TECHNITROL INC
CONSIGNMENT AGREEMENT DATED SEPTEMBER 24, 2004
<DOCUMENT>
<TYPE>EX-10.19
<SEQUENCE>19
<FILENAME>d61078_ex10-19.txt
<DESCRIPTION>CONSIGNMENT AGREEMENT DATED SEPTEMBER 24, 2004
<TEXT>
                                                                   EXHIBIT 10.19

      MITSUI GLOBAL PRECIOUS METALS Sydney o
[LOGO    Hong Kong o Tokyo o London o New York

                                              Mitsui & Co. Precious Metals, Inc.
                                              200 Park Avenue
                                              New York, NY 10166

                                              Tel  (212) 878-4122
                                              Fax  (212) 878-4811

September 24, 2004

AMI Doduco Inc
1003 Corporate Lane
Trevose, PA 19053

Attention: Mr Raymond Matsey

Gentlemen:

We are pleased to confirm that we have entered into the following Consignment
Agreement (the "Agreement") with you as of the date written above.

Consignor:                                   Consignee:
Mitsui & Co. Precious Metals Inc.            AMI Doduco Inc
200 Park Avenue                              1003 Corporate Lane
New York, NY 10166                           Export, PA15632

Telephone: (212) 878-4122                    Telephone: (724) 733-8332
Fax:       (212) 878-4811                    Fax:       (724) 325-4007

1.    MATERIAL:        (a) Silver bars of approximately 1,000 toz each, minimum
                       99.99% fine, being of a quality acceptable for delivery
                       on the Commodity Exchange, Inc. ("Comex").

                       (b) Palladium, Loco Johnson Matthey PA or any other
                       mutually agreeable location PM 99.95 percent minimum
                       purity, or

                       (c ) Rhodium, Loco: Loco Johnson Matthey PA or any other
                       mutually agreeable location PM 99.9 percent minimum
                       purity, or

                       (d) any other material at any other location as mutually
                       agreed, "Material"

2. NATURE OF           Consignee shall, from time to time during the duration
   TRANSACTION:        of this Agreement, take Material on consignment from
                       Consignor, whereby the following shall be mutually
                       agreed upon:

                       (i)   the consignment rate payable with respect to the
                             requested consignment

                       (ii)  the value of the Material on which Consignment Fees
                             shall be calculated

                       (iii) the date on which such Material shall be due to be
                             purchased or withdrawn from Consignment ("Maturity
                             Date").

                       (iv)  agreed upon quantities of Material ("Consigned
                             Material"),

                       Each Consignment shall be governed by this Agreement
                       together with the specific terms of each Consignment as
                       set forth on Consignor's telex or telecopier confirmation
                       in the form of Exhibit A attached hereto ("Confirmation")

<PAGE>

                                                                   EXHIBIT 10.19

3.    PLACE OF         Consignee's Plant, or as otherwise agreed.
      DELIVERY:

4.    DATE OF          From time to time, as requested by Consignee.
      OF DELIVERY:

5.    DURATION:        This Agreement shall expire one year from the date on
                       which this Agreement is signed (the "Termination Date"),
                       unless at least five (5) Business Days prior to the
                       Termination Date (or any subsequent Termination Date) the
                       parties mutually agree to rollover the Agreement for
                       another one-year period. (Each one-year period being
                       referred to hereinafter as a "Term" and the Rate to be
                       applied during such Term.) The Termination Date for such
                       subsequent Term or Terms shall be as set forth in a
                       Confirmation.

6.    PLACE OF         Citibank New York
      PAYMENT          ABA # 021000089
                       In favor of: Mitsui & Co. Precious Metals, Inc.
                       A/C # 3043-5654

7.    PLACE OF         Place of origination or otherwise agreed.
      RETURN

8.    RETURN OR PURCHASE
      OF CONSIGNED
      MATERIAL:        Consignee shall return or purchase consigned Material
                       hereunder as follows:

      A.    From time to time during the duration of this Agreement, Consignee,
            upon notification to Consignor (which notification if oral shall be
            confirmed by telex or facsimile) may purchase consigned Material at
            a price equal to the product of (i) the number of ounces of
            consigned Material being purchased and (ii) the London Fix (or
            otherwise agreed ) price per troy ounce (the "Purchase Price.)
            Consignee shall pay the Purchase Price within two Business Days of
            pricing the Material, in accordance with the provisions of paragraph
            6. above.

