Exhibit 10.30

ACTUANT CORPORATION

CHANGE IN CONTROL AGREEMENT
FOR
MARK E. GOLDSTEIN

This Agreement is made as of September 30, 2002 (the "Effective Date"), between Actuant Corporation (the "Corporation"), a Wisconsin corporation and Mark E. Goldstein (the "Executive").

WHEREAS, the Executive is a valued employee of the Corporation; and

WHEREAS, the Corporation desires to enter into this Change in Control Agreement with the Executive to provide the Executive with contractual assurances to induce the Executive to remain as an employee of the Corporation notwithstanding the possibility, threat or occurrence of a Change in Control (as defined below) of the Corporation.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Executive and the Corporation agree as follows:

1. Employment and Duties. The Corporation hereby employs Executive as Vice-President, Gardner Bender, with all powers and authority as are customary to this position, and Executive hereby accepts employment with the Corporation in accordance with the terms and conditions set forth herein. Executive shall have such executive responsibilities as is customary with this position and as the Corporation's Board of Directors or the President (as the case may be) shall from time to time assign to him. Executive agrees to devote his full time (excluding annual vacation time), skill, knowledge, and attention to the business of the Corporation and the performance of his duties under this Agreement.

2. Termination, Bonus, and Severance Pay.

a. As used in this Agreement, a Change in Control means:

(i) a sale of over 50% of the stock of the Corporation measured in terms of voting power, other than in a public offering; or

(ii) the sale by the Corporation of over 50% of its business or assets in one or more transactions over a consecutive 12-month period; or

(iii) a merger or consolidation of the Corporation with or into any other corporation or corporations such that the shareholders of the Corporation prior to the merger or consolidation do not own at least 50% of the surviving entity measured in terms of voting power; or

(iv) the acquisition by any means of more than 25% of the voting power or common stock of the Corporation by any person or group of persons

(with group defined by the definitions under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended); or

(v) the election of directors constituting a majority of the Corporation's board of directors pursuant to a proxy solicitation not recommended by the Corporation's board of directors.

b. As used in this Agreement, a Triggering Event means:

(i) (a) reducing the base salary paid to the Executive or (b) a material reduction in Executive's bonus opportunity or (c) reducing the total aggregate value of the fringe benefits received by the Executive from the levels received by the Executive at the time of a Change in Control or during the 180 day period immediately preceding the Change in Control; or

(ii) a material change in the Executive's position or duties or the Executive's reporting responsibilities from the levels existing at the time of a Change in Control or during the 180 day period immediately preceding the Change in Control; or

(iii) a change in the location or headquarters where the Executive is normally expected to provide services to a location of 40 or more miles from the previous location existing at the time of the Change in Control or during the 180 day period immediately preceding the Change in Control.

c. If the Corporation terminates Executive's employment within the period beginning six months prior to a Change in Control and ending 24 months following a Change in Control or Executive voluntarily terminates his services following a Triggering Event that occurs within 24 months following the date of a Change in Control, the Corporation shall pay to the Executive a lump sum equal to the sum of (a) the amount of the highest per annum base rate of salary in effect with respect to the Executive during the two-year period immediately prior to the termination of employment plus
(b) the amount of the highest annual bonus or incentive compensation earned by the Executive under any cash bonus or incentive compensation plan of the Corporation during the three complete fiscal years of the Corporation immediately preceding the termination of employment. Such lump sum shall be paid by the Corporation to the Executive within twenty days after the Executive's termination of employment. In addition, the Corporation, at the Corporation's cost, shall continue to provide Executive with the welfare benefits and other perquisites Executive was receiving at the time of the Change in Control for a period of one year following Executive's termination of employment or such earlier date as Executive becomes employed by another employer and becomes eligible for welfare benefits. For purposes hereof, perquisites will include the Executive's right to lease a car or a car allowance, as the case may be.

d. Notwithstanding any provision herein, no amounts will be due under this Agreement in the event the Executive's employment is terminated by the Corporation for cause. The term "for cause" shall mean solely the following events:

(i) Executive has been convicted of a felony which has adversely affected the Corporation's reputation;

(ii) Executive has materially misappropriated the Corporation's funds, property or opportunities; or

(iii) Executive has materially breached any of the provisions of this Agreement after having been provided by written notice a reasonable opportunity (not less than 15 business days) to cure such breach.

3. Certain Additional Payments by the Corporation.

a. In the event it shall be determined that the severance benefits payable to Executive under this Agreement or any other payments or benefits received or to be received by the Executive (whether payable pursuant to the terms of this Agreement, any other plan, agreement or arrangement) (the "Payments") would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment"). The Gross-Up Payment shall be in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and excise tax imposed on the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

b. Subject to the provisions of paragraph c. of this Section 3, all determinations required to be made under this Section 3, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm designated by the Executive (the "Accounting Firm"), which shall provide detailed supporting calculations both to the Corporation and the Executive within twenty business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Corporation. All fees and expenses of the Accounting Firm shall be borne solely by the Corporation. Any Gross-Up Payment, as determined pursuant to this Section 3, shall be paid by the Corporation to the Executive within five days of the receipt of the Accounting Firm's determination. Any determination by the Accounting Firm shall be binding upon the Corporation and the Executive. As a result of the uncertainty in the application of
Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Corporation should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Corporation exhausts its remedies pursuant to paragraph c. of this Section 3 and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred

and any such Underpayment shall be promptly paid by the Corporation to or for the benefit of Executive.

c. The Executive shall notify the Corporation in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Corporation of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after the Executive is informed in writing of such claim and shall describe the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty-day period following the date on which he gives such notice to the Corporation (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Corporation notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall:

(i) give the Corporation any information reasonably requested by the Corporation relating to such claim,

(ii) take such action in connection with contesting such claim as the Corporation shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Corporation,

(iii) cooperate with the Corporation in good faith in order effectively to contest such claim, and

(iv) permit the Corporation to participate in any proceedings relating to such claim;

provided, however, that the Corporation shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this paragraph c. of Section 3, the Corporation shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Corporation shall determine; provided, however, that if the Corporation directs the Executive to pay such claim and sue for a refund, the Corporation shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided, further, that any extension of the statute of

limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Corporation's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

d. If, after the receipt by the Executive of an amount advanced by the Corporation pursuant to paragraph c. of this Section 3, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Corporation's complying with the requirements of paragraph c. of this Section 3) promptly pay to the Corporation the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If after the receipt by the Executive of an amount advanced by the Corporation pursuant to paragraph c. of this Section 3, a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Corporation does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

4. Confidential Information. As a supplement to any other confidentiality provisions applicable to the Executive, Executive acknowledges that all Confidential Information is and shall continue to be the exclusive proprietary property of the Corporation, whether or not disclosed to or entrusted to the custody of Executive. Executive will not, either during the term hereof or at any time thereafter, disclose any Confidential Information, in whole or in part, to any person or entity other than to employees or affiliates of the Corporation, for any reason or purpose, unless the Corporation gives its prior written consent to such disclosure. Executive also will not, either during the term hereof or at any time thereafter, use in any manner any Confidential Information for his own purposes or for the benefit of any person or entity except the Corporation and its affiliates whether such use consists of duplication, removal, oral communication, disclosure, transfer or other unauthorized use thereof, unless the Corporation gives its prior written consent to such use. As used herein, the term "Confidential Information" refers to all information and materials not in the public domain belonging to, used by or in the business of the Corporation (the "Business") relating to its business strategies, products, pricing, customers, technology, programs, costs, employee compensation, marketing plans, developmental plans, computer programs, computer systems, inventions, developments, formulae, processes, designs, drawings, trade secrets of every kind and character and competitive information. "Confidential Information" also includes confidential information belonging to other companies and disclosed to the Executive by the Corporation.

5. Non-competition and Inventions.

a. During the period of employment of Executive and for a period of one year after Executive's termination of employment for any reason, Executive shall not directly or indirectly as a principal, agent, owner, employee, consultant, advisor, trustee,

beneficiary, distributor, partner, co-venturer, officer, director, stockholder or in any other capacity, nor will any entity owned by Executive:

(i) divert or attempt to divert any business from the Corporation or engage in any act likely to cause any customer or supplier of the Corporation to discontinue or curtail its business with the Corporation or to do business with another entity, firm, business, activity or enterprise directly or indirectly competitive with the Corporation; or

(ii) contact, sell or solicit to sell or attempt to contact, sell or solicit to sell products competitive to those sold by the Corporation to any customer of the Corporation with which Executive had contact while performing services for the Corporation; or

(iii) solicit or attempt to solicit any employee of the Corporation for employment or retention.

Notwithstanding the provisions above, Executive may acquire securities of any entity the securities of which are publicly traded, provided that the value of the securities of such entity held directly or indirectly by Executive immediately following such acquisition is less than 5% of the total value of the then outstanding class or type of securities acquired.

b. Executive acknowledges and agrees that the restrictions set forth in this Section 5 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the Corporation. If, in any judicial proceeding, a court shall refuse to enforce any separate covenant set forth herein, then such unenforceable covenant shall be deemed eliminated from this Section 4 for the purpose of that proceeding to the extent necessary to permit the remaining separate covenants to be enforced.

c. The Executive hereby sells, transfers and assigns to the Corporation the entire right, title and interest of the Executive in and to all inventions, ideas, disclosures and improvements, whether patented or unpatented, and copyrightable materials, made or conceived by the Executive, solely or jointly, or in whole or in part, during the period Executive is bound by this Agreement which (i) relate to methods, apparatus, designs, products, processes or devices sold, leased, used or under construction or development by the Corporation or any subsidiary or
(ii) otherwise relate to or pertain to the business, functions or operations of the Corporation or any subsidiary, or (iii) arise (wholly or partly) from the efforts of the Executive during the Term hereof in connection with his performance of his duties hereunder. The Executive shall communicate promptly and disclose to the Corporation, in such form as the Corporation requests, all information, details and data pertaining to the aforementioned inventions, ideas, disclosures and improvements; and, whether during the term hereof or thereafter, the Executive shall execute and deliver to the Corporation such formal transfers and assignments and such other papers and documents as may be required of the Executive to permit the

Corporation to file and prosecute the patent applications and, as to copyrightable material, to obtain copyright thereon. This provision does not relate to any invention for which (i) no equipment, supplies, facilities or trade secret information of the Corporation was used and which was developed entirely on the Executive's own time and which does not relate (A) directly to the business of the Corporation, or (B) to the Corporation's actual or demonstrably anticipated research or development; or (ii) does not result in any work performed by the Executive for the Corporation.

d. The provisions in this paragraph are a supplement to any other confidentiality and non-compete provisions applicable to the Executive in any other agreements.

6. Miscellaneous.

a. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

b. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive, to his address appearing on the records of the Corporation.

If to the Corporation: Actuant Corporation

                        6100 North Baker Road
                        Milwaukee, WI 53209
                        Attention: Chairman of the Audit Committee

With a copy to:         Quarles & Brady LLP
                        411 East Wisconsin Avenue
                        Milwaukee, WI  53202
                        Attention:  Anthony W. Asmuth III, Esq.

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

c. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

d. The Corporation may withhold from any amounts payable under this Agreement such federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

e. The Executive's or the Corporation's failure to insist upon strict compliance with any provisions hereof or any other provision of this Agreement or the failure to assert any right the Executive or the Corporation may have hereunder, including, without limitation, the right of the Executive to terminate employment for cause pursuant to this Agreement, shall not be deemed to be a waiver of such provision or right of any other provision or right of this Agreement.

f. The Executive and the Corporation acknowledge that, except as may otherwise be provided herein or under any other written agreement between the Executive and the Corporation, the employment of the Executive by the Corporation is "at will" and the Executive's employment may be terminated by the Corporation at any time.

g. The Corporation agrees that if it breaches any payment obligation hereunder, the Corporation will pay all reasonable attorney fees and costs incurred by Executive in enforcing Executive's rights hereunder.

h. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

i. If the Corporation sells, leases, exchanges or otherwise disposes of, in a single transaction or series of related transactions, all or substantially all of its property and assets, or if the Corporation ceases to exist as a separate entity as a result of a merger, spin-off, reorganization or otherwise, then the Corporation will, as a condition precedent to any such transaction, cause effective provision to be made so that the person or entity acquiring such property and assets or succeeding to the business of the Corporation as the surviving entity of a merger, spin-off, reorganization or otherwise, as applicable, becomes bound by, and replaces the Corporation under, this Agreement.

7. Injunctive Relief. Executive acknowledges and agrees that irreparable injury will result to the Corporation in the event Executive breaches any covenant contained in this Agreement and that the remedy at law for such breach will be inadequate. Therefore, if Executive engages in any act in violation of the provisions of this Agreement, the Corporation shall be entitled, in addition to such other remedies and damages as may be available to it by law or under this Agreement, to injunctive or other equitable relief to enforce the provisions hereof.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

Actuant Corporation

By:/s/ Robert C. Arzbaecher
   -------------------------
       Robert C. Arzbaecher


   /S/ Mark E. Goldstein
   -------------------------
     Mark E. Goldstein

Exhibit 10.31

Executive Staff Fiscal 2003 Bonus Measurements

The fiscal 2003 bonus plan for executive staff will be based on year-over-year improvement in Actuant's Consolidated Combined Management Measure (CMM)

Bonus Targets:
                               0%                100%              250%
                                                 (Target)
                               -------------------------------------------------
Consolidated CMM               $29.1 million     $33.1 million     $41.1 million

                                                                  Proposed Bonus
Name                   Functional Area                             Payout @ 100%
--------------------------------------------------------------------------------
Robert Arzbaecher      Chief Executive Officer                       $ 350,000
Andrew Lampereur       Chief Financial Officer                       $ 112,500
Ralph Keller           Vice President of Operations                  $  82,000
Brian Kobylinski       Vice President of Business Development        $  61,250

Business Unit Leader Fiscal 2003 Bonus Measurements

The fiscal 2003 bonus plan for business unit leaders will be based on year-over-year improvement in Business Unit CMM (80%) and year-over-year improvement in Actuant's CMM (20%).

Supporting Definitions:
Business Unit CMM = Operating Profit (before amortization) less Asset Carrying Charge of 20% of Net Assets Employed Net Assets Employed = Net accounts receivable + net inventory + prepaid assets + net fixed assets + other long-term assets (excluding intangible assets) - accounts payable - accrued current liabilities

Gardner Bender CMM          0% payout: Less than or equal to 80% of prior year.
                            100% payout: 10% improvement over prior year
                            250% payout: 50% improvement over prior year

Consolidated CMM            See consolidated CMM scale above.

Bonus payout at 100%        $119,250

Exhibit 10.32

[This is an English translation of the governing document.

The governing document is in German.]

Share Sale and Purchase and Option Agreement

between

Horst Michaels ,
Tulpenweg 13, 63755 Alzenau;

Anni Simoneit ,
represented by Gertrud Eckert
Markerstr. 31, 63755 Alzenau;

Arno Michaels ,
Prentelweg 2 a, 81243 Munich;

Bianca Michaels ,
Adolfsallee 7, 65185 Wiesbaden;

Ute Michaels,
Meistersingerstr. 13, 81927 Munich, and

(hereinafter together "Shareholders")

and

Applied Power Holding GmbH,
Mundelheimer Weg 51, 40472 Dusseldorf
(AG Dusseldorf, HRB 31197)

(hereinafter "Purchaser")

and

Actuant Corporation,
6100 North Baker Road, Milwaukee, Wisconsin 53209, USA

(hereinafter "Actuant")

Date: 22 July 2002

                                Table of Content:

List of Exhibits ..............................................................   II
Preamble ......................................................................    1
(S)1 Object of Sale ...........................................................    3
(S)2 Sale of Shares / Put Option ..............................................    4
(S)3 Purchase Price / Purchase Price Adjustment ...............................    5
(S)4 Effective Date/Closing ...................................................    8
(S)5 Guarantees ...............................................................   11
(S)6 Liability of the Shareholders for Taxes and other Public Dues ............   31
(S)7 Indemnity for Neutron Claims and Risks in Relation to Properties Sold ....   32
(S)8 Indemnity for Environmental Liability ....................................   33
(S)9 Put Option ...............................................................   36
(S)9a Claim for Reimbursement of Corporation Tax ..............................   38
(S)10 Liability of the Shareholders ...........................................   39
(S)11 Non-Compete Covenant, Use of Name .......................................   39
(S)12 Costs and Taxes .........................................................   40
(S)13 Confidentiality .........................................................   41
(S)14 Conditions Precedent, Right to Rescind ..................................   41
(S)15 Actuant's Guarantee, Discharge of the Supervisory Board/Management Board,
      Actuant's Covenant ......................................................   43
(S)16 Expert Arbitrator, Arbitration ..........................................   44
(S)17 Notices .................................................................   45
(S)18 Transfer of all Rights and Obligations out of this Agreement ............   46
(S)19 Miscellaneous ...........................................................   46

-II-

                                List of Exhibits

Exhibit 1.3.1      List of Subsidiaries

Exhibit 1.3.2      List of Participations

Exhibit 3.4        Overview of the Development of the Working Capital

Exhibit 4.2.1      Draft of the Share Transfer Agreements

Exhibit 4.2.2      Draft of the Resignation Letters of the Supervisory Board
                   Members

Exhibit 4.2.3      Draft of the Termination Agreement between Heinrich Kopp AG
                   and Horst Michaels

Exhibit 4.2.4      Draft of the Resignation Declaration of Mr. Horst Michaels

Exhibit 4.2.5      Draft of the Shareholder's Waiver in respect of Claims out of
                   the Shareholders' Agreement

Exhibit 5.1.2      Copies of the Articles of Association of the Subsidiaries

Exhibit 5.1.3      List of Business Enterprise Agreements (Unternehmensvertrage)

Exhibit 5.2.4a     List of all Pensions Obligations as per 31 December 2001

Exhibit 5.2.4b     List of Persons who obtained Pension Obligations since
                   31 December 2001
Exhibit 5.2.7      List of Sureties (Burgschaften), Guarantees, Comfort Letters
                   etc.

Exhibit 5.3.1      List of Production Sites and Real Estate

Exhibit 5.3.2a     List of Real Estate which is the Sole Property of the
                   Companies

Exhibit 5.3.2b     List of Real Estate rented

Exhibit 5.3.4      Disclosure of Certain Cases in which Buildings or other
                   Structures have not been properly maintained

Exhibit 5.3.5      List of all Real Estate Subject to Third Party Rights

Exhibit 5.3.7      List of all Public Law Charges in respect of Properties

Exhibit 5.3.9      Lease, Rental or Similar Agreements with Third Parties in
                   respect of Properties owned by the Companies

Exhibit 5.4        Known Environmental Problems and Risks

Exhibit 5.5.1      List of Product Liability Claims within the last three years

Exhibit 5.5.3a     List of the Top Ten Customers and Suppliers

Exhibit 5.5.3b     Pricing Arrangements with Customers or Suppliers which are
                   outside the Ordinary Course of Business

Exhibit 5.5.4a     List of Obligations to Purchase or Sell Minimum Quantities

                                                                           -III-

Exhibit 5.5.4b     List of Agreements pursuant to which the Companies are bound
                   to Manufacture and/or Sell a Specific Product or Product Line

Exhibit 5.6.2      List of Third Party Rights on Other Assets of the Companies

Exhibit 5.6.3      List of all Equipment Leased

Exhibit 5.6.4      Valuation Principles for Current Assets

Exhibit 5.6.6a     List of Bank Accounts with Balances as of 31 May 2002

Exhibit 5.6.6b     List of Loan Agreements and Credit Lines with Balances as per
                   31 May 2002

Exhibit 5.7.1a     List of Intellectual Property Rights

Exhibit 5.7.1b     List of License Agreements in respect of intellectual
                   property rights

Exhibit 5.7.2a     List of Third Party Rights in respect of intellectual
                   property rights

Exhibit 5.7.2b     List of Obligations to pay Royalties for intellectual
                   property rights

Exhibit 5.9.1      List of Permits and Licenses

Exhibit 5.10.1a    List of all Employees

Exhibit 5.10.1b    List of Consultancy Agreements

Exhibit 5.10.2     List of Shop Agreements (Betriebsvereinbarungen)

Exhibit 5.10.4     List of Salary Increases

Exhibit 5.11.1     List of Litigation as per the Signing Date

Exhibit 5.11.2     List of Litigation of the last two years

Exhibit 5.12.1     List of Agreements within the Kopp Group

Exhibit 5.12.2     List of Agreements between the Companies and the Shareholders

Exhibit 5.13.1     List of Material Contracts

Exhibit 5.13.2a    Disclosure in respect of Material Contracts

Exhibit 5.13.2b    Disclosure of Change of Control Clauses in Material Contracts

Exhibit 5.13.3     List of Agency Agreements

Exhibit 5.13.4     List of Insurance Agreements

Exhibit 5.14.1a    Disclosure: Disposal of Current Assets

Exhibit 5.14.1b    Disclosure: Extension of Loan Agreements

Exhibit 5.14.2     Disclosure: Extension of Loan Agreements

Exhibit 8.1.2      Copies of Environmental Reports

Preamble

The Shareholders are the sole shareholders of Heinrich Kopp AG, with its seat in Kahl am Main, registered with the Commercial Register of the Local Court of Aschaffenburg under HRB 4758 (hereinafter also referred to as "Kopp" or the "Company").

