessary expenses and fees related to the
     importation of Goods into Mexico, including reasonable and necessary
     transportation costs, shall be reimbursed by ETM to NORTHPORT, within
     ten (10) calendar days following ETM. s receipt of written notice of
     such, accompanied by detailed itemized receipts meeting all legal
     requirements.

4.   PREMISES

     As an integral part of the shelter services provided by NORTHPORT to
     ETM,. NORTHPORT shall furnish Five Thousand square feet (5,000sq. ft.)
     of fully constructed industrial space, ready to accept all Goods and to
     commence the manufacture and assembly of the Finished Products, located
     at Gecamex, S.A. de C.V., Acuna, Coahuila, Mexico, and as set out in red
     on the plan attached hereto as Exhibit  A.  acceptable to   ETM
(the
      Premises ) to accommodate ETM s Goods and the Finished Products and to
     be used to carry out the shelter services.  The Premises shall be used
     by NORTHPORT and/or SUBSIDIARY to perform the services contemplated by
     the Article 6 hereof, throughout the term of this Agreement and the
     performance of such services shall not be relocated to another facility,
     unless ETM agrees to such move in writing.  Throughout the term of this
     Agreement and any renewals thereof, neither NORTHPORT nor SUBSIDIARY
     shall (i) permit any activity to be performed on the Premises which
     would violate any applicable law, rule or regulation, or (ii)
     participate with, provide service to or otherwise assist any person or
     entity in the design, production or sale of any product or service at
     the Premises which directly or indirectly competes with ETM or any
     Finished Product.  At all times during the term of this Agreement and
     any renewals thereof, NORTHPORT shall have (ii) a beneficial ownership
     interest in or (iii) a legally binding and enforceable lease agreement
     for the Premises, which shall permit the manufacture and assembly of the
     Finished Products.  NORTHPORT s failure to comply with the terms of the
     lease agreement, if applicable, covering the Premises, shall be a
     material breach of this Agreement, if such results in an adverse effect
     on the shelter services to be provided to ETM hereunder, which adverse
     effect includes, without limitation, an unreasonable delay or
     interference in the manufacture and assembly of the Finished Products.
     NORTHPORT will furnish ETM a true and complete copy of such lease
     agreement promptly following execution of this Agreement.

     NORTHPORT shall be solely responsible for repairs, maintenance and
     replacements to the Premises and the payment of taxes and all other
     costs related to the Premises.

5.   SHELTER SERVICES.

     The essential purpose of this Agreement is NORTHPORT s rendering of
     shelter services at the Premises to ETM.  Such shelter services shall
     include, but not be limited to, the following:

     (A)  the manufacturing and assembly of the Finished Products, subject
     to the inspection and approval of ETM, in accordance with ETM s written
     technical specifications and guidelines;

     (B)  the furnishing of the Premises upon the terms set out in Article 4
     and if applicable, Article 5;

     (C)  providing the necessary labor, administrative control and
     technical supervision;

     (D)  the importation of the Goods from an agreed location in Del Rio,
     Texas, United States of America to the Premises in Mexico and the
     exportation of the Finished Products to an agreed location in Del Rio,
     Texas, United States of America.

     (E)  the administrative, legal, accounting, customs and other support
     required for the rendering of the shelter services.

     Such shelter services shall be provided at no additional cost to ETM
     through NORTHPORT s own personnel and technical expertise and,
     therefore, NORTHPORT shall not be able, in the performance of its
     manufacture and assembly obligations hereunder, to use the services of
     any unrelated subcontractor or any other entity without the prior
     written authorization of ETM.

6.   REPRESENTATIONS AND WARRANTIES.

     NORTHPORT and SUBSIDIARY, on the one hand, and ETM on the other hand,
     irrevocably and unconditionally represent and warrant to each other as
     follows:

     A.   Each of NORTHPORT and SUBSIDIARY has all requisite corporate power
     and authority to enter into this Agreement and to perform its
     obligations described herein.  This Agreement and the attachments
     hereto, and each of the agreements described herein, when executed and
     delivered will constitute the valid, binding and enforceable obligations
     of each of NORTHPORT and SUBSIDIARY and their execution and delivery by
     each of NORTHPORT and SUBSIDIARY and the consummation of the
     transactions contemplated hereby and thereby have been duly authorized
     by all requisite corporate action of each of NORTHPORT and SUBSIDIARY.

     B.   ETM has all requisite corporate power and authority to enter into
     this Agreement and to perform its obligations described herein.  This
     Agreement and the attachments hereto, and each of the agreements
     described herein, when executed and delivered will constitute the valid,
     binding and enforceable obligations of ETM and their execution and
     delivery by ETM and the consummation of the transactions contemplated
     hereby and thereby have been duly authorized by all requisite corporate
     action of ETM.

     C.   The execution and delivery of this Agreement and the transactions
     contemplated hereunder are not a violation or breach of, do not conflict
     with, or constitute a default under any note, debt instrument, security
     agreement, mortgage, lease or any other contract or agreement to which
     either NORTHPORT or SUBSIDIARY is a party and will not require any
     authorization, consent, approval, exemption or other action by or notice
     to any court, arbitrator, department, commission, board, bureau, agency,
     authority, instrumentality or other body, whether federal, state,
     municipal, foreign, or other.

     D.   The execution and delivery of this Agreement and the transactions
     contemplated hereunder are not a violation or breach of, do not conflict
     with, or constitute a default under any note, debt instrument, security
     agreement, mortgage, lease or any other contract or agreement to which
     ETM is a party and will not require any authorization, consent,
     approval, exemption or other action by or notice to any court,
     arbitrator, department, commission, board, bureau, agency, authority,
     instrumentality or other body, whether federal, state, municipal,
     foreign, or other.

     E.   There is no litigation, suit, proceeding, claim, charge, grievance
     or investigation pending or, to the best of knowledge of NORTHPORT or
     SUBSIDIARY, threatened against NORTHPORT or SUBSIDIARY involving the
     property or conduct of NORTHPORT or SUBSIDIARY s business before any
     court, governmental agency or other tribunal, nor is there, to the best
     of NORTHPORT s or SUBSIDIARY s knowledge, any basis or ground for any
     such litigation, suit, proceeding, action, claim, charge, grievance or
     investigation.  There is no outstanding order,  writ, injunction or
     decree of any court, administrative agency or governmental body or
     arbitration tribunal against or affecting the conduct of NORTHPORT s or
     SUBSIDIARY s business.

