SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                ________________

                                    FORM 8-K

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                September 4, 2001
                Date of report (date of earliest event reported)

                             ROPER INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

                                    Delaware
                 (State or other jurisdiction of incorporation)

                1-12273                                  51-0263969
        (Commission file number)               (IRS Employer Identification No.)

          160 Ben Burton Road
            Bogart, Georgia                                 30622
(Address of principal executive offices)                  (Zip Code)

                                 (706) 369-7170
              (Registrant's telephone number, including area code)

                                       NA
          (Former name or former address if changed since last report)

Item 2.   Acquisition or Disposition of Assets.

     On September 4, 2001, the Registrant completed the acquisition of 100% of
the outstanding ownership interests in Struers Holdings A/S for total
arms-length negotiated consideration of cash of approximately $151 million.
Struers Holdings A/S was acquired from a group of direct investors and limited
partnerships, for whom EQT Scandinavia I acted as investment manager, and a
group of management shareholders. Registrant's financing of this acquisition was
from its existing credit facilities that are described in Registrant's Quarterly
Report on Form 10-Q for the period ended July 31, 2001.

     Struers Holdings A/S has two primary businesses - Struers, based in
Denmark, and Logitech, based in Scotland. Struers designs, manufactures and
markets materialographic preparation equipment and consumables used in quality
inspection, failure analysis and research of solid materials. Logitech designs,
manufactures and markets high-precision material shaping equipment used
principally in the production of advanced materials for the semiconductor and
opto-electronics markets. Registrant intends to continue these businesses.

Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.

     (a) Financial statements of business acquired (included in Annex A).

          .    Consolidated balance sheets at June 30, 2001 and December 31,
               2000.
          .    Consolidated income statements for the six months ended June 30,
               2001 and 2000 and the year ended December 31, 2000.
          .    Consolidated cash flow statements for the six months ended June
               30, 2001 and 2000 and the year ended December 31, 2000.
          .    Independent auditors' report.

     (b) Pro forma financial information (included in Annex A).

          .    Combined balance sheet at July 31, 2001.
          .    Combined income statement for the nine months ended July 31,
               2001.
          .    Combined income statement for the year ended October 31, 2000.

     (c) Exhibits.

          23.1 Consent of independent auditors.
          99.1 Acquisition agreement.

                                        2

                                   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.

                                   ROPER INDUSTRIES, INC.

                                   By: /s/ Martin S. Headley
                                       -------------------------------------
December 13, 2001                      Martin S. Headley, Vice President and
                                       Chief Financial Officer

                                        3

                                                                         Annex A

Item 7(a) Financial statements of business acquired

The historical financial information related to Struers Holdings A/S addressed
by the following independent auditors' report and presented in the associated
financial statements were prepared using accounting standards in accordance with
the Danish Annual Accounts Act and Danish accounting standards.

The applicable rules of the U.S. Securities and Exchange Commission pertaining
to this filing do not require the Registrant to provide a reconciliation between
this financial information and what it would be reported under generally
accepted accounting principles applied in the United States.

                                       A-1

                          Independent Auditors' Report

We have audited the consolidated accounts of Struers Holdings A/S for the year
ended December 31, 2000 presented by the Board of Directors and Management.

Basis of Opinion

We planned and conducted our audit in accordance with generally accepted Danish
auditing principles and international standards on auditing (ISA) to obtain
reasonable assurance that the accounts are free from material misstatement.
Based on an evaluation of materiality and risk, during the audit, we tested the
basis and documentation for the amounts and disclosures in the accounts. An
audit includes an assessment of the accounting policies applied and the
accounting estimates made. In addition, we evaluated the overall adequacy of the
presentation in the accounts.

Our audit did not result in any qualifications.

Opinion

In our opinion, the consolidated accounts for the year ended December 31, 2000
of Struers Holdings A/S have been presented in accordance with the accounting
provisions of Danish legislation and give a true and fair view of the
consolidated assets and liabilities, financial position and profit as of and for
the year ended December 31, 2000.

KPMG C.Jesperson
Copenhagen, Denmark
March 20, 2001

                                       A-2

                      Struers Holdings A/S and Subsidiaries
                         Consolidated Income Statements
                                 (in thousands)

                                                                                        Year ended
                                                Six months ended June 30,              December 31,
                                        ----------------------------------------
                                               2001                  2000                  2000
                                        ------------------    ------------------    ------------------
                                                      (unaudited)
                                                                           
Net sales                               DKK        352,265    DKK        282,241    DKK        604,861
Cost of goods sold                                 132,994               109,301               236,148
                                        ------------------    ------------------    ------------------

Gross profit                                       219,271               172,940               368,713

Selling and distribution costs                      96,762                88,325               183,283
Development costs                                   13,933                11,315                22,240
Administrative expenses                             20,867                22,652                48,099
Goodwill amortization                               15,178                15,173                30,347
                                        ------------------    ------------------    ------------------

Operating profit                                    72,531                35,475                84,744

Interest income                                      2,028                   752                 3,214
Interest expense                                    16,258                15,353                33,107
Extraordinary charges                                    -                 8,000                     -
                                        ------------------    ------------------    ------------------

Earnings before income taxes                        58,301                12,874                54,851

Income taxes                                        26,547                11,096                30,762
                                        ------------------    ------------------    ------------------

Net earnings                            DKK         31,754    DKK          1,778    DKK         24,089
                                        ==================    ==================    ==================

          See accompanying notes to consolidated financial statements.

                                       A-3

                      Struers Holdings A/S and Subsidiaries
                        Consolidated Cash Flow Statements
                                 (in thousands)

                                                                                                     Year ended
                                                             Six months ended June 30,              December 31,
                                                     ----------------------------------------
                                                            2001                  2000                  2000
                                                     ------------------    ------------------    ------------------
                                                                   (unaudited)
                                                                                        
Net sales                                            DKK        352,265    DKK        282,241    DKK        604,861
Costs and expenses                                              267,018               236,624               489,500
                                                     ------------------    ------------------    ------------------

Net cash provided from operating activities
   before changes in working capital                             85,247                45,617               115,361

Change in inventory                                             (10,269)               (8,053)              (13,466)
Change in accounts receivable                                   (23,528)              (18,127)              (21,022)
Change in accounts payable and other liabilities                (12,417)              (12,014)               (1,211)
Interest paid                                                   (17,277)              (14,790)              (29,351)
Income taxes paid                                               (13,836)              (11,224)              (22,719)
                                                     ------------------    ------------------    ------------------

Net cash provided from (used by)
   operating activities                                           7,920               (18,591)               27,592
                                                     ------------------    ------------------    ------------------

Capital expenditures                                             (8,385)               (4,400)              (10,386)
Proceeds from sales of assets                                       177                   134                   606
                                                     ------------------    ------------------    ------------------

Net cash used by investing activities                            (8,208)               (4,266)               (9,780)
                                                     ------------------    ------------------    ------------------

Debt borrowings (payments)                                          (80)               25,470                20,845
                                                     ------------------    ------------------    ------------------

Net cash provided from (used by)
   financing activities                                             (80)               25,470                20,845
                                                     ------------------    ------------------    ------------------

Net cash provided from (used by) operating,
   investing and financing activities                              (368)                2,613                38,657
Cash and cash equivalents at the beginning
   of the period                                                 68,571                29,358                29,358
Unrealized value adjustments of cash and
   cash equivalents                                               1,798                   282                   556
                                                     ------------------    ------------------    ------------------

Cash and cash equivalents at the end of the
   period                                            DKK         70,001    DKK         32,253    DKK         68,571
                                                     ==================    ==================    ==================

          See accompanying notes to consolidated financial statements.

                                       A-4

                      Struers Holdings A/S and Subsidiaries
                           Consolidated Balance Sheets
                                 (in thousands)

                                                                                June 30,            December 31,
                                                                                  2001                  2000
                                                                           ------------------    ------------------
                                                                               (unaudited)
                                                                                           
Cash                                                                       DKK         77,073    DKK         75,551
Accounts receivable                                                                   158,645               130,393
Inventory                                                                             103,926                91,204
Income taxes                                                                           27,537                34,270
Other current assets                                                                    2,966                 2,554
                                                                           ------------------    ------------------

     Total current assets                                                             370,147               333,972

Property and equipment                                                                 30,817                27,663
Goodwill                                                                              503,359               518,381
Other noncurrent assets                                                                10,915                10,191
                                                                           ------------------    ------------------

     Total assets                                                          DKK        915,238    DKK        890,207
                                                                           ==================    ==================

Notes payable and current portion of long-term debt                        DKK          7,072    DKK         21,980
Accounts payable                                                                       32,242                46,268
Accrued liabilities                                                                    52,448                53,469
Income taxes                                                                           18,130                10,706
                                                                           ------------------    ------------------

     Total current liabilities                                                        109,892               132,423

Long-term debt                                                                        493,083               476,970
Income taxes                                                                                -                   517
Other noncurrent liabilities                                                           14,153                13,967
                                                                           ------------------    ------------------

     Total liabilities                                                                617,128               623,877
                                                                           ------------------    ------------------

Share capital                                                                          50,343                50,343
Retained profit                                                                       239,240               206,749
Convertible bond                                                                        8,527                 8,876
Other                                                                                       -                   362
                                                                           ------------------    ------------------

     Total equity                                                                     298,110               266,330
                                                                           ------------------    ------------------

     Total liabilities and equity                                          DKK        915,238    DKK        890,207
                                                                           ==================    ==================

          See accompanying notes to consolidated financial statements.

                                       A-5

                      Struers Holdings A/S and Subsidiaries
                   Notes to Consolidated Financial Statements

Accounting policies

     The consolidated accounts for the six months ended June 30, 2001 and 2000
     and the year ended December 31, 2000 have been prepared in accordance with
     the Danish Annual Accounts Act and Danish accounting standards. The
     consolidated accounts for the interim six-month periods ended June 30, 2001
     and 2000 are unaudited.

     Consolidation policy
     --------------------

     The consolidated accounts comprise the parent company, Struers Holdings
     A/S, and subsidiary undertakings in which Struers Holdings A/S controls
     more than 50% of the voting rights. Intercompany revenues and expenses,
     receivables and payables and gains and losses are eliminated.

     Revenue recognition
     -------------------

     Revenue from the sale of goods is recognized as invoiced.

     Production costs
     ----------------

     Production costs compose costs including depreciation and wages and
     salaries incurred in order to obtain revenue. Costs of goods sold is
     matched against the corresponding revenue.

     Selling and distribution costs
     ------------------------------

     Selling and distribution costs comprise costs regarding sales personnel,
     advertising and exhibition expenses, depreciation and amortization, etc.

     Development costs
     -----------------

     Development costs comprise costs for development, including depreciation.
     Development costs are charged to expense as paid.

     Administrative expenses
     -----------------------

     Administrative expenses comprise expenses regarding administrative staff
     and management, etc., including depreciation and amortization.

     Interest receivable and payable
     -------------------------------

     Interest receivable and payable as well as similar income and charges and
     realized and unrealized exchange gains and losses regarding loans with
     subsidiaries. Furthermore, interest receivable and payable comprise income
     from sale of warrants.

     Extraordinary income and charges
     --------------------------------

     Extraordinary income and charges comprise income and charges resulting from
     activities other than ordinary ones.

     Tax on profit/loss
     ------------------

     The expected tax payable on taxable income for a period is charged to the
     profit and loss account together with changes in the provision for deferred
     taxation. Taxation in respect of extraordinary items is shown separately.
     Deferred taxation is calculated as the difference between net book and

                                       A-6

                      Struers Holdings A/S and Subsidiaries
                   Notes to Consolidated Financial Statements

     tax values. Provision for deferred taxation is made for accounts
     receivable, inventory and tangible fixed assets. If the deferred taxation
     is an asset, the amount is recorded at a value which is not higher than the
     anticipated future applications. No provision has been made for deferred
     taxation of undistributed ownership interests in subsidiary earnings as it
     is the parent company's intention to hold interests for more than three
     years. The company is comprised by a tax on account scheme. Additions,
     deductions and compensations regarding tax payments are included in
     interest receivable and payable.

     Intangible fixed assets
     -----------------------

     Intangible fixed assets are valued at cost less accumulated amortization.
     Amortization is provided on a straight-line basis over the expected useful
     lives of the assts. The maximum amortization period is five years.

     Tangible fixed assets
     ---------------------

     Land and buildings are valued at cost less accumulated depreciation on
     buildings, or utility value where this is lower for reasons not considered
     temporary. Plant and machinery and fixtures and other equipment are valued
     at purchase price less accumulated depreciation, or at a utility value
     where this is lower for reasons not considered temporary.

     Depreciation is provided on a straight-line basis over the expected useful
     lives of the assets. The expected useful lives for buildings are 25 years
     and 3-5 years for plant and machinery and fixtures and other equipment.

     Assets with a cost of less than DKK 9,500 per unit are charged to expense
     when acquired. Public contributions are set off against the cost of the
     additions during the period.

     Inventory
     ---------

     Raw materials and consumables are valued at cost. Work in process and
     finished goods are valued at cost consisting of the cost of raw materials
     and consumables with the addition of production costs and other costs
     directly or indirectly related to the individual goods.

     Cost is determined using the first-in first-out method.

     Provision is made for obsolescence on slow-moving goods.

     Accounts receivable
     -------------------

     Accounts receivable are valued at nominal value less provisions for
     anticipated losses.

     Provisions for liabilities and charges
     --------------------------------------

     Provision for pension obligations are computed at sum of pension
     obligations at the balance sheet date.

     Foreign currency translation
     ----------------------------

     Receivables, payables and other items denominated in a currency other than
     a functional currency which have not been settled at the balance sheet date
     are translated into the functional currency at the exchange rate for the
     balance sheet date. Resulting gains and losses are recognized on the income
     statement.

                                       A-7

                      Struers Holdings A/S and Subsidiaries
                   Notes to Consolidated Financial Statements

     To the extent that the value of receivables, payables and other items
     denominated in a currency other than a functional currency are hedged
     toward forward exchange transactions, the items are translated at the
     hedged rates.

     Statements of cash flows
     ------------------------

     The cash flow statements show inflows and outflows of cash during a period
     as well as the cash and cash equivalents at the beginning and the end of
     the period.

     Cash flows from operating activities are presented indirectly and are
     calculated as revenues less operating charges and adjusted for non-cash
     operating items, changes to the operating capital, financial and
     extraordinary items paid and corporate taxes paid.

     Cash flows from investing activities include payments in connection with
     the acquisition and sale of fixed assets and securities included in
     investing activities.

     Cash flows from financing activities include payments to and from
     shareholders and the raising of and repayments of mortgage loans and other
     long-term creditors.

     Cash and cash equivalents
     -------------------------

     Cash and cash equivalents include cash at bank and in hand and easily
     realizable securities subject to an insignificant risk of changes in value.

Note 1    Revenues

     The distribution of revenues on geographical markets has been excluded for
     competitive reasons, cf. section 49, paragraph 2 of the Danish Annual
     Accounts Act.

Note 2    Interest receivable and similar income

                                                                                     Year ended
                                                                                      Dec. 31,
                                                                                        2000
                                                                                  ---------------
                                                                                       (000s)
                                                                               
     Other interest receivable and exchange rate gains                            DKK       2,635
     Net income from sale of warrants                                                         579
                                                                                  ---------------

                                                                                  DKK       3,214
                                                                                  ===============

Note 3    Interest payable and similar charges

                                                                                     Year ended
                                                                                      Dec. 31,
                                                                                        2000
                                                                                  ---------------
                                                                                       (000s)
                                                                               
     Other interest payable and exchange rate loss                                DKK      33,107
                                                                                  ---------------

                                                                                  DKK      33,107
                                                                                  ===============

                                       A-8

                     Struers Holdings A/S and Subsidiaries
                   Notes to Consolidated Financial Statements

Note 4        Tax on profit for the year
                                                                  Year ended
                                                                    Dec. 31,
                                                                     2000
                                                                ---------------
                                                                    (000s)

     Tax on taxable income                                      DKK      27,648
     Adjustments regarding previous years                                   115
     Adjustment of deferred taxation                                      2,999
                                                                ---------------

                                                                DKK      30,762
                                                                ===============

     Corporate taxes paid                                       DKK      22,719
                                                                ===============

Note 5        Goodwill

                                                                 Accumulated
                                                    Cost        Amortization
                                              ---------------   ---------------
                                                        (in thousands)

     Balance at December 31, 1999             DKK     608,855   DKK     (60,257)
     Exchange rate adjustments in foreign
     companies                                            152               (20)
     Amortization                                           -           (30,349)
                                              ---------------   ---------------

     Balance at December 31, 2000             DKK     609,007   DKK     (90,626)
                                              ===============   ===============

Note 6        Property and equipment

                                                                                      Fixtures         Leasehold
                                                   Land and         Plant and         and other         improve-
                                                   buildings        machinery         equipment          ments
                                               ---------------   ---------------  ---------------   ---------------
                                                                          (in thousands)
                                                                                        
     Cost:
         Balance at December 31, 1999          DKK      18,422   DKK      35,969  DKK      26,688   DKK       1,168
         Exchange rate adjustments                        (321)              428              (63)               (6)
         Additions                                           -             3,288            5,938                 -
         Dispositions                                        -               (84)          (2,019)                -
                                               ---------------   ---------------  ---------------   ---------------

         Balance at December 31, 2000          DKK      18,101   DKK      39,601  DKK      30,544   DKK       1,162
                                               ===============   ===============  ===============   ===============

     Depreciation and amortization:
         Balance at December 31, 1999          DKK      (8,192)  DKK     (26,817) DKK     (17,665)  DKK        (962)
         Exchange rate adjustments                         139              (145)            (656)                6
         Additions                                        (664)           (4,471)          (3,955)              (57)
         Dispositions                                        -                84            1,610                 -
                                               ---------------   ---------------  ---------------   ---------------

         Balance at December 31, 2000          DKK      (8,717)  DKK     (31,349) DKK     (20,666)  DKK      (1,013)
                                               ===============   ===============  ===============   ===============

                                                                   Year ended December 31, 2000
                                               ----------------------------------------------------------------------
                                                                  Selling and
                                                  Production      distribution      Development          Admin.
                                               ---------------   ---------------  ---------------   ---------------

     Depreciation and amortization             DKK       2,943   DKK       3,970  DKK         474   DKK       1,760
                                               ===============   ===============  ===============   ===============

                                       A-9

                     Struers Holdings A/S and Subsidiaries
                   Notes to Consolidated Financial Statements

Note 7        Deferred taxes

                                                    Asset          Liability
                                              ---------------   ---------------
                                                        (in thousands)

     Balance at December 31, 1999             DKK      30,847   DKK        (609)
     Exchange rate adjustments                            174                93
     Additions                                              -                (1)
     Adjustments                                       (1,287)                -
                                              ---------------   ---------------

     Balance at December 31, 2000             DKK      29,734   DKK        (517)
                                              ===============   ===============

Note 8        Own shares

     At December 31, 2000, Struers Holdings A/S held 12,500 shares of its
     outstanding shares, or 0.25% of total shares outstanding. The cost of these
     shares was DKK 362,000 and was included in other current assets.

Note 9        Capital and reserves

                                                     Share            Share           Retained
                                                    capital          premium           profit            Other
                                               ---------------   ---------------  ---------------   ---------------
                                                                          (in thousands)
                                                                                        
     Balance at December 31, 1999              DKK      50,343   DKK     190,790  DKK      (9,588)  DKK         600
     Exchange rate adjustments                               -                 -            1,220                 -
     Reclassifications                                       -          (190,790)         191,028              (238)
     Profit for the year                                     -                 -           24,089                 -
                                               ---------------   ---------------  ---------------   ---------------

     Balance at December 31, 2000              DKK      50,343   DKK           -  DKK     206,749   DKK         362
                                               ===============   ===============  ===============   ===============

     Share capital consists of 5,034,328 shares of DKK 10 each.

     Struers Holdings A/S has issued warrants of a total nominal value of DKK
     9,642,000. The issue price amounts to DKK 68 per share of nominal DKK 10
     for half the warrants, while the price of the remaining part amounts to DKK
     100 per share of nominal DKK 10.

     The warrants can be used either entirely or partially at any given time
     until January 30, 2004.

Note 9        Convertible bond loan

     The convertible bond loans are simplified and has status of subordinated
     loan capital. The lenders are thus subordinated all creditors whose claims
     cannot be covered by the Company's funds in case of a bankruptcy. However,
     the convertible bond loans are always paid before the share capital.

     The convertible bond loan can, according to the lender's choice, be
     converted into shares in the Company until January 30, 2004. The conversion
     price is DKK 48-57.

Note 10       Long-term creditors

     Of total long-term indebtedness at December 31, 2000, DKK 327.0 million
     falls due for payment after December 31, 2005.

