Worldwide Stocking Distributor Agreement

EXHIBIT 10.44


WORLDWIDE STOCKING DISTRIBUTOR AGREEMENT


BETWEEN


FLUID HANDLING GROUP
ENTEGRIS, INC.
3500 LYMAN BOULEVARD
CHASKA, MN 55318


AND


METRON TECHNOLOGY N.V.
1350 OLD BAYSHORE HIGHWAY
SUITE 360
BURLINGAME, CA 94010


1. APPOINTMENT


Entegris, Inc. ("Entegris" or "we") hereby appoints Metron Technology
N.V., directly and/or through its subsidiaries, stocking distributor
(Metron Technology N.V. and its subsidiaries, "Distributor" or "you")
for the marketing and sale of those Entegris Fluid Handling Group gas
and liquid handling products set forth on Schedule A, attached.


2. TERM


The term of this Agreement shall be for a period of 54 months
commencing March 1, 2001, and ending August 31, 2005, renewing
automatically for successive five-year terms thereafter unless
terminated by either party for cause, at anytime, as provided in
Section 13 hereof.If either party gives the other party written notice
of its intent to terminate this agreement at the end of the
then-current term no later than one year prior to the expiration date
of the then-current term, then this agreement shall not renew.


3. AREA OF PRIMARY RESPONSIBILITY


Your area of primary responsibility shall include regions of the United
States, Europe and Asia as specified in Schedule B, attached (the
"Territories"). Entegris hereby appoints Distributor as the exclusive
distributor of the products set forth on Schedule A in the Territories.
Entegris reserves the right to enter into direct relationships with
customers in the "Territories" without compensation to Distributor.


4. ENTEGRIS OBLIGATIONS


(I) Entegris will make reasonable efforts to accomplish the following
on behalf of Distributor:


A. Deliver to you with reasonable diligence all products, price lists
and other literature reasonably required for performance of your
obligations under the Agreement.


B. Notify you of inquiries received by us from your primary area of
responsibility for our gas and liquid handling products.


C. Perform our duties within a reasonable time unless prevented by
circumstances beyond our control.


D. Conduct necessary training programs to aid Distributor's sales
personnel to better understand and market Entegris products.


E. Provide historical sales data by major product group and industry
as an aid in forecasting.


F. Prepare final plans and forecasts, and establish corrective action
plans if necessary (see section 6).


G. Provide semi-annual performance reports based on mutually agreed
upon criteria. Report timing is based on Entegris' fiscal year,
commencing September 1 of each year.


H. Work with the Distributor to implement the e-commerce support
strategy that is outlined in Schedule C, attached.


(II) During the term of this agreement, Entegris shall not, and shall not permit any of its representatives to (i) hire any employee of Distributor or (ii) directly or indirectly, personally or through others, encourage, induce, attempt to induce, solicit or attempt to solicit any employee to leave his or her employment with Distributor.


5. DISTRIBUTOR OBLIGATIONS


You, as Distributor, represent and warrant to Entegris that you will:


A. Perform as a stocking distributor or manufacturer's representative
as specified below and use your best efforts to stock, market and
sell products within your Area of Primary Responsibility.


B. Refer to us all inquiries received by you for the sale of the
products outside your Area of Primary Responsibility and otherwise
refrain from facilitation of sales through you outside of your
territory.


C. Not enter into any contracts or other commitments binding us
without our prior written consent.


D. Not make any representation or give any warranty relating to the
products other than those expressly stated in Entegris' written
sales documents. You will be exclusively liable for any other
representations and warranties and will indemnify and hold Entegris
harmless from any claims (including, without limitation, Entegris'
attorney fees) arising from any unauthorized representations and
warranties.


E. With reasonable notice make yourself available for instruction or
discussion as deemed necessary by Entegris.


F. During the term of this Agreement you will refrain from selling,
and refrain from having any involvement or connection with the sale
of, any products or services competitive with those of Entegris.
Entegris shall be entitled to enforce the provisions of this
Section by a temporary restraining order and temporary and
permanent injunctions (collectively, "specific performance").


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G. Not make any purchase on our behalf or pledge our credit.


H. Sell our products under the Entegris-Registered Trademark-, Inc.
label.


I. Keep your account current: Net 30 days from date of invoice. If
during a quarter the Distributor becomes delinquent in its payment
to Entegris, without approval, the Distributor will be subject to a
discount penalty. The penalty will be calculated as a 2% reduction
in the Distributor's discount for all of Distributor's purchases
during the subsequent quarter ("subsequent quarter"). If at the end
of the subsequent quarter the Distributor's payment performance is
current, the standard discount will be reactivated for the next
succeeding quarter. If Distributor's account is not brought current
by the end of the subsequent quarter, the Distributor may be
terminated immediately.


J. Report Distributor sales monthly. Reports must be submitted to
Entegris on or before the 20th day of the subsequent month. Subject
to Entegris' right to revise the reporting requirements at any
time, the reports will contain the following information for each
of Distributor's customers: ship-to address; part number; and
quantity for each customer.


K. Report inventory values monthly, submitted to Entegris by the 20th
day of the subsequent month, and reported on a Distributor cost
basis.


L. Work with Entegris to develop and update on a quarterly schedule an
eight (8) quarter rolling forecast. Forecasts are to be based on
Distributor cost.


6. DISTRIBUTOR CORRECTIVE ACTION PROGRAM


If following the semi-annual evaluation Distributor's performance does
not meet an acceptable performance level in relation to the semi-annual
performance reports based on mutually agreed upon criteria contemplated
by Section 4.G above, the Distributor will be notified. In the quarter
following this notification, an evaluation of the Distributor's
performance will be performed and if it still does not meet the
performance standard, the Distributor will participate in a corrective
action plan.


In the first phase of corrective action the Distributor meets with
Entegris sales territory manager to evaluate areas of unsatisfactory
performance and to create a plan to meet or exceed the performance
shortfalls. The plans must be developed and implemented within three
months of initial notification.


In the second phase the Distributor performance is monitored against
the corrective action plan for six (6) months. If performance improves
and meets the agreed upon performance levels in all material respects
by the end of six (6) months, the Distributor returns to normal status.
If at the end of six (6) months a Distributor does not meet in a
material respect the agreed upon performance levels, Entegris has the
right to extend the corrective action program or terminate the
relationship with the Distributor.


Following satisfactory completion of a corrective action program and
meeting the agreed upon performance standard, continu ...