The Company develops, produces and sells electric and electronic devices, especially switch programs, low-voltage distribution assemblies and other electrical installation material. The Company operates production sites in Germany in Kahl, Hildburghausen and Ingolstadt, and -through foreign subsidiaries - in the Czech Republic and Tunisia. Distribution companies are located in Germany, Austria, Hungary and Poland.

The Company holds, directly or indirectly, 100% of the shares in Brunnquell GmbH Fabrik elektrotechnischer Apparate (Germany), Osterreichische Kopp Ges.m.b.H. (Austria), Kopp Elektrotechnika, spol. s.r.o. (Czech Republic), Magyar KOPP Kft. (Hungary), Kopp Elektrotechnika Sp. z o.o. (Poland), Profikontakt Elektrohandels GmbH, Condor Installationstechnik GmbH (Germany) and HEKO Electrotechnique S.A.R.L. (Tunisia). Finally, the Company holds a 10% interest in Indo Asian Fusegear PVT. Ltd. (India), a 26% interest in Avanti Kopp Electricals PVT. Ltd.
(India) and a 0.9% interest in,,Eiba" Societe Cooperative (Belgium). Furthermore, Osterreichische Kopp Ges.m.b.H. holds a 1.77% interest in TDZ Technologie- und Dienstleistungszentrum Rohrbach GmbH (Austria).

The Shareholders, for the purposes of finding a successor, have decided to look for a strategic partner to secure corporate success on a long-term basis and, therefore, intend to sell the majority of the shares of the Company. The Purchaser, a wholly-owned subsidiary of Actuant is interested in acquiring a majority interest in the Company. In addition, the Purchaser intends to grant a put option to certain of the Shareholders in respect of the sale of the remaining minority stake in the Company pursuant to the terms of this Agreement.

NOW, THEREFORE, the parties agree as follows:

The following terms in this Agreement shall have the following meaning, unless it is evident that something different is intended by the Parties:

"Actuant"                                         has the meaning as set forth on the cover page;

"Administrative Charges"                          has the meaning as set forth in (S) 5 subpara. 3.6;

"Aggregate Limit of Liability"                    has the meaning as set forth in (S) 5 subpara. 16.8;

"Assignee Entity"                       has the meaning as set forth in (S) 18 subpara 1;

"Closing"                               has the meaning as set forth in (S) 4 subpara. 2;

"Companies"                             has the meaning as set forth in (S) 1 subpara. 3;

"Companies' Financial Statements"       has the meaning as set forth in (S) 5 subpara. 2.1;

"Company"                               has the meaning as set forth in the Preamble;

"Competing Products"                    has the meaning as set forth in (S) 11 subpara. 1;

"Effective Date"                        has the meaning as set forth in (S) 4 subpara. 1;

"Environmental Liability"               has the meaning as set forth in (S) 8.1.1;

"Environmental Pollution"               has the meaning as set forth in (S) 8.1.3;

"Environmental Provision"               has the meaning as set forth in (S) 5 subpara. 4;

"Environmental Reports"                 has the meaning as set forth in (S) 8.1.2;

"Governmental Permission"               has the meaning as set forth in (S) 5 subpara. 9.2;

"Intellectual Property Rights"          has the meaning as set forth in (S) 5 subpara. 7.1;

"Kopp"                                  has the meaning as set forth in the Preamble;

"Kopp Group"                            has the meaning as set forth in (S) 1 subpara. 3;

"Non-Compete Covenant"                  has the meaning as set forth in (S) 11 subpara. 1;

"Option Purchase Price"                 has the meaning as set forth in (S) 9 subpara. 5;

"Option Shares"                         has the meaning as set forth in (S) 9 subpara. 1;

"Option Sellers"                        has the meaning as set forth in (S) 9 subpara 1;

"Participations"                        has the meaning as set forth in (S) 1 subpara. 3;

"Purchaser"                             has the meaning as set forth on the cover page;

"Purchase Price"             has the meaning as set forth in (S) 3 subpara. 1;

"Put Option"                 has the meaning as set forth in (S) 9 subpara. 1;

"Reference Day"              has the meaning as set forth in (S) 3 subpara. 5;

"Sellers"                    has the meaning as set forth in (S) 2 subpara 1;

"Shareholders"               has the meaning as set forth on the cover page;

"Shareholders' Agreement"    has the meaning as set forth in (S) 1 subpara. 2;

"Shares"                     has the meaning as set forth in (S) 1 subpara. 1;

"Signing Date"               means the day of the conclusion of this Sale and
                             Purchase Agreement;

"Subsidiaries"               has the meaning as set forth in (S) 1 subpara. 3;

"Territory"                  has the meaning as set forth in (S) 11 subpara. 1;

"Working Capital"            has the meaning as set forth in (S) 3 subpara. 4.

                                      (S) 1
                                 Object of Sale

1.1 The stated capital of the Company of EUR 10,000,000.00 (in words: Euro ten million) is divided into 130,500 registered ordinary shares without par value (Stuckaktien) and 43,500 registered non-voting preference shares without par value (Stuckaktien) held as follows:

---------------------------------------------------------------------------
   Shareholder        Ordinary         Preference Shares         Total
                    Shares/share
                    registration
                       number
---------------------------------------------------------------------------
 Horst Michaels       107,037 /             (none)               107,037
                         A1
---------------------------------------------------------------------------

                                                                        -4-

---------------------------------------------------------------------------

 Ute Michaels          (none)              25,679 / B2            25,679
---------------------------------------------------------------------------
 Arno Michaels          2,649 /             5,883 / B3             8,532
                         A3
---------------------------------------------------------------------------
 Bianca Michaels        2,649 /             5,883 / B4             8,532
                         A4
---------------------------------------------------------------------------
 Anni Simoneit         18,165 /             6,055 / B1            24,220
                         A2
---------------------------------------------------------------------------
    Total             130,500              43,500                174,000
---------------------------------------------------------------------------

The aforementioned shares are hereinafter collectively referred to as "Shares".

The Shares are evidenced in collective share certificates (Sammelurkunden) the registration numbers of which are as set out in the above table.

1.2 The stated share capital of the Company is fully paid in and has not been repaid. The Shares are not subject to an obligation to make an additional contribution. The Shares are the unrestricted property of the respective Shareholders and are free from any third party rights. Except for the shareholders' agreement entered into between the Shareholders dated July 13, 1992 (hereinafter "Shareholders' Agreement"), there are no contractual commitments vis-a-vis third parties with respect to the Shares, especially no rights of pre-emption, obligations to offer, voting commitments, trust, or the like. The shareholders' rights and obligations are exclusively governed by the Articles of Association, the Shareholders' Agreement and statutory provisions.

1.3 Exhibit 1.3.1 contains a complete list of all legal entities in which the Company holds more than 50% of the voting rights (hereinafter "Subsidiaries"), stating the seat of the respective subsidiary and the participation quota. Exhibit 1.3.2 contains a complete list of all other interests of the Company in other legal entities, stating the seat of the respective legal entity and the participation quota (hereinafter "Participations"). The Company and the Subsidiaries are hereinafter also referred to as "Kopp Group" or the "Companies".

(S) 2 Sale of Shares / Put Option

2.1 Horst Michaels, Arno Michaels, Bianca Michaels and Anni Simoneit (hereinafter the "Sellers") hereby sell, and the Purchaser hereby purchases, with economic effect as of the Effective Date ((S) 4 subpara. 1 of this Agreement), the following Shares, with all

rights and obligations to be derived therefrom, including the right to draw the profits pertaining to the fiscal year commencing January 1, 2002:

- Mr. Horst Michaels: all of his Shares,
- Mr. Arno Michaels: all of his Ordinary Shares,
- Ms. Bianca Michaels: all of her Ordinary Shares, and
- Ms. Anni Simoneit: all of her Shares.

2.2 With regard to all Shares held by Ute Michaels and all of the Preferred Shares held by Arno Michaels and Bianca Michaels the Purchaser grants a put option to Ute Michaels, Arno Michaels and Bianca Michaels in accordance

with the provisions set out in (S) 9 hereof.

                                 (S) 3
              Purchase Price / Purchase Price Adjustment

3.1 The purchase price for the Shares sold pursuant to(S)2 subpara. 1 shall amount to

EUR 12,199,116.00 (in words: twelve million one hundred ninety-nine thousand one hundred sixteen Euro) (hereinafter referred to as "Purchase Price").

The Purchase Price will be allocated internally between the Sellers as follows:

Mr. Horst Michaels       EUR 9,728,861.00        79.74%;
Ms. Anni Simoneit        EUR 2,017,599,00        16.54%;
Ms. Bianca Michaels      EUR 226,328.00          1.86%;and
Mr. Arno Michaels        EUR 226,328.00          1.86%.

3.2 The Purchase Price pursuant to(S)3.1 shall be due and payable as follows:

a) a partial amount of EUR 10,699,116.00 (in words: ten million six hundred ninety-nine thousand one hundred sixteen Euro) shall be paid immediately at Closing ((S) 4 subpara. 2 of this Agreement), concurrently with (Zug um Zug) the transfer of the Shares sold pursuant to (S) 2.1 to the Purchaser, at no cost or expense to the Sellers to account no. 150737000, at Dresdner Bank Aschaffenburg, banking code 79580099.

b) a partial amount of EUR 1,500,000.00 (in words: one million five hundred thousand Euro) shall be due one (1) year after Closing ((S)4 subpara. 2 of this

Agreement) and shall be transferred to the account referred to in lit.
a) at no cost or expense to the Sellers, unless the Purchaser is notified in writing of another account. The Purchaser hereby irrevocably waives its right of set-off against this claim and its right to invoke other objections or defenses, of whatever nature, against this claim, provided that there is no breach of the guarantees in (S) 5.1.1, first subparagraph, sentence 2 and second subparagraph, sentence 1. In such cases any amounts set-off or otherwise withheld shall be taken into account for the Aggregate Limit of Liability. Otherwise the Purchaser shall have no right of set-off with potential claims pursuant to (S)(S) 5, 6, 7 and/or 8 of this Agreement against the claim for payment of this partial amount of the Purchase Price or to invoke rights of retention (Zuruckbehaltungsrechte) on such basis. As a security for the payment of this partial amount the Purchaser will deliver a bank guarantee to the Sellers at Closing in accordance with (S) 4.2 lit. b).

The Sellers will allocate and distribute these amounts among themselves.

3.3 The Purchase Price pursuant to para. 3.1 shall be subject to the adjustment pursuant to (S)(S) 3.5 to 3.8 and shall be increased by such amounts which will have been paid between the Signing Date of this Agreement and the Closing (i) by the Company to IKB Bank as repayment of the IKB Bank loan dated 2 September 1998 (as amended on 6 June 2000 and 26 October 2000) (present value: EUR 4,985,096.00, next instalment of EUR 383,469.00 due and payable on 30 September 2002) as well as (ii) by Kopp Elektrotechnika, spol. s.r.o., Czech Republic, to Kopp Elektrotechnika, spol. s.r.o. (Czech Republic) as repayment of the loan of HVB Czech Republic, Prague (present value: EUR 550,000.00, next instalment of EUR 55,000.00 due and payable on 2 January 2003).

3.4 The Purchase Price pursuant to (S) 3 subpara. 1 is based on the assumption that the added, non-consolidated Working Capital (as defined below) of the Companies as per the Reference Day defined in (S) 3.5 will be between EUR 31.5 million and EUR 37.5 million. For each of the Companies the Working Capital as per the Reference Day shall be calculated as follows:

- inventories (Sec. 266 para 2 B. I. German Commercial Code), booked and accounted for in accordance with the principles pursuant to (S)5.6.4, plus
- trade accounts receivable (Sec. 266 para 2 B. II. 1. German Commercial Code), booked and accounted for in accordance with the principles

    pursuant to (S) 5.6.5, first to third sentence, less
-   trade accounts payable (Sec. 266 para 3 C. 4. German Commercial Code),
    plus

- cash etc. (Sec. 266 para 2 B. IV. German Commercial Code) and other securities (Sec. 266 para 2 B. III. 3. German Commercial Code), less
- short-term liabilities in relation to credit institutions resulting out of credit lines(included in Sec. 266 para 3 C. 2. German Commercial Code).

Details of the calculation of the Working Capital are set out in Exhibit
3.4. Exhibit 3.4 further includes an overview of the development of the Working Capital of the Companies within the first six months of the business year 2002 and the planned development for the months of July and August 2002. For the avoidance of doubt, it is hereby clarified that the repayment of the loans pursuant to (S) 4.2 lit. f) shall be disregarded for the calculation of the Working Capital if the Reference Day pursuant to (S) 3.5 occurs after the Closing.

The Sellers and the Purchaser shall jointly procure that the Working Capital of the Companies as per the Reference Day shall be determined without undue delay, in any case within 30 days following Closing. The Working Capital shall be determined on the basis of non-consolidated, non-audited management accounts of the Companies based on sum and balance lists (Summen- und Saldenlisten) as per the Reference Day without physical stock-take and by applying the same principles and methods which have been applied for the calculation of the Working Capital for the first six months of the business year 2002 (Exhibit 3.4). As of the Closing the Purchaser shall grant and shall ensure, respectively, that the Sellers have full access to the books, records and documents of the Companies, to the extent necessary to calculate the Working Capital.

3.5 If the Closing occurs until the 15/th/ of a calendar month (including the 15/th/), the Working Capital shall be determined as per the end of the previous calendar month; if the Closing occurs after the 15/th/ of a calendar month, the Working Capital shall be determined after the Closing as per the end of the then current calendar month (each referred to as "Reference Day"). In case the Reference Day occurs after Closing, the Purchaser shall be obliged to conduct the business of the Company from the Closing on until the Reference Day within the ordinary course of business. Any measures outside the ordinary course of business, such as the measures listed in (S) 5.14.2 which are taken without the consent of the Sellers, shall be disregarded for the purpose of the Working Capital calculation.

3.6 The Purchaser will procure that a draft of the Working Capital calculation will be submitted to the Sellers at the latest within 30 days following the Closing. The draft of the Working Capital calculation shall be deemed binding between the parties and the Working Capital shall be deemed Working Capital within the meaning of this Agreement if the Sellers do not object in writing to the Purchaser within 30 days following receipt of the draft Working Capital calculation and at the same time

submitting a revised calculation of the Working Capital reflecting the changes required from the point of view of the Sellers.

3.7 In case of disagreement on the draft Working Capital calculation or on any item included therein, Sellers and Purchaser will first negotiate in good faith to amicably settle the dispute between them. The Working Capital calculation agreed between the parties within such negotiation shall be deemed Working Capital within the meaning of this Agreement. In case the Sellers and the Purchaser do not reach agreement within 14 days following receipt of the objections by the Sellers, the dispute shall be referred to the expert arbitrator pursuant to (S) 16.1 of this Agreement.

3.8 If and to the extent the Working Capital as per the Reference Day - as finally determined pursuant to the terms and conditions of (S)(S) 3.4 to 3.7 and 16.1, respectively - falls short of an amount of EUR 31.5 million, the Purchase Price shall be reduced by the amount by which the actual Working Capital falls short of the amount of EUR 31.5 million. If and to the extent the Working Capital as per the Closing exceeds an amount of EUR 37.5 million, the Purchase Price shall be increased by the amount by which the actual Working Capital exceeds the amount of EUR 37.5 million.

Any amount due and payable pursuant to this (S) 3.8 by either party shall be due and payable by the respective obliged party at no cost or expense for the recipient within five (5) business days after which the calculation of the Working Capital has become final and binding pursuant to the aforementioned provisions. The Sellers will allocate and distribute this amount among themselves. In the event that the balance is owed to the Sellers, payment shall be made to the account referred to in (S) 3.2 lit.
a) and in the event that the balance is owed to the Purchaser to an account notified in writing by the Purchaser.

(S) 4 Effective Date/Closing

4.1 The economic and fiscal effective date for the transfer of the Shares sold by the Sellers pursuant to (S) 2.1 shall be the expiry of the day on which all conditions precedent pursuant to (S) 14 para 1 of this Agreement have been fulfilled ("Effective Date").

