BEI TECHNOLOGIES INC
DEVELOPMENT AND SUPPLY AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>p14206_ex10-1.txt
<DESCRIPTION>DEVELOPMENT AND SUPPLY AGREEMENT
<TEXT>



                        DEVELOPMENT AND SUPPLY AGREEMENT

                                       FOR

                                       [*]

                              CLUSTER 2001 ASSEMBLY

                                     BETWEEN

                         CONTINENTAL TEVES AG & CO. oHG

                                       AND

                        SYSTRON DONNER INERTIAL DIVISION




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                        DEVELOPMENT AND SUPPLY AGREEMENT

         THIS DEVELOPMENT AND SUPPLY AGREEMENT  (hereinafter  referred to as the
"Agreement") is made and entered into as of the date the last signature below is
affixed (hereinafter, the "Effective Date"), by and between CONTINENTAL TEVES AG
& CO. oHG, a corporation  having its offices in Frankfurt,  Federal  Republic of
Germany  existing under the laws of Germany  ("CT") and SYSTRON DONNER  INERTIAL
DIVISION, a division of BEI Sensors & Systems Company,  Inc., having its offices
in  Concord,  California  and  existing  under the laws of the State of Delaware
("SDID").

                                    RECITALS

         WHEREAS,  SDID has  developed an  Automotive  Quartz Rate Sensor (AQRS)
based upon micromachined quartz and offered the same to CT;

         WHEREAS,  SDID has, at its own cost,  adapted  the AQRS to  incorporate
additional [*] as required by the customers of CT;

         WHEREAS,  SDID has developed an [*] and incorporated it into said AQRS,
giving the component the specifications identified on Attachment 1.

         WHEREAS,  CT and SDID believe that SDID can produce a Cluster  Assembly
to accommodate CT's customer  schedules,  capacity demand,  improved  production
yield and unit production  cost, CT agrees to contract with SDID to expedite the
development,   integration,  and  release  of  a  Cluster  Assembly  product.  A
development plan for this activity is specified in Attachment 2. The performance
for this product shall meet the specification per Attachment 1.

         WHEREAS,  SDID,  funded by CT, and working  with CT,  will  develop and
supply the Cluster Assembly to CT for its exclusive sales to its customers.

         WHEREAS,  CT is  interested  in the  use of the  AQRS,  in its  current
configurations  and as it is [*] for the Cluster 2001 Assembly  with  subsequent
[*].

         NOW,  THEREFORE,   in  consideration  of  the  promises  and  covenants
contained  herein,  and other good and valuable  consideration,  the receipt and
sufficiency  of  which is  hereby  acknowledged,  the  parties  hereby  agree as
follows:

AGREEMENT

1.   DEFINITIONS

The  following  terms,  in  singular  or  plural  forms of the same  term as and
whenever used herein, shall have the meanings set forth in this Section 1.


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     1.1     "Acceptance   Test  Procedure"  (ATP)  shall  mean  the  SDID  test
             procedure which is utilized on all production [*]. CT shall approve
             the ATP prior to use in F07 and subsequent production.

     1.2     "AQRS" is an SDID Automotive Quartz Rate Sensor.

     1.3     "ASIC" is a custom  semiconductor  Application  Specific Integrated
             Circuit.

     1.4     "[*]"  is a  configuration  of the  AQRS as  built  by  SDID  which
             incorporates  either an [*] that was [*] and  fabricated  by a SDID
             supplier or [*] jointly by [*] and fabricated by a jointly selected
             supplier.   [*]  configuration  embodies  an  [*]  plus  additional
             circuitry essential to provide [*].

     1.5     "Automotive Quartz Rate Sensor" (AQRS) is the existing SDID product
             and  future  enhancement  by SDID  for  automotive  application  of
             angular rate sensing  technology.  In addition,  AQRS shall include
             the following items in the [*]: [*] and [*] and [*] related to [*].

     1.6     "[*]" shall mean components,  which provide a [*]. The [*] is a [*]
             that embodies a [*] to support the [*].

     1.7     "[*]"  shall  mean an  assembly,  which  integrates  [*] AQRS  rate
             sensors, [*], also known as [*].

     1.8     "[*]" shall mean software written  previously to this contract that
             CT has  developed on its own for [*] in the [*] and also shall mean
             [*] written by [*] in  collaboration,  either before or during this
             contract, for use in adapting the [*] above to application with the
             [*].

     1.9     "CT  Components"  include [*]. Final  determination  of [*] will be
             determined as part of the design  effort.  [*]  components  will be
             provided  as part of the  design  effort.  [*]  components  will be
             provided to SDID [*] as a standard part, after F06 release, that is
             qualified  for use on the  program.  CT shall  provide  a letter of
             qualification/certification to SDID regarding [*] as standard parts
             for the  automotive  program.  [*] as  supplier  to SDID  shall  be
             responsible  for the correct  operation  of these  components  when
             received at SDID.

     1.10    "CT Proprietary  Rights"  shall  include  but  not be  limited  to,
             patents,   copyrights,   trade   secrets,   know-how,   techniques,
             processes,  procedures,  formulas  embedded  in either  hardware or
             software and test  equipment and tooling  including but not limited
             [*], (a)(i) [*] or (ii) [*] from third parties and which CT has the
             right to sublicense  and (b) developed  prior to the effective date
             or  during  the  term  of  this  Agreement,  which  are  reasonably


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             necessary or useful to develop and manufacture  the [*],  including
             [*]  and  to  manufacture  and  sell  the  [*],  other  than  those
             associated with the AQRS.

             [*]

     1.11    "Electronic  Control Unit" (ECU) is the electronic  control unit of
             the  [*]  which  monitors   sensors,   computes   algorithms,   and
             intelligently controls brakes.

     1.12    [*] constitutes  automotive  braking systems which utilize inertial
             sensors to enhance stability and control of the vehicle.

     1.13    "F04" is a release  state in  development  of a product  defined as
             functional samples, purpose is for presentation of function.

     1.14    "F05" is a release  state in  development  of a product  defined as
             close to series production samples,  which utilizes final principle
             and circuit.  The purpose is for the check of the principle  series
             suitability of interface and function.

     1.15    "F06" is a release  state in  development  of a product  defined as
             pre-series  production  samples in the final  configuration but not
             produced on  production  tooling.  The purpose is for  unrestricted
             check  of  the   series   suitability   and   keeping   of  product
             specification with customer release.

     1.16    "F07" is a release  state in  development  of a product  defined as
             series production  samples in the final  configuration and produced
             on production  tooling,  purpose is for  qualification  and limited
             production volume.

     1.17    "F08" is a release  state in  production  of a product  defined  as
             series  production  deliverables  in the  final  configuration  and
             produced on production tooling, purpose is for series use.

     1.18    "SDID  Proprietary  Rights" shall  include,  but not be limited to,
             patents,   copyrights,   trade   secrets,   know-how,   techniques,
             processes,  procedures,  formulas inclusive of compensation  and/or
             simulated  circuitry  techniques in  algorithms  embedded in either
             hardware or software and test equipment and tooling,  including but
             not limited to masks, (a)(i) owned by SDID or (ii) licensed to SDID
             by third parties and which SDID has the right to sublicense and (b)
             developed  prior to the  effective  date or during the term of this
             Agreement,  which are reasonably necessary or useful to develop and
             manufacture  the  AQRS  units.   SDID   Proprietary   Rights  shall
             specifically  include  any  patents,   copyrights,  trade  secrets,
             know-how,  techniques,  processes,  procedures,  formulas  and test
             equipment and tooling resulting from the efforts of either party in
             connection  with  this  Agreement  for the AQRS.  SDID  proprietary
             rights shall include [*] that is embodying  any concepts  developed
             by SDID and/or CT for use in the AQRS product.


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             SDID shall retain  specific  rights to the following  items used in
             the [*]. The [*],  including  all items and [*] and [*] utilized in
             AQRS operation, calibration and compensation.

             No [*] of such SDID developed [*], present or future, is granted or
             implied herein except for use  exclusively  with SDID supplied [*].
             SDID  does not  confer  any [*] or any  third  party for any of its
             patents, present or future, in this Agreement.

     1.19    "[*]"  shall mean a packaged  complete  [*] or [*] capable of being
             installed in a [*].

     1.20    "Series"   is  a   production   configuration   of  an   automobile
             manufacturer's product.

     1.21    "Specification"  shall  mean the CT "  Product  Specification  [*]"
             (Attachment 1).

     1.22    [*]

     1.23    [*]



2.   SUBJECT OF CONTRACT

This  Agreement  covers the  development  and  production  of the [*] which is a
combined  sensor product  utilizing [*]. This work shall be performed by SDID in
compliance with the requirements of CT as defined herein.

3.   SCOPE OF WORK

[*]. To design and produce the [*] as defined below:

     3.1     Development.  See Attachment 2 for the Development  Plan. SDID must
             be competitive in respect of technology.

     3.2     Production. [*]

     3.3     Pricing. See Attachment 4.

             The  precondition  of this pricing and  quantities is the Morganton
             Agreement  dated November 2, 2000 between CT and SDID, and also for
             all  other  relevant  paragraphs  of this  Development  and  Supply
             Agreement.


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     3.4     Specification  Agreement.  SDID and CT shall reach mutual agreement
             on the Specification  for the [*]. The governing  document shall be
             the "Product Specifications, [*]," which is contained in Attachment
             1 herein,  and of the current  revision,  at the time of signing of
             this  Agreement.  SDID and CT  signatures on this  Agreement  shall
             constitute acceptance of such product specification. All subsequent
             changes  to the  specification  shall be treated as changes to this
             Agreement and reviewed for schedule,  performance  and cost impact.
             Modifications  to the  Agreement  with  regard  to  changes  to the
             specification shall be by joint agreement of CT and SDID in writing
             and consider any impacts to schedule, performance and costs.

     3.5     Development  Schedules.  SDID shall update schedules and coordinate
             progress with CT monthly.  SDID and CT shall mutually work schedule
             issues to support program success. The responsibility of each party
             is defined in the [*] (Attachment 2).

             Should  either party become aware of facts or  circumstances  which
             could  reasonably be expected to adversely  affect the  anticipated
             schedules,  it shall be that party's  responsibility  to inform the
             other  party to the  Agreement  of the  anticipated  change  in the
             schedules  and the  reason for such  change and the  parties to the
             Agreement  shall cooperate with each other in any efforts which may
             be made to correct the situation giving rise to the change in facts
             or circumstances.

     3.6     Modification  Approval. In the course of SDID's development work on
             the  product  for CT, it is agreed  that any  modifications  of the
             development configuration by SDID shall be coordinated with so they
             may review and could object for important  technical reasons CT and
             after F06,  said  modifications  shall  require  the prior  written
             consent of CT.

             CT,  however,   may  request   modifications   in  respect  of  the
             development  configuration  and/or  the  scope  of  development  by
             negotiation  with SDID based on cost and time  schedule.  SDID will
             only be obligated  to implement  said  modification  after  parties
             reach mutual  agreement as to price and schedule.  After production
             release  occurs,  SDID shall  obtain CT approval for any product or
             process  changes,  according to QS9000,  that may have an effect on
             the performance of the unit or its interface with the [*].

     3.7     Validation  Approval.  SDID shall present the results  achieved for
             each step in the validation process to CT for approval. CT shall be
             responsible  for the  validation  approval  and  for the  necessary
             testing  within the  automotive  platform to be  equipped  with the
             Cluster Assembly.


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     3.8     Regulatory  Authority  Approvals.   CT  shall  be  responsible  for
             obtaining all necessary  approvals from any  applicable  authority,
             which are  reasonably  necessary  in order to utilize  the  Cluster
             Assembly in [*] in automotive platforms.

     3.9     Documentation. SDID will maintain complete documents describing all
             aspect design and production.

             3.9.1  Interfaces.   SDID  will  supply  complete   mechanical  and
                    electrical interface drawings of the [*] to CT to facilitate
                    the  fitting  of [*]  into  automotive  platforms,  and  the
                    interfacing to the [*].

             3.9.2  Drawings.  SDID shall supply drawings  related to the [*] to
                    CT,  including  [*].  The  [*]  shall  be  included  down to
                    component  level.  No component  drawings shall be provided.
                    [*]  drawings   shall  be   proprietary   to  SDID.   If  CT
                    incorporates  the  [*]  into  CT  drawing,  format,  the  CT
                    drawings shall be clearly marked  "Systron  Donner  Inertial
                    Division Proprietary" and copies provided to SDID.

     3.10    Configuration Control. SDID shall maintain configuration control of
             all  [*].  CT  shall  maintain  configuration  control  of the [*].
             Configuration  control maintenance at both SDID and CT shall comply
             with ISO 9001 /QS 9000 procedures.

     3.11    Production Capacity. SDID shall, after signing the contract,  begin
             the preparatory work necessary to establish  sufficient  production
             capacity for the [*] to production plan outlined in Attachment 3.

             3.11.1 Production  Tooling and  Equipment.  CT [*] and equipment as
                    agreed  to  in  the   Attachment   8.  [*].   [*]  which  is
                    specifically identified as used on SDID's core-technology as
                    defined by the [*] shall be available  [*]  considering  the
                    [*] of such at conclusion of this contract.

4.0  PURCHASE OF AQRS [*]

     4.1     Purchase  Orders.  All  purchases  of [*] and [*]  pursuant to this
             Section 4 shall be subject to the following terms and conditions:

             4.1.1  Purchase  Order  Initiation.  All purchase and sales between
                    SDID and CT shall be initiated  by CT's  issuance of written
                    purchase order or by telephone confirmed by written purchase


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                    order.  The initial  purchase  order issued shall state unit
                    quantities, unit price, unit description, requested delivery
                    date and shipping instructions. After issuance of subsequent
                    purchase order,  CT may issue  Scheduling  Agreements  which
                    shall  reflect  units part number,  quantities  required and
                    requested delivery dates. The subject Scheduling  Agreements
                    shall be a binding  extension of the initial purchase order,
                    regarding  quantity of units to be  delivered  and  required
                    delivery of units.  For [*] and [*], CT shall issue purchase
                    orders/scheduling   agreement  for  material  [*]  prior  to
                    requested   deliveries  and  for  production  [*]  prior  to
                    requested  delivery to extend labor for production  delivery
                    of units.  The [*] for  production  delivery to expend labor
                    shall be for firm  quantities  to be  delivered,  with a [*]
                    from the beginning of the [*] period.

             4.1.2  Purchase  Order  Acceptance.  SDID's  acceptance of an order
                    shall be by written  acknowledgment  thereof by SDID. Orders
                    not acknowledged  within [*] of receipt are accepted subject
                    to   determination   of  actual  receipt   verification  and
                    procedural  protocol for  submission.  SDID, upon acceptance
                    shall fulfill CT's purchase orders  complying with the terms
                    of the Agreement,  and shall use its commercially reasonable
                    efforts to fulfill  CT's orders for  additional  [*] and [*]
                    and requests by CT to fulfill  orders as soon as  reasonably
                    possible.

             4.1.3  Purchase   Order  Terms  and   Conditions.   The  terms  and
                    conditions of this Agreement, and as agreed to in Attachment
                    6, shall  control all sales of [*] and [*] units  hereunder,
                    and any  additional or different  terms or conditions to the
                    contrary,  in a purchase order,  acknowledgment,  or similar
                    document,  shall be of no  effect  (unless  approved  by the
                    express written consent of the other party).