     F.   There is no litigation, suit, proceeding, claim, charge, grievance
     or investigation pending or, to the best of ETM s knowledge, threatened
     against ETM involving the property or conduct of ETM s business before
     any court, governmental agency or other tribunal, nor is there, to the
     best of ETM s knowledge, any basis or ground for any such litigation,
     suit, proceeding, action, claim, charge, grievance or investigation
     which, in each case, could have a material adverse effect on ETM s
     ability to perform its obligations under this Agreement and the
     documents and instruments contemplated hereby.  There is no outstanding
     order, writ, injunction or decree of any court, administrative agency or
     governmental body or arbitration tribunal against or affecting the
     conduct of ETM s business.

     G.   NORTHPORT has no knowledge or information, of:

          1)   the presence on or under the Premises of any Hazardous
          Substance;

          2)   any spills, releases, discharges, treatment, storage or
          disposal of Hazardous Substances or other substances for which a
          discharge permit is required that have occurred or are presently
          occurring on, onto or under the Premises or any properties
          adjacent thereto;

          3)   any spills, release, discharges or disposal of Hazardous
          Substances or other substances for which a discharge permit is
          required that have occurred or are presently occurring off the
          Premises as the result of any construction, operation or use of,
          or improvement to or conditions on or under the Premises; or

          4)   the presence of polychlorinated biphenyls ( PCB s) on or
          under the Premises.

     H.   NORTHPORT and SUBSIDIARY represent and warrant that the Premises
     are not subject to any Mexican federal, state or local environmental
     lien, proceeding, claim, liability or action for the cleanup, removal,
     or remediation of Hazardous Substances from the Premises and NORTHPORT
     has not received any statements warning of any such action.

     I.   Neither NORTHPORT nor SUBSIDIARY has knowledge or information of
     any asbestos or underground tanks on the Premises.

     J.   In connection with any construction on or operation, condition or
     use of the Premises, or any improvements thereon or thereunder,
     NORTHPORT and SUBSIDIARY represent that as of the date of this
     Agreement, neither NORTHPORT nor SUBSIDIARY has knowledge or information
     of any failure to comply with any Mexican federal, state or local
     environmental laws, ordinances, regulations or administrative or
     judicial orders relating to the use, generation, recycling, reuse, sale,
     handling, transport, treatment, storage or disposal of any Hazardous
     Substance.

     K.   The term  Hazardous Substances  as used herein shall mean any and
     all substances, wastes and materials which are classified or defined as
     hazardous materials, wastes or substances under any applicable Mexican
     federal, state or local laws, ordinances, rules, regulations and norms.

     L.   ETM has and will continue to provide NORTHPORT, throughout the
     term of this Agreement and extensions thereof, the necessary information
     and documentation with respect to the Goods and chemicals furnished to
     NORTHPORT by ETM to be used in the manufacture and assembly of the
     Finished Products on the Premises, so that NORTHPORT may ensure
     compliance with all Mexican environmental laws, regulations and norms.

     M.   As of the date hereof, NORTHPORT, SUBSIDIARY and the Premises,
     have all the registrations, permits, authorizations and licenses
     necessary to carry out the activities and provide the shelter services
     hereunder, in accordance with all applicable legal provisions in force.

     N.   NORTHPORT and SUBSIDIARY s statements and warranties contained in
     this Agreement, as well as in all its exhibits, certificates or other
     written statements made hereunder or in connection with the transaction
     and operation herein contemplated, are exact, correct and complete, and
     none of such statements and warranties, considered individually or as a
     whole, constitute false or misleading statements or warranties.

7.   INVENTORY AND RECORDS ON GOODS.

     NORTHPORT, at its expense, agrees to manage and maintain proper
     inventory and records on all the Goods and Finished Products, so as to
     ensure compliance at all times with all necessary Mexican and United
     States laws and regulations.  At ETM s written request, NORTHPORT shall
     immediately provide detailed, accurate and updated listings covering the
     Goods and Finished Products.  ETM shall at any and all times have the
     right to attend at the Premises and to physically inspect the Goods and
     Finished Products.  This service does not include complete physical
     inventories which shall be at ETM s expense.

8.   COMPLIANCE WITH THE LAW.

     At all times during the term of the Agreement (including the initial
     term and extensions thereof), NORTHPORT, SUBSIDIARY and the Premises
     shall be in compliance with and shall, to the extent it is within its
     control, use its best efforts to ensure that ETM is fully informed and
     in compliance with all United States, and Mexican laws or regulations
     which directly or indirectly affect performance of the obligations of
     NORTHPORT, SUBSIDIARY or ETM under this Agreement, whether such be of
     international, federal, state, county or municipal origin.  Such laws
     and regulations shall include, but not be limited to, the following:

     A.   Customs laws and regulations;

     B.   Transportation laws and regulations;

     C.   Tax laws and regulations;

     D.   Environmental standards, laws and regulations;

     E.   Labor laws and regulations;

     F.   Zoning laws and regulations;

     G.   Corporate laws and regulations; and

     H.   Sanitation and hygiene laws and regulations.

     I.   Currency exchange laws and regulations.

     Failure by NORTHPORT or SUBSIDIARY to comply with any laws or
     regulations shall be a material breach of this Agreement.  ETM,
     following ten (10) calendar days written notice to NORTHPORT is entitled
     to receive and shall be provided with copies of permits, certificates
     and other documents evidencing NORTHPORT s compliance with laws and
     regulations.  ETM shall be responsible for compliance with its
     obligations under the laws and regulations of the United States.

9.   PERSONNEL SUPPLIES BY NORTHPORT.

     NORTHPORT hereby agrees to provide all the qualified personnel which may
     be necessary for the manufacture and assembly of the Finished Products
     at the Premises, including, without limitation, the personnel listed in
     Exhibit  B  attached hereto and made a part hereof for all purposes.