4.2 The completion of the sale of the Shares sold by the Sellers pursuant to
(S) 2.1 (hereinafter "Closing") shall take place at the latest five (5) bank working days after all conditions precedents pursuant to (S) 14 subpara. 1 have been fulfilled in the offices of Freyberg Close Brothers, Ulmenstra(beta)e 37, 60325 Frankfurt am Main, unless otherwise agreed between the parties. At Closing, the Sellers and the Purchaser shall confirm the

satisfaction of the conditions precedents defined in (S) 14 subpara. 1 for the completion of the sale of the Shares sold by the Sellers pursuant to (S) 2.1 and shall take the following measures:

a) signing of the Share Transfer Agreements for transfer of the Shares

sold pursuant to (S) 2 subpara. 1 hereof, drafts thereof are
attached as Exhibit 4.2.1 hereto, and submission of share
certificates to Purchaser concurrently with (Zug um Zug) the actions
and measures to be taken by the Purchaser pursuant to this (S) 4.2;

b) payment of the partial amount of the Purchase Price pursuant to (S) 3 subpara. 2 lit. a) and delivery of a bank guarantee of a reputable major bank to the Sellers in an amount of EUR 1,500,000.00 as security for the partial amount of the Purchase Price pursuant to (S) 3.2 lit. b) of this Agreement, due one year after Closing of this Agreement, in which the bank undertakes to pay on first demand of the Sellers. The bank guarantee shall at the minimum be valid until a point in time which is one (1) year and ten (10) banking days following the Closing;

c) delivery of a guarantee, payable on first demand, valid until 31 August 2004, by a major German bank to the Purchaser to secure potential claims of Purchaser out of and in connection with this Agreement and its consummation up to an amount of EUR 2,400,000.00 in which the bank waives its rights under (S)(S) 768, 770 et seq. BGB (German Civil Code) and the possibility of deposit (Hinterlegung);

d) execution of an agreement between the Company and Ms Anni Simoneit pursuant to which the loan of 23 April 1992/6 October 1997 granted by Ms. Simoneit to the Company (loan of DM 4,800,000.00) including accrued interest until the Closing shall be repaid on Closing;

e) execution of an agreement between the Company and the Theodor-Simoneit-Stiftung, Alzenau, pursuant to which the loan of 1 July 1992/27 November 1995 granted by the Theodor-Simoneit-Stiftung to the Company (loan of DM 1,000,000.00) including accrued interest until the Closing shall be repaid on Closing;

f) repayment of the loan granted by Ms Simoneit to the Company in the amount of DM 4,800,000.00 and the loan granted by the Theodor-Simoneit-Stiftung in the amount of DM 1,000,000.00, in both cases plus interest accrued until the Closing;

g) delivery of written declarations of the members of the supervisory board from the shareholders' side, Gert Silber-Bonz, Dr. Bernd Michaels, Dr. Reinhard Lohse and Dipl.-Ing. Horst Lettner, as attached as draft version in Exhibit 4.2.2, according to which the aforementioned persons irrevocably resign from their position as members of the supervisory board of the Company as of the Closing;

h) signing of a termination agreement by the Company and Mr. Horst Michaels as attached as draft in Exhibit 4.2.3, according to which Mr. Horst Michaels irrevocably resigns from his position as director and chairman of the board of directors of the Company as of the end of the day on which the Closing occurs and confirms that all rights and duties resulting from the service contract dated January 29, 1992 and the pension agreement dated January 29, 1992 are terminated as of the end of the day on which the Closing occurs and Mr. Horst Michaels irrevocably waives all of his pension claims resulting from his service contract;

i) delivery of a written declaration of Mr. Horst Michaels addressed to Osterreichische Kopp Ges.m.b.H. and HEKO Electrotechnique S.A.R.L., respectively, as attached in a draft version in Exhibit 4.2.4, according to which Mr. Michaels irrevocably resigns from his position as managing director of the afore-mentioned companies as of the Closing, and confirms that all rights and duties resulting from the service contract with HEKO Electrotechnique S.A.R.L. dated January 2, 1991 are terminated as of the Closing;

j) delivery of an agreement between the Shareholders terminating the Shareholders' Agreement at the latest with effect as of the Closing and waiver by all Shareholders of any of their rights under the Shareholders' Agreement in connection with the sale and transfer of the Shares to the Purchaser or another subsidiary of Actuant. The draft of the agreement is attached as Exhibit 4.2.5;

k) delivery to the Shareholders of a bank guarantee, payable on first demand and valid until 31 August 2003, by a reputable major bank to the Shareholders in the amount of EUR 1,395,600.00 to secure the

       Shareholders' claims resulting from (S) 9a.2 hereof;

l)     delivery of a bank guarantee, payable on first demand of the Option
       Sellers and valid until 31 October 2003, by a reputable major bank
       to the Option Sellers in the amount of EUR 2,879,337.00 to secure
       claims of the Option Sellers resulting from (S) 9 hereof;

m) delivery of a written statement by the Shareholders to the Purchaser setting forth changes which affect the guarantees in (S) 5 hereof since the Signing Date. For the avoidance of doubt, it is hereby agreed that the statement is given for information purposes only. No liability shall attach to the Shareholders solely based on the statement but only if and to the extent set forth in (S) 5 of this Agreement.

n) delivery of a notarised power of attorney pursuant to which Ute Michaels, Arno Michaels and Bianca Michaels have appointed Horst Michaels as their representative for all actions and measures as shareholders of the Company and to receive notices (such as the calling of a shareholders' meeting) on their behalf. This power of attorney shall remain in place until 31 December 2003; until then it shall be irrevocable.

(S) 5 Guarantees

The Shareholders hereby guarantee to the Purchaser with respect to the Company and, unless explicitly provided otherwise in this (S) 5, also to the Subsidiaries, within the scope defined in this Section by way of independent guarantees (selbstandige Garantieversprechen) pursuant to Sec. 311 subpara. 1 BGB (German Civil Code) that the statements set forth in (S) 5 are true and correct at the Signing Date, unless provisions explicitly refer to another time. The guarantees, contained in (S) 5.1, are also given as of the time of the Closing. Both parties confirm that they explicitly agree that the guarantees in this (S) 5 shall not be qualified as quality warranty (Beschaffenheitsgarantie) within the meaning of Sec. 276, 444 BGB (German Civil Code). With a view to missing court precedents in respect of the new Sec. 444 BGB and based on the assumption that the Shareholders would have not given any "quality guarantees" within the meaning of Sec. 444 BGB if the statutory regime would apply, the Purchaser hereby explicitly waives to invoke Sec. 444 BGB or any statutory warranty claims the Purchaser would not have pursuant to the provisions of this (S) 5.

5.1 Corporate Matters

5.1.1  The statements on the corporate and ownership structure contained in
       (S) 1 hereof and the Exhibits pertaining to (S) 1 are correct. The
       Shareholders are entitled to dispose of the Shares without any
       limitation; this guarantee is not given by Ms Ute Michaels. The
       Company is entitled to dispose of its shares in the Subsidiaries
       without any limitation and is the unrestricted sole owner of such
       shares. To the extent shares in Subsidiaries are held by other
       Subsidiaries,

                                                                       -12-

       the Subsidiaries holding the shares are entitled to dispose of these
       shares in the Subsidiaries without any limitation and the
       Subsidiaries are the unrestricted sole owners of such shares.

       The Shares and all shares in the Subsidiaries (irrespective of which
       Company of the Kopp Group holds such shares) are each free of other
       encumbrances or other rights of other Shareholders or of third
       parties including rights of preemption, option and purchase rights
       regarding the shares in the Subsidiaries. Except for the
       shareholders' agreement entered into between the Shareholders dated
       July 13, 1992 there exist no agreements or rights to acquire or
       subscribe for any of the shares or other securities of the
       Companies. Unless otherwise disclosed in the Companies' Financial
       Statements there are no other shares held by the Kopp Group in any
       other companies or any obligations to acquire such shares. The
       Shareholders do not directly or indirectly own any companies engaged
       in the Kopp Group's scope of business anywhere in the world which
       are not members of the Kopp Group and are not mentioned in (S) 1 of
       this agreement with the exception of interests in listed companies
       not exceeding an amount of 10%.

       The share capital of each of the Companies is fully paid in. Cash
       contributions have been made in full, and contributions in kind have
       been made at most up to their market value. Contributions have not
       been repaid. The parties agree that the sale of the property in
       Miltenberg in December 2001 to a real estate company owned by the
       Shareholders does not qualify for a repayment of contributions. The
       Purchase Price due from the Shareholders for the sale of the
       property in Miltenberg has been paid by netting the purchase price
       with the distribution of the anticipated partial dividend resolved
       and caused to be distributed on 28 June 2002 in the amount of EUR
       2,001,000.00.

       There are no rights of Shareholders or third parties to subscribe or
       otherwise acquire new shares in the Companies, to convert any other
       rights into shares or to require the issue of new shares. Except as
       stated otherwise in this Agreement, no dividend distribution or any
       other distributions of such kind were made with regard to periods
       after the fiscal year ending December 31, 2001 by the Company. After
       31 December 2001 no hidden distributions of profits have been made
       in respect of any of the Companies.

5.1.2  Kopp is a corporation validly incorporated and existing under the
       laws of the Federal Republic of Germany and the articles of
       association dated July 5, 2001.No shareholders' resolutions amending
       the articles of association exist that have not yet been registered
       with the Commercial Register.

                                                                       -13-

       The Subsidiaries are companies validly founded and existing under
       the respective applicable law. Exhibit 5.1.2 contains the relevant
       valid articles of association currently in force. There are no
       shareholders' resolutions amending the articles of association and
       subject to registration that have not yet been registered with the
       Commercial Register, the company register or the competent register
       under the respective applicable law.

       Insolvency proceedings or comparable proceedings pursuant to foreign
       law have not been applied for in relation to any of the companies of
       the Kopp Group by the Companies. The Shareholders are not aware of
       any pending applications filed by third parties for the commencement
       of any such insolvency or comparable proceedings abroad. None of the
       Companies of the Kopp Group is overindebted. The Purchaser is,
       however, aware that Condor Installationstechnik GmbH was
       overindebted and that the overindebtedness was eliminated as a
       result of the declaration of subordination (Rangrucktritt) made by
       the Company in March 2002.

5.1.3  Except as listed in Exhibit 5.1.3, the Companies are not party to
       control agreements, profit and loss transfer agreements, or other
       agreements between business enterprises within the meaning of (S)(S)
       291 seq. AktG (German Stock Corporation Act) or any comparable
       foreign law provisions.

5.2. Consolidated Financial Statements of the Companies, Distributions

5.2.1  The Consolidated Financial Statements of the Companies for the
       fiscal years 2000 and 2001 (hereinafter referred to as "Companies'
       Financial Statements"), with respect to the German Companies audited
       and being provided with an unlimited audit certificate by
       Rhein-Main-Treuhand GmbH
       Wirtschafts-prufungsgesellschaft/Steuerberatungsgesellschaft, in
       respect of the Austrian and Czech Companies audited and being
       provided with an unlimited audit certificate by Leitner & Leitner
       Wirtschaftsprufungsgesellschaft, in respect of the Hungarian Company
       audited and being provided with an unlimited audit certificate by
       PROXY Konyvvizsgalo es Tanacsado Kft. and in respect of the Tunesian
       Company unaudited, have been prepared in accordance with the
       respective applicable Generally Accepted Accounting Principles and
       the principles of balance sheet and valuation continuity and
       consistency. The Purchaser is, however, aware that as of 31 December
       2001 the inventories of the Companies have no longer been valued
       pursuant to the LIFO-principle in deviation from previous practice.
       The Companies' Financial Statements give a

                                                                       -14-

       true and fair view of the net worth, financial position and results
       of each of the Companies for the respective periods.

5.2.2  Except for the distributions pursuant to (S) 9a.1 no dividends have
       been paid after December 31, 2001.

5.2.3  The pension obligations of the Company vis-a-vis present or former
       directors and employees or vis-a-vis any pensioners and other third
       party were booked at their going concern value (Teilwert) by
       applying a discount rate of 6 % and recognized actuarial principles,
       and by applying the 1998 calculation guidelines of Dr. Klaus Heubeck
       (Richttafeln 1998).

5.2.4  With the exception of any severance payments (Abfertigung) pursuant
       to Austrian law Exhibit 5.2.4a contains a complete and correct list
       of all pension obligations of the Companies as of 31 December 2001
       including the names of the respective present and former directors
       and employees or pensioners or any other third parties. In respect
       of additional pension obligations coming into existence between 31
       December 2001 and Closing the names of the persons entitled are
       shown in Exhibit 5.2.4b. A valuation of these pension obligations
       can only be made in a pension valuation as of 31 December 2002.

5.2.5  The closure of the occupational pension scheme
       (Versorgungsverordnung) for new hires joining the Company after
       December 31, 1997 is valid in accordance with the shop agreement
       with the work's council of June 5, 1998. All liabilities resulting
       from the shop agreement until December 31, 2001 and being not yet
       fulfilled have been fully recorded in the Financial Statements of
       the Company as of December 31, 2001.

5.2.6  Except for liabilities incurred after December 31, 2001 all
       liabilities of the Companies (including contingent liabilities) are
       reflected in the Companies' Financial Statements as of December 31,
       2001. In particular all liabilities under the social compensation
       plan (Sozialplan) resulting from the closure of the Miltenberg site
       are fully and properly reflected in the Companies' Financial
       Statements as of December 31, 2001. The expenses in connection with
       the closure of the Miltenberg site which are not reflected in the
       Companies' Financial Statements of December 31, 2001 (disregarding
       rental payments pursuant to the rental agreement dated 28 December
       2001) will not exceed EUR 10,000.00. As of the Closing the closure
       of the Miltenberg site will have been completed, with the exception
       of the termination of the rental agreement dated 28 December 2001
       which will become effective only on 30 September 2002. After the
       Closing the Company will incur no additional costs in

                                                                       -15-


       connection with the closure of the Miltenberg site, except for costs
       resulting from (i) accrued pension liabilities for employees who
       worked in Miltenberg, (ii) rentals resulting out of the rental
       agreement dated 28 December 2001 and (iii) the electricity supply
       agreement terminated with effect as of 31 December 2002.

5.2.7  Except as listed in Exhibit 5.2.7 the Companies are not bound by any
       sureties (Burgschaften), guarantees (apart from quality or similar
       warranties), comfort letters or commitments of a similar nature in
       favour of any third party.

5.3. Production Sites and Real Estate

5.3.1  Exhibit 5.3.1 contains a complete list of all production sites and
       real estate of the Companies, including real estate not necessary
       for the business.

5.3.2  The real estate listed in Exhibit 5.3.2.a is the sole property of
       the respective company of the Kopp Group; the other places of
       business are used by the Companies on the basis of the lease
       agreements or other arrangements giving a right of use listed in
       Exhibit 5.3.2.b.

       The real estate listed in Exhibit 5.3.2a was acquired in accordance
       with the statutory provisions applicable at the time of acquisition.
       In particular, the acquisition of real estate by HEKO
       Electrotechnique S.A.R.L. was approved in advance by the Governor
       and the Central Bank of Tunisia.

5.3.3  The real property listed in Exhibits 5.3.2.a and 5.3.2.b
       (hereinafter referred to as the "Properties") comprises all the real
       properties used for the operation of the respective business by the
       Companies presently or - except of the closed Miltenberg plant -
       during the last twelve months prior to the Signing Date.

       Due to law concerning neighbours and interests of adjoining owners
       there are no obligations of the Companies to pay indemnification to
       third parties for the use of real property owned by third parties

5.3.4  Except as listed in Exhibit 5.3.4, the buildings and other
       structures of the Properties have been properly maintained until the
       Signing Date; the buildings and other structures have no substantial
       defects which would materially impair the normal continuation of the
       operations of the business as practiced in the past.

                                                                       -16-


       To the best knowledge of the Shareholders all planning, zoning and
       other governmental regulations have been complied with in connection
       with the construction and the present use of buildings on the
       Properties. In particular (and without best knowledge qualifier),

       (i)    the construction permits for the buildings erected on the
              Properties are valid and not subject to any pending or
              threatened proceedings; legally valid licenses have been
              granted for the use of all Properties situated in the Czech
              Republic;

       (ii)   the Companies are not obligated to buy land adjacent to the
              Properties which may not be used for an expansion of the
              business;

       (iii)  the Properties situated in Germany are registered by the
              authorities as an industrial or trading area pursuant to (S)
              (S) 9 and 1 subpara. 2 no. 9 of the Ordinance of the Use of
              Land of Construction Purposes (Baunutzungsverordnung) in the
              respective zoning plan; the Properties situated in Austria
              are registered as an industrial or trading area in the
              regionalplanning schemes or in the zoning plan in accordance
              with the Regional Planning Act of Upper Austria
              (Oberosterreichisches Raumordnungsgesetz); the other
              Properties situated abroad are admitted to be used for
              industrial or trading purposes in accordance with the
              relevant statutory rules (if any);

       (iv)   there is no right of any party to rescind the contract
              pursuant to which the respective company of the Kopp Group
              acquired title to the Properties;

       (v)    there are no pending disputes with any adjoining or
              neighbouring owner, in particular with respect to boundary
              walls and fences or with respect to any easement, right or
              mean of access to the Properties.

5.3.5  The Properties owned by the Companies are free of any third party
       rights or encumbrances (in particular pledges, easements, land
       charges and building rights) except for those set forth in Exhibit
       5.3.5. After the Signing Date no third party rights or encumbrances
       will be registered on such Properties with respect to which
       Purchaser has not given its explicit prior written consent.

5.3.6  Expect as reflected in the Companies Financial Statements as of
       December 31, 2001 there are currently no taxes or other
       administrative dues and fees, including development charges,
       (hereinafter jointly referred to as

                                                                       -17-


       "Administrative Charges") outstanding for payment and until the
       Closing no Administrative Charges the payment of which has been
       requested will be unpaid with respect to any of the Properties
       situated in Germany and owned by the Companies.

5.3.7  Expect as listed in Exhibit 5.3.7 the Properties owned by the
       Companies are not encumbered with construction charges (Baulasten)
       or comparable public-law charges in other jurisdictions.

5.3.8  The principal means of access to the Properties is (directly or
       indirectly over other Properties of the Companies) over public roads
       which are maintained at public expenses. The Properties situated in
       Germany enjoy the main service of water, drainage, electricity and
       (for the sites in Hildburghausen and Kaplice only) gas.

5.3.9  Except as listed in Exhibit 5.3.9 and except as required by
       encumbrances identified in Exhibit 5.3.5 there are no lease, rental
       or similar agreements pursuant to which third parties are entitled
       to the use or possession of Properties owned by the Companies or
       parts thereof or are entitled to require from the respective company
       of the Kopp Group the observance of restrictions in the use of such
       Properties or parts thereof.

5.3.10 The lease agreements listed in Exhibit 5.3.2.b are valid and binding and enforceable in accordance with their terms. The Companies have not been in breach of any major provisions of any of these lease agreements which would entitle the respective party to a termination for an important reason (Kundigung aus wichtigem Grund) nor have they received notice to this effect from the respective landlord. None of the Companies is in default with rental payments. The lease agreement dated 28 December 2001 between the Company and the Miltenberg GbR in respect of the Miltenberg site has been terminated by the Company with effect as of 30 September 2002. Until the Closing all obligations out of the lease agreement have been properly fulfilled by the parties thereto.

There are no disputes with any neighbours, in particular with respect to boundary walls and fences or with respect to any easement, right or means of access to the premises.

5.4 Environmental

The conduct of the business of the Companies does not violate material applicable environmental laws, regulations and permits (hereinafter referred to as "Environmental Provisions") in a way that the respective authorities would have the legal right to close down the business of the Companies or otherwise substantially restrict the Companies' business. To the best knowledge of the Shareholders all notices to the respective authorities have been made which are necessary for the present business operations of the Companies according to the Environmental Provisions being in force at the Signing Date.

On the Signing Date the Shareholders are not aware of environmental problems and risks in respect of the Properties, except for the ones listed in the Environmental Reports and/or in Exhibit 5.4 or referenced therein.

5.5 Products and Product Liability

5.5.1  Within the last three (3) years prior to the Signing Date there have
       been no lawsuits regarding product liabilities with a litigation
       value (Streitwert) of more than EUR 10,000.00 against any of the
       Companies. Exhibit 5.5.1 contains a complete list of all product
       liability claims against any of the companies of the Kopp Group
       within the last three (3) years prior to the Signing Date with a
       value exceeding EUR 10,000.00 in the individual case. On the Signing
       Date no product liability claims have been asserted which could
       result in a loss of any of the Companies over and above EUR
       25,000.00 in the current business year and/or the following two
       business years.

5.5.2  To the Shareholders' best knowledge all products manufactured by the
       Companies conform to applicable legal requirements and quality
       standards which at the Signing Date are in force in Germany and have
       to be observed pursuant to administrative regulations and applicable
       laws and such legal requirement and quality standards in other
       countries where the Companies are selling their products. The
       Shareholders are not aware of any product recalls pending or
       decisions by competent authorities in respect of such a recall.

5.5.3  Exhibit 5.5.3a contains a complete list of the top ten customers and
       suppliers of the Companies based on turnover in the business year
       2001.

       With the exception of measures listed in Exhibit 5.5.3b and measures
       which the Companies are contractually bound to take, none of the
       Companies have, between 1 April 2002 and the Closing, granted any
       price reductions, rebates or

                                                                       -19-

       allowances, in particular advertising expense subsidies
       (Werbekostenzuschusse), to a customer, who in the business year 2001
       has purchased goods from the Kopp Group with a value of more than
       two million Euro, or changed other major terms of the payment and
       delivery terms agreed with such customer or a supplier, provided
       always, that such measures have not been taken within the ordinary
       course of business, in particular in accordance with past practise,
       and will have a material negative effect for the business of the
       Kopp Group.

5.5.4  Except as set forth in Exhibit 5.5.4a there are no obligations for
       the Companies to purchase from their suppliers or sell to their
       customers minimum quantities. Except under the agreements listed in
       Exhibit 5.5.4b and except under agreements, in particular listing
       agreements (Listungsvereinbarungen), with DIY stores (Baumarkten) or
       similar retailers (including oral agreements), the Companies are not
       bound by any agreements providing for a fixed term or subject to a
       notice period for termination in excess of six (6) months under
       which the Companies are required to manufacture and/or offer
       specific products or product lines.

