SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D. C. 20549

                                   FORM 8-K

                                CURRENT REPORT
                        Pursuant To Section 13 Or 15(d)
                    Of The Securities Exchange Act Of 1934

Date of Report (Date of earliest event reported) April 15, 1998 (March 31, 1998)
                                                 -------------------------------

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

   Delaware                         0-12273         51-0263969
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(State or other jurisdiction       (Commission    (I.R.S. Employer
of incorporation or organization)   File Number)   Identification No.)

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

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

ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

On March 31, 1998, Roper Industries, Inc. (the "Company"), acting through its
newly formed subsidiary Roper Acquisition Corp., completed the acquisition by
merger pursuant to an Agreement and Plan of Reorganization ("Purchase
Agreement") dated March 27, 1998, of all of the outstanding capital stock of
Photometrics, Ltd., a Delaware corporation whose principal office is located in
Tucson, Arizona, and which wholly owns a foreign sales affiliate located in
Germany (collectively "Photometrics").

Photometrics develops, designs, manufactures and markets scientific grade
digital imaging products world-wide in various market segments. Photometrics
supplies several OEM's and markets directly to a diverse end-user base in the
scientific research, industrial research and industrial process markets. The
Company expects to consider the coordination and integration of certain of the
operations of Photometrics with those of Princeton Instruments, Inc.
("Princeton"), another subsidiary, to eliminate redundancy, enhance efficiency
and improve customer service at both business units. Notwithstanding this
coordination and integration, the Company expects that the Photometrics and
Princeton businesses will continue to be operated as separate operating
divisions serving their respective traditional customer bases.

There were no prior material relationships between the Company or its affiliates
and Photometrics, its shareholders, officers or directors.  The purchase price
of $37.0 million was determined by arms-length negotiations and was paid all in
cash at closing.  $3.0 million of the cash paid as part of the purchase price
was placed in an escrow account established pursuant to an escrow agreement
entered into for the purpose of securing certain of Photometrics'
indemnification obligations contained in the Purchase Agreement.  Photometrics
had cash on hand of $1 million at closing.  Other direct costs to the Company
associated with the acquisition of Photometrics are approximately $.3 million.

The acquisition of Photometrics will be accounted for as a purchase.

The acquisition of Photometrics was financed primarily by borrowings under the
Company's $200 million revolving credit agreement which was entered into on 
May 15, 1997.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(a)  Financial Statements of Business Acquired

     None Required

(b)  Pro Forma Financial Information

     None Required

(c)  Exhibits

     2   Agreement and Plan of Reorganization dated March 27, 1998, by and among
         Roper Industries, Inc., Roper Acquisition Corp., Photometrics, Ltd. and
         Certain Stockholders of Photometrics, Ltd.

 
                                  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.
                                                   ---------------------- 
                                                       (Registrant)

Date  April 15,1998                            By: /s/ Martin S. Headley
      ---------------                              ------------------------  
                                                   Martin S. Headley
                                                   Vice President and
                                                   Chief Financial Officer

                                 EXHIBIT INDEX

Number    Exhibit*

2         Agreement and Plan of Reorganization dated March 27, 1998, by and
          among Roper Industries, Inc., Roper Acquisition Corp., Photometrics,
          Ltd. and certain stockholders of Photometrics, Ltd.

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

Exhibits

Exhibit A1               Selling Stockholders

Exhibit 2(b)             Amended and Restated Certificate of Incorporation
                         of Photometrics, Ltd.

Exhibit 2(j)(iii)(B)(1)  Noncompetition Agreement Signatories

Exhibit 2(j)(iii)(B)(2)  Noncompetition Agreement

Exhibit 5(a)(v)          Third Party Consents

Exhibit 5(a)(x)          Opinion of Counsel to the Company and the Stockholders

Exhibit 5(a)(xiii)       Consent of Spouse

Exhibit 5(b)(v)          Opinion of Counsel to Parent and Buyer

Exhibit 8(b)(iv)         Escrow Agreement

Disclosure Schedules

3(a)                     Organization of the Company
3(c)                     Noncontravention
3(d)                     Brokers' Fees

3(f)                     Capital Structure
3(g)                     Financial Statements
3(h)                     Subsequent Events
3(k)                     Tax Matters
3(l)                     Leased Real Property
3(m)                     Intellectual Property
3(o)                     Contracts
3(q)                     Powers of Attorney
3(r)                     Insurance
3(s)                     Litigation
3(t)                     Product Warranty
3(w)                     Employee Benefits
3(y)                     Environment, Health and Safety
3(cc)                    At Will Employees

                      AGREEMENT AND PLAN OF REORGANIZATION

                                     AMONG

                            ROPER INDUSTRIES, INC.,

                            ROPER ACQUISITION CORP.,
                                        
                               PHOTOMETRICS, LTD.
                                        
                                      AND

               CERTAIN OF THE STOCKHOLDERS OF PHOTOMETRICS, LTD.
                                        
                              DATED MARCH 27, 1998

                      AGREEMENT AND PLAN OF REORGANIZATION

     This Agreement and Plan of Reorganization (this "Agreement") is entered
into on March 27, 1998, by and among ROPER INDUSTRIES, INC., a Delaware
corporation ("Parent"), ROPER ACQUISITION CORP., a Delaware corporation (the
"Buyer"), PHOTOMETRICS, LTD., a Delaware corporation (the "Company"), and
certain of the stockholders of the Company (listed in Exhibit A1 attached hereto
and collectively referred to as the "Stockholders").  The Parent, the Buyer, the
Company and the Stockholders are collectively referred to herein as the
"Parties."

                                    RECITALS
                                    --------

     A.  The Company is engaged in the assembly, distribution and sale of
certain analytical and scientific laboratory instruments;

     B.  A majority of the issued and outstanding shares of capital stock of the
Company are owned, beneficially and of record, by the Stockholders and certain
Company stock options are also issued and outstanding;

     C.  The Board of Directors of the Company has authorized and approved the
execution, delivery and performance of this Agreement according to its terms;

     D.  The Parent, the Buyer, the Stockholders and the Company deem it
advisable and in their best interests that the Buyer shall merge with the
Company, with the Company being the surviving corporation thereof;

     NOW, THEREFORE, in consideration of the premises and the mutual promises
herein made, and in consideration of the representations, warranties, and
covenants herein contained, the Parties agree as follows:

     1.  DEFINITIONS

     "AAA" has the meaning set forth in Section 9(p) below.

     "Affiliated Group" means any affiliated group within the meaning of Code
Sec. 1504(a) (or any similar group defined under a similar provision of state,
local, or foreign law).

     "Agreement" has the meaning set forth in the preface above.

     "Applicable Rate" means the corporate base rate of interest announced from
time to time by NationsBank.

     "Basis" means any past or present fact, situation, circumstance, status,
condition, activity, practice, occurrence, event, incident, action, failure to
act, or transaction that forms or could reasonably be expected to form the basis
for any specified consequence.

     "Business" means the business conducted or proposed or planned to be
conducted by the Company and the Company Subsidiaries on a consolidated basis on
and as of the Closing Date, including, without limitation, the assembly,
distribution and sale of certain analytical and scientific laboratory
instruments.

     "Buyer" has the meaning set forth in the preface above.

     "Cash" means cash and cash equivalents (including marketable securities and
short term investments) calculated in accordance with GAAP applied on a basis
consistent with the preparation of the Financial Statements, inclusive of
deposits-in-transit and after deduction for outstanding checks.

     "Certificate" means a stock certificate representing Photometrics Shares.

     "Closing" has the meaning set forth in (S) 2(i) below.

     "Closing Date" has the meaning set forth in (S) 2(i) below.

     "Company" has the meaning set forth in the preface above.

     "Company Benefit Plan" has the meaning set forth in (S) 3(w)(i) below.

     "Company ERISA Affiliate" has the meaning set forth in (S) 3(w)(ii) below.

     "Company Information" shall mean Confidential Information and Trade
Secrets.

     "Company Qualified Plan" has the meaning set forth in (S) 3(w)(vii) below.

     "Company Subsidiary" means Photometrics GMBH or Photometrics Ltd.,
International, all of the issued and outstanding shares of capital stock of
which are owned by the Company; and "Company Subsidiaries" means both of the
aforementioned subsidiaries.

     "Company Subsidiary Shares" means all of the issued and outstanding shares
of capital stock of any Company Subsidiary.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Confidential Information" means: (a) confidential data and confidential
information relating to the business of the Company (which does not rise to the
status of a Trade Secret) which is or has been disclosed to the Stockholders or
of which the Sellers became aware as a consequence of or through their
relationship with the Company and which has value to the

Company and is not generally known to its competitors.  Confidential Information
shall not include any data or information that (a) has been voluntarily
disclosed to the public by the Company, (b) has been independently developed and
disclosed to the public by others, (c) otherwise enters the public domain
through lawful means, (d) was already known by Recipient prior to such
disclosure or was lawfully and rightfully disclosed to the Stockholders by
another Person without violating any confidentiality agreement with the Company,
or (e) that is required to be disclosed by law or order.

     "Controlled Group of Corporations" has the meaning set forth in Code Sec.
1563.

     "DGCL" means the Delaware General Corporation Law.

     "Disclosure Schedule" has the meaning set forth in (S) 3 below.

     "Effective Date" has the meaning set forth in (S) 2(a) below.

     "Effective Time" has the meaning set forth in (S) 2(a) below.

     "Employment Law" has the meaning set forth in (S) 3(v) below.

     "Environmental, Health, and Safety Laws" means the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, the Resource
Conservation and Recovery Act of 1976, and the Occupational Safety and Health
Act of 1970, each as amended and as in effect on the Closing Date, together with
all other laws in effect on the Closing Date (including rules, regulations,
codes, plans, injunctions, judgments, orders, decrees, rulings, and charges
thereunder) of federal, state, local and foreign governments (and all agencies
thereof) concerning pollution or protection of the environment, natural
resources, public health and safety, or employee health and safety, including
laws relating to omissions, discharges, releases, or threatened releases of
Hazardous Substances in air, surface water, ground water, or lands or otherwise
relating to the manufacture, processing, distribution, use, treatment, storage,
disposal, transport, or handling of Hazardous Substances.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

     "Escrow Agreement" means the Escrow Agreement dated the Closing Date in
substantially the form attached hereto as Exhibit 8(b)(iv) to be entered into
among the Parties and the Bank of New York, as escrow agent ("Escrow Agent"),
for purposes of holding the Escrow Fund.

     "Escrow Fund" means an amount equal to:  $3,000,000 plus 200% of the amount
of the Purchase Price allocable to any Photometrics Shares for which dissenter's
rights are or may be exercised under the DGCL, to be held in respect of
indemnification obligations of the Stockholders under (S) 8(b)(i)(B) hereof,
under (S) 8(b)(i)(C) hereof and under (S) 8(b)(iv) hereof.

     "Extremely Hazardous Substance" has the meaning set forth in Sec. 302 of
the Emergency Planning and Community Right-to-Know Act of 1986, as amended.

     "Fiduciary" has the meaning set forth in ERISA Sec. 3(21).

     "Financial Statements" has the meaning set forth in (S) 3(g)(i) below.

     "GAAP" means United States generally accepted accounting principles as in
effect as of the date hereof.

     "Hazardous Substances" means pollutants, contaminants, petroleum, asbestos
or chemical, industrial, hazardous or toxic material or wastes.

     "Indemnified Party" has the meaning set forth in (S) 8(d)(i)(A) below.

     "Indemnifying Party" has the meaning set forth in (S) 8(d)(i)(A) below.

     "Intellectual Property" means with respect to the Business:

          (a) all inventions (whether patentable or unpatentable and whether or
     not reduced to practice), all rights to research and development, all
     innovations, all improvements thereto, and all patents, patent
     applications, and patent disclosures, together with all reissuances,
     continuations, continuations-in-part, revisions, extensions, and re-
     examinations thereof;

          (b) all trademarks, service marks, trade dress, logos, trade names and
     corporate names, together with all translations, adaptations, derivations,
     and combinations thereof and including all goodwill associated therewith,
     and all applications, registrations, and renewals in connection therewith;

          (c) all copyrightable works, all copyrights, and all applications,
     registrations, and renewals in connection therewith;

          (d) all mask works and all applications, registrations, and renewals
     in connection therewith;

          (e) all trade secrets and confidential business information (including
     ideas, research and development, know-how, formulae, compositions,
     manufacturing and production processes and techniques, technical data,
     designs, drawings, specifications, customer and supplier lists, pricing and
     cost information, and business and marketing plans and proposals but
     excluding any such information received from Advanced Microscopy
     Techniques);

          (f) all computer software (including data and related documentation);

          (g) all other proprietary rights relative to any of the foregoing; and

          (h) all copies and tangible embodiments thereof (in whatever form or
     medium).

     "Interim Financial Statements" has the meaning set forth in (S) 3(g)(i)
below.

     "IRS" has the meaning set forth in (S) 3(w)(vi) below.

     "Knowledge" means, with respect to the Company, actual knowledge of the
directors and executive management employees of the Company, after due inquiry
with respect to the relevant matter; and, with respect to the Stockholders,
actual knowledge of any of the individual Stockholders, after due inquiry with
respect to the relevant matter.

     "Leased Real Property" means the real property, fixtures and improvements
(inclusive of warranties, guaranties, permits and licenses in connection
therewith) which, with respect to the Company, is located at 3440 East Britannia
Drive, Tucson, Arizona 85706, and with respect to Photometrics GMBH, one of the
Company Subsidiaries, is located at Sollner Strasse 61, Munich, Germany D-81479.

     "Liability" or "Liabilities" means any direct or indirect indebtedness,
liability, claim, loss, damage, deficiency, obligation or responsibility, fixed
or unfixed, choate or inchoate, liquidated or unliquidated, secured or
unsecured, accrued, absolute, contingent or otherwise.

     "Losses" means all economic losses, liabilities, obligations, amounts paid
in settlement, costs and expenses, including court costs, and reasonable
attorneys' fees and expenses, incurred in connection with any action, suit,
proceeding, hearing, investigation, charge, complaint, claim, demand,
injunction, judgment, order, decree, or ruling.

     "Merger" has the meaning set forth in (S) 2(b) below.

     "Material Contracts" has the meaning set forth in (S) 3(o) below.

     "Multiemployer Plan" has the meaning set forth in ERISA Sec. 3(37).

     "Optionholders" has the meaning set forth in (S) 2(h)(i) below.

     "Option Withholding Amount" the amount of any and all withholding
obligations which the Company is obligated to pay or has paid to federal and
state taxing authorities as a result of the cashless exercise of any Company
Stock Options held by the Optionholders on or prior to the Closing Date.

     "Ordinary Course of Business" means the ordinary course of business of the
Company consistent with past custom and practice (including with respect to
quantity and frequency) and

not inconsistent with the standards, practices and principles reflected in the
Company Financial Statements.

     "Parent" has the meaning set forth in the preface above.

     "Party" has the meaning set forth in the preface above.

     "PBGC" means the Pension Benefit Guaranty Corporation.

     "Person" means an individual, a partnership, a corporation, an association,
a joint stock company, a trust, a joint venture, an unincorporated organization,
a limited liability company, or a governmental entity (or any department,
agency, or political subdivision thereof).

     "Photometrics Common Stock" means all of the issued and outstanding shares
of Class A Common Stock, with par value $.001 per share, of the Company and
Class B Common Stock, with par value $.001 per share, of the Company.

     "Photometrics Options" or "Options" means all of the currently outstanding
options issued under the Photometrics Option Plans.

     "Photometrics Option Plans" means the 1992 Amended and Restated Stock
Option Plan, as amended; the Directors and Non-employees Stock Option Plan; and
the Long-term Incentive Plan each adopted by the Board of Directors of the
Company and approved by the stockholders of the Company to the extent required
by applicable law.

     "Photometrics Preferred Shares" or "Preferred Shares" means all of the
issued and outstanding shares of Series B Preferred Stock, with par value $.001
per share, of the Company and Series C Preferred Stock, with par value $.001 per
share, of the Company.

     "Photometrics Shares" or the "Stock" means all of the issued and
outstanding capital stock of the Company, which consists of the Photometrics
Common Stock and the Photometrics Preferred Shares.

     "Process Agent" has the meaning set forth in (S) 9(o) below.

