Standard Chartered - TECHNITROL INC - 11-4-2004 by TNL-Agreements

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									EXHIBIT 10.18(2) Standard Chartered THE MOCATTA GROUP February 14, 1997 Advanced Metallurgy, Inc. Murray Corporate Park 1003 Corporate Drive Export, PA 15362 Attention: Vice President of Purchasing and Distribution Re: Silver Lease Agreement dated April 9, 1996 Gentlemen: Reference is made to the above Silver Lease Agreement between Standard Chartered Bank, Mocatta Bullion New York and Advanced Metallurgy, Inc. Please be advised that we have agreed to make the following amendments to the above Silver Lease Agreement as follows: Paragraph 2. NATURE OF TRANSACTIONS change "six hundred thousand (600,000)" to "one million (1,000,000)" and change "one million (1,000,000)" to "two million (2,000,000)" Paragraph 6. EARLY TERMINATION change "six hundred thousand (600,000)" to "one million (1,000,000)" Paragraph 12. SECURITY change "seven million dollars ($7,000,000," to "fourteen million dollars ($14,000,000," Paragraph J. Default I.4, is amended in its entirety to now read as follows: "4. Lessee or Guarantor materially defaults under any material agreement and any banking facility or receives notice of default or notice of impending default, or suspend or ceases or threatens to suspend or cease to carry on its business or a substantial part thereof, and (i) such default remains unremedied by the Lessee or Guarantor or (ii) Lessee or Guarantor resumes such suspension or cessation of its business or rescinds such threat, as the case may be, within two Business Days thereafter and, in the case of (i) or (ii) such circumstance has or will have, in the reasonable opinion of Standard Chartered Bank, a material adverse effect on the businesses or prospects of the Lessee or Guarantor, or" All other terms and conditions will remain intact.

EXHIBIT 10.18(2) Please return a signed copy of this letter to us at the address shown below to indicate your agreement to the above amendments. Very truly yours, STANDARD CHARTERED BANK, MOCATTA BULLION NEW YORK

EXHIBIT 10.18(2) Please return a signed copy of this letter to us at the address shown below to indicate your agreement to the above amendments. Very truly yours, STANDARD CHARTERED BANK, MOCATTA BULLION NEW YORK
By: /s/ Timothy P. Dinney ----------------------------------Name: Timothy P. Dinneny Title: Executive Vice President

By: /s/ Randy M. Weinerman ----------------------------------Name: Randy M. Weinerman Title: Vice President

AGREED: ADVANCED METALLURGY, INC.
/s/ James J. Rafferty, Jr. -------------------------------Name: James J. Rafferty, Jr. Title: President By:

EXHIBIT 10.18(3) Standard Chartered THE MOCATTA GROUP November 3, 1997 Advanced Metallurgy, Inc. Murray Corporate Park 1003 Corporate Drive Export, PA 15362 Attention: Vice President of Purchasing and Distribution RE: Silver Lease Agreement dated April 9, 1996 (as last amended February 14, 1997) Gentlemen: Reference is made to the above Silver Lease Agreement between Standard Chartered Bank, Mocatta Bullion New York and Advanced Metallurgy, Inc. Please be advised that we have agreed to make the following amendment to the above Silver Lease Agreement as follows: Paragraph 2. NATURE OF TRANSACTIONS change "two million (2,000,000)" to "two million six hundred thousand (2,600,000)"

EXHIBIT 10.18(3) Standard Chartered THE MOCATTA GROUP November 3, 1997 Advanced Metallurgy, Inc. Murray Corporate Park 1003 Corporate Drive Export, PA 15362 Attention: Vice President of Purchasing and Distribution RE: Silver Lease Agreement dated April 9, 1996 (as last amended February 14, 1997) Gentlemen: Reference is made to the above Silver Lease Agreement between Standard Chartered Bank, Mocatta Bullion New York and Advanced Metallurgy, Inc. Please be advised that we have agreed to make the following amendment to the above Silver Lease Agreement as follows: Paragraph 2. NATURE OF TRANSACTIONS change "two million (2,000,000)" to "two million six hundred thousand (2,600,000)" All other terms and conditions remain intact.

EXHIBIT 10.18(3) Please return a signed copy of this letter to us at the address shown below to indicate your agreement to the above amendment. Very truly yours, STANARD CHATERED BANK, MOCATTA BULLION - NEW YORK
By: /s/ Timothy P. Dinneny ---------------------------------------Name: Timothy P. Dinneny Title: Executive Vice President

By: /s/ Randy M. Weinerman ---------------------------------------Name: Randy M. Weinerman Title: Vice President

AGREED: ADVANCED METALLURGY, INC.
By: /s/ Raymond J. Matsey ------------------------------Name: Raymond J. Matsey

EXHIBIT 10.18(3) Please return a signed copy of this letter to us at the address shown below to indicate your agreement to the above amendment. Very truly yours, STANARD CHATERED BANK, MOCATTA BULLION - NEW YORK
By: /s/ Timothy P. Dinneny ---------------------------------------Name: Timothy P. Dinneny Title: Executive Vice President

By: /s/ Randy M. Weinerman ---------------------------------------Name: Randy M. Weinerman Title: Vice President

AGREED: ADVANCED METALLURGY, INC.
By: /s/ Raymond J. Matsey ------------------------------Name: Raymond J. Matsey Title: Material Control Manager