5.6. Other Assets

5.6.1  All other fixed and current assets reflected in the Companies'
       Financial Statements for the fiscal year 2001 were, as of the 31
       December 2001, the unrestricted property of the Companies and free
       from any third party rights, except for retentions of title or
       statutory liens in the ordinary course of business.

5.6.2  Except as listed in Exhibit 5.6.2 there are no liens, other security
       rights or interests or encumbrances on any of the assets of the
       Companies. Excepted are pledges and other encumbrances reflected in
       the land register, retentions of title, statutory liens or other
       security created in the ordinary course of business as security for
       obligations of the Companies and any assets which are used by the
       Companies based on valid rental or leasing agreements.

5.6.3  Exhibit 5.6.3 contains a list of all equipment (without car leasing
       contracts) leased by any company of the Kopp Group with a monthly
       rent exceeding EUR 5,000.00 in each case.

5.6.4  The current assets (Vorratsvermogen) - also during a business year -
       are accounted for based on uniform principles at historical costs
       (Anschaffungs-oder Herstellungskosten) without taking into account
       administration and sales

                                                                       -20-

       overhead costs (Verwaltungs- und Vertriebsgemeinkosten) but taking
       into account discounts as described in detail in Exhibit 5.6.4.
       During a business year these discounts are accounted for in the same
       amounts as they have been accounted for when establishing the
       Financial Statements of the Companies as per 31 December 2001.

5.6.5  Trade accounts receivable (Forderungen aus Lieferungen und
       Leistungen) are only booked, if the respective deliveries or
       services have been made by the Companies. Specific cash discounts
       (Skonto) and other cash discounts are taken into account by
       continuing the value adjustments (Wertberichtigungsbetrage) made as
       per 31 December 2001. Subsequent discounts such as boni or
       advertising expense subsidies (Werbekostenzuschusse) are accounted
       for by including the respective expenses in the profit and loss
       statement as per the end of each month the percentage share of
       turnover of which is equal to the respective percentage share before
       deduction of such expenses as shown in the Financial Statements of
       the Companies as per 31 December 2001. To the best knowledge of the
       Shareholders there are no receivables with a nominal value of more
       than EUR 50,000.00 the realization of which is in jeopardy and which
       have not been written down (including by way of lump sum adjustment
       (Pauschalwertberichtigung)).

5.6.6  Exhibit 5.6.6a includes a list of all bank accounts of the Companies
       setting out the respective balances as of 31 May 2002. Exhibit
       5.6.6b includes a list of all loan agreements and credit lines of
       the Companies and, for each loan and credit line, the amount drawn
       down by the respective Company as of 31 May 2002.

5.7 Intellectual Property

5.7.1  The Companies own the patents, trademarks, utility models, software
       including source codes and other intellectual property rights
       (hereinafter collectively referred to as "Intellectual Property
       Rights") listed in Exhibit 5.7.1.a. The Companies have entered into
       the license agreements with respect to patents, trademarks, utility
       models or other intellectual property rights listed in Exhibit
       5.7.1.b (license agreements for standard software like Microsoft
       Office are not listed).

5.7.2  Except as listed in Exhibit 5.7.1.b and 5.7.2.a all Intellectual
       Property Rights which are used or have been used in 2000 and 2002 in
       the business are owned by one company of the Kopp Group without any
       encumbrances or rights of third parties. With respect to any
       Intellectual Property Right all due and payable fees have been paid
       in full to the competent patent offices or other authorities.

To the best knowledge of the Shareholders

(i) there are no outstanding claims by third parties against any company of the Kopp Group regarding infringements of intellectual property rights;

(ii) except as listed in Exhibit 5.7.2.b there are no obligations to pay a license fee to a third party for the use of intellectual property rights;

(iii) none of the Intellectual Property Rights is the subject of any pending proceedings for opposition, cancellation, revocation or rectification;

(iv) none of the Intellectual Property Rights has been declared invalid or has been limited in any significant respect by any authority and no such proceedings are pending;

(v) the Companies do not violate any intellectual property rights of third parties. Except as disclosed in Exhibit 5.7.2.a third parties have not claimed violation vis-a-vis the Companies;

(vi) no patent has lapsed which has generated sales in the

              business year 2001 of more than EUR 100,000.00 in the
              territory for which the respective patent was protected
              (except for cases in which the patent has lapsed only as a
              result of the maximum protection period having expired).

5.7.3  To the best knowledge of the Shareholders', except for the Companies
       of the Kopp Group, no other parties have the right to use the
       trademark "Kopp" for the sale of electrical products in the
       countries in which the Companies sell the products manufactured by
       them at the Signing Date. The Purchaser is however aware that Indo
       Kopp Limited and Avanti Kopp Electricals PVT Ltd. have the right to
       use the name "Kopp" as part of their company name and that these
       companies are currently selling electrical products under their
       respective company name in India.

5.8. Taxes and Social Security Contributions

The Companies have duly and timely filed complete and correct tax returns and returns regarding social security contributions or will file such returns until Closing. All taxes, social security contributions and other public dues (including impositions pursuant to Austrian law (Vorschreibungen), charges, interest, fines and other amounts associated

therewith) which are due or caused until December 31, 2001 have either been paid or have been accrued for in the Companies' Financial Statements as of December 31, 2001.

5.9 Public Permits and Licenses

5.9.1  Exhibit 5.9.1 contains a list of all trading permissions
       (Gewerbeerlaubnis) and planning and building permissions
       (Baugenehmigungen), as well as with regard to the Companies based
       in the Czech Republic all licenses of use, of the last ten (10)
       years for each company of the Kopp Group.

5.9.2  Each of the Companies has obtained all public permits and licenses
       required for continuance of the business as currently conducted
       (hereinafter referred to as "Governmental Permissions"). The
       Companies presently operate their business in compliance with all
       Governmental Permissions and underlying legal provisions in the
       country the respective company is situated in with the exception of
       such deviations, which have no substantial adverse effects on the
       business operations of one of the Companies.

5.9.3  To the best knowledge of the Shareholders no company of the Kopp
       Group has received written notice in which (i) the retraction, the
       revocation or another termination of a Governmental Permission was
       threatened or declared or (ii) a public authority alleges that one
       of the Companies violates a provision essential for the business
       operations or a condition contained in a Governmental Provision.

5.10. Employees

5.10.1 Exhibit 5.10.1.a contains a complete and accurate list of all employees employed by one of the Companies as of the Signing Date including the following data: age of employee, date of commencement of employment, special status (e.g. status of handicapped person if disclosed by the employee, maternity protection, member of or candidate for German works council), annual salary in 2001 (in case of personnel recruited after 1 January 2002 the annual salary for 2002 calculated as of today).

Exhibit 5.10.1.b contains a complete list of all consultancy agreements concluded by one of the Companies and third parties with an annual salary exceeding EUR 50,000.00 or a period of cancellation of at least six (6) months.

      5.10.2 Exhibit 5.10.2 contains a complete list of all shop agreements with
             the works council (Betriebsvereinbarungen) of the Companies being
             in force at the Signing Date.

      5.10.3 No service contract or employment agreement between any of the
             Companies and any of its directors or employees provides for any
             severance payment to be made by any of the Companies upon
             termination with a value exceeding a severance payment payable by
             operation of law or by stipulation in a social plan or in a shop
             agreement with the works council (Betriebsvereinbarung).

      5.10.4 Within a period of six month prior to the Signing Date the

             Companies have not entered into legally binding obligations for any
             increase in remuneration or benefits of their employees and they
             will not enter into such obligations prior to the Closing Date.
             Excepted are the increases and benefits disclosed in Exhibit 5.10.4
             and such obligations, which result from ordinary business
             operations and are made following the provisions of collective
             bargaining agreements (Tarifabschlusse) (in particular for the
             collective bargaining agreement of the Bayrische Metall- und
             Elektroindustrie with IG Metall) up to the amounts agreed in the
             respective collective bargaining agreement.

5.11  Litigation

      5.11.1 Except as listed in Exhibit 5.11.1 no litigation involving the
             Companies with an amount in dispute of more than EUR 10,000.00 in
             the individual case is pending or, to the best knowledge of the
             Shareholders has been threatened in writing.

      5.11.2 Exhibit 5.11.2 contains a complete list of all disputes of the last
             two years with a litigation value (Streitwert) of more than EUR
             10,000.00 in the individual case, except for dunning procedures
             (Mahnverfahren) and court actions for the recovery of payments
             (Zahlungsklagen) of the Companies against third parties.

5.12. Legal Relationships within the Companies and with the Shareholders

5.12.1 Except as listed in Exhibit 5.12.1 there are no written agreements between any of the Companies and affiliated companies. These agreements and further oral agreements between the Companies, if any, can be terminated at any time.

5.12.2 Except as listed in Exhibit 5.12.2, no legal relationships exist between one of the Companies, on the one hand, and the Shareholders or affiliated companies

of any of the Shareholders or persons related to the Shareholders, on the other hand.

5.13 Material Contracts / Agency Contracts / Insurance Contracts

5.13.1 Exhibit 5.13.1 contains a complete list of all Material Contracts binding the Companies as of the Signing Date. A Material Contract under this Agreement is any contract either (i) with a duration of more than twelve (12) months, or (ii) with which the Companies have generated a turnover in the business year 2001 in excess of EUR 500,000.00 (in words: Euro five hundred thousand). All lease agreements for real estates or offices, license agreements and cooperation or joint venture agreements of any of the Companies are considered to be Material Contracts notwithstanding their duration or value.

5.13.2 Expect as disclosed in Exhibit 5.13.2a (i) no Material Contract has been terminated by mutual agreement by any of the parties, (ii) no essential provisions of the Material Contract have been breached by any of the Companies and (iii) to the best knowledge of the Shareholders no third party breaches essential provisions of a Material Contract.

With the exception of contracts listed in Exhibit 5.13.2b no Material Contract grants to any party a right of extraordinary termination of the Material Contract in the case all shares of the Company are sold.

5.13.3 Exhibit 5.13.3 contains a complete list of all agency agreements existing as of the Signing Date binding any of the Companies.

None of the agency agreements provides for compensation claims in case of termination of such agency agreements exceeding the amount being owed by the Companies by operation of law.

5.13.4 Exhibit 5.13.4 contains a complete list of all insurance policies taken out as of the Signing Date as well as all liability insurance (except for vehicle liability insurance) which was in effect and valid during the last ten (10) years by any company of the Kopp Group (stating in each case the insurance company, risks covered and the limits). The insurance contracts taken out as of the Signing Date can not be terminated as a result of the consummation of this Agreement.

5.14. Conduct of the Business between 1 January 2002 and Closing of this Agreement

5.14.1 In the period between 1 January 2002 and the Signing Date the business activities of the Companies have been conducted within the ordinary course of business. In particular,

(i) except as listed in Exhibit 5.14.1a the assets of the Companies have not been disposed of (except current assets being sold within the ordinary course of business),

(ii) no new share capital or other similar capital has been created or issued,

(iii) except as listed in Exhibit 5.14.1b the Companies have not extended existing loan arrangements or entered into new or additional loan or financing arrangements,

(iv) the Companies have not incurred any pension obligations and/or made any variation in existing pension obligations, except to the extent required by law or contracts, and

(v) the Companies have not entered into, amended or terminated agreements, the execution, amendment or termination of which would not be within the ordinary course of business.

Excepted are in each case measures taken with the consent of the Purchaser or disclosed in this Agreement or its Exhibits.

5.14.2 In the period between Signing and Closing of this Agreement the Shareholders shall, to the extent legally permissible and possible, procure that the business activities of the Companies will be conducted within the ordinary course of business and in particular that

(i) the assets of the Companies will not be disposed of, except current assets being sold in the ordinary course of business,

(ii) no new share capital or other similar capital will be created or issued,

(iii) except as listed in Exhibit 5.14.2 the Companies will not extend existing financing arrangements or enter into new or additional financing arrangements,

(iv) the Companies will not enter into, amend or terminate any contracts if and to the extent the execution, amendment or termination would not be within the ordinary course of business,

(v) the Companies will not acquire or order current assets except in the ordinary course of business,

(vi) the Companies will not place orders for fixed assets

                    exceeding EUR 100,000.00 (Euro one hundred thousand) in each
                    individual case and/or EUR 250,000.00 (Euro two hundred
                    fifty thousand) in the aggregate,

             (vii)  except to the extent required by law or contracts the
                    Companies will not incur any pension obligations, make any
                    variation in existing pension obligations, and

             (viii) will not incur other obligations deviating from the ordinary
                    past practice.

             Excepted are in each case measures which are taken with the
             Purchaser's consent or disclosed in this Agreement or its Exhibits.

      5.14.3 The orders for traded merchandise and for raw materials,
             maintenance materials and supplies placed by the Companies after
             the Signing Date but prior to the Closing upon which delivery is to
             be made after the Closing are in compliance with ordinary
             commercial practice as regards number, price, payment and other
             terms.

      5.14.4 Binding offers or tenders made by the Companies to customers after
             the Signing Date but prior to the Closing as well as orders placed
             by customers or suppliers of the Companies prior to Closing of this
             Agreement which have been accepted by the Companies and all other
             agreements in respect of finished goods which have not been
             delivered on the Closing Date shall as regards volume, pricing
             arrangements, payment terms, delivery dates and all other major
             terms and conditions comply to the business practice of the
             Companies until the Signing Date.

5.15  No Changes as a Result of the Consummation of this Agreement

      5.15.1 Solely as a result of the change of control over the Companies by
             the consummation of this Agreement no supplier of the Companies
             will have the

                                                                            -27-


             legal right of termination or to refuse fulfilment of his
             contractual obligations for the supply of the Companies and no
             license agreement, co-operation or joint venture agreement which
             any of the Companies is a party to can be terminated by third
             parties for this reason. The agreements disclosed in Exhibit
             5.13.2b are excluded.

      5.15.2 As a result of the consummation of this Agreement no investment
             grants or subsidies have to be repaid by any of the Companies.

             The terms and conditions of any grants or subsidies made available
             to any of the Companies do not contain any provisions giving the
             authorities the legal right to require repayment of any amount
             granted to the Companies except in the event that the Companies do
             not comply with the respective terms and conditions of the grant or
             subsidy. To the Shareholders' best knowledge the Companies have not
             breached any material terms and conditions of the respective grants
             and subsidies in a way that would give the respective authority the
             legal right to request repayment of the grants and/or subsidies.

5.16  Scope and other General Provisions regarding the Guarantees

      5.16.1 To the extent independent guarantees included in this Agreement are
             given to Shareholders' best knowledge, the knowledge of the current
             members of the Company's management board (Vorstand) shall be
             imputable to Shareholders. The requirement of "best knowledge"
             shall be deemed fulfilled, if any of the Shareholders or any of the
             aforementioned persons has knowledge that the relevant facts and
             circumstances are not correct, would have had such knowledge after
             having made due and proper inquiries with the respective managing
             directors (Geschaftsfuhrer) of the Subsidiaries or did not have
             such knowledge as a result of a grossly negligent (grobe
             Fahrlassigkeit) violation of his/her duties as a diligent
             businessman.

      5.16.2 In the event that any of the independent guarantees included in
             this (S) 5 should turn out not to be correct, the Purchaser shall
             have the right to request that the Shareholders, within a
             reasonable period and at the latest within 30 days from receipt of
             Purchaser's request, put the Purchaser in the position it would
             have been in if the relevant guarantee had been correct. In case
             the Shareholders do not put the Purchaser in the position pursuant
             to this Agreement or in case this is impossible, the Purchaser
             shall have the right to request damages from the Shareholders.

                                                                            -28-

      5.16.3 The Shareholders shall be liable for claims as a result of a breach
             of any of the independent guarantees pursuant to this ss. 5 only if
             each asserted claim exceeds Euro 100,000.00 and the aggregate
             amount of such claims together with any claims under (S) 8 hereof
             exceeds Euro 500,000.00. If the above-mentioned threshold is
             exceeded, any amount, including the amount of Euro 500,000.00 can
             be asserted.

      5.16.4 The Shareholders shall not be liable for claims as a result of a
             breach of any of the independent guarantees pursuant to this (S) 5
             if and to the extent

             (i)   in the Companies Financial Statements as of December 31, 2001
                   the circumstances giving rise to the breach have been
                   accounted for, including, without limitation, accruals or
                   value adjustments (including by way of lump sum adjustments
                   (Pauschalwertberichtigung)) have been made for such
                   circumstances,

            (ii)   the circumstances are insured under any of the insurance
                   policies of the Companies, and in such event only for that
                   portion which the Companies receive under an insurance policy
                   within 120 days of submission to the insurance company. If
                   and to the extent the insurance does not make payment within
                   said period the Shareholders shall only be liable to the
                   Purchaser pursuant to this (S) 5 concurrently with (Zug um
                   Zug) an assignment of the claims against the insurance
                   company to the Shareholders, or

            (iii)  the circumstances have been disclosed in this Agreement or in
                   any of its Exhibits (circumstances shall be deemed disclosed
                   not only if disclosed in the respective Exhibit to a single
                   guarantee but also if disclosed in any other Exhibit).

             Claims for breach of the guarantee pursuant to (S) 5.8 cannot be
             asserted if and to the extent such additional taxes (steuerlicher
             Mehraufwand) are equalised by future tax savings (zukunftige
             Steuerersparnisse), e.g. because of allocation to different tax
             periods, or would have been equalised in case of unchanged
             continuance of the Companies and further not if and to the extent
             the Purchaser seeks indemnification pursuant to (S) 6.

             Claims for breach of the guarantee pursuant to (S) 5.4 cannot be
             asserted if and to the extent indemnification for such breach of
             guarantee can be sought according to (S) 8.2 or could, in
             principle, be sought according to (S) 8.2, but such indemnification
             is excluded pursuant to the other terms of (S) 8.

                                                                            -29-

      5.16.5 If and to the extent third parties assert claims or threaten to
             assert claims against any of the Companies which could result in a
             breach by Shareholders of the independent guarantees pursuant to
             this (S) 5, the Shareholders and, to the extent there is insurance
             coverage for the respective claim, also the insurance of the
             Companies shall be notified in writing without undue delay. The
             Shareholders shall be given the opportunity, to the largest extent
             possible, to defend such third party claims, including by way of
             court action. Costs in connection therewith, if any, shall be
             advanced by the Shareholders. The Purchaser shall grant and shall
             ensure, respectively, that the Shareholders have full access to the
             books, records and documents of the Purchaser and the Companies,
             and assumes the obligation to use its best efforts to give the
             Shareholders access to documents of third parties (especially court
             files and administrative files) to the extent necessary or useful
             to defend claims of third parties that may lead to claims of
             Purchaser against Shareholders and/or claims of Purchaser. No
             admission of liability, settlement or other measures shall be taken
             by Purchaser and the Companies which could negatively impact the
             chances to defend the claim without the prior consent of the
             Shareholders. In case the Shareholders do not notify the Purchaser
             within a reasonable period of time set by the Purchaser that they
             want to defend the third party claim, the Purchaser or the
             respective Company shall have the right to defend the third party
             claim at its own cost. The fact that the Shareholders do not defend
             a third party claim shall not be interpreted as admission that the
             underlying circumstances qualify as a breach of the guarantees
             pursuant to this (S) 5.

             In case it turns out that that the circumstances underlying the
             asserted third party claim qualify as a breach of any of the
             independent guarantees pursuant to this ss. 5, the costs of
             defending the third party claim shall be borne by the Shareholders;
             otherwise the costs shall be borne by the Purchaser.

      5.16.6 Claims of the Purchaser pursuant to the above provisions shall
             become statute-barred two (2) years from Closing. Claims of the
             Purchaser for any breach of the independent guarantee pursuant to
             (S) 5 subpara. 4 shall become statute-barred five (5) years from
             Closing. The aforementioned statutes of limitations shall not apply
             to claims of Purchaser with respect to additional taxes,
             liabilities regarding social security contributions and other
             public dues. Such claims shall become statute-barred after
             expiration of six months following the date upon which an
             additional assessment or amended assessment by the competent
             authorities becomes final and binding.