             4.1.4  Purchase orders from other Continental Teves operating units
                    in North America or any other country.  Subject to direction
                    from Continental Teves, Frankfurt and receipt and acceptance
                    of order,  SDID will deliver [*] to any operating unit of CT
                    and any CT controlled  joint  ventures  worldwide  under the
                    terms and  conditions  of this  contract.  Pricing  shall be
                    based on this contract,  with adjustments for any additional
                    requirements  not  accounted  for in this  contract.  Due to
                    existing  Agreement,  SDID cannot accept  Purchase Orders or
                    deliver [*] and/or [*] in the following countries:  [*]. Any
                    CT operating units in the above countries,  hardware must be


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                    shipped to Continental Teves,  Frankfurt or a North American
                    operating unit.

     4.2     [*]  Delivery.  Delivery of [*] and [*]  hereunder  shall be F.O.B.
             SDID's   manufacturing   facility  in  Concord,   CA,  USA  or  the
             manufacturing  facility in which the units were produced.  Title to
             and all risk of loss or damage  with  respect to the [*] shall pass
             to CT upon  their  delivery  by SDID to the  carrier  at the F.O.B.
             point.

     4.3     Invoicing  and Payment.  SDID shall  invoice CT (or other CT entity
             for the sale of  Cluster  units  hereunder  on or  after  delivery.
             Payment to SDID for Cluster units sold hereunder shall be [*] after
             delivery, in U.S. Dollars, by wire transfer to such bank or account
             as SDID may from time to time designate in writing.  If CT fails to
             pay all or any  portion  within  [*],  SDID  reserves  the right to
             assess interest charges [*] on such amounts from the date due until
             paid. CT agrees to pay such charges and all  associated  collection
             and legal fees.

5.       MANUFACTURE AND MARKETING RIGHTS.

     5.1     [*]


     5.2     [*]

     For purposes of clarity,  [*] as mentioned  in the  Morganton  agreement is
     defined as follows:

             5.2.1  The [*] relationship is for [*]. [*] does not include [*].

             5.2.2  The agreement does not [*]. This included [*].

             5.2.3  [*] does include [*] as well as other uses yet to be defined
                    when either directly linked to [*] or in combination  with a
                    [*].

             5.24   [*]  does  not  apply  to  [*],  or as  yet  to  be  defined
                    applications, that are not directly linked to the [*]

6.   OWNERSHIP AND  PROTECTION OF PROPRIETARY  RIGHTS.  SDID and CT shall retain
     proprietary rights per the following provisions.

     6.1     SDID Ownership Rights. SDID shall own all right, title and interest
             in and to the SDID  Proprietary  Rights and any designs,  patterns,
             schematics,  copyrights and other  proprietary  rights and know-how
             embodied  in the  AQRS  (including  but not  limited  to  ASIC)  as
             developed by or on behalf of


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             SDID pursuant to the Agreement. SDID shall have the exclusive right
             to apply  for or  register  patents,  copyrights,  and  such  other
             proprietary   protections   as  it  wishes  with  respect  to  SDID
             Proprietary  Rights.  Integration of SDID's technology into the [*]
             and/or [*] does not transfer ownership of rights or rights thereof.
             Should the Agreement be terminated, proprietary information of SDID
             held  by  CT,  or  any  third  party  associated  with  CT,  during
             application and, the use of technology and patent  technology shall
             no longer be used or retained by CT or any such third  party.  SDID
             shall retain rights and sole interest in any [*] and any [*].

     6.2     CT Ownership Rights.  Subject to the rights granted to SDID herein,
             CT shall own all rights,  title and interest in and to any designs,
             patterns,  schematics,  logic, copyrights, other proprietary rights
             and  know-how  embodied in the [*] as  developed  by CT pursuant to
             this  Agreement.  CT shall have the exclusive right to apply for or
             register   patents,   copyrights,   and  such   other   proprietary
             protections as it wishes with respect to [*].  Should the Agreement
             be  terminated,  proprietary  information of CT held by SDID or any
             third party associated with SDID,  during  application and, the use
             of  technology  and  patent  technology  shall no longer be used by
             SDID.

     6.3     Joint SDID/CT Ownership Rights. Subject to mutual future agreement,
             SDID and CT may perform  joint  development  efforts for  increased
             automotive  market  competitiveness.  Both  companies  may elect to
             pursue joint  worldwide  right,  title and interest in any designs,
             patterns,  schematics,  copyrights and other proprietary rights and
             know-how embodied in jointly developed  systems.  SDID shall retain
             rights and sole interest in any [*].

     6.4     Protection of Proprietary Rights. Each party agrees to execute such
             documents,  render such  assistance,  and take such other action as
             reasonably requested, to apply for, register,  perfect, confirm and
             protect the requesting  party's rights in its  proprietary  rights.
             SDID and CT may document the other party's proprietary  information
             on its own  internal  documentation  as  required  to  conduct  the
             project,  without explicit written permission from the other party.
             Each party shall  document by listing the  documents  that have the
             other party's proprietary data and supply this listing to the other
             party.  Documents  containing  the other party's  proprietary  data
             shall be noted as such.  Dissemination  of such documents  shall be
             restricted  and not  provided  to third  parties  without the prior
             express written approval of the other party.

7.   CONFIDENTIALITY See Attachment 5

8.   COMPLIANCE WITH EXPORT/IMPORT RESTRICTIONS

     8.1     The ultimate  shipment of [*] and [*] to CT shall be subject to the
             right and  ability of SDID to make such  sales and obtain  required
             licenses  and  permits,


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             under  all  decrees,   statutes,   rules  and  regulations  of  the
             government  of the United  States of America and  agencies  thereof
             presently in effect or which may be in effect  hereafter  regarding
             export control regulations.

     8.2     CT hereby agrees: (i) to assist SDID in obtaining any such required
             licenses or permits by supplying such  documentation or information
             as may be  requested  by SDID  (ii) to comply  with  such  decrees,
             statutes,  rules and  regulations  of the  government of the United
             States of America and agencies  thereof;  regarding  export control
             regulations  (iii) to maintain the necessary records to comply with
             such  decrees,  statutes,  rules  and  regulations;   (iv)  to  not
             re-export  any [*] or [*] except in  compliance  with such decrees,
             statutes,  rules and  regulations;  (v) to obtain all  governmental
             approvals and licenses necessary to import the [*] and [*]; (vi) to
             not  sell,  transfer,  or  otherwise  dispose  of the [*] or [*] in
             violation of the export laws of the United  States of America;  and
             (vii) to indemnify  and hold  harmless SDID from any and all fines,
             damages,   losses,   costs  and  expenses   (including   reasonable
             attorneys' fees) incurred by SDID as a result of any breach of this
             subsection or subsection 8.3 below by CT or any of CT's customers.

     8.3     CT hereby  expressly  acknowledges  that the technical data and the
             direct product thereof  associated with the [*] and [*] are subject
             to export  controls of the United States of America and agrees that
             neither the technical data nor the direct  product  thereof will be
             transferred, directly or indirectly, to any destination contrary to
             the  requirements  of the  law of the  United  States  of  America,
             including  but not  limited to the terms of any export  license and
             the   terms  of  Part   774   (re-exports)   of  the  U.S.   Export
             Administration   Regulations.   Further,  CT  hereby  provides  its
             assurance that it will not participate in any transaction which may
             involve any  commodity or  technical  data,  or the direct  product
             thereof,  exported  or to be  exported  from the  United  States of
             America,  or in any re-export thereof,  or in any other transaction
             that is subject to export controls of the United States of America,
             if a person  denied  export  privileges  from the United  States of
             America,  may  obtain any  benefit  from or have any  interest  in,
             directly or indirectly, these transactions.

9.   [*] AND INDEMNIFICATION

     9.1     SDID  [*]  that  the  [*]  will  conform  to  the  latest  approved
             acceptance   test   procedure   (ATP)   requirements   and   agreed
             specifications  (Attachment  1)  applicable at the time of delivery
             and SDID's  obligations as described in the [*] (Attachment 2). The
             following [*] applies after the first registration of the vehicle:

             9.1.1  Standard  [*] is [*] for all  platforms  except  as noted in
                    this paragraph.

             9.1.2  [*].


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             9.1.3[*].

             9.1.4  All [*].


     9.2     CT hereby  indemnifies  and agrees to defend and to hold SDID,  its
             successors,  affiliates  and assigns  harmless from and against all
             claims,  liabilities,  losses  and  expenses  arising  out of or in
             connection  with [*] or SDID's  gross  negligence  or breach of any
             guarantee in Section 9. 1.

     9.3     SDID  hereby  indemnifies  and agrees to defend and to hold CT, its
             successors,  affiliates,  assigns,  harmless  from and  against all
             claims,  liabilities,  losses and  expenses  arising  out of and in
             connection  with the use of any [*] or allegedly  caused by any [*]
             to the extent resulting from such [*] to meet the Specifications or
             SDID's gross negligence or breach of any guarantee in Section 9

10.  INDEMNITY WITH RESPECT TO PROPRIETARY RIGHTS

     10.1    Obligations  of CT. CT agrees (a) to assume the defense of any suit
             or claim  brought  against  SDID for  infringement  of any  patent,
             copyright or other proprietary rights arising from or caused by the
             manufacture, sale or use of the [*] (other than the [*]) or the use
             by  SDID  of  specifications,   technology,   designs  or  customer
             furnished  (CF)  material  provided  to SDID by CT,  (b) to pay the
             expense of such  defense,  and (c) to  indemnify  SDID  against any
             money damages or costs,  including  counsel  fees,  awarded in such
             suits or claims by reason of such  infringement;  provided that (i)
             CT be given exclusive  control of the defense of such suit or claim
             and all  negotiations  relative to the  settlement  thereof,  after
             consultation with SDID, (ii) CT shall have no responsibility  under
             this Section to the extent that the suit or claim shall have arisen
             solely in  connection  with the  manufacture  or sale of the [*] or
             because of  specifications,  technology or designs  contributed  by
             SDID to CT hereunder, and (iii) SDID promptly informs CT in writing
             of  any  suits  or  claims   with   respect  to  which  CT  assumes
             responsibility  hereunder;  provided,  however,  that no failure or
             delay in  providing  such  notice  shall  relieve  CT of any of its
             obligations  under  this  Section  10.1  except to the extent CT is
             actually prejudiced thereby. If specifications, technology, designs
             or CF material furnished by CT to SDID for the manufacture, sale or
             use of the [*] units are, or in the  opinion of CT may become,  the
             subject of any claim,  suit or proceeding for  infringement  of any
             United  States  patent,   copyright  or  trademark,  or  if  it  is
             adjudicatively  determined that the  specifications,  technology or
             designs infringe any United States patent, copyright, or trademark,
             or if the manufacture, sale or use of the [*], or any part thereof,
             is, as a result,  enjoined, then CT may, at its option and expense;
             (i) procure for


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             SDID and its  customers  the right under such patent,  copyright or
             trademark  to use the  specifications,  technology  or  designs  as
             incorporated in the [*]; (ii) suitably  modify the  specifications,
             technology  or  designs  utilized  in the  [*]  (iii)  replace  the
             specifications,  technology  or  designs  utilized  in the [*] with
             other   suitable   alternatives;   or   (iv)  if  the  use  of  the
             specifications,  technology  or  designs  utilized  in  the  [*] is
             prevented by injunction, remove such specifications,  technology or
             designs utilized in the [*]. CT shall not be liable for any cost or
             expenses incurred without its prior written authorization.

             SDID shall have the right to participate in the defense of any such
             suit or claim with its own counsel and at its own expense. CT shall
             not settle a claim  without  SDID's prior  written  consent,  which
             consent  shall  however not  unreasonably  be withheld,  if (a) any
             portion of the  settlement  would involve an admission that the [*]
             infringes  any  proprietary  right  of any  third  party,  (b)  the
             settlement would involve a payment by SDID for which SDID would not
             be  indemnified by CT under  paragraph  10.1, or (c) the settlement
             does not include a complete release of SDID.

     10.2    Obligations  of SDID.  SDID agrees (a) to assume the defense of any
             suit  or  claim  brought  against  CT for the  infringement  of any
             patent, copyright or other proprietary right arising from or caused
             by the  manufacture,  sale or use of the [*] or use by CT for their
             intended purpose of specifications,  technology or designs provided
             by SDID hereunder,  (b) to pay the expense of such defense, and (c)
             to  indemnify  CT against  any money  damages  or costs,  including
             counsel  fees,  awarded  in such  suits or claims by reason of such
             infringement;  provided  that  (1) SDID  shall  be given  exclusive
             control of the  defense of such suit or claim and all  negotiations
             relative to the settlement  thereof,  after  consultation  with CT,
             (ii) SDID shall have no  responsibility  under this  Section to the
             extent   that   the  suit  or   claim   arises   from  the  use  of
             specifications,  technology or designs contributed by CT hereunder,
             and  (iii) CT  promptly  informs  SDID in  writing  of any suits or
             claims   with   respect  to  which  SDID   assumes   responsibility
             hereunder.-  provided however that no failure or delay in providing
             such notice shall relieve SDID of any of it obligations  under this
             section except to the extent SDID is actually  prejudiced  thereby.
             SDID shall not be liable for any costs or expenses incurred without
             its prior written  authorization.  If CT chooses to provide its own
             defense, CT shall bear that expense. If specifications, technology,
             designs  furnished  by SDID  to CT for  the  sale or use of the [*]
             units are,  or in the opinion of SDID may become the subject of any
             claim,  suit, or proceeding for  infringement  of any United States
             patent, copyright or trademark or if the sale or use of the [*], or
             an part thereof,  is, as a result  enjoined,  then SDID may, at its
             option and expense;  (I) procure for CT and its customers the right
             under such patent, copyright or trademark to us the specifications,
             technology  or designs as  incorporated  in the [*];  (ii) suitably
             modify the  specifications,  technology or


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             designs  utilized  in the [*]  (iii)  replace  the  specifications,
             technology  or  designs  utilized  in the [*] with  other  suitable
             alternatives; or (iv) if the use of the specifications,  technology
             or designs  utilized in the [*] is prevented by injunction,  remove
             such specifications, technology or designs utilized in the [*].

     10.3    Entire Liability. This indemnity states the entire liability of the
             parties  for  infringement  by said [*] and is in lieu of any other
             indemnity,  express, implied or statutory and no agreement altering
             it will be binding  upon either  party unless in writing and signed
             by a duly authorized officer or representative of each party.

11.  PRODUCTS LIABILITY INDEMNITY

     11.1    Products Liability Indemnity by CT. CT shall defend,  indemnify and
             hold SDID  harmless  from and against all claims,  liabilities  and
             expenses,  including reasonable attorneys' fees, arising out of the
             death of or bodily  injury  to any  person or  persons  other  than
             damage to property  resulting  from SDID's  manufacture of the [*];
             provided that (i) SDID provides CT prompt notice of any such claims
             provided,  however,  that any  failure or delay in  providing  such
             notice shall not relieve CT of its obligations  under this section,
             except to the extent that CT is actually prejudiced by such failure
             or delay,  (ii) CT shall not be obligated to indemnify SDID for any
             claims in  connection  with any  settlement  unless CT  consents in
             writing to such  settlement  and (iii) CT shall have the  exclusive
             right to  defend  any such  claim.  CT shall  not have the right to
             settle any such claim without prior written consent of SDID,  which
             consent cannot be unreasonable withheld.