EXHIBIT 10.18(4) ScotiaMocatta May 21, 2003 AMI Doduco, Inc. Murray Corporate Park 1003 Corporate Drive Export, PA 15362 Re: Amendment to Silver Lease Agreement dated April 9, 1996 (as last amended November 3, 1997) Reference is made to the subject Silver Lease Agreement between The Bank of Nova Scotia and AMI Doduco, Inc. Please be advised that we have agreed to make the following amendment to the above Silver Lease Agreement as follows: Section I. Negative Covenants in Appendix A is rewritten in its entirety to now read as follows: "I. Negative Covenants. Lessee covenants and agrees that, until the satisfaction in full of all of Lessee's obligations to Lessor hereunder, Lessee will not, directly or indirectly, (i) create, incur, assume or suffer to exist any pledge, lien, security interest or other encumbrance of any nature whatsoever, on any of the Material other than any security interest granted to Lessor; (ii) sell, lease, transfer or otherwise dispose of all or any portion of the Material, except in the ordinary course of its business; (iii) dissolve or liquidate; or (iv) guarantee or otherwise in

EXHIBIT 10.18(4) ScotiaMocatta May 21, 2003 AMI Doduco, Inc. Murray Corporate Park 1003 Corporate Drive Export, PA 15362 Re: Amendment to Silver Lease Agreement dated April 9, 1996 (as last amended November 3, 1997) Reference is made to the subject Silver Lease Agreement between The Bank of Nova Scotia and AMI Doduco, Inc. Please be advised that we have agreed to make the following amendment to the above Silver Lease Agreement as follows: Section I. Negative Covenants in Appendix A is rewritten in its entirety to now read as follows: "I. Negative Covenants. Lessee covenants and agrees that, until the satisfaction in full of all of Lessee's obligations to Lessor hereunder, Lessee will not, directly or indirectly, (i) create, incur, assume or suffer to exist any pledge, lien, security interest or other encumbrance of any nature whatsoever, on any of the Material other than any security interest granted to Lessor; (ii) sell, lease, transfer or otherwise dispose of all or any portion of the Material, except in the ordinary course of its business; (iii) dissolve or liquidate; or (iv) guarantee or otherwise in any way become or be responsible for obligations of any other person. Notwithstanding the previous sentence, Lessee may from time to time guarantee the obligations of (1) Guarantor or other entities controlled by Guarantor, or (2) third parties, in the ordinary course of business which in the aggregate do not exceed $20,000,000 (twenty million dollars) at any one time; provided, that, the issuance of any such guarantees shall not, individually or in the aggregate, have a material adverse effect on the business or prospects of Lessee."

EXHIBIT 10.18(4) All other terms and conditions of the Silver Lease Agreement are to remain in full force and effect. Please return a signed copy of this letter to us at the address shown above to indicate your agreement to the above amendment. Very truly yours, THE BANK OF NOVA SCOTIA
By: /s/ Joseph A. Lasiewski ----------------------------Joseph A. Lasiewski Director-Metals Operations

By:

/s/ Randy M. Weinerman ----------------------------Randy M. Weinerman Senior Manager

AGREED: AMI DODUCO, INC.

EXHIBIT 10.18(4) All other terms and conditions of the Silver Lease Agreement are to remain in full force and effect. Please return a signed copy of this letter to us at the address shown above to indicate your agreement to the above amendment. Very truly yours, THE BANK OF NOVA SCOTIA
By: /s/ Joseph A. Lasiewski ----------------------------Joseph A. Lasiewski Director-Metals Operations

By:

/s/ Randy M. Weinerman ----------------------------Randy M. Weinerman Senior Manager

AGREED: AMI DODUCO, INC.
By: /s/ Albert Thorp, III ----------------------------Name: Albert Thorp Title: President and CEO

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

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: Mitsui & Co. Precious Metals Inc. 200 Park Avenue New York, NY 10166 Telephone: (212) 878-4122 Fax: (212) 878-4811 1. MATERIAL: Consignee: AMI Doduco Inc 1003 Corporate Lane Export, PA15632 Telephone: (724) 733-8332 Fax: (724) 325-4007

(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 TRANSACTION:

Consignee shall, from time to time during the duration 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 the value of the Material on which Consignment Fees shall be calculated

(ii)

(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")

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. Citibank New York ABA # 021000089 In favor of: Mitsui & Co. Precious Metals, Inc. A/C # 3043-5654 Place of origination or otherwise agreed.

6.

PLACE OF PAYMENT

7.

PLACE OF 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

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. Citibank New York ABA # 021000089 In favor of: Mitsui & Co. Precious Metals, Inc. A/C # 3043-5654 Place of origination or otherwise agreed.

6.

PLACE OF PAYMENT

7.

PLACE OF 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

EXHIBIT 10.19 Remaining Material, will be calculated using the formula described in paragraph 8.A. above, as of two Business

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

EXHIBIT 10.19 Appendix A CONSIGNMENT AGREEMENT

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;

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

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.

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;

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

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.