                                      A-10

                     Struers Holdings A/S and Subsidiaries
                   Notes to Consolidated Financial Statements

Note 11 Contingent liabilities and securities

                                                                   Dec. 31,
                                                                    2000
                                                               ---------------
                                                                    (000s)
     Rent and leasing obligations                              DKK      40,284
     Guarantee obligations                                                 140
     Other obligations                                                     450

     Struers Holdings A/S and its subsidiaries has contracted with
     sub-suppliers, etc. The obligation does not exceed DKK 3 million.

Note 12       Financial instruments

     As guarantee for future turnover, Struers Holdings A/S has entered into the
     following forward exchange transactions:

                                               Contract            Value at
                                                amount             exchange         Unrealized
                                               stated at           rates at        loss/gain at
                                                agreed             Dec. 31,          Dec. 31,
                                                prices               2000              2000
                                          -----------------    ---------------    ---------------
                                                                (in thousands)
                                                                         
     United States dollars                DKK       128,820    DKK     142,604    DKK     (13,784)
     Deutsche marks                                  15,802             15,759                 43
     Japanese yen                                   111,749            106,796              4,953
     British pounds                                  24,718             25,710               (992)
     French francs                                    5,712              5,689                 23
     Euros                                           36,676             35,569                107
                                          -----------------    ---------------    ---------------

                                          DKK       323,477    DKK     332,127    DKK      (9,650)
                                          =================    ===============    ===============

Note 13       Net cash inflow from operating activities before any change in
              working capital

     The following data is for the year ended December 31, 2000 (in thousands).

     Profit before interest, etc.                              DKK      85,944
     Depreciation                                                       40,228
     Other                                                             (10,811)
                                                               ---------------

                                                               DKK     115,361
                                                               ===============

Note 14       Cash and cash equivalents

     Cash and cash equivalents at December 31, 2000 included the following
     components (in thousands).

     Cash at bank and in hand                                  DKK      75,551
     Bank loans and overdrafts                                          (6,980)
                                                               ---------------

                                                               DKK      68,571
                                                               ===============

                                      A-11

                     Struers Holdings A/S ans Subsidiaries
                   Notes to Consolidated Financial Statements

Note 15       Management and employees

     Compensation costs for the year ended December 31, 2000 are presented in
     the following table (in thousands). Compensation for the management and
     board of directors of the parent holding company were DKK 3.1 million.

     Compensation costs by type:
         Wages and salaries                         DKK     149,005
         Pensions                                             4,263
         Social security                                     14,325
                                                    ---------------

                                                    DKK     167,593
                                                    ===============
     Compensation costs by function:
         Production                                 DKK      33,835
         Selling and distribution                            93,720
         Development                                         13,234
         Administration                                      26,804
                                                    ---------------

                                                    DKK     167,593
                                                    ===============
     Average number of employees                                383
                                                    ===============

Note 16       Transactions between Struers Holdings A/S and its subsidiaries and
              major shareholders, the board of directors and management

     During the year ended December 31, 2000, Struers Holdings A/S and its
     subsidiaries have not entered into transactions with its board of
     directors, management, major shareholders or with companies outside the
     consolidated group of companies in which the persons in question hold
     interests.

Note 17       Fee to the auditors appointed at the annual general meeting

     Total fees charged by KPMG C.Jesperson in respect of the financial year
     ended December 31, 2000 amount to DKK 26,000. Non-audit fees included
     amount to DKK 5,000.

                                      A-12

Item 7(b)     Pro forma financial information

On September 4, 2001, Registrant completed the acquisition of all of the
outstanding ownership interests in Struers Holdings A/S and its subsidiaries
("Struers"). Total consideration for this transaction was approximately $151
million of cash. Registrant's financing of this transaction was funded from its
existing credit facilities.

The accompanying pro forma financial statements include a balance sheet as of
July 31, 2001 (Registrant's most recent quarterly balance sheet prior to the
acquisition) and income statements for the nine months ended July 31, 2001
(interim period corresponding with the balance sheet) and year ended October 31,
2001 (Registrant's most recent fiscal year completed prior to the acquisition).
The dates for the Struers data correspond with those of the Registrant.

The pro forma information is intended to provide information about the
continuing impact of this acquisition by showing how it might have affected
Registrant's historical financial statements if the acquisition had been
consummated at an earlier time. The accompanying pro forma information presumes
this acquisition occurred at the beginning of each period presented. If this
acquisition had occurred at an earlier date, the Registrant's subsequent
consolidated results might have been different than presented in this pro forma
information, and this pro forma information is not necessarily indicative of
results that may be reported in the future.

Notes to combining pro forma balance sheet

A        Total costs to complete the acquisition provided by credit facilities,
         and the elimination of Registrant's pushed-down basis in the net assets
         of Struers.

B        Repayment of all previously existing indebtedness of Struers and
         allocation of the remaining costs to the estimated fair values of the
         net assets acquired.

Notes to combining pro forma income statements

A        Elimination of goodwill amortization included in Struers' historical
         results. Struers' historical historical gets replaced by goodwill
         resulting from this transaction. This goodwill is not subject to
         amortization based on the actual date of the acquisition. The
         historical amortization has been eliminated to be most consistent with
         what the prospective accounting treatment is for goodwill as reported
         by Registrant.

B        Amortization of other identified intangible assets reflected in
         Registrant's allocation of purchase costs to the fair values of net
         assets acquired.

C        Incremental interest costs associated with Registrant's financing of
         the acquisition costs at its incremental borrowing rates compared to
         the historical interest expense reported by Struers that was associated
         with indebtedness paid off concurrent with the acquisition.

D        Income taxes have been provided at the U.S. statutory rate of 35% on
         the other pro forma adjustments.

                                      A-13

                      Struers Holdings A/S and Subsidiaries
                 Combining Pro Forma Balance Sheets (unaudited)
                                  July 31, 2001
                                 (in thousands)

                                                                                      Pro forma
                                                     Roper            Struers          entries          Combined
                                                 -------------    --------------    -------------    --------------
                                                                                        
Cash and cash equivalents                        $      28,319             9,166    $           -    $       37,485
Accounts receivable                                    102,153            16,753                -           118,906
Inventory                                               88,366            12,122                -           100,488
Other                                                    4,539             3,491                -             8,030
                                                 -------------    --------------    -------------    --------------

     Total current assets                              223,377            41,532                -           264,909

Property and equipment                                  46,392             3,750                -            50,142
Intangible assets                                      335,838            58,866           61,269 B         455,973
Other                                                   10,596             1,367                -            11,963
                                                 -------------    --------------    -------------    --------------

     Total assets                                $     616,203    $      105,515    $      61,269    $      782,987
                                                 =============    ==============    =============    ==============

Notes payable and current portion
   of long-term debt                             $       6,999    $          802    $        (802)B  $        6,999
Accounts payable                                        25,692             3,079                -            28,771
Accrued liabilities                                     50,024             6,233                -            56,257
Income taxes                                             6,040             2,082                -             8,122
                                                 -------------    --------------    -------------    --------------

     Total current liabilities                          88,755            12,196             (802)          100,149

Long-term debt                                         212,148            57,341          153,809 A         365,957
                                                                                          (57,341)B
Other                                                    8,045             1,581                -             9,626
                                                 -------------    --------------    -------------    --------------

     Total liabilities                                 308,948            71,118           95,666           475,732
                                                 -------------    --------------    -------------    --------------

Total equity                                           307,255            34,397         (153,809)A         307,255
                                                                                          119,412 B
                                                 -------------    --------------    -------------    --------------

     Total liabilities and equity                $     616,203    $      105,515    $      61,269    $      782,987
                                                 =============    ==============    =============    ==============

          See accompanying notes to combining pro forma balance sheet.

                                      A-14

                     Roper Industries, Inc. and Subsidiaries
                Combining Pro Forma Income Statements (unaudited)
                           Year Ended October 31, 2000
                                 (in thousands)

                                                                                       Pro forma
                                                      Roper            Struers          entries          Combined
                                                 -------------    --------------    -------------    --------------
                                                                                         
Net sales                                        $     503,813    $       74,463    $           -    $      578,276
Cost of goods sold                                     244,989            29,781                -           274,770
                                                 -------------    --------------    -------------    --------------

Gross profit                                           258,824            44,682                -           303,506

Selling, general and administrative costs              170,628            35,774           (3,865)A         203,887
                                                                                            1,350 B
                                                 -------------    --------------    -------------    --------------

Operating profit                                        88,196             8,908            2,515            99,619

Other income                                             1,218               222                -             1,440
Interest expense                                        13,483             3,931            3,189 C          20,603
                                                 -------------    --------------    -------------    --------------

Earnings before income taxes                            75,931             5,199             (674)           80,456

Income taxes                                            26,653             3,059             (236)D          29,476
                                                 -------------    --------------    -------------    --------------

Net earnings                                     $      49,278    $        2,140    $        (438)   $       50,980
                                                 =============    ==============    =============    ==============

Net earnings per share:
     Basic                                       $        1.62                                                 1.67
     Diluted                                              1.58                                                 1.63

Average shares outstanding:
     Basic                                              30,457                                               30,457
     Diluted                                            31,182                                               31,182

        See accompanying notes to combining pro forma income statements.

                                      A-15

                     Roper Industries, Inc. and Subsidiaries
                Combining Pro Forma Income Statements (unaudited)
                         Nine Months Ended July 31, 2001
                                 (in thousands)

                                                                                Pro forma
                                                    Roper         Struers        entries        Combined
                                                 -----------    -----------    -----------    ------------
                                                                                  
Net sales                                        $   422,463    $    61,290    $         -    $    483,753
Cost of goods sold                                   203,245         23,069              -         226,314
                                                 -----------    -----------    -----------    ------------

Gross profit                                         219,218         38,221              -         257,439

Selling, general and administrative costs            149,925         26,797         (2,732)A       175,003
                                                                                     1,013 B
                                                 -----------    -----------    -----------    ------------

Operating profit                                      69,293         11,424          1,719          82,436

Other income                                           1,595            473              -           2,068
Interest expense                                      10,933          3,124          2,016 C        16,073
                                                 -----------    -----------    -----------    ------------

Earnings before income taxes                          59,955          8,773           (297)         68,431

Income taxes                                          21,200          4,017           (104)D        25,113
                                                 -----------    -----------    -----------    ------------

Net earnings                                     $    38,755    $     4,756    $      (193)   $     43,318
                                                 ===========    ===========    ===========    ============

Net earnings per share:
     Basic                                       $      1.26                                          1.41
     Diluted                                            1.23                                          1.37

Average shares outstanding:
     Basic                                            30,722                                        30,722
     Diluted                                          31,594                                        31,594

        See accompanying notes to combining pro forma income statements.

                                      A-16

                                  EXHIBIT INDEX

Exhibit No.    Exhibit
- -----------    -------

23.1           Consent of independent auditors.

99.1           Share Sale and Purchase Agreement dated July 9, 2001 and Addenda,
               by and among EQT Scandinavia Ltd. and Roper Industries, Inc. *

_____________________
*The following schedules or similar attachments to the above Exhibit have been
  omitted and will be furnished supplementally upon request.

Schedules

0.1            Direct investors and limited partnerships

0.2            The Management Shareholders

0.3            Consolidated 2000 Accounts

0.4            Principles for calculating the Consolidated Interest Bearing Net
               Debt.

0.5            Draft Interim Accounts

0.6            Due Diligence Documentation

0.7            Sellers' Knowledge

0.8            Buyer's Knowledge

0.9            Management Subscription Rights and division of Shares

0.10           Definition of Material Adverse Effect (as used in Section 4)

0.11           Radiometer Agreement

0.12           Subsidiaries

0.13           Treasury Subscription Rights

0.14           Principles for calculating the Working Capital

2.3            Allocation principles and calculation of the Estimated Purchase
               Price

2.4            Comfort Letter

5.2.9          Legal opinion forms

5.3            Escrow Agreement

6.1.4          Minutes of extraordinary meeting of shareholders

6.1.9          Registered intellectual property rights

6.1.10         Key employees

6.1.11       Insurance policies

6.1.18       Agreements restricting competition

8.1.2        US lease

8.1.3        Access to the Group pending Closing

9.2.3        Due diligence reports

                                                                    Exhibit 23.1

                    Consent of independent auditors

The Board of Directors
Roper Industries, Inc.

     As independent auditors, we hereby consent to the incorporation of our
report included in this Form 8-K into Roper's previously filed Registration
Statement Nos. 33-71094, 33-77770, 33-78026, 333-36897, 333-35672, 333-35666 and
333-35648.

                                             KPMG C.Jesperson

Copenhagen, Denmark
December 13, 2001

                                                                    Exhibit 99.1

                             Acquisition Agreements

                SHARE SALE AND PURCHASE AGREEMENT

BETWEEN         EQT Scandinavia Ltd. acting as the investment manager for the
                group of direct investors and as the general partner for the
                limited partnerships set forth in Schedule 0.1 (the direct
                                                  ------------
                investors and the limited partnerships are hereinafter jointly
                referred to as "EQT"),

                the persons set forth in Schedule 0.2
                                         ------------
                (hereinafter jointly referred to as the "Management Share-
                holders")

AND             Roper Industries, Inc.
                (IRS employer identification No. 51-026 3969)
                160 Ben Burton Drive
                Bogart, GA 30622
                United States of America

                (hereinafter referred to as the "Buyer")

(EQT and the Management Shareholders are hereinafter jointly referred to as the
"Sellers" and the Sellers and the Buyer are hereinafter jointly referred to as
the "Parties" or individually a "Party".)

                                                                1

WITNESSETH, that

WHEREAS, the Sellers are the owners of nominal 50,109,286 A-shares and nominal
150,674 B-shares in Struers Holding A/S, a private limited company incorporated
under the laws of Denmark which shares, with addition of nominal DKK 83,320
A-shares held by Struers Holding A/S, equal the entire subscribed for and issued
share capital in Struers Holding A/S;

WHEREAS, the Management Shareholders are the owners of 886,110 pcs. warrants
issued by Struers Holding A/S entitling the holders to subscribe for a total of
nominal DKK 8,861,100 shares in Struers Holding A/S as well as the owners
(creditors) of convertible debenture loans entitling the holders to subscribe
for a total of nominal DKK 1,698,140 shares in Struers Holding A/S;

WHEREAS, the Shares owned by the Sellers, the Treasury Shares held by Struers
Holding A/S as well as the warrants and convertible debenture loans held by the
Management Shareholders (the Management Subscription Rights) and the warrants
and convertible debenture loans held by Struers Holding A/S (the Treasury
Subscription Rights) constitute all the equity interests in Struers Holding A/S
and all the shares and other equity interests in the Subsidiaries (as defined
below) are - directly or indirectly - owned by Struers Holding A/S;

WHEREAS, Struers Holding A/S and the Subsidiaries are engaged in the
development, production, marketing and sales of materialographic sample
preparation solutions (un-

                                                                2

der the Struers name) and of precision shaping solutions for the advanced
materials used by the opto-electronics industry as well as by the electronics,
optics and earth sciences industries (under the Logitech name);

WHEREAS, the Buyer is a public limited company incorporated under the laws of
the State of Delaware and the shares in which are listed on the New York Stock
Exchange;

WHEREAS, except for the actions set forth in Schedule 8.1.3 which are to take
place prior to the Buyer's board meeting to be held on 27 July 2001, the Buyer
has completed a due diligence review of Struers Holding A/S and the Subsidiaries
based on the Due Diligence Documentation (as defined below) and the Buyer has
participated in management presentations, meetings with the management of
Struers Holding A/S and of the Subsidiaries as well as in meetings with the
auditors of said companies during which meetings the Buyer has received
additional information on Struers Holding A/S and the Subsidiaries;

WHEREAS, the Sellers wish to sell all shares, warrants and convertible debenture
loans in Struers Holding A/S (excluding the shares, warrants and convertible
debenture loans held by Struers Holding A/S, i.e. the Treasury Shares and the
Treasury Subscription Rights) and the Buyer wishes to acquire the Shares and the
Management Subscription Rights for the consideration, upon the terms and subject
to the conditions herein set forth;

                                                                3

NOW, THEREFORE, on the basis of the representations, warranties, covenants and
agreements contained in this Share Sale and Purchase Agreement, it is hereby
agreed as follows:

DEFINITIONS

For the purpose of this Share Sale and Purchase Agreement, unless the context
otherwise requires, the term

"Accounting Policies" means the accounting policies stated in the Consolidated
2000 Accounts;

"Adjustment Amount" shall have the meaning set forth in clause 2.2;

"Agreement" means this Share Sale and Purchase Agreement including all the
Schedules hereto;

"Audited" means a financial and business audit in accordance with "International
Standards on Auditing" of the income statement, balance sheet, tax returns and
all other relevant financial and support documents relating to the activities of
the Group Companies being the subject of the audit;

"Buyer's Group Companies" means the Buyer and any company or other legal entity
controlled - either individually or jointly - by the Buyer or controlling the
Buyer;

                                                        4

"Closing" shall have the meaning set forth in Section 5;

"Claim" shall have the meaning set forth in Section 9;

"Closing Date" means 4 September 2001 or such later date agreed upon between the
Parties pursuant to clause 5.1;

"Closing Statement" means the Audited statement of the Final Purchase Price to
be prepared pursuant to clause 3.1;

"Company" means Struers Holding A/S, CVR-No. 20 24 69 36 with the Danish
Commerce and Companies Agency, with its registered address at Valh0js Alle 176,
2610 R0dovre, Denmark;

"Competition Authorities" means the relevant competition authorities in Norway,
Japan, Germany, United States of America, United Kingdom, France, Spain and
Finland;

"Consolidated 2000 Accounts" means the Audited annual accounts of the Company
and the Group (as defined below) accounts as per December 31, 2000 enclosed as
Schedule 0.3 to this Agreement. The annual accounts of the Company for 2000 have
- ------------
been approved by an ordinary meeting of shareholders held on 28 June 2001
(however, the statement from the chairman of the meeting of shareholders is
dated 31 May 2001);

                                                                5

"Consolidated Interest Bearing Net Debt" means the amount for the Group
calculated as set forth in Schedule 0.4 as of the Closing Date when applying the
                           ------------
Accounting Policies;

"Control" means the direct or indirect possession of more than 50 percent of the
ownership interest or the voting rights of a legal entity or the right to
appoint or remove the majority of the members of the board of directors (elected
by a general meeting of shareholders) or the similar management level of a legal
entity;

"Default Interest" means the default rate according to section 5 of the Danish
Act on Interest (in Danish: "Lov om renter ved forsinket betaling");

"Draft Interim Accounts" means the draft interim management accounts of the
Company and the Group for the period 1 January 2001 until 31 May 2001, enclosed
as Schedule 0.5;
   ------------

"Due Diligence Documentation" means the documentation set forth in Schedule 0.6;
                                                                   ------------

"Enterprise Value" shall mean the Final Purchase Price with addition of the
Consolidated Interest Bearing Net Debt;

"Escrow Account" shall have the meaning set forth in clause 5.3.1;

"Escrow Agent" shall have the meaning set forth in clause 5.3.1;

                                                        6

"Escrow Agreement" means the escrow agreement to be entered into between the
Parties and the Escrow Agent as set forth in clause 5.3.1;

"Estimated Purchase Price" means DKK 762,028,000 (Seven hundred and sixty two
million and twenty eight thousand Danish Kroner);

"Final Purchase Price" means the amount in Danish Kroner calculated as set forth
in clause 2.1;

"Group" means the Company and the Subsidiaries;

"Group Company" means the Company or any Subsidiary;

"Independent Accountant" means Deloitte & Touche, Denmark or, if Deloitte &
Touche does not accept such task, another well reputed international accounting
firm with offices in Denmark either agreed upon by the Parties, or failing such
an agreement within 3 days of notification of the said non-acceptance, to be
appointed by the Danish Organisation of State Authorised Accountants
("Foreningen af Statsautoriserede Revisorer");

"Knowledge" means

                                                        7

1.     with respect to the Sellers the actual knowledge of the persons listed in
       Schedule 0.7 (Section 1) after having made due inquiries of the persons
       -----------------------
       listed in Schedule 0.7 (Section 2), and

2.     with respect to the Buyer the actual knowledge of the officers and
       directors of the Buyer involved in this transaction such as listed in
       Schedule 0.8 (Section 1) after having made due inquiries of those of the
       ------------
       persons listed in Schedule 0.8 (Section 2);

"Loss" means a documented loss, claim, liability, cost or expense recoverable
under the laws of Denmark;

"Management Subscription Rights" means the right for the Management Shareholders
to subscribe for up to nominal DKK 10,559,240 (Ten million five hundred and
fifty nine thousand two hundred and forty Danish Kroner) new shares in the
Company on the terms set forth in Schedule 0.9 and the creditor's rights
                                  ------------
pertaining to the convertible debenture loans referred to in said Schedule. The
Management Subscription Rights are divided between the Sellers as set forth in
said Schedule;

"Material Adverse Effect" shall have the meaning defined in Schedule 0.10 when
                                                            -------------
used in Section 4 regarding the approvals etc. to be obtained from the
Competitive Authorities;

"Radiometer Agreement" means the Agreement between Radiometer A/S and A/S PSE
nr. 5205 (the Company) dated December 22, 1997, Schedule 0.11;
                                                -------------

                                                                8

"Shares" means all shares in the Company (excluding the Treasury Shares), i.e.
nominal DKK 50,109,286 (Fifty million one hundred and nine thousand two hundred
and eighty six Danish Kroner) A-shares and nominal DKK 150,674 (One hundred and
fifty thousand six hundred and seventy four Danish Kroner) B-shares issued by
the Company. The Shares are divided between the Sellers as set forth in Schedule
0.9;

"Subsidiaries" means the companies set forth in Schedule 0.12;
                                                -------------

"Taxes" means all taxes, including VAT and other levies, pay roll taxes,
withholding taxes, duties, charges, stamps and imposts of whatever nature
imposed by or payable to a tax authority (whether federal, state or community)
and any penalties and interest arising therefrom;

"Treasury Shares" means nominal DKK 83,320 (Eighty three thousand three hundred
and twenty Danish Kroner) A-shares in the Company owned by the Company;

"Treasury Subscription Rights" means the right to subscribe for up to nominal
DKK 1,017,960 (One million and seventeen thousand nine hundred and sixty Danish
Kroner) new shares in the Company on the terms set forth in Schedule 0.13 and
                                                            -------------
the creditor's rights pertaining to the debenture loans referred to in said
Schedule (the rights are non-exercisable by the Company and the Company is
legally the debtor in respect of such creditor's rights);

                                                                9

"Working Capital" means the amount of the Group calculated as set forth in
Schedule 0.14 as of the Closing Date when applying the Accounting Policies;
- -------------

Unless the context otherwise requires, references to the singular number shall
include references to the plural number and vice versa, and references to
natural persons shall include corporate entities and bodies.