     "Product Warranty Claims" means claims of the Company customers and/or
users made during the twelve (12) month period following Closing in the Ordinary
Course of Business with respect to products sold by the Company on and prior to
the Closing Date which (i) are based solely on the Company's written product
warranties disclosed to the Buyer, and (ii) are only for the repair or
replacement or reimbursement remedies expressed in such written product
warranties.

     "Prohibited Transaction" has the meaning set forth in ERISA Sec. 406 and
Code Sec. 4975.

     "Purchase Price" has the meaning set forth in (S) 2(c)(i) below.

     "Reportable Event" has the meaning set forth in ERISA Sec. 4043.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Security Interest" means any mortgage, claim, easement, restriction,
pledge, lien, encumbrance, charge, or other security interest, other than (a)
mechanic's, materialmen's, and similar liens incurred in the Ordinary Course of
Business, (b) liens for Taxes not yet due and payable or for Taxes that the
taxpayer is contesting in good faith through appropriate governmental or
judicial proceedings, (c) purchase money liens and liens securing rental
payments under capital lease arrangements, (d) other immaterial liens arising in
the Ordinary Course of Business and not incurred in connection with the
borrowing of money, and (e) liens arising as a result of any act or omission of
the Buyer.

     "Stockholder Expenses" shall mean all expenses incurred, paid or accrued by
the Company or the Stockholders prior to, on or subsequent to the Closing Date
which relate to the transactions contemplated by this Agreement including, but
not limited to, legal fees and costs of Snell & Wilmer, accounting and financial
services fees and expenses of Deloitte & Touche LLP, and the fees and expenses
of Broadview Associates described in Section 3(d) of the Disclosure Schedule.

     "Stockholders" has the meaning set forth in the preface above.

     "Stockholders Committee" means a committee consisting of Earl Refsland,
Sherman Muller and Gregory Teesdale which has been appointed by the Board of
Directors of the Company and which will be ratified by the Stockholders for the
purpose of administering the Purchase Price as set forth in (S) 2(d)(ii).

     "Surviving Corporation" has the meaning set forth in (S) 2(b) below.

     "Tax" and "Taxes" means all taxes, charges, fees, levies or other
assessments imposed by any federal, state, local or foreign taxing authority,
whether disputed or not, including without limitation, income, capital,
estimated, excise, property, sales, transfer, withholding, employment, payroll,
and franchise taxes and such terms shall include any interest, penalties or
additions attributable to or imposed on or with respect to such assessments and
any expenses incurred in connection with the settlement of any tax liability.
As used in this Agreement, the term "Taxes" includes all foreign, federal, state
and local income, franchise, property, sales, use, excise, payroll or other
taxes, including, without limitation, penalties, interest and other additions to
tax, and obligations for withholding taxes from payments due or made to any
other Person.

     "Tax Return" means any return, declaration, report, claim for refund, or
information return or statement relating to Taxes, including any schedule or
attachment thereto, and including any amendment thereof.

     "Trade Secrets" means business or technical information of the Company,
including but not limited to a formula, pattern, program, device, compilation of
information, method, technique, or process that:  (i) derives independent actual
or potential commercial value from not being generally known or readily
ascertainable through independent development or reverse engineering by persons
who can obtain economic value from its disclosure or use; and (ii) is the
subject of efforts that are reasonable under the circumstances to maintain its
secrecy.  Trade Secrets shall specifically include, without limitation,
information relating to the design, manufacture, application, know-how, research
and development relating to the Company's present, past or prospective products
and/or computer programs.

     2.   THE MERGER.

          (a) Effective Date.  Subject to the terms and conditions of this
     Agreement, the Merger shall become effective upon the filing with the
     Delaware Secretary of State of a duly executed Certificate of Merger and
     officers' certificates and/or other documents as required by the DGCL, or
     at such time thereafter as is provided by mutual agreement in the
     Certificate of Merger (the "Effective Time").  The date on which the
     Effective Time occurs as specified in the Plan of Merger shall be referred
     to herein as the "Effective Date."

          (b) Effect of the Merger.  Subject to the terms and conditions of this
     Agreement and the Certificate of Merger, at the Effective Time, the Buyer
     shall be merged with and into the Company (the "Merger") and the Company
     shall be the surviving corporation (the "Surviving Corporation") in the
     Merger.  The Certificate of Incorporation of the Company and Bylaws of the
     Buyer, respectively, as in effect immediately prior to the Effective Time,
     shall be the Certificate of Incorporation and Bylaws of the Surviving
     Corporation; provided, however, that the Articles of Incorporation shall be
     amended and restated in the form of Exhibit 2(b) hereof.  The officers and
     directors of the Buyer immediately prior to the Effective Time shall be the
     officers and directors of the Surviving Corporation, in each case, until
     their respective successors are duly elected and qualified.  The corporate
     name of the Surviving Corporation shall be Photometrics, Ltd.

          (c) Conversion of Photometrics Shares.  At the Effective Time, by
     virtue of the Merger and without any action on the part of the Company, the
     Buyer or the holder of any Photometrics Shares:

               (i) all of the Photometrics Shares issued and outstanding prior
          to the Effective Time shall be converted into the right to receive an
          amount of cash equal to Thirty Seven Million Dollars ($37,000,000)
          (the "Purchase Price");

               (ii) each share of capital stock of the Company that is held in
          the treasury of the Company, if any, shall be cancelled and retired
          and cease to exist and no consideration shall be issued in exchange
          therefor; and

               (iii)  each issued and outstanding share of capital stock of
          Buyer shall be converted into and become the fully paid and non-
          assessable share of common stock of the Surviving Corporation.

          (d) Payment of Purchase Price.  The Purchase Price shall be paid as
     follows:

               (i) Three Million Dollars ($3,000,000) plus 200% of the amount of
          the Purchase Price allocable to any Photometrics shares for which
          dissenter's rights are or may be exercised under the DGCL prior to the
          Closing Date shall be paid to the Escrow Agent on the Closing Date
          pursuant to the Escrow Agreement to be held and disbursed as provided
          in the Agreement and in the Escrow Agreement;

               (ii) One Million Three Hundred Thousand Dollars ($1,300,000)
          shall be paid to the Stockholders Committee, which shall be used by
          the Stockholders Committee to satisfy Stockholder Expenses. Three days
          prior to the Closing Date, the Company will deliver a preliminary
          accounting setting forth in reasonable detail the Stockholder Expenses
          expected as of the Closing Date. Said accounting shall be based on
          actual and pro forma expenses, costs, reimbursements, taxes and the
          like. Statements for all Stockholder Expenses accrued through the
          Closing shall be presented at the Closing. The Stockholders shall pay
          all Stockholder Expenses, whenever incurred or accrued, without regard
          to whether the amount set forth in this paragraph (ii) is sufficient
          for that purpose.

               (iii) The balance of the Cash Payment shall be paid to the
          holders of Photometrics shares in accordance with the written
          instructions of the Stockholder Committee.

          (e) Dissenters' Rights.  From and after the Effective Date, the
     holders of Certificates formerly representing any of the Photometrics
     Shares, or any other owners of Photometrics Shares who do not hold
     Certificates, shall cease to have any rights with respect thereto other
     than any dissenters' rights they have perfected pursuant to Chapter 262 of
     the DGCL.

          (f)  Surrender of Certificates.

               (i) The Buyer and the Company hereby appoint the Stockholders
          Committee as exchange agent for the purpose of exchanging Certificates
          formerly representing the Photometrics Shares, and at and after the
          Effective Date, the Buyer shall deliver the Purchase Price required to
          be delivered to holders of the Photometrics Shares pursuant to (S)
          2(d)(i) of this Agreement in accordance with the written direction of
          the Stockholders Committee.  As soon as practicable after the
          Effective Date, each holder of the Photometrics Shares converted
          pursuant to (S) 2(c), upon surrender to the Stockholders Committee of
          one or more Certificates

          for cancellation, will be entitled to receive cash determined in
          accordance with (S) 2(c)(i).

               (ii) Any cash to be paid pursuant to (S) 2(d)(ii), if held at the
          direction of the Stockholders Committee for payment or delivery to the
          holders of unsurrendered Certificates formerly representing
          Photometrics Shares and unclaimed at the end of one year from the
          Effective Date, shall (together with any interest earned thereon) at
          such time be paid or redelivered at the direction of the Stockholders
          Committee to the Buyer, and after such time any holder of a
          Certificate who has not surrendered such Certificate to the
          Stockholders Committee shall, subject to applicable law, look as a
          general creditor only to the Buyer for payment or delivery of such
          cash, as the case may be.

          (g)  No Further Transfers of Photometrics Shares.  At the Effective
     Date, the stock transfer books of Company shall be closed and no transfer
     of Photometrics Shares theretofore outstanding shall thereafter be made.

          (h)  Treatment of Stock Options.

               (i) On the Effective Date, Options to purchase shares of
          Photometrics Common Stock issued pursuant to the Photometrics Option
          Plans that are outstanding shall terminate without any further action.
          The Company agrees to provide the notice to holders of Options
          ("Optionholders") as required pursuant to the Photometrics Option
          Plans describing each Optionholder's right to a cashless exercise of
          his/her Options and that should said holder fail to so exercise the
          Options they shall expire.

               (ii) The Company shall otherwise amend the Photometrics Option
          Plans and obtain any required shareholder approval of such
          Photometrics Option Plan amendments and shall amend, as necessary, any
          and all Option agreements (including obtaining any required
          participant consents) prior to the Effective Date to make them
          consistent with this (S) 2(h).

          (i)  The Closing.  The closing of the transactions contemplated by
     this Agreement (the "Closing") shall take place at the offices of Powell,
     Goldstein, Frazer & Murphy LLP, 191 Peachtree Street NE, Suite 1600,
     Atlanta, Georgia, on March 31, 1998, or such other date as the parties may
     mutually determine (the "Closing Date").

          (j)  Deliveries at the Closing.  (i) At the Closing, the Stockholders
     will deliver to the Buyer the various certificates, instruments, and
     documents referred to in (S) 5(a) below; (ii) the Buyer will deliver to the
     Stockholders the various certificates, instruments, and documents referred
     to in (S) 5(b) below; (iii) the Company and the Stockholders will execute,
     acknowledge (if appropriate), and deliver to the Buyer (A) such
     certificates and instruments of sale, transfer, conveyance, and assignment
     as the Buyer and its counsel may reasonably request; (B) a Non-Competition

     Agreement between the Company, the Buyer and those Persons listed in
     Exhibit 2(j)(iii)(B)(1) hereto in substantially the form attached hereto as
     Exhibit 2(j)(iii)(B)(2), and (C) the Escrow Agreement, (iv) the Buyer will
     execute, acknowledge (if appropriate), and deliver to the Stockholders and
     Company such certificates as the Company's counsel reasonably may request;
     and (v) the Buyer will deliver to the Stockholders the Purchase Price in
     accordance with (S) 2(d) above.

     3.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS.
The Company and the Stockholders, jointly but not severally, represent and
warrant to the Buyer and the Parent that the statements contained in this (S) 3
are correct and complete, except as specified to the contrary in the disclosure
schedule prepared by the Company accompanying this Agreement and initialed by
the Company and the Buyer (the "Disclosure Schedule") and will be correct and
complete as of the Closing Date. The Disclosure Schedule will be arranged in
paragraphs corresponding to the lettered and numbered paragraphs contained in
this (S) 3.

          (a)  Organization of the Company; Investment Intent.

               (i) The Company is a corporation duly organized, validly
          existing, and in good standing under the laws of the jurisdiction of
          its incorporation and has full corporate power and authority to carry
          on its business as it is now being conducted, to own or hold under
          lease the assets which it owns or holds under lease and to perform all
          its obligations under the agreements and instruments to which it is a
          party or by which it is bound.  The Company is qualified to do
          business as a foreign corporation in each jurisdiction in which the
          conduct of its business requires such qualification, which
          jurisdictions are set forth in (S) 3(a)(i) of the Disclosure Schedule.
          The capital stock of the Company is, and, as of the Closing Date, all
          of the outstanding Photometrics Shares will be, held of record and
          beneficially by the Stockholders as described in (S) 3(a)(i) of the
          Disclosure Schedule.

               (ii) The Company has provided the Buyer with a list of the type
          of entity and jurisdiction of organization, and the number of
          outstanding shares for each Company Subsidiary.  Except for the
          Company Subsidiaries, the Company does not own directly or indirectly
          any equity security or equivalent interest in any corporation,
          partnership, joint venture, business trust or other legal entity. Each
          of the Company Subsidiaries is a corporation duly organized, validly
          existing and in good standing under the laws of the jurisdiction of
          its incorporation and has full corporate power and authority to carry
          on its business as it is now being conducted, to own or hold under
          lease the assets which it owns or holds under lease and to perform all
          its obligations under the agreements and instruments to which it is a
          party or by which it is bound. Each of the Company Subsidiaries is
          duly qualified to do business as a foreign corporation or otherwise
          and is in good standing under the laws of each country, state or other
          jurisdiction in which the 

          ownership or leasing of the properties owned by it or the nature of
          the activities conducted by it requires such qualification. The sole
          jurisdiction in which Photometrics GMBH is qualified to do business is
          the Republic of Germany. Photometrics, Ltd., International is
          qualified to do business in the United States Virgin Islands.

          (b)  Authorization of Transaction.  The Company and the Stockholders
     have full power and authority (including full corporate power and
     authority) to execute and deliver this Agreement and the other documents
     contemplated hereby and to perform their obligations hereunder, including,
     without limitation, consummation of the Merger. Without limiting the
     generality of the foregoing, the board of directors of the Company has and,
     as of the Closing Date, the Stockholders of the Company will have duly
     authorized the execution, delivery and performance of this Agreement. This
     Agreement constitutes and, when delivered, the other documents contemplated
     hereby will constitute the valid and legally binding obligations of the
     Company and the Stockholders, enforceable in accordance with their
     respective terms and conditions. Neither the Company nor the Stockholders
     need to give any further notice to, make any further filing with, or obtain
     any further authorization, consent, or approval of any governmental agency
     in order for the Parties to consummate the transactions contemplated by
     this Agreement including without limitation, the Merger.
 
          (c)  Noncontravention.  Neither the execution and the delivery of this
     Agreement, nor the consummation of the transactions contemplated hereby
     will (i) violate any constitution, statute, regulation, rule, injunction,
     judgment, order, decree, ruling, charge, or other restriction of any
     government, governmental agency, or court to which the Company, any Company
     Subsidiary or the Stockholders are subject, (ii) violate any provision of
     the charter or bylaws of the Company or of any Company Subsidiary, or (iii)
     conflict with, result in a breach of, constitute a default under, result in
     the acceleration of, create in any party the right to accelerate,
     terminate, modify, or cancel, or require any notice under any agreement,
     contract, lease, license, instrument, or other arrangement to which the
     Company, any Company Subsidiary or the Stockholders are a party or by which
     they are bound or to which any of the Company's assets or the assets of any
     Company Subsidiary is subject (or result in the imposition of any Security
     Interest upon any of such assets) other than, in each case, any of the
     foregoing resulting from the failure to obtain necessary consents to
     assignments required under the terms of any such agreement, contract,
     lease, license, instrument or other arrangement listed in (S) 3(c) of the
     Disclosure Schedule.
 
          (d)  Brokers' Fees.  Except for the Company's obligation to Broadview
     Associates, the extent of which is briefly and accurately set forth in (S)
     3(d) of the Disclosure Schedule, neither the Company nor any of the
     Stockholders has any Liability or obligation to pay any fees or commissions
     to any broker, finder, or agent with respect to the transactions
     contemplated by this Agreement.

 
          (e)  Title to and Condition of Assets.  The assets of the Company and
     the Company Subsidiaries constitute all of the property and assets used or
     necessary to conduct the Business as presently conducted. To the Knowledge
     of the Company and the Stockholders, each such asset is free from any known
     material defects, has been maintained in accordance with normal industry
     practice, is in good operating condition and repair (subject to normal wear
     and tear), and is suitable for the purpose for which it is presently used.
     The Company and the Company Subsidiaries have good title to all of the
     assets owned by them, and a valid leasehold interest in all the assets
     leased by the Company or any of the Company Subsidiaries, free and clear of
     any Security Interests.

          (f)  Capital Structure of the Company and the Company Subsidiary.

