SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549

                           Form 8-K

       Current Report Pursuant to Section 13 or 15(d) of
              the Securities Exchange Act of 1934


Date of Report  (Date of earliest event reported)  November 1,
                             2000


                   Goddard Industries, Inc.
 .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .
        .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .
    (Exact Name of Registrant as Specified in Its Charter)


     Massachusetts        0-2052              04-2268165
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 .  .  .  .  .  .  .  .  .  .  .  .  .  .
  (State or Other        (Commission         (I.R.S. Employer
     Jurisdiction        File Number)        Identification
No.)
of Incorporation)


705 Plantation Street, Worcester, Massachusetts   01605
 .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .
 .  .  .  .  .   .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .
 .  .  .  .  .  .  .  .  .  .  .  .  .  .
     (Address of Principal Executive Offices)     (Zip Code)


                                          (508) 852-2435
Registrant's telephone number, including area code  .  .  .  .
 .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .
 .  .  .


 .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .
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     (Former Name or Former Address, If Changed Since Last
Report)

Item 2.   Acquisition

      On  November  1, 2000, Goddard Industries,  Inc.  (  the
"Registrant")   acquired  through  one  of  its   subsidiaries
substantially  all of the assets and assumed  certain  of  the
liabilities  of  Mack Valves Pty Ltd. of Melbourne,  Australia
("Mack  Valves")  for  a  cash purchase  price  of  $6,921,000
Australian.  The purchase price is subject to adjustment after
the  completion  of  a post-closing review  of  the  purchased
assets.   The  assets purchased from Mack Valves included  its
fixed  assets,  intellectual property,  usable  inventory  and
accounts  receivable.   The Registrant  and  its  subsidiaries
funded  the  acquisition  through  secured  credit  facilities
furnished  by  Fleet  National Bank and by National  Australia
Bank Limited.

     The Registrant and its subsidiaries manufacture cryogenic
valves  used  primarily  by  the  industrial  gas  industries,
including   atmospheric  gases,  LNG,  liquid   hydrogen   and
specialty  gases  used  in  semiconductor  manufacture.   Mack
Valves  manufactures a range of cryogenic valves complementary
to  those  of  the  Registrant, as well as  a  wide  range  of
industrial  valves  for  specialized areas  of  industry.  The
Registrant  intends  to  continue  to  use  these  assets   in
connection with its conduct of the business.

     The terms of the transaction are more fully described  in
the  Sale of Business Agreement, dated as of November 1, 2000,
among  an indirect subsidiary of the Registrant, Mack  Valves,
Maxwell Industrial Sales Pty Ltd., Maxwell Charles Chester and
Jane Frances Chester, filed as an exhibit herewith.

      There  was  no prior material relationship  between  the
Registrant  or  any of its affiliates and  the  sellers.   The
terms   of  the  transaction  were  a  result  of  arms-length
negotiations  between representatives of Mack Valves  and  the
Registrant.


Item 7.   Financial Statements and Exhibits

     (a)  Financial Statements.
          The  required financial statements are not  included
          in  this Report.  The Registrant intends to file the
          required financial statements not later than 60 days
          following the date of this Report.

     (b)  Exhibits.

          Exhibit No.          Description of Exhibit

               1         Form of Sale of Business Agreement *







(*) Confidential treatment requested for certain portions of
this document.


                          SIGNATURES

      Pursuant to the requirements of the Securities  Exchange
Act of 1934, the Registrant has duly caused this report to  be
signed  on  its  behalf  by  the  undersigned  hereunto   duly
authorized.

                           GODDARD INDUSTRIES, INC.


Date:  November 15, 2000   By:
                               /s/ Salvatore J. Vinciguerra

                              --------------------------------
----
                                 Salvatore   J.   Vinciguerra,
President

                         EXHIBIT INDEX

EXHIBIT NO.      DESCRIPTION OF EXHIBIT

     1         Form of Sale of Business Agreement *














































(*) Confidential treatment requested for certain portions of
this document.





SALE OF BUSINESS AGREEMENT


THIS AGREEMENT is made the       1st       day of November,
2000.


PARTIES


BETWEEN:   MACK VALVES PTY LTD ACN 004 274 499 of 30 Burgess
           Road, Bayswater North in the State of Victoria
           (the 'Vendor')

AND:       MAXWELL INDUSTRIAL SALES PTY LTD ACN 005 552 983
           of 92 Mont Albert Road, Canterbury, Victoria 3126
           and MAXWELL CHARLES CHESTER and JANE FRANCES
           CHESTER both of 92 Mont Albert Road, Canterbury,
           Victoria 3126 ('Warrantors')

AND:       GODDARD INDUSTRIES PTY LTD ACN 094 830 145 of
           Level 23, 525 Collins Street, Melbourne, Victoria
           3000 (the 'Purchaser')

AND:       GODDARD INDUSTRIES, INC. of 705 Plantation Street,
           Worcester, Massachusetts, the United States of
           America ('Goddard')

RECITALS

A.   The Vendor conducts the Business and is the beneficial
     owner of the Assets.

B.   The Vendor has agreed to sell and the Purchaser has
     agreed to purchase the Assets and assume certain
     Liabilities on the terms and conditions contained in
     this agreement.

C.   The Warrantors acknowledge giving the warranties,
     covenants, undertakings and indemnities in this agreement in
     consideration for, and as an inducement to, the Purchaser
     entering into this agreement.

D.   Goddard acknowledges giving the guarantee and indemnity
     in this agreement in consideration for, and as inducement to,
     the Vendor entering into this agreement.

THE PARTIES AGREE THAT:-

1.   INTERPRETATION

1.1  Definitions

     In this agreement, unless the subject or the context
     otherwise requires:-

     'Accepted Liabilities' means those liabilities set out
     in Schedule 1;

     'Accounts Date' means 28 February 2000;

     'Adjusted Accounts' means the balance sheet and profit
     and loss statement of the Business for the 3 month
     period ending on the date of this agreement;

     'Adjusted Purchase Price' has the meaning set out in
     clause 3.3 ;

     'Assets' includes without limitation:

     (a)  Goodwill;

     (b)  Plant and Equipment;

     (c)  Intellectual Property;

     (d)  Stock;

     (e)  the Business Contracts;

     (f)  the Chattel Leases;

     (g)  Book Debts;

     (g)  the Property Leases; and

     (h)  all other property and assets of the Vendor used in the
         Business except the Excluded Assets;

     'Bayswater Lease' means the lease set out in Schedule 2;

     'Book Debts' means the trade and other receivables owing
     to the Vendor in respect of the Business;

     'Business' means the business of designing,
     manufacturing and supplying valves and related equipment
     conducted by the Vendor under the Business Names from
     the Site using the Assets;

     'Business Contracts' means all agreements, arrangements,
     understandings and orders entered into, made or accepted
     by or on behalf of the Vendor in the conduct of the
     Business that are not fully performed at the Completion
     Date (other than the Property Leases, the Chattel Leases
     and any Intellectual Property Licences);

     'Business Day' means a day on which banks are open for
     business in Melbourne, Victoria other than a Saturday or
     Sunday, unless otherwise provided;

     'Business Names' has the meaning set out in Schedule 3;

     'Chattel Leases' means the lease and/or hire purchase
     agreements set out in Schedule 4;

     'Claim' means any claim, notice, demand, action,
     proceeding, litigation, investigation or judgment
     whether based in contract, tort, statute or otherwise;

     'Completion' means completion of the sale and purchase
     of the Assets contemplated in this agreement;

     'Completion Accounts' means audited financial statements
     of the Business, prepared in accordance with GAAP, as at
     the Completion Date;

     'Completion Date' has the meaning set out in clause 7;

     'Contaminant' means a solid, liquid or gaseous
     substance, odour, heat, sound, vibration or radiation
     which is or may be:

     (a)  noxious or poisonous or offensive to the senses of
     human beings;

            (b)        harmful or potentially harmful to the
           health, welfare, safety or property of human
           beings; and

     (c)  poisonous, harmful, or potentially harmful to
     animals or plants; or

     (d)  detrimental to any beneficial use made of the
     Environment;

     'Disclosure Material' means all written information
     provided by the Vendor to the Purchaser prior to the
     date of this agreement;

     'Employees' means all the persons employed by the Vendor
     in the conduct of the Business at Completion, including
     those persons listed in Schedule 5 who are employees of
     the Vendor at Completion;

     'Encumbrance' means any mortgage, lien, charge, pledge,
     claim or other encumbrance;

     'Environment' means the physical factors of the
     surrounds of human beings including the land, waters,
     atmosphere, climate, sound, odours, place, the
     biological factors of animals and plants and the social
     factors of aesthetics;

     'Environmental Authorisation' means any authorisation,
     approval, permit, licence or authority required by any
     Environmental Law;

     'Environmental Law' means a law regulating or otherwise
     relating to the Environment including, without
     limitation, land use, planning, pollution of the
     atmosphere, water or land waste, the storage and
     handling of chemicals, Hazardous Substances, or any
     other aspect of protection of the Environment;

     'Excluded Assets'

     'Financial Year' means the 12 month period ending on the
     Saturday closest to the last day of September of each
     year, or if the Purchaser is unable to adopt that period
     as its year of income for tax income purposes, the 12
     month period ending 30 September of each year;

     'GAAP' means Generally Accepted Accounting Principles in
     Australia as determined by the Australian Accounting
     Standard Board, and to the extent that any matter is not
     covered by the Generally Accepted Accounting Principles,
     the Australian Accounting Standards (generally accepted
     accounting principles in Australia), consistently
     applied;

     'Goodwill' means the goodwill of the Business including,
     but not limited to:

     (a)  Records;

     (b)        the exclusive right to carry on the Business at
           the Site in succession to the Vendor under the Business Names;

     'GST' and 'GST Act' means A New Tax System (Goods and
     Services Tax) Act 1999 (Cth);

     'Hazardous Substance' means any substance which is, or
     may be, hazardous, toxic, dangerous or polluting or
     which is regulated by any Environmental Law;

     'Incentive Year' means the first 12 calendar months
     following the Completion Date and after that each full
     12 month Financial Year of the Purchaser;

     'Independent Accountant' means a person appointed
     jointly by the Vendor and the Purchaser or if they do
     not agree on the person to be appointed within 7 days of
     either party requesting appointment, a chartered
     accountant appointed by the President of the Australian
     Institute of Chartered Accountants Australia at the
     request of either the Vendor or the Purchaser;

     'Intellectual Property' means all intellectual property
     and proprietary rights (whether registered or
     unregistered) owned by the Vendor in the conduct of the
     Business including:

     as set out in Schedule 3;

     'Intellectual Property Licences' means all agreements
     under which the Vendor has the right to use, but not
     ownership of, intellectual property used in connection
     with the Business, details of which are set out in
     Schedule 3;

     'Leave Adjustment' means amounts (accrued but unpaid or
     pro-rata or both) at the Completion Date:

     'Liabilities' means all liabilities, losses, damages,
     outgoings, costs and expenses of the Business other than
     Accepted Liabilities;

     'Management Accounts' means the balance sheet and the
     profit and loss statement of the Vendor as at the
     Accounts Date as set out in Schedule 10 [sgd] Salvatore
     Vinciguerra for Goddard Industries Inc, Marc Andre
     Daniel-Dreyfus for Goddard Industries Pty Ltd, Maxwell
     Charles Chester in his own capacity and for Maxwell
     Industrial Sales Pty Ltd and Mack Valves Pty Ltd, and
     Jane Frances Chester together with the notes relating to
     those accounts;

     'Management Services Deed' means the deed set out in
     Schedule 6;

     'Motor Vehicles' means the motor vehicles listed in
     Schedule 7;

     'Net Worth' means the balance sheet value of the Assets
     less liabilities:

     (a)  less the balance sheet value (gross cost less
           depreciation and amortization) of the land and building at the
           Premises and improvements, and