     NORTHPORT agrees that ETM following thirty (30) days written notice,
     may, at ETM option reduce its direct labor work force by up to five
     percent (5%) per month for up to four (4) consecutive months.  ETM
     agrees to give NORTHPORT thirty (30) days written notice for each
     reduction.  NORTHPORT reserves the right to reduce the amount of
     indirect labor dedicated to ETM by a corresponding percentage.
     NORTHPORT agrees to be responsible for all costs associated with the
     work force reductions contemplated in this paragraph.

     Any additional personnel required by ETM will be supplied by NORTHPORT
     following ETM s written request for, and approval of, such.  The cost of
     said additional personnel will be reimbursed by ETM to NORTHPORT in
     accordance with the terms of this Agreement.

10.  PERSONNEL SUPPLIED BY ETM.

     ETM hereby agrees to supply NORTHPORT with the technical support
     personnel which NORTHPORT and ETM agree are necessary or convenient to
     train Mexican personnel supplied by NORTHPORT, to supervise the
     installation of the equipment supplied by ETM, to begin operations and
     to thereafter at ETM s sole discretion monitor from time to time all
     ongoing operations.  ETM shall be solely responsible for all salaries,
     expenses, taxes and other costs related to ETM s personnel.  ETM shall
     indemnify, defend and hold NORTHPORT harmless against any claims or
     liabilities arising from ETM s personnel, including but not limited to
     substitute employer or Mexican tax claims.  ETM shall be solely
     responsible for paying for all government fees payable to secure the
     immigration papers required for ETM s personnel, as well as all
     professional costs and expenses related thereto.

11.  COMPENSATION OF EMPLOYEES.

     The parties agree that ETM shall be solely responsible for the
     compensation of the employees it provides, in accordance with Article 10
     above.  As to the personnel mentioned in Article 9 above and upon
     establishment to ETM s satisfaction of the classes, numbers,
     classifications and qualifications of wage and salary employees,
     NORTHPORT shall be solely responsible for employee relations, including
     the hiring and firing of such, provided however, that ETM shall have the
     right to veto the proposed employment of any applicant and to require
     the termination of any employee who has been allocated to ETM s
     operations.  Except for the reductions in force contemplated by the
     second Paragraph of Article 10, which reductions shall not obligate ETM
     to reimburse NORTHPORT or SUBSIDIARY for any applicable labor severance
     payments, in the event ETM requires the termination of an employee for
     any reasons other than for cause, as defined under Mexican Federal Labor
     Law, ETM shall pay or reimburse NORTHPORT for any severance labor
     termination payment for such employee, but only to the extent that such
     payment relates to such employee s employment by NORTHPORT on behalf of
     ETM.  In the event ETM requires the termination of an employee for
     cause, as defined by Mexican Federal Labor Law, and such termination
     results in NORTHPORT having to pay severance or other related
     termination payments, by reason of a settlement, Court Order or
     otherwise, then ETM and NORTHPORT agree to equally share such severance
     and other related termination payments.  NORTHPORT shall be solely
     responsible for paying any severance labor termination payments or
     portions thereof required to be paid for any reason arising out of any
     employee s tenure prior to being assigned to ETM s operation or after
     such employees assignment to ETM s operation has been terminated
     (hereinafter  excluded tenure ).  Accordingly, the parties agree that
     ETM s liability to pay or reimburse NORTHPORT for any severance labor
     termination payments with respect to an employee with an excluded tenure
     that affects the amount of severance labor termination payment shall be
     limited to an amount equal to a fraction of the total payment determined
     as follows:  The numerator of the fraction shall be the total number of
     days worked by the employee while assigned solely to ETM s operations
     and the denominator shall be the total number of days worked by the
     employee applicable in the calculation of the labor termination
     severance payment.  NORTHPORT shall make reasonable efforts to minimize
     any severance labor termination payments required by Mexican law or
     collective or individual labor contracts.  NORTHPORT shall be solely
     responsible for obtaining, supervising and administrating the personnel
     referred to in Article 9 and paying the employees allocated to ETM s
     operations any and all wages, salaries, overtime, benefits in cash or in
     kind, as well as all other payments required by Mexican, federal, state
     and municipal laws and regulations.  Without limiting the foregoing, all
     personnel mentioned in Article 9 shall be employees of NORTHPORT and not
     ETM s  provided, however that NORTHPORT shall not remove key personnel
     without consulting with ETM prior to such removal.

12.  PAYROLL, SOCIAL SECURITY AND TAXES.

     To the extent it is required by law, ETM agrees to prepare and file, for
     its non-Mexican personnel only, all required Mexican payroll taxes,
     including but not limited to income tax, social security, retirement
     fund (SAR), and NATIONAL WORKERS  HOUSING FUND (INFONAVIT) fees, as well
     as any other applicable taxes or fees required under Mexican laws and
     regulations.  At ETM s request, NORTHPORT agrees to provide all
     necessary information and assistance in preparing and filing the above-
     referenced payroll taxes, provided ETM agrees to reimburse NORTHPORT for
     any reasonable costs or expenses related to providing such information
     and assistance.

13.  WORKING PERMITS.

     ETM agrees to pay for, at its expense, all necessary working permits for
     its designated foreign personnel who will render technical or other
     services at the Premises.  At ETM'  request, NORTHPORT will provide
     assistance with respect to all Mexican immigration matters and with
     respect to obtaining all necessary working permits for ETM s designated
     foreign personnel who will render technical or other services at the
     Premises.  All reasonable costs and expenses incurred by NORTHPORT in
     providing the assistance will be reimbursed to NORTHPORT by ETM within
     ten (10) calendar days following written notice of such, accompanied by
     detailed itemized receipts meeting all legal requirements.

14.  EMPLOYER-EMPLOYEE RELATIONSHIP.

     NORTHPORT shall immediately notify ETM of any disputes between NORTHPORT
     and its workers and/or the Mexican taxing authorities, if such disputes
     or disagreements may result in having ETM s Goods or Finished Products
     being subjected to seizure or liens, mortgages, attachments or
     encumbrances of any nature or which may in any way delay or interfere
     with the manufacture and assembly of the Finished Products.