               (i) The authorized capital stock of the Company consists of a
          total of 7,802,707 shares of capital stock, with $.001 par value per
          share, consisting of (A) 4,717,000 shares of Class A Common Stock, (B)
          283,000 shares of Class B Common Stock, (C) 1,027,707 shares of Series
          B Preferred Stock and (D) 1,775,000 shares of Series C Preferred
          Stock.

               (ii) 1,151,384 shares of Class A Common Stock are currently
          issued and outstanding, 272,704 shares of Class B Common Stock are
          currently issued and outstanding, 1,027,707 shares of Series B
          Preferred Stock are currently issued and outstanding, and 1,768,291
          shares of Series C Preferred Stock are currently issued and
          outstanding.

               (iii)  822,697 shares of Class A Common Stock were reserved for
          issuance upon the exercise of the Photometrics Options all of which
          have been granted pursuant to the Photometrics Option Plans, and
          2,795,998 shares of Class A Common Stock were reserved for issuance in
          connection with the right to convert the Class B Preferred and Class C
          Preferred Stock, respectively.

               (iv) The authorized shares of Photometrics GMBH consists of DM
          50,000.  The authorized capital stock of Photometrics, Ltd.,
          International consists of 1,000 shares, all of which are issued and
          outstanding.  The Company is the sole, beneficial and record owner of
          all of the Company Subsidiary Shares.  The Company Subsidiary Shares
          are duly authorized and validly issued and are fully paid and
          nonassessable.  No options, warrants, conversion or other rights,
          agreements, commitments, arrangements or understandings of any kind
          obligating the Company or any Company Subsidiary, contingently or
          otherwise, to issue or sell any shares of common stock or securities
          convertible into or exchangeable for any Photometrics Shares or
          Company Subsidiary Shares or any other securities, are outstanding,
          and no authorization therefor has been given. All issuances, sales and
          repurchases of equity interests by the Company and the Company
          Subsidiaries have been effected in substantial compliance with all
          applicable laws.

               (v) As of the Closing Date there will be no Photometrics Options
          outstanding and all currently issued and outstanding Photometrics
          Options will have been exercised or terminated.

               (vi)  The Option Withholding Amount shall not be in excess of 
          $17,000.

               (vii)  As of the Closing Date, the Stockholders will own 91.3% of
          the Photometrics Shares on a fully diluted basis.
 
               (viii)  Except as disclosed in this (S) 3(f), no other equity
          securities of the Company or any Company Subsidiary have been issued
          or are outstanding. As of the date of this Agreement and as of the
          Closing there are no and there will be no other outstanding (A)
          options, agreements, calls or commitments of any character which would
          obligate the Company or any Company Subsidiary to issue, sell, pledge,
          assign or otherwise encumber or dispose of, or to purchase, redeem or
          otherwise acquire, any Photometrics Stock, any of the authorized but
          unissued capital stock of the Company, any shares of the Company
          Subsidiaries or any authorized but unissued capital stock of any
          Company Subsidiary, or (B) warrants or options relating to, rights to
          acquire, or debt or equity securities convertible into, shares of
          Photometrics Common Stock, Photometrics Preferred Stock, Company
          Subsidiary Shares or other equity securities.
 
               (ix) As of the date of this Agreement, and as of the Closing,
          neither the Company nor the Company Subsidiary, has or will have any
          bonds, debentures, notes or other indebtedness the holders of which
          have the right to vote (or which are convertible into or exercisable
          for securities having the right to vote) with the Stockholders (or any
          Company Subsidiary) on any matter or to approve the transactions
          contemplated hereby.
 
               (x)  As of the date of this Agreement, all outstanding shares of
          Photometrics Common Stock and Photometrics Preferred Stock have been
          duly authorized and validly issued and are fully paid and
          nonassessable. Furthermore, any shares of Photometrics Common Stock or
          Photometrics Preferred Stock issued upon the exercise of any Options
          between the date of this Agreement and the date of the Closing will
          have been duly authorized and validly issued and will be fully paid
          and nonassessable.
 
               (xi) All Options were granted under the Photometrics Option
          Plans, and all shares issued upon exercise of said Options have been
          duly authorized and validly issued and are fully paid and
          nonassessable, in compliance with all applicable laws. Furthermore,
          any new Photometrics Shares issued upon the exercise of options
          granted under the Photometrics Option 

          Plans after the date of this Agreement will be at the date of the
          Closing duly authorized and validly issued and fully paid and
          nonassessable.

               (xii)  All issued and outstanding Photometrics Shares and Company
          Subsidiary Shares have been issued in compliance with all state and
          federal securities laws and laws applicable thereto.

               (xiii)  As of the Closing Date, there will be no accrued and
          unpaid dividends on the Photometrics Shares. No Photometrics Shares
          are entitled to receive dividends, other than the following:

                    (A) each share of Series B Preferred Stock accrues from day
               to day, from the day such share is issued, a dividend at a rate
               of $.18 per share; and

                    (B) each share of Series C Preferred Stock accrues from day
               to day, from the day such share is issued, a dividend at rate of
               $.24 per share.

               (xiv) As of the date of this Agreement and as of the date of the
          Closing the Company has not and will not have received any notice by
          the holders of the Photometrics Preferred Stock requesting redemption
          pursuant to the Amended Certificate of Incorporation of the Company.
 
               (xv) As of the date of the Closing, all outstanding shares of
          Photometrics Preferred Stock shall be converted into Photometrics
          Common Stock and no shares of Photometrics Preferred Stock shall
          remain outstanding.
 
               (xvi) As of the date of this Agreement and as of the date of the
          Closing, the Class B Common Stock has and will have no voting rights.

          (g)  Financial Statements.

               (i) (S) 3(g) of the Disclosure Schedule contains true, correct
          and complete copies of balance sheets, statements of income, changes
          in stockholders' equity and cash flow of the Company and the Company
          Subsidiaries as of and for the fiscal years ending December 31, 1995,
          1996 and 1997 audited by the Company's accountants (the "Financial
          Statements"); and unaudited balance sheets, statements of income
          changes in stockholders' equity and cash flow of the Company and the
          Company Subsidiaries the two (2) months ended February 28, 1998 (the
          "Interim Financial Statements").

               (ii) Each of the Financial Statements is true, correct, complete
          and consistent with the books and records of the Company and the
          Company 

          Subsidiaries. Each of the Financial Statements has been prepared in
          accordance with GAAP and, to the extent in compliance with GAAP, on a
          consistent basis throughout the periods covered thereby and presents
          fairly the financial condition and results of operations and cash
          flows of the Company and the Company Subsidiaries at the dates and for
          the periods specified, subject, in the case of Interim Financial
          Statements, to the absence of notes and the absence of normal
          recurring year-end adjustments and procedures (none of which require
          material adjustment or are inconsistent with past practice).

               (iii)  Neither the Company nor any of the Company Subsidiaries
          has any debt, liability or obligation of any nature, whether accrued,
          absolute, contingent or otherwise, and whether due or to become due,
          that is not reflected or reserved against in the Interim Financial
          Statements, except as set forth in (S) 3(g) of the Disclosure
          Schedule.  Accounts payable reflected in the Financial Statements have
          arisen from bona fide transactions.  All debts, liabilities and
          obligations of the Company and the Company Subsidiaries incurred after
          the date of the Interim Financial Statements were incurred in the
          Ordinary Course of Business, arose from bona fide transactions, and
          are usual and normal in amount both individually and in the aggregate.
          Neither the Company nor any Company Subsidiary is directly or
          indirectly liable to or obligated to provide funds in respect of or to
          guaranty or assume any obligation of any person except to the extent
          reflected and fully reserved against in the Financial Statements.
          Except as set forth in the Financial Statements, all liabilities of
          the Company and the Company Subsidiaries can be prepaid without
          penalty at any time.

               (iv) The loans, notes and accounts receivable reflected in the
          Financial Statements and all such loans, notes and accounts receivable
          arising after the applicable dates of the Financial Statements arose,
          and have arisen, from bona fide transactions, and the bad debt
          reserves established in connection with such loans, notes, and
          accounts receivable are in accordance with GAAP applied on a
          consistent basis.

          (h)  Subsequent Events.  Since February 28, 1998, there has not been
     any material adverse change in the business, financial condition,
     operations, results of operations or prospects of the Company or of any
     Company Subsidiary. Without limiting the generality of the foregoing, since
     that date, except as permitted by this Agreement or with the written
     consent of the Buyer, neither the Company nor any Company Subsidiary has:

               (i) sold, leased, transferred, or assigned any of its assets,
          tangible or intangible outside the Ordinary Course of Business;

               (ii) entered into any agreement, contract, lease, or license (or
          series of related agreements, contracts, leases, and licenses) other
          than Ordinary Course of Business sales and purchase orders;

               (iii)  accelerated, terminated, modified, or canceled any
          agreement, contract, lease, or license (or series of related
          agreements, contracts, leases, and licenses) involving more than
          $50,000 to which the Company is a party or by which it is bound (and
          to the Knowledge of the Company and the Stockholders no other party
          has done so as a result of any default by the Company);

               (iv) imposed or permitted any Security Interest upon any of its
          assets, tangible or intangible;

               (v) made any capital expenditure (or series of related capital
          expenditures) either involving more than $50,000 (when aggregated with
          all such capital expenditures of the Company and the Company
          Subsidiaries) or outside the Ordinary Course of Business;

               (vi) made any capital investment in, any loan to, or any
          acquisition of the securities or assets of, any other Person;

               (vii)  issued any note, bond, or other debt security or created,
          incurred, assumed, or guaranteed any indebtedness for borrowed money
          or capitalized lease obligation;

               (viii)  delayed or postponed the payment of accounts payable or
          other Liabilities outside of the Ordinary Course of Business;

               (ix) canceled, compromised, waived, or released any material
          right or claim (or series of related rights and claims) outside the
          Ordinary Course of Business;

               (x) granted any license or sublicense of any rights under or with
          respect to any Intellectual Property outside of the Ordinary Course of
          Business;

               (xi) changed or authorized any change in the charter or bylaws of
          the Company or of any Company Subsidiary;

               (xii)  experienced any material damage, destruction, or loss to
          its property not covered by insurance;

               (xiii)  made any loan to, or entered into any other transaction
          with, any of its stockholders, directors, officers, and employees;

               (xiv)  amended, modified or terminated any Company Benefit Plan
          or adopted any arrangement that, if adopted, would constitute a
          Company Benefit Plan (except as explicitly contemplated hereunder);

               (xv) granted any increase in the base compensation of any of its
          directors, officers, and employees;

               (xvi)  adopted, amended, modified or terminated any bonus,
          profit-sharing, incentive, option, severance, or other plan, contract,
          or commitment for the benefit of any of its directors, officers,
          employees or consultants (or taken any such action with respect to any
          other employee benefit plan);

               (xvii)  made any other change in employment terms for any of its
          directors, officers, key employees and consultants and, to the
          Knowledge of the Company, no officer, key employee or consultant has
          left or intends to leave the Company and no director, officer, key
          employee or consultant intends to engage in Competing Activities as
          defined in the Noncompetition Agreement;

               (xviii)  made or pledged to make any charitable or other capital
          contribution;

               (xix)  suffered or experienced any other occurrence, event,
          incident, action, failure to act, or transaction outside the Ordinary
          Course of Business which could reasonably be expected to cause or
          result in Losses;

               (xx) declared or paid any dividend or other distribution, whether
          in cash or other property (except for any regular dividend paid in
          stock on the Company's preferred stock);

               (xxi)  violated any covenant contained in (S) 6 hereof; or

               (xxii)  entered into any commitment to do any of the foregoing.

          (i)  Undisclosed Liabilities.  Except as explicitly set forth herein
     or as set forth in the Disclosure Schedule, neither the Company nor any
     Company Subsidiary has any Liability (and there is no Basis for any present
     or future action, suit, proceeding, hearing, investigation, charge,
     complaint, claim or demand against the Company or any Company Subsidiary
     giving rise to any Liability), except for (i) Liabilities set forth in the
     Financial Statements and (ii) Liabilities which have arisen or first been
     asserted after the date of the Financial Statements in the Ordinary Course
     of Business (none of which items in subparagraphs (i) and (ii) results
     from, arises out of, or was caused by any (i) breach of contract, (ii)
     breach of warranty claims which are not Product Warranty Claims, (iii)
     tort, (iv) infringement, or (v) violation of law other than failure to
     comply with any bulk sales law). As of the Closing Date the Company will
     have no obligations or Liabilities for post-retirement benefits, if any,
     for employees of the Company who have retired prior to the Closing Date.

          (j)  Legal Compliance.  The Company and each Company Subsidiary have
     complied with all applicable laws (including rules, regulations, 

     codes, injunctions, judgments, orders, decrees, rulings, and charges
     thereunder) of federal, state, local, and foreign governments (and all
     agencies thereof), the failure to comply with which could reasonably be
     expected to result in Losses the costs of which will exceed $30,000 in the
     aggregate, and no action, suit, proceeding, hearing, investigation, charge,
     complaint, claim, demand, or notice has been filed or commenced against the
     Company or any Company Subsidiary alleging any failure so to comply.

          (k)  Tax Matters.  Except as set forth on Schedule 3(k):

               (i) The Company and each Company Subsidiary has filed all Tax
          Returns that they were required to file and were due.  All such Tax
          Returns were correct and complete in all material respects.  All Taxes
          owed by the Company and each Company Subsidiary (whether or not shown
          on any Tax Return) have been paid.  The Company and each Company
          Subsidiary currently is not the beneficiary of any extension of time
          within which to file any Tax Return.  No claim is presently being made
          by an authority in a jurisdiction where the Company or any Company
          Subsidiary does not file Tax Returns that such Company or Company
          Subsidiary is or may be subject to taxation by that jurisdiction.
          There are no Security Interests on any of the assets of any of the
          Company or any Company Subsidiary that arose in connection with any
          failure (or alleged failure) to pay any Tax.  Neither the Company nor
          any Company Subsidiary has been a member of an Affiliated Group that
          has filed a "consolidated return" within the meaning of Code Sec.
          1501, or has filed a combined or consolidated return with another
          corporation with any other taxing authority.

               (ii) The Company and each Company Subsidiary has made all
          withholdings of Taxes required to be made in connection with amounts
          paid or owing to any employee, independent contractor, creditor,
          shareholder, or other third party and such withholdings have either
          been paid to the appropriate governmental agency or set aside in
          appropriate accounts for such purpose.

               (iii)  Neither the Company nor any Company Subsidiary has
          received any notice or other indication that any authority is
          considering assessing any additional Taxes for any period for which
          Tax Returns have been filed. There is no dispute or claim concerning
          any Tax Liability of the Company or any Company Subsidiary either (A)
          claimed or raised by any authority in writing or (B) as to which the
          Company or any Company Subsidiary or any Shareholder has knowledge
          based upon personal contact with any agent or representative of such
          authority. (S) 3(k) of the Disclosure Schedule lists all federal,
          state, local, and foreign income Tax returns filed with respect to the
          Company and each Company Subsidiary for taxable periods ended on or
          after January 1, 1994, indicates those Tax Returns that have been
          audited, and indicates those Tax Returns that currently are the
          subject of audit. The Company has delivered to the Buyer correct and
          complete copies of all federal and foreign income Tax Returns,
          examination reports, and statements of deficiencies assessed against
          or agreed to by the Company and each Company Subsidiary since 
          January 1, 1998.

               (iv) Neither the Company nor any Company Subsidiary has waived
          any statute of limitations in respect of Taxes or agreed to any
          extension of time with respect to a Tax assessment or deficiency.

               (v) Neither the Company nor any Company Subsidiary has made any
          payments, is obligated to make any payments, or is a party to any
          agreement that under certain circumstances could obligate it to make
          any payments that will not be deductible under Code Sec. 280G.
          Neither the Company nor any Company Subsidiary is a party to any Tax
          allocation or sharing agreement. Neither the Company nor any Company
          Subsidiary (A) has been a member of an Affiliated Group filing a
          consolidated federal income Tax Return (other than a group the common
          parent of which was the Company) or (B) has any Liability for the
          Taxes of any Person (other than the Company and each Company
          Subsidiary) under Treas. Reg. (S) 1.1502-6 (or any similar provision
          of state, local, or foreign law), as a transferee or successor, by
          contract, or otherwise.

          (l)  Leased Real Property.

               (i) Neither the Company nor any Company Subsidiary owns or has
          ever owned any real property.