(b)  less the amount of the net deferred tax benefit asset on
the balance sheet not attributable to accrued annual leave,
accrued long service leave and warranties,
     as reported in the Management Accounts, Adjustment
     Accounts and Completion Accounts (as applicable);

     'Non Qualified Stock Options' means options, that are
     not intended to comply as incentive stock options under
     Section 422 of the Internal Revenue Code 1986 of the
     United States of America (as amended from time to time),
     to purchase shares in the capital of Goddard Industries,
     Inc.;

     'Person' means a natural person, corporation,
     partnership, trust, estate, joint venture, sole
     proprietorship, government or governmental subdivision
     or agency, association, co-operative and any other legal
     or commercial entity or undertaking;

     'Plant and Equipment' means all fixed plant, equipment,
     Motor Vehicles, machinery, spare parts, furniture,
     fittings and other assets, fittings or chattels owned by
     the Vendor and used in the conduct of the Business as at
     the Completion Date including those items listed in
     Schedule 7;

     'Premises' means the premises at 30 Burgess Road,
     Bayswater, Victoria;

     'Property Leases' means the property lease for each
     Site;

     'Purchase Price' has the meaning set out in clause 2,
     subject to adjustments made in accordance with this
     agreement;

     'Records' means all original or copy records, sales
     brochures and catalogues, lists of customers, documents,
     books, files, accounts, plans and correspondence
     belonging to or used by the Vendor in the conduct of the
     Business other than corporate accounting and statutory
     records;

     'Related Entity' has the meaning ascribed to that term
     in the Corporations Law;

     'Revenue' means the sales revenue of the Business (net
     of discounts) as determined in accordance with GAAP;

     'Site' means the Premises and the property leased by the
     Vendor at:

     (a)  unit 2/ 129 Robinson Road, Geebung, Queensland 4034;

     (b)  unit 8/ 12 Tarlington Place, Smithfield, New South Wales
           2164;

(c)  unit 2/ 45 McCoy Street, Myaree, Western Australia 6154;
and
(d)  204 Prospect Road, Prospect, South Australia 5082;
     'Stock' means:-

     (a)  full inventory of completed stock on hand;

     (b)        full inventory of component parts;

(c)       all stock in the course of manufacture; and
(d)       all other raw materials and trading stock owned by
the Vendor;
     in the possession of the Vendor, or in transit and goods
     ordered by and paid for by the Vendor prior to
     Completion but not received by Completion other than
     excessive, unsaleable, redundant or obsolete items;

     'Systems' means all manufacturing, engineering, design
     and accounting systems (including all accounting,
     invoicing, debt control, credit control, debt
     collection, computer records, software and all ancillary
     data systems) other than corporate accounting and
     statutory records used in the conduct of the Business
     and owned or licensed by the Vendor;

     'Trade Marks' means the registered and unregistered
     trade marks used by the Vendor in the Business set out
     in Schedule 3 and all associated goodwill;

     'Transferring Employees' means the Employees who accept
     the Purchaser's offer of employment referred to in
     clause 14.1; and

     'Warranties' means each of the representations and
     warranties listed in Schedule 8 and elsewhere in this
     agreement.

1.2  Construction

     In this agreement, unless the subject or context
     otherwise requires:

     (a)  words importing the singular include the plural and vice
           versa;

     (b)  words importing one gender include the other gender and
           references to persons include corporations and vice versa;

(c)  a reference to any party or other person includes that
person's successors and permitted assigns;
(d)  a reference to a statute, ordinance or other legislation
includes any amendment, replacement or re-enactment thereof
for the time being in force and includes all regulations, by-
laws and statutory instruments made thereunder;
(e)  a reference to this or any other document includes a
reference to that document as amended, supplemented, novated
or replaced from time to time;
(f)  a reference to a recital, clause or schedule is a
reference to a recital, clause or schedule of this agreement;
(g)  a reference to writing includes all means of reproducing
words in a tangible and permanently visible form;
(h)  a reference to time is a reference to time in the State
of Victoria;
(i)  where a party comprises two or more persons any agreement
or obligation to be performed or observed by that party binds
those persons jointly and each of them severally, and a
reference to that party is deemed to include a reference to
any one or more of those persons;
(j)  the headings in this agreement are not to affect its
interpretation;
(k)  the recitals and the schedules form part of this
agreement; and
(l)  other than as expressed in clause 8.2(a)(iii), all dollar
values are expressed in Australian dollars.
2.   AGREEMENT TO SELL AND BUY THE BUSINESS

2.1  The Vendor as legal and beneficial owner agrees to sell
     to the Purchaser and the Purchaser agrees to purchase from the
     Vendor the Assets:

     (a)  free from any Encumbrance;

     (b)  for the Purchase Price; and

(c)  with effect from Completion.
2.2  The Purchase Price for the Assets is $6,672,000:

     to be paid in accordance with clause 7.

2.3  The Purchase Price is apportioned in accordance with the
     Completion Accounts and all items of Plant and Equipment and
     Motor Vehicles shall have been sold and purchased at the
     depreciated value as set out in Schedule 9.

2.4  The Purchaser will pay the Purchase Price to the Vendor
or as the Vendor otherwise directs on Completion, by bank
cheque, telegraphic transfer to an account nominated by the
Vendor or otherwise in cleared funds.
2A   GUARANTEE AND INDEMNITY

2A.1 The Vendor and the Warrantors guarantee to, and indemnify
     and will keep indemnified, the Purchaser from:

     (a)  all Liabilities which the Purchaser suffers or incurs by
           reason of:

           (i)  any of the Warranties being untrue or inaccurate in any
                 respect;

(ii) any other covenant or representation of the Vendor and or
the Warrantors in this agreement being untrue or inaccurate in
any respect; or
(iii)     any failure by the Vendor and or the Warrantors to
fulfil their obligations under this agreement;
     (b)  all Claims made by any third party in relation to:

           (i)  a matter which constitutes, or in circumstances that
                 constitute, a breach of any of the Warranties, any other
                 covenant or representation of the Vendor in this agreement; or

(ii) any failure by the Vendor and or the Warrantors to fulfil
their obligations under this agreement.
2A.2 The parties agree that the obligations of Maxwell
     Charles Chester and Jane Frances Chester under this
     clause 2A shall only continue for a period of 5 years
     commencing from the Completion Date.

2A.3 Goddard guarantees to, and indemnifies and will keep
     indemnified, the Vendor from:

     (a)  all Liabilities which the Vendor suffers or incurs by
           reason of a failure by the Purchaser to fulfil its obligations
           under this agreement;

     (b)  all Claims made by any third party in relation to any
           failure by the Purchaser to fulfil its obligations under this
           agreement.

3.   PURCHASE PRICE ADJUSTMENTS

3.1  Preparation of Adjusted Accounts

     Immediately on execution of this agreement, Vendor will
     deliver to the Purchaser the Adjusted Accounts as at 30
     September 2000.

3.2  Principles for Preparation of Adjustment Accounts

     The Adjustment Accounts referred to in clause 3.1 must
     be prepared on a basis consistent with the Management
     Accounts.

3.3  Adjusted Purchase Price

     The Adjusted Purchase Price is the Purchase Price plus
     the increase, or minus the decrease, in the Net Worth of
     the Adjusted Accounts compared to the Net Worth of the
     Management Accounts.

3.4  The Purchaser must pay the Adjusted Purchase Price on the
     Completion Date in accordance with clause 7.

3.5  Preparation of Completion Accounts
     No later than 30 days from the Completion Date the
     Vendor will deliver the Completion Accounts to the
     Purchaser

3.6  Calculation of Final Adjusted Purchase Price after
     Completion

     (a)  The 'Final Adjusted Purchase Price after Completion' is
           the Purchase Price plus the increase, or minus the decrease,
           in the Net Worth of the Completion Accounts compared to the
           Net Worth of Management Accounts.

     (b)  If the Final Adjusted Purchase Price after Completion
           Date calculated from the Completion Accounts:

           (i)  is less than the Adjusted Purchase Price calculated from
                 the Adjusted Accounts, the Vendor must pay to the Purchaser
                 the difference in cleared funds within 10 days of receiving
                 written demand;

(ii) is greater than the Adjusted Purchase Price calculated
from the Adjusted Accounts, the Purchaser must pay to the
Vendor the difference in cleared funds within 10 days of
receiving written demand.
3.7  Dispute

     (a)  If the Vendor and the Purchaser cannot resolve any
           dispute arising in relation to this clause 3 then that dispute
           must promptly be submitted for determination to the
           Independent Accountant who will determine the matter in
           dispute having regard to the principles set out in this
           clause.

     (b)  The Independent Accountant will make his determination no
           later than 20 days after his/ her appointment.

(c)  The Independent Accountant will determine absolutely the
procedures for settlement of the dispute.
(d)  The Independent Accountant will act as an expert and not
as an arbitrator and the decision of the Independent
Accountant will be final and binding on the parties in the
absence of manifest error.  The cost of such determination by
the Independent Accountant is to be borne by the parties in
accordance with the Independent Accountant's determination.
(e)  If the Net Worth adjustment in respect of the Completion
Accounts under clause 3.7 is in dispute:
           (i)  pending the decision of the Independent Accountant, the
                 Purchase Price will be deemed to be the undisputed portion of
                 the Purchase Price;

(ii) the Purchase Price will be modified according to the
Independent Accountant's decision in respect of the Net Worth
adjustment in the Adjusted Accounts; and
(iii)     the parties agree to pay any outstanding amount of
the Purchaser Price to the other party, as determined by the
Independent Accountant under clause 3.7(e)(ii), within 10 days
of receiving written notice of the Independent Accountant's
decision.
4.   TRADING RESPONSIBILITIES

4.1  Income and profits

     All income, profits and benefits of the Business:

     (a)  up to and including Completion, belong to the Vendor; and

     (b)  after Completion, belong to the Purchaser.

4.2  Liabilities

     (a)  The Purchaser accepts the Accepted Liabilities from the
           Completion Date.

     (b)  All Liabilities of the Business created after the
           Completion Date are the responsibility of the Purchaser and
           the Purchaser indemnifies, and keeps indemnified, the Vendor
           from and against those Liabilities.

(c)  All Liabilities of the Business, other than Accepted
Liabilities up to and including Completion, are the
responsibility of the Vendor and the Vendor indemnifies, and
keeps indemnified, the Purchaser from and against those
Liabilities.
5.   ACCESS TO BUSINESS AND RECORDS

5.1  Purchaser's right to access

     The Vendor must facilitate and ensure that the
     Purchaser, its agents, representatives, accountants and
     solicitors are authorised and provided with access to
     the Site, the Records and the Employees at all
     reasonable times before the Completion Date to enable
     the Purchaser to become familiar with the conduct of the
     Business and to conduct such due diligence
     investigations as the Purchaser requires.

5.2  Purchaser's right to copy material

     In exercise of the rights granted to the Purchaser under
     clause 5.1, the Purchaser may, at its cost, make copies
     of the material examined.

6.   CONTINUITY OF BUSINESS

     The Vendor must prior to Completion:

     (a)  carry on the Business in the usual and ordinary course;
           and

     (b)  not do anything which may damage the Goodwill.

7.   COMPLETION

7.1  Completion must take place no later than 10 Business Days
     after the date of this agreement ('Completion Date').

