PARTNERSHIP AGREEMENT

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EXHIBIT 10.an

PARTNERSHIP AGREEMENT

SECTION 1

NAME AND SEAT OF THE COMPANY

(1) The name of the Company is

SBS or Industrial Computers GmbH & Co. KG

(2) The seat of the Company is Augsburg.

SECTION 2

PURPOSE OF THE COMPANY

(1) The purpose of the Company is the development, manufacturing and sale of

electronic instruments (hard- and software).

(2) The Company may undertake all activities which are necessary or appropriate

to further the purpose described above. The Company can establish or

acquire branch offices or subsidiaries inside or outside of Germany.

SECTION 3

DURATION AND BUSINESS YEAR

(1) The Company comes into existence with registration with the commercial

register. The Company is of unlimited duration.

(2) The business year starts on July 1st of a calendar year and ends on June

30th of the following year.

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SECTION 4

GENERAL PARTNER'S CAPITAL CONTRIBUTION

The general partner is SBS or Industrial Computers Verwaltungs GmbH in Augsburg,

at present ADMINI 23 (XXIII) Vermogensverwaltungs GmbH, registered with the

commercial register of Cologne under HRB 30622. It does not pay any capital

contribution and has no share in capital.

SECTION 5

LIMITED PARTNER'S CAPITAL CONTRIBUTION

(1) The Company's capital amounts to DM 100,000.00 (in words: Deutsche Mark one

hundred thousand). The sole limited partner is SBS Technologies Holding

GmbH with seat in Augsburg, having a share in capital and a liability

capital of DM 100.000,00; this amount is being registered with the

commercial register.

(2) The limited partner's capital contribution is covered by its share in the

equity in the transformed SBS or Industrial Computers GmbH.

The difference between the amount of the limited partner's equity in the

GmbH (subscribed capital plus capital reserve and revenue reserve, annual

profit and profit carried forward minus annual deficit and loss carried

forward) and the limited partner's capital contribution in the limited

partnership will be credited to the reserve account of the limited partner

in proportion to its share in SBS or Industrial Computers GmbH.

SECTION 6

ACCOUNTS

(1) The following accounts are kept for each shareholder:

- capital account

- reserve account

- current account

(2) The share in capital of a shareholder shall be entered in the capital

account. The capital account of a limited partner corresponds to his

liability capital being registered with the commercial register.

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(3) Capital contributions - based on this partnership agreement or a partners'

resolution - which are not entered in the capital account as well as losses

which are allocated to the shareholder shall be entered in the reserve