      B.    From time to time during the duration of this Agreement Consignee,
            upon notification to Consignor and consent of Consignee (which
            notification, if oral shall be confirmed by email or facsimile) may
            return consigned Material to Consignor at the Place of Return,
            provided Consignee pays to Consignor all Consignment Fees accrued to
            the date of such return in respect of such consigned Material

9.    TERMINATION:

      A.    Prior to the Termination Date, Consignee may elect one of the
            following by written notice to Consignor received at least two (2)
            Business Days before the Termination Date.

            (i) Consignee shall purchase the consigned Material which has not
            been purchased or returned (the "Remaining Material"), at the
            Purchase Price, determined as of two Business Days prior to the
            Termination Date: or

            (ii) Consignee shall return the Remaining Material to the Place of
            Return.

      B.    If the Consignee does not make one of the elections specified above,
            all Remaining Material will be deemed purchased by the Consignee on
            the Termination Date. The Purchase Price for the

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                                                                   EXHIBIT 10.19

            Remaining Material, will be calculated using the formula described
            in paragraph 8.A. above, as of two Business Days prior to such
            Termination Date.

      C.    Consignee shall pay the Purchase Price, if any, and any outstanding
            Fees on the Termination Date by deposit of immediately available
            funds to Consignor's account, as set forth in paragraph 6 .

10.   ASSIGNMENT:

Consignor may assign its rights to the Consignment Fee and/or its interest in
and rights to the return of or the purchase of and payment for the Material only
with the prior written consent of Consignee.

11.   RISK

All risk of damage to or Loss of Material after delivery to Consignee shall be
assumed by Consignee.

12.   ENTIRE AGREEMENT:

This Agreement incorporates the attached Appendix A - Consignment Agreement
Terms and Conditions, and constitutes the entire Agreement of the parties on the
subject matter thereof. This Agreement cancels and supersedes any prior
agreements, offers, proposals and negotiations between the parties.

To signify your agreement hereto, please sign indicated below and return to us a
copy of this letter together with a signed copy of Appendix A attached.

                                              Sincerely yours,

                                              MITSUI & CO PRECIOUS METALS INC.


                                              By: /s/ Tim Gardiner
                                                 -------------------------------
                                                      Name:  Tim Gardiner
                                                      Title: President and COO


AGREED:

AMI Doduco Inc


By:  /s/ Thomas Considine
   ---------------------------------
         Authorized Signatory

Name:   Thomas Considine
     -------------------------------
Title:    Treasurer
      ------------------------------

Date:    November 1, 2004
     -------------------------------

<PAGE>

                                                                   EXHIBIT 10.19

                                   Appendix A

                              CONSIGNMENT AGREEMENT
                              TERMS AND CONDITIONS

The provisions of this Appendix are terms and conditions of the Agreement to
which this Appendix is attached.

A.    Definitions. The following terms, when used in the Agreement, have the
      meanings stated:

      1.    "Agreement " means the letter agreement for the consignment of
            silver between the Consignor and the Consignee evidenced by the
            instrument to which this Appendix is attached, when signed by the
            Consignor and the Consignee, and this Appendix, when signed by the
            Consignee.

      2.    "Assignee" means an entity to which the Consignor makes an
            assignment pursuant to paragraph 10. of the Agreement.

      3.    "Business Day" means any day except Saturday or Sunday on which
            banks in New York City are open for business.

      4.    "Consignee" means the entity designated as such in the Agreement.

      5.    "Consignor" means Mitsui & Co. Precious Metals, Inc., a Delaware
            corporation.