7.2  At Completion the Vendor agrees to:
     (a)  provide the Purchaser with possession of the Business;

     (b)  deliver to the Purchaser:

           (i)  possession and control of the Assets including duly
                 executed transfers required to vest the Assets in the
                 Purchaser;

(ii) certificates or other evidence of title to the Assets;
(iii)     stamped original Business Contracts, evidence of the
other parties' consents to the assignment of the Business
Contracts (if available) and duly executed assignments of
those contracts;
(iv) stamped original Chattel Leases, evidence of the lessors'
consents to the transfers of the Chattel Leases (if available)
and duly executed assignments of those leases;
(v)  certificates of registration and duly executed
assignments of the Intellectual Property (in registrable form
if required to record a change of ownership);
(vi) certificates of registration and duly executed notices of
disposition in respect of the Motor Vehicles;
(vii)     stamped original Property Leases, evidence of the
lessor's consent to the assignment of the Property Leases and
an executed assignment of the Property Leases;
(viii)    counterpart of the Bayswater Lease executed by the
Vendor;
(ix) the Records, except that the Vendor may maintain any
document required by law to be held by the Vendor and deliver
copies of those retained documents to the Purchaser;
(x)  a list of the Book Debts (including the name, address and
amount owed for each debtor);
(xi) a deed of release from the National Australia Bank
Limited ACN 004 044 937, the Vendor's mortgagee;
(xii)     evidence that the Vendor has changed its name so
that it no longer includes the words 'Mack' or 'Mack Valves'
or anything deceptively similar;
(xiii)    certificates of registration and executed transfers,
consents and any other document, required to transfer
ownership in all internet domain names, World Wide Web URL's
or addresses, and electronic mail addresses;
(xiv)     a copy of the Management Services Deed; and
(xv) any other document or thing reasonably necessary to give
full effect to this agreement as it relates to the Vendor,
           provided that the Purchaser is to preserve and
           make available as and when reasonably required by
           the Vendor all electronic and hard copy records
           which the Vendor may at any time in the future
           require to satisfy any enquiry of the Australian
           Taxation Office or any other governmental or
           statutory authority.

     (c)        deliver those Assets hereby sold capable of
           transfer by delivery and permit the Purchaser to take
           possession of such Assets, the leased chattels set out in
           Schedule 4 and the Premises;

(d)       assist the Purchaser with the necessary forms and
consents to enable the utility services provided to the
Business, including those telephone, facsimile and other
communication services (with the benefit of the same numbers)
requested by the Purchaser, to be transferred to the Purchaser
with effect from the Completion Date without interruption of
those services; and
(e)       fully co-operate with the Purchaser and assist the
Purchaser in relation to the handover of the Business.
7.3  At Completion the Purchaser agrees to pay the Purchase
     Price to the Vendor.

7.4  On the Completion Date property in the Business and the
Assets will pass to the Purchaser. Until the Completion Date
property in the Business and the Assets shall be at the risk
of the Vendor.
8.   PURCHASE PRICE INCENTIVE PAYMENTS

8.1  The Purchaser agrees to pay to the Vendor the following
     purchase price incentive payments on the terms and conditions
     set out in this clause 8 ('Incentive Payments').

9.   MOTOR VEHICLES

9.1  Vendor's cost

     The Vendor must, at its cost, prepare any notice of
     disposal and obtain a road worthy certificate, not less
     than 10 days prior to Completion Date, in relation to
     any Motor Vehicle sold under this agreement.

9.2  Purchaser's cost

     The Purchaser must:

     (a)  at its cost, prepare and lodge any notice of acquisition
           or other documents required to be lodged under the relevant
           motor vehicle legislation; and

     (b)  pay all duties payable with respect to the transfer of
           ownership of any Motor Vehicle under this agreement.

10.  COMPANY AND BUSINESS NAMES AND OTHER TRANSFERS

10.1 The Vendor will do all such acts and things and execute
     all such documents (which shall be in a form acceptable to the
     Purchaser) as may be necessary or desirable to be done or
     executed in order to:

11.  LEASE OF PREMISES

11.1 The Vendor shall grant to the Purchaser, and the
     Purchaser shall take from the Vendor, a lease of the Premises
     in the form set out in Schedule 2 ('Bayswater Lease').

11.2 The Vendor shall assign to the Purchaser all of its
interest as lessee of the Property Leases (other than the
Premises). The Vendor shall obtain the consent of each
respective owner of the Sites and the Purchaser undertakes
that as and from the Completion Date, it shall assume and
perform and observe the obligations of the Vendor contained in
the Property Leases and from the Completion Date shall
indemnify and keep indemnified the Vendor against all claims
and demands of any nature in respect of the  Property Leases
arising on or after the Completion Date.
12.  CHATTEL LEASES AND HIRE PURCHASE AGREEMENTS

12.1 The Vendor shall assign to the Purchaser all of its
     interest as hirer or lessee in the Chattel Leases and the full
     benefit of the Chattel Leases.

12.2 The Vendor shall obtain the consent of the owner or
lessor of each of the Chattel Leases.
12.3 The Purchaser undertakes that as from the Completion Date
it shall assume and perform and observe the obligations of the
Vendor contained in the Chattel Leases and from the Completion
Date shall indemnify and keep indemnified the Vendor against
all claims and demands of any nature in respect of any of the
Chattel Leases arising on or after the Completion Date.
13.  VENDOR'S COVENANTS

13.1 The Vendor hereby represents and warrants to the
     Purchaser that:

     (a)  as from the date of this agreement until the Completion
           Date the Vendor shall carry on the Business in the usual and
           ordinary course and not do anything to damage the Goodwill.

     (b)        the Assets, other than any Plant and Equipment
           which is the subject of any of the Chattel Leases, will not at
           the Completion Date be subject to any Encumbrance and the
           Vendor has or will have on the Completion Date legal and
           beneficial title to all of the Assets to be sold;

     (c)        the Vendor will not at any time after the date of
           this agreement do or suffer to be done any act, matter or
           thing whereby the Purchaser may be interfered with,
           interrupted or injured in any way in its conduct of the
           Business except to the extent that the Vendor is seeking
           redress against any default by the Purchaser of its
           obligations under this agreement;

(d)       there is no litigation or prosecution pending nor
any threatened against the Vendor or in respect of the Assets,
orders, unfulfilled Business Contracts, Goodwill or other
assets hereby sold which has not been disclosed in writing by
the Vendor to the Purchaser prior to the date of this
agreement;
(e)       the Vendor shall pay, settle and discharge all debts
and liabilities incurred as and when due by it in connection
with the Business up to and including the Completion Date and
the Vendor shall indemnify and keep the Purchaser indemnified
from and against all claims in respect of any such debts and
liabilities;
(f)       the Chattel Leases are valid and subsisting and the
Vendor is not and will not be at the Completion Date in breach
of any of the terms, conditions, and provisons contained in
those agreements;
(g)       the Plant and Equipment sold will be in
substantially the same state and condition (fair wear and tear
excepted) at the Completion Date as at the date of this
agreement;
(h)       the Vendor will carry out repairs and maintenance to
the chattels, the Plant and Equipment the subject of the
Chattel Leases and any other Plant and Equipment on the Sites
in accordance with good commercial practice and standards of
maintenance and as required where relevant under the Chattel
Leases and the Property Leases;
(i)       until the Completion Date the Vendor will not other
than in the normal course of Business replace or enter any
contract to replace any items of Plant and Equipment used in
the Business without the prior written consent of the
Purchaser.
14.  EMPLOYEES

14.1 Offer letters

     On or before the Completion Date, the Vendor and the
     Purchaser must jointly issue to each Employee a letter
     under which the Purchaser offers to employ that Employee
     as and from Completion on terms identical to the terms
     of employment existing at the date of this agreement
     between the Vendor and that Employee.

14.2 Vendor's obligations

     The Vendor must on the Completion Date:

     (a)  pay to each Employee all accrued wages, salary,
           commissions and bonuses in respect of that Employee's contract
           of employment with the Vendor;

     (b)  release each Transferring Employee from his or her
           employment with the Vendor;

(c)  ensure that all employer superannuation contributions due
to be made by the Vendor on or before the Completion Date in
respect of each Transferring Employee have been made; and
(d)  allow to the Purchaser, as a deduction from the Purchase
Price, the Leave Adjustment.
14.3 Purchaser's obligations

     From the date after the Completion Date the Purchaser
     will:

     (a)  be responsible for and will indemnify the Vendor for all
           wages, salary, commissions and bonuses which accrue to
           Transferring Employees after the Completion Date;

     (b)  allow to each Transferring Employee an entitlement to
           sick leave which includes sick leave entitlements that had
           accrued to that Employee as an employee of the Vendor but were
           untaken at the Completion Date; and

(c)  treat the period of service (including any period of
service deemed by award, statute or contract) which each
Transferring Employee had with the Vendor as service with the
Purchaser.
15.  SUPERANNUATION

     Where any Transferring Employee is a member of the
     Superannuation Trust of Australia or is a member of the
     MLC Superannuation Fund ('Fund'):

     (a)  the Vendor must, as soon as reasonably practicable, use
           its best endeavours to procure that the trustee of the Fund
           agrees to the Purchaser becoming a participating employer in
           the Fund.

16.  DEFAULT

16.1 In addition to the other rights and remedies available to
     the Vendor at law or in equity if the Purchaser makes default
     in payment of any sum of money due under this agreement or in
     the performance or observance of any of the terms or
     conditions of this agreement ('Owed Amount'):

     (a)  interest at the rate of 12.5% per annum computed on the
           Owed Amount during the period of default shall be paid on
           demand by the Purchaser to the Vendor and without prejudice to
           the Vendor's rights under clause 16.1(b);

     (b)  the whole of the Owed Amount shall at the option of the
           Vendor and without prejudice to any other rights of the Vendor
           become immediately due and recoverable.

16.2 Time shall be the essence of this agreement save that the
     Vendor shall not be entitled to exercise any right referred to
     in clauses 16.1(a) and 16.1(b) unless and until the Vendor
     serves on the Purchaser a notice in writing specifying the
     default and stating the Vendor's intention to exercise such
     rights and remedies unless the default is remedied within a
     period of not less than ten (10) clear days from the date of
     service of such notice and the Purchaser fails within such
     period to remedy such default.

17.  RESTRAINT

17.1 In consideration of the Purchaser entering into this
     agreement, and the Purchaser agreeing, at the Vendor's
     request, to enter into the Management Services Deed for a
     minimum fixed period of three years commencing on the
     Completion Date, the Vendor covenants with the Purchaser that
     it will not, and will procure that each of its Related
     Entities will not, without the prior consent in writing of the
     Purchaser (which consent may be withheld by the Purchaser at
     its absolute and unfettered discretion) during the Restraint
     Period:



           (i)  manufacture, sell or offer for sale or in any way be
                 concerned or associated with equipment or any other accessory
                 equipment which is, or is similar to that, currently
                 manufactured or offered for sale by the Vendor whether alone
                 or in association with or in partnership with or as a
                 shareholder or unitholder in or member of any, firm,
                 corporation, trust or association provided that the Vendor
                 shall not be prohibited by this clause from holding shares in
                 a company listed on any stock exchange in Australia which
                 shares total in number and value less than 5% of the issued
                 capital of a company conducting any business activity that
                 competes with the Purchaser or conflicts with the Vendor's
                 obligations under this clause 17.1;

(ii) solicit, canvass, induce or encourage any person who at
any time during the six month period ending on the Completion
Date was an Employee or agent of the Vendor to leave the
employment or agency of the Purchaser;
(iii)     solicit, canvass, approach or accept any approach
from any person who was at any time during the six month
period ending on the Completion Date a customer of the Vendor
with a view to obtaining the custom of any such person in a
business which is the same or similar to the Business; or
(iv) interfere with the relationship between the Purchaser and
its clients, employees or suppliers.
17.2 For the purposes of clause 17.1, 'Restraint Period' means
     each of the following periods of time separately:

17.3 This clause 17 has effect as separate and independent
covenants and restraints consisting of each separate covenant
and restraint set out in clauses 17.1 and 17.2 and is
cumulative in effect.  If any of those covenants and
restraints is or becomes invalid or becomes unenforceable for
any reason, that will not affect the validity or
enforceability of the others.
18.  NOTICE TO CUSTOMERS AND SUPPLIERS

     On or about the Completion Date the Vendor and the
     Purchaser must send to each of the customers and
     suppliers of the Business a letter in a form acceptable
     to the Purchaser announcing the sale of the Business.
     Save as aforesaid, no public announcement of the sale
     and purchase of the business shall be made otherwise
     than in a joint announcement in a form approved by the
     Vendor and the Purchaser.