1.     PURCHASE AND SALE OF THE SHARES AND MANAGEMENT SUBSCRIPTION RIGHTS

       Upon the terms and subject to the conditions of this Agreement, the
       Sellers shall sell the Shares and the Management Subscription Rights to
       the Buyer and the Buyer shall purchase the Shares and the Management
       Subscription Rights from the Sellers with effect as of Closing. The
       Shares are sold cum dividend for the financial year 2001.

2.     FINAL PURCHASE PRICE ETC.

2.1    The Final Purchase Price payable by the Buyer in favour of the Sellers
       for the assignment in ownership of the Shares and the Management
       Subscription Rights to the Buyer shall be DKK 1,184,000,000 (One billion
       one hundred eighty four million Danish Kroner) less the Consolidated
       Interest Bearing Net Debt, adjusted for any increase or decrease in the
       amount of the Working Capital compared to the working capital of the
       Group as of 31 December 2000 such as defined in Schedule 0.14 regarding
       the Working Capital. The Consoli-

                                                        10

       dated Interest Bearing Net Debt and the increase or decrease in the
       amount of the Working Capital are calculated as of the Closing Date.

2.2    If the Final Purchase Price is

       1.  greater than the Estimated Purchase Price the Buyer shall pay to the
           Sellers the amount of the excess.

       2.  less than the Estimated Purchase Price the Sellers shall pay to the
           Buyer the amount of the shortfall.

       Any payment to or by the Sellers pursuant to this clause (the Adjustment
       Amount) shall be made within five business days after the Closing
       Statement has become final as set forth in Section 3. In case of any
       breach of this payment obligation, Default Interest calculated on the
       basis of the Adjustment Amount shall be paid by the defaulting Party from
       the end of the five day period until and including the date of payment.

       An amount corresponding to 20 percent of the Adjustment Amount shall be
       paid into or released from the Escrow Account depending on whether the
       Adjustment Amount is to be paid to or by the Sellers, respectively,
       provided that the Sellers shall ensure that following the payment of the
       Adjustment Amount the Escrowed Amount shall as a minimum be DKK
       160,000,000 (One hundred and sixty million Danish Kroner) prior to the
       release of any other funds from the Escrow Account.

                                                        11

2.3    The Estimated Purchase Price, the Final Purchase Price and the Enterprise
       Value shall be allocated between the Sellers (and the Shares and
       Management Subscription Rights) on the basis of the principles as set
       forth in Schedule 2.3. Schedule 2.3 also sets forth a calculation of the
                ------------
       Estimated Purchase Price.

2.4    The Buyer has provided the Comfort Letter enclosed as Schedule 2.4 as
                                                             ------------
       indication of the Buyer's ability to settle the Estimated Purchase Price
       at Closing.

3      CLOSING STATEMENT ETC.

3.1    Within 45 days of the Closing Date, the Buyer shall have caused the
       preparation of and delivery to the Sellers of the Closing Statement. Such
       statement shall be Audited by Arthur Andersen, State Authorised Public
       Accountants, Denmark.

3.2    Within 10 days after their receipt of the Closing Statement, the Sellers
       shall notify the Buyer of any item or items which the Sellers wish to
       dispute specifying such item(s) in reasonable detail and the reason for
       the dispute, failing which the Closing Statement as prepared by the Buyer
       shall be deemed final and binding upon the Parties subject only to any
       changes agreed by the Parties in writing or as otherwise set forth
       herein. If the Parties are unable to reach agreement within 7 days of
       such notification to the Buyer, either Party may within a subsequent
       period of 14 days refer the matter(s) in dispute to the Independent
       Accountant. If the dispute is not referred to the Independent

                                                        12

       Accountant within the period stipulated, the Closing Statement delivered
       to the Sellers shall be final and binding upon the Parties subject only
       to any changes agreed by the Parties in writing. Notwithstanding the
       above, the Sellers shall not be bound by such elements of the Closing
       Statement, which are the result of Buyer's fraud or errors/omissions
       which the Sellers could not discover given the circumstances.

3.3    Unless otherwise agreed by the Parties, the Independent Accountant shall
       establish the procedural rules in connection with its hearing of the
       Parties' respective positions on the issue(s) of dispute and any related
       issues to be followed in connection with settling the dispute. The
       decision of the Independent Accountant shall be final and binding upon
       the Parties and shall not be subject to judicial or arbitrational review.

       The Independent Accountant shall have unrestricted access to the books
       and records of the Group as well as to the working papers pertaining to
       the Group of the accountant referred to in clause 3.1.

       The fees and expenses charged by the Independent Accountant shall be
       divided equally (50/50) between the Parties. EQT Scandinavia Ltd. shall
       on behalf of the Sellers settle any amount payable by the Sellers to the
       Independent Accountant.

3.4    The Sellers - through an accountant elected by them - shall have
       unrestricted access to all books, records and other information,
       including the working pa-

                                                        13

       pers of the accountant referred to in clause 3.1, which in the reasonable
       opinion of the Sellers is necessary for verifying the correctness of the
       Closing Statement.

4.     CONDITIONS PRECEDENT

4.1    Closingis conditional upon each and every of the following conditions
       precedent having been satisfied (or waived by the relevant Party):

4.1.1  Conditions precedent which may be waived by the Buyer

       1. All notifications to and approvals by the Competition Authorities
          required to consummate the transaction contemplated by this Agreement
          shall have been made and obtained, respectively, cf. clauses 4.2 -
          4.5.

       2. The Sellers shall have performed and complied in all material respects
          with their obligations under this Agreement at and before Closing so
          that the transaction contemplated by this Agreement is not in any
          material respect adversely affected and the Sellers shall have
          confirmed in writing by a written instrument signed by EQT Scandinavia
          Ltd. on behalf of all Sellers that those of their representations and
          warranties which are to be made as of Closing, cf. clause 6.1, are in
          all material respects true as of Closing.

       3. No litigation, proceeding or action shall have been instituted against
          any Party, (1) seeking to restrain or prohibit the consummation of the
          trans-

                                                        14

           action contemplated herein or (2) presenting a claim against any
           Group Company, which claim, if correct and justified, would have a
           material adverse effect on the business condition of the Group.

        4. Final approval of this Agreement by the Buyer's board of directors to
           be obtained prior to 27 July 2001 at 5 p.m. US time (EST).

        5. The Buyer shall have granted its consent to the material terms and
           conditions of the insurance policy to be taken out by the Sellers as
           set forth in clause 4.1.2.5; it being agreed that such consent shall
           not be unreasonably withheld.

4.1.2   Conditions precedent which may be waived by the Sellers

        1. All notifications to and approvals by the Competition Authorities
           required to consummate the transaction contemplated by this Agreement
           shall have been made and obtained, respectively, cf. clauses 4.2 -
           4.5.

        2. The Buyer shall have performed and complied in all material respects
           with all of its obligations under this Agreement at and before
           Closing so that the transaction contemplated by this Agreement is not
           in any material respect adversely affected and the Buyer shall have
           confirmed in writing that those of its representations and warranties
           which are to be made as of Closing are in all material respects true
           as of Closing.

                                                        15

3.    No litigation, proceeding or action shall have been instituted against any
      Party, seeking to restrain or prohibit the consummation of the transaction
      contemplated herein.

4.    Final and unconditional approval of this Agreement (subject to its terms
      and other conditions) by the Buyer's board of directors shall have been
      notified in writing to the Sellers on 27 July 2001 at 5 p.m. US time (EST)
      at the latest. The notice shall state that the approval is final and
      unconditional (subject to the terms and other conditions of the Agreement)
      and be signed by duly authorised officers of the Buyer.

5.    The Sellers shall have obtained written confirmation of their ability to
      obtain insurance coverage at their own cost during a period of seven years
      after the Closing Date against any liability resulting from any breach of
      Sellers' representations in clauses 6.1.1 (Authority), 6.1.2 (Organisation
      and qualification), 6.1.3 (Title to the Shares, the Treasury Shares etc.),
      6.1.4 (Capitalisation) and 6.1.5 (Subsidiaries) on terms and conditions
      satisfactory to EQT Scandinavia Ltd.

      Subject to the detailed advise on the legal, financial and insurance
      aspects thereof to be rendered to the Sellers, such insurance shall (1) be
      taken out by the Sellers as the policy holders, (2) have the Buyer as the
      first beneficiary and the Sellers as the second beneficiaries (or have
      another structure to the same effect), (3) have as the insured sum the
      Enterprise Value less a deductible in the amount of DKK 20,000,000

                                                        16

         (Twenty million Danish Kroner) or a lower amount to be determined by
         the Sellers, (4) be taken out with a well reputed insurance company
         appointed by the Sellers and approved by the Buyer, such approval not
         to be unreasonably withheld and (5) in all material respects be subject
         to ordinary European market practices and standards.

4.2   Each Party shall use its best efforts to cause that the conditions
      precedent are satisfied on or prior to 4 September 2001, or on any other
      date set forth herein with respect to the specific conditions precedent,
      or such later date as the Parties may subsequently agree upon.

      The Parties agree to promptly effect all necessary notifications to the
      Competition Authorities and to effect all other submissions and rendering
      of information requested or required by such authorities with a view to
      obtaining all approvals requisite for the consummation of the transaction
      contemplated by this Agreement. The Parties shall in common co-ordinate
      the proper and timely fulfilment of the notification requirements. To this
      effect the legal advisors of the Sellers shall, at their request, have
      access (including by way of copies) to all information necessary for such
      notifications as well as to the notifications actually made and any
      correspondence etc. arising therefrom. Furthermore, at their request, the
      legal advisors of the Sellers shall have the right to participate in any
      and all meetings with relevant authorities.

                                                        17

      The Sellers shall use all reasonable efforts to provide the Buyer on 23
      July 2001 with a written outline of the insurance coverage and of the
      terms (not the costs) of the insurance to be taken out by the Sellers such
      as referred to in clause 4.1.2.5.

      At the latest on 23 July 2001, the Sellers shall have caused the delivery
      to Jacob Vinther of Bech-Bruun Dragsted (acting as legal advisor to the
      Buyer) of the original legal opinions referred to in clause 5.2.9 to be
      rendered by SJ Berwin and Ozannes.

4.3   If any of the approvals referred to in clauses 4.1.1.1 or 4.1.2.1 are not
      granted or are granted subject to undertakings, obligations or conditions
      having a Material Adverse Effect, the Parties shall in good faith
      negotiate amendments necessary or appropriate with a view to either not
      include the Group Companies being the subject matter of such refusal in
      the transaction contemplated herein or to avoid or reduce such
      undertakings, obligations and/or conditions and/or their respective
      adverse effects.

4.4   If any of the approvals referred to in clauses 4.1.1.1 and 4.1.2.1 are not
      granted (and such conditions precedent are not waived by the relevant
      Party) on 31 December 2001 at the latest or such other date as the Parties
      may subsequently agree upon, failing an agreement pursuant to clause 4.3,
      the Party who may waive the condition precedent may - within 14 days of
      having received notification of the decision of the relevant Competition
      Authority -

                                                        18

      terminate this Agreement with immediate effect. In case of such
      termination neither of the Parties shall have any liability towards the
      other unless the reason for the conditions precedent not being satisfied
      is a consequence of any of the Parties being in breach of any of their
      obligations under this Agreement.

4.5   If any of the approvals referred to in clause 4.1.1.1 are granted subject
      to undertakings, obligations or conditions having a Material Adverse
      Effect, failing an agreement pursuant to clause 4.3, the Buyer may -
      within 14 days of having received notification of the decision of the
      relevant Competition Authority - terminate this Agreement with immediate
      effect by written notice to the Sellers, failing which notice the Buyer
      shall accept such undertakings, obligations and conditions and the Parties
      shall without undue delay arrange for the Group to take such actions,
      including by way of disposing of any assets, as are necessary to fulfil
      such undertakings, obligations or conditions without this giving right to
      any adjustment of the Purchase Price unless otherwise agreed between the
      Parties. In case of such termination neither of the Parties shall have any
      liability towards the other, unless the reason for the condition precedent
      not being satisfied is a consequence of any of the Parties being in breach
      of any of their obligations under this Agreement.

      If any of such approvals are granted subject to undertakings, obligations
      or conditions which do not have a Material Adverse Effect, the Parties
      shall accept such undertakings, obligations and conditions and the Parties
      shall without undue delay arrange for the Group to take such actions,
      including by way

                                                                19

         of disposing of any assets, as are necessary to fulfil such
         undertakings, obligations or conditions without this giving right to
         any adjustment of the Purchase Price.

4.6      If the conditions precedent set forth in clauses 4.1.1.2 or 4.1.1.3 or
         4.1.2.2 or 4.1.2.3 have not been satisfied (or waived by the Party who
         may waive the condition precedent) on 31 December 2001 at the latest,
         and with respect to clauses 4.1.1.5 and 4.1.2.5 (Insurance) on 3 August
         2001 at the latest, or such other date as the Parties may subsequently
         agree upon, the Party who may waive the condition(s) precedent may -
         within 7 days of such date - terminate this Agreement with immediate
         effect by written notice to the other Party failing which notice this
         Agreement shall be consummated as contemplated herein. In case of such
         termination neither of the Parties shall have any liability towards the
         other unless the reason for the condition(s) precedent not being
         satisfied is a consequence of any of the Parties being in breach of any
         of their obligations under this Agreement.

4.7      If the conditions precedent set forth in clauses 4.1.1.4 or 4.1.2.4
         (Board approval) have not been satisfied (or waived by the Party who
         may waive the condition precedent) on 27 July 2001 at 5 p.m. US time
         (EST), the Party who may waive the condition precedent may - within 7
         days of such date - terminate this Agreement with immediate effect by
         written notice to the other Party. In case of such termination neither
         of the Parties shall have any liability
                                                                20

         towards the other. Upon their satisfaction said conditions precedent
         shall cease to have effect.

4.8      In case of any termination of this Agreement being a consequence of any
         Party being in breach of its obligations under this Agreement, the
         Party who is not in breach of its obligations under this Agreement is
         entitled to exercise any remedy available according to the laws and
         general rules of law of Denmark and this Agreement.

5.       CLOSING

5.1      Closing shall be held at the offices of Kromann Reumert, 14,
         Raadhuspladsen, DK-1550 Copenhagen V, Denmark on 4 September 2001 at 10
         a.m. Danish time or, if at such date all the conditions precedent have
         not been satisfied (or waived by the relevant Party), by a date within
         five business days after all the conditions precedent have been
         satisfied (or waived), unless this Agreement has been terminated as set
         forth herein.

5.2      At Closing the Sellers shall deliver, or shall cause to be delivered,
         to the Buyer, the following documents and material:

        1.    The original share certificates pertaining to the Shares duly
              endorsed in the name of the Buyer.

        2.    The original certificates pertaining to the Management
              Subscription Rights duly endorsed in the name of the Buyer.

                                                                21

3.     The original certificates pertaining to the Treasury Subscription Rights
       duly endorsed in the name of the Company.

4.     The Company's up-to-date, complete and original register of shareholders
       with the Buyer duly registered as the owner of the Shares and the Company
       duly registered as the owner of the Treasury Shares.

5.     The Company's up-to-date and original minute book, including minutes of
       general meetings, meetings of the board of directors and audit minutes.

6.     A letter of resignation signed by those members of the boards of
       directors (elected by a general meeting) of the Company and of the
       Subsidiaries as will be notified by the Buyer to the Sellers not later
       than 5 business days before Closing. The resignation shall be effective
       as of Closing. The members resigning are entitled to their ordinary
       remuneration calculated on a pro rata basis for the current year until
       and including the Closing Date. Such remuneration shall be paid by the
       Company or the Subsidiaries, as the case may be.

7.     A letter of resignation signed by those statutory auditors of the Company
       and of the Subsidiaries as will be notified by the Buyer to the Sellers
       not later than 5 business days before Closing. The resignation shall be
       effective as of Closing and the resigning auditors are entitled to
       receive their fees for services rendered to the Company and the
       Subsidiaries prior to Closing (provided the fees are not related to the
       preparation,

                                                                22

         negotiation and consummation of this Agreement). The fees shall be paid
         by the Company or the Subsidiaries, as the case may be.

8.       A letter from Unibank A/S with (1) a calculation as of the Closing Date
         of the aggregate outstanding amount payable by the Group to Unibank A/S
         under all its loan and credit facilities with the bank, including all
         interest thereon and any and all break off costs, prepayment fees and
         other similar costs and fees payable to Unibank A/S upon an immediate
         settlement by the Group as of the Closing Date of all its debts to
         Unibank A/S and (2) an explicit statement that upon payment of such
         aggregate amount to the bank in immediately available funds and with
         value before 2 p.m. Copenhagen time on the Closing Date Unibank A/S
         will release and waive all pledges of the shares in the Subsidiaries
         and all other security rights held by it pertaining to the Group. (The
         Sellers shall use all reasonable efforts to cause that no later than
         three days prior to the Closing Date Unibank A/S shall have prepared
         and delivered to the Parties a pro forma calculation of the aggregate
         amount set forth herein).

9.       To the extent not delivered to the Buyer pursuant to clause 4.2,
         original copies of duly signed (on the date of or the day prior to the
         signing of this Agreement) legal opinions from SJ Berwin and Ozannes in
         the forms enclosed as Schedule 5.2.9 required to evidence the authority
                               --------------
         of the individuals representing (1) EQT Scandinavia Ltd. executing this
         Agreement on behalf of EQT and that EQT Scandinavia Ltd. has sufficient
         authority to legally bind EQT and (2) copies of such evidence which in
         the

                                                                23

         reasonable opinion of the Buyer is required to evidence the authority
         of the individuals representing the Management Shareholders when
         executing this Agreement on their behalf.

    10.  Deliver to the Buyer originals or certified copies of such documents
         which in the reasonable opinion of the Buyer are required to evidence
         that the Sellers have taken out insurance effective (at the latest) as
         from Closing with an insurance coverage and on such terms and
         conditions which have been approved by the Parties as part of their
         satisfaction (or waiver) of the conditions precedent set forth in
         clauses 4.1.1.5 and 4.1.2.5 (Insurance).

    11.  Four originals of the Escrow Agreement duly executed by the Sellers and
         the Escrow Agent.

    12.  Such other documents and/or actions which the Buyer may reasonably
         require in order to consummate and perfect the transaction contemplated
         by this Agreement.

