VOTING TRUST AGREEMENT I WITH N. EFTHYMIOU

EXHIBIT 9.1

DUPLICATE ORIGINAL


[emblem]
New postal code
85049
DR. NORBERT KUNTZ, NOTARY
Theresienstrasse 11 o 8070 Ingolstadt
Phone (08 41) 3 31 88 o Fax (08 41) 3 38 30
DR. HANS SCHMALZL, NOTARY

It is hereby confirmed that the attached document represents a
duplicate original of the original document and matches it in its
entirety. It is given to the recipient designated below upon
request.

Ingolstadt, July 27, 1993 se [signature]
Notary

[illegible seal]

Mr. Bernd Meier
Ahornallee 39
85283 Wolnzach





Doc. roll no. 1781/93/S
dated 7/19/93

Doc. roll no. 1781/93/S


Trust contract and obligation
to transfer a share


Today, July nineteenth,
nineteen hundred ninety-three,
- July 19, 1993 -,

the following persons are present before me,
Dr. Hans Schmalzl, notary,
in Ingolstadt in my office at Theresienstrasse 11/I:

1. Mr. Nicholas Efthymiou, born 10/13/62, graduate engineer, residing at
85354 Freising, Untere Domberggasse 2; according to information
provided, married and living under the statutory matrimonial property
regime according to Greek law,

Correct: Luneburgerstrasse 8, 80809 Munich.

2. Mr. Bernd Meier, born 10/15/49, graduate engineer, residing at 85283
Wolnzach, Ahornalle 39; according to information provided, married and
living under the statutory matrimonial property regime.

At the request of the persons appearing, who are known to me personally, I
recorded the declarations which they submitted in my presence:


Dr.S./HM





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I.
Mr. Bernd Meier
- - hereinafter referred to as Trustee -
has acquired from Mr. Nicolas Efthymiou.
- - hereinafter referred to as Trustor -
a capital contribution in the amount of DM 28,000.00 in the firm of
SCM Vertriebs-GmbH
Systeme, Componenten, Mikrocomputer [Systems, Components,
Microcomputers],
which is registered with the Neuburg/Donau Municipal Court under no. HRB 90 270.


II.
The Trustor shall be obligated to hold the Trustee harmless against any claim
arising from the assumption of the trust. He guarantees that the latter shall
not be called upon to make any payment toward the share or shall not be subject
to liability to further call or other payments or liabilities for the
Corporation, including any tax obligations.

Specifically, the Trustor shall bear all costs, taxes and expenses in connection
with the fiduciary holding of the equity interest and its retransfer to the
Trustor or transfer to third parties designated by the Trustor.





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III.
Externally, the Trustee shall be a fully entitled and fully obligated
shareholder, but inter se he shall be a fiduciary shareholder for the account of
the Trustor.

He shall be obligated to hold and manage the equity investment and
the rights and duties associated therewith according to the best of his
knowledge and conscience for the account, and pursuant to the instructions, of
the Trustor and the rights arising from the equity interest(1) He shall further
be obligated to the Trustor not to raise any pecuniary claims arising from the
equity interests and not to enter into any obligations or dispositions with
regard to the equity interest without the written consent of the Trustor;
specifically, he shall not sell the share or encumber it with rights of third
parties.

To the extent permissible, he assigns, at this point in time, all claims arising
from the equity interest, specifically the claims to the distribution of profits
and liquidation proceeds, to the Trustor, who hereby accepts said assignment.

The Trustee shall promptly transfer to the Trustor the profit allocable to the
equity interests promptly following receipt or credit thereof.

From a tax standpoint, it is intended that the profit allocable to the
equity interest be classified as the income of the Trustor and not to that of
the Trustee.

The contracting parties shall be obligated to submit all declarations to the tax
authority which are necessary to produce this legal effect.

- --------
(1) The italicized clause is a grammatically incorrect insertion
in the original--Trans.


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Otherwise, the contracting parties shall treat the contents of this document
confidentially vis a vis third parties.

IV.
The Trustee is hereby obligated to the Trustor to transfer the capital
contribution to the Trustor, or to a third party to be named by the Trustor, at
any time at the Trustor's request at the purchase price of the nominal amount of
the capital contribution.

Accordingly, he shall submit all declarations and make all petitions which are
necessary for the legally effective transfer.

V.
If, according to the articles of incorporation, the consent of the Corporation
or the shareholders is necessary for the transfer of shares, the contracting
parties to today's trust contract shall personally obtain such consent.

VI.
The Trustor may terminate the trust relationship at any time; the Trustee may
terminate the trust relationship upon notice of three months effective at the
end of a calendar month, but not earlier than the registration of the
Corporation in the commercial register.


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At the end of the trust relationship, the Trustee shall be obligated to promptly
assign the share to the Trustor or a third party to be named by the Trustor at
the nominal amount.

The trust relationship shall also end

a) upon the transfer of the share at the request of the Trustor,

b) upon the death of the Trustee.

VII.
Inter se, the Trustee shall be obligated at the request of the Trustor to submit
the agenda to the Trustor prior to each general meeting of shareholders and
obtain his instructions concerning the ballot.

VIII.
No compensation shall be paid for the Trustee, except in the case of transfer.

IX.
The Trustor shall bear the expense of this document and the execution thereof.
The contracting parties shall each receive a duplicate original of this
document.




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[stamp]
Read aloud by the notary, approved by the
participants and personally signed:


[signature] [signature]

[signature]

[signature] [handwritten:] Notary

[seal]
DR. HANS SCHMALZL - NOTARY IN INGOLSTADT