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

EXHIBIT 10.19

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

EXHIBIT 10.20 UNLIMITED GUARANTY GUARANTY, dated as of December 16, 1996 by Technitrol, Inc., a Pennsylvania corporation, the "Guarantor"), in favor of RHODE ISLAND HOSPITAL TRUST NATIONAL BANK, a national banking association with its head office at One Hospital Trust Plaza, Providence, RI, 02903, its foreign and domestic branches and Affiliates (the "Bank"). In consideration of the Bank's giving, in its discretion, consignment, time, credit or banking facilities or accommodations to the Customer(s), the Guarantor agrees as follows: 1. DEFINITIONS. As used in this Guaranty: "Affiliate" means any entity controlling, controlled by or under common control with the Bank. "Business Day" means a day on which banks are open for the transaction of banking business in Providence, Rhode Island. "Customers" mean Doduco, GmbH, of Pforzheim, Germany, a corporation organized and existing under the laws of Germany and Doduco Espana, SA, of Madrid Spain, a corporation organized and existing under the laws of Spain and includes each of their successors. "Guaranty" means this instrument as originally executed and includes all amendments and supplements hereto. "Obligations" means all liabilities, agreements and other obligations of the Customers to the Bank, whether direct or indirect, absolute or contingent, due or to become due, secured or unsecured, now existing or hereafter arising or acquired. "Obligation Agreement" means any bill of exchange, draft, promissory note, agreement (including, without limitation, any precious metals consignment agreement) or other writing evidencing, securing or otherwise executed in connection with any Obligation. "Obligation Currency" means the currency in which an Obligation is to be paid. 2. GUARANTY OF PAYMENT AND PERFORMANCE. The Guarantor hereby guarantees to the Bank the

EXHIBIT 10.20 UNLIMITED GUARANTY GUARANTY, dated as of December 16, 1996 by Technitrol, Inc., a Pennsylvania corporation, the "Guarantor"), in favor of RHODE ISLAND HOSPITAL TRUST NATIONAL BANK, a national banking association with its head office at One Hospital Trust Plaza, Providence, RI, 02903, its foreign and domestic branches and Affiliates (the "Bank"). In consideration of the Bank's giving, in its discretion, consignment, time, credit or banking facilities or accommodations to the Customer(s), the Guarantor agrees as follows: 1. DEFINITIONS. As used in this Guaranty: "Affiliate" means any entity controlling, controlled by or under common control with the Bank. "Business Day" means a day on which banks are open for the transaction of banking business in Providence, Rhode Island. "Customers" mean Doduco, GmbH, of Pforzheim, Germany, a corporation organized and existing under the laws of Germany and Doduco Espana, SA, of Madrid Spain, a corporation organized and existing under the laws of Spain and includes each of their successors. "Guaranty" means this instrument as originally executed and includes all amendments and supplements hereto. "Obligations" means all liabilities, agreements and other obligations of the Customers to the Bank, whether direct or indirect, absolute or contingent, due or to become due, secured or unsecured, now existing or hereafter arising or acquired. "Obligation Agreement" means any bill of exchange, draft, promissory note, agreement (including, without limitation, any precious metals consignment agreement) or other writing evidencing, securing or otherwise executed in connection with any Obligation. "Obligation Currency" means the currency in which an Obligation is to be paid. 2. GUARANTY OF PAYMENT AND PERFORMANCE. The Guarantor hereby guarantees to the Bank the full and punctual payment when due (whether at maturity, by acceleration or otherwise) at the place specified therefor or, if no place of payment is specified, at the office designated by the Bank, and the due and punctual performance, of each Obligation of the Customers to the Bank. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Bank first attempt to collect any of the Obligations from the Customers or resort to any security or other means of obtaining their payment. Should the Customers default in the payment or performance of any of the Obligations, the obligations of the Guarantor hereunder shall become immediately due and payable to the Bank, without demand or notice of any nature, all of which are expressly waived

by the Guarantor. Payments by the Guarantor hereunder may be required by the Bank on any number of occasions. 3. GUARANTOR'S AGREEMENT TO PAY. The Guarantor further agrees, as the principal obligor and not as a guarantor only, to pay to the Bank, on demand, in funds immediately available to the Bank, (a) the amount of each Obligation which has not been paid when due, in the Obligation Currency and at the place of payment specified therefor, or if no place of payment is specified, at the office designated by the Bank; or (b) at the option of the Bank (expressed in its demand for payment hereunder) and in lieu of payment in the Obligation Currency, in United States currency and at the head office of the Bank, an amount equal to the cost in United States currency of the amount of the Obligation Currency needed to pay in full and discharge such

by the Guarantor. Payments by the Guarantor hereunder may be required by the Bank on any number of occasions. 3. GUARANTOR'S AGREEMENT TO PAY. The Guarantor further agrees, as the principal obligor and not as a guarantor only, to pay to the Bank, on demand, in funds immediately available to the Bank, (a) the amount of each Obligation which has not been paid when due, in the Obligation Currency and at the place of payment specified therefor, or if no place of payment is specified, at the office designated by the Bank; or (b) at the option of the Bank (expressed in its demand for payment hereunder) and in lieu of payment in the Obligation Currency, in United States currency and at the head office of the Bank, an amount equal to the cost in United States currency of the amount of the Obligation Currency needed to pay in full and discharge such Obligation, determined at the Bank's spot rate of exchange in Providence, RI for the purchase of such Obligation Currency with United States currency at the close of business on the Business Day next preceding the date of payment of such Obligation (or if there is no such rate on such date, such rate on the next preceding date for which there is such a rate); and (c) in United States currency and at the head office of the Bank, all costs and expenses (including court costs and legal expenses) incurred or expended by the Bank in connection with the Obligations, this Guaranty and the enforcement thereof, together with interest on amounts recoverable under this Guaranty from the time such amounts become due until payment, at the rate per annum equal to 18% or, if higher, the rate of interest announced by Rhode Island Hospital Trust National Bank from time to time at its head office as its Base Rate, plus 4%; provided that if such interest exceeds the maximum amount permitted to be paid under applicable law, then such interest shall be reduced to such maximum permitted amount. 4. UNLIMITED GUARANTY. The liability of the Guarantor hereunder shall be unlimited. 5. WAIVERS BY GUARANTOR; BANK'S FREEDOM TO ACT. The Guarantor agrees that the Obligations will be paid and performed strictly in accordance with their respective terms and if there is an Obligation Agreement, strictly in accordance with the terms thereof, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Bank with respect thereto. The Guarantor waives presentment, demand, protest, notice of acceptance, notice of Obligations incurred and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of the Customers, and all suretyship defenses generally. Without limiting the generality of the foregoing, the Guarantor agrees to the provisions of any Obligation Agreement and agrees that the obligations of the Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (i) the failure of the Bank to assert any -2-

