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                                                                   EXHIBIT 10.02

                                TIER II AGREEMENT


                                 GENERAL MOTORS
                                POWERTRAIN GROUP

                                       AND


                              NEMATRON CORPORATION


                                     FOR THE


                           PV6 & L850 ENGINE PROGRAMS




                                JANUARY 10, 1997










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1.       SCOPE AND CONTENT

         1.1.     GENERAL

                  The scope of this agreement is the GMPTG Premium V6 Engine
                  Program and the GMPTG L850 Program. This agreement may be
                  extended to other GMPTG programs if mutually agreeable between
                  GMPTG and Nematron Corporation.

         1.2      HARDWARE

                  ICC-5000-xxx
                  Includes the following:

                  Nematron part *
                    *  :                    *
                    *  :                    *
                    *  :                    *
                    *  :                    *
                    *  :                    *
                    *  :                    *
                    *  :                    *
                                            *
                                            *
                    *  :                    *
                    *  :                    *
                    *  :                    *
                    *  :                    *
                    *  :                    *

                  Based on the hardware and software configuration specification
                  provided by GMPTG, Nematron agrees to assemble and test each
                  PC prior to shipment to any PV6 or L850 OEM. Nematron reserves
                  the right to substitute components of equal or greater
                  capability and quality as the component market dictates with
                  GM concurrence.


* Indicates that material has been omitted and confidential treatment has been
requested therefore. All such omitted material has been filed separately with
the SEC pursuant to Rule 24b-2.

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2.       PV6 & L850 PROGRAMS

         2.1      PRICING

                  The following pricing will be honored to the respective sites
                  for the duration of the GMPTG Premium V6 and L850 programs.

                  The price to GMPTG for the configuration described in section
                  1.2 above is * per unit.

                  Additional 3rd party hardware/software as needed to make up
                  plant specific configured units may be purchased from Nematron
                  at * All hardware/software will be installed, configured, and
                  tested by Nematron prior to shipment to GMPTG or OEM's at no
                  additional charge, except as specifically agreed upon between
                  Nematron & GMPTG.

         2.2      *

                  *


         2.3      WARRANTY

                  Nematron will honor a limited warranty for the PV6 & L850
                  programs for * from the start of regular production. All
                  Nematron components of the hardware selected for this project
                  are covered by this warranty. Nematron warrants that the
                  articles to be delivered under this agreement will be free
                  from defects in material and workmanship under normal use. All
                  warranties are contingent upon proper use in the application
                  for which the products are intended and do not cover products
                  which have been modified without Nematron's approval or which
                  have been subjected to operating and/or environmental
                  conditions in excess of the maximum values established
                  therefore in the applicable specifications, or testing,
                  repair, alteration, damage, assembly or processing that alters
                  physical or electrical properties.

                  Third Party Cards

                  Nematron will assist General Motors in selecting third party
                  vendors that will honor a * warranty. However, all warranties
                  for third party products are the responsibility of that
                  company. Should any of these companies offer extended

* Indicates that material has been omitted and confidential treatment has been
requested therefore. All such omitted material has been filed separately with
the SEC pursuant to Rule 24b-2.

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                  warranties at a cost, Nematron would be willing to purchase
                  and manage these extended warranties on behalf of General
                  Motors at fair market prices. Nematron will inform GMPTG on
                  any 3rd party products that are not covered under the Nematron
                  warranty.

                  Claims

                  All returns will be accompanied by an RMA number. Nematron
                  will work closely with GMPTG to analyze all failure data and
                  incorporate the findings into manufacturing processes as
                  determined. Nematron agrees to pick up and deliver all
                  Nematron provided equipment to all GMPTG plants * of Nematron
                  Corporation. Outside this area, GMPTG will pay freight to
                  Nematron and Nematron will pay return freight.

         2.4      SPARE PARTS INVENTORY

                  Nematron will consign warranty inventory, at no charge to
                  GMPTG. The spare parts inventory shall consist of * quantity
                  of the total Nematron units purchased for each plant. These
                  quantities will be calculated and delivered to each plant
                  covered under this agreement and having a minimum of * PC's *
                  prior to SORP and shall be readjusted annually. After the
                  warranty period, these inventories shall be made available to
                  GMPTG at * . Nematron agrees to manage and update this
                  inventory with the current hardware technology that this being
                  used on the program during the warranty period. Nematron may
                  rotate warranty stock periodically at Nematron's discretion.


* Indicates that material has been omitted and confidential treatment has been
requested therefore. All such omitted material has been filed separately with
the SEC pursuant to Rule 24b-2.

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3.       TECHNICAL SERVICE AND SUPPORT

         3.1      PROGRAM MANAGEMENT

                  Nematron agrees to assign a program manager to handle the PV6
                  & L850 programs. This program manager will have the following
                  roles and responsibilities:

                  3.1.1.   Work with GMPT to establish architecture, hardware
                           and software requirements. Develop Hardware and
                           Software specifications as applied to the PV6 and
                           L850 programs.

                  3.1.2.   Work with Original Equipment Manufacturers during
                           simultaneous engineering phase to develop and
                           implement innovative ideas.