               (ii) (S) 3(l)(ii) of the Disclosure Schedule lists and describes
          briefly all real property leased to the Company and each Company
          Subsidiary.  The Company has delivered to the Buyer correct and
          complete copies of the leases listed in (S) 3(l)(ii) of the Disclosure
          Schedule (as amended to date).  With respect to each lease listed in
          (S) 3(l)(ii) of the Disclosure Schedule:

                    (A) the lease or sublease is legal, valid, binding,
               enforceable, and in full force and effect in accordance with its
               terms.

                    (B) neither the Company nor any Company Subsidiary is, and
               to the Knowledge of the Company and the Stockholders no party to
               the lease or sublease is, in breach or default, and no event has
               occurred and is continuing which, with notice or lapse of time,
               would constitute a breach or default or permit termination,
               modification, or acceleration thereunder;

                    (C) to the Knowledge of the Company and the Stockholders,
               there are no disputes, oral agreements, or forbearance programs
               in effect as to the lease that would have a Material Adverse
               Effect;

                    (D) neither the Company nor any Company Subsidiary has
               assigned, transferred, conveyed, mortgaged, deeded in trust, or
               encumbered any interest in the leasehold; and

                    (E) all facilities leased thereunder have received all
               approvals of governmental authorities (including licenses and
               permits) required in connection with the operation thereof and
               have been operated and maintained in all material respects in
               accordance with applicable laws, rules, and regulations.

          (m)  Intellectual Property.

               (i) The Company and the Company Subsidiaries own or have the
          right to use pursuant to license, sublicense, agreement, or permission
          of all Intellectual Property used in the operation of their respective
          businesses as presently conducted.  Each item of Intellectual Property
          will be owned or available for use by the Buyer on identical terms and
          conditions immediately subsequent to the Closing, subject to obtaining
          required consents under any contracts identified in (S) 3(m)(i) of the
          Disclosure Schedule.

               (ii) To the Knowledge of the Company and the Stockholders, except
          as set forth in (S) 3(m)(ii) of the Disclosure Schedule, neither the
          Company nor any Company Subsidiary has interfered with, infringed
          upon, misappropriated, or otherwise come into conflict with any
          Intellectual Property rights of third parties, and neither the Company
          nor any Company Subsidiary has received any charge, complaint, claim,
          demand, or notice alleging any such interference, infringement,
          misappropriation, or violation (including any claim that the Company
          or any Company Subsidiary must license or refrain from using any
          Intellectual Property rights of any third party).  No third party has
          interfered with, infringed upon, misappropriated, or otherwise come
          into conflict with any Intellectual Property rights of the Company or
          any Company Subsidiary.

               (iii)  (S) 3(m)(iii) of the Company Disclosure Schedule
          identifies each patent or registration which has been issued or
          transferred to or used by the Company and each Company Subsidiary with
          respect to any of their respective Intellectual Property, identifies
          each pending patent application for registration which the Company and
          each Company Subsidiary has made with respect to any of their
          respective Intellectual Property, and identifies each patent or
          trademark which the Company and each Company Subsidiary has granted to
          any third party with respect to any of their respective Intellectual
          Property. The Company has delivered to the Buyer correct and complete
          copies of all such patents, registrations, applications, licenses,
          agreements, and permissions (as amended to date) and has made
          available to the Buyer correct and complete copies of all other
          written documentation evidencing ownership and prosecution (if
          applicable) of each such item. (S) 3(m)(iii) of the Disclosure
          Schedule also identifies each trade 

          name or unregistered trademark used by the Company or any Company
          Subsidiary in connection with the Business. With respect to each item
          of Intellectual Property required to be identified in (S) 3(m)(iii) of
          the Disclosure Schedule:

                    (A) the Company or the Company Subsidiary possesses all
               right, title, and interest in and to the item, free and clear of
               any Security Interest, license, or other restriction;

                    (B) the item is not subject to any outstanding injunction,
               judgment, order, decree, ruling, or charge nor is any of the
               foregoing threatened;

                    (C) no action, suit, proceeding, hearing, investigation,
               charge, complaint, claim, or demand is pending or, to the
               Knowledge of the Company and the Stockholders threatened, which
               challenges the legality, validity, enforceability, use, or
               ownership of the item; and

                    (D) neither the Company nor any Company Subsidiary has
               agreed to indemnify any Person for or against any interference,
               infringement, misappropriation, or other conflict with respect to
               the item.

               (iv) (S) 3(m)(iv) of the Disclosure Schedule identifies each item
          of Intellectual Property that any third party owns and that the
          Company or any Company Subsidiary uses pursuant to license,
          sublicense, agreement, or permission.  The Company has delivered to
          the Buyer correct and complete copies of all such licenses,
          sublicenses, agreements, and permissions (as amended to date).  With
          respect to each item of Intellectual Property required to be
          identified in (S) 3(m)(iv) of the Disclosure Schedule:

                    (A) the license, sublicense, agreement, or permission
               covering the item is legal, valid, binding, enforceable, and in
               full force and effect, subject to the qualifications that
               enforcement of the rights and remedies created thereby is subject
               to (a) bankruptcy, insolvency, reorganization, moratorium and
               other laws of general application affecting the rights and
               remedies of creditors and (b) general principals of equity
               (regardless of whether such enforcement is considered in a
               proceeding in equity or at law);

                    (B) the license, sublicense, agreement, or permission will
               continue to be legal, valid, binding, enforceable, and in full
               force and effect on identical terms following the consummation of
               the transactions contemplated hereby subject to obtaining any
               required consents under the contracts identified on (S) 3(m)(iv)
               of the Disclosure Schedule;

                    (C) neither the Company nor any Company Subsidiary nor, to
               the Knowledge of the Company and the Stockholders, any other
               party to the 

               license, sublicense, agreement, or permission, is in breach or
               default, and no event has occurred which with notice of lapse of
               time would constitute a breach or default or permit termination,
               modification, or acceleration thereunder;

                    (D) neither the Company nor any Company Subsidiary has, and
               to the Knowledge of the Company and the Stockholders no other
               party to the license, sublicense, agreement, or permission has,
               repudiated any provision thereof;

                    (E) to the Knowledge of the Company and the Stockholders,
               with respect to each sublicense, the representations and
               warranties set forth in subsections (A) through (D) above are
               true and correct with respect to the underlying license;

                    (F) the underlying item of Intellectual Property is not
               subject to any outstanding injunction, judgment, order, decree,
               ruling, or charge;

                    (G) no action, suit, proceeding, hearing, investigation,
               charge, complaint, claim or demand is pending or, to the
               Knowledge of the Company and the Stockholders, threatened, which
               challenges the legality, validity, or enforceability of the
               underlying item of Intellectual Property; and

                    (H) neither the Company nor any Company Subsidiary has
               granted any sublicense or similar right with respect to the
               license, sublicense, agreement, or permission.

          (n)  Inventory.  The inventory of the Company and the Company
     Subsidiaries consists of raw materials and supplies, manufactured and
     purchased parts, goods in process and finished goods, all of which is
     merchantable and fit for the purpose for which it was procured or
     manufactured, and none of which is slow-moving, in accordance with GAAP
     (except for parts and components on hand for servicing products already
     sold), obsolete, damaged or defective, subject to the reserve for inventory
     write-down set forth in the Interim Financial Statements.

          (o)  Contracts.  (S) 3(o) of the Company Disclosure Schedule lists the
     following contracts and other agreements, written or oral, to which the
     Company or any Company Subsidiary is a party:

               (i) any agreement (or group of related agreements) for the lease
          of personal property to or from any Person providing for lease
          payments in excess of $15,000 per annum;

               (ii) except for sales of inventory in the Ordinary Course of
          Business, any agreement (or group of related agreements) for the
          purchase or sale of raw 

          materials, commodities, supplies, products, or other personal
          property, or for the furnishing or receipt of services, the
          performance of which will extend over a period of more than one year,
          or which to the Knowledge of the Company and the Stockholders, will
          result in Losses to the Company or the Company Subsidiaries, or which
          involves amounts or consideration, in excess of $50,000;

               (iii)  any agreement concerning the formation of a partnership or
          joint venture;

               (iv) any agreement (or group of related agreements) under which
          it has created, incurred, assumed, or guaranteed any indebtedness for
          borrowed money, or any capitalized lease obligation, under which it
          has imposed a Security Interest on any of its assets, tangible or
          intangible;

               (v) any agreement imposing on the Company or any Company
          Subsidiary a material obligation of confidentiality or noncompetition
          to a third party;

               (vi) any agreement involving the Stockholders to which the
          Company or any Company Subsidiary is a party;

               (vii)  any profit-sharing, stock option, stock purchase, stock
          appreciation, deferred compensation, severance, or other plan or
          arrangement for the benefit of its current or former directors,
          officers, employees and consultants;

               (viii)  any agreement for the employment of any individual on a
          full-time, part-time, consulting, or other basis providing annual
          compensation in excess of $50,000 or providing severance benefits;

               (ix) any agreement under which it has advanced or loaned any
          amount to any of its directors, officers, employees and consultants;

               (x) any agreement under which the consequences of a default or
          termination would require the payment of $50,000 or more; or

               (xi) any other agreement (or group of related agreements) not of
          a type referenced in Subsections (i) through (x) above, the
          performance of which involves consideration in excess of $50,000.

     Except as set forth on (S) 3(o) of the Disclosure Schedule, all such
     agreements (the "Material Contracts") are valid, subsisting, in full force
     and effect and binding upon the parties thereto in accordance with their
     terms, subject to the qualifications that enforcement of the rights and
     remedies created thereby is subject to (i) bankruptcy, insolvency,
     reorganization, moratorium and other laws of general application affecting
     the rights and remedies of creditors and (ii) general principles of equity
     (regardless of 

     whether such enforcement is considered in a proceeding in equity or at
     law), and the Company and the Company Subsidiaries have satisfied in full
     or provided for all of their respective liabilities and obligations
     thereunder requiring performance prior to the date hereof in all respects,
     and neither the Company nor any Company Subsidiary is in default under any
     of them, nor does any condition exist that with notice or lapse of time or
     both would constitute such a default. To the Knowledge of the Company and
     the Stockholders, no other party to any such Material Contract is in
     default thereunder, nor does any condition exist that with notice or lapse
     of time or both would constitute such a default. Subject to obtaining any
     applicable consents, all of the Company's rights and the rights of each
     Company Subsidiary under such Material Contracts will be transferable to a
     third party upon consummation of the transactions contemplated by this
     Agreement.

          (p)  Notes and Accounts Receivable.  The notes and accounts receivable
     of the Company and the Company Subsidiaries are at least in the amounts
     reflected in the Financial Statements and all such notes and accounts
     receivable are reflected properly on their respective books and records,
     are valid receivables and, with respect to such items reflected on the
     Interim Financial Statements, are subject to no setoffs on counterclaims,
     are current and collectible in accordance with their terms at their
     recorded amounts, subject only to the reserve for bad debts set forth on
     the Interim Financial Statements. The Company has delivered to the Buyer a
     complete and accurate schedule of the accounts receivable (including notes
     receivable) of the Company and of the Company Subsidiaries as of February
     28, 1998, together with an accurate aging of such accounts receivable or
     any Company Subsidiary.

          (q)  Powers of Attorney.  Except as set forth on (S) 3(q) of the
     Disclosure Schedule, there are no outstanding powers of attorney executed
     on behalf of the Company or any Company Subsidiary.

          (r)  Insurance.  The Company has provided the Buyer with each
     insurance policy (including policies providing property, casualty,
     liability, and workers' compensation coverage and bond and surety
     arrangements) to which the Company or any Company Subsidiary has been a
     party, a named insured, or otherwise the beneficiary of coverage at any
     time within the past seven (7) years.

     Except as described on Schedule 3(r), with respect to each such insurance
     policy:  (A) all policy premiums due to date have been paid in full, and to
     the Knowledge of the Company, the policy is legal, valid, binding,
     enforceable, and in full force and effect with respect to the periods for
     which it purports to provide coverage subject to applicable bankruptcy,
     insolvency, fraudulent conveyance or transfer, reorganization, arrangement
     or moratorium or other similar laws from time to time affecting creditor's
     rights generally; (B) the Company and each Company Subsidiary or, to the
     Knowledge of the Company, any other party to the policy is not in breach or
     default (including with respect to the payment of premiums or the giving of
     notices), and no event has occurred which, with notice or the lapse of
     time, would constitute such a breach or default, or permit termination,
     modification, or acceleration, under the policy; and (C) no party to the
     policy has repudiated 

     any provision thereof. Section 3(r) of the Disclosure Schedule describes
     any self-insurance arrangements affecting the Company or any Company
     Subsidiary.

          (s)  Litigation.  Except as set forth in (S) 3(s) of the Disclosure
     Schedule, neither the Company, nor any of the Company Subsidiaries nor any
     of the Stockholders (i) is subject to any outstanding injunction, judgment,
     order, decree, ruling, or charge or (ii) is a party to or, to the Knowledge
     of the Company and the Stockholders, is threatened to be made a party to
     any action, suit, proceeding, hearing, or investigation of, in, or before
     any court or quasi-judicial or administrative agency of any federal, state,
     local, or foreign jurisdiction or before any arbitrator related to the
     Company or the performance of the Stockholders under this Agreement.

          (t)  Product Warranty.  Each product manufactured, sold, leased, or
     delivered by the Company or any Company Subsidiary has been in conformity
     with written commitments and express and implied warranties of the Company.
     Neither the Company nor any Company Subsidiary has any Liability (and there
     is no Basis for any present or future action, suit, proceeding, hearing,
     investigation, charge, complaint, claim, or demand against it which could
     reasonably be expected to give rise to any Liability) for replacement or
     repair thereof or other damages in connection therewith, subject only to
     any reserve for Product Warranty Claims set forth in the Interim Financial
     Statements. No product manufactured, sold, leased, or delivered by the
     Company or any Company Subsidiary is subject to any contractual guaranty,
     warranty, or other indemnity of the Company beyond the applicable standard
     terms and conditions of sale or lease. Section 3(t) of the Disclosure
     Schedule includes copies of the standard terms and conditions of sale or
     lease for the Company and the Company Subsidiaries (containing applicable
     guaranty, warranty, and indemnity provisions).
 
          (u)  Product Liability.  There are no existing or, to the Knowledge of
     the Company and the Stockholders, threatened claims against the Company or
     any Company Subsidiary arising out of any injury to individuals or property
     as a result of the ownership, possession, or use of any product
     manufactured, sold, leased, or delivered by the Company or any Company
     Subsidiary which could result in Liability to the Company, any Company
     Subsidiary or any of their respective assets.
 
          (v)  Employees and Labor Matters.  To the Knowledge of the Company, no
     executive, key employee, or group of employees of the Company or any
     Company Subsidiary has any plans to terminate employment with the Company
     or any Company Subsidiary, neither the Company nor any Company Subsidiary
     is a party to or bound by any collective bargaining agreement, nor has the
     Company or any Company Subsidiary experienced any strikes, grievances, or
     claims of unfair labor practice, and the Company and the Stockholders have
     no Knowledge of any organizational effort presently being made or
     threatened by or on behalf of any labor union with respect to the employees
     of the Company or the employees of any Company Subsidiary. During the
     period preceding the date hereof, there has not been, and there is not
     presently pending or existing, any strike, slowdown, picketing, work
     stoppage, labor 

     arbitration or proceeding in respect of the grievance of any employee, an
     application or complaint filed by an employee or union with the National
     Labor Relations Board or any comparable state or local agency,
     organizational activity or other labor dispute against or affecting the
     Company or any Company Subsidiary or their premises, or to the Knowledge of
     the Company and the Stockholders, threatened, and no application for
     certification of a collective bargaining agent is pending, or to the
     Knowledge of the Company and the Stockholders threatened. To the Knowledge
     of the Company and the Stockholders, no facts or circumstances exist which
     could provide the basis for any work stoppage or other labor dispute. There
     is no lockout of any employees by the Company or any Company Subsidiary,
     nor is any such action contemplated by them. The Company and the Company
     Subsidiaries have complied in all respects with all laws, rules and
     regulations relating to employment, equal employment opportunity,
     nondiscrimination, immigration, wages, hours, benefits, collective
     bargaining, the payment of social security and similar taxes, occupational
     safety and health and plant closing ("Employment Laws"). Neither the
     Company nor any Company Subsidiary is liable for the payment of taxes,
     fines, penalties or other amounts, however designated, for failure to
     comply with any of the foregoing Employment Laws.
 