     11.2    Products Liability Indemnity by SDID. SDID shall defend,  indemnify
             and hold CT  harmless  from and  against  all claims and  expenses,
             including  reasonable  attorneys' fees, arising out of the death of
             or bodily  injury to any  person or  persons,  excluding  damage to
             persons  resulting  from CT's  manufacture or marketing of the [*],
             but  including  the  manufacture  of the [*];  provided that (i) CT
             provides  SDID prompt notice of any such claim  provided,  however,
             that any failure or delay in providing such notice shall not relive
             SDID of its obligation under this section except to the extent that
             SDID is actually  prejudiced  by such failure or delay.  SDID shall
             not have the  right to  settle  any such  claim  without  the prior
             written   consent  of  CT,  with  consent  cannot  be  unreasonably
             withheld,  (ii) SDID shall not be obligated to indemnify CT for any
             loss in  connection  with any  settlement  unless SDID  consents in
             writing to such  settlement and (iii) SDID shall have the exclusive
             right to defend any such claim.


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12.  LIMITATIONS OF LIABILITY

     12.1    EXCEPT AS PROVIDED  IN SECTION  12.4,  NEITHER  SDID NOR CT WILL BE
             LIABLE  OR  OBLIGATED  IN ANY  MANNER  FOR ANY  SPECIAL,  INDIRECT,
             INCIDENTAL OR  CONSEQUENTIAL  DAMAGES UNDER ANY CAUSE OF ACTION AND
             EVEN IF INFORMED OF THE POSSIBILITY THEREOF IN ADVANCE, ARISING OUT
             OF THIS AGREEMENT OR BY REASON OF BREACH OF THIS  AGREEMENT.  THESE
             LIMITATIONS  WILL APPLY  NOTWITHSTANDING  ANY FAILURE OF  ESSENTIAL
             PURPOSE OF-O ANY LIMIT REMEDY HEREIN.

     12.2    THE FOREGOING WARRANTIES ARE IN LIEU OF ANY OTHER WARRANTY, WHETHER
             EXPRESSED OR IMPLIED,  WRITTEN OR ORAL,  INCLUDING  ANY WARRANTY OF
             MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

     12.3    SDID's AND CT'S  LIMITATIONS OF LIABILITY  SHALL NOT APPLY IN CASES
             OF GROSS NEGLIGENCE OR FRAUDULENT INTENT.

     12.4    NOTHING IN THIS SECTION  SHALL ALLOW CT TO [*] OR OTHERWISE  [*] TO
             PURCHASE [*] AND [*] FROM SDID  HEREUNDER OR TO AVOID OR LIMIT CT'S
             [*] FOR SDID'S  DAMAGES  ATTRIBUTABLE  TO CT'S FAILURE TO MEET THIS
             OBLIGATION, UNLESS THAT FAILURE IS A RESULT OF A MATERIAL BREACH OF
             THIS  AGREEMENT,  MORGANTON  AGREEMENT  DATED NOVEMBER 8, 2000 (SEE
             ATTACHMENT 7) AND DEVELOPMENT AND SUPPLY  AGREEMENT DATED JUNE 1998
             BY  SDID  WHICH  IS NOT  RECTIFIED  BY  SDID  WITHIN  A  REASONABLE
             TIMEFRAME AS NOTED IN PARAGRAPH 13.3.

13.  TERM AND TERMINATION

     13.1    Term.  The  [*]  of  this  agreement,   including  development  and
             production,  shall be in effect for [*] from  start of  development
             [*] through  production  [*]. The [*] of the  agreement  includes a
             development period not to exceed [*] and a production period of [*]
             and may not be terminated  earlier except by mutual agreement or as
             provided for in Section  13.2 Events of Default.  Failure of CT [*]
             for delivery during the [*] due to [*] shall be a material  breach,
             provided this was not necessitated by a material breach, uncured of
             this  Agreement  by SDID.  Any [*]  caused by [*]  demand or market
             conditions may be [*] as an option,  if no material breach by CT as
             defined  herein has


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             occurred and is uncured. The [*] shall be for [*] following the [*]
             and implemented by mutual written  consent of the parties.  Failure
             of [*] during the [*] of this  Agreement as defined  herein,  other
             than as the result of an uncured  material breach by SDID, shall be
             a material breach by CT. Upon fulfillment of the [*], this contract
             may be [*] by mutual agreement of both parties.

     13.2    Events of Default.  Either  party shall have the right to terminate
             the  Agreement  and its  further  Obligations  hereunder  upon  the
             occurrence  of any of the following  events of default  (subject to
             other party's  ability to cure or remedy such event as described in
             Section 13.3).

             13.2.1 The   other   party   materially   breaches   any   of   its
                    confidentiality,  nondisclosure or other  obligations  under
                    the Agreement; or

             13.2.2 The other  party  becomes the  subject of any  voluntary  or
                    involuntary  bankruptcy  proceeding or any other  proceeding
                    concerning insolvency, dissolution, cessation of operations,
                    reorganization  of  indebtedness,   an  assignment  for  the
                    benefit of creditors, or the like, and the proceeding is not
                    resolved   in  its  favor  with   ninety   (90)  days  after
                    appropriate service of process.

     13.3    Right to Cure Event of Default.  Other than as noted in  Subsection
             13.2.2,  upon the  occurrence  of any event of default  entitling a
             party to terminate the Agreement,  the  non-defaulting  party shall
             send notice of  termination,  specifying the nature of the default,
             to the other party.  The defaulting  party shall have [*] following
             the date such notice is given to cure the default or to resolve the
             default  to the  non-defaulting  party's  reasonable  satisfaction.
             Failure  to  cure  or  to  resolve  the  default   will  result  in
             termination  without  further notice by the  non-defaulting  party,
             unless such non-defaulting party extends the cure period by written
             notice or  withdraws  the  default  notice.  However,  the  willful
             material  breach of Section 7 will be  considered  a breach,  which
             cannot be cured and may be the basis for immediate  termination  of
             the Agreement.

     13.4    Right to  Challenge a  Termination  for  Default.  The parties each
             reserve the right to challenge a  termination  they  consider to be
             based  upon an  arbitrary  or  improper  finding  of  default.  Any
             controversy or claim arising out of or relating to the  termination
             of this contract shall be settled by arbitration in accordance with
             the  Commercial  Arbitration  Rules  of  the  American  Arbitration
             Association before a single arbitrator. The hearing will be held in
             San  Francisco,  California and shall commence not later than eight
             (8)  months  following  service of a demand  for  arbitration.  The
             Arbitrator  shall have the right to provide for a limited number of
             depositions  and  interrogatories.  The


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             Arbitrator  shall issue a written  decision within thirty (30) days
             following  completion  of the hearing,  and judgment upon the award
             rendered  by the  arbitrator  may be  entered  by any court  having
             jurisdiction.

     13.5    The Effect of Termination

             13.5.1 After expiration, termination or cancellation (all hereafter
                    collectively referred to as "termination") of this Agreement
                    for any reason,  SDID shall promptly destroy or return to CT
                    all of CT's  Confidential  Information  in its possession or
                    control and CT shall promptly  destroy or return to SDID all
                    of SDID's  Confidential  Information  in its  possession  or
                    control.

                    Upon either party's  request,  the other party shall warrant
                    its   compliance   with  this  section  in  writing  to  the
                    requesting party within thirty (30) days of termination.

             13.5.2 In the event of termination by SDID,  SDID agrees to provide
                    a last time buy of [*] upon  reasonable  request by CT for a
                    period of [*] following termination except in the case where
                    no production hardware has been supplied or replacement with
                    another  form,  fit,   function  device  is  possible.   The
                    financial  conditions thereto will be negotiated at the time
                    of termination.  However, without time limitation SDID shall
                    produce and deliver such volumes necessary for CT to [*] vis
                    a vis  customers  subject to  negotiations  on the financial
                    conditions.

             13.5.3 CT hereby agrees if this Agreement is terminated or canceled
                    that CT will not use or  cause  to be used any  proprietary,
                    technical or patent technology of the [*].

             13.5.4 SDID  hereby  agrees  if this  Agreement  is  terminated  or
                    cancelled,  that SDID will not use, or cause to be used, any
                    CT proprietary,  technical, or parent technology provided by
                    CT for use in the [*].

             13.5.5 If as a result of a material  breach by CT, SDID  terminates
                    this Agreement  before CT [*] from SDID  hereunder,  then in
                    addition  to any other  rights  SDID may have on  account of
                    such  breach and  termination,  SDID shall be paid by CT the
                    direct damages SDID incurs by reason of CT's failure to [*].


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     13.6    Survival Clause. Notwithstanding the Section 13, Sections 6.1 (SDID
             Ownership Rights),  6.2 (CT Ownership  Rights),  6.4 (Protection of
             Proprietary  Rights),  7  (Confidentiality),   8  (Compliance  with
             Export/Import  Restrictions),  9  ([*]  and  Indemnification),  1 0
             (indemnity  with  Respect  to  Proprietary  Rights),  11  (Products
             Liability  Indemnity),  12  (Limitations  of Liability),  13.5 (The
             Effect of Termination and 14 (General Provisions) shall survive the
             termination of the Agreement.

14.      GENERAL PROVISIONS

     14.1    Notice.  Any notice  provided for or permitted under this Agreement
             will be treated as having been given when (a) delivered personally,
             (b) sent by confirmed facsimile,  telex or telecopy, or (c) sent by
             commercial  overnight courier with written verification of receipt,
             to the party to be notified,  at the address et forth below,  or at
             such  other  place of which the other  party has been  notified  in
             accordance with the provision of this Section.

     If to SDID:      SYSTRON DONNER INERTIAL DIVISION
                      BEI SENSORS & SYSTEMS COMPANY, INC.
                      2700 Systron Drive
                      Concord, CA 94518

                      Attention:   James Morris, Manager, Contracts

     If to CT:        Continental Teves AG & Co. oHG
                      Guerickestrasse 7
                      60488 Frankfurt
                      Germany
                      Attention: Andreas Beck, Manager, Purchasing Brake Systems

Such notice will be treated as having been  received  upon the earlier of actual
receipt or five (5) days after posting.

     14.2    This contract is a separate  Agreement between the parties and does
             not effect the  validity  of the  existing  Development  and Supply
             Agreement of the parties  dated May 30, 1997 and amended  September
             14,  1998  for ASMS yaw rate  sensor.  The  validity  of one of the
             contracts  shall  not  interfere  with the  validity  of the  other
             contract.

     14.3    Waiver.  No term or provision  hereof will be considered  waived by
             either party,  and no breach  excused by either party,  unless such
             waiver or consent is in writing signed by both parties.  No consent
             by either party to, or waive of, a breach by either party,  whether
             express or implied,  will  constitute  a consent


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             to,  waiver or, or excuse of any other,  different,  or  subsequent
             breach by either party.

     14.4    Assignment.  SDID or CT may assign the  Agreement  to any person to
             whom  it  transfers  all or  substantially  all of its  proprietary
             rights  in the [*],  respectively.  Otherwise,  neither  party  may
             assign,  voluntarily, by operation of law, or otherwise, any rights
             or  delegate  any duties  under this  Agreement  without  the other
             party's prior written consent,  such consent not to be unreasonably
             withheld,  and any attempt to do so without  that  consent  will be
             void.  The  Agreement  will  bind and inure to the  benefit  of the
             parties and their respective successors and permitted assigns.

     14.5    Relationship  of the  Parties.  The  parties to the  Agreement  are
             independent  contractors.  There  is  no  relationship  of  agency,
             partnership,  joint venture,  employment,  or franchise between the
             parties.  Neither  party has the  authority to bind the other or to
             incur any obligation on its behalf.

     14.6    Counterparts.  The  Agreement  may be  executed  simultaneously  in
             counterparts, each of which will constitute an original, but all of
             which together shall constitute one and the same instrument.

     14.7    Amendment.  The Agreement may be amended or supplemented  only by a
             writing that is signed by duly authorized  representatives  of both
             parties.

     14.8    Governing Law and Jurisdiction.  The Agreement shall be governed by
             and  constituted  under the laws of the United States and the State
             of Michigan.





                               AGREEMENT APPROVALS

          FOR                                               FOR
Continental Teves AG & Co. oHG              SYSTRON DONNER INERTIAL DIVISION


By:      /s/ Elmar Degenhart                    By:      /s/ Gerald Brasuell
    ---------------------------------              -----------------------------
              (Signature)                                     (Signature)


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Name:   E.  Degenhart                       Name:   Gerald Brasuell
      ------------------------------              ------------------------------

Title: Vice President BU EBS                Title: VP & General Manager
       -----------------------------              ------------------------------

Date: April, 26, 01                                  Date: 3-19-01
      ------------------------------              ------------------------------



By: /s/ H. Jurgens
    --------------------------------
             (Signature)

Name: H. Jurgens
      ------------------------------

Title: Dir. Purchasing
       -----------------------------

Date: April, 26, 01
      ------------------------------


                                       20

<PAGE>



                        Systron Donner Inertial Division
                         Supply & Development Agreement
                                Continental Teves

                                   Attachments



          #          Attachment

          1          Product Specification

          2          Development Plan
                     [*] Table
                     [*] Charts/Launch Timing

          3          Production Plan
                         Production Schedules
                         Capacity Charts

          4          Pricing Matrix
                         Assumptions

          5          Confidentiality Agreement

          6          General Terms & Conditions

          7          Morganton Agreement

          8          CT [*]
                           [*]
                           [*]



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                         ATTACHMENT #1 (SPECIFICATIONS)

                                       [*]










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ATTACHMENT 2





                            CLUSTER DEVELOPMENT PLAN








<PAGE>



                                  ATTACHMENT 2


CLUSTER DEVELOPMENT PLAN

1.   SCOPE OF WORK

     1.1     This plan  describes  a joint  development  effort of a [*] derived
             from the [*].  Utilizing the existing AQRS unit  developed by SDID,
             the parties shall cooperate in identifying changes to the AQRS unit
             necessary to meet the specifications and configurations required by
             CT  customers.  CT will [*] to modify  the AQRS and  implement  the
             changes  identified  by the  parties.  The  changes  shall  include
             development  and  inclusion  of the [*] within  the [*].  SDID will
             perform  such tests,  analyses and  investigations  of the modified
             AQRS unit as SDID and CT determine are  necessary.  The approach is
             representative,  and deviations from this approach may occur due to
             a variety of factors.

2.   DEVELOPMENT PLAN

     2.1     Listed  below  are the  development  phases  necessary  to  achieve
             production   ready  designs.   This  uses  CT  methodology  and  is
             structured to mitigate both technical and schedule risk.

DEVELOPMENT PLAN TABLE

-------------------- --------------------------------- -------------------------
PHASE                CONFIGURATION                     OBJECTIVE
-------------------- --------------------------------- -------------------------
       F04-1         [*]                               [*]
-------------------- --------------------------------- -------------------------
       F04-2         [*]                               [*]
-------------------- --------------------------------- -------------------------
       F05-1         [*]                               [*]
-------------------- --------------------------------- -------------------------
     F05-2/F06       [*]                               [*]
-------------------- --------------------------------- -------------------------
F07                                     [*]            [*]
-------------------- --------------------------------- -------------------------
F08                                     [*]            Production
-------------------- --------------------------------- -------------------------


     2.2     The above table describes the planned  development  phases for both
             [*].   Other   configurations   will   address  [*].  The  specific
             configuration  of each phase may be adjusted during the development
             process  to  reflect   testing   results  or  other   technical  or
             programmatic  considerations.  Additional testing and qualification
             will be conducted for [*] that incorporate an [*]. This will insure
             readiness [*] as required by CT and its customers.