19.  SERVICE CONTRACT

     The Vendor agrees to provide management services to the
     Purchaser in connection with the business on the terms
     and conditions set out in the Management Services Deed.

20.  WARRANTIES

20.1 Vendor warranties

     The Vendor and the Warrantors jointly and severally
     represent and warrant to the Purchaser that each of the
     Warranties is true and accurate and not misleading at
     the date of this agreement and on each day after the
     date of this agreement up to and including Completion.

20.2 Separate Promises

     Each Warranty is a separate representation and warranty,
     the interpretation of which is not limited or restricted
     by any other Warranty.

20.3 After Completion

     Each of the Warranties remains in full force and effect
     on and after Completion despite Completion.

20.4 Purchaser to give notice of Claim

     If any facts arise to the knowledge of the Purchaser
     which might give rise to a Claim under the Warranties,
     the Purchaser must promptly give written notice of the
     Claim to the Vendor setting out reasonable particulars
     of the Claim.

20.5 Payment for breach

     A payment made for a breach of any Warranty that:

     (a)  relates to one or more of the Assets, is to be treated as
           a reduction in the Purchase Price attributed to each relevant
           Asset; or

     (b)  does not relate to specific Assets, is to be treated as a
           reduction in the Purchase Price for all of the Assets on a pro
           rata basis.

20.6 Environmental Reports

     The parties acknowledge and agree that the Purchaser
     will at its expense authorise and cause to be conducted
     an environmental review of the Premises  ('Environmental
     Review') as soon as possible after the signing of this
     agreement with the following application:

     (a)  the Environmental Review will take the form of either an
           update of the environmental report previously prepared for the
           Premises ('Existing Report') or a new review depending on
           whether or not the Vendor procures the Existing Report to be
           provided not less than 7 days prior to the Completion Date;

     (b)  if the Environmental Review identifies remedial works
           required to ensure that the Premises complies with all
           Environmental Laws and/or the removal of any Contaminants or
           Hazardous Substances then the Vendor covenants at its expense
           to effect those remedial works as soon as possible after the
           delivery of the Environmental Review; and

(c)  the Vendor indemnifies and will keep indemnified the
Purchaser from any liability, costs and obligations with
respect to the compliance of the Premises with Environmental
Laws and Environmental Authorisations up to the Completion
Date.

21.  SUPPLY OF A GOING CONCERN

21.1 The Vendor and the Purchaser agree that the sale of the
     Assets and the supply by the Vendor of all other things
     under this agreement is the supply of a going concern
     for the purposes of section 38-325(1)(c) of the GST Act.

21.2 The Vendor warrants that it carries on, and will carry
     on, the Business until the day of the supply of the
     going concern under this agreement.

21.3 If the Vendor provides to the Purchaser a written
     determination issued by or on behalf of the Commissioner
     of Taxation stating that the sale of the Assets is
     considered to be taxable supply then clause 22 shall
     apply in respect of that supply.

22.  GST

22.1 Unless otherwise specified, any reference to an amount
     payable or consideration to be provided for a supply to
     be made by one party ('Supplier') to another party
     ('Recipient') under or in connection with this agreement
     (other than a supply referred to in clause 22.6) is a
     reference to that amount or consideration having been
     determined without provision for any GST payable by the
     Supplier on that supply ('GST Exclusive Consideration').

22.2 Subject to clause 22.3, the consideration payable for any
     taxable supply referred to in clause 22.1 shall be the GST
     Exclusive Consideration for that supply increased by an amount
     equal to the GST which the Supplier is or becomes liable to
     pay in respect of that taxable supply, so that the Supplier
     retains, after deducting the GST, the GST Exclusive
     Consideration.

22.3 Clause 22.2 shall not apply in respect of the sale or
     supply of the Assets and other things necessary for the
     conduct of the going concern unless the Vendor provides to the
     Purchaser a written determination as contemplated by clause
     21.3.

22.4 Subject to clause 22.5, any increase to the GST Exclusive
     Consideration payable for a taxable supply arising pursuant to
     clause 22.2 shall be payable at the same time and in the same
     manner as the GST Exclusive Consideration for the supply is
     due to be paid or provided.

22.5 If the consideration for the Assets (that is the Purchase
     Price) is increased pursuant to clause 22.2, the increase in
     that consideration shall be paid by the Purchaser to the
     Vendor no later than 21 days after the end of the tax period
     (for the Purchaser) in which Completion occurs.

22.6 To the extent that the consideration payable by one party
     ('Payer') to satisfy a claim or a right to a claim made by
     another party ('Releasor') under or in connection with this
     agreement (including a claim for breach of warranty or
     misrepresentation) is consideration:

     (a)  for a taxable supply made by the Releasor; and

     (b)  is calculated or determined without having regard to the
           liability of the Releasor to pay GST on that taxable supply
           (such consideration referred to as the 'GST Exclusive Release
           Amount'),

     then the consideration for that taxable supply shall be
     the GST Exclusive Release Amount increased by an amount
     equal to the GST which the Releasor is or becomes liable
     to pay on that release so that the Releasor retains,
     after deducting the GST, the GST Exclusive Release
     Amount.

22.7 Any increase to the consideration for a taxable supply
     arising pursuant to clause 22.6 shall be payable at the
     same time and in the same manner as the GST Exclusive
     Release Amount for the supply is due to be paid or
     provided.

22.8 The Supplier shall provide to the Recipient a tax
     invoice for each taxable supply it makes under or in
     connection with this agreement at or before the time
     when the consideration for that supply is due to be paid
     or provided.

22.9 If a payment to the Supplier under this agreement is a
     reimbursement or indemnification, calculated by
     reference to a loss, cost or expense incurred by the
     Supplier, then (before clause 22.2 or clause 22.6 is
     applied in respect of that payment) the payment will be
     reduced by the amount of the input tax credit to which
     the Supplier is entitled to for that loss, cost or
     expense.

22.10The Purchaser and the Vendor separately warrant that
     they are now and will be at Completion registered
     pursuant to Part 2-5 of GST Act.

22.11In clauses 21 and 22, the terms 'consideration', 'input
     tax credit', 'tax invoice', 'registered', 'GST',
     'supply', 'tax period' and 'taxable supply' have the
     meaning given to those terms in the A New Tax System
     (Goods and Services Tax) Act, 1999.

23.  MISCELLANEOUS

23.1 Further acts

     Each party agrees to do all things as may be necessary
     or desirable to give full effect to every part of this
     agreement if asked in writing by another party to do so.

23.2 Assignment

     Neither the rights nor the obligations of either party
     under this agreement may be assigned, transferred,
     subcontracted or otherwise disposed of, in whole or in
     part, without the prior written consent of the other
     parties.

23.3 Waiver

     No waiver by a party of any default in the strict and
     literal performance of or compliance with any provision,
     condition or requirement of this agreement is to be
     deemed to be a waiver of strict and literal performance
     of and compliance with any other provision, condition or
     requirement herein nor to be a waiver of or in any
     manner release a party from strict and literal
     performance of and compliance with any provision,
     condition or requirement in the future nor shall any
     delay or omission of any party to exercise any right
     hereunder in any manner impair the exercise of any such
     right accruing to such party thereafter.

23.4 Notice

     (a)  Any notice, demand or other communication ('notice') to
           be given or required to be made pursuant to this agreement is
           to be in writing and is to be given by post, facsimile or hand
           to a party at the party's address following:-

           (i)   Vendor

                 92 Mont Albert Road,
                 Canterbury, Victoria 3126

                 Purchaser

                 c/- Minter Ellison Lawyers
                 525 Collins Street,
                 Melbourne, Victoria 3000

           (ii) or at such other address or facsimile number as is
                 notified by one party to the other parties.

     (b)  A notice is deemed to be given or served:

           (i)  where sent by prepaid post on the second business day
                 following the day on which it was posted;

(ii) where transmitted by facsimile during normal business
hours on a Business Day on that day, or in any other case of
transmission by facsimile on the business day following the
day of transmission;
(iii)     where delivered by hand during normal business hours
on a Business Day on that day, or in any other case of hand
delivery to on the Business Day following the day of delivery.
23.5 Costs

     Each party is responsible for its own costs in relation
     to the preparation and execution of this agreement.  The
     Purchaser is to pay all stamp duties, costs and charges
     in respect of the stamping of this agreement and any
     other document giving effect to this agreement.

23.6 Provisions severable

     If any provision of this agreement is invalid, illegal
     or unenforceable in any respect the validity, legality
     and enforceability of the remaining provisions will not
     be affected and such invalid, illegal or unenforceable
     provision is to be severed from this agreement.

23.7 Governing law

     This agreement is governed by and construed in
     accordance with the laws of the State of Victoria,
     Australia and the parties irrevocably submit to the
     jurisdiction of the courts of that State.

23.8 Counterparts

     This agreement may be executed in more than one
     counterpart, each of which when executed by all the
     parties and delivered is deemed to be an original.

23.9 Variation

     No part of this agreement may be amended or modified
     unless reduced to writing making specific reference to
     this clause and signed by the parties hereto or their
     authorised representatives.

23.10     Entire agreement

     This agreement sets forth the entire agreement and
     understanding between the parties hereto with respect to
     the subject matter hereof and supercedes all prior
     agreements, understandings and representations.



EXECUTED by MACK VALVES PTY    )
LTD                            )
                               )

[Sgd]  Jane Chester               [Sgd]  Max Chester

Signature of director            Signature of director/company
                                 secretary
                                 (Please delete as applicable)
JANE CHESTER
                                MAX CHESTER
Name of director (print)          Name of director/company
                                secretary (print)


EXECUTED by MAXWELL INDUSTRIAL )
SALES PTY LTD                  )
                               )

[Sgd]  Jane Chester               [Sgd]  Max Chester

Signature of director            Signature of director/company
                                 secretary
                                 (Please delete as applicable)
JANE CHESTER
                                MAX CHESTER
Name of director (print)          Name of director/company
                                secretary (print)


SIGNED by MAXWELL CHARLES      )
CHESTER in the presence of     )
                               )
[Sgd]  Christopher Jeremy         [Sgd]  Max Chester
Gill
Signature of witness              Maxwell Charles Chester
CHRISTOPHER JEREMY GILL
Name of witness (print)

SIGNED by JANE FRANCES         )
CHESTER in the presence of     )
                               )
[Sgd]  Christopher Jeremy         [Sgd]  Jane Frances Chester
Gill
Signature of witness              Jane Frances Chester
CHRISTOPHER JEREMY GILL
Name of witness (print)


EXECUTED by GODDARD INDUSTRIES )
PTY LTD                        )
                               )

[Sgd]  Marc A. Daniel-Dreyfus    [Sgd]  Salvatore J. Vinciguerra

Signature of director            Signature of director/company
                                 secretary
                                 (Please delete as applicable)
MARK A. DANIEL-DREYFUS
                                 SALVATORE J VINCIGUERRA
Name of director (print)         Name of director/company
                                 secretary (print)


EXECUTED by GODDARD            )
INDUSTRIES, INC                )
                               )

[Sgd]  Salvatore J Vinciguerra   [Sgd]  Amy Alston

Signature of authorised          Signature of witness
representative

                                 AMY ALSTON
SALVATORE J VINCIGUERRA
Name of authorised               Name of witness(print)
representative (print)
[{"type": "8-K", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 56533}]
{"company-data": {"conformed-name": "GODDARD INDUSTRIES INC", "cik": "0000041980", "assigned-sic": "3490", "irs-number": "042268165", "state-of-incorporation": "MA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-02052", "film-number": "770963"}, "business-address": {"street1": "705 PLANTATION ST", "city": "WORCESTER", "state": "MA", "zip": "01605", "phone": "5088522435"}, "mail-address": {"street1": "P O BOX 165", "city": "WORCESTER", "state": "MA", "zip": "01613-0765"}}
SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549

                           Form 8-K

       Current Report Pursuant to Section 13 or 15(d) of
              the Securities Exchange Act of 1934

Date of Report  (Date of earliest event reported)  November 1,
                             2000

                   Goddard Industries, Inc.
 .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .
        .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .
    (Exact Name of Registrant as Specified in Its Charter)

     Massachusetts        0-2052              04-2268165
 .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .
 .  .  .  .  .   .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .
 .  .  .  .  .  .  .  .  .  .  .  .  .  .
  (State or Other        (Commission         (I.R.S. Employer
     Jurisdiction        File Number)        Identification
No.)
of Incorporation)

705 Plantation Street, Worcester, Massachusetts   01605
 .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .
 .  .  .  .  .   .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .
 .  .  .  .  .  .  .  .  .  .  .  .  .  .
     (Address of Principal Executive Offices)     (Zip Code)

                                          (508) 852-2435
Registrant's telephone number, including area code  .  .  .  .
 .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .
 .  .  .