      6.    "Fair Market Value" of the Material means an amount equal to the
            London Fix (or otherwise agreed) price per troy ounce on the date of
            valuation multiplied by the number of fine troy ounces of Material
            being valued.

      7.    "Material" means the quantity of silver, palladium, rhodium or any
            other material at any other location as mutually agreed underlying
            the Agreement, as specified in paragraphs 1 and 2, of the Agreement.

      8.    "Guarantor" means Technitrol Inc.

B,    Representations, Warranties and Covenants of Consignee and Consignor.
      Consignee and Consignor represents, warrants and covenants to each party
      as of the time of entering into this Agreement and as of the time of
      entering into each consignment hereunder that:

      1.    it is duly formed, validly existing and in good standing under the
            laws or the jurisdiction of its incorporation;

      2.    it has the corporate power and authority to execute and deliver the
            Agreement and to carry out all the provisions thereof;

      3.    the person signing this Agreement is duly authorized and empowered
            to do so;

      4.    it shall not create, incur, assume or suffer to exist any mortgage
            pledge, lien, charge or encumbrance of any nature whatsoever on any
            Consigned Material delivered hereunder other than the security
            interests granted to Consignor in paragraph D herein;

      5.    it shall notify Consignor promptly upon the occurrence of any loss,
            theft or destruction of the Material hereunder;

<PAGE>

                                                                   EXHIBIT 10.19

      6.    it shall advise Consignor promptly in writing upon the occurrence of
            any default under this Agreement.

C.    Consignment Fee. Consignee will pay Consignor the Consignment Fee, based
      on the number of days the material is held on consignment, in arrears, as
      mutually agreed. Payment of the Consignment Fee shall be in U.S.Dollars in
      immediately available funds to Consignor's Place of Payment, as specified
      in paragraph 6. of the Agreement, provided that in the event Consignee
      shall receive a Notice of Assignment which specifies that Consignor's
      rights to the Consignment Fee have been assigned, Consignee shall pay the
      Consignment Fee to such place as the Assignee specifies after such
      receipt, and shall have no further obligations to the Consignor.

D.    Title to Material; Security Interest.

            1. At all times from delivery of Material to Consignee under the
            Agreement until Material is returned, or purchased and paid for by
            Consignee, title to Material shall be in Consignor and at no time
            shall Consignee have, or have the ability to create in any third
            party, any property interest in the Material. Consignee hereby
            authorizes Consignor to take any and all steps necessary or
            appropriate to advise third parties that the Material is the
            property of the Consignor. Consignee shall permit agents or
            representatives of Consignor to inspect, at reasonable hours and
            upon reasonable advance notice, the Material and Consignee's books
            and records relating directly to ownership of Material, and to make
            abstracts or reproductions or such books and records. Consignee will
            arrange and maintain insurance coverage on the Silver and will
            deliver to Consignor a copy of an insurance certificate issued by
            insurer.

            2. Consignee agrees to sign such Financing Statements and
            Continuation Statements and other documents, in such forms as
            reasonably requested by Consignor to evidence Consignor's ownership
            of Consigned Material.

E.    Return or Purchase of Material. If and to the extent that Consignee elects
      or is required to return Material as specified in paragraphs 8B and 9A of
      the Agreement, Consignee shall return such Material to Consignor as
      specified in the Agreement, provided that in the event this Agreement or
      Consignor's rights to and interest in Consigned Material are properly
      assigned hereunder, all Consigned Material then or thereafter to be
      returned to Consignor under the Agreement shall be delivered to the
      account of the Assignee named in the Notice of Assignment, at the address
      specified therein, unless Consignee is otherwise instructed in writing by
      the Assignee, and Consignee shall have no further obligation to Consignor.

      If and to the extent Consignee elects or is required to purchase Material
      as specified in paragraphs 8A. and 9. of the Agreement, Consignee shall
      pay the Purchase Price to Consignor by depositing two Business Days after
      such purchase the amount thereof in U.S. dollars in immediately available
      funds to the Place of Payment specified in paragraph 6 of the Agreement,
      provided that in the event this Agreement or Consignor's rights to and
      interest in Material are properly Assigned hereunder, Consignee shall pay
      such purchase price to the Assignee named in the Notice or Assignment, as
      specified therein, unless Consignee is otherwise instructed in writing by
      the Assignee, and Consignee shall have no further obligation to Consignor.