                                                                            -30-

            The running of the limitation period shall be stopped (gehemmt)
            pursuant to Sec. 209 German Civil Code (BGB) by the Purchaser giving
            timely notice in writing of a claim to the Shareholders with
            particulars of the claim, provided always that the Purchaser
            initiates arbitration proceedings within a period of three (3)
            months after the respective written notice of claim. The provision
            of Sec. 203 German Civil Code (BGB) shall not apply, unless the
            parties agree in writing on a case by case basis that pending
            negotiations shall interrupt the limitation period.

     5.16.7 The Shareholders are themselves or through third parties which are
            bound by secrecy obligations as professionals entitled (at their own
            expense) to participate in the handling of tax field audits and
            audits with respect to social security contributions and other
            public dues covering the periods until the Closing. The Purchaser
            shall provide to Shareholders in writing with full information
            concerning any pending or current audit without undue delay, if
            possible within 14 days, and shall without undue delay notify
            Shareholders in writing of any attempt by the relevant authorities
            to make any charge (of whatever nature) or to disallow any relief or
            allowance (of any nature). The Purchaser shall procure that the
            Shareholders, to the extent necessary for them, have unrestricted
            access to the financial documents, records and other documents of
            the Companies for the period up to the Closing, and that all
            documents relating to taxes, social security contributions or other
            public dues, as well as all documents that need to be preserved
            pursuant to commercial provisions, are kept during the statutory
            preservation period.

     5.16.8 Any liability of the Shareholders pursuant to (S) 5, (S) 6, (S) 7
            and (S) 8 of this Agreement shall be limited to EUR 7,000,000.00
            (Euro seven million) ("Aggregate Limit of Liability"). On 31 July
            2003, the Aggregate Limit of Liability shall be reduced to EUR
            6,000,000.00 (Euro six million) and on 31 July 2004 to EUR
            5,000,000.00 (Euro five million). For any and all claims asserted by
            the Purchaser towards the Shareholders in writing until 31 July 2003
            or 31 July 2004 in accordance with the provisions of (S) 5.16.6,
            second paragraph (the relevant date shall be the date of receipt by
            the Shareholders), the respective higher Aggregate Limit of
            Liability valid until 31 July shall be applicable.

     5.16.9 Any claims or remedies of the Purchaser against the Shareholders,
            irrespective of their nature and legal grounds, except for claims
            and remedies explicitly granted by this (S) 5, shall, to the extent
            legally permissible, be deemed excluded and are hereby waived, in
            particular all claims resulting from breach of obligations (Sec. 280
            German Civil Code - in particular for culpa in

                                                                            -31-

            contrahendo, Sec. 311 para 2 German Civil Code), frustration of
            contract (Storung der Geschaftsgrundlage, Sec. 313 German Civil
            Code) and/or claims for reduction of the Purchase Price (Minderung).
            The right to rescind (Wandlung) and/or to withdraw from (Rucktritt)
            this Agreement is hereby specifically excluded, unless otherwise
            explicitly agreed herein or granted by a mandatory statutory law.

                                      (S) 6
          Liability of the Shareholders for Taxes and other Public Dues

6.1  The Shareholders shall indemnify the Purchaser and the Companies from all
     taxes and other public dues in respect of one of the Companies, which
     relate to periods until 31 December 2001. This indemnity shall apply
     irrespective of whether the taxes or public dues were known to the
     Shareholders or not. The indemnity shall not apply to the extent that the
     facts or events triggering the tax or public dues have resulted, will
     result or would have resulted in case of unchanged continuation of the
     Companies in an effective reduction of the tax or public due burden before
     or after 31 December 2001 (shift of taxes from one period into the other).

6.2  The tax returns of the Companies, to the extent referring to periods until
     31 December 2001, are to be made in coordination with the Shareholders and
     their advisors. The Purchaser hereby undertakes to notify the Shareholders
     without undue delay, if possible within 14 days, of claims for payment of
     additional taxes or public dues and of all other actions and measures of
     the tax authorities or social security authorities
     (Sozialversicherungstrager) which could affect potential rights/obligations
     of the Shareholders pursuant to this (S) 6. A breach by Purchaser of the
     undertaking to notify the Shareholders shall not affect justified claims of
     the Purchaser pursuant to this (S) 6, if as a result of the breach
     objections or defenses of the Shareholders vis-a-vis tax and social
     security authorities are not limited. In particular, the Purchaser shall
     ensure that the Shareholders are notified in writing within 14 days of the
     announcement or beginning of tax field audits (steuerliche
     Au(beta)enprufungen) and field audits of social security authorities and
     shall give the Shareholders and/or Shareholders' advisors the opportunity
     to participate in all such audits relating to periods until the 31 December
     2001.

     Any actions, whether court actions or not, and any declarations to the tax
     authorities and/or social security authorities by the Purchaser also in
     respect of periods until 31 December 2001 shall only be filed/made with the
     prior consent of the Shareholders, to the extent potential rights and/or
     obligations of Shareholders pursuant to this (S) 6 may be affected. Any
     such consent shall not be unreasonably withheld. If as a result of

                                                                            -32-

     a field audit or otherwise there are payment claims for periods until 31
     December 2001, including without limitation for wage tax and social
     security contributions, the Purchaser shall be entitled to agree on a lump
     sum payment of such taxes or contributions only with the consent of the
     Shareholders. The consent to such lump sum payments shall be given by the
     Shareholders if a due and diligent business man would agree to such lump
     sum payments. If the Shareholders agree to such lump sum payments, the
     obligation of the Shareholders to indemnify and hold the Purchaser or the
     respective Companies harmless includes the aggregate amount payable based
     on such lump sum calculations.

6.3  The provisions of (S)(S) 5.16.4, 5.16.5, 5.16.6, 5.16.7 and 5.16.8 shall
     apply mutatis mutandis, but not (S) 5.16.3 and (S) 5.16.6 first sentence.
     All claims pursuant to this (S) 6 shall, together with all claims pursuant
     to (S) 5, (S) 7 and (S) 8, in the aggregate, be limited to the Aggregate
     Limit of Liability pursuant to (S) 5.16.8.

                                      (S) 7
      Indemnity for Neutron Claims and Risks in Relation to Properties Sold

7.1  The Shareholders shall indemnify and hold the Purchaser and the Companies
     harmless from all claims of Neutron Mikroelektronik GmbH, Maybachstrasse
     17, 63456 Hanau resulting out of and in connection with the development and
     manufacturing agreement (Entwicklungs- und Fertigungsvertrag) between
     Neutron Mikroelektronik GmbH and the Company dated 11 November 1997 and all
     other claims of Neutron Mikroelektronik GmbH in relation to the development
     of new circuits, including court costs and attorney's fees up to the
     statutory amounts in Germany. There shall only be an obligation to
     indemnify and hold harmless to the extent a claim made by Neutron
     Mikroelektronik GmbH exceeds the amount accrued by the Company at the
     Signing Date in relation to the claims of Neutron Mikroelektronik GmbH (EUR
     30,677.51).

7.2  The Shareholders shall indemnify and hold the Purchaser and the Companies
     harmless for a period of ten (10) years as of Closing from all claims,
     obligations and liabilities in relation to properties the use of which was
     abandoned by the Companies prior to Closing. In particular, this shall
     apply to the former operating site in Miltenberg.

     The Purchaser shall procure that the Companies assign and transfer to the
     Shareholders any claims against insurance companies, if any, in connection
     with circumstances that result in an obligation of the Shareholders to
     indemnify pursuant to this (S) 7.2 (including without limitation for
     pollution of soil and groundwater) and further that the Companies, at the
     costs of the Shareholders, will use their best efforts to assist the
     Shareholders in pursuing such insurance claims.

                                                                            -33-

7.3  The provisions of (S)(S) 5.16.4 (i), 5.16.5 and 5.16.8 shall apply mutatis
     mutandis. Any claims pursuant to this (S) 7 shall become time barred three
     months after the claims of Neutron Mikroelektronik GmbH or other third
     parties have become time barred and shall together with all claims pursuant
     to (S) 5, (S) 6 and (S) 8, in the aggregate, be limited to the Aggregate
     Limit of Liability pursuant to (S) 5.16.8.

                                      (S) 8
                      Indemnity for Environmental Liability

8.1  For the purposes of this (S) 8 the term "Environmental Liability",
     "Environmental Reports" and "Environmental Pollution" shall have the
     following meaning:

     8.1.1  "Environmental Liability" means all costs and expenses - which are
            not only internal costs and expenses - incurred by the entities
            indemnified pursuant to this (S) 8 which are necessary to comply
            with final and binding orders of authorities or courts (including
            those based upon third party claims under private law) to clean up
            an Environmental Pollution or all costs and expenses - which are not
            only internal costs and expenses - which are required to remedy or
            prevent an immediate danger to the well-being or health of human
            beings caused by Environmental Pollution. Environmental Liability
            does not include lost profits or other consequential loss, in
            particular as a result of interruptions of business.

     8.1.2  "Environmental Reports" means the environmental risk assessments of
            buildings, sealing of surface, soil and ground water prepared by
            Institut fur Angewandte Geologie und Umweltanalytik Brehm regarding
            the Kopp sites in Kahl, Hildburghausen, Kaplice and Aigen, all dated
            May 14, 2002 as well as the 2nd Report on Soil Contamination
            regarding the Brunnquell site in Ingolstadt, prepared by Harress
            Pickel Consult and dated February 25, 2002. Copies of the
            Environmental Reports are attached as Exhibit 8.1.2.

     8.1.3  "Environmental Pollution" means all contamination of soil, soil-air,
            ground water or buildings which was caused prior to the Closing and
            could cause hazards or material disadvantages or material annoyance
            for the individual or the general public, in particular

            a)     dangerous alterations to the soil within the meaning of
                   Section 2 para. 3 of the Federal Soil Protection Act
                   (Bundes-Bodenschutzgesetz), and thus all impairments to the
                   functions of the soil which could cause

                                                                            -34-

                   hazards or material disadvantages or material annoyances for
                   the individual or the general public;

            b)     residual contamination within the meaning of Section 2 para.
                   5 of the Federal Soil Protection Act and thus both closed
                   waste removal facilities and other real estate upon which
                   waste has been treated, stored or deposited (former storage),
                   and real estate of closed facilities and other real estate
                   upon which environmentally hazardous materials were handled,
                   with the exception of facilities, the shutting down of which
                   requires approval pursuant to the Nuclear Energy Act (former
                   plants), through which hazardous alterations to the soil or
                   other dangers for the individual or the general public are
                   caused.

8.2  The Shareholders shall indemnify the Purchaser and the Companies for a
     period of five (5) years from the Closing within the framework of the other
     provisions of this (S) 8 against all Environmental Liability.

8.3  There shall be no obligation to indemnify and hold harmless, if and to the
     extent

     8.3.1  the Environmental Liability relates to Environmental Pollution which
            was caused after the Closing or Environmental Pollution which was
            caused prior to the Closing but aggravated by the Purchaser and/or
            the Companies after Closing by negligence on the part of the
            Companies. The determination whether or not Environmental Pollution
            was caused prior to or after the Closing or aggravated after the
            Closing shall be made - to the extent possible -on the basis of the
            Environmental Reports. The burden of proof for the fact that any
            Environmental Pollution was caused prior to the Closing shall be
            borne by the Purchaser. The burden of proof for the fact that any
            Environmental Pollution caused prior to the Closing was increased
            after the Closing by negligence on the part of the Purchaser and/or
            the Companies shall be borne by the Shareholders. To avoid any cases
            of doubt, it is hereby clarified that the Shareholders shall also be
            responsible pursuant to the terms and conditions of this (S) 8 (in
            particular (S) 8 subpara. 3) to indemnify the Purchaser and the
            Companies for any such Environmental Liability based upon
            Environmental Pollution already mentioned in the Environmental
            Reports as potential risks ("A","B" and "C" risks);

     8.3.2  the respective Environmental Liability results from inspections or
            preparation and exploration measures conducted after the Closing
            outside the ordinary course of business of the relevant Company. The
            Environmental Liability

                                                                            -35-

            resulting from inspections or measures conducted within the ordinary
            course of business of the relevant Company shall not be excluded;

     8.3.3  the respective Environmental Liability is the result of a change of
            existing or the adoption of new laws after the Closing;

     8.3.4  the respective Environmental Liability is the result of a material
            change in the use of the Properties of the Companies with the effect
            that the Property concerned is no longer used for industrial or
            trading purposes;

     8.3.5  only third parties (except for insurance companies in which case (S)
            8.3.6 shall apply) are liable for the Environmental Liability by
            virtue of a non-appealable official order, final and binding court
            judgment or any other enforceable title (settlement, etc.) without
            such third parties having any right of recourse against the
            Purchaser and/or the Companies after the assertion of claims. In
            case third parties are liable in addition to the Companies, the
            Purchaser may assert its claims against the Shareholders pursuant to
            (S) 8.2 only concurrently with (Zug um Zug) the assignment of
            potential recourse claims against such third parties;

     8.3.6  the respective Environmental Liability is covered by an insurance
            policy and the insurance company effects payment within 120 days
            from notification of the damage. If the insurance company has not
            effected payment upon expiration of the aforementioned period, the
            Purchaser may assert its claims against the Shareholders under (S) 8
            subpara. 2 only concurrently with (Zug um Zug) the assignment of the
            respective claims against the insurance company to the Shareholders;
            or

     8.3.7  the Companies stop conducting business or Properties or buildings on
            such Properties are abandoned by the Companies. This limitation
            shall not apply to the sites in Hildburghausen and Ingolstadt.

     Moreover, (S) 5.16.4 (i) and (ii) shall apply mutatis mutandis. The general
     duty to mitigate shall remain unaffected.

8.4  As soon as any of the entities indemnified becomes aware of any
     circumstances which could give rise to an obligation of the Shareholders to
     indemnify pursuant to this (S)8, the Purchaser shall be obliged to inform
     the Shareholders of all circumstances and to coordinate all measures with
     the Shareholders; this includes the right of access to the respective
     Properties and to review all records, to the extent necessary for a
     reasonable review by the Shareholders.

                                                                            -36-

     In the event the Purchaser and the Shareholders can not agree on the
     measures to be taken within 14 days following receipt of the notice by the
     Shareholders, the Shareholders shall have the right to defend orders of
     authorities or third party claims at its own expense, including by way of
     court action. The provisions of (S)5.16.5 shall apply mutatis mutandis.

8.5  Claims for indemnification pursuant to this (S)8 can only be asserted if
     the respective Environmental Liability exceeds an amount of EUR 100,000.00
     and the aggregate amount of all existing Environmental Liabilities together
     with any claims arising under (S) 5 exceeds an amount of EUR 500,000.00. If
     the threshold of EUR 500,000.00 is exceeded, any amount, including the
     amount of EUR 500,000.00 can be asserted. Any claims pursuant to this (S) 8
     shall together with all claims pursuant to (S)5, (S)6 and (S)7, in the
     aggregate, be limited to the Aggregate Limit of Liability pursuant to
     (S)5.16.8.

                                      (S)9
                                   Put Option

9.1  Subject to the condition precedent that the Closing of the Share Sale and
     Purchase Agreement pursuant to(S)4.2 occurs the Purchaser, by way of an
     otherwise unconditional and irrevocable offer, hereby grants the option to
     Ms. Ute Michaels, Ms. Bianca Michaels and Mr. Arno Michaels (hereinafter
     referred to as "Option Sellers") to sell the preferred Shares referred to
     in (S)2.2. (the "Option Shares") to the Purchaser in accordance with the
     further provisions of this (S)9 (the "Put Option").

9.2  The Put Option can be exercised at the earliest on 1 October 2003 and at
     the latest on 31 December 2004 by written declaration of the Option Sellers
     to the Purchaser. The Put Option can only be exercised jointly and in the
     same way by the Option Sellers.

9.3  The Put Option shall be deemed to have been effectively exercised upon
     receipt by the Purchaser. The Purchaser shall send the Option Sellers a
     written acknowledgement of receipt of the exercise of the Put Option. The
     transfer of the Option Shares will be effected concurrently with (Zug um
     Zug) the payment of the Option Purchase Price on the basis of a share
     transfer agreement in accordance with the draft attached hereto as Exhibit
     4.2.1.

9.4  The purchase price for the Option Shares shall amount to EUR 2,879,337.00
     (in words: two million eight hundred seventy-nine thousand three hundred
     thirty-seven Euro) (the "Option Purchase Price") and shall be due and
     payable within five (5) banking days from receipt of the exercise of the
     Put Option concurrently with (Zug um Zug) the transfer of the Option
     Shares; payment shall be made at no cost or expense to

                                                                            -37-

     the Option Sellers to the account no. 150737000 at Dresdner Bank
     Aschaffenburg, banking code 79580099.

     The Option Purchase Price will be allocated internally between the Option
     Sellers as follows:

     Ms. Ute Michaels           EUR        1,974,589.00        68.58%;
     Mr. Arno Michaels          EUR          452,374,00        15.71%; and
     Ms. Bianca Michaels        EUR          452,374.00        15.71%.

The Option Sellers will allocate and distribute the Option Purchase Price among themselves. The Option Purchase Price shall be fixed and non-adjustable.

The Purchaser hereby irrevocably waives its right of set-off (Aufrechung) against this claim and its right to invoke other objections (Einwendungen) or defenses (Einreden), of whatever nature, against the claim for payment of the Option Purchase Price provided that there is no breach of the guarantees in (S) 9.7. In such cases any amounts set-off or otherwise withheld shall be taken into account for the Aggregate Limit of Liability. The Purchaser shall, in particular, have no right of set-off with potential claims pursuant to (S)(S)5, 6, 7 and/or 8 of this Agreement against the claim for payment of the Option Purchase Price or to invoke rights of retention (Zuruckbehaltungsrechte) against such claim.

9.5 As a security for the payment of the Option Purchase Price the Purchaser shall, at the Closing ((S)4 subpara. 2 lit. l) hereof), deliver a bank guarantee, payable on first written demand of the Option Sellers and valid until 31 October 2003, of a reputable major bank in the amount of EUR 2,879,337.00. The Option Sellers shall reimburse the Purchaser for the costs of the bank guarantee up to a maximum amount of EUR 57,586.00 (equal to 2% of the amount of the bank guarantee). Payment shall be made concurrently with the payment of the Option Purchase Price and against delivery of written evidence of the costs of the bank guarantee.

9.6 The sale of the Option Shares shall also comprise the right to draw all profits which have not been distributed until the exercise of the Put Option.

9.7 The Option Sellers hereby guarantee by way of an independent guarantee (selbstandiges Garantieversprechen) pursuant to Sec. 311 para. 1 BGB (German Civil Code) with effect as of the day of the transfer in rem of the Option Shares to the Purchaser that they are the sole owners of the Option Shares and that the Option Shares are free of any third party rights. Further warranties and/or guarantees, as per the date of transfer of the Option Shares, are not assumed, irrespective of the legal

basis, nature and substance thereof. The provisions set out in (S)5 sentences 3 and 4 and (S)5.16.9 shall apply mutatis mutandis also to the sale of the Option Shares.

As a consideration for the granting of the Put Option the Option Sellers have, however, already hereby given the guarantees pursuant to (S)5 and have agreed to the obligations to indemnify the Purchase pursuant to (S)(S)6, 7, and 8.

9.8 The Option Sellers hereby declare their agreement to change Sec. 5 para 3 sentence 2 of the articles of association of the Company to the effect that also the pledging of or granting of other encumbrances over shares of the Company shall require the approval of the Company.

(S)9a Claim for Reimbursement of Corporation Tax

9a.1 In the Shareholders' Meeting of the Company of 28 June 2002 the Shareholders have resolved on the distribution of an anticipated partial dividend (Abschlagsdividende) in the amount of EUR 2,001,000.00 out of the profits for the business year 2001. This amount has already been dividended out. Prior to the Closing the Shareholders will pass a further resolution on the distribution of a further (partial) dividend in the amount EUR 6,168,300.00 and cause the Company to distribute this amount to the Shareholders. Therefore, until the Closing an aggregate amount of EUR 8,169,300.00 will have been distributed to the Shareholders as dividend out of the profits for the business year 2001.