 .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .
 .  .  .  .  .  .  . .  .  .  .  .  .  .  .  .  .  .  .  .  .
 .  .  .  .  .  .  .  .  .  .  .  .  .  . .
     (Former Name or Former Address, If Changed Since Last
Report)

Item 2.   Acquisition

      On  November  1, 2000, Goddard Industries,  Inc.  (  the
"Registrant")   acquired  through  one  of  its   subsidiaries
substantially  all of the assets and assumed  certain  of  the
liabilities  of  Mack Valves Pty Ltd. of Melbourne,  Australia
("Mack  Valves")  for  a  cash purchase  price  of  $6,921,000
Australian.  The purchase price is subject to adjustment after
the  completion  of  a post-closing review  of  the  purchased
assets.   The  assets purchased from Mack Valves included  its
fixed  assets,  intellectual property,  usable  inventory  and
accounts  receivable.   The Registrant  and  its  subsidiaries
funded  the  acquisition  through  secured  credit  facilities
furnished  by  Fleet  National Bank and by National  Australia
Bank Limited.

     The Registrant and its subsidiaries manufacture cryogenic
valves  used  primarily  by  the  industrial  gas  industries,
including   atmospheric  gases,  LNG,  liquid   hydrogen   and
specialty  gases  used  in  semiconductor  manufacture.   Mack
Valves  manufactures a range of cryogenic valves complementary
to  those  of  the  Registrant, as well as  a  wide  range  of
industrial  valves  for  specialized areas  of  industry.  The
Registrant  intends  to  continue  to  use  these  assets   in
connection with its conduct of the business.

     The terms of the transaction are more fully described  in
the  Sale of Business Agreement, dated as of November 1, 2000,
among  an indirect subsidiary of the Registrant, Mack  Valves,
Maxwell Industrial Sales Pty Ltd., Maxwell Charles Chester and
Jane Frances Chester, filed as an exhibit herewith.

      There  was  no prior material relationship  between  the
Registrant  or  any of its affiliates and  the  sellers.   The
terms   of  the  transaction  were  a  result  of  arms-length
negotiations  between representatives of Mack Valves  and  the
Registrant.

Item 7.   Financial Statements and Exhibits

     (a)  Financial Statements.
          The  required financial statements are not  included
          in  this Report.  The Registrant intends to file the
          required financial statements not later than 60 days
          following the date of this Report.

     (b)  Exhibits.

          Exhibit No.          Description of Exhibit

               1         Form of Sale of Business Agreement *

(*) Confidential treatment requested for certain portions of
this document.

                          SIGNATURES

      Pursuant to the requirements of the Securities  Exchange
Act of 1934, the Registrant has duly caused this report to  be
signed  on  its  behalf  by  the  undersigned  hereunto   duly
authorized.

                           GODDARD INDUSTRIES, INC.

Date:  November 15, 2000   By:
                               /s/ Salvatore J. Vinciguerra

                              --------------------------------
----
                                 Salvatore   J.   Vinciguerra,
President

                         EXHIBIT INDEX

EXHIBIT NO.      DESCRIPTION OF EXHIBIT

     1         Form of Sale of Business Agreement *

(*) Confidential treatment requested for certain portions of
this document.

SALE OF BUSINESS AGREEMENT

THIS AGREEMENT is made the       1st       day of November,
2000.

PARTIES

BETWEEN:   MACK VALVES PTY LTD ACN 004 274 499 of 30 Burgess
           Road, Bayswater North in the State of Victoria
           (the 'Vendor')

AND:       MAXWELL INDUSTRIAL SALES PTY LTD ACN 005 552 983
           of 92 Mont Albert Road, Canterbury, Victoria 3126
           and MAXWELL CHARLES CHESTER and JANE FRANCES
           CHESTER both of 92 Mont Albert Road, Canterbury,
           Victoria 3126 ('Warrantors')

AND:       GODDARD INDUSTRIES PTY LTD ACN 094 830 145 of
           Level 23, 525 Collins Street, Melbourne, Victoria
           3000 (the 'Purchaser')

AND:       GODDARD INDUSTRIES, INC. of 705 Plantation Street,
           Worcester, Massachusetts, the United States of
           America ('Goddard')

RECITALS

A.   The Vendor conducts the Business and is the beneficial
     owner of the Assets.

B.   The Vendor has agreed to sell and the Purchaser has
     agreed to purchase the Assets and assume certain
     Liabilities on the terms and conditions contained in
     this agreement.

C.   The Warrantors acknowledge giving the warranties,
     covenants, undertakings and indemnities in this agreement in
     consideration for, and as an inducement to, the Purchaser
     entering into this agreement.

D.   Goddard acknowledges giving the guarantee and indemnity
     in this agreement in consideration for, and as inducement to,
     the Vendor entering into this agreement.

THE PARTIES AGREE THAT:-

1.   INTERPRETATION

1.1  Definitions

     In this agreement, unless the subject or the context
     otherwise requires:-

     'Accepted Liabilities' means those liabilities set out
     in Schedule 1;

     'Accounts Date' means 28 February 2000;

     'Adjusted Accounts' means the balance sheet and profit
     and loss statement of the Business for the 3 month
     period ending on the date of this agreement;

     'Adjusted Purchase Price' has the meaning set out in
     clause 3.3 ;

     'Assets' includes without limitation:

     (a)  Goodwill;

     (b)  Plant and Equipment;

     (c)  Intellectual Property;

     (d)  Stock;

     (e)  the Business Contracts;

     (f)  the Chattel Leases;

     (g)  Book Debts;

     (g)  the Property Leases; and

     (h)  all other property and assets of the Vendor used in the
         Business except the Excluded Assets;

     'Bayswater Lease' means the lease set out in Schedule 2;

     'Book Debts' means the trade and other receivables owing
     to the Vendor in respect of the Business;

     'Business' means the business of designing,
     manufacturing and supplying valves and related equipment
     conducted by the Vendor under the Business Names from
     the Site using the Assets;

     'Business Contracts' means all agreements, arrangements,
     understandings and orders entered into, made or accepted
     by or on behalf of the Vendor in the conduct of the
     Business that are not fully performed at the Completion
     Date (other than the Property Leases, the Chattel Leases
     and any Intellectual Property Licences);

     'Business Day' means a day on which banks are open for
     business in Melbourne, Victoria other than a Saturday or
     Sunday, unless otherwise provided;

     'Business Names' has the meaning set out in Schedule 3;

     'Chattel Leases' means the lease and/or hire purchase
     agreements set out in Schedule 4;

     'Claim' means any claim, notice, demand, action,
     proceeding, litigation, investigation or judgment
     whether based in contract, tort, statute or otherwise;

     'Completion' means completion of the sale and purchase
     of the Assets contemplated in this agreement;

     'Completion Accounts' means audited financial statements
     of the Business, prepared in accordance with GAAP, as at
     the Completion Date;

     'Completion Date' has the meaning set out in clause 7;

     'Contaminant' means a solid, liquid or gaseous
     substance, odour, heat, sound, vibration or radiation
     which is or may be:

     (a)  noxious or poisonous or offensive to the senses of
     human beings;

            (b)        harmful or potentially harmful to the
           health, welfare, safety or property of human
           beings; and

     (c)  poisonous, harmful, or potentially harmful to
     animals or plants; or

     (d)  detrimental to any beneficial use made of the
     Environment;

     'Disclosure Material' means all written information
     provided by the Vendor to the Purchaser prior to the
     date of this agreement;

     'Employees' means all the persons employed by the Vendor
     in the conduct of the Business at Completion, including
     those persons listed in Schedule 5 who are employees of
     the Vendor at Completion;

     'Encumbrance' means any mortgage, lien, charge, pledge,
     claim or other encumbrance;

     'Environment' means the physical factors of the
     surrounds of human beings including the land, waters,
     atmosphere, climate, sound, odours, place, the
     biological factors of animals and plants and the social
     factors of aesthetics;

     'Environmental Authorisation' means any authorisation,
     approval, permit, licence or authority required by any
     Environmental Law;

     'Environmental Law' means a law regulating or otherwise
     relating to the Environment including, without
     limitation, land use, planning, pollution of the
     atmosphere, water or land waste, the storage and
     handling of chemicals, Hazardous Substances, or any
     other aspect of protection of the Environment;

     'Excluded Assets'

     'Financial Year' means the 12 month period ending on the
     Saturday closest to the last day of September of each
     year, or if the Purchaser is unable to adopt that period
     as its year of income for tax income purposes, the 12
     month period ending 30 September of each year;

     'GAAP' means Generally Accepted Accounting Principles in
     Australia as determined by the Australian Accounting
     Standard Board, and to the extent that any matter is not
     covered by the Generally Accepted Accounting Principles,
     the Australian Accounting Standards (generally accepted
     accounting principles in Australia), consistently
     applied;

     'Goodwill' means the goodwill of the Business including,
     but not limited to:

     (a)  Records;

     (b)        the exclusive right to carry on the Business at
           the Site in succession to the Vendor under the Business Names;

     'GST' and 'GST Act' means A New Tax System (Goods and
     Services Tax) Act 1999 (Cth);

     'Hazardous Substance' means any substance which is, or
     may be, hazardous, toxic, dangerous or polluting or
     which is regulated by any Environmental Law;

     'Incentive Year' means the first 12 calendar months
     following the Completion Date and after that each full
     12 month Financial Year of the Purchaser;

     'Independent Accountant' means a person appointed
     jointly by the Vendor and the Purchaser or if they do
     not agree on the person to be appointed within 7 days of
     either party requesting appointment, a chartered
     accountant appointed by the President of the Australian
     Institute of Chartered Accountants Australia at the
     request of either the Vendor or the Purchaser;

     'Intellectual Property' means all intellectual property
     and proprietary rights (whether registered or
     unregistered) owned by the Vendor in the conduct of the
     Business including:

     as set out in Schedule 3;

     'Intellectual Property Licences' means all agreements
     under which the Vendor has the right to use, but not
     ownership of, intellectual property used in connection
     with the Business, details of which are set out in
     Schedule 3;

     'Leave Adjustment' means amounts (accrued but unpaid or
     pro-rata or both) at the Completion Date:

     'Liabilities' means all liabilities, losses, damages,
     outgoings, costs and expenses of the Business other than
     Accepted Liabilities;

     'Management Accounts' means the balance sheet and the
     profit and loss statement of the Vendor as at the
     Accounts Date as set out in Schedule 10 [sgd] Salvatore
     Vinciguerra for Goddard Industries Inc, Marc Andre
     Daniel-Dreyfus for Goddard Industries Pty Ltd, Maxwell
     Charles Chester in his own capacity and for Maxwell
     Industrial Sales Pty Ltd and Mack Valves Pty Ltd, and
     Jane Frances Chester together with the notes relating to
     those accounts;

