INTERNATIONAL KNIFE & SAW INC
LETTER AGREEMENT DEUTSCHE BANK & IKS KLINGELNBERG
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<TYPE>EX-10.19
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>LETTER AGREEMENT DEUTSCHE BANK & IKS KLINGELNBERG
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Translation of Letter Dated March 16, 2000

From:    Deutsche Bank, Mr. Bovermann and Mr. Jakobi
         Blumenstrasse 13, 42849 Remscheid, Germany

To:      IKS Klingelnberg GmbH, Mr. Thomas Meyer
         In der Fleute 18, 42897 Remscheid, Germany

Confirmation of Financing

Dear Mr. Meyer:

We refer to our  discussions  in recent  weeks,  in which you advised us of your
intention to acquire Bohler Miller Messer & Sagen GmbH, Vienna, and also of your
intention to increase your equity stake in your Chinese joint venture to 80%.

Currently we have committed to IKS Klingelnberg GmbH and its subsidiaries  lines
of credit of DEM 52  million  in  accordance  with  various  credit  agreements.
Approximately  DEM 31.8  million  of these  lines  have been used for  long-term
loans.

We are pleased, within the framework of our General Conditions (AGB), to be able
to increase the above  referenced  lines of credit by the current purchase price
of "Bohler Miller Messer und Sagen GmbH, Vienna,  equal to a converted amount of
approximately DEM 14.5 million;  and by the price of the additional equity stake
in China,  equal to approximately  DEM 1.5 million,  for a total increase of DEM
16.0 million. Up to DEM 7 million thereof may be used for long term purposes.

As a result  the total  credit  lines  for the IKS  Klingelnberg  GmbH  group of
companies is DEM 68 million.

The existing collateral agreements are:

- DEM 5.0 Million  first  mortgage  on the  building  in  Bargteheide
- DEM 5.1 Million  first  mortgage on the  building in Remscheid  Bergisch-Born
- DEM 2.8 Million first  mortgage on the building in  Geringswalde
- Chattel  mortgage on various  machines of IKS Messerfabrik Geringswalde  GmbH
- Declaration of Non-encumbrance for the investments held by IKS Klingelnberg
  GmbH

In  addition,  you must also  assign to us as  collateral  for the total line of
credit the current and future trade accounts receivables of the German companies
and Bohler  Miller  Messer


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und  Sagen  GmbH,  Vienna,  and  assign  to us  the  future  inventories  of the
previously mentioned companies.

The agreement  that the equity of IKS  Klingelnberg  GmbH will not be lower than
30% of total  assets  and that  gross  cash flow will stay  positive  and remain
unchanged.

In addition we request you to provide us with  quarterly  reports and the annual
financial statements on a timely basis.

We hope that you will agree to this  arrangement  and look  forward to continued
cooperation.  We will  contact you in the coming  days  regarding  the  specific
details on the credit contracts.


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