claim or demand or to enforce any right or remedy against the Customers or with respect to any Obligation; (ii) any extensions or renewals of any Obligation; (iii) any rescissions, waivers, amendments or modifications of any of the terms or provisions of any Obligation Agreement; (iv) the substitution or release of any person or entity primarily or secondarily liable for any Obligation; (v) the adequacy of any rights the Bank may have against any collateral or other means of obtaining repayment of the Obligations; (vi) the impairment of any collateral securing the Obligations, including without limitation the failure to perfect or preserve any rights the Bank might have in such collateral or the substitution, exchange, surrender, release, loss or destruction of any such collateral; or (vii) any other act or omission which might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor, all of which may be done without notice to the Guarantor. The Guarantor acknowledges and confirms that it has established its own means of obtaining from the Customers all information desired by the Guarantor concerning the financial condition and affairs of the Customers and that the Bank is not in' any way obligated to inform the Guarantor of changes in the Customers' financial condition or affairs. 6. UNENFORCEABILITY OF OBLIGATIONS AGAINST CUSTOMERS. If for any reason the Customers have no legal existence or is under no legal obligation to discharge any of the Obligations, or if any of the

claim or demand or to enforce any right or remedy against the Customers or with respect to any Obligation; (ii) any extensions or renewals of any Obligation; (iii) any rescissions, waivers, amendments or modifications of any of the terms or provisions of any Obligation Agreement; (iv) the substitution or release of any person or entity primarily or secondarily liable for any Obligation; (v) the adequacy of any rights the Bank may have against any collateral or other means of obtaining repayment of the Obligations; (vi) the impairment of any collateral securing the Obligations, including without limitation the failure to perfect or preserve any rights the Bank might have in such collateral or the substitution, exchange, surrender, release, loss or destruction of any such collateral; or (vii) any other act or omission which might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor, all of which may be done without notice to the Guarantor. The Guarantor acknowledges and confirms that it has established its own means of obtaining from the Customers all information desired by the Guarantor concerning the financial condition and affairs of the Customers and that the Bank is not in' any way obligated to inform the Guarantor of changes in the Customers' financial condition or affairs. 6. UNENFORCEABILITY OF OBLIGATIONS AGAINST CUSTOMERS. If for any reason the Customers have no legal existence or is under no legal obligation to discharge any of the Obligations, or if any of the Obligations have become irrecoverable from the Customers by operation of law or for any other reason, this Guaranty shall nevertheless be binding on the Guarantor to the same extent as if the Guarantor at all times had been the principal obligor on all such Obligations. In the event that acceleration of the time for payment of the Obligations is stayed upon the insolvency, bankruptcy or reorganization of the Customers, or for any other reason, all such amounts otherwise subject to acceleration under the terms of any Obligation Agreement shall be immediately due and payable by the Guarantor. 7. SUBROGATION; SUBORDINATION. The Guarantor waives any right against the Customers arising as a result of any payment by the Guarantor hereunder, by way of subrogation, reimbursement, indemnification, contribution or otherwise, The Guarantor will not prove or prosecute any claim in respect of any payment hereunder, whether in bankruptcy or insolvency proceedings or otherwise, and the Guarantor will not claim any set-off or counterclaim against the Customers in respect of any liability of the Guarantor to the Customers. The payment of any amounts due with respect to any indebtedness of the Customers now or hereafter held by the Guarantor is hereby subordinated to the prior payment in full of the Obligations, provided that so long as no default in the payment or performance of the Obligations has occurred and is continuing, or no demand for payment of any of the Obligations has been made that remains unsatisfied, the Customers may make, and the Guarantor may demand and accept, any scheduled payments of principal of and interest on such subordinated indebtedness in the amounts at the rates and on the dates specified in such instruments, securities or other writings as shall evidence such subordinated indebtedness. The Guarantor agrees that after the occurrence of any default in the payment or performance of the Obligations, the Guarantor will not demand, sue for or otherwise attempt to collect any such indebtedness of the Customers to the Guarantor until the Obligations shall have been paid in full. If, notwithstanding the foregoing sentence, the Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by the Guarantor as trustee for the Bank and be paid over to the Bank on account of the Obligations without affecting in any manner the liability of the Guarantor under the other provisions of this Guaranty. -3-