     'Management Services Deed' means the deed set out in
     Schedule 6;

     'Motor Vehicles' means the motor vehicles listed in
     Schedule 7;

     'Net Worth' means the balance sheet value of the Assets
     less liabilities:

     (a)  less the balance sheet value (gross cost less
           depreciation and amortization) of the land and building at the
           Premises and improvements, and

(b)  less the amount of the net deferred tax benefit asset on
the balance sheet not attributable to accrued annual leave,
accrued long service leave and warranties,
     as reported in the Management Accounts, Adjustment
     Accounts and Completion Accounts (as applicable);

     'Non Qualified Stock Options' means options, that are
     not intended to comply as incentive stock options under
     Section 422 of the Internal Revenue Code 1986 of the
     United States of America (as amended from time to time),
     to purchase shares in the capital of Goddard Industries,
     Inc.;

     'Person' means a natural person, corporation,
     partnership, trust, estate, joint venture, sole
     proprietorship, government or governmental subdivision
     or agency, association, co-operative and any other legal
     or commercial entity or undertaking;

     'Plant and Equipment' means all fixed plant, equipment,
     Motor Vehicles, machinery, spare parts, furniture,
     fittings and other assets, fittings or chattels owned by
     the Vendor and used in the conduct of the Business as at
     the Completion Date including those items listed in
     Schedule 7;

     'Premises' means the premises at 30 Burgess Road,
     Bayswater, Victoria;

     'Property Leases' means the property lease for each
     Site;

     'Purchase Price' has the meaning set out in clause 2,
     subject to adjustments made in accordance with this
     agreement;

     'Records' means all original or copy records, sales
     brochures and catalogues, lists of customers, documents,
     books, files, accounts, plans and correspondence
     belonging to or used by the Vendor in the conduct of the
     Business other than corporate accounting and statutory
     records;

     'Related Entity' has the meaning ascribed to that term
     in the Corporations Law;

     'Revenue' means the sales revenue of the Business (net
     of discounts) as determined in accordance with GAAP;

     'Site' means the Premises and the property leased by the
     Vendor at:

     (a)  unit 2/ 129 Robinson Road, Geebung, Queensland 4034;

     (b)  unit 8/ 12 Tarlington Place, Smithfield, New South Wales
           2164;

(c)  unit 2/ 45 McCoy Street, Myaree, Western Australia 6154;
and
(d)  204 Prospect Road, Prospect, South Australia 5082;
     'Stock' means:-

     (a)  full inventory of completed stock on hand;

     (b)        full inventory of component parts;

(c)       all stock in the course of manufacture; and
(d)       all other raw materials and trading stock owned by
the Vendor;
     in the possession of the Vendor, or in transit and goods
     ordered by and paid for by the Vendor prior to
     Completion but not received by Completion other than
     excessive, unsaleable, redundant or obsolete items;

     'Systems' means all manufacturing, engineering, design
     and accounting systems (including all accounting,
     invoicing, debt control, credit control, debt
     collection, computer records, software and all ancillary
     data systems) other than corporate accounting and
     statutory records used in the conduct of the Business
     and owned or licensed by the Vendor;

     'Trade Marks' means the registered and unregistered
     trade marks used by the Vendor in the Business set out
     in Schedule 3 and all associated goodwill;

     'Transferring Employees' means the Employees who accept
     the Purchaser's offer of employment referred to in
     clause 14.1; and

     'Warranties' means each of the representations and
     warranties listed in Schedule 8 and elsewhere in this
     agreement.

1.2  Construction

     In this agreement, unless the subject or context
     otherwise requires:

     (a)  words importing the singular include the plural and vice
           versa;

     (b)  words importing one gender include the other gender and
           references to persons include corporations and vice versa;

(c)  a reference to any party or other person includes that
person's successors and permitted assigns;
(d)  a reference to a statute, ordinance or other legislation
includes any amendment, replacement or re-enactment thereof
for the time being in force and includes all regulations, by-
laws and statutory instruments made thereunder;
(e)  a reference to this or any other document includes a
reference to that document as amended, supplemented, novated
or replaced from time to time;
(f)  a reference to a recital, clause or schedule is a
reference to a recital, clause or schedule of this agreement;
(g)  a reference to writing includes all means of reproducing
words in a tangible and permanently visible form;
(h)  a reference to time is a reference to time in the State
of Victoria;
(i)  where a party comprises two or more persons any agreement
or obligation to be performed or observed by that party binds
those persons jointly and each of them severally, and a
reference to that party is deemed to include a reference to
any one or more of those persons;
(j)  the headings in this agreement are not to affect its
interpretation;
(k)  the recitals and the schedules form part of this
agreement; and
(l)  other than as expressed in clause 8.2(a)(iii), all dollar
values are expressed in Australian dollars.
2.   AGREEMENT TO SELL AND BUY THE BUSINESS

2.1  The Vendor as legal and beneficial owner agrees to sell
     to the Purchaser and the Purchaser agrees to purchase from the
     Vendor the Assets:

     (a)  free from any Encumbrance;

     (b)  for the Purchase Price; and

(c)  with effect from Completion.
2.2  The Purchase Price for the Assets is $6,672,000:

     to be paid in accordance with clause 7.

2.3  The Purchase Price is apportioned in accordance with the
     Completion Accounts and all items of Plant and Equipment and
     Motor Vehicles shall have been sold and purchased at the
     depreciated value as set out in Schedule 9.

2.4  The Purchaser will pay the Purchase Price to the Vendor
or as the Vendor otherwise directs on Completion, by bank
cheque, telegraphic transfer to an account nominated by the
Vendor or otherwise in cleared funds.
2A   GUARANTEE AND INDEMNITY

2A.1 The Vendor and the Warrantors guarantee to, and indemnify
     and will keep indemnified, the Purchaser from:

     (a)  all Liabilities which the Purchaser suffers or incurs by
           reason of:

           (i)  any of the Warranties being untrue or inaccurate in any
                 respect;

(ii) any other covenant or representation of the Vendor and or
the Warrantors in this agreement being untrue or inaccurate in
any respect; or
(iii)     any failure by the Vendor and or the Warrantors to
fulfil their obligations under this agreement;
     (b)  all Claims made by any third party in relation to:

           (i)  a matter which constitutes, or in circumstances that
                 constitute, a breach of any of the Warranties, any other
                 covenant or representation of the Vendor in this agreement; or

(ii) any failure by the Vendor and or the Warrantors to fulfil
their obligations under this agreement.
2A.2 The parties agree that the obligations of Maxwell
     Charles Chester and Jane Frances Chester under this
     clause 2A shall only continue for a period of 5 years
     commencing from the Completion Date.

2A.3 Goddard guarantees to, and indemnifies and will keep
     indemnified, the Vendor from:

     (a)  all Liabilities which the Vendor suffers or incurs by
           reason of a failure by the Purchaser to fulfil its obligations
           under this agreement;

     (b)  all Claims made by any third party in relation to any
           failure by the Purchaser to fulfil its obligations under this
           agreement.

3.   PURCHASE PRICE ADJUSTMENTS

3.1  Preparation of Adjusted Accounts

     Immediately on execution of this agreement, Vendor will
     deliver to the Purchaser the Adjusted Accounts as at 30
     September 2000.

3.2  Principles for Preparation of Adjustment Accounts

     The Adjustment Accounts referred to in clause 3.1 must
     be prepared on a basis consistent with the Management
     Accounts.

3.3  Adjusted Purchase Price

     The Adjusted Purchase Price is the Purchase Price plus
     the increase, or minus the decrease, in the Net Worth of
     the Adjusted Accounts compared to the Net Worth of the
     Management Accounts.

3.4  The Purchaser must pay the Adjusted Purchase Price on the
     Completion Date in accordance with clause 7.

3.5  Preparation of Completion Accounts
     No later than 30 days from the Completion Date the
     Vendor will deliver the Completion Accounts to the
     Purchaser

3.6  Calculation of Final Adjusted Purchase Price after
     Completion

     (a)  The 'Final Adjusted Purchase Price after Completion' is
           the Purchase Price plus the increase, or minus the decrease,
           in the Net Worth of the Completion Accounts compared to the
           Net Worth of Management Accounts.

     (b)  If the Final Adjusted Purchase Price after Completion
           Date calculated from the Completion Accounts:

           (i)  is less than the Adjusted Purchase Price calculated from
                 the Adjusted Accounts, the Vendor must pay to the Purchaser
                 the difference in cleared funds within 10 days of receiving
                 written demand;

(ii) is greater than the Adjusted Purchase Price calculated
from the Adjusted Accounts, the Purchaser must pay to the
Vendor the difference in cleared funds within 10 days of
receiving written demand.
3.7  Dispute

     (a)  If the Vendor and the Purchaser cannot resolve any
           dispute arising in relation to this clause 3 then that dispute
           must promptly be submitted for determination to the
           Independent Accountant who will determine the matter in
           dispute having regard to the principles set out in this
           clause.

     (b)  The Independent Accountant will make his determination no
           later than 20 days after his/ her appointment.

(c)  The Independent Accountant will determine absolutely the
procedures for settlement of the dispute.
(d)  The Independent Accountant will act as an expert and not
as an arbitrator and the decision of the Independent
Accountant will be final and binding on the parties in the
absence of manifest error.  The cost of such determination by
the Independent Accountant is to be borne by the parties in
accordance with the Independent Accountant's determination.
(e)  If the Net Worth adjustment in respect of the Completion
Accounts under clause 3.7 is in dispute:
           (i)  pending the decision of the Independent Accountant, the
                 Purchase Price will be deemed to be the undisputed portion of
                 the Purchase Price;

(ii) the Purchase Price will be modified according to the
Independent Accountant's decision in respect of the Net Worth
adjustment in the Adjusted Accounts; and
(iii)     the parties agree to pay any outstanding amount of
the Purchaser Price to the other party, as determined by the
Independent Accountant under clause 3.7(e)(ii), within 10 days
of receiving written notice of the Independent Accountant's
decision.
4.   TRADING RESPONSIBILITIES

4.1  Income and profits

     All income, profits and benefits of the Business:

     (a)  up to and including Completion, belong to the Vendor; and

     (b)  after Completion, belong to the Purchaser.

4.2  Liabilities

     (a)  The Purchaser accepts the Accepted Liabilities from the
           Completion Date.

     (b)  All Liabilities of the Business created after the
           Completion Date are the responsibility of the Purchaser and
           the Purchaser indemnifies, and keeps indemnified, the Vendor
           from and against those Liabilities.

(c)  All Liabilities of the Business, other than Accepted
Liabilities up to and including Completion, are the
responsibility of the Vendor and the Vendor indemnifies, and
keeps indemnified, the Purchaser from and against those
Liabilities.
5.   ACCESS TO BUSINESS AND RECORDS

5.1  Purchaser's right to access

     The Vendor must facilitate and ensure that the
     Purchaser, its agents, representatives, accountants and
     solicitors are authorised and provided with access to
     the Site, the Records and the Employees at all
     reasonable times before the Completion Date to enable
     the Purchaser to become familiar with the conduct of the
     Business and to conduct such due diligence
     investigations as the Purchaser requires.

5.2  Purchaser's right to copy material

     In exercise of the rights granted to the Purchaser under
     clause 5.1, the Purchaser may, at its cost, make copies
     of the material examined.

6.   CONTINUITY OF BUSINESS

     The Vendor must prior to Completion:

     (a)  carry on the Business in the usual and ordinary course;
           and

     (b)  not do anything which may damage the Goodwill.

7.   COMPLETION

7.1  Completion must take place no later than 10 Business Days
     after the date of this agreement ('Completion Date').