     NORTHPORT s responsibilities for labor claims or lawsuits include,
     without limitation, fulfilling any obligation derived from the Federal
     Labor Law, Social Security Law, INFONAVIT Law, Income Tax Law, State and
     Federal Payroll Tax Laws, Sanitation Laws, Environmental Laws, as well
     as any other pertinent laws or regulations in force in Mexico from time
     to time.

     NORTHPORT s obligations under these provisions shall extend to the
     personnel provided by NORTHPORT pursuant to Article 9 and to any
     subcontractor hired by NORTHPORT with ETM s written permission to
     perform any work contemplated herein which shall remain in force and
     survive the termination of this agreement.

     NORTHPORT recognizes, acknowledges and confirms that there shall be no
     labor relationship between ETM and NORTHPORT s personnel who directly or
     indirectly are involved in the shelter services performed by NORTHPORT
     under this Agreement and, therefore, NORTHPORT shall indemnify and hold
     ETM harmless from any and all costs, expenses, claims or liabilities
     whatsoever including, without limitation, lawsuits brought against ETM,
     including substitute employer claims or lawsuits by NORTHPORT s
     personnel or by any governmental or other entity.

15.  COMPENSATION.

     In consideration for the services rendered pursuant to the terms of this
     Agreement, ETM agrees to pay NORTHPORT a service fee.  The service fee
     shall be based on an hourly wage formula which takes into account (I)
     the total number of full-time employees (One (1) full-time employee
     shall mean a person employed for forty five (45) hours per week, who is
     required to work forty two and one half (42.5) hours per week, eight and
     one half (8.5) hours, five (5) days a week, Monday through Friday) and
     (ii) the number of square feet at the premises allocated to ETM s
     operations, as further described and in the manner set forth in Exhibit
      C,  attached hereto and incorporated herein for all purposes.  Any
     overtime, holiday work or shifts, other than the normal shift required
     in writing by ETM, shall also be paid by ETM at one and three quarters
     (1.75) times the hourly rate.

     In the event that, for any reason whatsoever ETM fails to provide the
     Goods necessary to assemble and manufacture the Finished Products, ETM
     shall be required to continue paying the down time fee described below,
     even if workers are unable to assemble and manufacture Finished Products
     because of the lack of such Goods.  The down time fee shall be based
     considering eighty percent (80%) of an hourly wage formula which takes
     into account (i) the total number of full-time employees employed at the
     time of the work stoppage (One (1) full-time employee shall mean a
     person employed for forty five (45) hours per week, who is required to
     work forty two and one half (42.5) hours per week, eight and one half
     (8.5) hours, five (5) days a week, Monday through Friday) and (ii) the
     number of square feet at the premises allocated to ETM s operations.

     One year from the date hereof, and every year thereafter, the service
     fee shall be increased by the percentage increase, if any, in the
     Producer Price Index for July of the preceding year, provided, however,
     the increase to the Shelter Service Fee based on the Producer Price
     Index shall not exceed six percent (6%) per year.  The Producer Price
     Index as used herein shall mean the index presently known as the
      Producer Price Index for Finished Goods,  U.S. Average (1982-1984=100)
     published in the Monthly Labor Review and in the Survey of Current
     Business.

     ETM and NORTHPORT agree to negotiate production rates by product in
     standard labor hours.  Further, ETM and NORTHPORT agree to employ their
     best efforts to reduce costs (the  Reduction ) and improve quality of
     the Goods.  To that end, ETM and NORTHPORT agree that improvements shall
     be measured against the standard production hours per year and agree
     that the first 1% of the amount of the Reduction shall be equally shared
     50% by ETM and 50% by NORTHPORT.

16.  PURCHASES BY NORTHPORT.

     In addition to the service fee set forth above and the other items
     described in this Agreement, ETM agrees to reimburse NORTHPORT for
     reasonable and necessary expenses related to the purchase of shipping
     and packing supplies and any other supplies, materials, equipment, spare
     parts and other items, purchased on ETM s behalf under written purchase
     orders approved in writing by ETM.  Any items not paid for up front,
     shall be reimbursed by ETM following ten (10) calendar days written
     notice of such costs, accompanied by detailed invoices meeting all legal
     requirements.

17.  FORM OF PAYMENT.

     All payments due NORTHPORT by ETM pursuant to the terms of this
     Agreement shall be made in United States dollars.  Payments shall be
     made no later than ten (10) calendar days after detailed invoices from
     NORTHPORT, which meet all legal requirements, are received by ETM.  For
     purposes of the above, receipt of an invoice via facsimile shall be
     sufficient.  Any invoices sent via facsimile shall be followed by a hard
     copy, but the date of receipt via facsimile shall be considered the date
     of receipt.  Late payments shall bear interest at the rate of the prime
     rate, as published in the Wall Street Journal, plus two points.  In no
     event, however, shall such interest rate exceed that allowed by
     applicable International, Mexican, United States, or Texas law.




18.  INSURANCE OF PREMISES.

     NORTHPORT shall, at its cost, obtain and maintain in full force and
     effect insurance coverage issued by a United States or Mexican insurance
     company, which shall be acceptable to ETM and which insurance coverage
     shall be upon such terms and in such amount as shall be reasonably
     required by ETM, to protect NORTHPORT and ETM, to the extent of its
     respective interest, if any, as named insured, against fire, theft,
     third party liabilities and such other standard risks in and about the
     Premises, as shall be reasonably required by ETM.  NORTHPORT shall
     provide ETM with certified copies of such insurance policies.  Such
     policies shall contain a clause to the effect that ETM will be notified
     thirty (30) calendar days prior to the lapse of such policies.  In the
     event such policies are in danger of lapsing, ETM may step in and
     directly pay for such insurance policies or, at  ETM s sole option,
     declare this to be a material breach of this Agreement.  NORTHPORT will
     immediately reimburse and be responsible for reimbursing ETM for such
     amounts expended.