                  3.1.3.   Create functional specification for Nematron product
                           design engineers of each project which includes;
                           hardware requirements, software requirements,
                           interfacing details, third party equipment
                           involvement, data flow and organization. Work with
                           design engineers to assess risk factors in the
                           specifications.

                  3.1.4.   Provide technical data to customers to ensure proper
                           use of the product. Work throughout the project to
                           ensure product was applied correctly in accordance
                           with Nematron specifications. This involves the
                           review of technical drawings and visits to customer
                           sites to ensure proper practices were used.

                  3.1.5.   Interact and assist in any technical issues that
                           arise both at the Original Equipment Manufacturer
                           site and the End User site.

                  3.1.6.   Direct investigation of customer complaints regarding
                           Quality, Tolerances, Specifications and if warranted,
                           implement corrective action. Coordinate Nematron
                           product engineers to resolve problems.

                  3.1.7.   Implement failure reporting, analysis and corrective
                           action program which includes describing the problem
                           in detail, implement and verify interim containment
                           actions, define and verify root cause, verify
                           effectiveness of permanent corrective action,
                           implement permanent corrective action, and prevent
                           recurrence on similar processes/product.


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                  3.1.8.   Installation & Startup Plan. Visit Original Equipment
                           Manufacturers to review design prior to
                           implementation. Work with Original Equipment
                           Manufacturers during implementation to resolve any
                           technical issues.

                  3.1.9.   Assist GMPT in the development of a training plan for
                           each project which includes; Identifying the skill
                           set of each customer working on an identified project
                           and determining the requirement for Hardware &
                           Software training at both the Original Equipment
                           Manufacturer and the End User.

                  3.1.10.  Project timing and tracking. Identify all technical
                           tasks to complete project and highlight critical
                           tasks that affect timing. Implement method for
                           tracking and reporting technical issues.

                  3.1.11.  Manage all of Nematron's resources with respect to
                           the PV6 & L850 project. This involves technical
                           people at both facilities as well as internal people
                           assigned to the success of these projects.

                  3.1.12.  Provide tracking of OEM hardware orders and delivery
                           schedules.

         3.2      HARDWARE TECHNICIAN

                  Nematron agrees to supply one on site hardware technician for
                  each GMPTG plant that is part of this agreement and having in
                  excess of * Nematron PC's. His/her time at the plant will
                  ramp up as the project progresses and machines begin to arrive
                  at the plant as determined by Nematron's program manager
                  together with GMPTG engineers. For any facility having less
                  than *, technical support will be covered by the same
                  individual within a * radius of the site he/she has been
                  assigned. i.e. Bay City will receive support from the
                  individual stationed at Livonia. The hardware technician is to
                  provide the following functions:

                  3.2.1.   Track component revisions, upgrades, etc.
                  3.2.2.   Track all warranty items
                  3.2.3.   Provide hardware and software integration and problem
                           analysis. 
                  3.2.4.   Perform any system software or firmware upgrades.


* Indicates that material has been omitted and confidential treatment has been
requested therefore. All such omitted material has been filed separately with
the SEC pursuant to Rule 24b-2.

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4.       TRAINING

         4.1.     COURSES

                  Nematron agrees to provide to GMPTG a training course that
                  will cover the use, installation, and maintenance of Nematron
                  PC's used on the program. Each site having in excess of *
                  Nematron PC's shall receive * free classes at their facility.

         4.2.     EQUIPMENT

                  Nematron agrees to provide * free ICC5000's (above and beyond
                  those covered by the * spares inventory) for every site having
                  in excess of * Nematron PC's, for GMPTG use on training GMPTG
                  personnel on their electrical controls architecture.

5.       DOCUMENTATION

         Nematron will provide * sets of manuals for each site and where
         available, the manual will be provided in a Microsoft Word format so
         that General Motors may print as many as required.

         Nematron agrees to provide documentation which includes the following
         topics: Product specifications & ratings, Dimensions, Serial port
         definition & pinouts, Installation & set-up guides, BIOS, Memory
         Expansion procedures, Installation of option cards, and Basic
         Maintenance.

         5.1      SOFTWARE

                  Nematron agrees to provide * set of master disks for each
                  operating system and * sets of manuals to each GMPTG site.

6.       SINGLE SOURCE

         As the single source supplier for industrial computers on both the PV6
         &L850 global engine programs, Nematron shall be informed of any request
         for deviation from the use of Nematron PC's. Nematron shall provide
         input with respect to deviations and have first chance at solving these
         issues.

         6.1      All pre loaded software is subject to the license agreements
                  of the respective suppliers.

* Indicates that material has been omitted and confidential treatment has been
requested therefore. All such omitted material has been filed separately with
the SEC pursuant to Rule 24b-2.

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         6.2      FloPro(R) and FloPro 32(R) software is provided to GMPTG
                  subject to the FloPro(R)/GMPT North American Site Licenses
                  #GMPT 96-10-01.


                  Bob McCurdy                      David W. Stanton
                  --------------------------       ----------------------------
                  Print Name                       Print Name


                  --------------------------       ----------------------------
                  General Motors Powertrain        Nematron


                  --------------------------       ----------------------------
                  Date                             Date



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