          (w)  Employee Benefits.

               (i) Definition of Benefit Plans.  For purposes of this (S) 3(w),
          the term "Company Benefit Plan" means any plan, program, arrangement,
          fund, policy, practice or contract which, through which or under which
          the Company or any Company ERISA Affiliate (as hereinafter defined)
          provides benefits or compensation to or on behalf of employees or
          former employees or directors or former directors of the Company or
          any Company ERISA Affiliate, whether formal or informal, whether or
          not written, including but not limited to the following:

                    (A) Arrangements -- any bonus, incentive compensation,
               equity compensation, deferred compensation, commission, severance
               pay, golden parachute or other compensation plan or rabbi trust;

                    (B) ERISA Plans -- any "employee benefit plan" (as defined
               in (S) 3(3) of ERISA) including, but not limited to, any
               Multiemployer Plan, defined benefit plan, profit sharing plan,
               money purchase pension plan, 401(k) plan, savings or thrift plan,
               or any plan, fund, program, arrangement or practice providing for
               medical (including post-retirement medical), hospitalization,
               accident, sickness, disability, or life insurance benefits; and

                    (C) Other Employee Fringe Benefits -- any stock purchase,
               vacation, scholarship, day care, prepaid legal services,
               dependent care or other fringe benefits plans, programs,
               arrangements, contracts or practices.

               (ii) Company ERISA Affiliate.  For purposes of this (S) 3(w), the
          term "Company ERISA Affiliate" means each trade or business (whether
          or not incorporated) which together with the Company is treated as a
          single employer under (S) 414(b), (c), (m) or (o) of the Code.

               (iii)  Identification of Benefits Plans.  Except as disclosed in
          (S) 3(w)(iii) of the Disclosure Schedule, and except for Company
          Benefit Plans which have been terminated and with respect to which
          neither the Company nor any Company ERISA Affiliate has any financial,
          administrative or other liability, obligation or responsibility, the
          Company and the Company ERISA Affiliates do not maintain, nor have
          they at any time established or maintained, nor have they at any time
          been obligated to make, or otherwise made, contributions to or under
          or otherwise participated in any Company Benefit Plan.

               (iv) Compliance With All Statutes, Orders and Rules.  Except as
          disclosed in (S) 3(w)(iv) of the Disclosure Schedule, the Company and
          each Company ERISA Affiliate is in compliance with the requirements
          prescribed by and all statutes, orders and governmental rules and
          regulations applicable to the Company Benefit Plans and all reports
          and disclosures relating to the Company Benefit Plans required to be
          filed with or furnished to any governmental entity, participants or
          beneficiaries prior to the Closing Date have been or will be filed or
          furnished in a timely manner and in accordance with applicable laws.

               (v) MEPPA Liability/Post-Retirement Medical Benefits.  Except as
          disclosed in (S) 3(w)(v) of the Disclosure Schedule, neither the
          Company nor any Company ERISA Affiliate maintains, or has at any time
          established or maintained, or has at any time been obligated to make,
          or made, contributions to or under any Multiemployer Plan. Except as
          disclosed in (S) 3(w)(v) of the Company Disclosure Schedule, the
          Company and each Company ERISA Affiliate do not maintain nor have they
          at any time established or maintained, nor have they at any time been
          obligated to make, or made, contributions to or under any plan which
          provides post-retirement medical or health or death benefits with
          respect any person.

               (vi) Documentation.  Except as disclosed in (S) 3(w)(vi) of the
          Disclosure Schedule, the Company has made available to the Buyer a
          true and complete copy of the following documents, if applicable, with
          respect to each Company Benefit Plan identified in (S) 3(w)(iii) of
          the Disclosure Schedule:  (A) all documents, including any insurance
          contracts and trust agreements, setting forth the terms of the Company
          Benefit Plan, or if there are no such documents evidencing the Company
          Benefit Plan, a full description of the Company Benefit Plan, (B) the
          ERISA summary plan description and any other summary of plan
          provisions provided to participants or beneficiaries for each such
          Company Benefit Plan, (C) the annual reports filed for the most recent
          three plan years and most recent financial statements or periodic
          accounting or related plan assets with 

          respect to each Company Benefit Plan, (D) each favorable determination
          letter, opinion or ruling from the Internal Revenue Service ("IRS")
          for each Company Benefit Plan, the assets of which are held in trust,
          to the effect that such trust is exempt from federal income tax,
          including any outstanding request for a determination letter and (E)
          each opinion or ruling from the Department of Labor or the PBGC with
          respect to such Company Benefit Plans.

               (vii)  Qualified Status.  Except as disclosed in (S) 3(w)(vii) of
          the Disclosure Schedule, each Company Benefit Plan that is funded
          through a trust or insurance contract has at all times satisfied in
          all material respects, by its terms and in its operation, all
          applicable requirements for an exemption from federal income taxation
          under (S) 501(a) of the Code.  Except as disclosed in (S) 3(w)(vii) of
          the Disclosure Schedule, neither the Company, nor any Company
          Subsidiary, nor any Company ERISA Affiliate maintains or previously
          maintained a Company Benefit Plan which meets or was intended to meet
          the requirements of (S) 401(a) of the Code (collectively, "Company
          Qualified Plans").  Each determination letter issued by the IRS to the
          effect that a Company Qualified Plan qualifies under (S) 401(a) of the
          Code and that the related trust is exempt from taxation under (S)
          501(a) of the Code remains in effect and has not been revoked.  Each
          Company Qualified Plan currently complies in form with the
          requirements under (S) 401(a) of the Code, other than changes required
          by statutes, regulations and rulings for which amendments are not yet
          required.  Each Company Qualified Plan has been administered according
          to its terms (except for those terms which are inconsistent with the
          changes required by statutes, regulations, and rulings for which
          changes are not yet required to be made, in which case the Company
          Qualified Plan has been administered in accordance with the provisions
          of those statutes, regulations and rulings) and in accordance with the
          requirements of (S) 401(a) of the Code. Each Company Qualified Plan
          containing a cash or deferred arrangement under (S) 401(k) of the Code
          or pursuant to which matching or employee contributions are
          permissible has been tested for compliance with, and has satisfied the
          requirements of, (S)(S) 401(k)(3) and 401(m)(2) of the Code for each
          plan year ending prior to the Closing Date.

               (viii)  Legal Actions.  Except as disclosed in (S) 3(w)(viii) of
          the Disclosure Schedule, there are no actions, audits, suits or claims
          known to the Company which are pending or threatened against any
          Company Benefit Plan, any Fiduciary of any of the Company Benefit
          Plans with respect to the Company Benefit Plans or against the assets
          of any of the Company Benefit Plans, except claims for benefits made
          in the ordinary course of the operation of such plans.

               (ix) Funding.  Except as disclosed in (S) 3(w)(ix) of the
          Disclosure Schedule, the Company and each Company ERISA Affiliate has
          made full and timely payment of all amounts required to be contributed
          under the terms of each Company Benefit Plan and applicable law or
          required to be paid as expenses under such Company Benefit Plan and no
          excise taxes are assessable as a result of 

          any nondeductible or other contributions made or not made to a Company
          Benefit Plan. The assets of all Company Benefit Plans which are
          required under applicable laws to be held in trust are in fact held in
          trust, and the assets of each such Company Benefit Plan equal or
          exceed the liabilities of each such plan. The liabilities of each
          other plan are properly and accurately reported on the financial
          statements and records of the Company in accordance with GAAP. The
          assets of each Company Benefit Plan are reported at their fair market
          value on the books and records of each plan.

               (x)  Liabilities.  Except as disclosed in (S) 3(w)(x) of the
          Disclosure Schedule, neither the Company nor any Company ERISA
          Affiliate is subject to any material liability, tax or penalty
          whatsoever to any person whomsoever as a result of the Company's or
          any Company ERISA Affiliate's engaging in a Prohibited Transaction
          under ERISA or the Code, and the Company has no Knowledge of any
          circumstances which reasonably might result in any such material
          liability, tax or penalty as a result or a breach of Fiduciary duty
          under ERISA.

               (xi)  Excess Parachute Payments.  Except as disclosed in (S)
          3(w)(xi) of the Disclosure Schedule, no payment required to be made to
          any employee associated with the Company as a result of the
          transactions contemplated hereby under any contract or otherwise will,
          if made, constitute a "parachute payment" within the meaning of (S)
          280G of the Code (determined without regard to subsection
          (b)(2)(A)(ii) thereof).

               (xii)  COBRA and HIPAA.  Except as disclosed in (S) 3(w)(xii) of
          the Disclosure Schedule, the Company and each Company ERISA Affiliate
          have complied with the continuation coverage requirements of (S) 1001
          of the Consolidated Omnibus Budget Reconciliation Act of 1985, as
          amended, and ERISA (S)(S) 601 through 608 and with the portability,
          access and renewability provisions of Subtitle K, Chapter 100 of the
          Code and . (S) 701 et. seq. of ERISA.

               (xiii)  No Acceleration of Liability Under Benefit Plans.  Except
          as disclosed in (S) 3(w)(xiii) of the Disclosure Schedule, the
          consummation of the transactions contemplated hereby will not
          accelerate or increase any liability under any Company Benefit Plan
          because of an acceleration or increase of any of the rights or
          benefits to which employees of the Company or any Company ERISA
          Affiliate may be entitled thereunder.

               (xiv)  Defined Benefit Plans/Money Purchase Plans.  Neither the
          Company nor any Company ERISA Affiliate maintains or contributes or
          has maintained or contributed to an "employee benefit pension plan"
          within the meaning of (S) 3(2) of ERISA that is or was subject to
          Title IV of ERISA.

          (x)  Guaranties.  Neither the Company nor any Company Subsidiary is a
     guarantor or otherwise liable for any Liability or obligation (including
     indebtedness) of any other Person.

          (y)  Environment, Health, and Safety.

               (i) The Company and the Company Subsidiaries have complied with
          all Environmental, Health, and Safety Laws, the failure to comply with
          which could result in Losses in an amount in excess of $10,000
          individually or in the aggregate, and no action, suit, proceeding,
          hearing, charge, complaint, claim, demand, or notice, and no
          investigation has been filed or commenced against the Company or any
          Company Subsidiary alleging such failure.

               (ii) Except as set forth in (S) 3(y) of the Disclosure Schedule,
          neither the Company nor any Company Subsidiary has any Liability (and
          neither the Company nor any Company Subsidiary has handled, used,
          stored, recycled or disposed of any substance, arranged for the
          disposal of any substance, exposed any employee or other individual to
          any substance or condition, or owned or operated any property or
          facility in any manner that could reasonably be expected to form the
          basis for any present or future action, suit, proceeding, hearing,
          investigations, charge, complaint, claim or demand giving rise to any
          Liability) for damage or remediation to any site, location, body of
          water (surface or subsurface), for any illness of or personal injury
          to any employee or other individual, or for any reason under any
          Environmental, Health, and Safety Laws.

               (iii)  All properties and equipment used in the Business are free
          of any amounts of Hazardous Substances, the presence of which could
          result in Losses except for Losses which would not have a Material
          Adverse Effect.

               (iv) There are no in service or out of service underground
          storage tanks located in or on the Leased Real Property.

          (z)  Certain Business Relationships With the Company.  None of the
     Stockholders or their relatives has been dinvolved directly or indirectly
     in any business arrangement or relationship with the Company or any Company
     Subsidiary, other than in their capacity as a stockholder, officer or
     director, within the past 36 months, and no Stockholder owns any asset,
     tangible or intangible, which is used in the Business.
 
          (aa)  Books and Records.  The books of account, minute books, stock
     record books and other records of the Company and the Company Subsidiaries,
     all of which have been made available to the Buyer, are complete and
     correct and have been maintained in accordance with sound business
     practices, including, but not limited to, the maintenance of an adequate
     system of internal controls. On the 

     Closing Date, all of those books and records will be in the possession of
     the Company and will be delivered to the Buyer.
 
          (bb)  Absence of Sensitive Payments.  Neither the Company nor any
     Company Subsidiary has made or maintained (i) any contributions, payments
     or gifts of its funds or property to any governmental official, employee or
     agent where either the payment or the purpose of such contribution, payment
     or gift was or is illegal under the laws of the United States or any state
     thereof, or any other jurisdiction (foreign or domestic); or (ii) any
     contribution, or reimbursement of any political gift or contribution made
     by any other person, to candidates for public office, whether federal,
     state, local or foreign, where such contributions by the Company or the
     Company Subsidiary were or would be a violation of applicable law.
 
          (cc)  At Will Employees.   Except as set forth in (S) 3(cc) of the
     Disclosure Schedule, all employees of the Company and the Company
     Subsidiaries are "at will" employees.
 
          (dd)  Disclosure.  The representations and warranties contained in
     this (S) 3 (including the Disclosure Schedule as amended and supplemented
     prior to the Closing) do not and, as of the Closing Date, will not contain
     any untrue statement of a material fact or omit to state any material fact
     necessary in order to make the statement and information contained in this
     (S) 3 not misleading in the context in which given.
 
     4.  REPRESENTATIONS AND WARRANTIES OF THE BUYER.  The Parent and the Buyer,
jointly and severally, represent and warrant to the Company and the Stockholders
that the statements contained in this (S) 4 are correct and complete, and will
be correct and complete as of Closing Date.
 
          (a)  Organization of the Buyer.  Each of the Parent and the Buyer is a
     corporation duly organized, validly existing and in good standing under the
     laws of its jurisdiction of incorporation and is duly qualified as a
     foreign corporation to do business in every jurisdiction where such
     qualification is required.
 
          (b)  Authorization of Transaction.  Each of the Parent and the Buyer
     has full power and authority to execute and deliver this Agreement and to
     perform its obligations hereunder. This Agreement constitutes and, when
     delivered, each document delivered by the Parent and the Buyer pursuant
     hereto will constitute the valid and legally binding obligation of the
     Parent and the Buyer, respectively, enforceable in accordance with their
     respective terms and conditions. The Parent and the Buyer need not give any
     notice to, make any filing with, or obtain any authorization, consent, or
     approval of any governmental agencies in order for the Parties to
     consummate the transactions contemplated by this Agreement.

          (c)  Noncontravention.  Neither the execution and the delivery of this
     Agreement, nor the consummation of the transactions contemplated hereby
     (including the assignments and assumptions referred to in (S) 2 above) will
     (i) violate any constitution, state, regulation, rule, injunction,
     judgment, order, decree, ruling, charge, or other restriction of any
     government, governmental agency governing banking and trust matters, or
     court to which the Parent or the Buyer is subject, or any provision of its
     charter or bylaws or (ii) conflict with, result in a breach of, constitute
     a default under, result in the acceleration of, create in any party the
     right to accelerate, terminate, modify, or cancel, or require any notice
     under any agreement, contract, lease, license, instrument, or other
     arrangement to which the Parent or the Buyer is a party or by which it is
     bound or to which any of its assets are subject.
 
          (d)  Broker's Fees.  Neither the Parent nor the Buyer has any
     Liability or obligation to pay any fees or commissions to any broker,
     finder, or agent with respect to the transactions contemplated by this
     Agreement.
 
          (e)  Termination of Relationship.  The Parent and the Buyer have
     terminated their relationship with First Scientific Devices Equity Trust
     with respect to any transaction relating to the Company, and the
     Stockholders will have no further obligation, for payment of fees or
     otherwise, to such trust.

          (f)  Hart-Scott-Rodino Act. A new premerger notification and report
     form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
     amended, is not required to be filed in connection with the transactions
     contemplated by this Agreement.
 
          (g)  Disclosure.  The representations and warranties contained in this
     (S) 4 do not contain any untrue statements of a material fact or omit to
     state any material fact necessary in order to make the statements contained
     in this (S) 4 or therein not misleading in the context in which given.
 
     5.   CONDITIONS TO OBLIGATION TO CLOSE.
 
          (a)  Conditions to Obligation of the Parent and the Buyer.  The
     obligation of the Parent and the Buyer to consummate the transactions to be
     performed by them in connection with the Closing is subject to satisfaction
     of the following conditions:

               (i) the representations and warranties set forth in (S) 3 above
          shall be true and correct in all material respects at and as of the
          Closing Date, except the representations and warranties made only as
          of a specific date, which shall remain true and correct as of such
          date;

               (ii) as of the Closing Date any remaining unexercised Options
          shall have terminated;

               (iii)  the Company's Board of Directors shall have duly called a
          special meeting of stockholders or obtained a written consent of
          stockholders to ensure such vote has been obtained in compliance with
          applicable law prior to the Closing Date, the stockholders of the
          Company entitled to vote shall have duly approved this Agreement by
          the requisite vote and no stockholder of the Company shall have
          exercised any appraisal rights under applicable law with respect to
          the transaction contemplated by the Merger.