     2.3     CT may  request  modifications  to the  [*]  and/or  the  scope  of
             development  by  negotiation  with  SDID  based  on cost  and  time
             schedule. SDID will implement modifications after the parties reach
             mutual agreement on technical approach,


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OMITTED PORTIONS.
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             price and schedule.  After  production  release occurs,  SDID shall
             obtain CT approval for any product or process changes, according to
             QS9000,  that may have an effect on the  performance of the unit or
             its interface with the [*].

3.   PRODUCT CONFIGURATION AND LAUNCH SEQUENCE

The attached [*]  Configuration  Matrix defines [*] of product,  with [*] within
[*]. [*]

The following product  configuration  sequence is the plan to minimize technical
and schedule risk and meet Continental Teves customer's needs:

------------------------------- --------------------- --------------------------
                  [*]                      [*]                 START OF
                                                              PRODUCTION
------------------------------- --------------------- --------------------------

          Standard              [*]
                                                      [*]

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

                                [*]
             [*]                                      [*]

------------------------------- --------------------- --------------------------
             [*]                           [*]
                                                                   [*]

------------------------------- --------------------- --------------------------
             [*]                [*]
                                                      [*]
------------------------------- --------------------- --------------------------


4.   CLUSTER ASSEMBLY DEVELOPMENT SCHEDULE AND [*] MATRIX

The development of the [*] indicated in paragraph 3 above shall be guided by the
four (4) Development Schedules attached. Each schedule includes a [*] indicating
the division of responsibilities between SDID and CT. SDID shall work with CT to
adjust all  schedules  upon mutual  agreement  to best serve the needs of CT and
CT's customers.

5.   RESOURCE COMMITMENTS

SDID agrees to identify and commit the  appropriate  personnel,  facilities  and
equipment to  reasonably  coordinate  and support the  activities  which are the
subject of the  Agreement  and to use  reasonable  best  efforts to achieve  the
product  and  schedule  identified  in this  Agreement.


[*]  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
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OMITTED PORTIONS.
<PAGE>

CT  agrees  to  provide  technical  development,   guidance  and  support  in  a
collaborative development effort with SDID.

         5.1 Continental Teves [*].
         CT agrees to  provide  [*]  resources  to  develop  [*]  versions  that
         incorporate [*] as well as [*] in addition to [*]. CT agrees to provide
         full  documentation of the [*] for release in the SDID Document Control
         system.

         5.2 [*].

         CT agrees to provide full  specification  and technical support for the
         [*] so that SDID can correctly incorporate them into the [*] design and
         support them in production.

         5.3 [*]

         CT and SDID agree to  collaborate  on the  selection of [*] to minimize
         schedule and technical risk and ensure  compatibility  between platform
         environment and [*].

6.   FUNDING

         6.1 Development Expense

         [*], based upon [*].



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<PAGE>

<TABLE>
<CAPTION>
                            [*] CONFIGURATION MATRIX
<S>                           <C>          <C>           <C>          <C>         <C>           <C>          <C>
----------------------------- ------------------------- ------------------------- -------------------------- -----------------------
               [*]                    STANDARD                    [*]                        [*]                      [*]
----------------------------- ------------ ------------ ------------ ------------ ------------- ------------ ----------- -----------
                     OEM P/M      X             X           X            X             X            X             X           X
----------------------------- ------------ ------------ ------------ ------------ ------------- ------------ ----------- -----------
                      CT P/N     [*]           [*]         [*]          [*]           [*]          [*]           [*]         [*]
----------------------------- ------------ ------------ ------------ ------------ ------------- ------------ ----------- -----------
                    SDID P/N     [*]           [*]         [*]          [*]            X            X            [*]         [*]
----------------------------- ------------ ------------ ------------ ------------ ------------- ------------ ----------- -----------
SENSOR                            X             X           X            X             X            X             X           X
MODULE
----------------------------- ------------ ------------ ------------ ------------ ------------- ------------ ----------- -----------
  PWB ASSY
----------------------------- ------------ ------------ ------------ ------------ ------------- ------------ ----------- -----------
   [*]                            X             X                                                                 X           X
----------------------------- ------------ ------------ ------------ ------------ ------------- ------------ ----------- -----------
   [*]                                                                                 X            X
----------------------------- ------------ ------------ ------------ ------------ ------------- ------------ ----------- -----------
   [*]                                                      X            X
----------------------------- ------------ ------------ ------------ ------------ ------------- ------------ ----------- -----------
[*]
MODULE                            X             X           X            X             X            X             X           X
----------------------------- ------------ ------------ ------------ ------------ ------------- ------------ ----------- -----------
  PWB ASSY
----------------------------- ------------ ------------ ------------ ------------ ------------- ------------ ----------- -----------
   [*]                            X                                                                               X
----------------------------- ------------ ------------ ------------ ------------ ------------- ------------ ----------- -----------
   [*]                                          X                                                                             X
----------------------------- ------------ ------------ ------------ ------------ ------------- ------------ ----------- -----------
   [*]                                                      X
----------------------------- ------------ ------------ ------------ ------------ ------------- ------------ ----------- -----------
   [*]                                                                   X
----------------------------- ------------ ------------ ------------ ------------ ------------- ------------ ----------- -----------
   [*]                                                                                 X
----------------------------- ------------ ------------ ------------ ------------ ------------- ------------ ----------- -----------
   [*]                                                                                              X
----------------------------- ------------ ------------ ------------ ------------ ------------- ------------ ----------- -----------
  HOUSING BASE
----------------------------- ------------ ------------ ------------ ------------ ------------- ------------ ----------- -----------
   Standard                   X (.5mm dev) X (.5mm dev)     X            X             X            X
----------------------------- ------------ ------------ ------------ ------------ ------------- ------------ ----------- -----------
   [*]                                                                                                            X           X
----------------------------- ------------ ------------ ------------ ------------ ------------- ------------ ----------- -----------
  CONNECTOR/KEY
----------------------------- ------------ ------------ ------------ ------------ ------------- ------------ ----------- -----------
   [*]                            X             X
----------------------------- ------------ ------------ ------------ ------------ ------------- ------------ ----------- -----------
   [*]                                                                   X                          X                         X
----------------------------- ------------ ------------ ------------ ------------ ------------- ------------ ----------- -----------
   [*]                                                      X                          X                          X
----------------------------- ------------ ------------ ------------ ------------ ------------- ------------ ----------- -----------
<FN>
NOTE 1:  Each column represents a [*] configuration [*]                                                          Date:  02/20/01
NOTE 2:  Each X represents a unique TBD part number                                                       cluster_config_pn_5.xls
</FN>
</TABLE>


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<PAGE>
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
                                        MILESTONES SENSOR CLUSTER SC01
------- ------------------------- ------- ------- ----- ----------------- ----------------- ----------------- ------------------
  ID    Task Name                  SDID     CT            1st Quarter         2nd Quarter      3rd Quarter           4th Quarter
------- ------------------------- ------- ------- ----- ----------------- ----------------- ----------------- ------------------
                                                   Dec   Jan   Feb   Mar   Apr   May   Jun   Jul   Aug   Sep   Oct   Nov   Dec
------- ------------------------- ------- ------- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
<S>                                <C>    <C>
  [     *                                                                                                                       ]
------- ------------------------- ------- -------
  [     *                                                                                                                       ]
------- ------------------------- ------- -------
  [     *                                                                                                                       ]
------- ------------------------- ------- -------
  [     *                                                                                                                       ]
------- ------------------------- ------- -------
  [     *                                                                                                                       ]
------- ------------------------- ------- -------
  [     *                                                                                                                       ]
------- ------------------------- ------- -------
  [     *                                                                                                                       ]
------- ------------------------- ------- -------
  [     *                                                                                                                       ]
------- ------------------------- ------- -------
  [     *                                                                                                                       ]
------- ------------------------- ------- -------
  [     *                                                                                                                       ]
------- ------------------------- ------- -------
  [     *                                                                                                                       ]
------- ------------------------- ------- -------
  [     *                                                                                                                       ]
------- ------------------------- ------- -------
  [     *                                                                                                                       ]
------- ------------------------- ------- -------
  [     *                                                                                                                       ]
------- ------------------------- ------- -------
  [     *                                                                                                                       ]
------- ------------------------- ------- -------
  [     *                                                                                                                       ]
------- ------------------------- ------- -------
  [     *                                                                                                                       ]
------- ------------------------- ------- -------
  [     *                                                                                                                       ]
------- ------------------------- ------- -------
  [     *                                                                                                                       ]
------- ------------------------- ------- ------- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -------

------------------------------------ ------ ---------- ----------------------- -----------------------------------------------------
Project Milestones Sensorcluster     Task              Milestone         o     Summary
SC01
Date:  Feb 20 `01
------------------------------------------------------ ------------------------------------------------------ ----------------------
Milestones Sensorcluster SC01 SD                                              Page 1                           STATUS AS OF: 2/20/01
------------------------------------------------------ ------------------------------------------------------ ----------------------
</TABLE>


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<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                  MILESTONES [*]
-----------------------------------------------------------------------------------------------------------------------------------
  ID    Task Name  SDID     CT              1Q01            2Q01         3Q01      4Q01           1Q02           2Q02         3Q02
-----------------------------------------------------------------------------------------------------------------------------------
                                  D    J    F    M    A    M   J   J   A    S    O   N    D    J    F   M   A    M   J    J   A   S
-----------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
Project Milestones [*]                Task |       |    Milestone *             Summary
Date:  Feb 20 '01
------------------------------------------------------------------------------------------------------------------------------------
Milestones [*]                                                   Page 2                                        STATUS AS OF: 2/20/01
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


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OMITTED PORTIONS.
<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                  MILESTONES [*]
-----------------------------------------------------------------------------------------------------------------------------------
  ID    Task Name  SDID     CT              1Q01            2Q01         3Q01      4Q01           1Q02           2Q02         3Q02
-----------------------------------------------------------------------------------------------------------------------------------
                                  D    J    F    M    A    M   J   J   A    S    O   N    D    J    F   M   A    M   J    J   A   S
-----------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----

-----------------------------------------------------------------------------------------------------------------------------------
Project Milestones [*]                Task |       |    Milestone *             Summary
Date:  Feb 20 '01
------------------------------------------------------------------------------------------------------------------------------------
Milestones [*]                                                   Page 3                                        STATUS AS OF: 2/20/01
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


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OMITTED PORTIONS.
<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                  MILESTONES [*]
-----------------------------------------------------------------------------------------------------------------------------------
  ID    Task Name  SDID     CT              1Q01            2Q01         3Q01      4Q01           1Q02           2Q02         3Q02
-----------------------------------------------------------------------------------------------------------------------------------
                                  D    J    F    M    A    M   J   J   A    S    O   N    D    J    F   M   A    M   J    J   A   S
-----------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----

-----------------------------------------------------------------------------------------------------------------------------------
Project Milestones [*]                Task |       |    Milestone *             Summary
Date:  Feb 20 '01
------------------------------------------------------------------------------------------------------------------------------------
Milestones [*]                                                   Page 1                                       STATUS AS OF: 2/20/01
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


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<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                  MILESTONES [*]
-----------------------------------------------------------------------------------------------------------------------------------
  ID    Task Name  SDID     CT              1Q01            2Q01         3Q01      4Q01           1Q02           2Q02         3Q02
-----------------------------------------------------------------------------------------------------------------------------------
                                  D    J    F    M    A    M   J   J   A    S    O   N    D    J    F   M   A    M   J    J   A   S
-----------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----
  [     *                                                                                                                        ]
------- -------- --------- -----

-----------------------------------------------------------------------------------------------------------------------------------
Project Milestones [*]                Task |       |    Milestone *             Summary
Date:  Feb 20 '01
------------------------------------------------------------------------------------------------------------------------------------
Milestones [*]                                                   Page 1                                       STATUS AS OF: 2/20/01
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


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<PAGE>

                                  ATTACHMENT 3

                          CLUSTER 2001 PRODUCTION PLAN

The  production  plan  for  the  manufacture  of the  [*]  supports  the  launch
requirements  of  Continental   Teves.   The  approach  and  commitment  to  the
preparation  of production by SDID is predicated on the  definitization  of this
agreement, [*] and the [*] and [*] as defined in the Morganton Agreement.

1.0    Production  Capacity.  In  agreement  with  the  supply  and  development
       agreement,  capacity  for the [*] is set to produce [*] with a [*].  This
       [*]. Additional capacity,  when required, will be put in place by SDID to
       support rates over [*], however  consideration  must be given to adequate
       lead-time for SDID and its suppliers to support  alternate  higher rates.
       The Cluster  2001 is made up of [*].  Since the [*] are not known at this
       time,  all  capacity  planning  for the  sensor  module is  assumed to be
       redundant.  All [*] noted in [*] are estimates at this time, based on the
       current  understanding of the product,  which is in development.  [*] may
       vary as the design and process is finalized and negotiated prices for the
       [*] are determined.

1.1.1                      [*].  The  [*]  process   will   require   additional
                           equipment  as  identified  in the [*] to support  the
                           ramp up plan.

1.1.2                      [*].  The  [*]  process   will   require   additional
                           equipment as identified in [*] to support the ramp up
                           plan.

1.2     Cluster Final  Assembly.  [*]. [*] (if necessary) is performed  prior to
        shipment. This process is planned to start with initial capacity at SDID
        [*]

2.0    Production Facilities. All planning and pricing (except as noted for [*])
       is based on [*]. Consideration will be given to requests from Continental
       Teves to consider [*]. [*] for [*] effect the target  pricing as noted in
       Attachment 4 of the supply and development agreement.