19.  EQUIPMENT INSURANCE.

     Unless ETM chooses to provide insurance covering its Goods and Finished
     Products, NORTHPORT shall provide and maintain, in full force and
     effect, insurance with such insurer as shall be acceptable to ETM to
     cover ETM s Goods, and Finished Products, in an amount equal to the
     replacement value thereof or such other amount as ETM shall direct in
     writing, with such other terms as ETM shall require.  The coverage shall
     begin when the Goods are received by NORTHPORT from ETM in Del Rio,
     Texas, United States of America, and shall continue until such time the
     Goods and Finished Products are returned to ETM by NORTHPORT in Del Rio,
     Texas.

     The provider of the insurance shall provide the other party with
     certified copies of the corresponding insurance policies.  Such policies
     shall name each of the parties as named insured as their respective
     interests shall appear, and shall contain a clause to the effect that
     both parties will be notified thirty (30) calendar days prior to the
     lapse of such policies.  In the event such policies are in danger of
     lapsing, the party not providing the insurance may step in and directly
     pay for such insurance policies.  In such cases, the provider of the
     insurance, as set forth herein, will be responsible for reimbursing the
     other party for such amounts expended.  The cost for said insurance will
     be reimbursed by the provider of the insurance to the other party within
     ten (10) calendar days notice of such accompanied by detailed invoices
     evidencing such costs and meeting all legal requirements.

20.  RISK OF LOSS.

     The Risk of Loss for the Goods and Finished Products shall at all times
     be in the hands of the party hereto who has physical control of such, in
     accordance with the terms hereof.  Therefore, NORTHPORT will bear the
     risk of loss at all time while the Goods and Finished Products are in
     Mexico and while in NORTHPORT s control in the United States.  ETM shall
     bear the risk of loss while the Goods and Finished Products are in its
     control in the United States.



21.  INDEMNITY.

     Each of NORTHPORT and SUBSIDIARY covenants and agrees to indemnify and
     hold ETM, its subsidiaries and affiliates and each of their respective
     officers, directors, shareholders, employees, harmless from and against
     any loss, expense, damage or injury suffered or sustained by such
     persons by reason of (a) the inaccuracy or breach of any representation,
     warranty covenant or agreement of NORTHPORT or SUBSIDIARY contained in
     this Agreement, or (b) any acts, omissions or alleged acts or omissions
     by NORTHPORT, Subsidiary and/or NORTHPORT s or SUBSIDIARY s employees or
     agents working for the benefit of ETM (other than acts, omissions or
     alleged acts or omissions of such employees or agents taken or failed to
     have taken at the express written direction of ETM) or otherwise arising
     out of NORTHPORT s or SUBSIDIARY s performance of this Agreement or
     NORTHPORT s or SUBSIDIARY s activities on behalf of ETM.  Without
     limiting the generality of the foregoing, NORTHPORT covenants and agrees
     to indemnify and hold ETM, its subsidiaries and affiliates and each of
     their respective officers, directors, shareholders and employees,
     harmless from (i) liens, encumbrances, assessments, penalties, duties,
     and fines of any United States or Mexican federal, state or local
     agencies or offices, including any fees or other amounts due in
     connection with all the Mexican and foreign employees of NORTHPORT or
     SUBSIDIARY, with respect to any demand or suit for payment of wages,
     fringe benefits, or any other amounts paid or incurred except as
     otherwise specifically provided herein, (ii) any claims, damages, and
     costs (including reasonable attorney s fees) made by employees of
     NORTHPORT or SUBSIDIARY regarding personal injury and those made by any
     other individuals (except employees of ETM) who may suffer injury at the
     Premises or in Mexico (except for injury to the extent caused in whole
     or partly by ETM) (a) and (iii) claims, damages and costs (including
     reasonable attorney s fees) to the extent attributable to the prior,
     present or future existence of Hazardous Substances on, in or near the
     Premises.

     The indemnity provided for hereunder shall include, but not be limited
     to, any judgment, award, settlement, reasonable attorneys  fees and
     similar advisors, penalties, fines, and such other costs or expenses
     incurred in connection with the defense of any actual or threatened
     action, proceeding or claim.

     ETM covenants and agrees to indemnify and hold NORTHPORT, its
     subsidiaries and affiliates and each of their respective officers,
     directors, shareholders, employees, subsidiaries and affiliates harmless
     from and against any loss, expense, damage or injury suffered or
     sustained by such persons by reason of the inaccuracy or breach of any
     representation, warranty, covenant or agreement of ETM contained in this
     Agreement, or (b) any acts, omissions or alleged acts or omissions by
     ETM and/or ETM s employees or agents (other than NORTHPORT, SUBSIDIARY
     or any of their respective agents) or otherwise arising out of ETM s
     performance of this Agreement.  without limiting the generality of the
     foregoing, ETM covenants and agrees to indemnify and hold NORTHPORT, its
     subsidiaries and affiliates and each of their respective officers,
     directors, shareholders, employees, subsidiaries and affiliates harmless
     from liens, encumbrances, assessments, penalties, duties, and fines of
     any United States or Mexican federal, state or local agencies or
     offices, including any fees or other amounts due in connection with all
     employees of ETM, with respect to any demand or suit for payment of
     wages, fringe benefits, or any other amounts paid or incurred except as
     otherwise specifically provided herein, and further covenants and agrees
     to indemnify and hold NORTHPORT, its officers, directors, shareholders,
     employees, subsidiaries and affiliates harmless from any claims,
     damages, and costs (including reasonable attorney s fees) made by ETM s
     employees regarding personal injury and those made by any other
     individuals (except employees of NORTHPORT) who may suffer injury at the
     Premises or in Mexico (except for injury to the extent caused in whole
     or in part by NORTHPORT).

     The indemnity provided for hereunder shall include, but not be limited
     to, any judgment, award, settlement, reasonable attorneys  fees and
     similar advisors, penalties, fines, and such other costs or expenses
     incurred in connection with the defense of any actual or threatened
     action, proceeding or claim.