               (iv) the Company and the Stockholders shall have performed and
          complied with all of their covenants hereunder in all material
          respects through the Closing;

               (v) the Company shall have procured all of the third party
          consents specified on Exhibit 5(a)(v) hereto;

               (vi) no action, suit, or proceeding shall be pending or
          threatened before any court or quasi-judicial or administrative agency
          of any federal, state, local, or foreign jurisdiction or before any
          arbitrator wherein an unfavorable injunction, judgment, order, decree,
          ruling, or charge would (A) prevent consummation of any of the
          transactions contemplated by this Agreement (B) cause any of the
          transactions contemplated by this Agreement to be rescinded following
          consummation, or (C)  affect adversely the right of the Buyer to own
          the Photometrics Shares or to operate the Business (and no such
          injunction, judgment, order, decree, ruling, or charge shall be in
          effect);

               (vii)  the Company and the Stockholders shall have delivered to
          the Buyer a certificate to the effect that each of the conditions
          specified above in (S) 5(a)(i)-(vi) is satisfied in all respects;

               (viii)  the Buyer, the Company and those Persons listed in
          Exhibit 2(k)(iii)(B)(1) shall have entered into Noncompetition
          Agreements in substantially the form attached hereto as Exhibit
          2(k)(iii)(B)(2) and the same shall be in full force and effect;

               (ix) the Escrow Agreement shall have been executed and delivered
          in substantially the form attached hereto as Exhibit 8(b)(iv) by each
          of Parties and Escrow Agent;

               (x) the Buyer shall have received from counsel to the Company and
          the Stockholders an opinion in form and substance as set forth in
          Exhibit 5(a)(x) attached hereto, addressed to the Buyer, and dated as
          of the Closing Date;

               (xi) all actions to be taken by the Company and the Stockholders
          in connection with consummation of the transactions contemplated
          hereby and all certificates, opinions, assignments, assumptions,
          instruments, and other documents required to effect the transactions
          contemplated hereby shall have been delivered and shall be reasonably
          satisfactory in form and substance to the Buyer;

               (xii)  all items contemplated to be delivered following the
          execution hereof shall have been timely delivered in form and
          substance satisfactory to the Buyer;

               (xiii)  the spouse of each Stockholder shall have executed and
          delivered to Buyer a consent in the form of Exhibit 5(a)(xiii);

               (xiv)  the provisions of (S)(S)3(h)(vii) and 3(h)(xx) shall have
          been complied with through the Closing Date; and

               (xv)  after the date hereof, no breach or inaccuracy of any
          representation or warranty or covenant of the Company or the
          Stockholders shall have become known to the Buyer.

The Parent and the Buyer may waive any condition specified in this (S) 5(a) if
it executes a writing so stating at or prior to the Closing.

          (b)  Conditions to Obligation of the Company and the Stockholders. 
     The obligations of the Company and the Stockholders to consummate the
     transactions to be performed by them in connection with the Closing are
     subject to satisfaction of the following conditions:

               (i) the representations and warranties set forth in (S) 4 above
          shall be true and correct in all material respects at and as of the
          Closing Date;

               (ii) the Buyer shall have paid the Purchase Price in accordance
          with (S) 2(c) hereof and the Parent and the Buyer shall have otherwise
          performed and complied with all of its covenants hereunder in all
          material respects through the Closing;

               (iii)  no action, suit, or proceeding shall be pending or
          threatened before any court or quasi-judicial or administrative agency
          of any federal, state, local, or foreign jurisdiction or before any
          arbitrator wherein an unfavorable injunction, judgment, order, decree,
          ruling, or charge would (A) prevent consummation of any of the
          transactions contemplated by this Agreement or (B) cause any of the
          transactions contemplated by this Agreement to be rescinded following
          consummation (and no such injunction, judgment, order, decree, ruling,
          or charge shall be in effect);

               (iv) the Parent and the Buyer shall have delivered to the Company
          a certificate to the effect that each of the conditions specified
          above in (S) 5(b)(i)-(iii) is satisfied in all respects;

               (v) the Company shall have received from counsel to the Parent
          and the Buyer an opinion in form and substance as set forth in Exhibit
          5(b)(v) attached hereto, addressed to the Company, and dated as of the
          Closing Date;

               (vi) all actions to be taken by the Parent and the Buyer in
          connection with consummation of the transactions contemplated hereby
          and all certificates, opinions, assumptions, instruments, and other
          documents required to effect the transactions contemplated hereby will
          be reasonably satisfactory in form and substance to the Company;

               (vii)  the Stockholders entitled to vote shall have duly approved
          this Agreement by the requisite vote and the Company's Board of
          Directors shall have duly called a special meeting of stockholders to
          ensure such vote has been obtained in compliance with applicable law
          prior to the Closing Date; and

               (viii)  the Parent and the Buyer shall have delivered to the
          Company and the Stockholders a policy commitment issued by a
          nationally recognized insurance company (or an affiliate thereof)
          covering such matters as may be agreed to between the Parent, the
          Buyer, the Company and the Stockholders; provided, however, that this
          condition shall not have been satisfied if any portion of the premiums
          associated with such policy commitment and the underlying policy will
          be borne by the Company or any of the Stockholders.

     The Company and the Stockholders may waive any condition specified in this
     (S) 5(b) by executing a writing so stating at or prior to the Closing.

     6.   PRE-CLOSING COVENANTS OF THE PARTIES.

          (a)  Access and Investigation.  Between the date hereof and the
     Closing Date, the Company and the Stockholders will, and will cause their
     representatives to:

               (i) afford the Buyer and its representatives (collectively,
          "Buyer's Advisors") reasonable access to each of the Company's and the
          Company Subsidiaries' personnel, properties (including for purposes of
          environmental testing), contracts, books and records, and other
          documents and data so as to not unreasonably interfere with the
          conduct of the Business;

               (ii) furnish the Buyer with copies of all such contracts, books
          and records, and other existing documents and data as the Buyer may
          reasonably request; and

               (iii)  furnish the Buyer and Buyer's Advisors with such
          additional financial, operating and other data and information as the
          Buyer may reasonably request.

          (b)  Operation of the Businesses of the Company.  Between the date
     hereof and the Closing Date, the Company and the Stockholders will, and the
     Company will cause its representatives and each Company Subsidiary and its
     respective representatives to:

               (i) conduct the business of the Company and each Company
          Subsidiary only in the Ordinary Course of Business or otherwise with
          the written consent of the Buyer; provided that there shall be no
          transactions between the Stockholders and the Company or any Company
          Subsidiary without the prior written consent of the Buyer;

               (ii) use their best efforts to preserve intact the current
          business organization of the Company and the Company Subsidiaries,
          keep available the services of the current officers, employees, and
          agents of the Company and each Company Subsidiary, and maintain the
          relations and good will with suppliers, customers, landlords,
          creditors, employees, agents, and others having business relationships
          with the Company or any Company Subsidiary; and

               (iii)  confer with the Buyer concerning operational matters of a
          material nature and the status of business operations and finances.

          (c)  Negative Covenant.  Except as otherwise expressly permitted by
     this Agreement, between the date of this Agreement and the Closing Date,
     the Company and the Stockholders will not, and the Company will cause each
     Company Subsidiary not to, without the prior consent of the Buyer, take any
     affirmative action, or fail to take any reasonable action within their or
     its control, which would cause or result in an inaccuracy or breach of any
     of the representations, warranties or covenants of the Company and the
     Stockholders set forth in this Agreement, including, without limitation,
     any action specified in (S) 3(h) of this Agreement. Without limiting the
     generality of the foregoing, the Company agrees that it shall not, and
     shall cause each of the Company Subsidiaries not to, take any of the
     following actions without the prior written consent of the Buyer,

               (i) Neither the Company nor the Company Subsidiary shall amend
          its Amended Certificate of Incorporation or Certificate or Articles of
          Incorporation or Association, as the case may be, or Bylaws; make any
          change in their respective authorized, issued or outstanding capital
          stock or any other equity security; issue, 

          sell, pledge, assign or otherwise encumber or dispose of, or purchase,
          redeem or otherwise acquire, any of their shares of capital stock or
          other equity securities or enter into any agreement, call or
          commitment of any character so to do; grant or issue any stock option
          or warrant relating to, right to acquire, or security convertible
          into, shares of their capital stock or other equity security;
          purchase, redeem, retire or otherwise acquire any shares of, or any
          security convertible into, capital stock or other equity security of
          their respective companies, or agree to do any of the foregoing except
          with respect to the exercise of stock options currently outstanding
          prior to the date of this Agreement.

               (ii) Neither the Company nor any Company Subsidiary shall
          propose, declare, set aside or pay any dividend or other distribution
          in respect of any of their capital stock (including, without
          limitation, any stock dividend or distribution) except for a regular
          quarterly stock dividend on the Photometrics Preferred Shares.

               (iii)  Neither the Company nor any Company Subsidiary shall incur
          any long-term indebtedness for borrowed money or guarantee any such
          long-term indebtedness or issue or sell any long-term debt securities
          or warrants or rights to acquire any long-term debt securities of such
          party or guarantee any long-term debt securities of others other than
          in replacement for existing or maturing debt.

               (iv) The Company shall not make any distribution outside of the
          Ordinary Course of Business.

               (v) Neither the Company nor any Company Subsidiary shall commit
          to any new capital expenditure in excess of $20,000.

               (vi) Nothing in the transaction contemplated hereby shall cause
          the conversion of Class B Common Stock of the Company into shares of
          Class A Common Stock of the Company.  Furthermore, the Class B Common
          Stock shall have no rights to receive dividends.

          (d)  Required Approvals.  As promptly as practicable after the date of
     this Agreement, the Company and the Stockholders will, and the Company will
     cause the Company Subsidiaries to, make all required filings and obtain all
     consents, including obtaining the requisite approval of its shareholders or
     debtholders and the consents contemplated by (S) 7(e) hereof, required to
     be made or obtained by them in order to consummate the transactions
     contemplated hereby. Between the date of this Agreement and the Closing
     Date, the Company and the Stockholders will, and the Company will cause the
     Company Subsidiaries to, cooperate with the Parent and the Buyer at the
     Parent's and the Buyer's expense with respect to all filings or consents
     that the Parent or the Buyer elects to make or is required to make in
     connection with the transactions contemplated hereby.

 
          (e)  Approval by the Company's Stockholders.  The Company shall cause
     the transaction contemplated hereby, including without limitation the
     Merger, and the Agreement to be submitted promptly for approval of its
     Stockholders at a special meeting to be called and held in accordance with
     applicable state and federal laws. The Company shall use all commercially
     reasonable efforts to cause such meeting of its stockholders to take place
     not later than March 30, 1998. The Board of Directors of the Company shall
     at all times prior to and during such meeting of the Company stockholders
     recommend that the transactions contemplated hereby be adopted and approved
     by the Company stockholders and, subject to such matters, use its
     commercially reasonable efforts to cause such adoption and approval. The
     stockholders shall also vote to ratify the appointment of the Stockholders
     Committee for purposes of administering the Purchase Price and resolving
     any Claims under the Agreement. Except with the prior written approval of
     the Buyer, neither the Company nor any member of its Board of Directors
     shall, at the Company's stockholders' meeting, submit any other matters for
     approval of its stockholders. Immediately following the meeting, the
     Company shall notify Buyer of any stockholders who have, or who have the
     right to, exercise dissenter's rights under the DGCL.
 
          (f)  Amendment of Photometrics Option Plans.  Prior to the Closing all
     outstanding Options that have not been exercised shall be exercised or
     terminated. The Company shall amend the Photometrics Option Plans and
     obtain any required stockholder approval of such Option Plan amendments and
     shall amend, as necessary, any and all option agreements (including
     obtaining any required participant consents) at least three (3) days prior
     to the Closing to make such Option Plans consistent with this (S) 6(f).
 
          (g)  Conversion of Photometrics Preferred Stock.  The holders of the
     Photometrics Preferred Stock shall have converted to Class A Common Stock
     pursuant to their right to convert granted in the Company's Amended
     Certificate of Incorporation effective as of the date of the Closing.
 
          (h)  No Merger or Solicitation.

               (i) The Company shall not, nor shall it permit any Company
          Subsidiary, or authorize or permit any of its officers, directors or
          employees or any investment banker, financial advisor, attorney,
          accountant or other representative or agent retained by it or any
          Company Subsidiary, to, directly or indirectly, solicit, initiate, or
          encourage (including by way of furnishing nonpublic information), or
          take any other action to facilitate, any inquiries or the making of
          any proposal which constitutes, or may reasonably be expected to lead
          to, any Takeover Proposal (as defined below), or agree to or endorse
          any Takeover Proposal, or participate in any discussions or
          negotiations, or provide third parties with any nonpublic information,
          relating to any such inquiry or proposal.  Without limiting the
          foregoing, it is understood that any violation of the restrictions set
          forth in the preceding sentence by any Stockholder, any director or
          executive 

          officer of the Company or any Company Subsidiary, or any investment
          banker, attorney or other advisor or representative of the Company or
          any Company Subsidiary, whether or not such Person is purporting to
          act on behalf of the Company or any Company Subsidiary or otherwise,
          shall be deemed to be a breach of this (S) 6(h) by the Company. For
          purposes of this Agreement, "Takeover Proposal" means any written
          inquiry, proposal or offer from any person relating to any direct or
          indirect acquisition or purchase of a substantial amount of the assets
          of the Company or any Company Subsidiary, other than the transactions
          contemplated by this Agreement, or of 10% or more of any class of
          equity securities of the Company or any Company Subsidiary or any
          tender offer or exchange offer that if consummated would result in any
          Person beneficially owning 10% or more of any class of equity
          securities of the Company or any Company Subsidiary, or any merger,
          consolidation, business combination, sale of substantially all assets,
          recapitalization, liquidation, dissolution or similar transaction
          involving the Company or any Company Subsidiary other than the
          transactions contemplated by this Agreement.

               (ii) Neither the Board of Directors of the Company nor any
          committee thereof shall (i) withdraw or modify, or propose to withdraw
          or modify, in a manner adverse to the Buyer, the approval or
          recommendation by such Board of Directors or any such committee of
          this Agreement or the transactions contemplated hereby, (ii) approve
          or recommend, or propose to approve or recommend, any Takeover
          Proposal, or (iii) enter into any agreement with respect to any
          Takeover Proposal.

               (iii)  In addition to the obligation of the Company set forth in
          paragraph (ii) above, the Company promptly shall advise the Parent and
          the Buyer orally and in writing of any request for information or of
          any Takeover Proposal, or any inquiry with respect to or which could
          lead to any Takeover Proposal, the material terms and conditions of
          such request, Takeover Proposal or inquiry and the identity of the
          Person making any such request, Takeover Proposal or inquiry.

          (i)  Notification.  Between the date hereof and the Closing Date, the
     Company and the Stockholders will promptly notify the Parent and the Buyer
     in writing if the Company becomes or the Stockholders become aware of any
     fact or condition that causes or constitutes a material breach of any of
     the representations and warranties of the Company and the Stockholders as
     of the date of this Agreement, or if the Company or the Stockholders become
     aware of the occurrence after the date of this Agreement of any fact or
     condition that would (except as expressly contemplated by this Agreement)
     cause or constitute a material breach of any such representation or
     warranty had such representation or warranty been made as of the time of
     occurrence or discovery of such fact or condition.

 
          (j)  Best Efforts.  Between the date of this Agreement and the Closing
     Date, each of (i) the Company and the Stockholders and (ii) the Parent and
     the Buyer will use their respective best efforts to cause the conditions in
     (S) 5 to be satisfied.
 
          (k)  Retirement Plan.  Prior to the Closing Date, the Company shall
     terminate its tax-qualified retirement plan (the "Qualified Plan")
     effective as of the day before Closing Date.

          (l)  Confidentiality Agreements.  Each Party agrees to terminate, and
     to cause its representatives to terminate, any and all confidentiality
     agreements between the Company and any of its representatives and Parent,
     Buyer, or any Affiliate of Parent or Buyer, effective as of the Closing
     Date.