F.    Time of Essence. Consignee and Consignor understand and agree that time is
      of the essence in performing all of their obligations hereunder, including
      Consignee's obligations to return, or purchase and pay for, Consigned
      Material and to pay the Consignment Fee and Consignor's obligation to
      deliver material on time.

G.    Consideration. The parties mutually acknowledge that their agreement to
      this transaction has involved the exchange of goods and valuable
      consideration.

<PAGE>

                                                                   EXHIBIT 10.19

H.    Events-of-Default. The occurrence or any of the following events shall
      constitute an "Event of Default":

      1.    Consignee's failure to make any payment when due or to return any
            consigned Material when due under this Agreement and such failure is
            not cured on or before the third Business Day following receipt or
            notice of such failure from Consignor;

      2.    Consignee's failure to perform any other material obligation under
            the Agreement or any other agreement between Consignor and Consignee
            and such failure is not cured within 30 days following receipt of
            notice of such notice from Consignor; or


      3.    the commencement of any proceedings by or against Consignee under
            any law relating to bankruptcy, insolvency or the relief or debtors,
            if not stayed or dismissed within 60 days, or the making of an
            assignment by Consignee for the benefit of creditors under any law
            governing the relationships between debtors and creditors, or the
            appointment of a trustee, conservator, liquidator or similar officer
            for Consignee on any or all or its property.

I.    Liability Upon an Event of Default. If at any time an Event of Default has
      occurred and is then continuing, Consignor shall have the right to
      terminate this Agreement, except that if an Event of Default under
      paragraph H.3. herein should occur, the Agreement shall be deemed to have
      been terminated prior to such date. Once the Agreement is terminated, the
      parties' obligations to make payments or perform with respect to this
      Agreement shall cease, except for the obligations set forth herein.

      1.    On the date of such termination, Consignee shall be obligated to
            Consignor in an amount equal to:

            (a) Subject to paragraph 2. below, the Fair Market Value of an
            amount of Material equal to the quantity of Material previously
            delivered by Consignor under the Agreement and not yet purchased or
            returned, if any (the "Remaining Material"), whether or not then
            due, on the day on which Consignor declares Consignee to be in
            default or as soon thereafter as is reasonably practicable; and

            (b) any unpaid amounts which had already accrued but had not yet
            been paid under the Agreement; and


            (c) any costs of enforcing this agreement, including legal fees,
            incurred by Consignor, as a result of an Event of Default.

      2.    Consignee may, in lieu of making the payment in connection with
            subsection 1.a. herein, return to Consignor the Remaining Material
            at the Place of Return within one Business Day after Consignor
            declares an Event of Default to have occurred, together with payment
            to Consignee for Consignment Fees accrued in respect of Remaining
            Material to the date of return.

      3.    Consignor's rights under this Section I., and otherwise provided in
            this Agreement, shall be Consignor's sole rights upon an Event of
            Default, (whether by agreement, operation or law, in equity of
            otherwise). In no event shall Consignee be liable to Consignor for
            any special, consequential, indirect or punative damages, including
            lost profits.

      J. Governing Law, Submission to Jurisdiction. The Agreement shall in all
      respects be governed by and construed in accordance with the laws of the
      Commonwealth of Pennsylvania applicable to contracts

<PAGE>

                                                                   EXHIBIT 10.19

      made and to be performed within the Commonwealth of Pennsylvania. The
      parties hereto consent to the jurisdiction and venue of the courts of the
      Commonwealth of Pennsylvania or the courts of the United States sitting in
      the Commonwealth of Pennsylvania in connection with any controversy or
      dispute arising out of or related to this Agreement.