22.  FREE BAILMENT AGREEMENT.

     ETM, as Bailor, will give by way of free bailment to NORTHPORT or to
     NORTHPORT s subsidiary Gecamex, S.A. de C.V., as Bailee, the Goods and
     Finished Products.  The Bailment Agreement shall be executed in two
     versions, one in English and the other in Spanish, substantially in the
     form of Exhibits  D1  and  D2  attached hereto.

23.  USE.

     NORTHPORT warrants that the Goods, Equipment and finished Products to be
     provided by ETM on bailment shall be used by NORTHPORT and SUBSIDIARY
     solely for the performance of this Agreement.

24.  OWNERSHIP AND MAINTENANCE.

     The Goods and the Finished Products shall remain the sole property of
     ETM and title thereto shall at all times remain in the name of ETM.  All
     equipment, machinery and tooling included in the Goods ( Equipment )
     shall be returned to ETM, at ETM s expense, in the same condition as
     originally received, except for normal wear and tear, as soon as
     reasonably possible following written demand therefor or termination of
     the Agreement.  The Goods, Equipment and Finished Products shall at all
     times be free and clear of all liens, encumbrances, security interests
     and claims including, without limitation, any and all claims of
     creditors of NORTHPORT or SUBSIDIARY and, as the case may be, of the
     owner of the Premises and of the creditors of such owner and of the
     claims of any governmental authorities or other persons or entities.
     NORTHPORT agrees to provide maintenance and/or repairs on the Equipment
     by qualified persons, if ETM so instructs.  Save and except in those
     circumstances where ETM directs NORTHPORT in writing to proceed with the
     maintenance and/or repairs without meeting the following requirements,
     NORTHPORT shall deliver to ETM a detailed written statement outlining
     the maintenance and/or repairs to be performed and the cost thereof, and
     NORTHPORT shall only commence performing such maintenance and/or repairs
     once it has received ETM s written authorization.  ETM shall reimburse
     NORTHPORT for the cost of such maintenance and/or repairs, which cost
     shall not exceed the amount set out in the above detailed written
     statement, following ten (10) calendar days written notice, accompanied
     by detailed invoices meeting all legal requirements.  ETM agrees to
     supply NORTHPORT with all spare parts needed to maintain the Equipment,
     at ETM s sole cost and expense.

     In no event shall NORTHPORT fail to return the Equipment within thirty
     (30) calendar days written demand, except for cases in which such return
     is not possible because of causes not attributable to NORTHPORT.

25.  SHIPMENT AND TRANSPORTATION OF FINISHED PRODUCT.

     NORTHPORT shall ship from the Premises all Finished Products that have
     been approved by ETM s quality control personnel or NORTHPORT s quality
     control personnel at the Premises, approved by ETM in writing, to the
     designated location within Del Rio, Texas.  All reasonable and necessary
     expenses and fees related to the transportation of the Finished
     Products, as described above, will be reimbursed by ETM to NORTHPORT,
     within ten (10) calendar days following written notice of such
     accompanied by detailed itemized receipts meeting all legal
     requirements.

26.  DEFECTIVE FINISHED PRODUCTS.

     NORTHPORT shall ensure that the Finished Products meet the written
     specifications of ETM and conform to the samples provided by ETM.  In
     the event NORTHPORT supplies Finished Products that do not comply with
     ETM s written specifications and samples and such failure is
     attributable to NORTHPORT and not ETM, at ETM s election, ETM may either
     cause NORTHPORT to replace such at its sole cost and expense, as soon as
     reasonably possible or reject such defective Finished Product and
     receive an appropriate reduction in the amount of the shelter fee
     payable pursuant to Article 16 of this Agreement.  In no event shall
     NORTHPORT be responsible for any defective Finished Products which were
     inspected and approved by ETM s quality control personnel.

27.  MEXICAN AND UNITED STATES FORMALITIES AND DUTIES.

     NORTHPORT shall provide at its cost all documentation necessary or
     required by the parties to export the Finished Products from Mexico and
     import them into the United States.  ETM shall be responsible for
     reimbursing NORTHPORT for any United States duties assessed on the
     Finished Products and for any United States or Mexican broker fees, any
     Mexican export taxes, any additional United States government or other
     fees.  Any reasonable and necessary expenses shall be reimbursed by ETM,
     following ten (10) calendar days written notice of such accompanied by
     detailed invoices meeting all legal requirements.  NORTHPORT shall be
     solely responsible for handling exportation from Mexico and importation
     into the United States, and shall be listed on all United States import
     documentation as  Importer of Record.

28.  TERM.

     This Agreement shall be effective for an initial term of sixty (60)
     months commencing on the date hereof.  Notwithstanding the foregoing in
     this article, ETM shall have the option to buy out NORTHPORT at any time
     after the expiration of the forty-eighth month from the date of this
     Agreement provided that: (I) ETM notifies NORTHPORT in writing at least
     one hundred eighty (180) calendar days prior to the date when ETM wants
     to exercise this option; and (ii) ETM pays NORTHPORT a price based on
     associated lease termination cost and employee severance cost not to
     exceed U.S.    $78,000.00             .

     The term of this Agreement will automatically be extended for separate
     consecutive one (1) year terms, under the same terms hereof, unless ETM
     notifies NORTHPORT in writing at least one hundred eighty (180) calendar
     days prior to the expiration of the initial term or an extension term,
     as the case may be, of its desire to terminate this Agreement.

29.  EXIT FEES.

     Upon any termination of this Agreement, ETM shall be entitled to recover
     its Equipment, Goods and Finished Products.  ETM shall directly remove
     the Goods, Equipment and Finished Products from the Premises or if
     instructed by ETM in writing, NORTHPORT shall remove the Goods,
     Equipment and Finished Products from the Premises for export or other
     lawful disposition and ETM shall be solely liable for any costs
     associated with removing the Goods Equipment and Finished Products from
     the Premises, including damage to the Premises, arising from such
     removal, as well as transportation, handling and other charges.  Such
     charges and costs shall be reimbursed by ETM to NORTHPORT, if incurred
     by NORTHPORT, and provided that such charges and costs have been agreed
     to in writing by ETM prior to their being incurred, following ten (10)
     calendar days written notice of such, accompanied by detailed invoices
     meeting all legal requirements and evidence of any such costs or
     damages.