3.0      [*]


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<TABLE>
<CAPTION>
             SDID/CT CLUSTER PLANNING 17.NOV.00 (UPDATED 02/13/2001)

                                      TOTAL QTY BY FISCAL YEAR
-------------------------------------------------------------------------------------------------------
     CT SCHED 17.11.00 RAW

PLATFORM          DESIGN            FY 01          FY 02         FY 03         FY 04         FY 05
================================ ============= ============== ============= ============= =============
<S>            <C>               <C>           <C>            <C>           <C>           <C>
CLUSTER        [*]                          -            [*]           [*]           [*]           [*]
               [*]                          -            [*]             -           [*]           [*]
               ----------------- ------------- -------------- ------------- ------------- -------------
               [*]                          -            [*]           [*]           [*]           [*]
               [*]                          -            [*]           [*]           [*]           [*]
============== ================= ============= ============== ============= ============= =============
                  CLUSTER  TOTAL            -            [*]           [*]           [*]           [*]
================================ ============= ============== ============= ============= =============
   CT SCHED TOTAL                           -            [*]           [*]           [*]           [*]
-------------------------------------------------------------------------------------------------------


-------------------------------------------------------------------------------------------------------
    CT SCHED - SDID PORTION
PLATFORM          DESIGN            FY 01          FY 02         FY 03         FY 04         FY 05
================================ ============= ============== ============= ============= =============
CLUSTER        [*]                          -            [*]           [*]           [*]           [*]
               [*]                          -            [*]             -           [*]           [*]
               ----------------- ------------- -------------- ------------- ------------- -------------
               [*]                          -            [*]           [*]           [*]           [*]
               [*]                          -            [*]           [*]           [*]           [*]
============== ================= ============= ============== ============= ============= =============
                  CLUSTER  TOTAL            -            [*]           [*]           [*]           [*]
============== ================= ============= ============== ============= ============= =============
   SDID PORTION TOTAL                                    [*]           [*]           [*]           [*]
================================ ============= ============== ============= ============= =============
SENSOR MODULE                                            [*]           [*]           [*]           [*]
-------------------------------------------------------------------------------------------------------


-------------------------------------------------------------------------------------------------------
     CT SCHED - CT PORTION
PLATFORM          DESIGN            FY 01          FY 02         FY 03         FY 04         FY 05
-------------------------------- ------------- -------------- ------------- ------------- -------------
CLUSTER        [*]                          -            [*]           [*]             -             -
                                 ------------- -------------- ------------- ------------- -------------
               [*]                          -              -           [*]           [*]           [*]
                                 ------------- -------------- ------------- ------------- -------------
               [*]                          -              -           [*]           [*]           [*]
-------------------------------- ------------- -------------- ------------- ------------- -------------
   CT PORTION TOTAL                         -            [*]           [*]           [*]           [*]
-------------------------------- ------------- -------------- ------------- ------------- -------------

                                    CT TOTAL BY CALENDAR YEAR
--------------------------------  ---------------------------------------------------------------------
     CT SCHED 17.11.00 RAW

PLATFORM          DESIGN             CY 01         CY 02         CY 03         CY 04         CY 05
================================  ============= ============= ============= ============= =============
CLUSTER        [*]                           -           [*]           [*]           [*]           [*]
               [*]                         [*]           [*]             -           [*]           [*]
               -----------------  ============= ------------- ------------- ------------- -------------
               [*]                           -           [*]           [*]           [*]           [*]
               [*]                           -           [*]           [*]           [*]           [*]
============== =================  ============= ============= ============= ============= =============
                  CLUSTER  TOTAL           [*]           [*]           [*]           [*]           [*]
================================  ============= ============= ============= ============= =============
   CT SCHED TOTAL                          [*]           [*]           [*]           [*]           [*]
-------------------------------- ----------------------------------------------------------------------


-------------------------------- ----------------------------------------------------------------------
    CT SCHED - SDID PORTION
PLATFORM          DESIGN             CY 01         CY 02         CY 03         CY 04         CY 05
================================  ============= ============= ============= ============= =============
CLUSTER        [*]                           -           [*]           [*]           [*]           [*]
               [*]                         [*]           [*]             -           [*]           [*]
               -----------------  ------------- ------------- ------------- ------------- -------------
               [*]                           -           [*]           [*]           [*]           [*]
               [*]                           -           [*]           [*]           [*]           [*]
============== =================  ============= ============= ============= ============= =============
                  CLUSTER  TOTAL           [*]           [*]           [*]           [*]           [*]
============== =================  ============= ============= ============= ============= =============
   SDID PORTION TOTAL                      [*]           [*]           [*]           [*]           [*]
================================  ============= ============= ============= ============= =============
SENSOR MODULE                                -           [*]           [*]           [*]           [*]
-------------------------------- ----------------------------------------------------------------------


-------------------------------- ----------------------------------------------------------------------
     CT SCHED - CT PORTION
PLATFORM          DESIGN             CY 01         CY 02         CY 03         CY 04         CY 05
--------------------------------  ------------- ------------- ------------- ------------- -------------
CLUSTER        [*]                           -           [*]             -             -             -
                                  ------------- ------------- ------------- ------------- -------------
               [*]                           -             -           [*]           [*]           [*]
                                  ------------- ------------- ------------- ------------- -------------
               [*]                           -             -           [*]           [*]           [*]
--------------------------------  ------------- ------------- ------------- ------------- -------------
   CT PORTION TOTAL                          -           [*]           [*]           [*]           [*]
--------------------------------  ------------- ------------- ------------- ------------- -------------
</TABLE>

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<PAGE>
<TABLE>
<CAPTION>
                                   SDID / CT CLUSTER PLANNING 17.NOV.00 (UPDATED 02/13/2001)
--------------------------------- --------------------------------------------------------------------------------------------
     CT SCHED 17.11.00 RAW         2001 (UPDATED 02/13/2001 WITH CT T.WOLF SCHED DATED 22.01.01)
PLATFORM       DESIGN               Jan-2001    Feb-2001   Mar-2001    Apr-2001   May-2001    Jun-2001    Jul-2001   Aug-2001
============== ================== =========== ========== =========== ========== =========== =========== ========== ===========
<S>            <C>                <C>         <C>        <C>         <C>        <C>         <C>         <C>        <C>
CLUSTER        [*]                        --         --          --         --          --          --         --          --
               [*]                        --         --          --         --          --          --         --          --
               [*]                        --         --          --         --          --          --         --          --
               [*]                        --         --          --         --          --          --         --          --
============== ================== =========== ========== =========== ========== =========== =========== ========== ===========
                    CLUSTOR TOTAL         --         --          --         --          --          --         --          --
================================= =========== ========== =========== ========== =========== =========== ========== ===========
         CT SCHED TOTAL                   --         --          --         --          --          --         --          --

    CT SCHED - SDID PORTION        2,001
PLATFORM       DESIGN              Jan-2001   Feb-2001    Mar-2001   Apr-2001    May-2001    Jun-2001   Jul-2001    Aug-2001
============== ================== =========== ========== =========== ========== =========== =========== ========== ===========
CLUSTER        [*]                        --         --          --         --          --          --         --          --
               [*]                        --         --          --         --          --          --         --          --
               [*]                        --         --          --         --          --          --         --          --
               [*]                        --         --          --         --          --          --         --          --
============== ================== =========== ========== =========== ========== =========== =========== ========== ===========
                   CLUSTOR TOTAL          --         --          --          --         --          --         --          --
================================  =========== ========== =========== =========== ========== =========== ========== ===========
       SDID PORTION TOTAL                 --         --          --         --          --          --         --          --
--------------------------------- ----------- ---------- ----------- ---------- ----------- ----------- ---------- -----------
SENSOR MODULE                             --         --          --         --          --          --         --          --

     CT SCHED - CT PORTION         2,001
PLATFORM       DESIGN              Jan-2001   Feb-2001    Mar-2001   Apr-2001    May-2001    Jun-2001   Jul-2001    Aug-2001
============== ================== =========== ========== =========== ========== =========== =========== ========== ===========
CLUSTOR        [*]                        --         --          --         --          --          --         --          --
               [*]                        --         --          --         --          --          --         --          --
               [*]                        --         --          --         --          --          --         --          --
============== ================== =========== ========== =========== ========== =========== =========== ========== ===========
CT PORTION TOTAL                          --         --          --         --          --          --         --          --

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


-------------------------------------------------------------------------------------------
     CT SCHED 17.11.00 RAW    2001 (UPDATED 02/13/2001 WITH CT T.WOLF SCHED DATED 22.01.01)
PLATFORM       DESIGN             Sep-2001   Oct-2001    Nov-2001   Dec-2001    TOTAL
============== ================== ========== =========== ========== =========== ===========
CLUSTER        [*]                       --          --         --          --          --
               [*]                       --         [*]        [*]         [*]         [*]
               [*]                       --          --         --          --          --
               [*]                       --          --         --          --          --
============== ================== ========== =========== ========== =========== ===========
                    CLUSTOR TOTAL        --         [*]        [*]         [*]         [*]
================================= ========== =========== ========== =========== ===========
         CT SCHED TOTAL                  --         [*]        [*]         [*]         [*]

   CT SCHED - SDID PORTION
PLATFORM       DESIGN             Sep-2001    Oct-2001   Nov-2001    Dec-2001     TOTAL
============== ================== ========== =========== ========== =========== ===========
CLUSTER        [*]                       --          --         --          --          --
               [*]                       --         [*]        [*]         [*]         [*]
               [*]                       --          --         --          --          --
               [*]                       --          --         --          --          --
============== ================== ========== =========== ========== =========== ===========
                   CLUSTOR TOTAL         --         [*]         [*]        [*]         [*]
================================  =========== ========== =========== ========== ===========
       SDID PORTION TOTAL                --         [*]        [*]         [*]         [*]
--------------------------------- ---------- ----------- ---------- ----------- -----------
SENSOR MODULE                            --          --         --          --          --

     CT SCHED - CT PORTION
PLATFORM       DESIGN             Sep-2001    Oct-2001   Nov-2001    Dec-2001     TOTAL
============== ================== ========== =========== ========== =========== ===========
CLUSTOR        [*]                       --          --         --          --          --
               [*]                       --          --         --          --          --
               [*]                       --          --         --          --          --
============== ================== ========== =========== ========== =========== ===========
CT PORTION TOTAL                         --          --         --          --          --

-------------------------------------------------------------------------------------------
</TABLE>

[*]  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE  COMMISSION.  CONFIDENTIAL  TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
<PAGE>
<TABLE>
<CAPTION>
                     SDID/CT GRS/CLUSTER PLANNING 17.NOV.00
------------------------------------------------------------------------------------------------------------------------------
     CT SCHED 17.11.00 RAW         2,002

PLATFORM       DESIGN             Jan-2002    Feb-2002   Mar-2002    Apr-2002    May-2002    Jun-2002    Jul-2002   Aug-2002
============== ================== =========== ========== =========== ========== =========== =========== ========== ===========
<S>            <C>                <C>         <C>        <C>         <C>        <C>         <C>         <C>        <C>
CLUSTER        [*]                        --         --          --         --          --         [*]        [*]         [*]
               [*]                       [*]        [*]         [*]        [*]         [*]         [*]        [*]         [*]
               [*]                        --         --          --         --          --          --        [*]         [*]
               [*]                        --         --          --        [*]         [*]         [*]        [*]         [*]
============== ================== =========== ========== =========== ========== =========== =========== ========== ===========
                    CLUSTOR TOTAL        [*]        [*]         [*]        [*]         [*]         [*]        [*]         [*]
================================= =========== ========== =========== ========== =========== =========== ========== ===========
         CT SCHED TOTAL                  [*]        [*]         [*]        [*]         [*]         [*]        [*]         [*]

    CT SCHED - SDID PORTION        2,002
PLATFORM       DESIGN              Jan-2002   Feb-2002    Mar-2002   Apr-2002    May-2002    Jun-2002   Jul-2002    Aug-2002
============== ================== =========== ========== =========== ========== =========== =========== ========== ===========
CLUSTER        [*]                        --         --          --         --          --         [*]        [*]         [*]
               [*]                       [*]        [*]         [*]        [*]         [*]         [*]        [*]         [*]
               [*]                        --         --          --         --          --          --        [*]         [*]
               [*]                        --         --          --        [*]         [*]         [*]        [*]         [*]
============== ================== =========== ========== =========== ========== =========== =========== ========== ===========
                   CLUSTOR TOTAL         [*]        [*]         [*]        [*]         [*]         [*]        [*]         [*]
================================  =========== ========== =========== =========== ========== =========== ========== ===========
       SDID PORTION TOTAL                [*]        [*]         [*]        [*]         [*]         [*]        [*]         [*]
--------------------------------- ----------- ---------- ----------- ---------- ----------- ----------- ---------- -----------
SENSOR MODULE                             --         --          --         --          --          --        [*]         [*]

     CT SCHED - CT PORTION        2,002
PLATFORM       DESIGN              Jan-2002   Feb-2002    Mar-2002   Apr-2002    May-2002    Jun-2002   Jul-2002    Aug-2002
============== ================== =========== ========== =========== ========== =========== =========== ========== ===========
CLUSTOR        [*]                        --         --          --         --          --          --        [*]         [*]
               [*]                        --         --          --         --          --          --         --          --
               [*]                        --         --          --         --          --          --         --          --
============== ================== =========== ========== =========== ========== =========== =========== ========== ===========
CT PORTION TOTAL                          --         --          --         --          --          --        [*]         [*]
------------------------------------------------------------------------------------------------------------------------------


--------------------------------- ----------------------------------------------------------
     CT SCHED 17.11.00 RAW

PLATFORM       DESIGN              Sep-2002   Oct-2002    Nov-2002   Dec-2002       TOTAL
============== ==================  ========== =========== ========== =========== ===========
CLUSTER        [*]                       [*]         [*]        [*]         [*]         [*]
               [*]                        --          --         --          --         [*]
               [*]                       [*]         [*]        [*]         [*]         [*]
               [*]                       [*]         [*]        [*]         [*]         [*]
============== ==================  ========== =========== ========== =========== ===========
                    CLUSTOR TOTAL        [*]         [*]        [*]         [*]         [*]
=================================  ========== =========== ========== =========== ===========
         CT SCHED TOTAL                  [*]         [*]        [*]         [*]         [*]

    CT SCHED - SDID PORTION

PLATFORM       DESIGN              Sep-2002    Oct-2002   Nov-2002    Dec-2002     TOTAL
============== ==================  ========== =========== ========== =========== ===========
CLUSTER        [*]                       [*]         [*]        [*]         [*]         [*]
               [*]                        --          --         --          --         [*]
               [*]                       [*]         [*]        [*]         [*]         [*]
               [*]                       [*]         [*]        [*]         [*]         [*]
============== ==================  ========== =========== ========== =========== ===========
                   CLUSTOR TOTAL         [*]         [*]         [*]        [*]         [*]
================================ ============ ========== =========== ========== ===========
       SDID PORTION TOTAL                [*]         [*]        [*]         [*]         [*]
---------------------------------  ---------- ----------- ---------- ----------- -----------
SENSOR MODULE                            [*]         [*]        [*]         [*]         [*]

     CT SCHED - CT PORTION

PLATFORM       DESIGN              Sep-2002    Oct-2002   Nov-2002    Dec-2002     TOTAL
============== ==================  ========== =========== ========== =========== ===========
CLUSTOR        [*]                       [*]         [*]        [*]         [*]         [*]
               [*]                        --          --         --          --          --
               [*]                        --          --         --          --          --
============== ==================  ========== =========== ========== =========== ===========
CT PORTION TOTAL                         [*]         [*]        [*]         [*]         [*]
--------------------------------------------------------------------------------------------
</TABLE>

[*]  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE  COMMISSION.  CONFIDENTIAL  TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
<PAGE>
<TABLE>
<CAPTION>
                       SDID/CT CLUSTER PLANNING 17.NOV.00
-------------------------------------------------------------------------------------------------------------------------------
     CT SCHED 17.11.00 RAW         2,003
PLATFORM       DESIGN              Jan-2003    Feb-2003   Mar-2003    Apr-2003   May-2003    Jun-2003    Jul-2003   Aug-2003
============== ==================  =========== ========== =========== ========== =========== =========== ========== ===========
<S>            <C>                 <C>         <C>        <C>         <C>        <C>         <C>         <C>        <C>
CLUSTER        [*]                       [*]        [*]         [*]        [*]         [*]         [*]        [*]         [*]
               [*]                        --         --          --         --          --          --         --          --
               [*]                       [*]        [*]         [*]        [*]         [*]         [*]        [*]         [*]
               [*]                       [*]        [*]         [*]        [*]         [*]         [*]        [*]         [*]
============== ==================  =========== ========== =========== ========== =========== =========== ========== ===========
                    CLUSTOR TOTAL        [*]        [*]         [*]        [*]         [*]         [*]        [*]         [*]
=================================  =========== ========== =========== ========== =========== =========== ========== ===========
         CT SCHED TOTAL                  [*]        [*]         [*]        [*]         [*]         [*]        [*]         [*]