9a.2 In addition to the Purchase Price pursuant to (S)3 (as adjusted pursuant to (S)3.4 - 3.5) and in addition to the Option Purchase Price payable in case of the exercise of the Put Option, if any, the Purchaser shall pay to the Shareholders as a compensation for the Company's claim for reimbursement of corporation tax (Korperschaftssteuerer-stattungsanspruch) resulting from the distributions pursuant to (S)9a.1 above an amount as is equal to the Company's claim for reimbursement of corporation tax. This amount shall bear interest as of 1 March 2003 at a rate of 6% p.a. and shall be due and payable on 31 July 2003 including accrued interest. The parties expect that as a result of the distributions pursuant to (S)9a.1 the Companies will have a claim for reimbursement of corporation tax in an amount of EUR 1,361,550.00.

The Shareholders hereby instruct the Purchaser to transfer the amount payable pursuant to this (S) 9a.2 to the account referred to in (S)3.2 unless the Shareholders notify the Purchaser of any other account in writing five (5) banking days prior to the due date. The Shareholders will allocate and distribute this amount among themselves. As

a security for payment of this amount, the Purchaser will provide a bank guarantee of a reputable major bank to the Shareholders at Closing in accordance with the provisions set out in (S)4 subpara. 2 lit. k).

The Purchaser hereby undertakes, as of the Closing until the date of payment of the amount pursuant to this (S)9a.2, not to take any measures which could jeopardize the claim for reimbursement of corporation tax, in particular not to waive such claim.

9a.3 The Purchaser hereby irrevocably waives its right of set-off (Aufrechung) against the claim pursuant to (S)9a.2, if and to the extent such claim has come into existence pursuant to (S)9a.1, and its right to invoke other objections (Einwendungen) or defenses (Einreden), of whatever nature, against this claim. The Purchaser shall, in particular, have no right of set-off with potential claims pursuant to (S)(S)5, 6, 7 and/or 8 of this Agreement against a claim that has come into existence pursuant to (S)9a.2 or to invoke rights of retention (Zuruckbehaltungsrechte) against such claim.

(S)10 Liability of the Shareholders

With respect to all liabilities resulting from this Agreement, the Shareholders shall be jointly and severally (gesamtschuldnerisch) liable.

(S)11 Non-Compete Covenant, Use of Name

11.1 For a period of 3 (three) years following the Closing, the Shareholders hereby covenant not to, whether directly or indirectly, manufacture or distribute products or otherwise assist in the manufacturing or distribution of products (e.g. by transfer of know-how or rendering consultancy services) within Europe, USA and Tunesia (hereinafter the "Territory") which directly or indirectly compete with the products manufactured and/or distributed by the Companies on the Closing and during the 12 months prior to the Closing (such products are hereinafter referred to as the "Competing Products" and this covenant by the Shareholders is hereinafter referred to as "Non-Compete Covenant"). During the term of the Non-Compete Covenant Shareholders shall also refrain from, whether directly or indirectly,

(i) acquiring or owning a direct or indirect ownership interest in enterprises which manufacture or distribute, or otherwise support the manufacturing or distribution of the Competing Products within the Territory;

(ii) taking other actions which would interfere with any contractual or customer relationship of the Companies in the Territory or otherwise intentionally interfere with the business of the Companies in the Territory.

11.2 In each case of a violation of the Non-Compete Covenant by Shareholders, the respective Shareholder violating the Non-Compete Covenant shall be obligated to pay to the Purchaser a contractual penalty (Vertragsstrafe) in the amount of Euro 250,000.00 (Euro two hundred fifty thousand). Should the Shareholders violating the Non-Compete Covenant despite a written warning of the Purchaser continue the violation, the Shareholders in violation shall pay for each month during part of which the violation is continuing a further contractual penalty in the amount of Euro 100,000.00 (Euro one hundred thousand). Sec. 343 BGB (German Civil Code) shall remain unaffected.

In addition to the contractual penalty Purchaser has the right to seek injunctive relief in the event of a violation of the Non-Compete Covenant and to assert claims for damages against the violating Shareholders in excess of the amount of the contractual penalty.

11.3 The Non-Compete Covenant pursuant to this (S) 11 shall, however, not restrict Shareholders from owning or acquiring an interest in publicly traded entities not exceeding 10%.

11.4 The Shareholders hereby agree that the Kopp Group may continue to use the name "Kopp". After the Closing Shareholders shall refrain from using, directly or indirectly, any trade name or component thereof presently being used by the Kopp Group, including but not limited to, "Kopp", "Brunnquell", "Profikontakt", "Condor" and "HEKO".

(S)12 Costs and Taxes

12.1 Each party shall bear its own costs and expenses that have been or will be incurred by it in connection with the preparation and conclusion of this Agreement, including the costs of its respective advisors.

12.2 The costs of this Agreement and its completion, especially any registration costs, as well as costs in connection with required antitrust approvals, shall be borne by Purchaser.

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12.3 Any taxes, especially any taxes on capital gains, shall be borne by such party realising such capital gain.

12.4 Real estate transfer tax triggered as a result of the consummation of this Agreement, if any, shall be borne by the Purchaser.

(S)13 Confidentiality

13.1 All parties mutually undertake to keep the content of this Agreement, in particular the Purchase Price, secret and confidential vis-a-vis third parties. This shall not apply to the extent a party is forced to disclose the same by statutory provisions, administrative decree or stock exchange rules. Even in such cases, the parties shall, however, inform each other prior to such disclosure and shall limit the same to the minimum required.

13.2 The Shareholders shall not disclose confidential information relating to the business of the Companies, unless such information is or becomes publicly known, is disclosed to the Shareholders from third parties (provided that such a third party is not a person who has worked for any of the companies in which Kopp held a majority interest during the last five years prior to the Closing) or is required to be disclosed by the Shareholders to a court or governmental authority.

13.3 Press releases shall be mutually agreed between the parties in advance. The same applies with respect to announcements and declarations of the Purchaser vis-a-vis employees, customers, suppliers or other business partners of the Kopp Group prior to Closing. After the signing of this Agreement and the publication of the press release both parties shall however have the right to make declarations to the press or other third parties without the consent of the respective other party, provided that the content of this Agreement is not disclosed. (S) 13.1 shall in any case remain unaffected.

(S)14 Conditions Precedent, Right to Rescind

14.1 The Closing of this Agreement pursuant to (S)4 shall be subject to the following conditions precedent:

14.1.1 the Company having approved the transfer of all shares in the Company to the Purchaser or any other subsidiary of Actuant pursuant to (S)5 subpara. 3 of the Articles of Association of the Company;

14.1.2 the competent court having approved the sale of the shares in the Company by Anni Simoneit; and

14.1.3 (i) the Federal Cartel Office having cleared the transaction or the time limits to prohibit the transaction having expired without prohibition and (ii) the Austrian Cartel Court having cleared the transaction, the time limits to prohibit the transaction having expired without prohibition or the Cartel Court having notified that the review procedure has been aborted (eingestellt) or that no review will be conducted;

The parties shall confirm in writing on the Closing Date that the above conditions have been fulfilled and/or waived (to the extent legally permissible).

14.2 The Purchaser and the Shareholders (the latter ones only jointly) shall be entitled to rescind this Agreement in writing if any of the conditions precedent set forth above in (S)14.1 have not been met by 31 October 2002 or such other date the parties may mutually agree to in writing.

14.3 If any circumstances arise between the Signing Date and the Closing of this Agreement which would have constituted a breach of the independent guarantees under (S)5 hereof if the guarantees had been provided as of the Closing resulting in a Material Adverse Impact on the Companies' Business Operations and such circumstances and the Adverse Impact continue to exist at the Closing, the Purchaser shall be entitled to rescind this Agreement until the Closing by written notice to the Shareholders. The right of rescission shall expire upon the Closing of this Agreement.

A "Material Adverse Impact on the Companies' Business Operations" within the meaning of this (S)14 subpara. 3 shall mean any impairment which has (not: might have) substantial adverse effects for the business operations of the Kopp Group as a whole so that the Purchaser cannot be reasonably expected to be bound to this Agreement. A Material Adverse Impact on the Companies' Business Operations shall, however, in any event, be found to exist only if the impairment - on balance - results in any loss, expenses or other liabilities of (i) the relevant Company concerned in an amount in excess of EUR 1,000,000.00 and (ii) the Kopp Group in an aggregate amount in excess of EUR 2,500,000.00.

If the parties fail to come to an agreement on the Closing Date with regard to the question of whether or not any impairment of the Companies' business is to be considered a Material Adverse Impact within the meaning of this (S)14 subpara. 3 and/or whether such impairment continues to exist at the Closing, the expert arbitrator

shall make a decision in accordance with (S) 16 subpara. 1 hereof. The expert arbitrator shall make a decision as soon as possible, but in any case within ten working days. The decision shall be binding upon the parties. In addition, (S)16 subpara. 1 shall apply mutatis mutandis.

14.4 In the event of a rescission pursuant to (S)14 subparas. 2 or 3 above the provisions of this Agreement shall become null and void, with the exception however of the provisions as to costs and taxes ((S)12) and confidentiality ((S) 13) which shall continue to apply. In case of rescission, neither the Shareholders nor Purchaser shall have any claims of whatever nature against each other as a result of the recession, in particular no claims resulting from breach of obligations (Sec. 280 German Civil Code, in particular not in the cases of Sec. 311 para 2 German Civil Code - culpa in contrahendo) or frustration of contract (Storung der Geschaftsgrundlage, Sec. 313 German Civil Code).

(S)15 Actuant's Guarantee, Discharge of the Supervisory Board/Management Board, Actuant's Covenant

15.1 Actuant hereby guarantees to all or any of the Sellers the payment of the Purchase Price pursuant to (S)(S) 3.1, 3.2 and 3.3, the payment of any adjusted Purchase Price pursuant to (S) 3.8 by the Purchaser and the fulfilment of all other payment obligations of the Company on the Closing resulting out of the agreements to be executed on the Closing pursuant to (S)4 subpara. 2. This guarantee shall expire upon the complete payment of the guaranteed amounts by the Purchaser or the Company.

15.2 The Purchaser shall procure that the members of the supervisory board from the shareholders' side who have resigned from their office with effect as of the Closing and Mr. Michaels as member of the management board of the Company shall be discharged (entlasten) within the next ordinary shareholders' meeting of the Company. The discharge (Entlastung) for the activities from 1 January 2002 until the Closing shall be resolved at the latest as part of the ordinary shareholders' meeting for the year 2003. The same shall apply mutatis mutandis for discharging (entlasten) Mr. Michaels as managing director/member of a management board of other Companies of the Kopp Group. Actuant hereby covenants that the Purchaser duly and properly fulfils all obligations pursuant to this Agreement which are not primarily payment obligations.

(S)16
Expert Arbitrator, Arbitration

16.1 If the parties fail to reach an agreement within the period set out in (S)3 subpara. 7 with respect to the draft Working Capital calculation, upon notice by either party, a public accountant nominated by the Chamber of Chartered Accountants (Wirtschafts-pruferkammer), Dusseldorf, shall be appointed as expert, whose determination of the disputed matter shall be binding and final among the parties. The parties shall be given an opportunity to present their views and opinions to the expert in writing or orally and to respond to the opinions of the respective other party in writing. The expert shall comment on any submissions made by the parties.

The expert shall be given any information requested orally and in writing and shall be granted access to any books, documents and papers of the Companies if and to the extent considered by him to be required to determine the Working Capital. Any consultants and representatives of the Companies bound by professional secrecy shall be released from such secrecy obligation if and to the extent considered by the expert to be required and shall further provide oral as well as written information.

The expert shall be bound by the arrangements set out herein and the Exhibits hereto. The expert shall be instructed to, authorised to and shall, if necessary, adjust the draft Working Capital calculation so as to comply with his decision. The draft Working Capital calculation as determined by the expert, whether as initially drafted or amended, shall constitute the final Working Capital calculation for the purposes of this Agreement.

Costs and expenses of the expert shall be advanced by the parties upon first demand in equal instalments and shall be borne by them upon conclusion of the procedure, in accordance with their success therein. On the basis of these principles, the expert shall ultimately decide on the allocation of his costs at his reasonable discretion. This shall not address the own costs of the parties and the costs of their advisors, which the parties shall bear themselves in any event.

16.2 All disputes arising out of and in connection with this Agreement, unless subject to the expert arbitrator's decision pursuant to (S) 16 subpara. 1 above, or its validity shall be finally settled by an arbitration panel pursuant to the rules and provisions of an arbitration agreement to be entered into between the parties separately and simultaneously herewith.

(s)17
Notices

Notices in connection with this Agreement shall be addressed and sent to the parties in writing and deemed to be served if delivered as follows:

a. if to one or more of the Shareholders, Sellers and/or Option Sellers solely to:
Mr. Horst Michaels:
Tulpenweg 13
63755 Alzenau

with a copy to:

Freshfields Bruckhaus Deringer
Dr. Axel Epe
Freiligrathstr. 1
40479 Dusseldorf

b. if to the Purchaser to:
Andrew G. Lampereur
Chief Financial Officer
Actuant Corporation
6100 North Baker Road
Milwaukee, WI 53209
U.S.A.

with a copy to:
Anthony W. Asmuth III, Esq.
Quarles & Brady LLP
411 East Wisconsin Avenue Suite 2040 Milwaukee, Wisconsin 53202-4497
U.S.A.

and:
Bernd Thalmann, LL.M.
Mayer, Brown, Rowe & Maw Gaedertz
Bockenheimer Landstrasse 98-100
60323 Frankfurt am Main

or to such addresses any of the above addressees shall designate by written notice to the other addressees. The parties agree that Mr. Michaels shall act as representative (Handlungs- und

Zustellungsbevollmachtigter also in arbitration proceedings) for the Shareholders, Sellers and/or Option Sellers and that Mr. Michaels can appoint an authorized representative with address in Germany at any time he sees fit for all Shareholders, Sellers and/or Option Sellers.

                                      (s)18
          Transfer of all Rights and Obligations out of this Agreement

18.1  The Purchaser shall be entitled to transfer all rights and obligations
      resulting out of this Agreement and all agreements executed in
      consummation of this Agreement by way of transfer of contract
      (Vertragsubernahme) in its entirety to a, whether directly or indirectly,
      wholly owned subsidiary of Actuant (the "Assignee Entity"), subject to the
      condition that the Assignee Entity declares to the Shareholders in writing
      to assume all rights and obligations of the Purchaser out of this
      Agreement and the arbitration agreement of even date by way of transfer of
      contract (Vertragsubernahme). The Purchaser shall have this right prior
      and after Closing, in the latter case, however, only if at the same time
      all of the shares in the Company acquired in consummation of this
      Agreement are also transferred to the Assignee Entity. The Shareholders
      already hereby consent to the transfer of contract provided for in this
      (s)18.1.

18.2  Any obligations of Actuant out of this Agreement, including without
      limitation pursuant to (s)15, shall remain unaffected by a transfer of
      contract (Vertragsubernahme) pursuant to (s)18.1. Any guarantees,
      covenants etc. which Actuant has given in this Agreement in relation to
      obligations of the Purchaser, shall after a transfer of contract refer to
      the obligations assigned by the Assignee Entity pursuant to (s)18.1
      without any further declarations required.

                                      (s)19
                                 Miscellaneous

19.1  This Agreement is subject to, and shall be governed by, the laws of
      Germany, excluding, however, the provisions of German international
      private law.

19.2  Amendments and alterations to this Agreement have to be in writing, unless
      notarisation is required. This shall also apply to a waiver of the written
      form.

19.3  If any provisions of this Agreement should be or become invalid, or if
      this Agreement does not address any specific situation, all other
      provisions of this Agreement shall not be affected thereby. Instead of
      such invalid provision, or in order to provide a provision to fill the
      gap, such provision shall be deemed to have been agreed upon that,

                                                                            -47-

      as close as legally possible, complies with the purpose and intent of the
      parties with the invalid provision, especially with respect to any measure
      of performance, time or period provided therein, or which reflects what
      the parties would have agreed upon if they had considered such situation.

19.4. The Exhibits to this Agreement, as well as all amendments and alterations
      to this Agreement, constitute an integral part of this Agreement. Any
      reference to this Agreement includes all Exhibits, alterations and
      amendments thereto.

19.5  This Agreement has been executed in a German and an English version. In
      case of discrepancies between the German and the English version, the
      German version shall prevail. Where in the English version a German term
      has been inserted in brackets it alone shall be authoritative for the
      purpose of the interpretation of the relevant English term in this
      Agreement.

19.6  Mr. Horst Michaels and Ms. Ute Michaels hereby consent to each other to
      the entering into this Agreement pursuant to Sec. 1365 German Civil Code
      (BGB).

[Signature page of the Share Sale and Purchase and Option Agreement dated 22 July 2002]

Frankfurt, this 22 day of July 2002

/s/ Horst Michaels
-----------------------------
(Horst Michaels)


/s/ Anni Simoneit
-----------------------------
(Anni Simoneit)
by Dr. Frank Heerstraben based on power of attorney dated 12 July 2002


/s/ Arno Michaels
-----------------------------
(Arno Michaels)
Based on Power of Attorney dated 20-6-2002


/s/ Bianca Michaels
-----------------------------
(Bianca Michaels)


/s/ Ute Michaels
-----------------------------
(Ute Michaels)
Based on Power of Attorney dated 17-7-2002

Applied Power Holding GmbH
by:

/s/ B. Thalmann
-----------------------------
(B. Thalmann)
Based on Power of Attorney dated July 17, 2002

Actuant Corporation
by:

/s/ G.H.P. Boel
-----------------------------
Based on Power of Attorney dated 17-7-2002

Exhibit 10.33

ACTUANT CORPORATION

CHANGE IN CONTROL AGREEMENT
FOR
WILLIAM BLACKMORE

This Agreement is made as of November 15, 2002 (the "Effective Date"), between Actuant Corporation (the "Corporation"), a Wisconsin corporation and William Blackmore (the "Executive").

WHEREAS, the Executive is a valued employee of the Corporation; and

WHEREAS, the Corporation desires to enter into this Change in Control Agreement with the Executive to provide the Executive with contractual assurances to induce the Executive to remain as an employee of the Corporation notwithstanding the possibility, threat or occurrence of a Change in Control (as defined below) of the Corporation.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Executive and the Corporation agree as follows:

1. Employment and Duties. The Corporation hereby employs Executive as Vice-President, Engineered Solutions - Americas, with all powers and authority as are customary to this position, and Executive hereby accepts employment with the Corporation in accordance with the terms and conditions set forth herein. Executive shall have such executive responsibilities as is customary with this position and as the Corporation's Board of Directors or the President (as the case may be) shall from time to time assign to him. Executive agrees to devote his full time (excluding annual vacation time), skill, knowledge, and attention to the business of the Corporation and the performance of his duties under this Agreement.