          (m)  Fees of Outside Professionals.  In connection with the
     obligations of the Company under (S) 2(d) to deliver a preliminary
     accounting of the Stockholder Expenses, the Stockholders and the Company
     shall use their best efforts to cause all relevant outside service
     providers to provide a final invoice reflecting all of their fees and
     expenses related to this Agreement, the transactions contemplated thereby
     and any incidental activities associated therewith to be submitted to the
     Buyer on or prior to the Closing Date.

     7.   POST-CLOSING COVENANTS.  The Parties agree as follows with respect to
the period following the Closing.

          (a)  General.  In case at any time after the Closing any further
     action is necessary to carry out the purposes of this Agreement, each of
     the Stockholders, the Company, the Parent and the Buyer will take such
     further action (including the execution and delivery of such further
     instruments and documents) as any other Party reasonably may request, at
     the sole cost and expense of the requesting Party (unless the requesting
     Party is entitled to indemnification therefor hereunder). The Company and
     the Stockholders acknowledge and agree that from and after the Closing the
     Buyer will have the right but not the obligation to possession of all
     documents, books, records (including copies of Tax records), agreements,
     and financial data of any sort relating to the Company and the Company
     Subsidiaries; provided, however, that the Company, the Company Subsidiaries
     and the Stockholders shall have the right to obtain access to such
     documents, books, records (including copies of Tax records), agreements,
     and financial data and make photocopies thereof for a proper purpose, such
     as in connection with the preparation of their tax returns.

          (b)  Litigation Support.  In the event and for so long as any Party
     actively is contesting or defending against any action, suit, proceeding,
     hearing, investigation, charge, complaint, claim or demand in connection
     with (i) any transaction contemplated under this Agreement or (ii) any
     fact, situation, circumstance, status, condition, activity, practice, plan,
     occurrence, event, incident, action, failure to act, or transaction on or
     prior to the Closing Date involving the Company or the Stockholders, 

     each of the other Parties will reasonably cooperate with the contesting or
     defending Party and his or its counsel in the contest or defense, make
     available his or its personnel, and provide such testimony and access to
     his or its books and records as shall be necessary in connection with the
     contest or defense, all at the sole cost and expense of the contesting or
     defending Party (unless the contesting or defending Party is entitled to
     indemnification therefor under (S) 8 below).

          (c)  Transition.  The Company will use its best efforts not to take
     any action that is designed or intended to have the effect of discouraging
     any lessor, licensor, customer, supplier, or other business associate of
     the Company and any Company Subsidiary from maintaining the same business
     relationships with the Buyer after the Closing as it maintained with the
     Company and any Company Subsidiary prior to the Closing.

          (d)  Company Information.  All Company Information and all physical
     embodiments thereof learned, received or developed by any Stockholder are
     confidential to and are and will remain the sole and exclusive property of
     the Surviving Corporation and each Stockholder hereby expressly assigns any
     and all of his right, title and interest in and to the Company Information
     to the Surviving Corporation. Each Stockholder will hold such Company
     Information in trust and strictest confidence, and will not use, reproduce,
     distribute, disclose or otherwise disseminate the Company Information or
     any physical embodiments thereof and may in no event take any action
     causing or fail to take the action necessary in order to prevent, any
     Company Information known by such Stockholder to lose its character or
     cease to qualify as Company Information. Upon request by the Buyer, each
     Stockholder will promptly deliver to Surviving Corporation or Parent, as
     directed, all property belonging to the Company, including, without
     limitation, all Company Information (and all embodiments thereof) then in
     such Stockholder's custody, control or possession. The covenants of
     confidentiality set forth herein will apply on and after the date hereof to
     any Company Information disclosed to or learned by such Stockholder prior
     to the date hereof and will continue and be maintained by each Stockholder
     (a) with respect to Confidential Information for a period of three (3)
     years and (b) with respect to the Trade Secrets, so long as such remain
     Trade Secrets.

          (e)  Contracts Requiring Consent to Change of Control.  
     Notwithstanding anything in this Agreement, neither this Agreement nor any
     document or instrument delivered pursuant hereto shall constitute an
     assignment of any claim, contract, agreement, license, lease, commitment,
     sales order or purchase order or any claim or right or any benefit arising
     thereunder or resulting therefrom if an attempted assignment thereof
     without the consent of any other Person would constitute a breach thereof
     or in any way adversely affect the rights to be assigned. Until such
     consent is obtained, or if an attempted assignment thereunder would be
     ineffective or would affect the rights of the Company or any affiliate
     thereunder so that the Buyer would not in fact receive all such rights, the
     Company and the Buyer will cooperate with each other to provide for the
     Buyer the benefits of, and to permit the Buyer to assume all liabilities
     under, any such claim, contract, agreement, license, lease, commitment,
     sales order or purchase order, including enforcement at the request and

     expense of the Buyer for the benefit of the Buyer of any and all rights of
     the Company or any affiliate against a third party thereto arising out of
     the breach or cancellation thereof by such third party; and any transfer or
     assignment to the Buyer by the Company or any affiliate of any property or
     property rights or any contract or agreement which shall require the
     consent or approval of any third party shall be made subject to such
     consent or approval being obtained.

          (f)  Tax Matters.  The Buyer and the Stockholders will cooperate with
     and provide each other with such information and access to books and
     records as either of them may reasonably require of the other or its or
     their affiliates in connection with the filing of any Company Tax Return,
     including Tax Returns relating to the application of the successor employer
     rules for payroll Tax purposes contained in Code (S)(S) 3121(a)(1) and
     3306(b)(1), the determination of a liability for Taxes or a right to a
     refund for Taxes, or the preparation for litigation or investigation of any
     claim for Taxes or a right to a refund for Taxes, or the preparation for
     cooperation and information shall include all relevant Company Tax Returns,
     and other documents and records, or portions thereof relating to or
     necessary in connection with the preparation of records, or portions
     thereof relating to or necessary in connection with the preparation of such
     Tax Returns or other determination of Tax liability. Each Party shall
     retain all Tax Returns, schedules, workpapers, and all other materials,
     records or documents until the expiration of the statute of limitations for
     the taxable years to which such Tax Returns and other documents relate.

          (g)  Fees of Outside Professionals.  The Stockholders Committee shall
     pay all Stockholder Expenses within three (3) days of the Closing Date, and
     in the event any such expenses have been paid by the Company, the
     Stockholders shall reimburse the Company for such amount. The Stockholders
     agree that they shall be jointly and severally responsible for all fees and
     expenses incurred by the Stockholders arising in connection with this
     Agreement or the transactions contemplated hereby for outside service
     professionals that are submitted to the Parent, the Buyer or any other
     Person, after the Closing Date.

          (h)  Insurance.  For a period of twelve months from the Closing,
     Parent will maintain products liability coverage, through insurance or
     otherwise, such that the Stockholders will not be adversely affected by any
     change in the existing coverage of the Company.

     8.   REMEDIES UNDER THIS AGREEMENT.

          (a)  Survival of Representations and Warranties.  All of the
     representations and warranties of the Company and the Stockholders
     contained in (S)(S) 3(g)-(j) and 3(1)-(dd) of this Agreement and of the
     Buyer contained in (S) 4(d)-(e) of this Agreement shall survive the Closing
     and continue in full force and effect for a period of one (1) year
     thereafter; and all of the other representations, warranties, covenants,
     indemnities, and other agreements of the Buyer, 

     the Company and the Stockholders contained in this Agreement shall survive
     the Closing and shall continue in full force and effect forever thereafter
     subject to expiration by operation of any statutes of limitations. No
     action, claim, or proceeding may be brought by any Party hereto against any
     other Party resulting from, arising out of, or caused by a breach of a
     representation or warranty contained herein, or the failure to perform any
     covenant or other obligations hereunder, except pursuant to (S)(S) 8(b),
     8(c) and 8(d) below and after the time such representation, warranty or
     covenant ceases to survive pursuant to the preceding sentence, unless
     written notice of such claim setting forth with specificity the basis for
     such claim is delivered to the applicable Party prior to such time pursuant
     to (S) 8(d) below. The Parties each acknowledge and agree that the sole and
     exclusive remedy for breaches of representations, warranties and covenants
     in this Agreement shall be limited to those remedies set forth in (S)(S)
     8(b), 8(c), 8(d), 9(n) and 9(q) herein.

          (b)  Indemnification Provisions for Benefit of the Parent and the
     Buyer.

               (i) In the event the Company or any of the Stockholders breach
          (or in the event any third party alleges facts that, if true, would
          mean the Company or any of the Stockholders have breached) any of its
          representations, warranties, and covenants contained in this
          Agreement, and, if there is an applicable survival period pursuant to
          (S) 8(a) above, provided that the Parent or the Buyer makes a written
          claim for indemnification setting forth the basis for such claim
          against the Company or the Stockholders pursuant to (S) 8(d) below
          within such survival period, then each of the Stockholders, jointly
          but not severally, agree to indemnify the Parent and the Buyer,
          subject to the limitations set forth herein, from and against the
          entirety of any Losses the Parent or the Buyer may suffer through and
          after the date of the claim for indemnification (including any Losses
          the Parent or the Buyer may suffer after the end of any applicable
          survival period) resulting from, arising out of, or caused by the
          breach (or the alleged breach); provided, however, that

                    (A) the Stockholders shall not have any obligation to
                    indemnify, and shall have no Liability to, the Buyer from
                    and against any Losses resulting from, arising out of, or
                    caused by the breach (or alleged breach) of any
                    representation, warranty, or covenant of the Company or the
                    Stockholders contained in (S)(S) 3(a)-(f) which exceed in
                    the aggregate the Purchase Price;

                    (B) the Stockholders shall not have any obligation to
                    indemnify, and shall have no Liability to, the Buyer from
                    and against any Losses resulting from, arising out of, or
                    caused by the breach (or alleged breach) of any
                    representation, warranty or covenant of the Company or the
                    Stockholders contained in (S)(S) 3(g)-(j) and 3(l)-(dd)
                    hereof which exceed, in the aggregate One Million Dollars
                    ($1,000,000);

 
                    (C) the Stockholders shall not have any obligation to
                    indemnify, and shall have no Liability to, the Buyer from
                    and against any Losses resulting from, arising out of, or
                    caused by the breach (or alleged breach) of any
                    representation, warranty or covenant of the Company or the
                    Stockholders contained in (S) 3(k) hereof which exceed, in
                    the aggregate Two Million Dollars ($2,000,000); and
 
                    (D) Notwithstanding anything to the contrary contained
                    herein, the Stockholders, jointly but not severally, will
                    indemnify the Company for the amount of any tax liability
                    resulting from the sales tax audit currently in process, but
                    only to the extent Losses in respect of such audit exceed
                    $80,000.
 
                    (E) the Stockholders shall have no indemnification
                    obligation under this (S) 8(b)(i) (including all
                    subparagraphs hereof) other than with respect to 
                    (S)(S) 3(a)-(f) or (S) 7(g) breaches (or alleged breaches)
                    until the Buyer has suffered Losses by reason thereof in
                    excess of One Hundred Fifty Thousand Dollars ($150,000) and
                    then only to the extent of the excess. Such amount shall not
                    reduce the aggregate cap or ceiling on the liability of the
                    Stockholders with respect to any indemnity for Losses
                    hereunder.

               (ii) Notwithstanding anything to the contrary contained in the
          Article 8, the Stockholders, jointly, but not severally, will
          indemnify, defend and hold harmless the Buyer from and against any
          Losses as a result of claims based on or arising from any liabilities
          or obligations of the Company or the Stockholders; provided, however,
          that any indemnification obligations under this paragraph (ii) shall
          not exceed an amount equal to the Purchase Price less the Stockholder
          Expenses.

               (iii)  Notwithstanding anything to the contrary herein contained,
          the Stockholders Committee and each of the Stockholders, jointly but
          not severally, will indemnify, defend and hold harmless the Buyer, its
          affiliates and their officers, directors, employees and trustees, and
          other similarly situated Persons, from and against any Losses arising
          from or in connection with any action of the Stockholders Committee,
          or failure to act on the part of the Stockholders Committee, in
          connection with this Agreement or the Escrow Agreement or otherwise.

               (iv) Notwithstanding anything to the contrary contained herein,
          the Stockholders, jointly but not severally, will indemnify the
          Company for any amounts owed to any stockholder of the Company who
          exercises dissenter's rights 

          under the DGCL, including, without limitation, any costs, fees or
          expenses associated therewith.

               (v) Notwithstanding anything to the contrary contained herein, no
          Stockholder shall be liable to indemnify the Buyer or the Parent under
          this (S) 8(b) for any amount in excess of the portion of the Purchase
          Price such Stockholder is entitled to receive under this Agreement.

          (c)  Indemnification Provisions for Benefit of the Stockholders.

               (i) In the event the Parent or the Buyer breaches (or in the
          event any third party alleges facts that, if true, would mean the
          Parent or the Buyer has breached) any of their representations,
          warranties, and covenants contained in this Agreement, and, if there
          is an applicable survival period pursuant to (S) 8(a) above, provided
          that a written claim for indemnification setting forth with
          specificity the basis for such claim against or the Parent or the
          Buyer pursuant to (S) 8(d) below is made within such survival period,
          then the Parent and the Buyer agree to indemnify the Stockholders from
          and against the entirety of any Losses (up to but not in excess of the
          Purchase Price) the Stockholders may suffer through and after the date
          of the claim for indemnification (including any Losses the Company or
          the Stockholders may suffer after the end of any applicable survival
          period) resulting from, arising out of, or caused by the breach (or
          the alleged breach).

               (ii) Notwithstanding anything to the contrary herein contained,
          for one (1) year after the Closing Date, (i) the Buyer will indemnify,
          defend and hold harmless the Stockholders from and against any Losses
          as a result of claims based on or arising from any Liabilities or the
          operation of the Business after the Closing Date and (ii) such
          indemnification shall not be limited in amount or subject to any
          deductible or cap.

          (d)  Method of Asserting Claims.

               (i) With respect to any third-party claim (in addition to any
          rights or obligations under the Escrow Agreement):

                    (A) If any third party shall notify any Party (the
               "Indemnified Party") with respect to any matter ("Third Party
               Claim") which may give rise to a claim for indemnification
               against any other Party (the "Indemnifying Party") under (S) 8(b)
               or (c), then the Indemnified Party shall promptly notify each
               Indemnifying Party thereof in writing; provided, however, that
               (subject to the applicable survival period set forth in (S) 8(a)
               above) no delay on the part of the Indemnified Party in notifying
               any Indemnifying Party shall relieve the Indemnifying Party from
               any obligation hereunder unless 

               (and then solely to the extent) the Indemnifying Party thereby is
               prejudiced.

                    (B) The Indemnifying Party shall have fifteen (15) days
               after receipt of notice from the Indemnified Party of a Third
               Party Claim ("Notice Period") to notify the Indemnified Party in
               writing (1) whether or not the Indemnifying Party disputes such
               Third Party Claim specifying in reasonable detail the basis for
               such dispute, and (2) notwithstanding any such dispute, whether
               or not it desires, at its sole cost and expense, to defend the
               Indemnified Party against such Third Party Claim in accordance
               with the provisions hereof.

                    (C) If the Indemnifying Party disputes the Third Party Claim
               or the amount thereof (whether or not the Indemnifying Party
               elects to defend the Indemnified Party against such
               Indemnification Claim), such dispute shall be resolved by
               arbitration in accordance with (S) 8(e) hereof. Pending the
               resolution of any such dispute, the Third Party Claim shall not
               be settled without the prior written consent of the Indemnified
               Party, such consent not to be unreasonably withheld.

                    (D) If the Indemnifying Party notified the Indemnified Party
               within the Notice Period that the Indemnifying Party will defend
               the Indemnified Party against the Third Party Claim, then except
               as hereinafter provided, the Indemnifying Party will have the
               right to defend the Indemnified Party against the Third Party
               Claim with counsel of its choice reasonably satisfactory to the
               Indemnified Party so long as the Indemnifying Party (1)
               diligently conducts the defense of such Third Party Claim, and
               (2) shall not enter into a settlement, or entry of a final
               judgment or final award with respect to, any such Third Party
               Claim without the consent of the Indemnified Party unless such
               settlement, judgment or award requires no more than a monetary
               payment for which the Indemnified Party is fully indemnified and
               does not  involve any other matters binding upon the Indemnified
               Party.