5.3 At Closing the Buyer shall:

    1.   Day by wire transfer DKK 152,405,600 (One hundred and fifty two million
         four hundred and five thousand six hundred Danish Kroner) (herein
         referred to as the "Escrowed Amount") in cash into an escrow account
         (herein referred to as the "Escrow Account") with Nordea, Unibank A/S,
         Christiansbro 3, DK-0900 Copenhagen, or another well reputed

                                                                24

        Danish bank nominated by the Buyer and agreed upon by the Sellers
        (herein referred to as the "Escrow Agent") subject to the terms of the
        Escrow Agreement attached hereto as Schedule 5.3 (and subject to any
                                            ------------
        amendments which may be required by the Escrow Agent) as security for
        and the only means of payment of any claim caused by Sellers' breach of
        any of their obligations or undertakings under this Agreement, including
        any breach of any of the Sellers' representations and warranties in
        Section 6, except as specifically set forth herein with respect to any
        breach of the Sellers' representations in clauses 6.1.1 (Authority),
        6.1.2 (Organisation and qualification), 6.1.3 (Title to the Shares, the
        Treasury Shares etc.), 6.1.4 (Capitalisation), 6.1.5 (Subsidiaries),
        6.1.7 (Taxes), 6.1.8 c) - e) (Environmental issues) and 6.1.18 a)
        (Agreements allegedly in violation of competition rules).

2.      Pay in favour of the Sellers DKK 609,622,400 (Six hundred and nine
        million six hundred and twenty two thousand four hundred Danish Kroner)
        (equal to the Estimated Purchase Price less the amount deposited in the
        Escrow Account as set forth in clause 5.3.1), in cash in Danish Kroner
        by wire transfer to a bank account designated by the Sellers prior to
        Closing.

3.      Deliver to the Sellers certified copies of such documents which in the
        reasonable opinion of the Sellers are required to evidence that either
        the Buyer has caused the Group to pay its debt to Unibank A/S such as
        referred to in clause 5.2.8 or that an agreement has been entered
        between

                                                        25

            Unibank A/S and the Group and/or the Buyer to the effect that
            Closing will not constitute an event of default of the agreements
            between Unibank A/S and the Group.

        4.  Deliver to the Sellers certified copies of such corporate documents
            which in the reasonable opinion of the Sellers are required to
            evidence that the Buyer has full corporate power and all necessary
            authority to consummate the transaction contemplated by this
            Agreement and which are required to evidence the authority of the
            individuals executing this Agreement on behalf of the Buyer.

        5.  Deliver to the Sellers four originals of the Escrow Agreement duly
            executed by the Buyer.

        6.  Deliver such other documents and/or carry out such actions which the
            Sellers may reasonably require in order to consummate and perfect
            the transaction contemplated by this Agreement.

        The settlement of the Estimated Purchase Price as set forth above shall
        have the Closing Date as its value date and shall be in immediately
        available funds.

5.4     All the provisions of clauses 5.2 and 5.3 shall be deemed to be
        inter-conditional in all respects and title to the Shares and the
        Management Subscription Rights shall not pass to the Buyer until Closing
        has been perfected.

6.      REPRESENTATIONS AND WARRANTIES OF THE SELLERS

                                                        26

6.1    Except as disclosed in accordance with the principles set forth in clause
       9.2.3, effective as of the signing of this Agreement and with respect to
       clauses

       6.1.1               (Authority)

       6.1.2               (Organisation and qualification)

       6.1.3               (Title to Shares, the Treasury Shares etc.)

       6.1.4               (Capitalisation)

       6.1.5               (Subsidiaries)

       6.1.6               (Accounts)

       6.1.7 a)            (Taxes)

       6.1.8 a) and b)     (Real estate and environmental issues)

       6.1.10 a) and b)    (Employees)

       6.1.13              (Change of ownership)

       6.1.14 a)           (Conduct of Business after January 1, 2001)

       6.1.16 a), b) and f)(Material Contracts)

       6.1.17              (Radiometer Agreement)

       effective as of Closing as well, the Sellers - unless otherwise
       specifically stated herein - on a pro rata basis in proportion to their
       participation in the allocation of the Final Purchase Price - make the
       following representations and warranties to the Buyer:

6.1.1  Authority

                                                        27

       a)  Each of the Sellers represents and warrants with respect to itself,
           that its execution and delivery of this Agreement and the
           consummation by it of the transactions contemplated hereby have, to
           the extent legally required or required by corporate governance, been
           duly authorised by its board of directors, and this Agreement
           constitutes a valid and binding obligation enforceable against it in
           accordance with its terms, except as such enforceability may be
           limited by applicable bankruptcy, insolvency or other similar laws
           which affect the enforcement of creditors' rights in general.

       b)  There is no consent, approval or license from or any filing with or
           notice to any public authority required on the basis of the Sellers'
           status or circumstances alone for the execution and consummation of
           this Agreement and the transaction contemplated hereby.

6.1.2  Organisation and qualification

       a)  Each of the Company and the Subsidiaries is a corporation or a
           limited liability company duly organised, validly existing and in
           good standing under the laws of its jurisdiction of incorporation,
           with all requisite corporate power and authority to own, operate and
           lease its assets and to carry on its business as it is now being
           conducted.

6.1.3  Title to the Shares, the Treasury Shares etc.

                                                        28

        a)   Each of the Sellers represents and warrants with respect to itself,
             that it is the legal and beneficial owner of the part of the Shares
             and the Management Subscription Rights attributable to it as set
             forth in Schedule 0.9 and is capable at Closing of transferring the
             title to the relevant part of the Shares and the Management
             Subscription Rights to the Buyer free and clear of any lien, claim,
             charge, option or other encumbrance.

        b)   The Company is the legal and beneficial owner of the Treasury
             Shares and the Treasury Subscription Rights free and clear of any
             lien, claim, charge, option or other encumbrance.

6.1.4   Capitalisation

        a)   The Shares, the Treasury Shares, the Management Subscription Rights
             and the Treasury Subscription Rights have all been properly and
             validly issued once the amendment of the Company's Articles of
             Association, cf. the minutes of the extraordinary meeting of
             shareholders, cf. Schedule 6.1.4, have been registered by the
             Danish Commerce and Companies Agency, and the Shares and the
             Treasury Shares are fully paid.

        b)   The Shares and the Treasury Shares represent all of the Company's
             issued and outstanding share capital and together with the
             Management Subscription Rights and the Treasury Subscription Rights
             they represent all the equity interests in the Company.

                                                        28

        c)  With exception of the Management Subscription Rights and the
            Treasury Subscription Rights neither the Sellers, the Company nor
            the Subsidiaries have issued any warrants or any other instruments
            entitling any third party to acquire or subscribe for shares in the
            Company or any of the Subsidiaries.

6.1.5   Subsidiaries

        a)  Except as set forth in the Consolidated 2000 Accounts, the Company
            is - directly or indirectly - the legal and beneficial owner of the
            shares and all other equity interests in the Subsidiaries and such
            shares and equity interests are free and clear of any lien, claim,
            charge, option or other encumbrance.

        b)  Except as set forth in the Consolidated 2000 Accounts, neither the
            Company nor any Subsidiary has any ownership rights in any entity
            other than the ownership of the shares in the Subsidiaries and
            neither the Company nor any Subsidiary has agreed to acquire any
            direct or indirect ownership in other companies or entities.

        c)  None of the Subsidiaries have been dissolved or declared bankrupt
            and no resolution to dissolve any of these companies has been
            adopted by any Subsidiary. Neither has any petition for bankruptcy
            been filed against any Subsidiary.

6.1.6   Accounts

                                                                30

a)     The Consolidated 2000 Accounts have been prepared in accordance with the
       accounting provisions of the Danish Company Accounts Act
       ("Arsregnskabsloven") and with the Accounting Policies as well as on a
       consistent basis in respect of the consolidated accounts of the group (as
       defined in such accounts) for the preceding three financial years such as
       disclosed in the Due Diligence Documentation.

b)     The Consolidated 2000 Accounts give a true and fair view ("retvisende
       billede" as defined in the Danish Company Accounts Act) of the group's
       (as defined in such accounts) assets and liabilities, financial position
       and profit for 2000.

c)     The Draft Interim Accounts have in all material respects been prepared in
       accordance with the Accounting Policies and in all material respects in
       conformity with the principles applied when preparing the management
       accounts of the Group since 1 July 1998, it being agreed that the
       materiality standard used herein shall be DKK 1,500,000 (as the net
       effect).

d)     As of 31 December 2000 and as of 31 May 2001 each Group Company was and -
       except as disposed in the ordinary course of business or otherwise
       against a consideration reflecting market terms - still is the legal and
       beneficial owner of their respective assets reflected in the Consolidated
       2000 Accounts and the Draft Interim Accounts, respectively. Each Group
       Company has performed all such acts, which are necessary or

                                                                31

            reasonably advisable to perfect such Group Company's title in said
            assets.

        e)  Except as set forth in the Consolidated 2000 Accounts or in the
            Draft Interim Accounts, none of the assets of any Group Company are
            subject to any lien, charge or other encumbrance required to be
            accounted for in the annual accounts according to the Accounting
            Policies when taking into consideration that the Draft Interim
            Accounts do not contain any information which would be accounted for
            in the notes or in the directors' report included in the public
            annual accounts.

6.1.7   Taxes

        a)  All returns and all notices and information required to be filed or
            given by each Group Company in respect of any Taxes have been
            properly prepared, executed and duly filed or given within
            applicable time limits pursuant to applicable laws and regulations
            and all Taxes, including - but not limited to - any Taxes relating
            to transfer pricing within the Group, joint taxation (and any
            abortion thereof prior to Closing), internal restructuring
            transactions within the Group and incentive schemes - which (1) have
            become due or are to be paid with respect to the period ending
            December 31, 2000 (including all prior years) have been paid or
            provision for payment made in the Consolidated 2000 Accounts and (2)
            which have become due and payable at any time following 1 January
            2001, but prior to signing of this Agreement, have been paid when
            due

                                                                32

            and payable or provision for payment made in the Draft Interim
            Accounts.

        b)  Neither the Company nor any Subsidiary is involved in a dispute in
            relation to Tax. To the Knowledge of the Sellers, no such dispute is
            threatened against the Company or any Subsidiary and, to the
            Knowledge of the Sellers, there are no facts or circumstances which
            could reasonable be expected to form the basis of any such dispute.

        c)  The Company and the Subsidiaries have in all material respects
            properly operated their wage Tax system and accounted for Tax
            including social security payments as required by law, including by
            reporting and paying all such Taxes to the relevant authorities when
            due and payable.

        d)  To the Knowledge of the Sellers, there are no facts or circumstances
            that will prevent the Company and the Subsidiaries from in all
            material respects applying their existing transfer pricing
            principles (intra group) on the basis of their activities, practices
            and procedures applicable at the date of signing of this Agreement.

6.1.8   Real estate and environmental issues

        a)  Except for any real estate which may have been disposed of in the
            course of normal business or otherwise against a consideration
            reflecting market terms, the Company and each Subsidiary have good
            and marketable title to, or a valid leasehold interest in, the real
            estate re-

                                                                33

          flected in the Consolidated 2000 Accounts and the Draft Interim
          Accounts.

     b)   The real estate, including buildings and all fixed installations
          forming an integral part of such buildings, owned by the Group has in
          all material respects been legally erected and the present use by the
          Group of such real estate is lawful in all material respects.

     c)   To the Knowledge of the Sellers, the Company and the Subsidiaries have
          conducted their business in compliance with relevant environmental
          laws and environmental licenses.

     d)   Neither the Company nor any of the Subsidiaries are engaged in any
          dispute with a public authority relating to environmental laws and, to
          the Knowledge of the Sellers, no such dispute is threatened.

     e)   To the Knowledge of the Sellers, none of the premises presently or
          previously owned, leased or operated by any Group Company including,
          but not limited to, the premises situated at Fjeldhammervej
          17-23/Valh0js Alle 176, Roedovre, Denmark (title numbers 10-d, 10-k,
          10-m and 10-s Roedovre by, Roedovre) are in any material respects
          contaminated with any chemical, pollutant or other environmentally
          hazardous substance for which any Group Company is liable and, to the
          Knowledge of the Sellers, none of the premises presently owned, leased
          or operated by any Group Company are threatened to be registered as a
          chemical or other waste deposit.

                                                                34

6.1.9   Intellectual property rights

        a)  The Sellers, the Company and the Subsidiaries hold valid title or
            license to use all patents, designs, tradenames, trademarks
            (including all exclusive rights to the name "Struers") and know-how
            necessary for the Group to carry out its business in all material
            respects as presently conducted. All intellectual property rights
            held by the Group and which are registered with relevant public
            authorities are listed in Schedule 6.1.9.
                                      --------------

        b)  Neither the Company nor any of the Subsidiaries are engaged in any
            dispute in which any third party is claiming that any Group Company
            infringes the intellectual property rights of the third party and,
            to the Knowledge of the Sellers, no such dispute is threatened.

        c)  To the Knowledge of the Sellers, no third party is in any material
            way infringing any of the intellectual property rights necessary for
            the Group to carry out its business in all material respects as
            presently conducted.

6.1.10  Employees

        a)  All employment contracts with the employees of the Company and of
            the Subsidiaries have been entered into in the best interest of the
            relevant companies.

                                                                35

        b)  The employees of the Company and of the Subsidiaries have been
            employed on terms and conditions which in all material respects are
            consistent with normal practices in the relevant labour markets.

        c)  None of the key employees referred to in Schedule 6.1.10 have given
                                                     ---------------
            notice of termination of their employment relationship with the
            relevant Group Company or, to the Knowledge of the Sellers, made it
            known that they intent to give such notice of termination during the
            period ending on the first anniversary of the Closing Date.

        d)  None of the Group Companies are party to any dispute with any
            present or prior director or employee of the Group and, to the
            Knowledge of the Sellers, no such dispute is threatened.

6.1.11  Insurance

        a)  The insurance policies taken out by the Company and its Subsidiaries
            as set forth in Schedule 6.1.11 are in effect and all premium which
                            ---------------
            has become due and payable at the date of the signature of this
            Agreement has been paid.

        b)  There are no outstanding claims under any of the said insurance
            policies.

        c)  To the Knowledge of the Sellers, the Group has not received any
            advise from any actuary stating that the insurance policies referred
            to in clause

                                                                36

            6.1.11 a) in any material way involve an inadequate insurance
            coverage on the basis of the activities of the Group as presently
            conducted.

6.1.12  Litigation

        a)  Neither the Company nor any of the Subsidiaries are engaged in any
            litigation or arbitration and, to the Knowledge of the Sellers, no
            such litigation or arbitration is threatened.

        b)  The termination by Struers A/S on 13 September 1999 of its contract
            dated 8 November 1991 with EN-Equipamentos de Analise e Ensaio, Lda.
            (a Portuguese distributor) does not entitle the latter party to any
            damages or compensation except as provided for in the Consolidated
            2000 Accounts.

6.1.13  Change of ownership

        a)  To the Knowledge of the Sellers, the execution and delivery of this
            Agreement and the consummation of the transaction contemplated
            hereby will not

            1.  allow any third party to terminate, rescind or in any other way
                break off or modify any material contractual relationship with
                the Company or any Subsidiary,

                                                                37

            2.  entitle any director, manager or employee of the Company or any
                Subsidiary to receive any termination or severance payment from
                any Group Company, or

            3.  violate, conflict with or result in a violation or breach of the
                terms, conditions or provisions of any material agreement
                executed by the Company or any Subsidiary.

6.1.14  Conduct of Business after January 1, 2001

        a)  Since January 1, 2001 and until signing of this Agreement, the
            activities of the Company and each Subsidiary:

            1.  have been conducted only in the ordinary course, without any
                interruption or alteration in nature, scope or manner and
                consistent with past practices,

            2.  have not suffered any change or condition which, individually or
                in the aggregate, has had a material adverse effect upon the
                Group's condition (financial or otherwise), assets, liabilities
                or business, or

            3.  have not incurred any material obligations or liabilities
                (whether actual, contingent or other) outside the ordinary
                course of business,

            unless accounted for in the Draft Interim Accounts.

                                                                38

6.1.15  Compliance

        a)  To the Knowledge of the Sellers, each Group Company has in all
            material respects complied with all applicable laws, including - but
            not limited to - environmental, competition and labour laws and has
            in all material respects complied with all specific orders or
            rulings of any court and public authority issued against it and, to
            the Knowledge of the Sellers, no Group Company is under any
            investigation by any public authority nor has any such investigation
            been notified to any Group Company.

6.1.16  Material Contracts

        a)  No Group Company is party to any ongoing agreement with any third
            party, which agreement on an annual basis account for accruals and
            expenses for the relevant Group Company in excess of DKK 5,000,000
            (Five million Danish Kroner) and which agreement may not be
            terminated by the relevant Group Company with a written notice of
            twelve months at the most.

        b)  Each of the respective Group Companies has in all material respects
            fulfilled its obligations under material contracts to which it is
            party as and when due and payable.

        c)  The relevant third parties to material contracts with the respective
            Group Companies have in all material respects fulfilled their
            obligations under such contracts as and when due and payable.

                                                                39

        d)     All of the material contracts to which any of the Group Companies
               are party are in full force and effect, and, to the Knowledge of
               the Sellers, since 1 January 2001 no material contract to which
               any Group Company is/was party has been terminated by the
               relevant Group Company.

        e)     To the Knowledge of the Sellers, since 1 January 2001 none of the
               material contracts to which any Group Company is/was a party have
               been terminated by the relevant third party and, to the Knowledge
               of the Sellers, no such termination or breach is threatened.

        f)     All material contracts to which any Group Company is party have
               in all material respects been entered into on arms length terms
               and conditions and in the best interest of the relevant Group
               Company.

6.1.17  Radiometer Agreement

        a)     None of the Company's rights towards Radiometer A/S under the
               Radiometer Agreement have been waived or in any other way
               jeopardized by conduct, and the Company may invoke all rights
               provided to it against Radiometer A/S under the Radiometer
               Agreement subject to the terms of the Radiometer Agreement.

6.1.18  Agreements in Restraint of Competition

        a)     To the Knowledge of the Sellers, none of the Group Companies are
               party to or bound by any material contract or understanding or
               knowingly

                                                              40

               participating in any collective behaviour (i) involving an
               illegal restraint of free competition or (ii) which requires
               approval from or notification to any governmental or supra
               national authority or body.

          b)   The restraints on free competition consequential upon the
               agreements referred to in Schedule 6.1.18 will not result in (1)
               any penalty, fine or the like imposed by or payable to any public
               authority or (2) any damages payable to any third party - in both
               cases as a consequence of an investigation or other actions not
               initiated by the Buyer or the Group; it being agreed that the
               Buyer shall cause the Group to waive those of its rights under
               the agreements which are alleged to be contrary to competition
               law rules.

6.1.19    Representations and warranties not untrue

          a)   To the Knowledge of the Sellers, the representations and
               warranties in clauses 6.1.1 through 6.1.18 contain no materially
               untrue or misleading statement of fact or omit to state any
               material fact necessary to be stated herein in order to make the
               statements contained therein not misleading in any material way.

6.1.20    The Duty to Loyally Inform

          a)   By way of the Due Diligence Documentation, the management
               presentations, the information made available to the Buyer and
               its advisors during site visits, interviews, meetings or
               otherwise, the Sellers have com-

                                                              41

            plied with the principle of Danish law to loyally inform the Buyer
            of any material aspects of the business of the Company and the
            Subsidiaries which might reasonably be expected materially and
            adversely to affect the willingness of a buyer to purchase the
            Shares and the Management Subscription Rights on the terms of this
            Agreement (in Danish: "Saelgers loyale oplysningspligt").

7.     REPRESENTATIONS AND WARRANTIES OF THE BUYER

7.1    Effective as of the signing of this Agreement and as of Closing the Buyer
       represents and warrants the following to the Sellers:

7.11   Authority

       a)   Upon fulfilment of the conditions precedent in clauses 4.1.1.4
            and 4.1.2.4 (Board approval), the execution and delivery of this
            Agreement and the consummation of the transaction contemplated
            hereby will have been duly ratified and authorised by the Buyer's
            board of directors and no other corporate proceedings on the part
            of the Buyer will be necessary to authorise this Agreement or to
            consummate the transaction contemplated hereby.

       b)   This Agreement constitutes a valid and binding obligation of the
            Buyer enforceable against the Buyer in accordance with its terms,
            except as such enforceability may be limited by applicable
            bankruptcy, insolvency

                                                              42

               or other similar laws which affect the enforcement of creditors'
               rights in general.

          c)   There are no actions, claims or other proceedings or
               investigations pending or threatened against or involving the
               Buyer, which, individually or in the aggregate, prevent the Buyer
               from consummating the transaction contemplated by this Agreement
               or affect the validity or enforceability of this Agreement.

          d)   Subject to the fulfilment of the conditions precedent in 4.1.1.1
               and 4.1.2.1 there is no consent, approval or license from or any
               filing with or notice to any governmental authority or any third
               party necessary or required on the basis of the status or
               circumstances of the Buyer and the Group for the execution and
               consummation of this Agreement and the transaction contemplated
               hereby.