    CT SCHED - SDID PORTION        2,003
PLATFORM       DESIGN              Jan-2003    Feb-2003    Mar-2003    Apr-2003    May-2003    Jun-2003   Jul-2003    Aug-2003
============== ==================  =========== ========== =========== ========== =========== =========== ========== ===========
CLUSTER        [*]                       [*]        [*]         [*]        [*]         [*]         [*]        [*]         [*]
               [*]                        --         --          --         --          --          --         --          --
               [*]                       [*]        [*]         [*]        [*]         [*]         [*]        [*]         [*]
               [*]                       [*]        [*]         [*]        [*]         [*]         [*]        [*]         [*]
============== ==================  =========== ========== =========== ========== =========== =========== ========== ===========
                    CLUSTOR TOTAL        [*]        [*]         [*]        [*]         [*]         [*]        [*]         [*]
=================================  =========== ========== =========== =========== ========== =========== ========== ===========
       SDID PORTION TOTAL                [*]        [*]         [*]        [*]         [*]         [*]        [*]         [*]
---------------------------------  ----------- ---------- ----------- ---------- ----------- ----------- ---------- -----------
SENSOR MODULE                            [*]        [*]         [*]        [*]         [*]         [*]        [*]         [*]

     CT SCHED - CT PORTION         2,003
PLATFORM       DESIGN              Jan-2003     Feb-2003   Mar-2003    Apr-2003    May-2003    Jun-2003   Jul-2003    Aug-2003
============== ==================  =========== ========== =========== ========== =========== =========== ========== ===========
CLUSTOR        [*]                        --         --          --         --          --          --         --          --
               [*]                       [*]        [*]         [*]        [*]         [*]         [*]        [*]         [*]
               [*]                       [*]        [*]         [*]        [*]         [*]         [*]        [*]         [*]
============== ==================  =========== ========== =========== ========== =========== =========== ========== ===========
CT PORTION TOTAL                         [*]        [*]         [*]        [*]         [*]         [*]        [*]         [*]
-------------------------------------------------------------------------------------------------------------------------------


------------------------------------------------------------------------------------------
     CT SCHED 17.11.00 RAW
PLATFORM       DESIGN              Sep-2003   Oct-2003    Nov-2003   Dec-2003    TOTAL
============== ================== ========== =========== ========== =========== ===========
CLUSTER        [*]                     [*]         [*]        [*]         [*]         [*]
               [*]                      --          --         --          --          --
               [*]                     [*]         [*]        [*]         [*]         [*]
               [*]                     [*]         [*]        [*]         [*]         [*]
============== ================== ========== =========== ========== =========== ===========
                    CLUSTOR TOTAL      [*]         [*]        [*]         [*]         [*]
================================= ========== =========== ========== =========== ===========
         CT SCHED TOTAL                [*]         [*]        [*]         [*]         [*]

    CT SCHED - SDID PORTION
PLATFORM       DESIGN              Sep-2003    Oct-2003   Nov-2003    Dec-2003     TOTAL
============== ================== ========== =========== ========== =========== ===========
CLUSTER        [*]                     [*]         [*]        [*]         [*]         [*]
               [*]                      --          --         --          --          --
               [*]                     [*]         [*]        [*]         [*]         [*]
               [*]                     [*]         [*]        [*]         [*]         [*]
============== ================== ========== =========== ========== =========== ===========
                    CLUSTOR TOTAL      [*]        [*]         [*]        [*]         [*]
================================= =========== ========== =========== ========== ===========
       SDID PORTION TOTAL              [*]         [*]        [*]         [*]         [*]
--------------------------------- ---------- ----------- ---------- ----------- -----------
SENSOR MODULE                          [*]         [*]        [*]         [*]         [*]

     CT SCHED - CT PORTION
PLATFORM       DESIGN              Sep-2003    Oct-2003   Nov-2003    Dec-2003     TOTAL
============== ================== ========== =========== ========== =========== ===========
CLUSTOR        [*]                      --          --         --          --          --
               [*]                     [*]         [*]        [*]         [*]         [*]
               [*]                     [*]         [*]        [*]         [*]         [*]
============== ================== ========== =========== ========== =========== ===========
CT PORTION TOTAL                       [*]         [*]        [*]         [*]         [*]
------------------------------------------------------------------------------------------
</TABLE>

[*]  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE  COMMISSION.  CONFIDENTIAL  TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
<PAGE>
<TABLE>
<CAPTION>
                       SDID/CT CLUSTER PLANNING 17.NOV.00

--------------------------------------------------------------------------------------------------------------------------------
     CT SCHED 17.11.00 RAW         2,004
PLATFORM       DESIGN              Jan-2004    Feb-2004   Mar-2004    Apr-2004   May-2004    Jun-2004    Jul-2004   Aug-2004
============== ==================  =========== ========== =========== ========== =========== =========== ========== ===========
<S>            <C>                 <C>         <C>        <C>         <C>        <C>         <C>         <C>        <C>
CLUSTER        [*]                       [*]        [*]         [*]        [*]         [*]         [*]        [*]         [*]
               [*]                         -          -           -          -           -           -        [*]         [*]
               [*]                       [*]        [*]         [*]        [*]         [*]         [*]        [*]         [*]
               [*]                       [*]        [*]         [*]        [*]         [*]         [*]        [*]         [*]
============== ==================  =========== ========== =========== ========== =========== =========== ========== ===========
                    CLUSTOR TOTAL        [*]        [*]         [*]        [*]         [*]         [*]        [*]         [*]
=================================  =========== ========== =========== ========== =========== =========== ========== ===========
         CT SCHED TOTAL                  [*]        [*]         [*]        [*]         [*]         [*]        [*]         [*]

    CT SCHED - SDID PORTION        2,004
PLATFORM       DESIGN              Jan-2004   Feb-2004    Mar-2004   Apr-2004    May-2004    Jun-2004   Jul-2004    Aug-2004   S
============== ==================  =========== ========== =========== ========== =========== =========== ========== ===========
CLUSTER        [*]                       [*]        [*]         [*]        [*]         [*]         [*]        [*]         [*]
               [*]                         -          -           -          -           -           -        [*]         [*]
               [*]                       [*]        [*]         [*]        [*]         [*]         [*]        [*]         [*]
               [*]                       [*]        [*]         [*]        [*]         [*]         [*]        [*]         [*]
============== ==================  =========== ========== =========== ========== =========== =========== ========== ===========
                   CLUSTOR TOTAL         [*]        [*]         [*]        [*]         [*]         [*]        [*]         [*]
================================   =========== ========== =========== =========== ========== =========== ========== ===========
       SDID PORTION TOTAL                [*]        [*]         [*]        [*]         [*]         [*]        [*]         [*]
--------------------------------- ----------- ---------- ----------- ---------- ----------- ----------- ---------- ----------- -
SENSOR MODULE                            [*]        [*]         [*]        [*]         [*]         [*]        [*]         [*]

     CT SCHED - CT PORTION         2,004
PLATFORM       DESIGN              Jan-2004   Feb-2004    Mar-2004   Apr-2004    May-2004    Jun-2004   Jul-2004    Aug-2004   S
============== ==================  =========== ========== =========== ========== =========== =========== ========== ===========
CLUSTOR        [*]                         -          -           -          -           -           -          -           -
               [*]                       [*]        [*]         [*]        [*]         [*]         [*]        [*]         [*]
               [*]                       [*]        [*]         [*]        [*]         [*]         [*]        [*]         [*]
============== ==================  =========== ========== =========== ========== =========== =========== ========== ===========
CT PORTION TOTAL                         [*]        [*]         [*]        [*]         [*]         [*]        [*]         [*]
--------------------------------------------------------------------------------------------------------------------------------


---------------------------------  ---------------------------------------------------------
     CT SCHED 17.11.00 RAW
PLATFORM       DESIGN              Sep-2004   Oct-2004    Nov-2004   Dec-2004    TOTAL
============== ==================  ========== =========== ========== =========== ===========
CLUSTER        [*]                      [*]         [*]        [*]         [*]         [*]
               [*]                      [*]         [*]        [*]         [*]         [*]
               [*]                      [*]         [*]        [*]         [*]         [*]
               [*]                      [*]         [*]        [*]         [*]         [*]
============== ==================  ========== =========== ========== =========== ===========
                    CLUSTOR TOTAL       [*]         [*]        [*]         [*]         [*]
=================================  ========== =========== ========== =========== ===========
         CT SCHED TOTAL                 [*]         [*]        [*]         [*]         [*]

    CT SCHED - SDID PORTION
PLATFORM       DESIGN               Sep-2004   Oct-2004    Nov-2004    Dec-2004     TOTAL
============== ==================  ========== =========== ========== =========== ===========
CLUSTER        [*]                      [*]         [*]        [*]         [*]         [*]
               [*]                      [*]         [*]        [*]         [*]         [*]
               [*]                      [*]         [*]        [*]         [*]         [*]
               [*]                      [*]         [*]        [*]         [*]         [*]
============== ==================  ========== =========== ========== =========== ===========
                   CLUSTOR TOTAL        [*]         [*]        [*]         [*]         [*]
================================   =========== ========== =========== ========== ===========
       SDID PORTION TOTAL               [*]         [*]        [*]         [*]         [*]
--------------------------------- ---------- ----------- ---------- ----------- -----------
SENSOR MODULE                           [*]         [*]        [*]         [*]         [*]

     CT SCHED - CT PORTION
PLATFORM       DESIGN               Sep-2004   Oct-2004    Nov-2004    Dec-2004     TOTAL
============== ==================  ========== =========== ========== =========== ===========
CLUSTOR        [*]                        -           -          -           -           -
               [*]                      [*]         [*]        [*]         [*]         [*]
               [*]                      [*]         [*]        [*]         [*]         [*]
============== ==================  ========== =========== ========== =========== ===========
CT PORTION TOTAL                        [*]         [*]        [*]         [*]         [*]
-------------------------------------------------------------------------------------------
</TABLE>

[*]  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE  COMMISSION.  CONFIDENTIAL  TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
<PAGE>
<TABLE>
<CAPTION>
                       SDID/CT CLUSTER PLANNING 17.NOV.00
-------------------------------------------------------------------------------------------------------------------------------
     CT SCHED 17.11.00 RAW         2,005
PLATFORM       DESIGN              Jan-2005    Feb-2005   Mar-2005    Apr-2005   May-2005    Jun-2005    Jul-2005   Aug-2005
============== ==================  =========== ========== =========== ========== =========== =========== ========== ============
<S>            <C>                 <C>         <C>        <C>         <C>        <C>         <C>         <C>        <C>
CLUSTER        [*]                       [*]        [*]         [*]        [*]         [*]         [*]        [*]         [*]
               [*]                       [*]        [*]         [*]        [*]         [*]         [*]        [*]         [*]
               [*]                       [*]        [*]         [*]        [*]         [*]         [*]        [*]         [*]
               [*]                       [*]        [*]         [*]        [*]         [*]         [*]        [*]         [*]
============== ==================  =========== ========== =========== ========== =========== =========== ========== ============
                    CLUSTOR TOTAL        [*]        [*]         [*]        [*]         [*]         [*]        [*]         [*]
=================================  =========== ========== =========== ========== =========== =========== ========== ============
         CT SCHED TOTAL                  [*]        [*]         [*]        [*]         [*]         [*]        [*]         [*]

    CT SCHED - SDID PORTION        2,005
PLATFORM       DESIGN              Jan-2005   Feb-2005    Mar-2005   Apr-2005    May-2005    Jun-2005   Jul-2005    Aug-2005
============== ==================  =========== ========== =========== ========== =========== =========== ========== ============
CLUSTER        [*]                       [*]        [*]         [*]        [*]         [*]         [*]        [*]         [*]
               [*]                       [*]        [*]         [*]        [*]         [*]         [*]        [*]         [*]
               [*]                       [*]        [*]         [*]        [*]         [*]         [*]        [*]         [*]
               [*]                       [*]        [*]         [*]        [*]         [*]         [*]        [*]         [*]
============== ==================  =========== ========== =========== ========== =========== =========== ========== ============
                   CLUSTOR TOTAL         [*]        [*]         [*]        [*]         [*]         [*]        [*]         [*]
================================   =========== ========== =========== =========== ========== =========== ========== ============
       SDID PORTION TOTAL                [*]        [*]         [*]        [*]         [*]         [*]        [*]         [*]
--------------------------------- ----------- ---------- ----------- ---------- ----------- ----------- ---------- -----------
SENSOR MODULE                            [*]        [*]         [*]        [*]         [*]         [*]        [*]         [*]

     CT SCHED - CT PORTION         2,005
PLATFORM       DESIGN              Jan-2005   Feb-2005    Mar-2005   Apr-2005    May-2005    Jun-2005   Jul-2005    Aug-2005
============== ==================  =========== ========== =========== ========== =========== =========== ========== ============
CLUSTOR        [*]                         -          -           -          -           -           -          -           -
               [*]                       [*]        [*]         [*]        [*]         [*]         [*]        [*]         [*]
               [*]                       [*]        [*]         [*]        [*]         [*]         [*]        [*]         [*]
============== ==================  =========== ========== =========== ========== =========== =========== ========== ============
CT PORTION TOTAL                         [*]        [*]         [*]        [*]         [*]         [*]        [*]         [*]
-------------------------------------------------------------------------------------------------------------------------------


-------------------------------------------------------------------------------------------
     CT SCHED 17.11.00 RAW
PLATFORM       DESIGN              Sep-2005   Oct-2005    Nov-2005   Dec-2005    TOTAL
============== ==================  ========== =========== ========== =========== ==========
CLUSTER        [*]                      [*]         [*]        [*]         [*]         [*]
               [*]                      [*]         [*]        [*]         [*]         [*]
               [*]                      [*]         [*]        [*]         [*]         [*]
               [*]                      [*]         [*]        [*]         [*]         [*]
============== ==================  ========== =========== ========== =========== ==========
                    CLUSTOR TOTAL       [*]         [*]        [*]         [*]         [*]
=================================  ========== =========== ========== =========== ==========
         CT SCHED TOTAL                 [*]         [*]        [*]         [*]         [*]

    CT SCHED - SDID PORTION
PLATFORM       DESIGN              Sep-2005    Oct-2005    Nov-2005    Dec-2005     TOTAL
============== ==================  ========== =========== ========== =========== ==========
CLUSTER        [*]                      [*]         [*]        [*]         [*]         [*]
               [*]                      [*]         [*]        [*]         [*]         [*]
               [*]                      [*]         [*]        [*]         [*]         [*]
               [*]                      [*]         [*]        [*]         [*]         [*]
============== ==================  ========== =========== ========== =========== ==========
                   CLUSTOR TOTAL        [*]         [*]        [*]         [*]         [*]
================================   =========== ========== =========== ========== ==========
       SDID PORTION TOTAL               [*]         [*]        [*]         [*]         [*]
--------------------------------- ---------- ----------- ---------- ----------- -----------
SENSOR MODULE                           [*]         [*]        [*]         [*]         [*]

     CT SCHED - CT PORTION
PLATFORM       DESIGN               Sep-2005    Oct-2005   Nov-2005    Dec-2005     TOTAL
============== ==================  ========== =========== ========== =========== ==========
CLUSTOR        [*]                        -           -          -           -           -
               [*]                      [*]         [*]        [*]         [*]         [*]
               [*]                      [*]         [*]        [*]         [*]         [*]
============== ==================  ========== =========== ========== =========== ==========
CT PORTION TOTAL                        [*]         [*]        [*]         [*]         [*]
-------------------------------------------------------------------------------------------
</TABLE>

[*]  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE  COMMISSION.  CONFIDENTIAL  TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
<PAGE>


                                                        [*]


[*]  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE  COMMISSION.  CONFIDENTIAL  TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
<PAGE>


                                                        [*]


[*]  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE  COMMISSION.  CONFIDENTIAL  TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
<PAGE>


                                                        [*]


[*]  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE  COMMISSION.  CONFIDENTIAL  TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
<PAGE>
<TABLE>
<CAPTION>

                                  Attachment 4

                        Systron Donner Inertial Division
                      Cluster 2001 Budgetary Target Pricing
                              December 20, 2000 Fax
                              Calendar Year Pricing
<S>                                 <C>           <C>          <C>          <C>           <C>          <C>
                                    [*]           [*]          [*]          [*]           [*]          [*]
                                              -------------------------
                                    [*]                 [*]                 [*]           [*]          [*]
                                              -------------------------
Current Year                             [*]          [*]          [*]           [*]          [*]          [*]
Next Year                                [*]          [*]                        [*]          [*]
                                         ---          ---                        ---          ---
Tot Calendar                             [*]          [*]                        [*]          [*]          [*]
                                                               [*]
[*]
   -[*]                                  [*]          [*]          [*]           [*]          [*]          [*]   [*]
   -[*]                                  [*]                       [*]           [*]          [*]          [*]   [*]

[*]
   -[*]                                  [*]                       [*]           [*]          [*]          [*]

[*]
   -[*]                                                            [*]           [*]          [*]          [*]   [*]
   -[*]                                                            [*]           [*]          [*]          [*]
   -[*]                                                            [*]           [*]          [*]          [*]

[*]
   -[*]                                                            [*]           [*]          [*]          [*]
   -[*]                                                            [*]           [*]          [*]          [*]

[*]
   -[*]                                                            [*]           [*]          [*]          [*]
   -[*]                                                            [*]           [*]          [*]          [*]

[*]
   -[*]                                                            [*]           [*]          [*]          [*]
   -[*]                                                            [*]           [*]          [*]          [*]


[*]
   -[*]                                                            [*]           [*]          [*]          [*]   [*]
   -[*]                                                            [*]           [*]          [*]          [*]

[*]
   -[*]                                                            [*]           [*]          [*]          [*]
</TABLE>


Continental Teves and SDID shall negotiate  annually in October,  the pricing of
Clusters and Sensors  Modules for the next calendar year. This shall be based on
current information available as to cost, technology and quantity and in keeping
with the intent of the Morganton Agreement dated November 8, 2000.