2. Termination, Bonus, and Severance Pay.

a. As used in this Agreement, a Change in Control means:

(i) a sale of over 50% of the stock of the Corporation measured in terms of voting power, other than in a public offering; or

(ii) the sale by the Corporation of over 50% of its business or assets in one or more transactions over a consecutive 12-month period; or

(iii) a merger or consolidation of the Corporation with or into any other corporation or corporations such that the shareholders of the Corporation prior to the merger or consolidation do not own at least 50% of the surviving entity measured in terms of voting power; or

(iv) the acquisition by any means of more than 25% of the voting power or common stock of the Corporation by any person or group of persons

(with group defined by the definitions under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended); or

(v) the election of directors constituting a majority of the Corporation's board of directors pursuant to a proxy solicitation not recommended by the Corporation's board of directors.

b. As used in this Agreement, a Triggering Event means:

(i) (a) reducing the base salary paid to the Executive or (b) a material reduction in Executive's bonus opportunity or (c) reducing the total aggregate value of the fringe benefits received by the Executive from the levels received by the Executive at the time of a Change in Control or during the 180 day period immediately preceding the Change in Control; or

(ii) a material change in the Executive's position or duties or the Executive's reporting responsibilities from the levels existing at the time of a Change in Control or during the 180 day period immediately preceding the Change in Control; or

(iii) a change in the location or headquarters where the Executive is normally expected to provide services to a location of 40 or more miles from the previous location existing at the time of the Change in Control or during the 180 day period immediately preceding the Change in Control.

c. If the Corporation terminates Executive's employment within the period beginning six months prior to a Change in Control and ending 24 months following a Change in Control or Executive voluntarily terminates his services following a Triggering Event that occurs within 24 months following the date of a Change in Control, the Corporation shall pay to the Executive a lump sum equal to the sum of (a) the amount of the highest per annum base rate of salary in effect with respect to the Executive during the two-year period immediately prior to the termination of employment plus
(b) the amount of the highest annual bonus or incentive compensation earned by the Executive under any cash bonus or incentive compensation plan of the Corporation during the three complete fiscal years of the Corporation immediately preceding the termination of employment. Such lump sum shall be paid by the Corporation to the Executive within twenty days after the Executive's termination of employment. In addition, the Corporation, at the Corporation's cost, shall continue to provide Executive with the welfare benefits and other perquisites Executive was receiving at the time of the Change in Control for a period of one year following Executive's termination of employment or such earlier date as Executive becomes employed by another employer and becomes eligible for welfare benefits. For purposes hereof, perquisites will include the Executive's right to lease a car or a car allowance, as the case may be.

d. Notwithstanding any provision herein, no amounts will be due under this Agreement in the event the Executive's employment is terminated by the Corporation for cause. The term "for cause" shall mean solely the following events:

(i) Executive has been convicted of a felony which has adversely affected the Corporation's reputation;

(ii) Executive has materially misappropriated the Corporation's funds, property or opportunities; or

(iii) Executive has materially breached any of the provisions of this Agreement after having been provided by written notice a reasonable opportunity (not less than 15 business days) to cure such breach.

3. Certain Additional Payments by the Corporation.

a. In the event it shall be determined that the severance benefits payable to Executive under this Agreement or any other payments or benefits received or to be received by the Executive (whether payable pursuant to the terms of this Agreement, any other plan, agreement or arrangement) (the "Payments") would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment"). The Gross-Up Payment shall be in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and excise tax imposed on the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

b. Subject to the provisions of paragraph c. of this Section 3, all determinations required to be made under this Section 3, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm designated by the Executive (the "Accounting Firm"), which shall provide detailed supporting calculations both to the Corporation and the Executive within twenty business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Corporation. All fees and expenses of the Accounting Firm shall be borne solely by the Corporation. Any Gross-Up Payment, as determined pursuant to this Section 3, shall be paid by the Corporation to the Executive within five days of the receipt of the Accounting Firm's determination. Any determination by the Accounting Firm shall be binding upon the Corporation and the Executive. As a result of the uncertainty in the application of
Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Corporation should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Corporation exhausts its remedies pursuant to paragraph c. of this Section 3 and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred

and any such Underpayment shall be promptly paid by the Corporation to or for the benefit of Executive.

c. The Executive shall notify the Corporation in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Corporation of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after the Executive is informed in writing of such claim and shall describe the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty-day period following the date on which he gives such notice to the Corporation (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Corporation notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall:

(i) give the Corporation any information reasonably requested by the Corporation relating to such claim,

(ii) take such action in connection with contesting such claim as the Corporation shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Corporation,

(iii) cooperate with the Corporation in good faith in order effectively to contest such claim, and

(iv) permit the Corporation to participate in any proceedings relating to such claim;

provided, however, that the Corporation shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this paragraph c. of Section 3, the Corporation shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Corporation shall determine; provided, however, that if the Corporation directs the Executive to pay such claim and sue for a refund, the Corporation shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided, further, that any extension of the statute of

limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Corporation's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

d. If, after the receipt by the Executive of an amount advanced by the Corporation pursuant to paragraph c. of this Section 3, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Corporation's complying with the requirements of paragraph c. of this Section 3) promptly pay to the Corporation the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If after the receipt by the Executive of an amount advanced by the Corporation pursuant to paragraph c. of this Section 3, a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Corporation does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

4. Confidential Information. As a supplement to any other confidentiality provisions applicable to the Executive, Executive acknowledges that all Confidential Information is and shall continue to be the exclusive proprietary property of the Corporation, whether or not disclosed to or entrusted to the custody of Executive. Executive will not, either during the term hereof or at any time thereafter, disclose any Confidential Information, in whole or in part, to any person or entity other than to employees or affiliates of the Corporation, for any reason or purpose, unless the Corporation gives its prior written consent to such disclosure. Executive also will not, either during the term hereof or at any time thereafter, use in any manner any Confidential Information for his own purposes or for the benefit of any person or entity except the Corporation and its affiliates whether such use consists of duplication, removal, oral communication, disclosure, transfer or other unauthorized use thereof, unless the Corporation gives its prior written consent to such use. As used herein, the term "Confidential Information" refers to all information and materials not in the public domain belonging to, used by or in the business of the Corporation (the "Business") relating to its business strategies, products, pricing, customers, technology, programs, costs, employee compensation, marketing plans, developmental plans, computer programs, computer systems, inventions, developments, formulae, processes, designs, drawings, trade secrets of every kind and character and competitive information. "Confidential Information" also includes confidential information belonging to other companies and disclosed to the Executive by the Corporation.

5. Non-competition and Inventions.

a. During the period of employment of Executive and for a period of one year after Executive's termination of employment for any reason, Executive shall not directly or indirectly as a principal, agent, owner, employee, consultant, advisor, trustee,

beneficiary, distributor, partner, co-venturer, officer, director, stockholder or in any other capacity, nor will any entity owned by Executive:

(i) divert or attempt to divert any business from the Corporation or engage in any act likely to cause any customer or supplier of the Corporation to discontinue or curtail its business with the Corporation or to do business with another entity, firm, business, activity or enterprise directly or indirectly competitive with the Corporation; or

(ii) contact, sell or solicit to sell or attempt to contact, sell or solicit to sell products competitive to those sold by the Corporation to any customer of the Corporation with which Executive had contact while performing services for the Corporation; or

(iii) solicit or attempt to solicit any employee of the Corporation for employment or retention.

Notwithstanding the provisions above, Executive may acquire securities of any entity the securities of which are publicly traded, provided that the value of the securities of such entity held directly or indirectly by Executive immediately following such acquisition is less than 5% of the total value of the then outstanding class or type of securities acquired.

b. Executive acknowledges and agrees that the restrictions set forth in this Section 5 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the Corporation. If, in any judicial proceeding, a court shall refuse to enforce any separate covenant set forth herein, then such unenforceable covenant shall be deemed eliminated from this Section 4 for the purpose of that proceeding to the extent necessary to permit the remaining separate covenants to be enforced.

c. The Executive hereby sells, transfers and assigns to the Corporation the entire right, title and interest of the Executive in and to all inventions, ideas, disclosures and improvements, whether patented or unpatented, and copyrightable materials, made or conceived by the Executive, solely or jointly, or in whole or in part, during the period Executive is bound by this Agreement which (i) relate to methods, apparatus, designs, products, processes or devices sold, leased, used or under construction or development by the Corporation or any subsidiary or
(ii) otherwise relate to or pertain to the business, functions or operations of the Corporation or any subsidiary, or (iii) arise (wholly or partly) from the efforts of the Executive during the Term hereof in connection with his performance of his duties hereunder. The Executive shall communicate promptly and disclose to the Corporation, in such form as the Corporation requests, all information, details and data pertaining to the aforementioned inventions, ideas, disclosures and improvements; and, whether during the term hereof or thereafter, the Executive shall execute and deliver to the Corporation such formal transfers and assignments and such other papers and documents as may be required of the Executive to permit the

Corporation to file and prosecute the patent applications and, as to copyrightable material, to obtain copyright thereon. This provision does not relate to any invention for which (i) no equipment, supplies, facilities or trade secret information of the Corporation was used and which was developed entirely on the Executive's own time and which does not relate (A) directly to the business of the Corporation, or (B) to the Corporation's actual or demonstrably anticipated research or development; or (ii) does not result in any work performed by the Executive for the Corporation.

d. The provisions in this paragraph are a supplement to any other confidentiality and non-compete provisions applicable to the Executive in any other agreements.

6. Miscellaneous.

a. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

b. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive, to his address appearing on the records of the Corporation.

If to the Corporation:       Actuant Corporation
                             6100 North Baker Road
                             Milwaukee, WI 53209
                             Attention: Chairman of the Audit Committee

With a copy to:              McDermott Will & Emery
                             227 West Monroe Street
                             Chicago, IL 60606-5096
                             Attention:  Helen R. Friedli

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

c. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

d. The Corporation may withhold from any amounts payable under this Agreement such federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

e. The Executive's or the Corporation's failure to insist upon strict compliance with any provisions hereof or any other provision of this Agreement or the failure to assert any right the Executive or the Corporation may have hereunder, including, without limitation, the right of the Executive to terminate employment for cause pursuant to this Agreement, shall not be deemed to be a waiver of such provision or right of any other provision or right of this Agreement.

f. The Executive and the Corporation acknowledge that, except as may otherwise be provided herein or under any other written agreement between the Executive and the Corporation, the employment of the Executive by the Corporation is "at will" and the Executive's employment may be terminated by the Corporation at any time.

g. The Corporation agrees that if it breaches any payment obligation hereunder, the Corporation will pay all reasonable attorney fees and costs incurred by Executive in enforcing Executive's rights hereunder.

h. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

i. If the Corporation sells, leases, exchanges or otherwise disposes of, in a single transaction or series of related transactions, all or substantially all of its property and assets, or if the Corporation ceases to exist as a separate entity as a result of a merger, spin-off, reorganization or otherwise, then the Corporation will, as a condition precedent to any such transaction, cause effective provision to be made so that the person or entity acquiring such property and assets or succeeding to the business of the Corporation as the surviving entity of a merger, spin-off, reorganization or otherwise, as applicable, becomes bound by, and replaces the Corporation under, this Agreement.

7. Injunctive Relief. Executive acknowledges and agrees that irreparable injury will result to the Corporation in the event Executive breaches any covenant contained in this Agreement and that the remedy at law for such breach will be inadequate. Therefore, if Executive engages in any act in violation of the provisions of this Agreement, the Corporation shall be entitled, in addition to such other remedies and damages as may be available to it by law or under this Agreement, to injunctive or other equitable relief to enforce the provisions hereof.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

Actuant Corporation

By: /s/  Robert C. Arzbaecher
    -------------------------
         Robert C. Arzbaecher




    /s/ William S. Blackmore
    -------------------------
        William S. Blackmore

Exhibit 10.34

ACTUANT CORPORATION

CHANGE IN CONTROL AGREEMENT
FOR
RONALD WIECZOREK

This Agreement is made as of November 8, 2002 (the "Effective Date"), between Actuant Corporation (the "Corporation"), a Wisconsin corporation and Ronald Wieczorek (the "Executive").

WHEREAS, the Executive is a valued employee of the Corporation; and

WHEREAS, the Corporation desires to enter into this Change in Control Agreement with the Executive to provide the Executive with contractual assurances to induce the Executive to remain as an employee of the Corporation notwithstanding the possibility, threat or occurrence of a Change in Control (as defined below) of the Corporation.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Executive and the Corporation agree as follows:

1. Employment and Duties. The Corporation hereby employs Executive as Vice-President, Human Resources, with all powers and authority as are customary to this position, and Executive hereby accepts employment with the Corporation in accordance with the terms and conditions set forth herein. Executive shall have such executive responsibilities as is customary with this position and as the Corporation's Board of Directors or the President (as the case may be) shall from time to time assign to him. Executive agrees to devote his full time (excluding annual vacation time), skill, knowledge, and attention to the business of the Corporation and the performance of his duties under this Agreement.

2. Termination, Bonus, and Severance Pay.

a. As used in this Agreement, a Change in Control means:

(i) a sale of over 50% of the stock of the Corporation measured in terms of voting power, other than in a public offering; or

(ii) the sale by the Corporation of over 50% of its business or assets in one or more transactions over a consecutive 12-month period; or

(iii) a merger or consolidation of the Corporation with or into any other corporation or corporations such that the shareholders of the Corporation prior to the merger or consolidation do not own at least 50% of the surviving entity measured in terms of voting power; or

(iv) the acquisition by any means of more than 25% of the voting power or common stock of the Corporation by any person or group of persons

(with group defined by the definitions under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended); or

(v) the election of directors constituting a majority of the Corporation's board of directors pursuant to a proxy solicitation not recommended by the Corporation's board of directors.

b. As used in this Agreement, a Triggering Event means:

(i) (a) reducing the base salary paid to the Executive or (b) a material reduction in Executive's bonus opportunity or (c) reducing the total aggregate value of the fringe benefits received by the Executive from the levels received by the Executive at the time of a Change in Control or during the 180 day period immediately preceding the Change in Control; or

(ii) a material change in the Executive's position or duties or the Executive's reporting responsibilities from the levels existing at the time of a Change in Control or during the 180 day period immediately preceding the Change in Control; or

(iii) a change in the location or headquarters where the Executive is normally expected to provide services to a location of 40 or more miles from the previous location existing at the time of the Change in Control or during the 180 day period immediately preceding the Change in Control.

c. If the Corporation terminates Executive's employment within the period beginning six months prior to a Change in Control and ending 24 months following a Change in Control or Executive voluntarily terminates his services following a Triggering Event that occurs within 24 months following the date of a Change in Control, the Corporation shall pay to the Executive a lump sum equal to the sum of (a) the amount of the highest per annum base rate of salary in effect with respect to the Executive during the two-year period immediately prior to the termination of employment plus
(b) the amount of the highest annual bonus or incentive compensation earned by the Executive under any cash bonus or incentive compensation plan of the Corporation during the three complete fiscal years of the Corporation immediately preceding the termination of employment. Such lump sum shall be paid by the Corporation to the Executive within twenty days after the Executive's termination of employment. In addition, the Corporation, at the Corporation's cost, shall continue to provide Executive with the welfare benefits and other perquisites Executive was receiving at the time of the Change in Control for a period of one year following Executive's termination of employment or such earlier date as Executive becomes employed by another employer and becomes eligible for welfare benefits. For purposes hereof, perquisites will include the Executive's right to lease a car or a car allowance, as the case may be.

d. Notwithstanding any provision herein, no amounts will be due under this Agreement in the event the Executive's employment is terminated by the Corporation for cause. The term "for cause" shall mean solely the following events:

(i) Executive has been convicted of a felony which has adversely affected the Corporation's reputation;

(ii) Executive has materially misappropriated the Corporation's funds, property or opportunities; or

(iii) Executive has materially breached any of the provisions of this Agreement after having been provided by written notice a reasonable opportunity (not less than 15 business days) to cure such breach.

3. Certain Additional Payments by the Corporation.

a. In the event it shall be determined that the severance benefits payable to Executive under this Agreement or any other payments or benefits received or to be received by the Executive (whether payable pursuant to the terms of this Agreement, any other plan, agreement or arrangement) (the "Payments") would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment"). The Gross-Up Payment shall be in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and excise tax imposed on the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

b. Subject to the provisions of paragraph c. of this Section 3, all determinations required to be made under this Section 3, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm designated by the Executive (the "Accounting Firm"), which shall provide detailed supporting calculations both to the Corporation and the Executive within twenty business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Corporation. All fees and expenses of the Accounting Firm shall be borne solely by the Corporation. Any Gross-Up Payment, as determined pursuant to this Section 3, shall be paid by the Corporation to the Executive within five days of the receipt of the Accounting Firm's determination. Any determination by the Accounting Firm shall be binding upon the Corporation and the Executive. As a result of the uncertainty in the application of
Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Corporation should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Corporation exhausts its remedies pursuant to paragraph c. of this Section 3 and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred

and any such Underpayment shall be promptly paid by the Corporation to or for the benefit of Executive.

c. The Executive shall notify the Corporation in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Corporation of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after the Executive is informed in writing of such claim and shall describe the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty-day period following the date on which he gives such notice to the Corporation (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Corporation notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall:

(i) give the Corporation any information reasonably requested by the Corporation relating to such claim,

(ii) take such action in connection with contesting such claim as the Corporation shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Corporation,

(iii) cooperate with the Corporation in good faith in order effectively to contest such claim, and

(iv) permit the Corporation to participate in any proceedings relating to such claim;

provided, however, that the Corporation shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this paragraph c. of Section 3, the Corporation shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Corporation shall determine; provided, however, that if the Corporation directs the Executive to pay such claim and sue for a refund, the Corporation shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided, further, that any extension of the statute of

limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Corporation's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

d. If, after the receipt by the Executive of an amount advanced by the Corporation pursuant to paragraph c. of this Section 3, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Corporation's complying with the requirements of paragraph c. of this Section 3) promptly pay to the Corporation the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If after the receipt by the Executive of an amount advanced by the Corporation pursuant to paragraph c. of this Section 3, a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Corporation does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

4. Confidential Information. As a supplement to any other confidentiality provisions applicable to the Executive, Executive acknowledges that all Confidential Information is and shall continue to be the exclusive proprietary property of the Corporation, whether or not disclosed to or entrusted to the custody of Executive. Executive will not, either during the term hereof or at any time thereafter, disclose any Confidential Information, in whole or in part, to any person or entity other than to employees or affiliates of the Corporation, for any reason or purpose, unless the Corporation gives its prior written consent to such disclosure. Executive also will not, either during the term hereof or at any time thereafter, use in any manner any Confidential Information for his own purposes or for the benefit of any person or entity except the Corporation and its affiliates whether such use consists of duplication, removal, oral communication, disclosure, transfer or other unauthorized use thereof, unless the Corporation gives its prior written consent to such use. As used herein, the term "Confidential Information" refers to all information and materials not in the public domain belonging to, used by or in the business of the Corporation (the "Business") relating to its business strategies, products, pricing, customers, technology, programs, costs, employee compensation, marketing plans, developmental plans, computer programs, computer systems, inventions, developments, formulae, processes, designs, drawings, trade secrets of every kind and character and competitive information. "Confidential Information" also includes confidential information belonging to other companies and disclosed to the Executive by the Corporation.

5. Non-competition and Inventions.

a. During the period of employment of Executive and for a period of one year after Executive's termination of employment for any reason, Executive shall not directly or indirectly as a principal, agent, owner, employee, consultant, advisor, trustee,

beneficiary, distributor, partner, co-venturer, officer, director, stockholder or in any other capacity, nor will any entity owned by Executive:

(i) divert or attempt to divert any business from the Corporation or engage in any act likely to cause any customer or supplier of the Corporation to discontinue or curtail its business with the Corporation or to do business with another entity, firm, business, activity or enterprise directly or indirectly competitive with the Corporation; or

(ii) contact, sell or solicit to sell or attempt to contact, sell or solicit to sell products competitive to those sold by the Corporation to any customer of the Corporation with which Executive had contact while performing services for the Corporation; or

(iii) solicit or attempt to solicit any employee of the Corporation for employment or retention.