7.2  At Completion the Vendor agrees to:
     (a)  provide the Purchaser with possession of the Business;

     (b)  deliver to the Purchaser:

           (i)  possession and control of the Assets including duly
                 executed transfers required to vest the Assets in the
                 Purchaser;

(ii) certificates or other evidence of title to the Assets;
(iii)     stamped original Business Contracts, evidence of the
other parties' consents to the assignment of the Business
Contracts (if available) and duly executed assignments of
those contracts;
(iv) stamped original Chattel Leases, evidence of the lessors'
consents to the transfers of the Chattel Leases (if available)
and duly executed assignments of those leases;
(v)  certificates of registration and duly executed
assignments of the Intellectual Property (in registrable form
if required to record a change of ownership);
(vi) certificates of registration and duly executed notices of
disposition in respect of the Motor Vehicles;
(vii)     stamped original Property Leases, evidence of the
lessor's consent to the assignment of the Property Leases and
an executed assignment of the Property Leases;
(viii)    counterpart of the Bayswater Lease executed by the
Vendor;
(ix) the Records, except that the Vendor may maintain any
document required by law to be held by the Vendor and deliver
copies of those retained documents to the Purchaser;
(x)  a list of the Book Debts (including the name, address and
amount owed for each debtor);
(xi) a deed of release from the National Australia Bank
Limited ACN 004 044 937, the Vendor's mortgagee;
(xii)     evidence that the Vendor has changed its name so
that it no longer includes the words 'Mack' or 'Mack Valves'
or anything deceptively similar;
(xiii)    certificates of registration and executed transfers,
consents and any other document, required to transfer
ownership in all internet domain names, World Wide Web URL's
or addresses, and electronic mail addresses;
(xiv)     a copy of the Management Services Deed; and
(xv) any other document or thing reasonably necessary to give
full effect to this agreement as it relates to the Vendor,
           provided that the Purchaser is to preserve and
           make available as and when reasonably required by
           the Vendor all electronic and hard copy records
           which the Vendor may at any time in the future
           require to satisfy any enquiry of the Australian
           Taxation Office or any other governmental or
           statutory authority.

     (c)        deliver those Assets hereby sold capable of
           transfer by delivery and permit the Purchaser to take
           possession of such Assets, the leased chattels set out in
           Schedule 4 and the Premises;

(d)       assist the Purchaser with the necessary forms and
consents to enable the utility services provided to the
Business, including those telephone, facsimile and other
communication services (with the benefit of the same numbers)
requested by the Purchaser, to be transferred to the Purchaser
with effect from the Completion Date without interruption of
those services; and
(e)       fully co-operate with the Purchaser and assist the
Purchaser in relation to the handover of the Business.
7.3  At Completion the Purchaser agrees to pay the Purchase
     Price to the Vendor.

7.4  On the Completion Date property in the Business and the
Assets will pass to the Purchaser. Until the Completion Date
property in the Business and the Assets shall be at the risk
of the Vendor.
8.   PURCHASE PRICE INCENTIVE PAYMENTS

8.1  The Purchaser agrees to pay to the Vendor the following
     purchase price incentive payments on the terms and conditions
     set out in this clause 8 ('Incentive Payments').

9.   MOTOR VEHICLES

9.1  Vendor's cost

     The Vendor must, at its cost, prepare any notice of
     disposal and obtain a road worthy certificate, not less
     than 10 days prior to Completion Date, in relation to
     any Motor Vehicle sold under this agreement.

9.2  Purchaser's cost

     The Purchaser must:

     (a)  at its cost, prepare and lodge any notice of acquisition
           or other documents required to be lodged under the relevant
           motor vehicle legislation; and

     (b)  pay all duties payable with respect to the transfer of
           ownership of any Motor Vehicle under this agreement.

10.  COMPANY AND BUSINESS NAMES AND OTHER TRANSFERS

10.1 The Vendor will do all such acts and things and execute
     all such documents (which shall be in a form acceptable to the
     Purchaser) as may be necessary or desirable to be done or
     executed in order to:

11.  LEASE OF PREMISES

11.1 The Vendor shall grant to the Purchaser, and the
     Purchaser shall take from the Vendor, a lease of the Premises
     in the form set out in Schedule 2 ('Bayswater Lease').

11.2 The Vendor shall assign to the Purchaser all of its
interest as lessee of the Property Leases (other than the
Premises). The Vendor shall obtain the consent of each
respective owner of the Sites and the Purchaser undertakes
that as and from the Completion Date, it shall assume and
perform and observe the obligations of the Vendor contained in
the Property Leases and from the Completion Date shall
indemnify and keep indemnified the Vendor against all claims
and demands of any nature in respect of the  Property Leases
arising on or after the Completion Date.
12.  CHATTEL LEASES AND HIRE PURCHASE AGREEMENTS

12.1 The Vendor shall assign to the Purchaser all of its
     interest as hirer or lessee in the Chattel Leases and the full
     benefit of the Chattel Leases.

12.2 The Vendor shall obtain the consent of the owner or
lessor of each of the Chattel Leases.
12.3 The Purchaser undertakes that as from the Completion Date
it shall assume and perform and observe the obligations of the
Vendor contained in the Chattel Leases and from the Completion
Date shall indemnify and keep indemnified the Vendor against
all claims and demands of any nature in respect of any of the
Chattel Leases arising on or after the Completion Date.
13.  VENDOR'S COVENANTS

13.1 The Vendor hereby represents and warrants to the
     Purchaser that:

     (a)  as from the date of this agreement until the Completion
           Date the Vendor shall carry on the Business in the usual and
           ordinary course and not do anything to damage the Goodwill.

     (b)        the Assets, other than any Plant and Equipment
           which is the subject of any of the Chattel Leases, will not at
           the Completion Date be subject to any Encumbrance and the
           Vendor has or will have on the Completion Date legal and
           beneficial title to all of the Assets to be sold;

     (c)        the Vendor will not at any time after the date of
           this agreement do or suffer to be done any act, matter or
           thing whereby the Purchaser may be interfered with,
           interrupted or injured in any way in its conduct of the
           Business except to the extent that the Vendor is seeking
           redress against any default by the Purchaser of its
           obligations under this agreement;

(d)       there is no litigation or prosecution pending nor
any threatened against the Vendor or in respect of the Assets,
orders, unfulfilled Business Contracts, Goodwill or other
assets hereby sold which has not been disclosed in writing by
the Vendor to the Purchaser prior to the date of this
agreement;
(e)       the Vendor shall pay, settle and discharge all debts
and liabilities incurred as and when due by it in connection
with the Business up to and including the Completion Date and
the Vendor shall indemnify and keep the Purchaser indemnified
from and against all claims in respect of any such debts and
liabilities;
(f)       the Chattel Leases are valid and subsisting and the
Vendor is not and will not be at the Completion Date in breach
of any of the terms, conditions, and provisons contained in
those agreements;
(g)       the Plant and Equipment sold will be in
substantially the same state and condition (fair wear and tear
excepted) at the Completion Date as at the date of this
agreement;
(h)       the Vendor will carry out repairs and maintenance to
the chattels, the Plant and Equipment the subject of the
Chattel Leases and any other Plant and Equipment on the Sites
in accordance with good commercial practice and standards of
maintenance and as required where relevant under the Chattel
Leases and the Property Leases;
(i)       until the Completion Date the Vendor will not other
than in the normal course of Business replace or enter any
contract to replace any items of Plant and Equipment used in
the Business without the prior written consent of the
Purchaser.
14.  EMPLOYEES

14.1 Offer letters

     On or before the Completion Date, the Vendor and the
     Purchaser must jointly issue to each Employee a letter
     under which the Purchaser offers to employ that Employee
     as and from Completion on terms identical to the terms
     of employment existing at the date of this agreement
     between the Vendor and that Employee.

14.2 Vendor's obligations

     The Vendor must on the Completion Date:

     (a)  pay to each Employee all accrued wages, salary,
           commissions and bonuses in respect of that Employee's contract
           of employment with the Vendor;

     (b)  release each Transferring Employee from his or her
           employment with the Vendor;

(c)  ensure that all employer superannuation contributions due
to be made by the Vendor on or before the Completion Date in
respect of each Transferring Employee have been made; and
(d)  allow to the Purchaser, as a deduction from the Purchase
Price, the Leave Adjustment.
14.3 Purchaser's obligations

     From the date after the Completion Date the Purchaser
     will:

     (a)  be responsible for and will indemnify the Vendor for all
           wages, salary, commissions and bonuses which accrue to
           Transferring Employees after the Completion Date;

     (b)  allow to each Transferring Employee an entitlement to
           sick leave which includes sick leave entitlements that had
           accrued to that Employee as an employee of the Vendor but were
           untaken at the Completion Date; and

(c)  treat the period of service (including any period of
service deemed by award, statute or contract) which each
Transferring Employee had with the Vendor as service with the
Purchaser.
15.  SUPERANNUATION

     Where any Transferring Employee is a member of the
     Superannuation Trust of Australia or is a member of the
     MLC Superannuation Fund ('Fund'):

     (a)  the Vendor must, as soon as reasonably practicable, use
           its best endeavours to procure that the trustee of the Fund
           agrees to the Purchaser becoming a participating employer in
           the Fund.

16.  DEFAULT

16.1 In addition to the other rights and remedies available to
     the Vendor at law or in equity if the Purchaser makes default
     in payment of any sum of money due under this agreement or in
     the performance or observance of any of the terms or
     conditions of this agreement ('Owed Amount'):

     (a)  interest at the rate of 12.5% per annum computed on the
           Owed Amount during the period of default shall be paid on
           demand by the Purchaser to the Vendor and without prejudice to
           the Vendor's rights under clause 16.1(b);

     (b)  the whole of the Owed Amount shall at the option of the
           Vendor and without prejudice to any other rights of the Vendor
           become immediately due and recoverable.

16.2 Time shall be the essence of this agreement save that the
     Vendor shall not be entitled to exercise any right referred to
     in clauses 16.1(a) and 16.1(b) unless and until the Vendor
     serves on the Purchaser a notice in writing specifying the
     default and stating the Vendor's intention to exercise such
     rights and remedies unless the default is remedied within a
     period of not less than ten (10) clear days from the date of
     service of such notice and the Purchaser fails within such
     period to remedy such default.

17.  RESTRAINT

17.1 In consideration of the Purchaser entering into this
     agreement, and the Purchaser agreeing, at the Vendor's
     request, to enter into the Management Services Deed for a
     minimum fixed period of three years commencing on the
     Completion Date, the Vendor covenants with the Purchaser that
     it will not, and will procure that each of its Related
     Entities will not, without the prior consent in writing of the
     Purchaser (which consent may be withheld by the Purchaser at
     its absolute and unfettered discretion) during the Restraint
     Period:

           (i)  manufacture, sell or offer for sale or in any way be
                 concerned or associated with equipment or any other accessory
                 equipment which is, or is similar to that, currently
                 manufactured or offered for sale by the Vendor whether alone
                 or in association with or in partnership with or as a
                 shareholder or unitholder in or member of any, firm,
                 corporation, trust or association provided that the Vendor
                 shall not be prohibited by this clause from holding shares in
                 a company listed on any stock exchange in Australia which
                 shares total in number and value less than 5% of the issued
                 capital of a company conducting any business activity that
                 competes with the Purchaser or conflicts with the Vendor's
                 obligations under this clause 17.1;

(ii) solicit, canvass, induce or encourage any person who at
any time during the six month period ending on the Completion
Date was an Employee or agent of the Vendor to leave the
employment or agency of the Purchaser;
(iii)     solicit, canvass, approach or accept any approach
from any person who was at any time during the six month
period ending on the Completion Date a customer of the Vendor
with a view to obtaining the custom of any such person in a
business which is the same or similar to the Business; or
(iv) interfere with the relationship between the Purchaser and
its clients, employees or suppliers.
17.2 For the purposes of clause 17.1, 'Restraint Period' means
     each of the following periods of time separately:

17.3 This clause 17 has effect as separate and independent
covenants and restraints consisting of each separate covenant
and restraint set out in clauses 17.1 and 17.2 and is
cumulative in effect.  If any of those covenants and
restraints is or becomes invalid or becomes unenforceable for
any reason, that will not affect the validity or
enforceability of the others.
18.  NOTICE TO CUSTOMERS AND SUPPLIERS

     On or about the Completion Date the Vendor and the
     Purchaser must send to each of the customers and
     suppliers of the Business a letter in a form acceptable
     to the Purchaser announcing the sale of the Business.
     Save as aforesaid, no public announcement of the sale
     and purchase of the business shall be made otherwise
     than in a joint announcement in a form approved by the
     Vendor and the Purchaser.