8. SET-OFF, SECURITY. Regardless of the adequacy of any collateral or other means of obtaining repayment of the Obligations, the Bank is hereby authorized at any time and from time to time, without notice to the Guarantor (any such notice being expressly waived by the Guarantor) and to the fullest extent permitted by law, to set off and apply all deposits (general or special, time or demand, provisional or final) and other sums credited by or due from the Bank to the Guarantor or subject to withdrawal by the Guarantor, and in all securities or other property belonging to the Guarantor now or hereafter held by the Bank, against the obligations of the Guarantor under this Guaranty, whether or not the Bank shall have made any demand under this Guaranty and although such obligations may be contingent or unmatured. In furtherance of such setoff right, the Guarantor grants to the Bank, as security for the full and punctual payment and performance of the Guarantor's obligations hereunder, a continuing lien on and security interest in all such deposits and other sums. 9. FURTHER ASSURANCES. The Guarantor agrees that it will, from time to time at the request of the Bank,

8. SET-OFF, SECURITY. Regardless of the adequacy of any collateral or other means of obtaining repayment of the Obligations, the Bank is hereby authorized at any time and from time to time, without notice to the Guarantor (any such notice being expressly waived by the Guarantor) and to the fullest extent permitted by law, to set off and apply all deposits (general or special, time or demand, provisional or final) and other sums credited by or due from the Bank to the Guarantor or subject to withdrawal by the Guarantor, and in all securities or other property belonging to the Guarantor now or hereafter held by the Bank, against the obligations of the Guarantor under this Guaranty, whether or not the Bank shall have made any demand under this Guaranty and although such obligations may be contingent or unmatured. In furtherance of such setoff right, the Guarantor grants to the Bank, as security for the full and punctual payment and performance of the Guarantor's obligations hereunder, a continuing lien on and security interest in all such deposits and other sums. 9. FURTHER ASSURANCES. The Guarantor agrees that it will, from time to time at the request of the Bank, provide to the Bank its most recent tax returns, audited and unaudited balance sheets and related statements of income and cash flows (prepared on a consolidated basis with the Guarantor's subsidiaries, if any) and such other information relating to the business and affairs of the Guarantor as the Bank may reasonably request. The Guarantor also agrees, upon request after any change in the condition or affairs (financial or otherwise) of the Guarantor deemed by the Bank to be adverse and material, to secure the payment and performance of its obligations hereunder by delivering, assigning or transferring to the Bank or granting the Bank a security interest in additional collateral of a value and character satisfactory to the Bank, and authorizes the Bank to file any financing statement deemed by the Bank to be necessary or desirable to perfect any security interest granted by the Guarantor to the Bank, and as agent for the Guarantor, to sign the name of the Guarantor thereto. The Guarantor also agrees to do all such things and execute all such documents, including financing statements, as the Bank may consider necessary or desirable to give full effect to this Guaranty and to perfect and preserve the rights and powers of the Bank hereunder. 10. TERMINATION; REINSTATEMENT. This Guaranty shall remain in full force and effect until the Bank is given written notice of the Guarantor's intention to discontinue this Guaranty, notwithstanding any intermediate or temporary payment or settlement of the whole or any part of the Obligations. No such notice shall be effective unless received and acknowledged by an officer of the Bank at its head office or at the branch of the Bank where this Guaranty is given. No such notice shall affect any rights of the Bank or of any Affiliate hereunder including, without limitation, the rights set forth in Sections 5 and 7, with respect to Obligations incurred prior to the receipt of such notice or Obligations incurred pursuant to any contract or commitment in existence prior to such receipt, and all checks, drafts, notes, instruments (negotiable or otherwise) and writings made by or for the account of the Customers and drawn the Bank or any of its agents purporting to be dated on or before the date of receipt of such notice, although presented to and paid or accepted by the Bank after that date, shall form part of the Obligations. This Guaranty shall continue to be effective or be reinstated, notwithstanding any such notice, if at any time any payment made or value received with respect to an Obligation is rescinded or must otherwise be returned by the Bank upon the insolvency, bankruptcy or reorganization of the Customers, or otherwise, all as though such payment had not been made or value received. -4-

11. SUCCESSORS AND ASSIGNS. This Guaranty shall be binding upon the Guarantor, its heirs, successors and assigns, and shall inure to the benefit of and be enforceable by the Bank and its successors, transferees and assigns. Without limiting the generality of the foregoing sentence, the Bank may assign or otherwise transfer any Obligation Agreement or any note held by it evidencing the Obligations, or sell participations in any interest therein, to any other person or entity, and such other person or entity shall thereupon become vested, to the extent set forth in the agreement evidencing such assignment, transfer or participation, with all the rights in respect thereof granted to the Bank herein. 12. AMENDMENTS AND WAIVERS. No amendment or waiver of any provision of this Guaranty nor consent to any departure by the Guarantor therefrom shall be effective unless the same shall be in writing and signed by the Bank, No failure on the part of the Bank to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. 13. NOTICES. All notices and other communications called for hereunder shall be made in writing and, unless