      K. Reimbursement of Taxes, Etc. Consignee shall promptly reimburse
      Consignor for all taxes (except taxes on Consignor's income), levies,
      imposts, duties, charges, costs and fees incurred in connection with
      delivery of Material to Consignee and shall indemnify Consignor against
      any and all such liabilities. If Consignee shall be required to withhold
      any taxes or similar charges from any Fee, Purchase Price, interest on any
      Purchase Price or other amount payable hereunder, Consignee shall pay
      Consignor such amount so that after any and all such withholding or
      deduction Consignor shall receive the amount or such payment herein
      provided for, had no such withholding or deduction been required.
      Consignee may present Consignor evidence of an exemption for such
      withholding or deduction and Consignor shall not withhold or deduct and
      such amounts.

      L. Amendments; No Waiver. The Agreement shall not be amended, or in any
      way modified, except by a writing signed by the parties hereto and any
      Assignee. No waiver of any provision of the Agreement may be implied from
      any course of dealing by either party or any Assignee or from any failure
      by either party or any Assignee to assert its rights on any occasion or
      series of occasions.

      M. Notices. All notices under the Agreement shall be given by certified or
      registered mail or courier, postage prepaid, or by email or telecopy with
      confirmation to the respective parties hereto at the address of such party
      specified on the first page of the Agreement or at such other address as
      either party shall designate for itself by written notice to the other
      party hereto. All notices shall be sent to the attention of:

      in the case of the Consignor, Mr R. Timothy Gardiner
      and in the case or the Consignee, Mr Raymond Matsey

      All notices to a party hereunder shall he deemed received when delivered
      at the address for such party specified above during normal business
      hours. Normal business hours shall be from 9:00 a.m. to 5:00 p.m., New
      York time, on any Business Day.

      N. Consignor Has No Responsibility for Recommendations: Consignee
      represents that it did not enter into the Agreement, and agrees that it
      shall not hold Consignor responsible for losses sustained by Consignee, as
      a result or any prediction or recommendation made by any representative of
      Consignor.

      O. Force Majeure: Each party's performance of its obligations hereunder is
      subject to suspension by reason of events of Force Majeure, which shall
      include strikes, boycotts, fires, floods, other natural disasters, wars,
      interruptions in transportation, requirements or regulations of
      governmental agencies, and all other disabling causes without regard to
      the foregoing enumeration beyond control of the party. Affected party's
      obligations shall be suspended so long as any such cause prevents or
      delays its performance. In the event of any occurrence interrupting or
      reducing the operations of mines or plants where items covered hereby are
      produced or processed or any other occurrence beyond Consignor's
      reasonable control affecting Consignor's ability to perform hereunder,
      delivery may, at Consignor's option, be deferred so long as the condition
      prevents or delays performance, provided Consignee shall have the right to
      terminate any outstanding orders upon notice of the Force Majeure. After
      termination of any such contingency, Consignee may accept delivery in the
      regular course, but shall have no obligation to accept delivery, and
      Consignor shall not be liable for any delay. In the event of suspension,
      interruption or termination of delivery by Consignor for a period in
      excess of thirty (30) days, then Consignee may terminate this Agreement
      upon five (5) days' written notice, and upon termination Consignee shall
      have no further liability or obligation hereunder except for any payments
      of obligations due up to such date of termination.

      P. Late Payment: Any sum by Consignee if not paid when due shall bear
      interest, compounded daily, from its due date until the actual date of
      payment at a rate equal to Citibank N.A.'s publicly announced

<PAGE>

                                                                   EXHIBIT 10.19

      prime rate per annum, plus 0.75% per annum, from time in time in effect
      during the period (but not more than the highest amount at the time
      permitted by law).

      Q. Severability: In the event any provision or the Agreement shall be held
      invalid or unenforceable by a court or competent jurisdiction, such
      holding shall not invalidate or render unenforceable any other provisions
      hereof.


AGREED:

AMI Doduco Inc


By:  /s/ Thomas Considine
   -----------------------------------
         Authorized Signatory

Name:  Thomas Considine
Title:  Treasurer

Date:   November 1, 2004
     ---------------------------------



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