7.1.2     Organisation and qualification

          a)   The Buyer is a company duly organised, validly existing and in
               good standing under the laws of its jurisdiction of incorporation
               with all requisite corporate power and authority to own, operate
               and lease its assets and to carry on its business as it is now
               being conducted.

8.        ADDITIONAL COVENANTS

8.1       Interim relations

                                                              43

8.1.1.         Pending Closing the Sellers shall cause that the business of the
               Group is carried out in the ordinary course of business
               consistent with past practice so as to maintain the Group as a
               going concern and no action shall be taken or agreement entered
               which may have a material effect on the Group taken as a whole
               without the prior written consent of the Buyer, unless such
               action (1) has been envisaged in the budget for the financial
               year 2001 and (2) appropriate advance notice is given to the
               Buyer.

8.1.2          The Parties have decided to deal with the new lease contract
               which has been entered into by Struers Inc., but not ratified by
               its board of directors, as set forth in Schedule 8.1.2.
                                                       ---------------

8.1.3          Pending Closing the Buyer shall have access to the Key Employees
               referred to in Schedule 6.1.10 and to the distributors listed in
               Schedule 8.1.3 on the terms set forth in the latter Schedule.
               --------------
               Buyer shall otherwise have such access to the Group as will be
               mutually agreed upon.

8.2            Further assurances

               Each of the Parties shall execute such documents and take such
               actions as may be reasonably required to carry out the provisions
               of this Agreement and the transactions contemplated hereby.

8.3            Restrictive covenants

                                                              44

8.3.1          If this Agreement is terminated, irrespective of the cause for
               such termination, for a period of three years from such
               termination, the Buyer shall not, and shall cause each of the
               Buyer's Group Companies not to engage, employ, solicit or contact
               with the view to his or her engagement or employment any of the
               Key Employees referred to in Schedule 6.1.10.

8.3.2          Conditional upon Closing, for a period of three years from the
               Closing Date, EQT Scandinavia Ltd. (and its directors and
               officers) shall not, and shall not cause any third party to,
               engage, employ, solicit or contact with the view to his or her
               engagement or employment any of the Key Employees referred to in
               Schedule 6.1.10.

8.3.3          Any breach of the restrictive covenant in this Clause 8.3 shall
               incur an obligation to pay to the non-breaching Party as
               liquidated damages an amount equal to DKK 1,000,000 (One million
               Danish Kroner) for each instance of violation.

               If the violation consists of the maintenance of a condition in
               contravention of the restrictive covenant (as notified by the
               non-breaching Party), a violation shall be deemed to exist for
               each calendar month in which the violation occurs.

               Payment of liquidated damages shall not cause clause 8.3 to cease
               to have effect.

                                                              45

8.3.4          The Buyer shall also pay liquidated damages to the Sellers in
               case of any non-compliance with this clause by any other Buyer's
               Group Company.

8.3.5          Any remedies available pursuant to this clause 8.3 in case of a
               breach by EQT Scandinavia Ltd. shall only be enforceable against
               EQT Scandinavia Ltd. without any liability for the Sellers.

9.             REMEDIES

9.1            General

9.1.1          The Parties - unless otherwise specifically set forth herein, the
               Sellers pro rata in proportion to their participation in the
               allocation of the Final Purchase Price - hereby undertake to
               indemnify each other for all Losses actually suffered by each
               other as a result of any breach of the representations and
               warranties of the Parties under this Agreement subject to the
               terms hereof.

9.1.2          In case of any Claims regarding any breach of clauses 6.1.1 a)
               (Authority) or 6.1.3 (Title to the Shares, the Treasury Shares
               etc.) which is duly notified to the Sellers and which is not
               remedied by the Sellers or mitigated by the Buyer as set forth in
               clause 9.7, the Buyer shall have the right to rescind this
               Agreement, in whole or in part.

9.1.3          In case of any Claims regarding any breach of clauses 6.1.1
               (Authority), 6.1.2 (Organisation and qualification), 6.1.3 (Title
               to the Shares, the Treasury Shares etc.), 6.1.4 (Capitalisation)
               or 6.1.5 (Subsidiaries) duly notified to the

                                                              46

               Sellers prior to the seventh anniversary of the Closing, the
               Buyer shall - subject to the other terms of this Agreement - be
               entitled to be indemnified by the Sellers on a joint and several
               basis. However, each Seller shall not be liable towards the Buyer
               or otherwise be required to make any payment to the Buyer with
               respect to any such breach to the extent that the Seller's
               aggregate liability and the aggregate payments made on its behalf
               under this Agreement exceed the Seller's participation in the
               Final Purchase Price calculated on the basis of the principles
               set forth in Schedule 2.3.

9.1.4          In case of any Claims regarding any breach of clauses 6.1.1 a)
               (Authority) or 6.1.3 (Title to the Shares, the Treasury Shares
               etc.) duly notified to the Sellers on the seventh anniversary of
               the Closing Date or later, the Buyer shall - subject to the other
               terms of this Agreement - be entitled to be indemnified by the
               Sellers on a joint and several basis. However, each Selller shall
               bot be liable towards the Buyer or otherwise be required to make
               any payment to the Buyer with respect to any such beach to the
               extent that the Seller's aggregate liability and the aggregate
               payments made on its behalf under this agreement exceed the
               Seller's participation in the Final Purchase Price calculated on
               the basis of the principles set forth in Schedule 2.3.

9.2            Claims

9.2.1          In order to be valid, any claims made by the Buyer under this
               Agreement (herein referred to as a "Claim") shall be notified
               in writing to the Sellers as follows:

                                                              47

     1.   Each Claim shall state its specific grounds and the estimated amount
          claimed and shall, to the extent available to the Buyer, be
          accompanied by all written documentation necessary to reasonably
          support the Claim,

     2.   to the extent that the basis for the Claim falls within the subject
          matters of clauses

          3.3         (Joint taxation),
          3.4         (Division of Radiometer GmbH),
          8.3 a) - f) (Authority, Title, The SPG Companies, Share Capital,
                      Options and Other Rights and Constituent Documents),
          8.3 q)      (Environmental Matters), or
          12.6        (Liability for Taxes).

          of the Radiometer Agreement or other remedies are available to the
          Company under the Radiometer Agreement, the Claim shall be accompanied
          by evidence that the Company has timely given the relevant
          corresponding notice to Radiometer A/S of its claim under the
          Radiometer Agreement (Claim Notice), and

     3.   each Claim shall be notified in writing by the Buyer to the Sellers no
          later than 45 days after the Buyer has become aware or ought to have
          become aware of all material circumstances giving rise to the Claim.

                                                              48

 9.2.2         Claims of a general nature which do not identify the grounds on
               which they are based or are not accompanied by the documentation
               set forth in 9.2.1.1 and 9.2.1.2 shall not be considered as valid
               under this Agreement. Furthermore, failure to give notice of any
               Claim within the time period specified in clause 9.2.1.3 shall
               automatically result in the Claim being forfeited by the Buyer.

               If the Sellers dispute a Claim notified by the Buyer under this
               Agreement, the Buyer shall request arbitration in accordance with
               clause 10.14 and serve its written complaint (in Danish
               "klageskrift") on the Sellers within 45 days after the Buyer has
               received notice that the Sellers dispute the Claim. The written
               complaint shall include the Buyer's statement of its Claim and
               all material arguments and documents supporting the Claim.
               Failure to observe the time limit set forth herein shall
               automatically result in the Claim being forfeited by the Buyer.

               The Parties shall use all reasonable efforts to ensure that the
               arbitration procedure shall progress as swiftly as possible and
               the award shall, to the extent possible, be made within 6 months
               of the notice of arbitration has been given.

 9.2.3         The Buyer shall not be entitled to make any Claims with respect
               to any breach of the Sellers' representations and warranties in
               Section 6 if, and to the extent, all material facts forming the
               basis for such Claims have been (1) fairly disclosed in the Due
               Diligence Documentation and in a reasonable manner, (2)

                                                              49

             disclosed fairly and in a reasonable manner in any other way by the
             Sellers or (3) otherwise within the Buyer's Knowledge as of the
             signing of this Agreement. Schedule 9.2.3 consist of the due
                                        --------------
             diligence reports prepared by the Buyer's advisors for the benefit
             of the Buyer. Such reports reflect Buyer's Knowledge, but the
             Sellers shall not in any way be prevented from or limited in
             establishing that Buyer's Knowledge comprises other information as
             well.

             This limitation of the Buyer's right to make Claims against the
             Sellers shall not apply (irrespective of any disclosure made) to
             Claims resulting from a breach of the Sellers' representations and
             warranties in clauses 6.1.3 (Title to the Shares, the Treasury
             Shares etc.), 6.1.7 (Taxes), 6.1.8 c) - e) (Environmental issues),
             6.1.12 b) (Portuguese distributor) and 6.1.18 b) (Agreements
             allegedly in violation of competition rules).

     9.2.4   The Buyer shall not be entitled to any indemnification from the
             Sellers with respect to any Claim for Losses suffered as a
             consequence of any breach of clauses 6.1.8 c) - e) (Environmental
             issues) unless the Claim is

             1.  caused by an order of a competent governmental authority made
                 ex officio by such authority and provided that the order cannot
                 be appealed,

             2.  caused by a third party (a neighbour, an employee or another
                 third party having a legally protected interest in making a
                 claim against the Group in respect of environmental issues.
                 (For the avoidance of doubt, third party shall not comprise the
                 Buyer or any Group Company)), or is

                                                                50

             3.  caused by any environmental remedial action necessary for the
                 Group to carry on its business in the ordinary way, including
                 by adding to or changing existing buildings.

     9.3     Dead-line for submission of Claims

     9.3.1   The Sellers shall have no liability under this Agreement with
             respect to any Claim notified to the Sellers subsequent to 18
             months after the Closing Date, provided, however, that the Sellers
             shall be liable for any Claim resulting from a breach of

             1.  clauses 6.1.7 (Taxes), 6.1.8 c) - e) (Environmental issues) and
                 6.1.18 b) (Agreements allegedly in violation of competition
                 rules), if such Claim has been duly notified to the Sellers
                 prior to 60 months after the Closing Date (the fifth
                 anniversary of the Closing Date).

             2.  clauses 6.1.1 (Authority), 6.1.2 (Organisation and
                 qualification), 6.1.3 (Title to the Shares, the Treasury Shares
                 etc.), 6.1.4 (Capitalisation) and 6.1.5 (Subsidiaries) if such
                 Claim has been duly notified to the Sellers prior to the
                 seventh anniversary of the Closing Date unless set forth in
                 clause 9.3.1.3.

             3.  Clauses 6.1.1 a) (Authority) and 6.1.3 (Title to the Shares,
                 the Treasury Shares etc.) without any limitation in time,
                 provided that any such Claims shall be duly notified to the
                 Sellers in accordance with clause 9.2.1 - 9.2.3.

                                                                51

     9.4     Third party claims, claims under the Radiometer Agreement and
             environmental claims

     9.4.1   In the event any third party asserts any claim, based on which a
             Claim is notified to the Sellers, the Sellers (acting as one party)
             shall have the right, at their election, risk and expense, to
             control the defence of such third party claim by giving notice
             within 30 days from the date of the Claim having been notified to
             the Sellers.

     9.4.2   The Buyer shall cause the relevant company within the Group to
             co-operate with the Sellers and with any counsel appointed by the
             Sellers. The Buyer shall cause that such third party claims and any
             counterclaims are not settled and that no liability is admitted
             without the prior written consent of the Sellers.

     9.4.3   The Sellers shall keep the Buyer informed in reasonable detail
             during the defence of any such third party claim.

     9.4.4   Without the prior consent of the Buyer, the Sellers shall not be
             entitled to enter into any settlement agreement with the third
             party in the name of the relevant Group Company nor to make any
             concessions on behalf of the latter company having a material
             impact (financial or otherwise) on the relevant Group Company. If
             the Buyer withholds its consent to a settlement proposal etc.
             submitted by the Sellers, the Buyer's Claim against the Sellers
             shall be reduced to the amount by which the Sellers would otherwise
             have been entitled to release themselves from the Buyer's Claim.

                                                                52

     9.4.5   Clause 9.4.1 - 9.4.4 shall apply mutatis mutandis to any potential
             claim by the Company against Radiometer A/S under the Radiometer
             Agreement in the sense that the Sellers shall have the right to
             control any such claim against Radiometer A/S, if a corresponding
             Claim is notified to the Sellers.

     9.4.6   In case of any Claim regarding environmental issues, the Sellers
             shall have the right to appoint the contractors who shall perform
             the remedial actions, if any.

     9.5     Losses

     9.5.1   Any Loss for which a Claim is notified to the Sellers shall be
             calculated subject to the following principles and otherwise in
             accordance with the laws and general rules of law of Denmark:

             1.  Only Losses which have been effectively sustained by the Buyer,
                 the Company or by any of the Subsidiaries shall qualify for
                 indemnification;

             2.  the effect of any realized Tax benefit or saving by the Buyer
                 and the Group as a result of the Claim shall be deducted when
                 calculating the Loss;

             3.  the amount of any compensation or other recovery (including
                 without limitation insurance proceeds (net of any insurance
                 premiums paid on the relevant insurance after the Closing Date)
                 and any payment by Radiometer A/S pursuant to the Radiometer
                 Agreement) actually paid to or

                                                                53

          otherwise credited the Buyer, the Company and/or the Subsidiaries
          shall be deducted when calculating the Loss. If a Claim has been
          settled by the Sellers and the relevant company subsequently recovers
          any payment or compensation with respect to such Claim the Buyer shall
          pay to the Sellers the amount so recovered;

     4.   the occurrence of or increase of a Loss being the direct consequence
          of any changed law or accounting principles adopted subsequent to the
          Closing Date shall be disregarded;

     5.   the occurrence of or the increase of a Loss being the result of any
          omission to avoid or mitigate the Loss on the part of the Buyer, the
          Company and/or the Subsidiaries subsequent to the Closing Date shall
          be disregarded;

     6.   no Loss has been suffered to the extent that a provision regarding the
          subject of the Claim has been made in the Consolidated 2000 Accounts
          or in the Draft Interim Accounts;

     7.   any indemnification to be made by the Sellers shall equal the amount
          of the Loss actually sustained by the Company or by the Subsidiaries
          without taking into consideration any multiple based on price earnings
          or similar ratios;

     8.   only direct Losses shall be eligible for indemnification by the
          Sellers;

                                                                54

             9.   in calculating whether or not a Loss exceeds the thresholds in
                  clause 9.6, Losses sustained in foreign currencies shall be
                  converted into DKK at the time when the Losses have occurred
                  (not the acts etc. causing the Losses);

             10.  to the extent that a Loss that would otherwise have been
                  claimable against the Sellers has been accounted for in favour
                  of the Buyer when calculating the Final Purchase Price, such
                  Loss shall be disregarded;

             11.  Losses with respect to any breach of clause 6.1.8 c) - e)
                  (Environmental issues) shall only be eligible for
                  indemnification to the extent that the Loss is limited to (1)
                  the remedial actions necessary to allow the Group to continue
                  a business of the same nature as conducted as of the Closing
                  Date, (2) the zoning status of the relevant contaminated
                  premises as of the Closing Date and (3) any damages payable to
                  any of the third parties referred to in clause 9.2.4;

             12.  only Losses exceeding the threshold of DKK 350,000 set forth
                  in clause 9.6.1.2 regarding individual Claims shall qualify
                  for indemnification, but for the full amount (from the first
                  Danish Krone).

     9.5.2   Any payment by the Sellers to the Buyer as a result of a Claim
             shall be regarded as a reduction of the Final Purchase Price (a
             Krone for Krone reduction of the Final Purchase Price).

     9.6     Principles for determining the indemnification

                                                                55

     9.6.1   The Sellers shall only be liable for indemnification provided that

             1.  the aggregate Claims exceed DKK 7,500,000 (Seven million five
                 hundred thousand Danish Kroner ), and then only for the portion
                 of the aggregate Claims exceeding DKK 5,000,000 (Five million
                 Danish Kroner) (a deductible), and

             2.  only individual Claims exceeding DKK 350,000 (Three hundred and
                 fifty thousand Danish Kroner) such as notified and calculated
                 in accordance with the terms of this Agreement shall be
                 considered when determining whether or not the threshold equal
                 to DKK 7,500,000 is exceeded.

             The thresholds and the deductible set forth herein shall not apply
             to any Claims regarding the representations and warranties in
             clauses 6.1.1 (Authority), 6.1.2 (Organisation and qualification),
             6.1.3 (Title to the Shares, the Treasury Shares etc.), 6.1.4
             (Capitalisation) and 6.1.5 (Subsidiaries), 6.1.7 (Taxes), 6.1.8 c)
             - e) (Environmental issues) and 6.1.18 b) (Agreements allegedly in
             violation of competition rules). Only the threshold set forth in
             clause 9.6.1.2 regarding individual Claims shall apply to any
             Claims regarding the representation and warranty in clause 6.1.12
             b) (Portuguese distributor).

     9.6.2   Except as set forth in this clause or in clause 9.6.3, the maximum
             aggregate indemnification claimable against the Sellers shall in no
             event exceed

                                                                56

     1.   DKK (An amount equal to 20 percent of the Final Purchase Price,
          however, a minimum of DKK 160,000,000 ) in respect of Claims made
          prior to 18 months after the Closing Date,

     2.   DKK (An amount equal to 7.5 percent of the Final Purchase Price,
          however, a minimum of DKK 60,000,000 ) in respect of Claims made
          during the period 18 months to a date prior to 36 months after the
          Closing Date,

     3.   DKK (An amount equal to 5 percent of the Final Purchase Price,
          however, a minimum of DKK 40,000,000 ) in respect of Claims made
          during the period 36 months to a date prior to 48 months after the
          Closing Date,

     4.   DKK (An amount equal to 2.5 percent of the Final Purchase Price,
          however, a minimum of DKK 20,000,000 ) in respect of Claims made
          during the period 48 months to a date prior to 60 months after the
          Closing Date.

     Irrespective of any release of funds from the Escrow Account, the maximum
     aggregate indemnification in case of any breach of clauses 6.1.7 (Taxes),
     6.1.8 c) - e) (Environmental issues) and 6.1.18 b) (Agreements allegedly in
     restraint of competition rules) shall remain DKK (An amount equal to 20
     percent of the Final Purchase Price, however, a minimum of DKK 160,000,000)
     less the aggregate amounts of any other Claims settled in favour of the
     Buyer.

                                                                57

            For the avoidance of doubt the maxima are not cumulative and the
            Buyer shall not be entitled to any indemnification in excess of the
            amount, which at any point in time has not been released from the
            Escrow Account, unless otherwise set forth in clause 9.6.4.

     9.6.3  Clause 9.6.2 shall not apply to any Claims regarding any breach of
            clauses 6.1.1 (Authority), 6.1.2 (Organisation and qualification),
            6.1.3 (Title to the Shares, the Treasury Shares etc.), 6.1.4
            (Capitalisation) and 6.1.5 (Subsidiaries) as such Claims and
            liability for the Sellers shall be limited as set forth in clauses
            9.1.3 and 9.1.4.

            As a consequence of the deductible equal to DKK 20,000,000 regarding
            the insurance referred to in clause 4.1.2.5, the Sellers undertake
            to ensure that at any time during 60 months after the Closing Date
            the Escrowed Amount as a minimum equals DKK 20,000,000, or if the
            insurance deductible becomes a lower amount then such lower amount.
            However, the Sellers shall not make any payment hereunder in excess
            of said deductible. In case the Sellers have to make any payment to
            the Escrow Account as a consequence hereof such payment shall only
            serve as security for payment of any breach of the Sellers
            representations and warranties in clauses 6.1.1 (Authority), 6.1.2
            (Organisation and qualification), 6.1.3 (Title to the Shares, the
            Treasury Shares etc.), 6.1.4 (Capitalisation) and 6.1.5
            (Subsidiaries). In case of any agreed breach or breach according to
            an Arbitrational Award pursuant to clause 10.14 regarding any of the
            latter five representations and warranties the Buyer shall be
            en-

                                                                58

             titled to enforce the part of its Claim that corresponds to the
             deductible under the insurance directly against the Sellers without
             having to make any Claim for payment under the Escrow Agreement.
             However, if the Buyer so choses, an amount equal to the amount paid
             into the Escrow Account under this clause 9.6.3 in order to make
             the Escrowed Amount equal DKK 20,000,000 shall be released in
             favour of the Sellers when payment of an amount equal thereto has
             been made in favour of the Buyer.