11. SUCCESSORS AND ASSIGNS. This Guaranty shall be binding upon the Guarantor, its heirs, successors and assigns, and shall inure to the benefit of and be enforceable by the Bank and its successors, transferees and assigns. Without limiting the generality of the foregoing sentence, the Bank may assign or otherwise transfer any Obligation Agreement or any note held by it evidencing the Obligations, or sell participations in any interest therein, to any other person or entity, and such other person or entity shall thereupon become vested, to the extent set forth in the agreement evidencing such assignment, transfer or participation, with all the rights in respect thereof granted to the Bank herein. 12. AMENDMENTS AND WAIVERS. No amendment or waiver of any provision of this Guaranty nor consent to any departure by the Guarantor therefrom shall be effective unless the same shall be in writing and signed by the Bank, No failure on the part of the Bank to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. 13. NOTICES. All notices and other communications called for hereunder shall be made in writing and, unless otherwise specifically provided herein, shall be deemed to have been duly made or given when delivered by hand or sent by first class mail, postage prepaid or, in the case of telegraphic or telexed notice, when transmitted, answer back received or, in the case of electronic facsimile transmission, electronic confirmation received, addressed as follows: if to the Guarantor, at the address set forth beneath its signature hereto, and if to the Bank, in care of Rhode Island Hospital Trust National Bank, One Hospital Trust Plaza, Providence, RI 02903, Telex: __________, Facsimile No. 401.278.7829 Attention: Precious Metals, or at such other address as either party may designate in writing. 14. GOVERNING LAW; CONSENT TO JURISDICTION. This Guaranty is intended to take effect as a sealed instrument and shall be governed by, and construed in accordance with, the laws of the State of Massachusetts. without regard to its conflicts of laws provisions. The Guarantor agrees that any suit for the enforcement of this Guaranty may be brought in the courts of the State of Rhode Island or any federal court sitting therein and consents to the non-exclusive jurisdiction of such court and to service of process in any such suit being made upon the Guarantor by mail at the address specified in Section la hereof. The Guarantor hereby waives any objection that it may now or hereafter have to the venue of any such suit or any such court or that such suit was brought in an inconvenient court. 15. JUDGMENT CURRENCY. If for the purpose of obtaining judgment in any court or enforcing any such judgment it is necessary to convert any amount due in any Obligation Currency into any other currency, the rate of exchange used shall be the Bank's spot rate of exchange for the purchase of the Obligation Currency with such other currency at the close of business on the Business Day preceding the date on which judgment is given or any order for payment is made. The obligation of the Guarantor in respect of any amount due from it hereunder shall, notwithstanding any judgment or order for a liquidated sum or sums in respect of amounts due hereunder or under any judgment or order in any other currency or otherwise, be discharged only to the extent that on the Business Day following receipt by the Bank of any payment in a currency other than the Obligation Currency the Bank is able (in accordance with normal banking procedures) to purchase the Obligation Currency with such other currency. If -5-

the amount of the Obligation Currency that the Bank is able to purchase with such other currency is less than the amount due in the Obligation Currency, notwithstanding any judgment or order, the Guarantor shall indemnify the Bank for the shortfall. 16. SUBSTITUTE CONVERSION RATE. If on any conversion date provided for in this Guaranty the Bank is not quoting a spot rate of exchange in Providence, RI for the purchase of an Obligation Currency with United States currency, the rate of exchange to be applied in lieu thereof shall be the official rate of exchange for the purchase of United States currency with the relevant Obligation Currency established by the country in which the Obligation Currency is legal tender as made available by such country to the International Monetary Fund and as reported by the International Monetary Fund at its headquarters in Washington, D.C. to be in effect on such date.

the amount of the Obligation Currency that the Bank is able to purchase with such other currency is less than the amount due in the Obligation Currency, notwithstanding any judgment or order, the Guarantor shall indemnify the Bank for the shortfall. 16. SUBSTITUTE CONVERSION RATE. If on any conversion date provided for in this Guaranty the Bank is not quoting a spot rate of exchange in Providence, RI for the purchase of an Obligation Currency with United States currency, the rate of exchange to be applied in lieu thereof shall be the official rate of exchange for the purchase of United States currency with the relevant Obligation Currency established by the country in which the Obligation Currency is legal tender as made available by such country to the International Monetary Fund and as reported by the International Monetary Fund at its headquarters in Washington, D.C. to be in effect on such date. 17. OBLIGATIONS ABSOLUTE. The Guarantor agrees that its obligations hereunder shall not be affected by (i) any law, regulation, order, decree or directive (whether or not having the force of law) or any interpretation thereof, now or hereafter in effect in any jurisdiction, that purports to modify any of the terms of or rights of the Bank with respect to any Obligation or under any Obligation Agreement or this Guaranty, including without limitation any law, regulation, order, decree or directive or interpretation thereof that purports to require or permit the satisfaction of any Obligation other than strictly in accordance with the terms of such Obligation and any related Obligation Agreement (such as by the tender of a currency other than the Obligation Currency) or that restricts the procurement of the Obligation Currency by the Customers or the Guarantor; or (ii) any agreement whether or not signed by or on behalf of the Bank, in connection with the restructuring or rescheduling of public or private obligations in the Customer's country, whether or not such agreement is stated to cause or permit the discharge of the Obligations prior to the final payment in full of the Obligations in the Obligation Currency in strict accordance with any Obligation Agreement. 18. SPECIAL AGREEMENT WITH RESPECT TO DEBT RESTRUCTURING. If an Obligation shall be made subject to a debt restructuring arrangement between a country and its creditors or creditors of persons or entities of such country, and as a result thereof the Bank, as holder of such Obligation and other credit facilities to such country, persons or entities of such country, shall agree to provide any new credit facilities, the Guarantor shall fund (and be the beneficial owner of) that amount of such new credit facilities which is calculated by (i) dividing the face value of such Obligation by the aggregate amount of the Bank's credit facilities made part of the restructuring arrangement and (ii) multiplying the result by the amount of such new credit facilities. The Guarantor agrees to execute and deliver such documents and take such actions as may be requested by the Bank to effect the purposes of this Section 18. The Bank agrees to provide the Guarantor with copies of the relevant documents governing its participation in the restructuring arrangement and new credit facilities and shall provide the Guarantor with the basis on which it has calculated the Guarantor's portion of such new credit facilities, which calculations shall be conclusive absent manifest error. 19. MISCELLANEOUS. This Guaranty constitutes the entire agreement of the Guarantor with respect to the matters set forth herein. The rights and remedies herein provided are cumulative and not exclusive of any remedies provided by law or any other agreement, and this Guaranty shall be in addition to any other guaranty of the Obligations. The invalidity or -6-

