Exhibit 10.1

December 10, 2004

Mr D.C. Roffey

Hogeweg 41h

1098 BX Amsterdam, The Netherlands

Dear Mr Roffey:

Liquidation of Metron Technology N.V. (to be renamed Nortem N.V.)

The purpose of this letter is to confirm the terms and conditions under which we would like to engage you as principal executive officer and principal financial officer as well as liquidator (vereffenaar) of Metron Technology N.V. (“Metron”).

Please note that your formal appointment as principal executive officer, principal financial officer and liquidator is conditional on (i) Metron’s shareholders approving (a) the sale and transfer of substantially all of Metron’s assets to Applied Materials, Inc., pursuant to the stock and asset purchase agreement, dated August 16, 2004, entered into between Metron and Applied Materials, Inc; (b) the dissolution of Metron following the closing of the asset sale; and (c) your appointment as principal executive officer, principal financial officer and as liquidator for Metron and (ii) the closing of the asset sale.

The Parties do not intend to enter into an employment agreement.

Duties and responsibilities

If you accept your engagement, we would expect you to have reasonable availability to fulfil (i) all duties of post closing management of Metron described in Annex 1 hereto and (ii) all duties Dutch corporate law attributes to a liquidator of a Dutch N.V. under supervision of Metron’s supervisory board and in cooperation with your fellow liquidator.

We would primarily expect you to be responsible for keeping good accounting records and the fulfilment by Metron of any and all of its obligations under any US securities laws and regulations, rules and requirements of any securities exchange, the Sarbanes-Oxley Act or any other non-Dutch laws and regulations creating obligations for Metron.

Metron intends to engage Mr Peter Verloop to act as your fellow liquidator following the closing of the asset sale. Mr Verloop will be primarily responsible for - and we would expect you, as a fellow liquidator, to assist him as much as possible with - the making of an inventory of Metron’s assets and

liabilities remaining after the closing of the asset sale and the satisfying of as much of the liabilities as possible to allow one or more initial liquidation distributions to Metron’s shareholders.

Subsequently we would expect you to arrange for the fulfilment of any remaining liabilities, and the filings and public announcements required under US laws and regulations in relation to the liquidation, the final liquidation distribution to Metron’s shareholders and the delisting of the Metron shares.

As Metron’s liquidator you will have the right to consult with Metron’s auditors, Metron’s US counsel, Metron’s Dutch counsel and all other advisors of Metron on all financial, legal and tax matters relating to the liquidation of Metron.

As a liquidator you shall be free to carry out your duties autonomously and in the manner you may deem fit, at least after prior consultation with your fellow liquidator and with Metron’s Supervisory Board. With due regard for all the obligations arising from this engagement, you shall be free to perform professional services for third parties. In the event of a possible conflict of interest, you shall consult the Supervisory Board in advance.

Fees

Your engagement will be on the basis of payment of a monthly fee in the amount of the euro equivalent of USD 10,000 for the first month and the EUR equivalent of USD 6,300 for the second and following months. Metron will also reimburse you for specified out of pocket expenses, such as travel and courier costs.

The fees shall be paid without withholding wage tax and social security premiums. You shall indemnify and hold Metron harmless for any tax assessment in respect of wage tax and/or employee’s insurance imposed by the tax office or the employee insurance administration agency, including accrued interest and any administrative fines, in connection with the remuneration and/or reimbursement of expenses regarding your engagement as a liquidator.

In addition to the above Metron will pay you a completion bonus in the amount of the euro equivalent of (i) USD 30,000 if the liquidation is complete within 180 days of the closing of the asset sale, (ii) USD 10,000 if the liquidation is complete within 181 to 240 days of the closing of the asset sale and (iii) USD 5,000 if the liquidation is complete after 240 days.

Termination

Your engagement shall terminate by operation of law as soon as all duties Dutch Corporate Law attributes to the liquidator are fulfilled, i.e. as per the moment Metron does no longer have any assets and ceases to exist.

Both parties shall be entitled to terminate the engagement prior to the abovementioned fixed period by giving notice. You will have to observe a notice period of three months, Metron has to observe a notice period of six months. If a party ends the engagement without observing these notice periods, he is liable to the other party for a penalty that equals the amount of the average gross fee that would have been paid/earned if the notice period would have been observed properly.

Indemnification

As Metron’s liquidator you shall be automatically indemnified by Metron, in the way as described in section 20 of Metron’s articles of association.

In addition Metron hereby agrees to warrant you from and indemnify you against, at your first request, any form of damage, liability and/or costs, including but not limited to reasonable lawyers’ fees, which are the result of or are connected to claims or actions (in or out of court) made against you, in your capacity as liquidator of Metron (whether or not in conjunction with claims or actions against one or more others) by (or for the benefit of) any third party including, but not limited to, Metron or one or more co-liquidators, any direct or indirect shareholders of Metron or any other person holding a direct or indirect interest in Metron, insofar as such claims or actions are in any way connected with or arise from any act or omission to act in your capacity as liquidator of Metron.

If a claim or action as referred to in the first paragraph of this article is made against you, then Metron will bear all costs which you have to make in order to defend yourself against such claims and actions. The foregoing remains valid irrespective of the claims or actions being justified or not, provided however that the foregoing does not apply if and insofar as it is determined by a court of competent jurisdiction that you have acted grossly negligent or with wilful misconduct.

Liability Insurance

As a liquidator of Metron your potential liabilities will be covered in accordance with the attached D&O insurance policy.

Applicable law and disputes

This engagement letter is governed by Dutch law. All disputes arising from or associated with it will be settled in the first instance by the court in Amsterdam.

Acceptance

Please confirm that you accept your engagement as principal executive officer, principal financial officer and as liquidator of Metron (conditional on your appointment by Metron’s shareholders) and that this letter accurately describes the scope and terms of your engagement, by signing this letter and returning the signed copy to us. Your engagement will start on the earlier of (i) the effective date of your appointment as Metron’s liquidator or (ii) the date on which Metron’s current management would request you to start your engagement.

Please contact us if you have any questions concerning this letter.

Yours sincerely,

/s/ EDWARD D. SEGAL
Metron Technology N.V.
Edward D. Segal


Agreed to this day, the 10th of December 2004

/s/ D.C. ROFFEY
D.C. Roffey

Annex 1

Duties of post-closing management of Nortem N.V. (currently named: Metron Technology N.V.)

Continue to run as a Dutch company until liquidated

Make all required filings (regulatory and tax)

Keep good accounting records

Manage the wind down and liquidation

Manage the wind down and liquidation process and advisors

Ensure the cash is invested safely and in accordance with policy

Resolve all open issues to liquidation

Manage expenses

Keep AMAT informed of expense status and needs for additional cash

Coordinate with Transfer Agent on all distributions

Arrange for and complete de-listing

Continue to run as a listed NASDAQ Registrant until de-listed

Keep good accounting records

Close the quarterly books

File required SEC filings

Ensure SOX compliance

Certify SOX compliance

Decide on appropriate investor communications

Ensure compliance with NASDAQ listing standards until de-listed

De-list and liquidate cleanly

METRON TECHNOLOGY N V 8-K