     9.6.4   The settlement by the Sellers of any Claim under this Agreement
             shall take place by way of a release of the relevant amount from
             the Escrow Account to the Buyer. To the extent the Claims referred
             to in clauses 9.1.3 and 9.1.4 or with respect to any breach of
             clauses 6.1.7 (Taxes), 6.1.8 c) - e) (Environmental issues) and
             6.1.18 b) (Agreements allegedly in restraint of competition rules)
             may not be satisfied by way of a release from the Escrow Account
             the excess shall be paid by the Sellers to the Buyer on the terms
             and subject to the limitations otherwise set forth herein.

     9.7     Mitigating matters

     9.7.1   The Buyer shall use all reasonable efforts to mitigate any Loss for
             which a Claim is notified to the Sellers and the Buyer shall cause
             that the Company and the Subsidiaries do the same, including by way
             of making and pursuing relevant claims under the Radiometer
             Agreement and by exercising any mandatory or other right of
             redemption in case of any lack of title to shares or other equity
             instruments.

                                                                59

     9.7.2   In the event of a Claim in respect of a matter which in the
             Sellers' reasonable opinion is capable of cure, the Sellers shall
             have the right, exercisable upon written notice to the Buyer, to
             attempt to cure within a reasonable period of time the matter
             resulting in the Claim.

     9.8     Exclusive remedies

     9.8.1   Except as specifically stated in this Agreement the Sellers do not
             make any representation nor give any warranty, express or implied,
             to the Buyer.

     9.8.2   Except as otherwise specifically provided for in this Agreement the
             remedies provided for in Section 9 shall be the exclusive remedies
             of the Buyer with respect to any breach of any representation or
             warranty made by the Sellers in this Agreement. In particular the
             Buyer hereby renounces any right that it may have, or subsequently
             acquire, under the laws of Denmark to otherwise rescind this
             Agreement or to claim a proportional reduction of the Purchase
             Price (in Danish "forholdsmaessigt afslag").

     9.8.3   Notwithstanding anything to the contrary herein, the provisions in
             this Section 9 limiting or reducing any of the Buyer's remedies
             otherwise available to the Buyer under Danish law shall not apply
             in any circumstance where the breach of a representation, warranty,
             covenant or agreement by the Sellers arises out of or as a result
             of fraud or wilful misrepresentation, wilful concealment, wilful
             misstatement or other similar conduct of the Sellers or of any of
             the Sellers' officers, directors or employees, but the exception
             set forth in this clause

                                                                60

             shall only apply to the Seller committing the fraud, the wilful
             misrepresentation, the wilful concealment, the wilful misstatement
             or the other similar conduct and to any other Seller being aware
             hereof at the time of signing of this Agreement.

     10.     OTHER PROVISIONS

     10.1    Entire Agreement

             This Agreement supersedes any oral or prior written agreement or
             understanding between the Parties, undertaking, representation and
             warranty of any kind with respect to all matters referred to in
             this Agreement.

     10.2    Confidentiality

     10.2.1  Information acquired by the Parties regarding each other or
             regarding any Group Company in connection with the negotiations
             for, entering into, and the consummation of this Agreement shall be
             deemed to be confidential information, which the Parties are,
             without limit of time, not entitled to use or pass on to any third
             party except

             1.  with prior written consent of the other Party;

             2.  as may be required by law, applicable accounting or stock
                 exchange regulations (in accordance with the Buyer's normal
                 practices) or order of

                                                                61

          a court of competent jurisdiction or required to fulfil the conditions
          precedent of this Agreement; and

          3.  to its auditors, legal counsel and other advisors who are required
              by law or written agreement to observe secrecy.

          Any disclosure pursuant to clause 10.2.1.2 requires prior notice to
          and consultation with the other Party.

          Upon Closing the Confidentiality Undertaking executed by the Buyer
          with respect to the transaction contemplated by this Agreement shall
          cease to have effect and the Sellers waive all claims against the
          Buyer under such undertaking. The wording set forth below in this
          clause is a consequence of such termination.

          Except as otherwise set forth in this Agreement, neither EQT
          Scandinavia Ltd., Downer & Company, any of the Sellers' other advisors
          or consultants (including, but not limited to, KPMG C. Jespersen and
          Kromann Reumert) nor the Sellers shall be deemed to have made any
          representation or warranty as to the accuracy or completeness of the
          Due Diligence Documentation or any other information furnished to the
          Buyer. Moreover, except as otherwise set forth in this Agreement, EQT
          Scandinavia Ltd., Downer & Company, any of the Sellers' other advisors
          or consultants (including, but not limited to, KPMG C. Jespersen and
          Kromann Reumert) and their respective directors, officers, employees
          and agents and the Sellers and their respective directors, officers,
          employees

                                                                62

             and agents shall not have any liability towards the Buyer or any of
             the Buyer's representatives, advisors or consultants arising from
             any use of the Due Diligence Documentation or any other information
             furnished to the Buyer, its representatives, advisors or
             consultants. The waiver set forth herein shall not apply in case of
             any fraud, wilful misrepresentation, wilful concealment, wilful
             misstatement or other similar conduct.

     10.2.2  For purpose of this clause, the requirement as to observe
             confidentiality shall not apply to any information which

             1.  was available to the general public at the time of its
                 disclosure;

             2.  becomes available to the general public other than as a result
                 of any non-compliance with this clause;

             3.  is provided to the disclosing Party by a third party who is
                 lawfully in possession of such information and who has a lawful
                 right to disclose it;

             4.  was in the possession of the disclosing Party at the time of
                 the execution of the Confidentiality Undertaking by the Buyer
                 regarding the transaction contemplated by this Agreement; or

             5.  was independently developed by the disclosing Party.

     10.2.3  Each Party shall cause its respective employees, agents and
             representatives not to disclose to any third party or to use or
             exploit for any purpose whatso-

                                                                63

             ever any such information which the Party itself is prohibited from
             disclosing or using pursuant to this clause 10.2.

     10.3    Publicity

     10.3.1  The Parties will each prepare a press release. Said press releases
             shall be released to their addressees upon fulfilment (or waiver)
             of the conditions precedent in clauses 4.1.1.4 and 4.1.2.4 (Board
             approval) and subject to prior co-ordination between the Parties.

     10.3.2  The Parties agree that the terms and conditions of this Agreement
             shall not be made public except as may be required by applicable
             law or regulation, including stock exchange regulations of the
             exchange upon which their securities are traded in which case the
             Parties shall seek to agree on the wording of any such releases,
             but failing such agreement the Buyer shall be entitled to make the
             announcement so required.

                                                                64

10.4           Severalibility

10.4.1         This Agreement shall be interpreted insofar as possible in
               accordance with the laws of Denmark. Should one or more of the
               provisions of this Agreement cease to apply or be modified as a
               result of invalidity, voidability or for other reason this shall
               not affect the validity of the remaining provisions of this
               Agreement.

10.4.2         If one or more of the provisions of this Agreement are held to be
               contrary to the rules of the laws of Denmark or the laws of any
               jurisdiction which cannot be dispensed with by agreement, the
               Parties agree that the provision(s) shall be modified and shall
               apply with such contents as may be validly agreed and that the
               remaining provisions of this Agreement shall still be applicable.

10.5           Notices and process agent

10.5.1         All the notices, including service of process, between the
               Parties concerning matters arising out of this Agreement shall be
               sent by ordinary post or fax and be confirmed by registered
               letter within 48 hours after transmission to the following
               addresses unless these are changed to another address with a
               notice of at least 5 days:

                                                              65

           For the Sellers:                     EQT Scandinavia Ltd.
                                                Att.: David Jeffreys, Director
                                                 PO Box 626
                                                National Westminster House
                                                Le Truchot
                                                St Peter Port
                                                Guernsey
                                                Channel Islands
                                                GY1 4PW
                                                Fax (+44) 1481 728493

           with a copy to:                      EQT Partners A/S
                                                Att.: Bjorn Hoi Jensen, Partner
                                                Gronningen 15
                                                1270 Copenhagen K
                                                Fax (+45) 33 12 18 36

           For the Buyer:                       Roper Industries, Inc.
                                                Shan Cronk, Vice President and
                                                General Counsel
                                                160 Ben Burton Drive
                                                Bogart, GA 30622
                                                United States of America
                                                Fax (+1) 706 353 6496

                                                              66

   10.5.2      In all matters arising out of this Agreement, the Sellers shall
               vis-a-vis the Buyer act as one party and shall appoint one legal
               advisor to represent all of the Sellers in any dispute involving
               the Buyer, except that any Seller having a conflict of interest
               with one or more of the other Sellers in such dispute may elect
               its own legal advisor. The Sellers have hereby appointed EQT
               Scandinavia Ltd. as their representative under this Agreement
               vis-a-vis the Buyer.

   10.6        Binding effect and no assignment

   10.6.1      This Agreement shall be binding upon and inure to the benefit of
               the Parties and their respective successors.

   10.6.2      This Agreement may not be assigned in whole or in part by any
               Party without the consent of the other Party or by operation of
               law.

   10.7        Expenses

               Each Party shall bear the fees and other expenses payable to its
               own advisors incurred in connection with negotiating, delivering
               and consummating this Agreement. The Sellers shall pay the fees
               and expenses payable to (1) Downer & Company, (2) KPMG C.
               Jespersen and (3) Kromann Reumert incurred by the Sellers and/or
               any Group Company in relation to the preparation, negotiation and
               consummation of this Agreement. The Buyer shall pay the fees and
               ex-

                                                              67

               penses payable to the auditors auditing the Closing Statement as
               set forth in clause 3.1.

   10.8        Waiver and amendments

               This Agreement may be amended and the terms hereof may be waived
               only by written instrument signed by the Parties or in the case
               of a waiver, by the Party waiving its rights under this
               Agreement.

   10.9        Headings

               The headings inserted are for convenience and reference only and
               shall not be used to construe or interpret this Agreement.

   10.10       Interpretation

               The Parties have participated jointly in the negotiation and
               drafting of this Agreement and the Schedules hereto. In the event
               of any ambiguity or question of intent or interpretation arises,
               this Agreement and any of the Schedules hereto shall be construed
               as if drafted jointly by the Parties and no presumption or burden
               of proof shall arise favouring or disfavouring any Party by
               virtue of the authorship of any of the provisions of this
               Agreement or any of the Schedules hereto.

                                                              68

   10.11    Survival

            Sections 10 (Other Provisions) and clauses 4.2 (Consequences of the
            conditions precedent) 6.1.1 and 7.1.1 (Authority), 6.1.2 and 7.1.2
            (Organisation and qualification), 8.3 (Restrictive covenant) and 9.8
            (Exclusive remedies) shall survive termination of this Agreement
            irrespective of the cause of such termination.

   10.12    Exclusivity

            Effective as from signing of this Agreement and until the
            termination of this Agreement, irrespective of the cause of such
            termination, the Sellers agree not actively to pursue, including by
            way of (re)initiating or continuing negotiations with any other
            potential buyer of the Shares or the shares in any of the
            Subsidiaries, or to sign any other agreement with any third party
            regarding a sale of the Shares or the shares in any of the
            Subsidiaries. In case of any breach hereof resulting in the
            Agreement being terminated by either Party, the Sellers agree to pay
            to the Buyer an amount equal to USD 2,500,000 (Two million five
            hundred thousand Dollars of the United States of America) with
            addition of any costs and fees payable to the Buyer's external
            advisors with respect to services rendered to the Buyer subsequent
            to signing of this Agreement pertaining to its consummation.

   10.13    Release and waiver

                                                              69

            Conditional upon Closing the Sellers hereby release the Group from
            any and all claims that the Sellers may hold at the Closing Date
            against the Group in their capacity as (former) shareholders or
            holders of any other equity interests in the Company.

  10.14     Governing law and arbitration

  10.14.1   This Agreement and any dispute or claim arising out of or in
            connection with this Agreement shall be governed by and construed in
            accordance with the laws of Denmark.

  10.14.2   With exception of any dispute to be finally resolved in accordance
            with Section 3, any dispute or claim arising out of or in connection
            with this Agreement shall be finally settled in accordance with the
            "Rules of procedure of the Danish Institute of Arbitration
            (Copenhagen Arbitration)".

            The Court of Arbitration shall be composed of three arbitrators. The
            Buyer and the Sellers (jointly) shall each appoint one arbitrator
            and the Copenhagen Arbitration shall appoint the third arbitrator
            who shall be the chairman of the Court of Arbitration. If a Party
            has not appointed an arbitrator within 30 days of having requested
            or received notice of the arbitration, such arbitrator shall be
            appointed by the Copenhagen Arbitration.

            The place of arbitration shall be Copenhagen.

                                                              70

            The language of the arbitration shall be English.

            The Court of Arbitration shall award the Parties legal costs and
            divide the costs payable to the Court of Arbitration in proportion
            to the Court of Arbitration ruling in favour of the claims and
            statements made by the Parties.

    10.15   Schedules

            Schedule      0.1:     Direct investors and limited partnerships.
            Schedule      0.2:     The Management Shareholders.
            Schedule      0.3:     Consolidated 2000 Accounts.
            Schedule      0.4:     Principles for calculating the Consolidated
                                   Interest Bearing Net Debt.
            Schedule      0.5:     Draft Interim Accounts.
            Schedule      0.6:     Due Diligence Documentation.
            Schedule      0.7:     Sellers' Knowledge.
            Schedule      0.8:     Buyer's Knowledge.
            Schedule      0.9:     Management Subscription Rights and division
                                   of Shares.
            Schedule      0.10:    Definition of Material Adverse Effect (as
                                   used in Section 4).
            Schedule      0.11:    Radiometer Agreement.
            Schedule      0.12:    Subsidiaries.
            Schedule      0.13:    Treasury Subscription Rights.
            Schedule      0.14:    Principles for calculating the Working
                                   Capital.

                                                              71

            Schedule      2.3:       Allocation principles and calculation of
                                     the Estimated Purchase Price.
            Schedule      2.4:       Comfort Letter.
            Schedule    5.2.9:       Legal opinion forms
            Schedule      5.3:       Escrow Agreement.
            Schedule    6.1.4:       Minutes of extraordinary meeting of
                                     shareholders.
            Schedule    6.1.9:       Registered intellectual property rights.
            Schedule   6.1.10:       Key employees.
            Schedule   6.1.11:       Insurance policies.
            Schedule   6.1.18:       Agreements restricting competition.
            Schedule    8.1.2:       US lease.
            Schedule    8.1.3:       Access to the Group pending Closing.
            Schedule    9.2.3:       Due diligence reports.

   10.16    Signatures

            This Agreement has been executed in three original copies and one
            copy has been given

                                                              72

           to each of the Buyer, EQT and the Management Shareholders.

                              Copenhagen, 9 July 2001

           For Roper Industries Inc.:         On behalf of the direct investors
                                              and the limited partnerships set
                                              forth in Schedule 0.1: For EQT
                                              Scandinavia Ltd.:

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

           On behalf of the Management Shareholders set forth below and in
           Schedule 0.2 (according to power of attorney:

            -------------------------------    -------------------------------
                     Klaus Kisboll                      Steen Jensen

            -------------------------------    -------------------------------
                    Anders Eskling                      Russel Owens

                                                              73

           -------------------------------     -------------------------------
                   Satoshi Hidaka                        Emeric Dubar

           -------------------------------     -------------------------------
                   Morten Damgaard                       Chris Sopko

           -------------------------------     -------------------------------
                    Steve Glancy                         John McEwan

           -------------------------------     -------------------------------
                   David Humphries                      Alan McWilliam

           -------------------------------     -------------------------------
                     Stuart Bain                        Anne Pedersen

           -------------------------------     -------------------------------
                 Erik Hjarner Olsen                    Michael Merrild

                                                              74

         -------------------------------      -------------------------------
                 Bente Freiberg                         R. Sakamoto

         -------------------------------      -------------------------------
                   T. Hayafune                         Per Buus 0ding

         -------------------------------      -------------------------------
              Flemming Thue Hansen                    Michael Ruckert

         -------------------------------      -------------------------------
                 Steen Jorgensen                       F. Ischiguchi

         -------------------------------      -------------------------------
       Susumu Tada (No. 31 in Schedule 0.2)  Yoshio Ito (No. 32 in Schedule 0.2)

         -------------------------------      -------------------------------
                   J. Fushiki                           Jorgen Voss

                                                              75

           -------------------------------     -------------------------------
                   Bertil Eriksson                   Jorgen Mads Clausen

           -------------------------------     -------------------------------
                    Stig Stendahl                       John Hestehave

           -------------------------------     -------------------------------
                   Knud Foldschack                      Ulrich Mannes

           -------------------------------     -------------------------------
                Arne Moller Sorensen                   Michael Sorensen

           -------------------------------
                   Keith Torrance

                                                              76

STRICTLY CONFIDENTIAL

DRAFT

12/12/2001

ADDENDUM 1

to

the Share Sale and Purchase Agreement dated 9 July 2001 regarding Struers
Holding A/S.

ADDENDUM 1

to

the Share Sale and Purchase Agreement dated 9 July 2001 regarding Struers
Holding A/S (the "Agreement").

Terms defined in the Agreement shall have the same meaning when used in this
Addendum.

As the process of obtaining and agreeing on the material terms and conditions of
the insurance policies to be taken out by the Sellers cf. clauses 4.1.1.5,
4.1.2.5 and 5.2.10 of the Agreement (the Sellers' Insurance) have been more time
consuming than originally anticipated and as the Sellers have agreed, at their
own cost, to arrange for an insurance being taken out by the Buyer regarding any
losses arising from the insurers of the Sellers' Insurance declining a claim
because of a situation comprised by Exclusion 1 (regarding fraud etc.) of the
Sellers' Insurance, the Parties have agreed to amend the dead-line in clause 4.6
of the Agreement regarding the conditions precedent in clauses 4.1.1.5 and
4.1.2.5 (Insurance) from 3 August 2001 at the latest to 10 August 2001 at the
latest.

                                                        2

The other terms and conditions of the Agreement shall remain unaltered.

Each of the Parties shall sign this Addendum and transmit such signed document
by fax to the

                                                3

other Parties (or their Danish counsels) as evidence of its acceptance of the
terms set forth herein.

                                1 September 2001

For Roper Industries, Inc.:      On behalf of the direct investors and limited
                                 partnerships set forth in Schedule 0.1 of the
                                 Agreement.
                                 For EQT Scandinavia Ltd.:

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

                  On behalf of the Management Shareholders set
                     forth in Schedule 0.2 of the Agreement:

                        --------------------------------
                                 John Hestehave
                         According to power of attorney

                                                        4

STRICTLY CONFIDENTIAL

DRAFT

12/12/2001

ADDENDUM 2

to

the Share Sale and Purchase Agreement dated 9 July 2001 regarding Struers
Holding A/S.

ADDENDUM 2

to

the Share Sale and Purchase Agreement dated 9 July 2001 regarding Struers
Holding A/S (the "Agreement").

Terms defined in the Agreement shall have the same meaning when used in this
Addendum.

As the process of obtaining and agreeing on the material terms and conditions of
the insurance policies to be taken out by the Sellers and the Buyer (at the
Sellers' cost) cf. clauses 4.1.1.5, 4.1.2.5 and 5.2.10 of the Agreement as
amended by Addendum 1 have been more time consuming than anticipated by the
Parties when executing Addendum 1 to the Agreement, the Parties have agreed to
amend the revised dead-line in clause 4.6 of the Agreement regarding the
conditions precedent in clauses 4.1.1.5 and 4.1.2.5 (Insurance) from 10 August
2001 at the latest to 17 August 2001 at the latest.

The other terms and conditions of the Agreement shall remain unaltered.

                                                        2

Each of the Parties shall sign this Addendum and transmit such signed document
by fax to the

                                                                3

other Parties (or their Danish counsels) as evidence of its acceptance of the
terms set forth herein.

                                9 September 2001

For Roper Industries, Inc.:        On behalf of the direct investors and limited
                                   partnerships set forth in Schedule 0.1 of the
                                   Agreement.
                                   For EQT Scandinavia Ltd.:

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

                  On behalf of the Management Shareholders set
                     forth in Schedule 0.2 of the Agreement:

                        --------------------------------
                                 John Hestehave
                         According to power of attorney

                                                                4

STRICTLY CONFIDENTIAL

ADDENDUM 3

to

the Share Sale and Purchase Agreement dated 9 July 2001 regarding Struers
Holding A/S.

ADDENDUM 3

to

the Share Sale and Purchase Agreement dated 9 July 2001 regarding Struers
Holding A/S (the "Agreement").

Terms defined in the Agreement shall have the same meaning when used in this
Addendum.

As the process of obtaining and agreeing on the material terms and conditions of
the insurance policies to be taken out by the Sellers and the Buyer (at the
Sellers' cost) cf. clauses 4.1.1.5, 4.1.2.5 and 5.2.10 of the Agreement as
amended by Addendums 1 and 2 have been more time consuming than anticipated by
the Parties when executing Addendum 1 and 2 to the Agreement, the Parties have
agreed to amend the revised dead-line in clause 4.6 of the Agreement regarding
the conditions precedent in clauses 4.1.1.5 and 4.1.2.5 (Insurance) from 17
August 2001 at the latest to 24 August 2001 at the latest.