unenforceability of any one or more sections of this Guaranty shall not affect the validity or enforceability of its remaining provisions. Captions are for the ease of reference only and shall not affect the meaning of the relevant provisions. The meanings of all defined terms used in this Guaranty shall be equally applicable to the singular and plural forms of the terms defined. IN WITNESS WHEREOF, the Guarantor has executed and delivered this Guaranty, or caused this Guaranty to be executed and delivered by its duly authorized officer, as of the date appearing on page one.
/s/ Albert Thorp III ---------------------------------------By: Albert Thorp III -------------------------------------

unenforceability of any one or more sections of this Guaranty shall not affect the validity or enforceability of its remaining provisions. Captions are for the ease of reference only and shall not affect the meaning of the relevant provisions. The meanings of all defined terms used in this Guaranty shall be equally applicable to the singular and plural forms of the terms defined. IN WITNESS WHEREOF, the Guarantor has executed and delivered this Guaranty, or caused this Guaranty to be executed and delivered by its duly authorized officer, as of the date appearing on page one.
/s/ Albert Thorp III ---------------------------------------By: Albert Thorp III ------------------------------------Title* Vice President - Finance Address: 1210 NorthbrookDrive -------------------------------Suite 385 -------------------------------Trevose, PA 19053 -------------------------------Telex: --------------------------------Facsimile: 215-355-7397 -----------------------------

Note - A separate guaranty must be signed by each guarantor. * To be completed if Guarantor is other than an individual. -7-

EXHIBIT 10.21 CORPORATE GUARANTY In consideration of Mitsui & Co. Precious Metals, Inc., 200 Park Ave., New York, N.Y. 10166 and/or each of its present or future subsidiaries or divisions (hereinafter designated the "Creditor") accepting orders from, entering into contracts with, entering into forward and options agreements with, and making purchases and sales of precious metals, goods and merchandise from and to AMI Doduco Inc. (hereinafter designated the "Customer"), the undersigned jointly and severally unconditionally guarantees to Creditor the full and prompt performance by Customer of all obligations which Customer presently or hereafter may have to Creditor and payment when due of all sums presently or hereafter owing by Customer to Creditor, in each case, under such orders, contracts, agreements and transactions, and agree to indemnify Creditor against any losses Creditor may incur as a result of any gross negligence or willful misconduct of Customer related to its agreement with Creditor. For the purposes of this guaranty and indemnity, all sums owing to Creditor by Customer shall be deemed to have become immediately due and payable if (a) Customer defaults in any of its material obligations to Creditor; (b) A petition under any Chapter of the Bankruptcy Act as amended, or for the appointment of a receiver of any part of the property of Customer be filed against Customer, and Customer not defend the same in good faith; (c) Such a petition be filed by Customer; (d) Customer makes a general assignment for the benefit of creditors, or commits any act of insolvency or; (e) An attachment be levied or tax lien be filed against any of Customer's property for any material amount which Customer does not dispute. This shall be a continuing guaranty and indemnity, and irrespective of the lack of any notice to or consent of undersigned, their obligations hereunder shall not be impaired in any manner whatsoever by any (a) new agreements or obligations of Customer with or to Creditor; amendments, extensions, modifications, renewals or waivers of default as to any existing or future agreements or obligations of Customer or third parties with or to