Notwithstanding the provisions above, Executive may acquire securities of any entity the securities of which are publicly traded, provided that the value of the securities of such entity held directly or indirectly by Executive immediately following such acquisition is less than 5% of the total value of the then outstanding class or type of securities acquired.

b. Executive acknowledges and agrees that the restrictions set forth in this Section 5 are founded on valuable consideration and are reasonable in duration and geographic area in view of the circumstances under which this Agreement is executed and that such restrictions are necessary to protect the legitimate interests of the Corporation. If, in any judicial proceeding, a court shall refuse to enforce any separate covenant set forth herein, then such unenforceable covenant shall be deemed eliminated from this Section 4 for the purpose of that proceeding to the extent necessary to permit the remaining separate covenants to be enforced.

c. The Executive hereby sells, transfers and assigns to the Corporation the entire right, title and interest of the Executive in and to all inventions, ideas, disclosures and improvements, whether patented or unpatented, and copyrightable materials, made or conceived by the Executive, solely or jointly, or in whole or in part, during the period Executive is bound by this Agreement which (i) relate to methods, apparatus, designs, products, processes or devices sold, leased, used or under construction or development by the Corporation or any subsidiary or
(ii) otherwise relate to or pertain to the business, functions or operations of the Corporation or any subsidiary, or (iii) arise (wholly or partly) from the efforts of the Executive during the Term hereof in connection with his performance of his duties hereunder. The Executive shall communicate promptly and disclose to the Corporation, in such form as the Corporation requests, all information, details and data pertaining to the aforementioned inventions, ideas, disclosures and improvements; and, whether during the term hereof or thereafter, the Executive shall execute and deliver to the Corporation such formal transfers and assignments and such other papers and documents as may be required of the Executive to permit the

Corporation to file and prosecute the patent applications and, as to copyrightable material, to obtain copyright thereon. This provision does not relate to any invention for which (i) no equipment, supplies, facilities or trade secret information of the Corporation was used and which was developed entirely on the Executive's own time and which does not relate (A) directly to the business of the Corporation, or (B) to the Corporation's actual or demonstrably anticipated research or development; or (ii) does not result in any work performed by the Executive for the Corporation.

d. The provisions in this paragraph are a supplement to any other confidentiality and non-compete provisions applicable to the Executive in any other agreements.

6. Miscellaneous.

a. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

b. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive, to his address appearing on the records of the Corporation.

If to the Corporation:           Actuant Corporation
                                 6100 North Baker Road
                                 Milwaukee, WI 53209
                                 Attention: Chairman of the Audit Committee

With a copy to:                  McDermott Will & Emery
                                 227 West Monroe Street
                                 Chicago, IL 60606-5096
                                 Attention:  Helen R. Friedli

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

c. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

d. The Corporation may withhold from any amounts payable under this Agreement such federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

e. The Executive's or the Corporation's failure to insist upon strict compliance with any provisions hereof or any other provision of this Agreement or the failure to assert any right the Executive or the Corporation may have hereunder, including, without limitation, the right of the Executive to terminate employment for cause pursuant to this Agreement, shall not be deemed to be a waiver of such provision or right of any other provision or right of this Agreement.

f. The Executive and the Corporation acknowledge that, except as may otherwise be provided herein or under any other written agreement between the Executive and the Corporation, the employment of the Executive by the Corporation is "at will" and the Executive's employment may be terminated by the Corporation at any time.

g. The Corporation agrees that if it breaches any payment obligation hereunder, the Corporation will pay all reasonable attorney fees and costs incurred by Executive in enforcing Executive's rights hereunder.

h. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

i. If the Corporation sells, leases, exchanges or otherwise disposes of, in a single transaction or series of related transactions, all or substantially all of its property and assets, or if the Corporation ceases to exist as a separate entity as a result of a merger, spin-off, reorganization or otherwise, then the Corporation will, as a condition precedent to any such transaction, cause effective provision to be made so that the person or entity acquiring such property and assets or succeeding to the business of the Corporation as the surviving entity of a merger, spin-off, reorganization or otherwise, as applicable, becomes bound by, and replaces the Corporation under, this Agreement.

7. Injunctive Relief. Executive acknowledges and agrees that irreparable injury will result to the Corporation in the event Executive breaches any covenant contained in this Agreement and that the remedy at law for such breach will be inadequate. Therefore, if Executive engages in any act in violation of the provisions of this Agreement, the Corporation shall be entitled, in addition to such other remedies and damages as may be available to it by law or under this Agreement, to injunctive or other equitable relief to enforce the provisions hereof.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

Actuant Corporation

By: /s/ Robert C. Arzbaecher
    -------------------------
    Robert C. Arzbaecher


    /s/ Ronald P. Wieczorek
    -----------------------
    Ronald P. Wieczorek

Exhibit 10.35

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT ("Agreement") is made and entered into as of ______________, 200__ by and among Actuant Corporation, a Wisconsin corporation (the "Company"), and ____________________, a director and/or officer of the Company (the "Indemnitee").

RECITALS

WHEREAS, damages sought against directors and officers in shareholder or similar litigation may be substantial, and the costs of defending such actions, and of judgments in favor of plaintiffs or of settlement therewith, may be prohibitive for individual directors and officers, without regard to the merits of a particular action and without regard to the culpability of, or the receipt of improper personal benefit by, any named director or officer; and

WHEREAS, the long period of time which may elapse before final disposition of such litigation may impose undue hardship and burden on a director or officer or his estate in maintaining a proper and adequate defense of himself or his estate against claims for damages; and

WHEREAS, the Company desires to retain the services of highly qualified individuals, to serve as directors and officers of the Company; and

WHEREAS, the Board of Directors of the Company (the "Board") has concluded that it is reasonable and prudent for the Company to enter into an agreement to indemnify in a reasonable and adequate manner the Indemnitee and to assume for itself maximum liability for expenses and damages in connection with claims lodged against Indemnitee for his decisions and actions as a director and/or officer of the Company.

NOW, THEREFORE, in consideration of the foregoing, and of other good and valuable consideration, the receipt and sufficiency of which is acknowledged by each of the parties hereto, the parties agree as follows:

ARTICLE I

DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

Section 1.1 "Board" shall mean the Board of Directors of the Company.

Section 1.2 "Change in Control" shall mean:

(i) a sale of over 50% of the stock of the Company measured in terms of voting power, other than in a public offering; or

(ii) the sale by the Company of over 50% of its business or assets in one or

more transactions over a consecutive 12-month period; or

(iii) a merger or consolidation of the Company with or into any other corporation or corporations such that the shareholders of the Company prior to the merger or consolidation do not own at least 50% of the surviving entity measured in terms of voting power; or

(iv) the acquisition by any means of more than 25% of the voting power or common stock of the Company by any person or group of persons (with group defined by the definitions under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended); or

(v) the election of directors constituting a majority of the Company's board of directors pursuant to a proxy solicitation not recommended by the Company's board of directors.

Section 1.3 "Corporate Status" shall mean the status of a person who is or was a director or officer of the Company, or a member of any committee of the Board, and the status of a person who, while a director or officer of the Company, is or was serving at the request of the Company as a director, officer, partner, trustee, member of any governing or decision-making committee, manager, employee or agent of another foreign or domestic corporation, limited liability company, partnership, joint venture, trust, or enterprise and the status of a person who, while a director or officer of the Company, is or was serving an employee benefit plan because his or her duties to the Company also impose duties on, or otherwise involve services by, the person to the plan or to participants in or beneficiaries of the plan.

Section 1.4 "Disinterested Director" shall mean a director of the Company who is not a party to the Proceeding in respect of which indemnification is being sought by the Indemnitee or a related Proceeding.

Section 1.5 "Expenses" shall mean, without limitation, all reasonable expenses incurred in connection with any Proceeding, including all fees, attorneys' fees and all other cost, charges, disbursements or expenses incurred in connection with a Proceeding.

Section 1.6 "Liabilities" shall mean all liabilities or obligations of any type whatsoever, including, without limitation, any obligation to pay a judgment, settlement, penalty, assessment, forfeiture or fine, including an excise tax with respect to an employee benefit plan, and Expenses incurred, paid or suffered in connection with any Proceeding.

Section 1.7 "Non-Indemnifiable Liabilities" shall mean Liabilities incurred because the director or officer breached or failed to perform a duty owed to the Company which breach or failure constitutes any of the following:

(i) a willful failure to deal fairly with the Company or its shareholders in connection with a matter in which the director or officer has a material conflict of interest;

(ii) a violation of criminal law, unless the director or officer had reasonable

cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful;

(iii) a transaction from which the director or officer derived an improper personal profit; or

(iv) willful misconduct.

"Non-Indemnifiable Liabilities" shall also include Liabilities for which Indemnitee has previously received indemnification from any person.

Section 1.8 "Proceeding" shall mean any threatened, pending or completed civil, criminal, administrative or investigative action, suit, arbitration, or other proceeding, whether formal or informal, which involved foreign, federal, state or local law and which is brought by or in the right of the Company or any other person, including without limitation, any proceeding involving securities regulation.

Section 1.9 "Voting Securities" shall mean any securities of the Company that are entitled to vote generally in the election of directors.

ARTICLE II

NOTICE OF PROCEEDINGS AND DEFENSE OF CLAIMS

Section 2.1 Notice of Proceedings. The Indemnitee agrees to notify the Company promptly in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder, but the Indemnitee's failure to so notify the Company shall not relieve the Company from any liability which it may have to the Indemnitee under this Agreement.

Section 2.2 Defense of Claims. The Company will be entitled to participate, at its own expense, in any Proceeding of which it has notice. The Company, jointly with any other indemnifying party similarly notified of any Proceeding, will be entitled to assume the defense of the Indemnitee therein, with counsel reasonably satisfactory to the Indemnitee, upon delivery of written notice to Indemnitee of its election to do so; provided, however, that the Company shall not be entitled to assume the defense of the Indemnitee in any Proceeding if there has been a Change in Control or if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee with respect to such Proceeding. After notice from the Company to the Indemnitee of its election to assume the defense of the Indemnitee and the retention by the Company of counsel reasonably satisfactory to Indemnitee, the Company will not be liable to the Indemnitee under this Agreement for any Expenses incurred thereafter by the Indemnitee in connection with the defense of any Proceeding, other than reasonable costs of investigation or as otherwise provided below. Notwithstanding the foregoing, the Indemnitee shall have the right to employ his own counsel in any such Proceeding if (i) the employment of counsel by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall have reasonably concluded that counsel employed by the Company may not adequately represent the Indemnitee due to a conflict of interest between the Company and the Indemnitee with respect to

such Proceeding and shall have so informed the Company; or (iii) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding or the counsel employed by the Company shall not, in fact, have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence; and in each such case the fees and expenses of the Indemnitee's counsel shall be an Expense under this Agreement and shall therefore be advanced by the Company in accordance with this Agreement.

Section 2.3 Settlement of Claims. The Company shall not settle any Proceeding in any manner which would impose any liability, penalty or limitation on the Indemnitee without the written consent of the Indemnitee; provided, however, that the Indemnitee will not unreasonably withhold or delay consent to any proposed settlement. The Company shall not be liable to indemnify the Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected by the Indemnitee without the Company's written consent, which consent shall not be unreasonably withheld or delayed.

ARTICLE III

PERIOD OF LIMITATIONS

No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee, Indemnitee's estate, spouse, heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action, such shorter period shall govern.

ARTICLE IV

INDEMNIFICATION

Section 4.1 General. In addition to the Company's specific obligations set forth below, the Company hereby agrees to indemnify the Indemnitee to the fullest extent required or permitted by the Company's Articles of Incorporation or Bylaws and by applicable law in effect on the date hereof and to such greater extent as applicable law may hereafter from time to time permit. For all matters for which the Indemnitee is entitled to indemnification under this Article IV, the Indemnitee shall be entitled to advancement of Expenses in accordance with Article V hereof. The Company's obligation to indemnify and advance Expenses pursuant to this Agreement shall apply to all Proceedings, regardless of whether the underlying events, acts or omissions occurred before or after the date hereof.

Section 4.2 Successful Defense. The Company shall indemnify Indemnitee, to the extent Indemnitee has been successful on the merits or otherwise in the defense of a Proceeding, for all Expenses incurred in a Proceeding to which Indemnitee is a party because of the Indemnitee's Corporate Status.

Section 4.3 As a Party to a Proceeding. The Company shall indemnify Indemnitee against all Liabilities, other than Non-Indemnifiable Liabilities, incurred by Indemnitee in a Proceeding to which Indemnitee is a party because of the Indemnitee's Corporate Status.

Section 4.4 Other Proceedings. Notwithstanding any other provision in this Agreement, the Company shall indemnify Indemnitee against all Liabilities incurred by Indemnitee with respect to a Proceeding either (i) as a witness in a Proceeding to which Indemnitee is not a party or (ii) as a plaintiff or petitioner because of Indemnitee's Corporate Status.

ARTICLE V

ADVANCEMENT OF EXPENSES

Upon written request by Indemnitee who is a party to a Proceeding because of the Indemnitee's Corporate Status, the Company shall advance to the Indemnitee all Expenses which are incurred by or for Indemnitee in connection with the Proceeding, as incurred, provided that the Indemnitee provides the Company with all of the following: (i) a written affirmation of Indemnitee's good faith belief that Indemnitee has not breached or failed to perform Indemnitee's duties to the Company, and (ii) a written undertaking, executed personally or on Indemnitee's behalf, to repay the advanced Expenses and, if required by the Company, to pay reasonable interest on the advanced Expenses to the extent that it is ultimately determined that indemnification of Indemnitee with respect to such Proceeding is not required nor ordered by a court of competent jurisdiction. Such undertaking shall be an unsecured, unlimited general obligation of Indemnitee and shall be accepted without reference to Indemnitee's ability to repay the advanced Expenses. The Company shall advance such Expenses within five (5) business days after the receipt by the Company of the documents to be delivered by Indemnitee pursuant to this Article. The Indemnitee hereby agrees to repay any Expenses advanced hereunder if it shall ultimately be determined that the Indemnitee is not entitled to be indemnified against such Expenses.

ARTICLE VI

PROCEDURE FOR PAYMENT OF LIABILITIES; DETERMINATION
OF RIGHT TO INDEMNIFICATION

Section 6.1 Procedure for Payment. To obtain indemnification for Liabilities under this Agreement, the Indemnitee shall submit to the Company a written request for payment, including with such request such documentation as is reasonably available to the Indemnitee and reasonably necessary to determine whether, and to what extent, the Indemnitee is entitled to indemnification and payment hereunder. The Secretary of the Company, or such other person as shall be designated by the Board of Directors, promptly upon receipt of a request for indemnification shall advise the Board of Directors, in writing, of such request. Any indemnification payment due hereunder shall be paid by the Company within ten (10) business days following a determination, pursuant to this Article VI, that such indemnification payment is proper hereunder. Any indemnification payment due under Section 4.4 shall be paid by the Company within ten (10) business days of Indemnitee's request, without need for a determination pursuant to Section 6.2.

Section 6.2 Forum for Determination. The Indemnitee shall be entitled to select from among the following means for determining Indemnitee's right to indemnification:

(i) By a majority vote of a quorum of the Board consisting of Disinterested Directors. If a quorum of Disinterested Directors cannot be obtained, by majority vote of a committee duly appointed by the Board and consisting solely of 2 or more Disinterested Directors. Directors who are not Disinterested Directors may participate in the designation of members of the committee;

(ii) By independent legal counsel selected by a quorum of the Board or its committee in the manner prescribed in (i) above or, if unable to obtain such a quorum or committee, by a majority vote of the full Board, including directors who are not Disinterested Directors;

(iii) By a panel of 3 arbitrators consisting of one arbitrator selected by those directors entitled under (ii) above to select independent legal counsel, one arbitrator selected by Indemnitee and one arbitrator selected by the 2 arbitrators previously selected;

(iv) By an affirmative vote of Voting Securities in accordance with Wisconsin law. Shares owned by, or voted under the control of, persons who are at the time parties to the same or related Proceedings, whether as plaintiffs or defendants or in any other capacity, may not be voted in making the determination; or

(v) By order of a court of competent jurisdiction.

As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee's choice of forum pursuant to this Section 6.2, the Company shall, at its own expense, submit Indemnitee's claim for indemnification and any claim the Company has with respect to Non-Indemnifiable Liabilities. The fees and expenses of the selected forum in connection with making the determination contemplated hereunder shall be paid by the Company.

Section 6.3 Expenses under this Agreement. Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all Expenses incurred by the Indemnitee in connection with any hearing or proceeding under this Article VI involving the Indemnitee if the Indemnitee is successful in such claim and against all Expenses incurred by the Indemnitee in connection with any other action between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement, if it is determined that the Indemnitee was entitled to indemnification in whole or in part thereunder.

ARTICLE VII

PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS

Section 7.1 Effect of Other Proceedings. The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of no contest

or an equivalent plea, shall not, by itself, create a presumption that indemnification is not required hereunder.

Section 7.2 Actions of Others. The knowledge and/or actions, or failure to act, of any other director, officer, agent or employee of the Company shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this Agreement.

ARTICLE VIII

INSURANCE

In the event that the Company maintains officers' and directors' or similar liability insurance to protect itself and any director or officer of the Company against any expense, liability or loss, such insurance shall cover the Indemnitee to at least the same degree as each other director and/or officer of the Company.

ARTICLE IX

MISCELLANEOUS

Section 9.1 Non-Exclusivity. The rights of the Indemnitee hereunder shall be in addition to any other rights to which the Indemnitee may at any time be entitled under any provision of law or the Articles of Incorporation or the Bylaws of the Company, as the same may be in effect from time to time, or any agreement, a vote of shareholders of the Company or a resolution of directors of the Company or otherwise, and to the extent that during the term of this Agreement the rights of the then-existing directors and officers of the Company are more favorable to such directors or officers than the rights currently provided to the Indemnitee under this Agreement, the Indemnitee shall be entitled to the full benefits of such more favorable rights. No amendment, alteration, rescission or replacement of this Agreement or any provision hereof which would in any way limit the benefits and protections afforded to an Indemnitee hereby shall be effective as to such Indemnitee with respect to any action or inaction by such Indemnitee in the Indemnitee's Corporate Status prior to such amendment, alteration, rescission or replacement.

Section 9.2 Subrogation. In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all documents required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

Section 9.3 Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) if delivered by hand, or by courier and receipted for by the party to whom said notice or other communication shall have been directed at the time indicated on such receipt; or (ii) if by U.S. certified or registered mail, with postage prepaid, on the third business day after the date on which it is so mailed:

If to the Indemnitee, as shown with the Indemnitee's signature below.

If to the Company, to:

Actuant Corporation
6100 North Baker Road
Milwaukee, WI 53209
Attention: Secretary

or to such other address as may have been furnished to the Indemnitee by the Company or to the Company by the Indemnitee, as the case may be.

Section 9.4 Governing Law. The parties agree that this Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of Wisconsin, without application of the conflict of laws principles thereof.

Section 9.5 Binding Effect. Except as otherwise provided in this Agreement, this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their heirs, executors, administrators, successors, legal representatives and permitted assigns. The Company shall require any successor or assignee (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of its respective assets or business, by written agreement in form and substance reasonably satisfactory to the Indemnitee, to assume and agree to be bound by and to perform this Agreement in the same manner and to the same extent as the Company would be required to perform absent such succession or assignment. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as an executive officer, director, employee, agent or other representative of the Company.

Section 9.6 Waiver. No termination, cancellation, modification, amendment, deletion, addition or other change in this Agreement, or any provision hereof, or waiver of any right or remedy herein, shall be effective for any purpose unless specifically set forth in a writing signed by the party or parties to be bound thereby. The waiver of any right or remedy with respect to any occurrence on one occasion shall not be deemed a waiver of such right or remedy with respect to such occurrence on any other occasion.

Section 9.7 Entire Agreement. This Agreement, constitutes the entire agreement and understanding among the parties hereto in reference to the subject matter hereof; provided, however, that the parties acknowledge and agree that the Bylaws of the Company contain provisions on the subject matter hereof and that this Agreement is not intended to, and does not, limit the rights or obligations of the parties hereto pursuant to such Bylaws.

Section 9.8 Titles. The titles to the articles and sections of this Agreement are inserted for convenience of reference only and should not be deemed a part hereof or affect the construction or interpretation of any provisions hereof.

Section 9.9 Severability. Every provision of this Agreement is severable. In the event that the invalidity or any term or provision (including any provision within a single section, paragraph or section) is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining terms and provisions shall remain enforceable to the fullest extent

permitted by law. Furthermore, to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of this Agreement containing any provision held to be invalid, void or otherwise unenforceable, that is not itself invalid, void or otherwise enforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

Section 9.10 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together constitute one agreement binding on all the parties hereto.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

ACTUANT CORPORATION

INDEMNITEE