The other terms and conditions of the Agreement shall remain unaltered.

                                                                2

Each of the Parties shall sign this Addendum and transmit such signed document
by fax to the

                                                                3

other Parties (or their Danish counsels) as evidence of its acceptance of the
terms set forth herein.

                                 17 August 2001

For Roper Industries, Inc.:        On behalf of the direct investors and limited
                                   partnerships set forth in Schedule 0.1 of the
                                   Agreement.
                                   For EQT Scandinavia Ltd.:

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

                    On behalf of the Management Shareholders
                   set forth in Schedule 0.2 of the Agreement:

                        --------------------------------
                                 John Hestehave
                         According to power of attorney

                                                                4

STRICTLY CONFIDENTIAL

ADDENDUM 4

to

the Share Sale and Purchase Agreement dated 9 July 2001 regarding Struers
Holding A/S.

ADDENDUM 4

to

the Share Sale and Purchase Agreement dated 9 July 2001 regarding Struers
Holding A/S (the "Agreement").

Terms defined in the Agreement shall have the same meaning when used in this
Addendum.

As the process of obtaining and agreeing on the material terms and conditions of
the insurance policies to be taken out by the Sellers and the Buyer (at the
Sellers' cost) cf. clauses 4.1.1.5, 4.1.2.5 and 5.2.10 of the Agreement as
amended by Addenda 1, 2 and 3 have been more time consuming than anticipated by
the Parties when executing Addenda 1, 2 and 3 to the Agreement, the Parties have
agreed to amend the revised dead-line in clause 4.6 of the Agreement regarding
the conditions precedent in clauses 4.1.1.5 and 4.1.2.5 (Insurance) from 24
August 2001 at the latest to 29 August 2001 at the latest.

The other terms and conditions of the Agreement shall remain unaltered.

                                                                2

Each of the Parties shall sign this Addendum and transmit such signed document
by fax to the

                                                                3

other Parties (or their Danish counsels) as evidence of its acceptance of the
terms set forth herein.

                                 23 August 2001

For Roper Industries, Inc.:       On behalf of the direct investors and limited
                                  partnerships set forth in Schedule 0.1 of the
                                  Agreement.
                                  For EQT Scandinavia Ltd.:

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

                  On behalf of the Management Shareholders set
                     forth in Schedule 0.2 of the Agreement:

                        --------------------------------
                                 John Hestehave
                         According to power of attorney

                                                                4

STRICTLY CONFIDENTIAL

ADDENDUM 5 - EXTENSION OF TIME LIMIT

to

the Share Sale and Purchase Agreement dated 9 July 2001 regarding Struers
Holding A/S.

ADDENDUM 5

to

the Share Sale and Purchase Agreement dated 9 July 2001 regarding Struers
Holding A/S (the "Agreement").

Terms defined in the Agreement shall have the same meaning when used in this
Addendum.

As the process of obtaining and agreeing on the material terms and conditions of
the insurance policies to be taken out by the Sellers and the Buyer (at the
Sellers' cost) cf. clauses 4.1.1.5, 4.1.2.5 and 5.2.10 of the Agreement as
amended by Addenda 1 - 4 have been more time consuming than anticipated by the
Parties when executing Addenda 1 - 4 to the Agreement, the Parties have agreed
to amend the revised dead-line in clause 4.6 of the Agreement regarding the
conditions precedent in clauses 4.1.1.5 and 4.1.2.5 (Insurance) from 29 August
2001 at the latest to 31 August 2001 at the latest.

The other terms and conditions of the Agreement shall remain unaltered.

Each of the Parties shall sign this Addendum and transmit such signed document
by fax to the

                                                                               2

other Parties (or their Danish counsels) as evidence of its acceptance of the
terms set forth herein.

                                     29 August 2001

For Roper Industries, Inc.:                   On behalf of the direct investors
                                              and limited partnerships set forth
                                              in Schedule 0.1 of the Agreement.
                                              For EQT Scandinavia Ltd.:

___________________________________      _______________________________________

                    On behalf of the Management Shareholders
                   set forth in Schedule 0.2 of the Agreement:

                         ______________________________

                                 John Hestehave
                         According to power of attorney

                                                                               3

STRICTLY CONFIDENTIAL

ADDENDUM 5A - EXTENSION OF TIME LIMIT

to

the Share Sale and Purchase Agreement dated 9 July 2001 regarding Struers
Holding A/S.

ADDENDUM 5A

to

the Share Sale and Purchase Agreement dated 9 July 2001 regarding Struers
Holding A/S (the "Agreement").

Terms defined in the Agreement shall have the same meaning when used in this
Addendum.

As the process of obtaining and agreeing on the material terms and conditions of
the insurance policies to be taken out by the Sellers and the Buyer (at the
Sellers' cost) cf. clauses 4.1.1.5, 4.1.2.5 and 5.2.10 of the Agreement as
amended by Addenda 1 - 5 have been more time consuming than anticipated by the
Parties when executing Addenda 1 - 5 to the Agreement, the Parties have agreed
to amend the revised dead-line in clause 4.6 of the Agreement regarding the
conditions precedent in clauses 4.1.1.5 and 4.1.2.5 (Insurance) from 31 August
2001 at the latest to 4 September 2001 at the latest.

The other terms and conditions of the Agreement shall remain unaltered.

Each of the Parties shall sign this Addendum and transmit such signed document
by fax to the

                                                                2

other Parties (or their Danish counsels) as evidence of its acceptance of the
terms set forth herein.

                                 31 August 2001

For Roper Industries, Inc.:        On behalf of the direct investors and limited
                                   partnerships set forth in Schedule 0.1 of the
                                   Agreement.
                                   For EQT Scandinavia Ltd.:

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

                  On behalf of the Management Shareholders set
                     forth in Schedule 0.2 of the Agreement:

                        --------------------------------
                                  Steen Jensen
                         According to power of attorney

                                                                3

STRICTLY CONFIDENTIAL

12 DECEMBER 2001

ADDENDUM 6

to

the Share Sale and Purchase Agreement dated 9 July 2001 regarding Struers
Holding A/S.

ADDENDUM 6

to

the Share Sale and Purchase Agreement dated 9 July 2001 regarding Struers
Holding A/S (the "Agreement").

Terms defined in the Agreement shall have the same meaning when used in this
Addendum 6 (the "Addendum").

Attached to the Agreement as Schedule 0.1 is a list of the direct investors and
limited partnerships of which EQT Scandinavia Ltd. is the investment manager and
general partner, respectively. Due to the fact that some of the direct investors
and limited partnerships have changed their names, attached to this Addendum is
a revised Schedule 0.1 comparing the former and the present names of the direct
investors and limited partnerships. Said revised Schedule 0.1 shall as of
signing of this Addendum replace Schedule 0.1 of the Agreement to the effect
that each of the Sellers referred to either under its former or present name
shall be deemed to be included in the definition of Sellers.

                                                                2

For the avoidance of doubt and for clarification purposes only EQT Scandinavia
Ltd. has below outlined the background for each of the changes to the names of
the direct investors and limited partnerships as listed in Schedule 0.1 to this
Addendum.

1.     SCANDINAVIAN EQUITY PARTNERS LP I - EQT SCANDINAVIA I LP

       Scandinavian Equity Partners LP I has changed its name to EQT
       Scandinavia I LP.

2.     SCANDINAVIAN EQUITY PARTNERS LP II - EQT SCANDINAVIA I LP II

       Scandinavian Equity Partners LP II has changed its name to EQT
       Scandinavia I LP II.

3.     SE-BANKEN FONDER AB - SEB LUX (F) - VARLDENFOND

       The Shares registered as held by S-E Banken Fonder AB were actually
       subscribed for by S-E Banken Fonder AB on behalf of S-E Bankens
       Varldenfond. Thus, the latter should have been registered as shareholder
       of said Shares. S-E Bankens Varldenfond is a misspelling of S-E Banken
       Fund Varlden. S-E Banken Fund Varlden has changed its name to SEB Lux (F)
       - Varldenfond.

4.     SE-BANKEN FUND VARLDEN - SEB LUX (F) - VARLDENFOND

       S-E Banken Fund Varlden has changed its name to SEB Lux (F) -
       Varldenfond.

                                                                3

5.     ALMANNE PENSIONSFONDEN, FJARDE FONDSST - FJARDE AP-FONDEN

       Allmanne Pensionsfonden, Fjarde Fondsstyrelsen has changed its name to
       Fjarde AP-fonden.

6.     UNI STOREBRAND LIVSFORSIKRING A/S - STOREBRAND KAPITALFORVALTNING AS

       UNI Storebrand Livsforsikring A/S has changed its name to Storebrand
       Livsforsikring AS.

7.     FORENINGSBANKEN ALLEMANDSFOND I AND II - ROBUR ALLEMANDSFOND V

       Foreningsbanken Allemandsfond I and II have merged and the new name of
       the merged entity is Roburs Allemandsfond V.

8.     BG BANK A/S - DANSKE BANK A/S

       BG Bank A/S has merged with Danske Bank A/S with Danske Bank A/S as the
       continuing company.

                                                                4

9.     FORENINGSBANKEN FORSAKRING LIVSFORS. AB - LRF FORSAKRING
       LIVSFORSAKRINGSAKTIEBOLAG

       Foreningsbanken Forsakring Livforsakringsaktiebolag has changed its name
       to LRF Forsakring Livforsakringsaktiebolag.

10.    ANDERS WIBOM - HANS WIBOM

       Hans Wibom subscribed for nominal DKK 16.500 Shares in Struers Holding
       A/S. Thus, the registration of Anders Wibom as the shareholder of said
       Shares is due to a mistake.

11.    SIV BRANNSTROM - SIV LUNDBERG

       Siv Brannstrom has changed her name to Siv Lundberg.

12.    SCANDINAVIAN EQUITY PARTNERS LIMITED - EQT SCANDINAVIA LTD.

       Scandinavian Equity Partners Limited has changed its name to EQT
       Scandinavia Ltd.

The Sellers shall cause the register of shareholders of the Company being
amended prior to Closing to reflect the changes set forth in 1 - 12 above and
shall cause EQT Scandinavia Ltd. to amend its list of direct shareholders who
holds shares in the Company in accordance with 3 - 12 above (the "List").

                                                                5

The Sellers shall cause fax copies of revised legal opinions rendered by Ozannes
and SJ Berwin, respectively, to be delivered to the Buyer prior to Closing and
such legal opinions shall include and be based upon the List. Original copies of
said legal opinions shall be delivered by the Sellers to the Buyer no later than
7 September 2001.

The other terms and conditions of the Agreement shall remain unaltered.

Each of the Parties shall sign this Addendum and transmit such signed document
by fax to the other Parties (or their Danish counsels) as evidence of its
acceptance of the terms set forth herein.

                                 31 August 2001

For Roper Industries, Inc.:        On behalf of the direct investors and limited
                                   partnerships set forth in Schedule 0.1.
                                   For EQT Scandinavia Ltd.:

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

                    On behalf of the Management Shareholders

                   set forth in Schedule 0.2 of the Agreement:

                                                                6

                        --------------------------------
                                  Steen Jensen

                         According to power of attorney

                                                                7

STRICTLY CONFIDENTIAL

31-08-01

ADDENDUM 7

to the Share Sale and Purchase Agreement dated 9 July 2001 regarding Struers
Holding A/S

ADDENDUM 7

BETWEEN           EQT Scandinavia Limited acting as the investment manager for
                  the group of direct investors and as the general partner for
                  the limited partnerships set forth in Schedule 0.1 (the direct
                                                        ------------
                  investors and the limited partnerships are hereinafter jointly
                  referred to as "EQT"),

                  the persons set forth in Schedule 0.2 (hereinafter jointly
                                           ------------
                  referred to as the "Management Shareholders"),

                  Roper Industries, Inc.
                  (IRS employer identification No. 51-026 3969),
                  160 Ben Burton Drive
                  Bogart, GA 30622
                  United States of America
                  (hereinafter referred to as "Roper")

AND               JUT NR. 2192 ApS changing its name to
                  Roper Industries Denmark ApS
                  (CVR-No. 26 13 25 76)
                  Valhojs Alle 176
                  2610 Roedovre

                                                                2

                  Denmark
                  (hereinafter referred to as "NewCo")

to the Share Sale and Purchase Agreement dated 9 July 2001 between EQT, the
Management Shareholders and Roper regarding Struers Holding A/S.

WITNESSETH, that

WHEREAS, EQT, the Management Shareholders and Roper have entered into a Share
Sale and Purchase Agreement which Agreement contemplates the purchase by Roper
of the Shares and Management Subscription Rights issued by Struers Holding A/S
subsequent to the satisfaction or waiver of the conditions precedent set forth
in the Agreement;

WHEREAS, prior to the satisfaction or waiver of all the conditions precedent to
Closing, Roper has requested that Roper is substituted by NewCo as the Buyer of
the Shares and Management Subscription Rights;

WHEREAS, NewCo is a private limited Company (in Danish "Anpartsselskab")
incorporated under the laws of Denmark with its registered address at Valhojs
Alle 176, 2610 Roedovre, Denmark;

WHEREAS, Roper owns directly the entire issued and outstanding share capital in
NewCo, which share capital represents all the equity interests in NewCo, and
Roper has the right to elect the sole manager (no board of directors are
elected) of NewCo;

                                                                3

WHEREAS, the Parties and NewCo have agreed to substitute NewCo for Roper as
Buyer under the Agreement upon the terms set forth herein;

NOW, THEREFORE, on the basis of the representations, warranties, Guarantee,
Indemnity and agreements contained in this Addendum, it is hereby agreed as
follows:

DEFINITIONS

For the purpose of this Addendum, unless the context otherwise requires, terms
defined in the Share Sale and Purchase Agreement dated 9 July 2001 regarding
Struers Holding A/S shall have the same meaning when used in this Addendum and
the term

"Addendum" means this Addendum 7 including all the Schedules hereto;

"Agreement" means the Share Sale and Purchase Agreement dated 9 July 2001
between EQT, the Management Shareholders and Roper as well as all Schedules
thereto, including the final Escrow Agreement, and any and all amendments
thereof whether present or future;

"Claim" shall have the meaning set forth in clause 3.5;

"Guarantee" shall have the meaning set forth in clause 3.1;

"Guaranteed Obligations" shall have the meaning set forth in clause 3.1;

                                                                4

"Indemnity" shall have the meaning set forth in clause 3.2;

"Indemnified Obligations" shall have the meaning set forth in clause 3.2.

Unless the context otherwise requires, references to the singular number shall
include references to the plural number and vice versa, and references to
natural persons shall include corporate entities and bodies.

1.     CHANGE OF THE IDENTITY OF BUYER

1.1    Effective as from the signing of this Addendum and subject to the terms
       hereof, NewCo shall replace Roper as Buyer under the Agreement with the
       intention and effect that NewCo shall be, and shall have all the rights
       and all of the obligations and liabilities of, the Buyer under the
       Agreement subject to the terms thereof.

1.2    For purposes of this Addendum and the Agreement

       1.  any investigations, actions, doings and amendments performed or made
           by Roper or on its behalf, including, but not limited to, the due
           diligence review of the Group and the participation in the management
           presentations, and meetings with the management and auditors of the
           Group,

       2.  any omissions committed or waivers made by Roper or on its behalf,

       3.  any Knowledge of or disclosure to Roper, and

                                                                5

            4.     any breach by Roper of any of its obligations,
                   representations and warranties, covenants and agreements
                   under the Agreement,

            regarding the preparation, negotiation, execution and planned
            consummation of the Agreement shall be regarded as done, committed
            or omitted to be done by NewCo as well and to be within the
            Knowledge of and disclosed to NewCo as well, as applicable.

1.3         Roper's representations and warranties set forth in Section 7 of the
            Agreement such as made as of the signing of the Agreement shall
            still be regarded as made by Roper in favour of the Sellers and the
            Sellers shall still be entitled to exercise any and all remedies
            under the Agreement against Roper with respect to said
            representations and warranties, as if NewCo had not replaced Roper
            as the Buyer.

1.4         Roper shall continue to be bound by the terms and obligations of the
            following clauses of the Agreement:

            8.2        (Further assurances),
            8.3.1      (Restrictive covenant),
            9.1.1      (General remedies),
            10.2       (Confidentiality),
            10.3       (Publicity),
            10.4       (Severability),
            10.5       (Notices and process agent),
            10.7       (Expenses),

                                                                6

            10.9       (Headings),
            10.10      (Interpretation),
            10.11      (Survival), and
            10.14      (Governing law and arbitration).

            Said clauses shall also apply to NewCo as the Buyer under the
            Agreement.

1.5         Roper shall remain liable towards the Sellers for any and all
            breaches of its obligations under the Agreement committed prior to
            the signing of this Addendum.

1.6         This Addendum is not intended to, nor shall it result in, any
            increase or amendment of the Sellers' obligations, liabilities,
            representations and warranties or covenants made to the Buyer under
            the Agreement.

2.          REPRESENTATIONS AND WARRANTIES OF ROPER AND NEWCO

2.1         Effective as of the signing of this Addendum and effective as of
            Closing as well Roper and NewCo - jointly and severally - make the
            following representations and warranties in favour of the Buyer:

2.1.1       Authority

            a)     The execution and delivery of this Addendum, including the
                   Guarantee and Indemnity provided herein, as well as the
                   consummation of the transactions contemplated hereby and by
                   the Agreement have been duly

                                                                7

        authorised by the board of directors of Roper, by the management of
        NewCo as well as by an extraordinary meeting of shareholders in NewCo,
        and no other corporate proceedings on the part of Roper or NewCo will be
        necessary to authorise this Addendum or to consummate the transaction
        contemplated hereby and by the Agreement.

b)      This Addendum, including the Guarantee and Indemnity provided herein,
        and the Agreement constitute valid and binding obligations of Roper and
        of NewCo enforceable against Roper and NewCo in accordance with their
        terms, except as such enforceability may be limited by applicable
        bankruptcy, insolvency or other similar laws which affect the
        enforcement of creditors' rights in general.

c)      There are no actions, claims or other proceedings or investigations
        pending or threatened against or involving Roper or NewCo, which,
        individually or in the aggregate, will prevent Roper and NewCo from
        consummating the transactions contemplated by this Addendum and by the
        Agreement or affect the validity or enforceability of this Addendum,
        including the Guarantee and Indemnity provided herein, and the
        Agreement.

d)      There is no consent, approval or license from or any filing with or
        notice to any governmental or other public authority or any other third
        party necessary or required on the basis of the status or circumstances
        of Roper, NewCo and the Group for the execution and consummation of

                                                                8

                this Addendum, including the Guarantee and Indemnity provided
                herein, and the transactions contemplated hereby and by the
                Agreement.

        e)      The execution, delivery and performance of the Guarantee and the
                Indemnity by Roper do not violate any applicable law or
                regulations existing at the date of signing of this Addendum or
                any provision of the articles of incorporation or the by-laws of
                Roper or any provision of any charge, deed, contract or other
                instrument to which it is a party or which is binding upon it or
                its assets.

2.1.2  Organisation and qualification

        a)      NewCo is a company duly organised, validly existing and in good
                standing under the laws of Denmark with all requisite corporate
                power and authority to enter into this Addendum and to perform
                its obligations hereunder and under the Agreement.

        b)      Roper is the legal and beneficial owner of the entire issued and
                outstanding share capital in NewCo, which share capital
                represents all the equity interests in NewCo, and Roper has the
                right to elect the sole manager (no board of directors are
                elected) of NewCo.

        c)      Schedule 2.1.2 contains a true, correct and complete copy of
                --------------
                NewCo's Articles of Association as well as of a copy of the
                current extract from the Danish Commerce and Companies Agency
                and there are no report-

                                                                9

                able corporate changes regarding NewCo that has not yet been
                registered with the Danish Commerce and Companies Agency.

2.2         Roper and NewCo - jointly and severally - hereby undertake to
            indemnify the Sellers for all Losses actually suffered by the
            Sellers as a result of any breach of the representations and
            warranties of Roper and NewCo under this Addendum.

3.          GUARANTEE AND INDEMNITY

3.1         Separate guarantee

            Roper hereby unconditionally and irrevocably guarantees to the
            Sellers, as primary obligor and as for its own debt (in Danish
            "selvskyldnerkaution"), the due, full and punctual performance of
            all NewCo's present and future obligations, including, but not
            limited to payment obligations, and liabilities, representations and
            warranties, covenants and agreements under this Addendum and as
            Buyer under the Agreement in accordance with the terms thereof and
            all claims for damages, costs and expenses and other remedies in
            respect of any breach by NewCo thereunder (herein referred to as the
            "Guaranteed Obligations") (Roper's obligations under this clause 3.1
            are herein referred to as the "Guarantee").