                    (E) So long as the Indemnifying Party is conducting the
               defense of the Third Party Claim in accordance with (S)
               8(d)(i)(D) above, (1) the Indemnified Party may retain separate
               co-counsel at its sole cost and expense and participate in the
               defense of the Third Party Claim, unless the named parties of any
               proceeding relating to such Third Party Claim (including any
               impleaded parties) include both the Indemnifying Party and the
               Indemnified Party and representation of both parties by the same
               counsel would be inappropriate due to actual or potential
               differing interests between them, in which event the Indemnifying
               Party shall not be entitled to direct the defense of such action
               and the fees and expenses of the Indemnified Party shall be at
               the expense of the Indemnifying Party, 

               and (2) the Indemnified Party will not consent to the entry of
               any judgment or enter into any settlement with respect to the
               Third Party Claim without the prior written consent of the
               Indemnifying Party (not to be withheld unreasonably).

                    (F) If the Indemnifying Party elects not to defend the
               Indemnified Party against the Third Party Claim, whether by
               giving the Indemnified Party timely notice as provided above or
               otherwise, then the amount of any such Third Party Claim, or if
               the same is defended by the Indemnifying Party or the Indemnified
               Party, then that portion thereof as to which such defense is
               unsuccessful or the amount of such settlement, final judgment
               or final award described in (S) 8(d)(i)(D), in each case, shall
               be conclusively deemed to be a liability of the Indemnifying
               Party hereunder, unless the Indemnifying Party shall have
               disputed its liability to the Indemnified Party as provided in
               (S) 8(d)(i)(B), in which event such dispute shall be resolved as
               provided in (S) 8(e) hereof.

               (ii) If the Indemnification Claim involves a matter other than a
          Third Party Claim, the Indemnified Party shall promptly send a notice
          of the Indemnification Claim to the Indemnifying Party.  Indemnifying
          Party shall have fifteen (15) days after receipt from the Indemnified
          Party of notice of the Indemnification Claim to dispute the
          Indemnification Claim in writing specifying in reasonable detail the
          basis for such objection.  Failure to timely so dispute the
          Indemnification Claim shall constitute acceptance of the claim for
          indemnification by the Indemnifying Party.  If notice of the dispute
          is timely made by the Indemnifying Party and the dispute is not
          resolved within twenty (20) days from the date the Indemnifying Party
          received notice of the dispute, such dispute shall be resolved in
          accordance with (S) 9(q).  Claims accepted by an Indemnifying Party,
          resolved by arbitration or resolved by mutual agreement shall be paid
          as and when due, subject to the limitations set forth in this (S) 8,
          and, with respect to claims under the Pledge and Escrow Agreement, in
          accordance with the procedures set forth therein.

          (e)  Determination of Losses.  The Parties shall take into account the
     time cost of money (using the Applicable Rate, net of the tax cost arising
     with respect to the payment of such interest, as the interest rate) in
     determining Losses for purposes of this (S) 8. All payments under this (S)
     8 shall be deemed adjustments to the Purchase Price.

     9.   MISCELLANEOUS.
 
          (a)  Press Releases and Public Announcements.  Neither the Buyer, the
     Company nor the Stockholders shall issue any press release or make any
     public announcement relating to the subject matter of this 

     Agreement without the prior written approval of the other parties hereto.
     Notwithstanding the foregoing, the Buyer, upon prior notice to the Company,
     may make any public disclosure it believes in good faith is required or
     permitted by applicable law or any listing or trading agreement concerning
     its publicly-traded securities.
 
          (b)  No Third-Party Beneficiaries.  This Agreement shall not confer
     any rights or remedies upon any Person other than the Parties and their
     respective successors and permitted assigns.

          (c)  Entire Agreement.  This Agreement constitutes the entire
     agreement between the Parties and supersedes any prior understandings,
     agreements, or representations by or between the Parties, written or oral,
     to the extent they related in any way to the subject matter hereof.
 
          (d)  Succession and Assignment.  This Agreement shall be binding upon
     and inure to the benefit of the Parties named herein and their respective
     successors and permitted assigns. No Party may assign either this Agreement
     or any of its rights, interests, or obligations hereunder without the prior
     written approval of the other Parties; provided, however, that the Buyer
     may (i) assign any or all of its rights and interests hereunder to one or
     more of its affiliates and (ii) designate one or more of its affiliates to
     perform its obligations hereunder (in any or all of which cases the Buyer
     nonetheless shall remain responsible for the performance of all of its
     obligations hereunder).
 
          (e)  Counterparts.  This Agreement may be executed in one or more
     counterparts, each of which shall be deemed an original but all of which
     together will constitute one and the same instrument. A facsimile copy of a
     signature shall be deemed an original and any person may rely upon a
     facsimile copy of a signature in determining the validity of the actions
     taken by the parties to this Agreement.
 
          (f)  Headings.  The section headings contained in this Agreement are
     inserted for convenience only and shall not affect in any way the meaning
     or interpretation of this Agreement.
 
          (g)  Notices.  All notices, requests, demands, claims, and other
     communications hereunder will be in writing. Any notice, request, demand,
     claim, or other communication hereunder shall be deemed duly given if (and
     then two business days after) it is sent by registered or certified mail,
     return receipt requested, postage prepaid, and addressed to the intended
     recipient as set forth below:
 
     If to the Company or the Stockholders:
 
     Photometrics, Ltd.           Copy to:    Snell & Wilmer L.L.P.
     3440 E. Britannia                        One Arizona Center
     Tucson, Arizona  85076                   Phoenix, Arizona  85004-0001
     (520)573-1944                            (602) 382-6000
     Attn:  Earl Refsland                     Attn:  Quinn Williams, Esq.

     Copy to:

     Sherman Muller
     Columbine Liquidating Trust
     5460 South Quebec #270
     Greenwood, Colorado  80111

     If to the Buyer:             Copy to:

     Derrick N. Key                           Shanler D. Cronk, Esq.
     Roper Industries, Inc.                   Roper Industries, Inc.
     160 Ben Burton Road                      160 Ben Burton Road
     Bogart, Georgia  30622                   Bogart, Georgia  30622
     (706) 369-7170                           (706) 369-7170

     Any Party may send any notice, request, demand, claim, or other
communication hereunder to the intended recipient at the address set forth above
using any other means (including personal delivery, expedited courier, messenger
service, telecopy, telex, ordinary mail, or electronic mail), but no such
notice, request, demand, claim, or other communication shall be deemed to have
been duly given unless and until it actually is received by the intended
recipient.  Any Party may change the address to which notices, requests,
demands, claims, and other communications hereunder are to be delivered by
giving the other Party notice in the manner herein set forth.
 
          (h)  Governing Law.  This Agreement shall be governed by and construed
     in accordance with the domestic laws of the State of Delaware without
     giving effect to any choice or conflict of law provision or rule (whether
     of the State of Arizona or any other jurisdiction) that would cause the
     application of the laws of any jurisdiction other than the State of
     Delaware.
 
          (i)  Amendments and Waivers.  No amendment of any provision of this
     Agreement shall be valid unless the same shall be in writing and signed by
     each of the Buyer, the Company and the Stockholders. No waiver by any Party
     of any default, misrepresentation, or breach of warranty or covenant
     hereunder, whether intentional or not, shall be deemed to extend to any
     prior or subsequent default, misrepresentation, or breach of warranty or
     covenant hereunder or affect in any way any rights arising by virtue of any
     prior or subsequent such occurrence.
 
          (j)  Severability.  Any term or provision of this Agreement that is
     invalid or unenforceable in any situation in any jurisdiction shall not
     affect the validity or enforceability of the remaining terms and provisions
     hereof or the validity or 

     enforceability of the offending term or provision in any other situation or
     in any other jurisdiction.
 
          (k)  Expenses.  Except as otherwise may be required under (S) 9(q)
     hereof: (i) the Buyer and each of the Stockholders will bear its (his) own
     costs and expenses (including legal fees and expenses) incurred in
     connection with this Agreement and the transactions contemplated hereby,
     and (ii) the Stockholders shall bear all such expenses incurred by their
     affiliates.

          (l)  Construction.  Any reference to any federal, state, local, or
     foreign statute or law shall be deemed also to refer to all rules and
     regulations promulgated thereunder, unless the context requires otherwise.
     The word "including" shall mean including without limitation. The Parties
     intend that with respect to each representation, warranty, and covenant
     contained herein in any respect, the fact that there exists another
     representation, warranty or covenant relating to the same subject matter
     (regardless of the relative levels of specificity) which the Party has not
     breached shall not detract from or mitigate the fact that the Party is in
     breach of the first representation, warranty, or covenant.
 
          (m)  Incorporation of Exhibits and Schedules.  The Exhibits and
     Schedules identified in this Agreement are incorporated herein by reference
     and made a part hereof.
 
          (n)  Specific Performance.  Each of the Parties acknowledges and
     agrees that the other Party would be damaged irreparably in the event any
     of the provisions of this Agreement are not performed in accordance with
     their specific terms or otherwise are breached. Accordingly, each of the
     Parties agrees that the other Party shall be entitled to an injunction or
     injunctions to prevent breaches of the provisions of this Agreement and to
     enforce specifically this Agreement and the terms and provisions hereof in
     any action instituted in any court of the United States or any state
     thereof having, in accordance with the terms of this Agreement,
     jurisdiction over the Parties and the matter, in addition to any other
     remedy to which it may be entitled, at law or in equity, and the obligation
     of the Parties to arbitrate disputes as provided in paragraph (p) below
     shall not be applicable to any action for injunction or other equitable
     remedies.
 
          (o)  Submission to Jurisdiction.  Subject to (S) 9(q) hereof, each of
     the Parties submits to the jurisdiction of any state or federal court
     sitting in Arizona in any action or proceeding arising out of or relating
     to this Agreement and agrees that all claims in respect of the action or
     proceeding may be heard and determined in any such court. Each Party also
     agrees not to bring any action or proceeding arising out of or relating to
     this Agreement in any other court. Each of the Parties waives any defense
     of inconvenient forum to the maintenance of any action or proceeding so
     brought and waives any bond, surety, or other security that might be
     required of any other Party with respect thereto. Each Party appoints The
     Prentice-Hall 

     Corporation System, Inc. (the "Process Agent") as his or its agent to
     receive on is or its behalf service of copies of the summons and complaint
     and any other process that might be served in the action or proceeding. Any
     Party may make service on any other Party by sending or delivering a copy
     of the process to the Party to be served at the address and in the manner
     provided for the giving of notices in (S) 9(h) above. Each Party agrees
     that a final judgment in any action or proceeding so brought shall be
     conclusive and may be enforced by suit on the judgment or in any other
     manner provided by law or in equity.

          (p)  Arbitration.

               (i) Except as expressly provided elsewhere in this Agreement, any
          controversy or claim arising out of or relating to this Agreement or
          the relationship, rights, duties and obligations of the parties
          hereto, or the breach hereof, shall be settled by arbitration in
          accordance with the Commercial Arbitration Rules of the American
          Arbitration Association (the "AAA") as such rules may be modified
          herein or as otherwise agreed by the parties in such controversy. The
          forum for arbitration shall be Phoenix, Arizona and the governing law
          for such arbitration shall be the laws of the State of Arizona.

               (ii) Following thirty (30) days' notice by any Party of intention
          to invoke arbitration, any dispute arising under this Agreement and
          not mutually reserved within such thirty (30) day period shall be
          determined by a single arbitrator upon which the parties agree, or, if
          the parties cannot agree on a single arbitrator within five (5)
          business days following such thirty (30) day period, then by a board
          of three (3) arbitrators, which arbitrator(s) shall be selected for
          each such controversy so arising hereunder.  If it is necessary to
          proceed with a board of three (3) arbitrators in order to resolve any
          controversy arising hereunder, then either Party to the arbitration
          proceeding may apply to the AAA for the appointment of arbitrators to
          be selected by the parties to the arbitration from a list of ten (10)
          qualified potential arbitrators supplied by AAA, which shall include a
          resume of qualifications, background and experience.  Each arbitrator
          must have had at least five (5) years experience in the area of the
          issue proposed for arbitration.  For a period of fifteen (15) days
          after the AAA list is delivered to a Party, such Party shall have the
          right to strike three names from the list of arbitrators and the AAA
          shall pick three arbitrators from the names not stricken, who shall be
          the arbitrators hereunder.  Any Party who is unable or unwilling to so
          strike a name timely shall forfeit his right to participate in the
          selection process.  If a selected arbitrator is unable or unwilling to
          act, or if for any other reason an appointment of the requisite number
          of arbitrators cannot be made from the list submitted to the parties
          by the AAA, then the AAA may be requested to submit another list of
          potential arbitrators and the same procedures shall apply.  If the
          arbitrators are not appointed from the second list submitted by AAA,
          then any Party, on behalf of all the parties, may request such
          appointment by the United States District Judge for the Federal
          District.  In the event of any subsequent withdrawal, by death,
          incapacity or resignation, of an arbitrator, the AAA may be 

          requested to supply a list of three qualified arbitrators and each
          Party shall have the right to strike one name from the list and the
          arbitrator not stricken shall be the replacement arbitrator; if, for
          any reason, more than one arbitrators name remains on the list, then
          the replacement arbitrator shall be chosen by AAA.

               (iii)  The arbitrator or arbitrators shall be guided, but not
          bound, by the Federal Rules of Evidence and by the discovery rules of
          the Federal Rules of Civil Procedure.  Any discovery shall be limited
          to information directly relevant to the controversy or claim in
          arbitration.  The arbitrators shall determine the matters submitted to
          it pursuant to the provisions of this Agreement tend render a decision
          thereon no later than thirty (30) days after such board (or single
          arbitrator, as the case may be) has been appointed.

               (iv) The action of the sole arbitrator, or of a majority of the
          members of the board of arbitrators, as the case may be, shall govern
          and their decisions in writing shall be final and binding on the
          parties hereto.  Each Party shall be responsible for the payment of
          its own expenses in connection with the arbitration (including costs
          and expenses of its officers, employees, agents and attorneys).  All
          arbitration fees and expenses shall be shared equally by the parties,
          pending the arbitrator's final assessment and allocation of such fees
          and expenses.  The arbitrators' decision may be enforced in the United
          States District Court for the District of Arizona in Phoenix.

     IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the
date first above written.

                                       THE PARENT
                                       Roper Industries, Inc.

                                       By:
                                           ------------------------------------
                                       Name:
                                             ----------------------------------
                                       Title:
                                              ---------------------------------

                                       THE BUYER
                                       Roper Acquisition Corp.

                                       By:
                                           ------------------------------------
                                       Name:
                                             ----------------------------------
                                       Title:
                                              ---------------------------------

                                       THE COMPANY
                                       Photometrics, Ltd.

                                       By:
                                           ------------------------------------
                                       Name:
                                             ----------------------------------
                                       Title:
                                              ---------------------------------

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Earl Refsland, Gregory Teesdale and Sherman
Muller, and each of them, his true and lawful attorneys-in-fact and agents, each
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments, to
this Agreement, to file the same, with exhibits thereto and other documents in
connection therewith, with any requisite governmental authority, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that each of said attorneys-in-fact and agents or
their substitute or substitutes may lawfully do or cause to be done by virtue
hereof.

     Each of the undersigned Stockholders have executed this Agreement on the
date first above written.

                                       STOCKHOLDERS

                                       ----------------------------------------
                                       Richard S. Aikens

                                       Arizona Growth Partners

                                       By:
                                           ------------------------------------
                                       Name:
                                             ----------------------------------
                                       Title:
                                              ---------------------------------

                                       ---------------------------------------- 
                                       Earl R. Refsland

                                       Columbine Trust

                                       By:
                                           ------------------------------------
                                       Name:
                                             ----------------------------------
                                       Title:
                                              ---------------------------------

                                       Davis Venture Partners, L.P.

                                       By:
                                           ------------------------------------
                                       Name:
                                             ----------------------------------
                                       Title:
                                              ---------------------------------

                                         --------------------------------------
                                         Patrick A. Lordi

                                         -------------------------------------- 
                                         Keith Prettyjohns

                                         -------------------------------------- 
                                         Robert S. Solem

                                         --------------------------------------
                                         Gregory M. Teesdale

                                         -------------------------------------- 
                                         Ronald A. Abelmann

                                         -------------------------------------- 
                                         Kent R. Johnson

                                         -------------------------------------- 
                                         Stephen Marcus