EXHIBIT 10.21 CORPORATE GUARANTY In consideration of Mitsui & Co. Precious Metals, Inc., 200 Park Ave., New York, N.Y. 10166 and/or each of its present or future subsidiaries or divisions (hereinafter designated the "Creditor") accepting orders from, entering into contracts with, entering into forward and options agreements with, and making purchases and sales of precious metals, goods and merchandise from and to AMI Doduco Inc. (hereinafter designated the "Customer"), the undersigned jointly and severally unconditionally guarantees to Creditor the full and prompt performance by Customer of all obligations which Customer presently or hereafter may have to Creditor and payment when due of all sums presently or hereafter owing by Customer to Creditor, in each case, under such orders, contracts, agreements and transactions, and agree to indemnify Creditor against any losses Creditor may incur as a result of any gross negligence or willful misconduct of Customer related to its agreement with Creditor. For the purposes of this guaranty and indemnity, all sums owing to Creditor by Customer shall be deemed to have become immediately due and payable if (a) Customer defaults in any of its material obligations to Creditor; (b) A petition under any Chapter of the Bankruptcy Act as amended, or for the appointment of a receiver of any part of the property of Customer be filed against Customer, and Customer not defend the same in good faith; (c) Such a petition be filed by Customer; (d) Customer makes a general assignment for the benefit of creditors, or commits any act of insolvency or; (e) An attachment be levied or tax lien be filed against any of Customer's property for any material amount which Customer does not dispute. This shall be a continuing guaranty and indemnity, and irrespective of the lack of any notice to or consent of undersigned, their obligations hereunder shall not be impaired in any manner whatsoever by any (a) new agreements or obligations of Customer with or to Creditor; amendments, extensions, modifications, renewals or waivers of default as to any existing or future agreements or obligations of Customer or third parties with or to Creditor, or extensions of credit by Creditor to Customer; (b) adjustments, compromises, or releases of any obligations of Customer, undersigned, or other parties, or exchanges, releases, or sales of any security of obligor, undersigned, or other parties; (c) incorrectness, invalidity or unenforceability, for any reason, of any instrument or writing or acts of commission or omission by Customer; (d) compositions, extensions, moratoria, or other relief granted to Customer pursuant to any statute presently in force or hereafter enacted; or (c) interruptions in the business relations between Creditor and Customer. Notice of Customer's acceptance hereof, of default, and non-payment by Customer or any parties, of presentment, protest, and demand and of all other matters of which undersigned otherwise might be entitled, is waived. The obligations hereunder of the undersigned are independent and several, and shall be binding upon their respective successors and assigns. The undersigned may terminate (his or her) obligations hereunder as to the future transactions between Creditor and Customer only by registered mail by Notice to Creditor at 200 Park Ave., New York, N.Y. 10166 provided, however, that such termination shall not affect either (his or her) liability hereunder with respect to any obligations of Customer to Creditor incurred prior to Creditor's receipt of such notice. Undersigned shall reimburse Creditor, on demand, for all reasonable expenses, including reasonable attorney's fees, incurred by Creditor in the enforcement or attempted enforcement of any of Creditor's rights hereunder against any of the undersigned. This guaranty and indemnity is assignable with the prior written consent of the undersigned, which may not be unreasonably withheld, and shall inure to the benefit of Creditor's successors and assigns.

If Customer should default in the performance of any of Customer's obligations to Creditor, and if any third party makes any payment to Creditor with respect thereto, such third party shall, to the extent thereof, be subrogated to all of Creditor's rights against undersigned.

If Customer should default in the performance of any of Customer's obligations to Creditor, and if any third party makes any payment to Creditor with respect thereto, such third party shall, to the extent thereof, be subrogated to all of Creditor's rights against undersigned. Although this guarantee agreement may be released, terminated, or, may expire, in the event Customer becomes bankrupt and a Trustee or other party seeks to recover any payments made by Customer to Creditor as preferences, the undersigned will remain liable hereunder and Creditor will have recourse to undersigned should any amounts received by Creditor from Customer, while this guarantee was in effect, have to be returned to Trustee or other party. Legal rights and obligations hereunder shall be determined in accordance with the law of the State of New York. This Agreement is made and entered into this 1st day of November, 2004. Agreed and Accepted by Company: Technitrol Inc.
/s/ Thomas Considine ----------------------------------------------Name: Title: Thomas Considine Vice President, Secretary and Treasurer

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Exhibit 31.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 I, James M. Papada, III, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Technitrol; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under with such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of Technitrol as of, and for the periods presented in this quarterly report. 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred

Exhibit 31.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 I, James M. Papada, III, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Technitrol; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under with such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of Technitrol as of, and for the periods presented in this quarterly report. 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls.
Date: November 3, 2004 /s/ James M. Papada, III ----------------------------James M. Papada, III Chairman, President and CEO (Principal Executive Officer)

Exhibit 31.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER Pursuant to Section 302(a0 of the Sarbanes-Oxley Act of 2002

Exhibit 31.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER Pursuant to Section 302(a0 of the Sarbanes-Oxley Act of 2002 I, Drew A. Moyer, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Technitrol; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under with such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of Technitrol as of, and for the periods presented in this quarterly report. 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls.
Date: November 3, 2004 /s/ Drew A. Moyer --------------------------------Drew A. Moyer Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

Exhibit 32.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

Exhibit 32.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 I, James M. Papada, III, Chief Executive Officer of Technitrol, Inc., certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) the quarterly report on Form 10-Q for the nine months ended October 1, 2004 (the "Periodic Report") which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) and (2) information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of Technitrol, Inc.
Dated: November 3, 2004

/s/ James M. Papada, III -----------------------James M. Papada, III

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Technitrol, Inc., and will be retained by Technitrol, Inc., and furnished to the Securities and Exchange Commission or its staff upon request. The foregoing certification is being furnished to the Securities and Exchange Commission as an exhibit to the Form 10-Q and shall not be considered as filed as part of the Form 10-Q.

Exhibit 32.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 I, Drew A. Moyer, Principal Financial Officer of Technitrol, Inc., certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) the quarterly report on Form 10-Q for the nine months ended October 1, 2004 (the "Periodic Report") which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) and (2) information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of Technitrol, Inc.
Dated: November 3, 2004

/s/ Drew A. Moyer --------------------Drew A. Moyer

Exhibit 32.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 I, Drew A. Moyer, Principal Financial Officer of Technitrol, Inc., certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) the quarterly report on Form 10-Q for the nine months ended October 1, 2004 (the "Periodic Report") which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) and (2) information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of Technitrol, Inc.
Dated: November 3, 2004

/s/ Drew A. Moyer --------------------Drew A. Moyer

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Technitrol, Inc., and will be retained by Technitrol, Inc., and furnished to the Securities and Exchange Commission or its staff upon request. The foregoing certification is being furnished to the Securities and Exchange Commission as an exhibit to the Form 10-Q and shall not be considered as filed as part of the Form 10-Q.


								
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