            For the avoidance of doubt, the obligations, liabilities,
            representations and warranties, covenants and agreements of NewCo as
            Buyer under the Agreement, such as guaranteed by Roper hereunder,
            shall be as set forth in the

                                                                10

            Agreement and NewCo shall have all the rights, defences and remedies
            towards the Sellers as Buyer under the Agreement as are stipulated
            in the Agreement and as guarantor under the Guarantee Roper shall
            have the right to invoke such rights, defences and remedies (on
            behalf of NewCo and subject to the terms of the Agreement) as
            defence against any Claim under the Guarantee by the Sellers, unless
            otherwise specifically set forth in this Addendum.

3.2         Separate indemnity

            Roper hereby unconditionally and irrevocably undertakes to indemnify
            and hold harmless the Sellers from any and all present and future
            costs, expenses, claims, damages, liabilities, obligations, Losses
            and Taxes resulting from or caused by this Addendum or by the
            substitution of Roper with NewCo as Buyer under the Agreement, but
            only to the extent that such costs, expenses, claims, damages,
            liabilities, obligations, Losses and Taxes would not have occurred
            had this Addendum not been executed by the Parties and NewCo (herein
            referred to as the "Indemnified Obligations") (Roper's obligations
            hereunder are herein referred to as the "Indemnity").

3.3         Performance and payments

3.3.1       Roper, immediately upon the Sellers' first written demand, shall (1)
            perform or pay to the Sellers, as applicable, such of the Guaranteed
            Obligations as have, at the date of such demand, become due and
            payable or are otherwise to be

                                                                11

            performed by NewCo under the Agreement and which have not been
            timely paid or performed and shall (2) indemnify and hold harmless
            the Sellers from such Indemnified Obligations as have, at the date
            of such demand, been raised against, become payable by or otherwise
            occurred by the Sellers.

3.3.2       The Sellers are entitled to make one or more (without limitation as
            to number) demands under the Guarantee and under the Indemnity.

3.3.3       All payments by Roper under the Guarantee and/or the Indemnity shall
            be made in full without any set-off, counterclaim or other deduction
            or withholding of any kind, unless such set-off, counterclaim or
            other deduction is made with respect to a connected claim (in Danish
            "et konnekst krav") and then only to the extent that the ordinary
            Danish principles regarding set-off are complied with.

3.4         No discharge etc.

3.4.1       The Guarantee and Indemnity shall not be discharged or affected by

            1.     any total or partial invalidity or unenforceability of the
                   obligations and liabilities of NewCo or any other person
                   under the Agreement or any document or agreement relating
                   thereto,

            2.     any default by NewCo or any other person under the Agreement
                   or any document or agreement relating thereto including, but
                   not limited to, any shortfall in payments from or lack of
                   performance by NewCo,

                                                                12

3.     any granting of time or other indulgences or without limitation any
       extension, renewal, acceptance, forbearance or release in respect of any
       liabilities or obligations under the Agreement or any document or
       agreement relating thereto,

4.     any waiver or release of any right of the Sellers, NewCo and/or Roper,

5.     any modification or extension of or variation to the terms of the
       Agreement or any document or agreement relating thereto,

6.     any transfer or assignment of rights and obligations under the Agreement,

7.     any corporate reorganisation, reconstruction, dissolution, merger,
       acquisition or by any other alteration in the corporate existence or
       structure of NewCo, Roper the Group or any other person,

8.     any composition or arrangement made by the Sellers or any of them with
       NewCo, the Group or any successor or assignor,

9.     any modification or abstention from perfecting or enforcing any right
       held hereunder or under the Agreement or any other document or agreement
       relating thereto by the Sellers from or against NewCo, the Group, Roper
       or any other person,

                                                                13

           10. any sale, transfer or assignment by Roper of any of its shares or
               voting rights in NewCo or by NewCo of any of the Shares and
               Management Subscription Rights in the Company,

           11. any other act or omission or act of any kind by the Sellers or
               any of them and/or NewCo, the Group, Roper or any other person or
               any other circumstances whatsoever which might constitute a legal
               or equitable discharge of Roper, it being the intention of Roper
               that the Guarantee and the Indemnity shall be absolute and
               unconditional in any and all circumstances.

3.4.2      Notwithstanding anything to the contrary set forth herein, in case
           any discharge (including by lapse of time as set forth in clause 3.6)
           or arrangement is made in whole or in part on the faith of any
           payment, security or other disposition which is avoided or must be
           restored on insolvency (invalidated (in Danish "omstodt")),
           liquidation or otherwise without limitation, the liability of Roper
           under the Guarantee and the Indemnity will continue as if the
           discharge or arrangement had not occurred.

3.5        Claims

3.5.1      Any claims made by the Sellers under this Addendum (herein referred
           to as a "Claim") shall be notified in writing to Roper and/or NewCo,
           as applicable, as follows:

                                                        14

           1.  Each Claim shall state its specific grounds and the estimated
               amount claimed and shall, to the extent available to the Sellers,
               be accompanied by all written documentation necessary to
               reasonably support the Claim,

           2.  each Claim shall be notified in writing by the Sellers to Roper
               and/or NewCo, as applicable, no later than 45 days after the
               Sellers have become aware of all material circumstances giving
               rise to the Claim.

3.5.2      If Roper and/or NewCo, as applicable, dispute a Claim notified by the
           Sellers under this Addendum, the Sellers shall request arbitration in
           accordance with clause 4.8 and serve their written complaint (in
           Danish "klageskrift") on Roper and/or NewCo, as applicable, within 45
           days after the Sellers have received notice that Roper and/or NewCo,
           as applicable, dispute the Claim. The written complaint shall include
           the Sellers' statement of its Claim and all material arguments and
           documents supporting the Claim.

           The Parties and NewCo, as applicable, shall use all reasonable
           efforts to ensure that the arbitration procedure shall progress as
           swiftly as possible and the award shall, to the extent possible, be
           made within 6 months of the notice of arbitration has been given.

3.6        Dead-line for submission of Claims

           Subject to the terms of clause 3.4.2, Roper shall have no liability
           under the Guarantee and the Indemnity with respect to any Claim
           notified to Roper subsequent to 60 months after the Closing Date,
           provided, however, that Roper

                                                        15

           shall be liable for any Claim resulting from Taxes to be paid by the
           Sellers comprised by the Indemnified Obligations, if such Claim has
           been duly notified to Roper prior to 45 days after the expiry of the
           relevant local statute of limitation applicable to such Taxes.

3.7        Third party claims

3.7.1      In the event any third party asserts any claim, based on which a
           Claim is notified to Roper, Roper shall have the right, at its
           election, risk and expense, to control the defence of such third
           party claim by giving notice to the Sellers within 30 days from the
           date of the Claim having been notified to Roper.

3.7.2      The relevant Seller(s) shall co-operate with Roper and with any
           counsel appointed by Roper. Such third party claims and any
           counterclaims shall not be settled and no liability shall be admitted
           without the prior written consent of Roper, such consent not to be
           unreasonably withheld or delayed.

3.7.3      Roper shall keep the Sellers informed in reasonable detail during the
           defence of any such third party claim.

3.7.4      Without the prior consent of the Sellers, Roper shall not be entitled
           to enter into any settlement agreement with the third party in the
           name of the relevant Seller(s) nor to make any concessions on behalf
           of the Sellers. If the Sellers withhold their consent to a settlement
           proposal etc. submitted by Roper, the Sellers' Claim against Roper
           shall be reduced to the amount by which Roper would otherwise have
           been entitled to release itself from the Sellers' Claim.

                                                        16

3.8        Mitigating matters

           The Sellers shall use all reasonable efforts to mitigate any Loss for
           which a Claim is notified to Roper and/or NewCo, as applicable.

4.         OTHER PROVISIONS

4.1        Entire Addendum

           This Addendum supersedes any oral or prior written agreement or
           understanding between the Parties and NewCo with respect to the
           substitution of Roper by NewCo as Buyer under the Agreement.

4.2        Severability

4.2.1      This Addendum shall be interpreted insofar as possible in accordance
           with the laws of Denmark. Should one or more of the provisions of
           this Addendum cease to apply or be modified as a result of
           invalidity, voidability or for other reason this shall not affect the
           validity of the remaining provisions of this Addendum.

4.2.2      If one or more of the provisions of this Addendum are held to be
           contrary to the rules of the laws of Denmark or the laws of any
           jurisdiction which can not be dispensed with by agreement, the
           Parties and NewCo agree that the provision(s) shall be modified and
           shall apply with such contents as may be validly

                                                        17

           agreed and that the remaining provisions of this Addendum shall still
           be applicable.

4.3        Notices

           All the notices between the Parties concerning matters arising out of
           this Addendum shall be made as set forth in clause 10.5 of the
           Agreement. Thus, any notice to be made to Roper and/or NewCo shall be
           sent to Roper Industries, Inc. as set forth in said clause of the
           Agreement.

4.4        Binding effect and no assignment

4.4.1      This Addendum shall be binding upon and inure to the benefit of the
           Parties and NewCo and their respective successors.

4.4.2      This Addendum may not be assigned in whole or in part by any Party or
           by NewCo without the consent of the other signatories of this
           Addendum or by operation of law.

4.5        Expenses

           The Parties and NewCo shall bear the fees and other expenses payable
           to its own advisors incurred in connection with negotiating,
           executing and delivering this Addendum. Roper shall pay the costs and
           expenses necessary to deliver the legal opinion prepared by Powell,
           Goldstein, Frazer & Murphy LLP delivered to the Sellers
           simultaneously with the signing of this Addendum.

                                                        18

4.6         Waiver and amendments

            This Addendum may be amended and the terms hereof may be waived only
            by written instrument signed by the Parties and NewCo or in case of
            a waiver by the Party or NewCo, if relevant, waiving its rights
            under this Addendum.

4.7         Interpretation

            The Parties and NewCo have participated jointly in the negotiation
            and drafting of this Addendum. In the event of any ambiguity or
            question of intend or interpretation arises, this Addendum shall be
            construed as if drafted jointly by the Parties and NewCo and no
            presumption or burden of proof shall arise favouring or disfavouring
            any Party or NewCo by virtue of the authorship of any of the
            provisions of this Addendum.

4.8         Governing law and arbitration

4.8.1       This Addendum and any dispute or claim arising out of or in
            connection with this Addendum shall be governed by and construed in
            accordance with the laws of Denmark.

4.8.2       Any dispute or claim arising out or in connection with this Addendum
            shall be finally settled in accordance with the "Rules of Procedure
            of the Danish Institute of Arbitration (Copenhagen Arbitration)".

                                                                19

            The Court of Arbitration shall be composed of three arbitrators.
            Roper and NewCo (acting jointly) and the Sellers (acting jointly)
            shall each appoint one arbitrator and the Court of Arbitration shall
            appoint the third arbitrator who shall be the chairman of the Court
            of Arbitration. If an arbitrator has not been appointed within 30
            days of a Party or NewCo having requested or received notice of
            arbitration, such arbitrator shall be appointed by the Court of
            Arbitration.

            The place of arbitration shall be Copenhagen.

            The language of the arbitration shall be English.

            The Court of Arbitration shall award the Parties and NewCo legal
            costs and divide the costs payable to the Court of Arbitration in
            proportion to the Court of Arbitration ruling in favour of the
            claims and statements made by the parties involved in the process.

4.8.3       If more arbitration proceedings are commenced under this Addendum
            and the Agreement, the Court of Arbitration shall be entitled, upon
            the request of any party to any of the arbitration proceedings,

            1.     to consolidate or cumulate any dispute between the Parties
                   and NewCo under said documents and/or

                                                                20

            2.     to allow any party to any of said documents to join in in any
                   such dispute as a party,

            provided, however, that the Court of Arbitration in making its
            decision shall apply the principles of law set out in the Danish Act
            on Civil Procedure with such modifications as may be necessitated by
            the fact that these principles are to be applied to arbitration
            proceedings.

4.8.4       Nothing set forth in this Addendum shall limit the right of the
            Sellers to initiate proceedings against Roper or any of its assets
            in any court of law, bailiff office or other forum for purpose of
            enforcing the Guarantee and/or the Indemnity.

4.9         Schedules

            Schedule 0.1:           Direct investors and limited partnerships.
            Schedule 0.2:           The Management Shareholders.
            Schedule 2.1.2: Articles of Association and current extract for
                            NewCo.

4.10        Signatures

            Each of the Parties and NewCo shall sign this Addendum and transmit
            such signed document to the other Parties and NewCo, as applicable,
            (or to their Danish Counsels) as evidence of its legally binding
            acceptance of the terms set forth herein. At Closing this Addendum
            shall also be signed in four origi-

                                                                21

nal copies and one copy be given to each of EQT, the Management Shareholders,
Roper and NewCo.

                                 31 August 2001

For Roper Industries, Inc.:       On behalf of the direct investors and the
                                  limited partnership set forth in Schedule 0.1:
                                  For EQT Scandinavia Limited:

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

On behalf of the Management       For Roper Industries Denmark ApS:
shareholders set forth in
Schedule 0.2 (according to
power of attorney):

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

                                                                22

STRICTLY CONFIDENTIAL

ADDENDUM 8

to

the Share Sale and Purchase Agreement dated 9 July 2001 regarding Struers
Holding A/S.

ADDENDUM 8

BETWEEN                     EQT Scandinavia Limited acting as the investment
                            manager for the group of direct investors and as the
                            general partner for the limited partnerships who are
                            jointly defined as EQT and as representative for the
                            Management Shareholders (said direct investors,
                            limited partnerships and persons are hereinafter
                            jointly referred to as the "Sellers")

AND                         Roper Industries Denmark ApS
                            (CVR-no. 26 13 25 76)
                            Valhojs Alle 176
                            2610 Rodovre
                            Denmark
                            (hereinafter referred to as the "Buyer")

(The Sellers and the Buyer are hereinafter jointly referred to as the "Parties"
and individually a "Party")

to the Share Sale and Purchase Agreement dated 9 July 2001 regarding Struers
Holding A/S.

WITNESSETH, that

                                                                2

WHEREAS, on 22 October 2001 the Sellers have received the Closing Statement such
as audited by State Authorised Public Accountant Morten S. Renge, Arthur
Andersen and on 23 October 2001 the Sellers have received a break-down of the
calculation of the Consolidated Interest Bearing Net Debt;

WHEREAS, in their Final Notice of Dispute regarding Closing Statement of 30
October 2001 the Sellers have disputed the Closing Statement;

WHEREAS, subsequent to the delivery by the Buyer of the Closing Statement, the
Sellers have been provided with additional information relevant for calculating
the Final Purchase Price;

WHEREAS, on 20 November 2001 the Sellers have commenced the procedure involving
the Independent Accountant pursuant to the terms of Section 3 of the Agreement;

WHEREAS, during a meeting held on 30 November 2001 between representatives of
and advisors to the Buyer and the Sellers, the Parties have agreed on the
calculation of the Final Purchase Price upon certain terms and conditions as set
forth herein;

NOW, THEREFORE, it is hereby agreed as follows:

DEFINITIONS

                                                                3

For the purpose of this Addendum, unless the context otherwise requires, terms
defined in the Share Sale and Purchase Agreement dated 9 July 2001 regarding
Struers Holding A/S shall have the same meaning when used in this Addendum.

1.     FINAL PURCHASE PRICE

       The Parties agree that the Final Purchase Price shall amount to DKK
       817,778,000 (Eight hundred and seventeen million seven hundred and
       seventy eight thousand Danish Kroner) resulting in an Adjustment Amount
       equal to DKK 55,750,000 (Fifty five million seven hundred and fifty
       thousand Danish Kroner) payable by the Buyer in favour of the Sellers.

2.     SETTLEMENT OF THE ADJUSTMENT AMOUNT

       No later than on Friday, 7 December 2001 at 12 a.m. Danish time the Buyer
       shall have paid the Adjustment Amount to the Sellers as follows:

       1.  An amount equal to DKK 11,150,000 (Eleven million one hundred and
           fifty thousand Danish Kroner) shall in cash by wire transfer be paid
           into the Escrow Account with Nordea, Unibank A/S, Christiansbro 3,
           DK-0900 Copenhagen, account number 84 74 877 133 subject to the terms
           of the Escrow Agreement.

       2.  An amount equal to DKK 44,600,000 (Forty four million six hundred
           thousand Danish Kroner) shall be paid in cash by wire transfer to the
           ac-

                                                                4

                count of EQT Scandinavia Limited with Nordea, Unibank A/S,
                Christiansbro 3, DK-0900 Copenhagen, account number 84 74 883
                273.

            The Buyer's payment of the Adjustment Amount shall be irrevocable,
            unconditional and without any set-off. The Buyer shall on Friday, 7
            December 2001 at 12 a.m. Danish time at the latest provide Kromann
            Reumert with written evidence of its timely and due payment of the
            Adjustment Amount.

3.          FINAL APPROVAL OF COVER NOTES

            The wording of the Cover Notes regarding the Confirmations of
            Binding such as referred to under B.4 of the Closing Memorandum
            executed by the Parties and others on 5 September 2001 is hereby
            irrevocably and unconditionally approved by the Buyer. EQT
            Scandinavia Limited undertake to arrange for the delivery by AON
            Limited to Bech-Bruun Dragsted representing the Buyer of the
            original signed copy of the Cover Note pertaining to the Warranty
            and Indemnity Insurance - Purchaser's Indemnity and a copy of the
            signed Cover Note issued to the Sellers pertaining to the Warranty
            and Indemnity Insurance - Vendors' Indemnity. Said delivery shall be
            made no later than on Friday, 7 December 2001. On Thursday, 6
            December, at 3 p.m. Danish time at the latest the Sellers shall have
            arranged for the delivery to Bech-Bruun Dragsted of a fax copy of
            said Cover Notes.

                                                                5

4.     NON-EXISTENCE OF CLAIMS

       The Buyer acknowledges that no Claims exist nor can be raised against the
       Sellers regarding the following items (as discussed during the meeting on
       30 November 2001 on the basis of the Closing Statement Reconciliation
       attached as Schedule 1) or the accounting principles, practices,
                   ----------
       procedures and assessments historically used and made by the Group for
       classifying, calculating and assessing such items, including, but not
       limited to, in the Consolidated 2000 Accounts:

       1.     Warranty obligations, including provisions regarding the Exotom
              retrofit obligation;

       2.     Errors in excess and obsolete inventory reserves;

       3.     Unrecorded liabilities on US maintenance contracts;

       4.     Federal US taxes payable calculated under wrong methodology
              (claiming a deduction for state taxes accrued rather than state
              taxes paid);

       5.     The classification and assessment of laboratory equipment and
              demonstration equipment;

       6.     The classification and assessment of government grants.

                                                                6

5.          FEES AND COSTS TO THE INDEPENDENT ACCOUNTANT

            As stated in clause 3.3 of the Agreement the fees and expenses
            charged by the Independent Accountant shall be divided equally
            (50/50) between the Parties. EQT Scandinavia Limited shall on behalf
            of the Sellers settle any amount payable by the Sellers to the
            Independent Accountant.

6.          CONDITIONS

            Sections 1 (Final Purchase Price), 2 (Settlement of the Adjustment
            Amount), and 4 (Non-existence of Claims) are conditioned upon the
            Adjustment Amount being timely and duly paid in favour of the
            Sellers in accordance with the terms of this Addendum. If said
            settlement of the Adjustment Amount is not made, the Sellers may
            terminate Sections 1 (Final Purchase Price), 2 (Settlement of the
            Adjustment Amount), and 4 (Non-existence of Claims) with immediate
            effect by written notice to the Buyer. In case of such termination
            the Parties shall be deemed not to have agreed on the Final Purchase
            Price and on the Adjustment Amount and the Parties shall have the
            right to continue enforcing the dispute resolution mechanisms
            pursuant to the terms of the Agreement.

7.          OTHER TERMS

            The other terms of the Agreement shall remain unaltered.

                                                                7

8.     SCHEDULES

       Schedule 1:    Closing Statement Reconciliation.

9.     SIGNATURES

       Each of the Parties shall sign this Addendum and transmit such signed
       document by fax to the Danish legal counsel of the other Party
       (Bech-Bruun Dragsted and Kromann Reumert) as evidence of their acceptance
       of the terms and conditions set forth herein.

                                 4 December 2001

For Roper Industries Denmark ApS:        On behalf of the Sellers
                                         For EQT Scandinavia Ltd.:

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                                                                8

STRICTLY CONFIDENTIAL

SHARE SALE AND PURCHASE AGREEMENT

regarding

Struers Holding A/S