[*]  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE  COMMISSION.  CONFIDENTIAL  TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
<PAGE>


                        Systron Donner Inertial Division

                      Cluster 2001 Budgetary Target Pricing

                              December 20, 2000 Fax

                              Calendar Year Pricing

Assumptions:

1.      This is based on [*] numbers  and  requires  additional  work to develop
        firmer pricing targets.

2.      [*]

3.      Calendar  2002 is a blended  average  price for  Jan-March in [*] costs,
        April-Sept  [*] FY02  costs,  and [*]  FY03  costs.  Delays  in [*] will
        increase prices.

4.      Calendar 2002 mid year is [*].

5.      [*] and [*] is launched per the Nov 17, 2000 CT forecasts.

6.      All quantities are per CT Nov 17, 2000 Forecast.

7.      No pricing is available at this time for the [*] and is assumed for this
        budgetary quote to be  [*].

        Note: Pricing Revised- [*]

                               [*]

The [*] is an estimate only. CT needs to send a final price for firm quote.

8.      Burden rates assume CT agreed to [*] in both [*].

9.      After  further  discussion  with CT, SDID will update this proposal with
        additional costs for both [*] based on the [*].


[*]  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE  COMMISSION.  CONFIDENTIAL  TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
<PAGE>

                                  ATTACHMENT 5

                            CONFIDENTIALITY AGREEMENT


<PAGE>
                                       2

                            CONFIDENTIALITY AGREEMENT

This Agreement is effective between

Systron Donner Inertial  Division a division of BEI Sensors and Systems Company,
having a principal place of business at 2700 Systron Drive, Concord,  California
94518-1399 (hereinafter "SDID").

and

Continental Teves AG & CO oHG,

a  corporation  of  Germany,   having  a  principal   place  of  business  at  7
Guerickestrasse,  60488 Frankfurt/Main, Federal Republic of Germany (hereinafter
"CT").

1.       Information, Documents, Samples

         CT,  or  their  representative,   and  SDID,  or  their  representative
         (hereinafter  each "Company" and collectively  "Companies") will supply
         to  each  other  for  the  purpose  of the  investigation  of a  supply
         relationship between SDID and CT concerning [*]

         -   various oral information (hereinafter "Information") and/or

         -   documents such as
                  hardware,  firmware,  software  and related  papers,  computer
                  printouts,  other data carriers,  electronic  data  processing
                  records,   programs  and/or  other  documents,  in  particular
                  illustrative media,  drawings,  descriptions,  specifications,
                  reports, cards, microfilms,  (hereinafter  "Documents") and/or
                  samples or models (hereinafter "Samples").

2.       Confidentiality, Restriction of Use

         The Companies agree to keep  confidential all Information and Documents
         and/or Samples  supplied to each other, to keep them under lock and key
         when stored.  The  receiving  Company will give access to  Information,

[*]  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE  COMMISSION.  CONFIDENTIAL  TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
<PAGE>
                                       3

         Documents  and/or  Samples only to those of its  employees  who need to
         know.   All  employees  of  the   receiving   Company  are  obliged  to
         confidentiality, even if they are not directly involved in the project.

3.       Property

         The  Information and the Documents  and/or Samples  supplied remain the
         property of the respective supplier.  They are supplied on a lend basis
         only.  The Companies  shall return the Documents  and/or Samples at any
         time upon request.

4.       Exceptions

         Notwithstanding any other provisions of this Agreement,  the commitment
         of confidentiality shall not apply to any information which:

                  (a)   is or becomes  publicly known through no wrongful act on
                        the receiving companies' part;

                  (b)   is already known to the receiving Company at the time of
                        disclosure   through  the  supplying  Company  or  their
                        representative  and is  designated  to be  known  by the
                        receiving Company without undue delay;

                  (c)   is received by the Companies  from a third party through
                        no  wrongful  act on the part of the third  party or the
                        receiving Company or anyone else.

5.       Reproductions

         The Documents  and/or Samples  supplied may not be reproduced.  Only in
         special  cases will the Companies  check whether prior express  written
         consent to reproduce the  Documents,  which may however be withdrawn at
         any time,  can be given.  In the event that such consent is  withdrawn,
         the  Companies  shall  also  return the  copies of the  Documents  upon
         request.


<PAGE>
                                       4

6.       Conditions of Delivery

         The supplied  Information,  Documents  and/or Samples- are entrusted to
         each of the Companies  pursuant the regulations of the Laws Prohibiting
         Unfair  Competition.  The Companies may use them solely for the purpose
         provided or permitted by each other.  In particular,  the Companies may
         not use them for manufacturing,  or having  manufactured,  the products
         concerned  for  themselves  or for third  parties and may not dismantle
         Samples.

7.       Reserve of Rights

         The Companies reserve all rights,  including copyrights,  in respect of
         the supplied Samples and/or  Information and Documents and the products
         and  parts  thereof  depicted  therein  as  well as  their  information
         contained,  at home and  abroad,  also in the  event of a patent  being
         granted or a utility model being registered.

8.       Subject Matter

         Nothing  contained in this Agreement shall constitute an obligation for
         either Company to supply specific Information, Documents and/or Samples
         to the other Company.  Nothing in this Agreement  shall grant to either
         Company the right to make  commitments  to any kind for or on behalf of
         the other Company.  This Agreement shall not constitute,  create,  give
         effect to or otherwise  imply a joint venture or  partnership or formal
         business  Organization  of  any  kind.  The  exchange  of  Information,
         Documents  and/or  Samples  hereunder  does not constitute or otherwise
         imply an offer,  acceptance,  or promise for  any-future  contract,  or
         amendment to any existing contract between the Companies.

9.       Disclosure to Third Parties

         Unless  otherwise  provided in this  Agreement,  the  Information,  the
         Documents  and  any  copies  thereof  and/or  the  Samples  may  not be
         disclosed to third  parties  without the prior  written  consent of the
         respective  supplying  Company.  If the  respective  supplying  Company


<PAGE>
                                       5

         consents to the  disclosure  to a third party,  the  receiving  Company
         shall, prior to such disclosure, make it binding on that third party to
         abide by the preceding provisions.

10.      Applicable Law

         This Agreement  shall be interpreted  and ruled in accordance  with the
         Law of the Federal  Republic of Germany,  and place of venue will be in
         Frankfurt am Main, Federal Republic of Germany.

IN WITNESS  WHEREOF,  the companies have executed this  Agreement  effective the
date of signature of the last of the Companies set forth below.

Continental Teves AG & Co oHG              Systron Donner Inertial Division

By  /s/  [illegible]                       By  /s/ [illegible]
    -------------------------------            ---------------------------------
Title  Dir. Purchasing                     Title  VP & General Manager
       ----------------------------               ------------------------------
And /s/ [illegible]                        And
    -------------------------------           ----------------------------------
Title  Commodity Manager                   Title
       ----------------------------             --------------------------------
Date  March 19, 2001                       Date  3-19-01
      -----------------------------              -------------------------------


<PAGE>
                                                                    ATTACHMENT 6

Continental  Teves'  ("Customer")  for the Purchase of  Production  Material and
Spare Parts  designated  for passenger  cars as well as Machinery and Equipment,
Auxiliary and Operation Material from their contracting  partners  ("Suppliers")
Terms and Conditions  (attached herein) were reviewed and found to be acceptable
with the  following  modifications  and/or  clarifications  and hereby  added as
Attachment 6 of Development and Supply Agreement:

Part A            Production Material and Spare Parts

I.       Decisive Conditions - This provision is acceptable as modified below:

         The legal relationship between Supplier and Customer shall be the terms
and conditions of the Supply and Development  Agreement for the cluster assembly
and these standard terms and condition as modified herein.  In cases of conflict
between  the  Supply  and  Development  Agreement  and the  standard  terms  and
conditions,   the  Supply  and  Development   Agreement  shall  have  precedent.
Modifications and supplements require written form.

II.      Order

1.       Acceptable

2.       This paragraph is acceptable with the sentence modified to read: "Calls
         for delivery are binding at the latest if the Supplier  does not object
         to them within [*], when calls placed against EDI/Scheduling Agreements
         are placed with Seller's Customer Service  Department [*] and calls for
         prototype and production  purchase  orders are placed with the Seller's
         Manager of Contracts [*]".

         PLEASE NOTE: The personnel in the above  referenced  departments may be
         changed upon written notification to the Customer.

3.       Acceptable

III.     Payment

1.       Shall be per paragraph 4.4 of the Development and Supply  Agreement for
         [*] shall apply.

2.       Acceptable

3.       Acceptable


[*]  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE  COMMISSION.  CONFIDENTIAL  TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
<PAGE>
4.       Acceptable

IV.      Notice of Defects - Acceptable

V.       Secrecy

1.       Acceptable,  with the  addition of the  following:  For elements of the
         design of the [*] at or above the [*]. The [*] and it's  electronics as
         contained in the sensor module is  proprietary  to SDID (see supply and
         development   agreement  para.  1.17  for   definitions)   and  is  not
         constrained by this or any other agreement.

2.       Acceptable

3.       Acceptable

4.       Acceptable

VI.      Delivery,  Dates of Delivery  and Terms of Delivery,  Stockkeeping  and
         Continued Deliveries

         Shall be as stated for contract deliveries in accordance with paragraph
         4.3 of the Development and Supply Agreement for [*].

4.       Acceptable,  but only with adequate lead time.  Prices for the extended
         time shall be subject to mutual agreement.

VII.     Delay in Delivery

         Liabilities shall be in accordance with paragraph 12 of the Development
         and Supply Agreement for [*].

VIII.    Acts of God - Acceptable

IX.      Quality and Documentation

1.       Acceptable

2.       Acceptable

3.       Acceptable

4.       Acceptable


[*]  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE  COMMISSION.  CONFIDENTIAL  TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
<PAGE>
X.       [*]

1.       Delete  second from last sentence  that reads,  "The customer  shall be
         entitled  to make the rework  himself or to have it executed by a third
         party, the supplier [*]". Change the last sentence to read, "Should the
         same goods be delivered  repeatedly  in a defective  condition,  [*] in
         accordance with paragraph 13 of the supply and development agreement."

2.       [*] shall be in  accordance  with  paragraph 9 of the  Development  and
         Supply Agreement for [*].

3.       Acceptable

4.       Acceptable  with the  deletion  of the last  sentence  that  reads "For
         commercial  vehicles this shall be valid only if no other agreement has
         been made."

5.       Acceptable

6.       Acceptable

XI.      Liability - Shall be in accordance  with paragraph 12 of the Supply and
         Development Agreement for [*].

XII.     Industrial  Property  Rights - Shall be in accordance with paragraph 10
         of the Supply and Development Agreement for [*].

XIII.    Precaution Means, Use of Production Means and Confidential  Information
         of the Customer

1.       Acceptable

2.       Acceptable

XIV.     Retention of Title - Shall be in accordance  with  paragraph 4.3 of the
         Development and Supply Agreement for [*].

XV.      General Terms

1.       Acceptable  in  accordance  with  Development  and  Supply   Agreement,
         paragraph  13.2 with the addition of the following  "and the proceeding
         is not  resolved  in its  favor  within  ninety  (90)  days  after  the
         appropriate   service   of   process"   after  the  words   "bankruptcy
         proceeding...".


[*]  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE  COMMISSION.  CONFIDENTIAL  TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
<PAGE>
2.       Acceptable

3.       Shall be in  accordance  with  paragraph  14.7 of the  Development  and
         Supply Agreement for [*].

4.       Shall be in accordance with paragraph 4.3 of the Development and Supply
         Agreement for [*].

5.       Shall be in  accordance  with  paragraph  14.7 of the  Development  and
         Supply Agreement for [*].


PART B     Machinery and Equipment, Auxiliary and Operating Material

This part is not  applicable,  because CT and SDID will be working  together  to
[*], to this Order or Supplier because this Order is not for [*].


[*]  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE  COMMISSION.  CONFIDENTIAL  TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
<PAGE>


                                  ATTACHMENT 7



                               Morganton Agreement
                                November 8, 2000


<PAGE>


                                                                    Attachment 7
Common agreement between CT and BEI/SDID:

1.       CT [*] SDID [*] over the period [*] at agreed upon prices  related to a
         target curve which will reflect  competitive  market prices at the time
         of initial  agreement and updated  annually to reflect  forward pricing
         pressure due to technology and competition.

2.       CT agrees to [*] SDID its [*].

              (a) CT agrees to [*] to [*] with possible [*]

              (b) CT agrees to [*] any [*] with SDID on a [*] basis, taking into
                  account  optimum  capacity  utilization  between the 2 parties
                  which are SDID-Concord and CT-Hungry.

3.       CT & SDID agree to work  jointly  in  addressing  potential  [*] and in
         diligently pursuing acceptable solutions in technology and costs.

4.       In the event CT is unable to proceed  under any of point 1), 2), or 3),
         SDID will be immediately [*]. If CT is able to proceed under points 1),
         2), and 3), the [*].

5.       CT & SDID  will  work  jointly  in  optimizing  the  efficiency  of the
         procurement  process,  with SDID taking the lead in the [*] & CT taking
         the lead in the [*]. The parties will take full  advantage of CT's [*],
         where ever feasible.

6.       Both  parties  agree  to  enter  a  development  agreement  to  address
         improvements  in  existing   technologies   and  to  develop   advanced
         technologies for future years,  including [*]. This agreement will also
         include [*].