19.  SERVICE CONTRACT

     The Vendor agrees to provide management services to the
     Purchaser in connection with the business on the terms
     and conditions set out in the Management Services Deed.

20.  WARRANTIES

20.1 Vendor warranties

     The Vendor and the Warrantors jointly and severally
     represent and warrant to the Purchaser that each of the
     Warranties is true and accurate and not misleading at
     the date of this agreement and on each day after the
     date of this agreement up to and including Completion.

20.2 Separate Promises

     Each Warranty is a separate representation and warranty,
     the interpretation of which is not limited or restricted
     by any other Warranty.

20.3 After Completion

     Each of the Warranties remains in full force and effect
     on and after Completion despite Completion.

20.4 Purchaser to give notice of Claim

     If any facts arise to the knowledge of the Purchaser
     which might give rise to a Claim under the Warranties,
     the Purchaser must promptly give written notice of the
     Claim to the Vendor setting out reasonable particulars
     of the Claim.

20.5 Payment for breach

     A payment made for a breach of any Warranty that:

     (a)  relates to one or more of the Assets, is to be treated as
           a reduction in the Purchase Price attributed to each relevant
           Asset; or

     (b)  does not relate to specific Assets, is to be treated as a
           reduction in the Purchase Price for all of the Assets on a pro
           rata basis.

20.6 Environmental Reports

     The parties acknowledge and agree that the Purchaser
     will at its expense authorise and cause to be conducted
     an environmental review of the Premises  ('Environmental
     Review') as soon as possible after the signing of this
     agreement with the following application:

     (a)  the Environmental Review will take the form of either an
           update of the environmental report previously prepared for the
           Premises ('Existing Report') or a new review depending on
           whether or not the Vendor procures the Existing Report to be
           provided not less than 7 days prior to the Completion Date;

     (b)  if the Environmental Review identifies remedial works
           required to ensure that the Premises complies with all
           Environmental Laws and/or the removal of any Contaminants or
           Hazardous Substances then the Vendor covenants at its expense
           to effect those remedial works as soon as possible after the
           delivery of the Environmental Review; and

(c)  the Vendor indemnifies and will keep indemnified the
Purchaser from any liability, costs and obligations with
respect to the compliance of the Premises with Environmental
Laws and Environmental Authorisations up to the Completion
Date.

21.  SUPPLY OF A GOING CONCERN

21.1 The Vendor and the Purchaser agree that the sale of the
     Assets and the supply by the Vendor of all other things
     under this agreement is the supply of a going concern
     for the purposes of section 38-325(1)(c) of the GST Act.

21.2 The Vendor warrants that it carries on, and will carry
     on, the Business until the day of the supply of the
     going concern under this agreement.

21.3 If the Vendor provides to the Purchaser a written
     determination issued by or on behalf of the Commissioner
     of Taxation stating that the sale of the Assets is
     considered to be taxable supply then clause 22 shall
     apply in respect of that supply.

22.  GST

22.1 Unless otherwise specified, any reference to an amount
     payable or consideration to be provided for a supply to
     be made by one party ('Supplier') to another party
     ('Recipient') under or in connection with this agreement
     (other than a supply referred to in clause 22.6) is a
     reference to that amount or consideration having been
     determined without provision for any GST payable by the
     Supplier on that supply ('GST Exclusive Consideration').

22.2 Subject to clause 22.3, the consideration payable for any
     taxable supply referred to in clause 22.1 shall be the GST
     Exclusive Consideration for that supply increased by an amount
     equal to the GST which the Supplier is or becomes liable to
     pay in respect of that taxable supply, so that the Supplier
     retains, after deducting the GST, the GST Exclusive
     Consideration.

22.3 Clause 22.2 shall not apply in respect of the sale or
     supply of the Assets and other things necessary for the
     conduct of the going concern unless the Vendor provides to the
     Purchaser a written determination as contemplated by clause
     21.3.

22.4 Subject to clause 22.5, any increase to the GST Exclusive
     Consideration payable for a taxable supply arising pursuant to
     clause 22.2 shall be payable at the same time and in the same
     manner as the GST Exclusive Consideration for the supply is
     due to be paid or provided.

22.5 If the consideration for the Assets (that is the Purchase
     Price) is increased pursuant to clause 22.2, the increase in
     that consideration shall be paid by the Purchaser to the
     Vendor no later than 21 days after the end of the tax period
     (for the Purchaser) in which Completion occurs.

22.6 To the extent that the consideration payable by one party
     ('Payer') to satisfy a claim or a right to a claim made by
     another party ('Releasor') under or in connection with this
     agreement (including a claim for breach of warranty or
     misrepresentation) is consideration:

     (a)  for a taxable supply made by the Releasor; and

     (b)  is calculated or determined without having regard to the
           liability of the Releasor to pay GST on that taxable supply
           (such consideration referred to as the 'GST Exclusive Release
           Amount'),

     then the consideration for that taxable supply shall be
     the GST Exclusive Release Amount increased by an amount
     equal to the GST which the Releasor is or becomes liable
     to pay on that release so that the Releasor retains,
     after deducting the GST, the GST Exclusive Release
     Amount.

22.7 Any increase to the consideration for a taxable supply
     arising pursuant to clause 22.6 shall be payable at the
     same time and in the same manner as the GST Exclusive
     Release Amount for the supply is due to be paid or
     provided.

22.8 The Supplier shall provide to the Recipient a tax
     invoice for each taxable supply it makes under or in
     connection with this agreement at or before the time
     when the consideration for that supply is due to be paid
     or provided.

22.9 If a payment to the Supplier under this agreement is a
     reimbursement or indemnification, calculated by
     reference to a loss, cost or expense incurred by the
     Supplier, then (before clause 22.2 or clause 22.6 is
     applied in respect of that payment) the payment will be
     reduced by the amount of the input tax credit to which
     the Supplier is entitled to for that loss, cost or
     expense.

22.10The Purchaser and the Vendor separately warrant that
     they are now and will be at Completion registered
     pursuant to Part 2-5 of GST Act.

22.11In clauses 21 and 22, the terms 'consideration', 'input
     tax credit', 'tax invoice', 'registered', 'GST',
     'supply', 'tax period' and 'taxable supply' have the
     meaning given to those terms in the A New Tax System
     (Goods and Services Tax) Act, 1999.

23.  MISCELLANEOUS

23.1 Further acts

     Each party agrees to do all things as may be necessary
     or desirable to give full effect to every part of this
     agreement if asked in writing by another party to do so.

23.2 Assignment

     Neither the rights nor the obligations of either party
     under this agreement may be assigned, transferred,
     subcontracted or otherwise disposed of, in whole or in
     part, without the prior written consent of the other
     parties.

23.3 Waiver

     No waiver by a party of any default in the strict and
     literal performance of or compliance with any provision,
     condition or requirement of this agreement is to be
     deemed to be a waiver of strict and literal performance
     of and compliance with any other provision, condition or
     requirement herein nor to be a waiver of or in any
     manner release a party from strict and literal
     performance of and compliance with any provision,
     condition or requirement in the future nor shall any
     delay or omission of any party to exercise any right
     hereunder in any manner impair the exercise of any such
     right accruing to such party thereafter.

23.4 Notice

     (a)  Any notice, demand or other communication ('notice') to
           be given or required to be made pursuant to this agreement is
           to be in writing and is to be given by post, facsimile or hand
           to a party at the party's address following:-

           (i)   Vendor

                 92 Mont Albert Road,
                 Canterbury, Victoria 3126

                 Purchaser

                 c/- Minter Ellison Lawyers
                 525 Collins Street,
                 Melbourne, Victoria 3000

           (ii) or at such other address or facsimile number as is
                 notified by one party to the other parties.

     (b)  A notice is deemed to be given or served:

           (i)  where sent by prepaid post on the second business day
                 following the day on which it was posted;

(ii) where transmitted by facsimile during normal business
hours on a Business Day on that day, or in any other case of
transmission by facsimile on the business day following the
day of transmission;
(iii)     where delivered by hand during normal business hours
on a Business Day on that day, or in any other case of hand
delivery to on the Business Day following the day of delivery.
23.5 Costs

     Each party is responsible for its own costs in relation
     to the preparation and execution of this agreement.  The
     Purchaser is to pay all stamp duties, costs and charges
     in respect of the stamping of this agreement and any
     other document giving effect to this agreement.

23.6 Provisions severable

     If any provision of this agreement is invalid, illegal
     or unenforceable in any respect the validity, legality
     and enforceability of the remaining provisions will not
     be affected and such invalid, illegal or unenforceable
     provision is to be severed from this agreement.

23.7 Governing law

     This agreement is governed by and construed in
     accordance with the laws of the State of Victoria,
     Australia and the parties irrevocably submit to the
     jurisdiction of the courts of that State.

23.8 Counterparts

     This agreement may be executed in more than one
     counterpart, each of which when executed by all the
     parties and delivered is deemed to be an original.

23.9 Variation

     No part of this agreement may be amended or modified
     unless reduced to writing making specific reference to
     this clause and signed by the parties hereto or their
     authorised representatives.

23.10     Entire agreement

     This agreement sets forth the entire agreement and
     understanding between the parties hereto with respect to
     the subject matter hereof and supercedes all prior
     agreements, understandings and representations.

EXECUTED by MACK VALVES PTY    )
LTD                            )
                               )

[Sgd]  Jane Chester               [Sgd]  Max Chester

Signature of director            Signature of director/company
                                 secretary
                                 (Please delete as applicable)
JANE CHESTER
                                MAX CHESTER
Name of director (print)          Name of director/company
                                secretary (print)

EXECUTED by MAXWELL INDUSTRIAL )
SALES PTY LTD                  )
                               )

[Sgd]  Jane Chester               [Sgd]  Max Chester

Signature of director            Signature of director/company
                                 secretary
                                 (Please delete as applicable)
JANE CHESTER
                                MAX CHESTER
Name of director (print)          Name of director/company
                                secretary (print)

SIGNED by MAXWELL CHARLES      )
CHESTER in the presence of     )
                               )
[Sgd]  Christopher Jeremy         [Sgd]  Max Chester
Gill
Signature of witness              Maxwell Charles Chester
CHRISTOPHER JEREMY GILL
Name of witness (print)

SIGNED by JANE FRANCES         )
CHESTER in the presence of     )
                               )
[Sgd]  Christopher Jeremy         [Sgd]  Jane Frances Chester
Gill
Signature of witness              Jane Frances Chester
CHRISTOPHER JEREMY GILL
Name of witness (print)

EXECUTED by GODDARD INDUSTRIES )
PTY LTD                        )
                               )

[Sgd]  Marc A. Daniel-Dreyfus    [Sgd]  Salvatore J. Vinciguerra

Signature of director            Signature of director/company
                                 secretary
                                 (Please delete as applicable)
MARK A. DANIEL-DREYFUS
                                 SALVATORE J VINCIGUERRA
Name of director (print)         Name of director/company
                                 secretary (print)

EXECUTED by GODDARD            )
INDUSTRIES, INC                )
                               )

[Sgd]  Salvatore J Vinciguerra   [Sgd]  Amy Alston

Signature of authorised          Signature of witness
representative

                                 AMY ALSTON
SALVATORE J VINCIGUERRA
Name of authorised               Name of witness(print)
representative (print)