UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION

In the matter of

RHI AG, a corporation.

File No. 991-0281

AGREEMENT CONTAINING CONSENT ORDER

The Federal Trade Commission ("Commission"), having initiated an investigation of the acquisition by RHI AG ("RHI") of all of the outstanding shares of Global Industrial Technologies, Inc. ("Global"), and it now appearing that RHI, hereinafter sometimes referred to as "proposed respondent," is willing to enter into an agreement containing an order to divest certain assets and providing for other relief:

IT IS HEREBY AGREED by and between proposed respondent, by its duly authorized officers and attorneys, and counsel for the Commission that:

1. Proposed respondent RHI is a corporation organized, existing and doing business under and by virtue of the laws of Austria, with its office and principal place of business at Mommsengasse 35, A-1040 Vienna, Austria.
 
2. Proposed respondent admits all the jurisdictional facts set forth in the draft of complaint here attached.
 
3. Proposed respondent waives:
 
a. any further procedural steps;
 
b. the requirement that the Commission's Decision and Order, here attached and made a part hereof, contain a statement of findings of fact and conclusions of law;
 
c. all rights to seek judicial review or otherwise to challenge or contest the validity of the Order entered pursuant to this agreement; and
 
d. any claim under the Equal Access to Justice Act.
 
4. Proposed respondent shall submit within thirty (30) days of the date this agreement is signed by proposed respondent, an initial report, pursuant to Section 2.33 of the Commission's Rules, signed by the proposed respondent setting forth in detail the manner in which the proposed respondent is complying and will comply with the Order when and if entered. Such report will not become part of the public record unless and until the accompanying agreement and Order are accepted by the Commission for public comment.
 
5. This agreement shall not become part of the public record of the proceeding unless and until it is accepted by the Commission. If this agreement is accepted by the Commission it, together with the draft of complaint contemplated thereby, will be placed on the public record for a period of thirty (30) days and information in respect thereto publicly released. The Commission thereafter may either withdraw its acceptance of this agreement and so notify the proposed respondent, in which event it will take such action as it may consider appropriate, or issue and serve its complaint (in such form as the circumstances may require) and decision, in disposition of the proceeding.
 
6. This agreement is for settlement purposes only and does not constitute an admission by proposed respondent that the law has been violated as alleged in the draft of complaint here attached, or that the facts as alleged in the draft complaint, other than jurisdictional facts, are true.
 
7. This agreement contemplates that, if it is accepted by the Commission, and if such acceptance is not subsequently withdrawn by the Commission pursuant to the provisions of  2.34 of the Commission's Rules, the Commission may, without further notice to the proposed respondent, (1) issue its complaint corresponding in form and substance with the draft of complaint here attached and its Decision containing the following Order to divest in disposition of the proceeding and (2) make information public with respect thereto. When so entered, the Order shall have the same force and effect and may be altered, modified or set aside in the same manner and within the same time provided by statute for other orders. The Decision & Order shall become final upon service. Delivery of the complaint and the Decision & Order to proposed respondent's United States counsel named in this Consent Agreement by any means specified in Commission Rule 4.4(a), 16 C.F.R.  4.4(a), shall constitute service. Proposed respondent waives any right it may have to any other manner of service. The complaint may be used in construing the terms of the Order, and no agreement, understanding, representation, or interpretation not contained in the Order or the agreement may be used to vary or contradict the terms of the Order.
 
8. By signing this agreement, proposed respondent represents that it can accomplish the full relief contemplated by the Order.
 
9. Proposed respondent has read the proposed complaint and Order contemplated hereby. Proposed respondent understands that once the Order has been issued, it will be required to file one or more compliance reports showing how it is complying or has complied with the Order. Proposed respondent agrees to comply with the terms of the proposed Order from the date it signs this agreement containing consent order. Proposed respondent agrees that if it divests the Divested Assets pursuant to Paragraph II of the Order prior to the time the Order becomes final, it will include and enforce a provision in the divestiture agreement with Resco requiring the transaction to be rescinded, and the Divested Assets returned to the proposed respondent, should the Commission not make the Order final or should the Commission notify the proposed respondent that Resco is not an acceptable acquirer, or that the Divestiture Agreement is not an acceptable manner of divestiture. Proposed respondent further understands that it may be liable for civil penalties in the amount provided by law for each violation of the Order after it becomes final.

10. Respondent consents to the appointment of David Painter as Interim Trustee under Paragraph III of the Order, and agrees to enter into the Trust Agreement attached as Exhibit A to this Agreement.

Signed this ____ day of December, 1999.

RHI AG

By:
________________________

__________________ [title]
RHI

By:
________________________
Tom D. Smith
Jones, Day, Reavis & Pogue
Counsel for RHI

FEDERAL TRADE COMMISSION

By:
_______________________
Gregg H. Vicinanza
Attorney

_______________________
Morris A. Bloom
Deputy Assistant Director
Mergers II Division

_______________________
Richard G. Parker
Director
Bureau of Competition

Exhibit A

T R U S T   A G R E E M E N T

[OMITTED]