              (a) In the event CT intends to [*] on a [*],  BEI will be notified
                  and will be [*].

              (b) There will be a [*],  where both parties will work together to
                  [*],  which  will be the  basis of the  development  agreement
                  mentioned in item 6:

7.       Both parties agree to install a Cost-Review Process,  which is based on
         an action  list to  achieve  the  targets:  mentioned-under  1) and 3).
         Common  meetings  will take  place  frequently  (for  example:  every 2
         months). Participants engineering, purchasing and costing.


Morganton, November 8, 2000
/s/  [illegible]           /s/ [illegible]           /s/ [illegible]


[*]  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE  COMMISSION.  CONFIDENTIAL  TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
<PAGE>
                                  ATTACHMENT 8

                                     [*] MOU

                                     [*] MOU


[*]  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE  COMMISSION.  CONFIDENTIAL  TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
<PAGE>
                                  ATTACHMENT 8

                                   [BEI LOGO]

                           MEMORANDUM OF UNDERSTANDING

This Memorandum of Understanding  (MOU) between  Continental  Teves AG & Co. oHG
(CT) and BEI Sensors & Systems Company,  Inc.,  Systron Donner Inertial Division
(SDID) sets forth the  criteria  for [*] to be made by  Continental  Teves.  The
purpose of this Agreement is to define  Continental Teves' and SDID's commitment
to [*] at  Systron  Donner  Inertial  Division  and  certain  [*],  in  order to
facilitate the Division to [*] the [*]. The agreed upon items are as follows:

1.       This [*] is intended to provide [*]. This capacity will be put in place
         at the SDID facility in Concord, California. This agreement may not [*]
         which may be required to [*] and will require  further review by CT and
         SDID.

2.       During the [*] from the [*] product to the [*],  the  combined [*] from
         CT will not [*]. Continental Teves will exercise, during transition and
         after transition, [*]. Significant changes to monthly production levels
         may require  pricing  adjustments to compensate  for unplanned  premium
         costs. CT will provide SDID an initial  transition plan and update this
         plan  monthly  to  insure  SDID is able to  react  in a  cost-effective
         manner.

3.       SDID will submit [*] to CT for [*]. CT will process and [*] to SDID, in
         order  that the  [*].  All [*] to CT  prior  to use.  Per the  attached
         schedule,  CT [*]. [*].  Prior to the [*] will be prepared and included
         in the [*]. Any net savings will be reflected in the [*].

4.       SDID may, at its option, [*] noted herein at their [*] if determined by
         CT to be [*].

5.       SDID and CT will jointly  negotiate with suppliers to wherever possible
         [*] in the [*] in order to minimize the [*].


                                    (1 of 8)

[*]  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE  COMMISSION.  CONFIDENTIAL  TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
<PAGE>

[BEI LOGO]

                           ATTACHMENT 8

MEMORANDUM OF UNDERSTANDING                                          Page 2 of 2
SYSTRON DONNER INERTIAL DIVISION & CONTINENTAL TEVES


6.       This MOU  shall  become an  integral  part of the [*]  Development  and
         Supply Agreement to be executed at the earliest possible date.

7.       It is a mutual  understanding  that the [*] must be optimized to insure
         the most efficient use of [*] and the impact of [*].

8.       SDID will [*].

9.       In execution of this agreement by CT, SDID agrees to fulfill its [*] as
         noted in attachment 2.

Attachments:      1)  CT [*]
                  2)  SDID [*]


BEI SENSORS & SYSTEMS COMPANY               CONTINENTAL TEVES AG & Co. oHG
SYSTRON DONNER INERTIAL DIVISION



Name:    Gerald D. Brasuell                 Name:    Horst Juergens
Title:   Vice President & General Manager   Title:   Director, Purchasing
                                            Electronic Brake System worldwide

Date:  /s/ Gerald D. Brasuell  6/30/00      Date: June 30/00  /s/ Horst Juergens
       ----------------------------------         ------------------------------
                                            Name:  Dr. Elmar Degenhart
                                                   Vice President Business Unit
                                                   Electronic Brake Systems

                                            Date: June 30/00  /s/ E. Degenhart

                                    (2 of 8)

[*]  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE  COMMISSION.  CONFIDENTIAL  TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
<PAGE>
<TABLE>
<CAPTION>
                                  Attachment 8
                        Systron Donner Inertial Division
                                Cluster 2001 [*]
                                                        [*]
                                                                     --------------------------------------------------------------
                                                                                                   [*]
                                                                     --------------------------------------------------------------
<S>                               <C>                    <C>                <C>            <C>         <C>       <C>        <C>
                                  [*]                    Comments           May            June        July      August     Sept.
                                      US$

[*]
[*]                                          [*]          [*]                                              [*]
[*]                                          [*]          [*]                      [*]
[*]                                          [*]          [*]
[*]                                          [*]
[*]                                          [*]          [*]                                                                  [*]
--------------------------------   --------------    -----------
SUB-TOTAL:                                   [*]          [*]                                                                  [*]
---------                                    ---
[*]
[*]                                          [*]                                   [*]
     [*]
     [*]
     [*]
     [*]
[*]                                          [*]          [*]                      [*]
[*]                                          [*]                                                                               [*]
[*]                                          [*]          [*]                                              [*]
[*]                                          [*]          [*]                                                         [*]
[*]                                          [*]          [*]                                   [*]
[*]                                          [*]                                                [*]
[*]                                          [*]          [*]                                   [*]
[*]                                          [*]                                                                               [*]
--------------------------------   --------------    -----------
SUB-TOTAL:                                   [*]          [*]
---------                                    ---
TOTAL [*]                                    [*]          [*]
---------                                    ---
[*]
[*]                                          [*]          [*]                                                                  [*]
[*]                                          [*]          [*]                      [*]
[*]                                          [*]                                                           [*]
[*]                                          [*]                                                [*]
[*]                                          [*]          [*]                      [*]
[*]                                          [*]          [*]                      [*]
--------------------------------   --------------    -----------
--------------------------------   -------------
SUBTOTAL:                                    [*]          [*]
--------                                     ---
TOTAL [*]                                    [*]

[*]

[*]                                          [*]                                                           [*]
[*]                                          [*]                                                           [*]
[*]                                          [*]          [*]                      [*]
[*]                                          [*]                                                [*]
[*]                                          [*]                                                [*]
[*]                                          [*]                                                [*]
[*]                                          [*]                                   [*]
[*]                                          [*]                                                [*]
[*]                                          [*]                                                [*]
[*]                                          [*]                                                [*]
[*]                                          [*]
--------------------------------   --------------    -----------
SUB-TOTAL:                                   [*]          [*]
---------                                    ---
TOTAL [*]                                    [*]
----------------------                       ---
TOTAL [*]                                    [*]          [*]                      [*]          [*]        [*]        [*]      [*]
---------                                                                          ---          ---        ---        ---      ---
[*]                                          [*]          [*]                      [*]          [*]                   [*]      [*]
GRAND TOTAL [*]                              [*]          [*]
</TABLE>

                                                              (3 of 8)

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THE  COMMISSION.  CONFIDENTIAL  TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
<PAGE>

<TABLE>
<CAPTION>
                                                    Systron Donner Inertial Division
                                                             Cluster 2001
                                                                 [*]

          Project    FY00               Project    FY01          Project    FY02    Project    FY03      Project    FY04      Total
          -------    ----               -------    ----          -------    ----    -------    ----      -------    ----      -----
<S>                   <C>        <C>                <C>       <C>            <C>    <C>          <C>     <C>           <C>
[*]                   [*]       [*]                 [*]       [*]            [*]    [*]          [*]     [*]           [*]
[*]                   [*]       [*]                 [*]
[*]                   [*]       [*]                 [*]
[*]                   [*]       [*]                 [*]
                     -----
                                [*]                 [*]
                                [*]                 [*]
                                [*]                 [*]
                                                   -----
[*]                   [*]                           [*]                      [*]                 [*]                   [*]       [*]
[*]                   [*]       [*]                 [*]       [*]            [*]
[*]                   [*]       [*]                 [*]       [*]            [*]
[*]                   [*]       [*]                 [*]       [*]            [*]                 [*]                   [*]
[*]                   [*]       [*]                 [*]
[*]                   [*]       [*]                 [*]
[*]                   [*]
[*]                   [*]
[*]                   [*]
[*]                   [*]
[*]                   [*]
[*]                   [*]
[*]                   [*]
                     -----
[*]                   [*]                           [*]                      [*]                 [*]                   [*]       [*]
[*]                                                                          [*]                 [*]                   [*]       [*]
[*]                   [*]       [*]                 [*]       [*]            [*]
[*]                   [*]       [*]                 [*]
[*]                   [*]       [*]                 [*]       [*]            [*]
[*]                   [*]       [*]                 [*]       [*]            [*]
[*]                   [*]       [*]                 [*]       [*]            [*]    [*]          [*]                   [*]
                     -----                         -----                    -----               -----                 -----
[*]                   [*]                           [*]                      [*]                 [*]                   [*]       [*]
Total SDID            [*]                           [*]                      [*]                 [*]                   [*]       [*]
</TABLE>

                                                              (4 of 8)

[*]  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE  COMMISSION.  CONFIDENTIAL  TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
<PAGE>



                           MEMORANDUM OF UNDERSTANDING

This Memorandum of Understanding  (MOU) between  Continental  Teves AG & Co. oHG
(CT) and BEI Sensors & Systems Company,  Inc.,  Systron Donner Inertial Division
(SDID) sets forth the  criteria  for [*] to be made by  Continental  Teves.  The
purpose of this Agreement is to define  Continental Teves' and SDID's commitment
to [*] at Systron Donner  Inertial  Division and [*], in order to facilitate the
Division to [*]. The agreed upon items are as follows:

1.       This [*] is intended to provide [*].

2.       During the [*] from the [*], the combined  demand from CT will not [*].
         Continental   Teves  will   exercise,   during   transition  and  after
         transition,  [*].  Significant changes to monthly production levels may
         require pricing  adjustments to compensate for unplanned premium costs.
         CT will  provide SDID an initial  transition  plan and update this plan
         monthly to insure SDID is able to react in a cost-effective manner.

3.       SDID will [*] to CT for [*]. CT will process and [*], in order that the
         [*].  SDID will  submit a summary of [*] that CT [*].  [*] CT shall [*]
         required  per  schedules  from  meeting  of March  3rd and SDID  letter
         00:25:GDB.  Actual  [*] as  negotiated  will  determine  the [*].  (See
         attachment 2 pages.)

4.       SDID may, at its option, [*] noted herein at their [*] if determined by
         CT to be [*].

BEI SENSORS & SYSTEMS COMPANY               CONTINENTAL TEVES AG & Co. Ohg
SYSTRON DONNER INERTIAL DIVISION

                                    (5 of 8)

[*]  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE  COMMISSION.  CONFIDENTIAL  TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
<PAGE>



MEMORANDUM OF UNDERSTANDING                                          Page 2 of 2
SYSTRON DONNER INERTIAL DIVISION & CONTINENTAL TEVES

BEI SENSORS & SYSTEMS COMPANY                     CONTINENTAL TEVES AG & Co. oHG
SYSTRON DONNER INERTIAL DIVISION



Name:    Gerald D. Brasuell                  Name:    Horst Juergens
Title:   Vice President & General Manager    Title:   Director, Purchasing
                                             Electronic Brake System worldwide

Date: /s/ Gerald D. Brasuell  5/6/00         Date: 5/13 00  /s/ Horst Juergens
      -----------------------------------          ---------------------------

                                             Name: Dr. Elmar Degenhart
                                                   Vice President Business Unit
                                                   Electronic Brake Systems
                                                   worldwide
                                                   Member of the Board
                                                   Continental Teves AG & Co oHG

                                             Date:  5/13 00  /s/ E. Degenhart
                                                    ----------------------------

                                    (6 of 8)

<PAGE>
<TABLE>
<CAPTION>
                                                    Attachment 8
                                                        [*]
                                                        [*]
                                       (REVISED REQUIREMENTS - 22 MAR 2000)
                                Supports                                          Lead       Required      Required     Estimated
                                   [*]                Unit Cost      Ext. Cost    Time        Order        On-Line        Down
                               Production   Quantity   KS (USD)      KS (USD)     (Weeks)      Date          Date        Payment
<S>                 <C>        <C>          <C>       <C>            <C>          <C>        <C>           <C>          <C>
[*]
[*]                                [*]        [*]           [*]              [*]    [*]        [*]           [*]               [*]
[*]                                [*]        [*]           [*]              [*]    [*]        [*]           [*]               [*]
[*]                                [*]        [*]           [*]              [*]    [*]        [*]           [*]               [*]
[*]                                [*]        [*]           [*]              [*]    [*]        [*]           [*]
[*]                                [*]        [*]           [*]              [*]    [*]        [*]           [*]

                    Sub-Total                                                [*]

[*]
[*]                                [*]        [*]           [*]              [*]    [*]        [*]           [*]               [*]
[*]                                [*]        [*]           [*]              [*]    [*]        [*]           [*]
[*]                                [*]        [*]           [*]              [*]    [*]        [*]           [*]

                    Sub-Total                                                [*]

[*]
[*]                                           [*]           [*]              [*]    [*]        [*]           [*]
[*]                                           [*]           [*]              [*]    [*]        [*]           [*]               [*]
[*]                                           [*]           [*]              [*]    [*]        [*]           [*]
[*]                                [*]        [*]           [*]              [*]    [*]        [*]           [*]               [*]
[*]                                           [*]           [*]              [*]    [*]        [*]           [*]
[*]                                           [*]           [*]              [*]    [*]        [*]           [*]               [*]
[*]                                           [*]           [*]              [*]    [*]        [*]           [*]               [*]
[*]                                [*]        [*]           [*]              [*]    [*]        [*]           [*]
[*]                                           [*]           [*]              [*]    [*]        [*]           [*]

                    Sub-Total                                                [*]

General

[*]                                [*]                                       [*]
                                                                         -------                                          --------
Total [*]                                                                    [*]                                               [*]
                                                                         =======                                          ========
<FN>
Note:  [*] Designated with / also used for [*]
</FN>
</TABLE>

                                                SYSTRON DONNER COMPANY PRIVATE

                                                          (7 of 8)

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THE  COMMISSION.  CONFIDENTIAL  TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
<PAGE>
<TABLE>
<CAPTION>
                                  ATTACHMENT 8
                        Systron Donner Inertial Division
                              Continental Teves [*]
                                                        [*]
                                   05/08/2000

                                                                                               --------------------------------
                                                                                  Lead Time            Required Dates
                                                                                               --------------------------------
              [*]                              [*]                 Total [*]       (Weeks)          Order          On-Line
-------------------------------  -------------------------------  ------------  ------------   --------------   ----------------
<S>                              <C>                              <C>           <C>            <C>              <C>
[*]                               [*]                                    [*]        [*]             [*]              [*]
                                  [*]                                 [*]           [*]             [*]              [*]
                                  [*]                                 [*]           [*]             [*]              [*]

[*]                               [*]                               [*]             [*]             [*]              [*]

[*]                               [*]                               [*]             [*]             [*]              [*]
                                  [*]                               [*]             [*]             [*]              [*]
                                  [*]                               [*]             [*]             [*]              [*]
                                  [*]                                    [*]
[*] not already identified                                          [*]

Total Estimated [*] Costs                                                [*]
</TABLE>

                                                          (8 of 8)

[*]  CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE  COMMISSION.  CONFIDENTIAL  TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.

</TEXT>
</DOCUMENT>