30.  EARLY TERMINATION.

     ETM may immediately terminate this Agreement without any responsibility
     or liability of any kind, (I) if NORTHPORT files a petition for
     bankruptcy or is placed in receivership, (ii) if the Premises are closed
     for operation for more than sixty (60) working dates for any reason,
     (iii) if the Premises are closed for operation for more than one hundred
     twenty (120) working days because of acts of God or force majeure (in
     cases of acts of God or force majeure, which result in the Premises
     being closed for operation, within thirty (30) working days of such
     occurrence, NORTHPORT will notify ETM as to whether or not it plans to
     re-open the Premises for operation within such one hundred twenty (120)
     working day period.  If NORTHPORT is unable or decides not to re-open
     the Premises within one hundred twenty (120) working days, ETM may
     immediately terminate this Agreement).  Failure by NORTHPORT to provide
     the above mentioned notification within thirty (30) calendar days shall
     constitute a material breach of this Agreement by NORTHPORT, and (iv) if
     NORTHPORT or SUBSIDIARY commits a material breach of this Agreement or
     if any of the representations and warranties of NORTHPORT or SUBSIDIARY
     were inaccurate when made or become inaccurate during the term of this
     Agreement or during any renewal hereof (v) if a dispute or disagreement
     pursuant to Article 14 will result in ETM s Goods, Equipment or Finished
     Products being subject to seizure or liens, mortgages, attachments or
     encumbrances of any nature or which will in any way delay or interfere
     with the manufacture and assembly of the Finished Products, and (vi) if
     the quality or quantity of the Finished Products produced is not
     acceptable to ETM in its sole reasonable discretion.  In those
     circumstances where NORTHPORT commits a material breach and ETM
     terminates this Agreement, ETM s termination of this Agreement shall in
     no way prejudice its right to pursue any other legal or equitable
     relief.

     NORTHPORT may immediately terminate this Agreement without any
     responsibility to ETM, (i) if ETM files a petition for bankruptcy or is
     placed in receivership, or (ii) if ETM commits a material breach of this
     Agreement.  In those circumstances where NORTHPORT terminates this
     Agreement, NORTHPORT s termination of this Agreement shall in no way
     prejudice its right to pursue any other legal or equitable relief.

     In the event this Agreement is terminated for any cause attributable to
     ETM, ETM warrants and agrees that it will pay NORTHPORT in full and
     complete satisfaction of any and all claims of NORTHPORT or SUBSIDIARY
     related to such termination, a compensatory fee based on associated
     lease termination cost, employees severance cost and payment of all
     outstanding invoices.

31.  RELATIONSHIP BETWEEN THE PARTIES.

     NORTHPORT and SUBSIDIARY shall act at all times as independent
     contractors and not as a partners, joint venturers, subsidiaries,
     affiliates, agents or employees of ETM or any of its affiliates.

32.  CHANGE IN OWNERSHIP.

     In the event the ownership of ETM, NORTHPORT or SUBSIDIARY changes, the
     other party shall receive written notice of such change in ownership
     structure within ten (10) calendar days of such.  Furthermore, if the
     affected party determines that such change in ownership structure may
     jeopardize fulfillment of the terms of this Agreement, said party may
     consider such change in ownership structure a material breach as
     described in Article 30 hereof.  Notwithstanding anything contained in
     this Article 32 to the contrary, a change in the ownership structure of
     ETM, NORTHPORT or SUBSIDIARY shall only give rise to NORTHPORT s or
     SUBSIDIARY s or ETM s right to consider such a change a material breach,
     if such change in ownership results in a change in ownership of more
     than 30% of the issued and outstanding voting securities of ETM or
     NORTHPORT or SUBSIDIARY.

     NORTHPORT represents and warrants to ETM that the person who execute
     this Agreement on behalf of NORTHPORT and SUBSIDIARY have sufficient
     authority and such authority has not been restricted, limited or revoked
     as evidenced in the certificates issued by the respective Secretaries of
     such corporations attached as Exhibits  E1


     ETM represents and warrants to NORTHPORT that the person who execute
this Agreement on behalf of ETM have sufficient authority and such authority
has not been restricted, limited or revoked as evidenced in the certificate
issued by the Secretary of ETM attached hereto as Exhibit  F.

33.  CONFIDENTIALITY.

     Confidential information shall mean all information disclosed by ETM or
     its agents, employees or representatives to NORTHPORT or SUBSIDIARY,
     including but not limited to, ETM s products in production or in
     development, manufacturing processes, customers, procedures, suppliers
     and any other information in connection with ETM s business.  Without
     limiting the foregoing, confidential information includes, but is not
     limited to:  that information embodied in disclosures made by ETM or its
     agents, employees or representatives, that which is embodied in ETM s
     items delivered to NORTHPORT or SUBSIDIARY pursuant to Article 23, that
     information which is embodied in ETM s samples and documentation
     wheresoever created or by ETM in conjunction with the production of
     ETM s Finished Products.

     Without limiting the foregoing, information disclosed to NORTHPORT or
     SUBSIDIARY, whether orally, visually, in writing or by way of any other
     process and all products, drawings, documents, specifications and
     samples supplied by ETM or its agents, employees or representatives is
     considered  Confidential,  whether labeled as such or not.

     NORTHPORT and SUBSIDIARY acknowledges that failure to keep the above-
     noted confidential information confidential will be highly prejudicial
     to ETM, and NORTHPORT and SUBSIDIARY shall therefore take all
     precautions to keep in confidence and prevent the unauthorized
     disclosing of any such confidential information and without limiting the
     foregoing, NORTHPORT and SUBSIDIARY shall hold all confidential
     information as defined herein in trust and confidence of ETM and,
     NORTHPORT and SUBSIDIARY shall not disclose to any person or entity or
     use such confidential information for any purpose other than for the
     purposes contemplated under this Agreement.  The obligation set out in
     this Article 34 to keep the confidential information confidential shall
     remain in effect during the initial term of this Agreement and any
     renewal hereof and shall continue for a period of ten (10) years
     following the date of termination of this Agreement.

     All confidential information as defined herein is and shall remain the
     property of ETM.  NORTHPORT and SUBSIDIARY shall not disclose
     confidential information defined herein to third parties without written
     consent by ETM.  NORTHPORT and SUBSIDIARY may not remove from its proper
     location and/or duplicate confidential information as defined herein
     without written consent by ETM.

     The breach of this Article by NORTHPORT or SUBSIDIARY, during the term
     of this Agreement or any renewal hereof, constitutes a material breach.
     The exercise by ETM of its right to terminate this Agreement shall in no
     way prejudice ETM s right to pursue any other legal or equitable
     remedies.

     Notwithstanding the aforesaid, the term  confidential information  shall
not apply to any information which might otherwise be so deemed but which:

     a.   is or becomes part of the public domain before, on or after the
date of this Agreement (other than as a result of the breach of this Agreement
by any of the parties hereto);

     b.   is properly ordered to be disclosed or released by any court of
competent jurisdiction or other administrative, judicial or quasi-judicial
tribunal; or

     c.   has been independently acquired from a party not subject to a
confidentiality agreement with the party who allegedly violates its
confidentiality obligation or developed by such party without violating its
respective obligations under this Agreement and without the use of
confidential information which can be substantiated by said party.

     Neither NORTHPORT nor SUBSIDIARY will conduct any tours of the Premises
without the prior written consent of ETM nor permit any person not
specifically authorized in writing by ETM to attend at any time on the
Premises.  Notwithstanding the foregoing, ETM understands that the owner of
the Premises and properly authorized governmental authorities may from time to
time be provided access to the Premises, with the consent of ETM.

34.  MARKINGS.
     ETM agrees to promptly inform NORTHPORT of changes in applicable laws
     related to labeling, or marking of which it becomes aware.  NORTHPORT
     and SUBSIDIARY agree to promptly inform ETM of changes in applicable
     laws related to labeling, or marking of which it becomes aware.

35.  NOTICES.

     All notices, demands, invoices and requests required under this
     Agreement shall be in writing, and shall be properly given if (I) served
     personally, (ii) send via overnight courier or (iii) send via facsimile,
     addressed to the respective party as the case may be, at the respective
     address set out in this Agreement or such other address as any party may
     in writing advise.  Notwithstanding the foregoing, any notices sent via
     facsimile shall be followed by notice sent as set forth above but shall
     be effective as of the date sent via facsimile.  Until the parties shall
     designate another address, their addresses shall be as follows:


          to ETM, INC.             ETM, Inc.
                                   ETM S.A. de C.V.
                                   Seemenbachstrasse 26a
                                   63688 Gedern
                                   Germany
                                   Telephone 011 49 6045 951240
                                   Fasimile    011 49 6045 4971

                                   Attention: Mr.Manfred Boguslawski

To NORTHPORT or SUBSIDIARY:   NORTHPORT INDUSTRIES, INC.
                              P.O. Box 1428
                              Spur 239 & Alderete Rd.
                              Del Rio, Texas 78840
                              Telephone: (830) 775-0734
                              Facsimile:  (830) 775-9575
                              Attention: Mr. Robert Michelini

36.  ASSIGNMENT.

     This Agreement shall not be assigned by either party without the prior
     written consent of the other.  Subject to the foregoing, this Agreement
     shall inure to the benefit of and bind the parties hereto and their
     respective successors and assigns.  Any attempted assignment or other
     transfer contrary hereto shall be void.

37.  CONFLICT OF TERMS.

     Except for amendments to this agreement complying with Article 39
     hereof, in the event of any conflict between the terms and conditions of
     this Agreement and the terms and conditions contained in any other
     document issued by ETM or NORTHPORT or SUBSIDIARY, the terms and
     conditions of this Agreement shall prevail.

38.  ENTIRE AGREEMENT.

     This Agreement, together with the Exhibits attached hereto, constitute
     the entire understanding of the parties on the subject matter hereof,
     supersedes all prior writings and understandings, and may not be
     modified or amended except by a writing duly executed by authorized
     representatives of the parties.  No modification of the terms and
     conditions hereof shall be effected by the acknowledgment or acceptance
     of documents containing additional or different terms and conditions.

39.  WAIVER MUST BE IN WRITING.

     No waiver of any of the provisions hereof shall be effective unless in
     writing and signed by both parties and no waiver made shall bind either
     party to a waiver of any succeeding breach of the same or any other
     provisions hereof.

40.  HEADINGS.

     The Article headings used in this Agreement have been inserted for
     convenience of reference only and do not affect the meaning or
     interpretation of this Agreement.

41.  SEVERABILITY.

     The eventual invalidity of any clause of this Agreement shall not affect
     the validity of the remaining provisions hereof which shall be construed
     when possible in such a way that the purpose of this Agreement, as
     intended by the parties, can be achieved in a lawful manner.

42.  COUNTERPARTS.

     This Agreement may be executed in any number of written counterparts,
     each of which shall be deemed to be an original and all of which
     together shall be deemed to be one and the same instrument.

43.  APPLICABLE LAW AND JURISDICTION.

     THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
     STATE OF TEXAS AND THE UNITED STATES OF AMERICA.

44.  CONTROL BY ETM.

     Notwithstanding anything contained in this Agreement to the contrary,
     all matters relating directly or indirectly to the Finished Products and
     the Goods, including without limitation, the manufacturing and
     assembling, packaging, shipping, transporting and insuring of the
     Finished Goods and the use of the Equipment shall be subject to the
     absolute control of ETM.  In all circumstances, to the extent possible,
     and as long as such do not conflict with the terms of this Agreement,
     all reasonable and legal directions and instructions issued by ETM shall
     be immediately implemented and followed by NORTHPORT.  Any and all duly
     authorized representatives of ETM shall at all times have unrestricted
     access to the Premises and the right to inspect and evaluate all aspects
     of the manufacture and assembly of the Finished Products.



Northport Industries, Inc.                        ETM.


By:                                     By:
     Robert L. Michelini                   Manfred Boguslawski
Its: President                          Its: President

Date:                                        Date: