SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                ----------------
                                    FORM 10-K

          (Mark One)
          [X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended October 31, 2001

                                       or

          [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                       For the transition period from    to

                         Commission File Number 1-12273

                             ROPER INDUSTRIES, INC.
             (Exact name of Registrant as specified in its charter)
                                ----------------
                  Delaware                          51-0263969
      (State or other jurisdiction of            (I.R.S. Employer
       incorporation or organization)           Identification No.)
                                ----------------
                               160 Ben Burton Road
                              Bogart, Georgia 30622
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (706) 369-7170
                                ----------------
           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                               Name of Each Exchange
           Title of Each Class                  On Which Registered
           -------------------                  -------------------
      Common Stock, $.01 Par Value            New York Stock Exchange
      Preferred Stock Purchase Rights
      with respect to Common Stock,
      $.01 Par Value                          New York Stock Exchange

        SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
                                ----------------
     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [X] Yes [_] No

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K ((S) 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [_]

     Aggregate market value of the voting stock held by non-affiliates of the
Registrant, computed by reference to the closing price of such stock, as of
December 31, 2001: $1,537,903,274.

     Number of shares of Registrant's Common Stock outstanding as of December
31, 2001: 31,068,753.
                                ----------------
                       DOCUMENTS INCORPORATED BY REFERENCE
     Portions of the Registrant's Proxy Statement to be furnished to
Shareholders in connection with its Annual Meeting of Shareholders to be held on
March 15, 2002, are incorporated by reference into Part III of this Form 10-K.

                                     PART I

ITEM 1.  BUSINESS

Roper Industries, Inc. ("Roper") designs, manufactures and distributes specialty
industrial controls, fluid handling and analytical instrumentation products
worldwide, serving selected segments of a broad range of markets. The principal
markets include oil & gas, research, medical, semiconductor, refrigeration,
automotive, water and wastewater, power generation, agricultural irrigation
industries and general industrial.

Roper pursues consistent and sustainable growth in sales and earnings by
operating and acquiring businesses that manufacture and sell high value-added,
highly engineered industrial products that are capable of achieving and
maintaining high margins. This strategy continually emphasizes (i) increasing
market share and market expansion, (ii) new product development, (iii) improving
productivity and reducing costs and (iv) acquisition of similar businesses. See
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS - - (i) Year Ended October 31, 2001 Compared to Year Ended October
31, 2000 and (ii) - - Year Ended October 31, 2000 Compared to Year Ended October
31, 1999."

Market Share, Market Expansion and Product Development. Roper competes in many
narrowly defined niche markets. Its position in these markets is typically as
the market leader or as a competitive alternate to the market leader. In those
markets where Roper is regionally dominant it seeks to sustain growth through
geographic expansion of its marketing efforts and the development of new
products for associated markets.

Roper continued its growth in fiscal 2001 principally through internal growth of
many of its core businesses and by new business acquisitions. In the Industrial
Controls segment, Dynamco was acquired in May 2001. Roper acquired three new
Analytical Instrumentation companies during the year. Media Cybernetics was
acquired in July 2001. Struers and Logitech were acquired in September 2001.

These new business acquisitions were financed principally from borrowings and
represented a combined investment of approximately $170.2 million. Roper's debt
under its primary credit facilities was $323.5 million at October 31, 2001 and
$232.6 million at October 31, 2000. Total debt was 50% and 47% of total
capitalization at October 31, 2001 and 2000, respectively. Total debt at
year-end was 2.5x and 2.2x the preceding year's EBITDA (earnings before
interest, taxes, depreciation and amortization) for fiscal 2001 and 2000,
respectively. Roper believes it is well positioned for additional new business
and other business acquisitions.

International Sales. Sales outside the United States continue to play an
important part in Roper's overall operating results, including such sales of
U.S.-based businesses. In fiscal 2001, 2000 and 1999, Roper's net sales outside
the U.S. were 52%, 51% and 51%, respectively, of total net sales.

                                        1

Information regarding international operations is set forth in Note 12 of the
Notes to Consolidated Financial Statements included elsewhere in this Annual
Report on Form 10-K ("Annual Report").

Research and Development. Roper conducts applied research and development to
improve the quality and performance of its products, to develop new products and
to enter new markets. Research and development performed by Roper often includes
extensive field testing of its products. Roper expensed $26.3 million (4.5% of
net sales), $22.6 million (4.5% of net sales), and $16.7 million (4.1% of net
sales) in the years ended October 31, 2001, 2000 and 1999, respectively, on
research and development activities.

ANALYTICAL INSTRUMENTATION

The Analytical Instrumentation segment offers several lines of digital imaging,
fluid properties test, industrial leak test, materials analysis, microscopy
preparation and handling, and spectroscopy products that are manufactured and
distributed by nine U.S.-based, and four European-based, operating companies.
Selected financial information for the Analytical Instrumentation segment is set
forth in Note 12 of the Notes to Consolidated Financial Statements included
elsewhere in this Annual Report. This segment's principal product groups consist
of (i) digital imaging products, (ii) industrial leak test products, (iii) fluid
properties test products and (iv) materials analysis products, (v) microscopy
specimen preparation/handling products and (vi) spectroscopy products.

Digital Imaging Products. Roper manufactures and sells extremely sensitive,
high-performance charge-coupled device camera, detectors and related software
for a variety of scientific and industrial uses, which use high resolution
and/or high speed digital video, including transmission electron microscopy and
spectroscopy applications. These products are principally sold for use within
academic, government research, semiconductor, automotive, ballistic and
biological and material science end-user markets. They are frequently
incorporated into OEM products.

Roper manufactures and sells specimen preparation and handling equipment for use
with electron and other microscopes. The handling products are incorporated into
OEM equipment and also sold as a retrofit for microscopes currently in use
within the academic, government research, electronics, biological and material
science end-user markets.

Roper manufactures and sells spectrometers, monochrometers and optical
components and coatings for various high-end analytical applications. These
products are often incorporated into OEM equipment for use within the research
and material science end-user markets.

Industrial Leak Test Products. Roper manufactures and sells products and systems
to determine leaks and completeness of assemblies and sub-assemblies in the
automotive, medical and consumer products industries.

Fluid Properties Test Products. Roper manufactures and sells automated and
manual test equipment to determine certain physical properties, such as sulfur
and nitrogen content, flash point, viscosity, freeze point and distillation of
liquids and gasses for the petroleum and other fluid product industries.

                                        2

Materials Analysis Products. Roper manufactures and sells the various equipment
necessary to extract and shape certain materials for production and to extract,
shape and prepare materials samples for testing.

The class of products within the Analytical Instrumentation segment that
accounted for at least 10% of Roper's consolidated net sales in any of the
periods presented below were as follows (in thousands):

                                                   Year ended October 31,
                                          -------------------------------------
                                              2001         2000         1999
                                          -----------  -----------   ----------
     Digital imaging products             $   134,294  $   135,406   $   89,739
     Fluid properties test products            63,022       51,499       27,300

The following chart shows the breakdown of Analytical Instrumentation segment
sales by market for fiscal 2001:

                                    [GRAPHIC]

General Industrial     6%
Semiconductor          6%
Research              41%
Automotive            13%
Oil & Gas             21%
Medical                4%
Other                  9%

Backlog. The Analytical Instrumentation companies have lead times of up to
several months on many of their product sales, although standard products are
often shipped within four weeks of receipt of order. Blanket purchase orders are
placed by certain OEMs and end-users, with continuing requirements for
fulfillment over specified periods of time. The segment's backlog of firm
unfilled orders, including blanket purchase orders, totaled $62.6 million at
October 31, 2001 compared to $54.6 million as of October 31, 2000. The increase
was attributed to the fiscal 2001 acquisitions offset by an approximate 16%
reduction in digital imaging product backlog as lead times were worked down.

Distribution and Sales. Distribution and sales are achieved through a
combination of manufacturer's representatives, agents, distributors and direct
sales offices in both the U.S. and various leading industrial nations.

                                        3

Customers. Each of the companies in the Analytical Instrumentation segment sells
to a variety of customers worldwide, with certain major OEMs in the automotive,
medical diagnostics and microscopy industries having operations globally. None
of its customers accounted for as much as 10% of its sales.

INDUSTRIAL CONTROLS

The Industrial Controls segment's products include a wide variety of machinery
and other industrial valves, controls, control systems and measurement and
monitoring instruments which are manufactured and distributed by six U.S.-based,
and one European-based, operating companies. Selected financial information for
the Industrial Controls segment is set forth in Note 12 of the Notes to the
Consolidated Financial Statements included elsewhere in this Annual Report. This
segment's principal sales and services consist of: (i) rotating machinery
control systems (ii) industrial valves and controls and (iii) vibration
instrumentation.

Rotating Machinery Control Systems. Roper manufactures control systems and
panels, and provides related engineering and commissioning services, for
applications involving compressors, turbines, and engines in the oil & gas,
pipeline, power generation and marine engine markets.

Industrial Valves and Controls. Roper manufactures a variety of valves, sensors,
switches and control products used on engines, compressors, turbines and other
powered equipment for the oil & gas, pipeline, power generation, refrigeration,
marine engine and general industrial markets. Most of these products are
designed for use in hazardous environments.

Vibration Instrumentation. Roper manufactures industrial vibration sensors,
switches and transmitters for use in the broad industrial controls market. Their
applications typically involve turbomachinery, engines, compressors, fans and/or
pumps.

Those classes of products within the Industrial Controls segment that accounted
for at least 10% of Roper's consolidated net sales in any of the periods
presented below were as follows (in thousands):

                                               Year ended October 31,
                                       ---------------------------------------
                                          2001           2000          1999
                                       ----------     ----------   -----------
Rotating machinery control systems     $  109,325     $   91,409   $    78,979
Industrial valves and controls             63,235         27,996        25,123

                                        4

The following chart shows the breakdown of sales by market for fiscal 2001 for
the Industrial Controls segment:

                                   [GRAPHIC]

Oil & Gas - Pipeline      38%
Power Generation          10%
Marine                     3%
Refrigeration             14%
General Industrial         6%
Oil & Gas - Other         24%
Other                      5%

Backlog. The majority of this segment's business consists of large engineered
oil & gas development and transmission projects with lead times of three to nine
months. Standard products generally ship within two weeks of receipt of order,
while shipment of orders for specialty products varies according to the
complexity of the product and availability of the required components. Roper
enters into blanket purchase orders for the manufacture of products for certain
original equipment manufacturers ("OEMs") and end-users over periods of time
specified by such customers. The segment's backlog of firm unfilled orders,
including blanket purchase orders, totaled $31.2 million at October 31, 2001
compared to $29.2 million as of October 31, 2000. The increase in backlog is
primarily attributed to the balance of a special $20 million order received from
RAO Gazprom ("Gazprom"), a large Russian natural gas company, in the fourth
quarter of fiscal 2001.

Distribution and Sales. Distribution and sales occur through direct sales
offices, manufacturer's representatives and industrial machinery distributors.

Customers. Each of the Industrial Controls business units sells to a variety of
customers worldwide. Gazprom was the biggest single customer in this segment for
the year, contributing approximately 25% of its sales in fiscal 2001. Gazprom
has previously indicated its interest to continue purchases of control systems
through 2007. However, continuation of this business at expected levels will
continue to be subject to numerous commercial and political risks beyond Roper's
control and cannot be assured. See "MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Forward Looking Information".

                                       5

FLUID HANDLING

The Fluid Handling segment's products include general and specialty pumps and a
range of flow measurement and metering products which are manufactured and
distributed by five U.S.-based, and one European-based, operating units.
Selected financial information for the Fluid Handling segment is set forth in
Note 12 of the Notes to Consolidated Financial Statements included elsewhere in
this Annual Report. This segment's principal products consist of (i) industrial
pumps, (ii) integrated dispense systems used primarily in the semiconductor
industry and (iii) flow measurement and metering products.

Industrial Pumps. Roper manufactures a variety of general industrial pumps
including (i) rotary gear pumps which operate on the principle of two gears
intermeshing and are primarily used for pumping particle-free viscous liquids
such as oil and certain fluid products, and specialty rotary gear pumps such as
lubricating oil pumps for diesel engines and fuel distribution devices, (ii)
progressing cavity pumps whose pumping elements consist of a steel rotor within
an elastomeric stator and which are used primarily for handling viscous liquids
with suspended solids and abrasive materials, such as Roper's "mud motor" used
in the oil & gas industry for directional drilling, (iii) centrifugal pumps
which are used for pumping water and other low-viscosity liquids in
agricultural, industrial and municipal applications, (iv) membrane and piston
pumps which transport high solids content slurries used in a variety of
industries including municipal, mining, ceramics, and food, (v) high-pressure
piston pumps used in marine, food, and municipal applications, and (vi)
piston-type metering pumps able to handle most types of chemicals and fluids
within low-flow applications and used principally in the medical diagnostics,
chemical processing, food processing and agricultural industries.

Integrated Dispense Systems. Roper's microprocessor-based integrated dispense
systems are used principally in the semiconductor industry to dispense chemicals
in a precise and repeatable fashion during the wafer fabrication process. These
highly reliable dispense units either incorporate no mechanical displacement,
utilizing the application of electronically regulated pressure, or utilize
positive displacement technology. Cabinet based systems manage the distributions
of bulk chemicals used in wafer fabrication to equipment such as the dispense
systems mentioned above.

Flow Measurement and Metering Products. Roper manufactures turbine and positive
displacement flow meters, emissions measurement equipment and flow meter
calibration products for the aerospace, automotive, power generation and other
industrial applications.

Those classes of products within the Fluid Handling segment that accounted for
at least 10% of Roper's consolidated net sales in any of the periods presented
below were as follows (in thousands):

                                             Year ended October 31,
                                   -----------------------------------------
                                       2001           2000          1999
                                   ------------   -----------   ------------

     Industrial pumps              $    84,398    $    78,955   $     76,193

                                       6

The following chart shows the breakdown of Fluid Handling segment sales by
market for fiscal 2001:

                                   [GRAPHIC]

General Industrial      21%
Other                    9%
Semiconductor           17%
Medical                  6%
Power Generation         6%
Oil & Gas                7%
Refrigeration            7%
Irrigation               6%
Aerospace                3%
Transportation           4%
Water and Wastewater    14%

Backlog. The Fluid Handling companies' sales also reflect a combination of
standard products and specifically engineered, application-specific products.
Standard products are typically shipped within two weeks of receipt of order.
Application-specific products typically ship within six-to-twelve weeks
following receipt of order, although larger project orders and blanket purchase
orders for certain OEMs may extend for longer periods. This segment's backlog of
firm unfilled orders, including blanket purchase orders, totaled $21.7 million
at October 31, 2001 compared to $26.1 million as of October 31, 2000. The
decrease was attributed primarily to significantly reduced demand for
semiconductor equipment products as that market contracted severely during
fiscal 2001.

Distribution and Sales. Distribution and sales occur through direct sales
personnel, manufacturer's representatives and stocking and non-stocking
distributors.

Customers. Some of the Fluid Handling segment's companies have sales to one or a
few customers that represent a significant portion of that company's sales and
the relative importance of such a concentrated customer base for these companies
is expected to continue. However, no customer was responsible for as much as 10%
of the segment's fiscal 2001 net sales.

MATERIALS AND SUPPLIERS

Most materials and supplies used by Roper are believed to be readily available
from numerous sources and suppliers throughout the world which are believed
adequate for their needs. Some high-performance components for digital imaging
products can be in short supply and Roper continuously investigates and
identifies alternative sources where possible. Roper believes this condition
equally affects its competitors and, thus far, it has not had a significant
adverse effect on sales.

                                        7

ENVIRONMENTAL MATTERS AND OTHER GOVERNMENTAL REGULATION

Roper is subject to environmental laws and regulations concerning emissions to
the air, discharges to waterways and the generation, handling, storage,
transportation, treatment and disposal of waste materials. These laws and
regulations are constantly changing and it is impossible to predict with
accuracy the effect they may have on Roper in the future. It is Roper's policy
to comply with all applicable environmental, health and safety laws and
regulations.

Roper is subject to various U.S. and foreign federal, state and local laws
affecting its businesses, as well as a variety of regulations relating to such
matters as working conditions and product safety. A variety of state laws
regulate Roper's contractual relationships with its distributors and
manufacturers' representatives, some of which impose substantive standards on
these relationships.

COMPETITION

Roper has significant competition from a limited number of companies in each of
its markets. No single competitor competes with Roper over a significant number
of product lines. Roper's products compete primarily on the basis of
performance, innovation, price, and established customer service capabilities
with existing customers.

PATENTS AND TRADEMARKS

Roper owns the rights under a number of patents and trademarks relating to
certain of its products and businesses. While it believes that none of its
companies is substantially dependent on any single, or group, of patents,
trademarks or other items of intellectual property rights, the product
development and market activities of Compressor Controls, Gatan, Integrated
Designs, Redlake MASD and Roper Scientific, in particular, have been planned and
conducted in conjunction with important and continuing patent strategies.
Compressor Controls has been granted a series of U.S. and associated foreign
patents and a significant portion of its fiscal 2001 sales was of equipment that
incorporated innovations that are the subject of several such patents that will
not begin to expire until 2004. Integrated Designs was granted a U.S. patent in
1994 related to methods and apparatus claims embodied in its integrated dispense
systems that accounted for the majority of its fiscal 2001 sales. The U.S.
patent will expire in 2011.

EMPLOYEES

As of October 31, 2001, Roper had approximately 2,950 total employees, of whom
approximately 2,000 were located in the United States.

                                       8

ITEM 2. PROPERTIES

Roper's corporate offices, consisting of 9,500 square feet of leased space, are
located near Athens, Georgia. Roper has established sales and service locations
around the world to support its operating units. The principal operating company
properties are on the table that follows.

                                          Square footage
                                        ---------------------
       Location           Property       Owned       Leased         Industry segment
- ----------------------  ------------    -------     ---------  --------------------------
                                                   
Phoenix, AZ             Office / Mfg.         -       45,900   Fluid Handling
Tucson, AZ              Office / Mfg.         -       37,300   Analytical Instrumentation
Pleasanton, CA          Office                -       19,400   Analytical Instrumentation
Richmond, CA            Office / Mfg.    67,400            -   Industrial Controls
San Diego, CA           Office / Mfg.         -       43,000   Analytical Instrumentation
Rodovre, Denmark        Office / Mfg.         -      114,000   Analytical Instrumentation
Verson, France          Office / Mfg.         -       22,500   Industrial Controls
Commerce, GA            Office / Mfg.   203,800            -   Fluid Handling
Buchen, Germany         Office / Mfg.   191,500            -   Fluid Handling
Lauda, Germany          Office / Mfg.    37,900            -   Analytical Instrumentation
Des Moines, IA          Office / Mfg.         -       88,000   Industrial Controls
Belle Chasse, LA        Office / Mfg.         -       33,200   Industrial Controls
Burr Ridge, IL          Office / Mfg.    55,000            -   Industrial Controls
Acton, MA               Office / Mfg.         -       32,700   Analytical Instrumentation
Silver Spring, MD       Office                -       11,800   Analytical Instrumentation
Trenton, NJ             Office / Mfg.    40,000            -   Analytical Instrumentation
Syosset, NY             Office / Mfg.         -       27,500   Fluid Handling
Portland, OR            Office / Mfg.         -      128,000   Fluid Handling
Warrendale, PA          Mfg.                  -       76,300   Analytical Instrumentation
Carrollton, TX          Office / Mfg.         -       22,000   Fluid Handling
Houston, TX             Office / Mfg.    12,600            -   Industrial Controls
Houston, TX             Office / Mfg.         -       35,000   Analytical Instrumentation
Houston, TX             Office / Mfg.         -       27,500   Analytical Instrumentation
Marble Falls, TX        Office / Mfg     10,000            -   Analytical Instrumentation
McKinney, TX            Office / Mfg.         -       25,000   Industrial Controls
San Antonio, TX         Office / Mfg.         -       42,200   Analytical Instrumentation
Bury St. Edmunds, U.K.  Office / Mfg.    90,000            -   Industrial Controls
Glasgow, U.K.           Office / Mfg.    27,700            -   Analytical Instrumentation

Roper considers each of the above facilities to be in good operating condition
and adequate for its present use and believes that it has sufficient plant
capacity to meet its current and anticipated operating requirements.

                                        9

ITEM 3. LEGAL PROCEEDINGS

Roper is a defendant in various lawsuits involving product liability, employment
practices and other matters, none of which Roper believes, if adversely
determined, would have a material adverse effect on its consolidated financial
position or results of operations. The majority of such claims are subject to
insurance coverage.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS

No matter was submitted to a vote of Roper's security-holders during the fourth
quarter of fiscal 2001.

                                       10

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Roper's single class of common stock issued and outstanding trades on the New
York Stock Exchange ("NYSE") under the symbol "ROP". Following is the range of
high and low sales prices for Roper's common stock as reported by the NYSE
during each of its fiscal 2001 and 2000 quarters. The last sales price reported
by the NYSE on December 31, 2001, was $49.50.

                                               High                   Low
                                            -----------           -----------

     2001         4th Quarter               $     45.00           $     31.00
                  3rd Quarter                     45.80                 34.99
                  2nd Quarter                     43.00                 33.65
                  1st Quarter                     38.50                 29.94

     2000         4th Quarter                     35.75                 26.19
                  3rd Quarter                     36.19                 24.00
                  2nd Quarter                     37.38                 25.81
                  1st Quarter                     38.56                 30.00

Based on information available to Roper and its transfer agent, Roper believes
that as of December 31, 2001 there were 215 record holders of its common stock.

Dividends. Roper has declared a cash dividend in each fiscal quarter since its
February 1992 initial public offering and has also increased its dividend rate
annually since the initial public offering. In November 2001, Roper's Board of
Directors increased the quarterly dividend rate to $0.0825 per share, an
increase of 10% from the prior rate. However, the timing, declaration and
payment of future dividends will be at the sole discretion of Roper's Board of
Directors and will depend upon Roper's profitability, financial condition,
capital needs, future prospects and other factors deemed relevant by the Board
of Directors. Therefore, there can be no assurance as to the amount, if any, of
cash dividends that will be declared in the future.

Recent Sales of Unregistered Securities. None

                                       11

ITEM 6. SELECTED FINANCIAL INFORMATION

The consolidated selected financial data presented below has been derived from
Roper's audited consolidated financial statements and should be read in
conjunction with "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS" and with Roper's Consolidated Financial Statements
and related notes thereto included elsewhere in this Annual Report.

                                                                        Year ended October 31,
                                                   ------------------------------------------------------------------
                                                    2001/(1)/    2000/(2)/    1999/(3)/      1998/(4)/     1997/(5)/
                                                   -----------  -------------------------- --------------------------
                                                                 (in thousands, except per share data)
                                                                                           
Operations data:
   Net sales                                       $   586,506  $   503,813  $   407,256    $   389,170   $   298,236
   Gross profit                                        308,970      258,824      210,503        190,953       153,389
   Income from operations                               98,428       88,196       77,955         66,092        60,870
   Net earnings applicable to common shares             55,839       49,278       47,346         39,316        36,350

Per share data:
   Net earnings applicable to common shares:
     Basic                                         $      1.82  $      1.62  $      1.56    $      1.27   $      1.19
     Diluted                                              1.77         1.58         1.53           1.24          1.16
   Dividends                                              0.30         0.28         0.26           0.24          0.20

Balance sheet data:
   Working capital                                 $   129,173  $   129,463  $    89,576    $    82,274   $    86,954
   Total assets                                        762,122      596,902      420,163        381,533       329,320
   Long-term debt, less current portion                323,830      234,603      109,659        120,307        99,638
   Stockholders' equity                                323,506      270,191      231,968        197,033       177,869

(1)  Includes results of Struers and Logitech from September 2001 and several
     smaller businesses acquired throughout fiscal 2001.
(2)  Includes results of MASD from November 1999, Abel Pump from May 2000, Antek
     Instruments from August 2000, Hansen Technologies from September 2000 and
     several smaller businesses acquired throughout fiscal 2000.
(3)  Includes results of Petroleum Analyzer companies acquired in June 1999.
(4)  Includes results of Photometrics from April 1998 and several smaller
     businesses acquired throughout fiscal 1998.
(5)  Includes results of Princeton Instruments and Petrotech from May 1997.

                                       12

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

The following discussion should be read in conjunction with Roper's Consolidated
Financial Statements and selected financial data included elsewhere in this
Annual Report.

Results of Operations

General

The following tables set forth selected information for the years indicated.
Amounts are dollars in thousands and percentages are of net sales.

                                                         Year ended October 31,
                                                        -----------------------
                                                         2001     2000     1999
                                                        -----    -----    -----
     Net sales                                          100.0%   100.0%   100.0%
     Cost of sales                                       47.3     48.6     48.3
                                                        -----    -----    -----
     Gross profit                                        52.7     51.4     51.7
     Selling, general and administrative expenses        35.9     33.9     32.6
                                                        -----    -----    -----
     Income from operations                              16.8     17.5     19.1
     Interest expense                                     2.7      2.7      1.8
     Other income                                         0.6      0.3      0.4
                                                        -----    -----    -----
     Earnings before income taxes                        14.7     15.1     17.7
     Income taxes                                         5.2      5.3      6.1
                                                        -----    -----    -----
     Net earnings                                         9.5%     9.8%    11.6%
                                                        =====    =====    =====

                                                            Year ended October 31,
                                              -------------------------------------------------
                                                    2001            2000              1999
                                              ---------------  ---------------  ---------------
                                                 $        %       $        %       $        %
                                              -------  ------  -------  ------  -------  ------
                                                                       
     Industrial Controls:/(1)/
       Net sales                              196,738          159,262          160,090
       Gross profit                           100,574   51.1    78,523   49.3    78,957   49.3
       Operating profit/(2)/                   40,066   20.4    28,460   17.9    29,973   18.7
     Fluid Handling:/(3)/
       Net sales                              125,399          121,387           98,298
       Gross profit                            60,709   48.4    58,899   48.5    47,662   48.5
       Operating profit/(2)/                   27,402   21.9    29,600   24.4    27,386   27.9
     Analytical Instrumentation:/(4)/
       Net sales                              264,369          223,164          148,868
       Gross profit                           147,687   55.9   121,402   54.4    83,884   56.3
       Operating profit/(2)/                   43,207   16.3    36,509   16.4    27,713   18.6

     /(1)/ Includes results of Hansen Technologies from September 2000 and
           several smaller businesses acquired during the years presented.
     /(2)/ Operating profit excludes restructuring charges and unallocated
           corporate administrative costs. Restructuring charges were incurred
           only in fiscal 2001 and were $2,230, $279 and $50 in Industrial
           Controls, Fluid Handling and Analytical Instrumentation,
           respectively. Unallocated corporate administrative costs were $9,688,
           $6,373 and $7,117 for the years ended October 31, 2001, 2000 and
           1999, respectively.
     /(3)/ Includes results of Abel Pump from May 2000 and several smaller
           businesses acquired during the years presented.
     /(4)/ Includes results of Photometrics from April 1998, the fiscal 1999
           Petroleum Analyzer acquisitions from June 1999, MASD from November
           1999, Antek Instruments from August 2000, Struers and Logitech from
           September 2001 and several smaller businesses acquired during the
           years presented.

                                       13

Year Ended October 31, 2001 Compared to Year Ended October 31, 2000

Net sales for fiscal 2001 were $586.5 million, a 16% increase compared to fiscal
2000. Excluding sales to RAO Gazprom ("Gazprom", a large Russian natural gas
company), net sales increased 14% in fiscal 2001 compared to fiscal 2000. Fiscal
2001 pro forma net sales (adjusted to remove exited operations) increased 5%
compared to pro forma net sales during fiscal 2000 (also adjusted to include the
results of companies acquired during fiscal 2001 for the same length of time as
included in fiscal 2001's results).

In the Analytical Instrumentation segment, actual net sales increased 18% and
pro forma net sales increased 5%. The increase in actual net sales resulted
mostly from the contribution of companies acquired during fiscal 2001 and 2000.
The increase in pro forma net sales resulted mostly from strong digital imaging
demand from research markets. Weakness in the automobile industry adversely
affected sales of Roper's high-speed digital camera products and its industrial
leak test products.

In the Fluid Handling segment, actual net sales increased 3% and pro forma net
sales decreased 7%. Actual net sales increased primarily as the result of
companies acquired over the past two years. Pro forma net sales decreased
primarily as the result of depressed business conditions in the semiconductor
industry. This segment's pro forma net sales to this industry decreased 33% in
fiscal 2001 compared to fiscal 2000. Roper expects these sales to be lower still
in fiscal 2002. Net sales in fiscal 2001 for this segment's businesses not
serving the semiconductor industry increased 2% compared to pro forma net sales
in fiscal 2000.

In the Industrial Controls segment, actual net sales increased 24% and pro forma
net sales increased 13%. Actual net sales increased primarily as a result of
companies acquired since the beginning of fiscal 2000, increased shipments to
Gazprom and higher revenues from customers in energy markets. These increases
were partially offset by lower revenues at Petrotech that resulted from
restructuring activities that occurred during fiscal 2001. Pro forma net sales
increased primarily as a result of additional sales to Gazprom. Sales to Gazprom
were $49.3 million during fiscal 2001, or an increase of 45% compared to fiscal
2000.

Roper's overall gross profit percentage increased to 52.7% in fiscal 2001
compared to 51.4% in fiscal 2000. Several factors were the largest contributors
to the change. The largest factor was the growth in the Analytical
Instrumentation segment, Roper's highest gross margin segment. Other large
factors contributing to increased margins were improved leverage on the
additional sales to Gazprom and the benefits from exiting certain low margin
businesses at Petrotech during 2001. Adversely affecting margins were the
increased sales from Roper's lower margin refrigeration valves business that was
acquired in September 2000.

Analytical Instrumentation's gross margin increased to 55.9% in fiscal 2001
compared to 54.4% in fiscal 2000. Most of this improvement resulted from
favorable leverage related to increased digital imaging sales and the
incremental sales at Struers and Logitech that were at relatively high margins.
Fluid Handling's gross margin decreased to 48.4% in fiscal 2001 compared to
48.5% in fiscal 2000. This decrease was caused mostly by lower sales of its high
margin semiconductor-related products. Industrial Controls' gross margin
increased to 51.1% in fiscal 2001 compared to 49.3% in fiscal

                                       14

2000. This increase was caused primarily by the favorable effects of increased
sales to Gazprom and lower sales from exited businesses, and was partially
offset by increased sales of lower-margin refrigeration valve products.

Selling, general and administrative ("SG&A") expenses as a percentage of net
sales in fiscal 2001 and fiscal 2000 are presented in the following table.

                                                2001               2000
                                          ------------------  ------------------
                                           Total    Adjusted*  Total   Adjusted*
                                          -------   --------  -------  ---------

     Analytical Instrumentation             39.5%     36.2%     38.0%     34.5%
     Fluid Handling                         26.8      24.5      24.1      22.3
     Industrial Controls                    31.9      28.5      31.4      29.8
     Corporate                               1.7       1.7       1.3       1.3
                                          ------    ------    ------    ------
        Total                               35.9%     32.8%     33.9%     31.3%

     *    Excludes goodwill amortization (2001 and 2000) and restructuring
          charges (2001).

The increase in SG&A costs as a percentage of net sales in fiscal 2001 compared
to fiscal 2000 for the Fluid Handling segment was caused by the adverse leverage
that resulted from the quick and deep cyclical decline in the segment's
semiconductor-related business. Other changes in the relationships between SG&A
costs and net sales were not considered significant.

Interest expense was $15.9 million in fiscal 2001 compared to $13.5 million in
fiscal 2000. Interest expense was higher in fiscal 2001 mostly due to the
borrowings associated with the acquisitions that occurred since the beginning of
fiscal 2000. All of these acquisitions, representing total costs of over $330
million during these two fiscal years, were paid for with cash provided by
Roper's then-existing credit facilities. Short-term interest rates started to
decline dramatically early in calendar 2001. Roper's effective interest rate was
approximately 6.5% during fiscal 2001 compared to approximately 6.9% during
fiscal 2000.

The provision for income taxes was 35.4% of pretax earnings in fiscal 2001
compared to 35.1% in fiscal 2000. This change was not considered significant.

Roper's other components of comprehensive earnings in fiscal 2001 were currency
translation adjustments resulting from net assets denominated in currencies
other than the U.S. dollar. These net assets were primarily denominated in euros
(or euro-equivalent currencies), British pounds, Danish krone or Japanese yen.
During fiscal 2001, the U.S. dollar weakened against the euro, was relatively
stable against the pound and strengthened against the yen and krone (after the
acquisition of Danish assets in September). During fiscal 2001, Roper's
consolidated net assets increased $1.2 million due to foreign currency
translation adjustments.

                                       15

                                                                    Net sales orders
                                                                 Year ended October 31,
                                                   --------------------------------------------------
                                                             2001                      2000                Pro forma
                                                   ------------------------  ------------------------
                                                    Pro forma      Actual      Pro forma      Actual         change
                                                    ----------  -----------  -------------  -----------   -----------
                                                                     (in thousands)
                                                                                           
Analytical Instrumentation                         $   260,927  $   260,927  $     273,105  $   239,903        -4   %
Fluid Handling                                         121,231      121,231        142,858      128,925       -15
Industrial Controls                                    195,073      200,681        170,267      160,136       +15
                                                   -----------  -----------  -------------  -----------   -----------

                                                   $   577,231  $   582,839  $     586,230  $   528,964        -2   %
                                                   ===========  ===========  =============  ===========   ===========

The decrease in Analytical Instrumentation's pro forma net sales orders in
fiscal 2001 compared to fiscal 2000 was broad-based. Net sales orders for each
major product group declined from 2% - 9%. This segment's businesses were
adversely affected by poor market conditions in the automotive and semiconductor
industries. The decrease in pro forma net sales orders for the Fluid Handling
segment was caused largely by a decline in semiconductor-related orders. The
increase in pro forma net sales orders for the Industrial Controls segment was
caused primarily by additional orders from Gazprom.

                                                                   Sales order backlog
                                                                       October 31,
                                                   --------------------------------------------------
                                                             2001                      2000                Pro forma
                                                   ------------------------  ------------------------
                                                    Pro forma      Actual      Pro forma      Actual         Change
                                                    ----------  -----------  -------------  -----------   -----------
                                                                     (in thousands)
                                                                                           
Analytical Instrumentation                         $    62,609  $    62,609  $      68,092  $    54,550        -8   %
Fluid Handling                                          21,678       21,678         26,073       26,073       -17
Industrial Controls                                     31,217       31,217         25,166       29,246       +24
                                                   -----------  -----------  -------------  -----------   -----------

                                                   $   115,504  $   115,504  $     119,331  $   109,869        -3   %
                                                   ===========  ===========  =============  ===========   ===========

Changes in sales order backlog were consistent with changes in net sales orders.

Year Ended October 31, 2000 Compared to Year Ended October 31, 1999

Net sales for fiscal 2000 of $503.8 million were up 24% compared to the prior
year. Excluding net sales to Gazprom, net sales increased 26% in fiscal 2000
compared to fiscal 1999. Net sales for fiscal 2000 were 1% less than pro forma
net sales for fiscal 1999.

Net sales for the Analytical Instrumentation segment increased 50%, mostly the
result of business acquisitions (Petroleum Analyzer, MASD, Antek Instruments and
other smaller businesses). This segment's net sales were 2% less than the prior
year's pro forma net sales largely from lower comparative sales in fluid
properties test equipment markets.

Net sales for the Fluid Handling segment increased 23%, mostly the result of
business acquisitions (Abel Pump and other smaller businesses) and a very strong
fiscal 2000 for this segment's

                                       16

semiconductor-related business. This segment's net sales were 6% higher than pro
forma net sales for fiscal 1999. Fluid Handling's historical semiconductor
business increased its net sales in fiscal 2000 by 81% (partly from favorable
comparisons to reported net sales in the first half of fiscal 1999) and its
acquired business increased its net sales by 51% compared to the same period in
the prior year. Fiscal 2000 net sales for this segment's centrifugal pump
business decreased 19% compared to the prior year due to weak agricultural and
water/wastewater markets. Agricultural markets were adversely impacted by
widespread drought conditions and low commodity prices in the United States.
Roper believes the municipal water and wastewater markets were adversely
affected by resources diverted to minimize Y2K exposures early in fiscal 2000,
and its centrifugal pump business had increased exposure to these markets as it
developed larger pumps to pursue more lucrative projects. Fluid Handling's
piston metering pumps business' net sales were also down 15% compared to fiscal
1999 as this company's largest customer reduced its purchases until it resolves
an FDA compliance problem unrelated to this company's products.

Net sales for the Industrial Controls segment decreased less than 1% in fiscal
2000 compared to fiscal 1999 and fiscal 2000 net sales were 3% less than pro
forma fiscal 1999 net sales. The timing of this segment's primary fiscal 2000
acquisition (Hansen Technologies in September 2000) was such that it did not
significantly affect fiscal 2000 results. This segment was significantly
influenced by conditions in the exploration and production sectors of the oil &
gas industry. Roper believes several large oil & gas business combinations early
in the year delayed capital spending programs, and spending had yet to recover
from the effects of relatively low oil and natural gas prices throughout much of
fiscal 1999. Throughout fiscal 2000, net sales each quarter (excluding sales to
Gazprom) improved in comparison to the same quarter of fiscal 1999. Whereas
these first quarter net sales were down 22% compared to the prior year, fourth
quarter net sales (also excluding Hansen Technologies) were up 13%. Net sales to
Gazprom of $33.9 million in fiscal 2000 were comparable to fiscal 1999 net sales
of $35.0 million.

The gross profit percentage for the Analytical Instrumentation segment decreased
to 54.4% in fiscal 2000 compared to 56.3% in fiscal 1999. This decrease arose
mostly from the inclusion of MASD for most of fiscal 2000. If MASD's results
were excluded from the segment's results in fiscal 2000, the segment's gross
profit percentage was 55.9%.

SG&A expenses as a percentage of net sales in fiscal 2000 and fiscal 1999 are
presented in the following table.

                                                                   2000                          1999
                                                       ---------------------------    --------------------------
                                                           Total       Adjusted*          Total       Adjusted*
                                                       -----------    ------------    -----------   ------------
                                                                                        
         Analytical Instrumentation                       38.0   %       34.5    %       37.7   %       34.1   %
         Fluid Handling                                   24.1           22.3            20.6           19.0
         Industrial Controls                              31.4           29.8            30.6           29.3
         Corporate                                         1.3            1.3             1.7            1.7
                                                       -----------     -----------    -----------    -----------
           Total                                          33.9   %       31.3    %       32.5   %       30.3   %
                                                       ===========     ===========    ===========    ===========

         * Excludes goodwill amortization.

SG&A expenses increased as a percentage of net sales for Roper as a whole
because of the increased costs in the Fluid Handling segment and the increased
size of the Analytical

                                       17

Instrumentation segment with its relatively high level of SG&A expenses compared
to Roper's other business segments.

SG&A expenses for the Fluid Handling segment increased as a percentage of net
sales mostly due to relatively high cost structures of recent acquisitions,
particularly Abel Pump and Flowdata. Another significant reason for this
segment's increased SG&A expenses as a percentage of net sales was the adverse
leverage associated with the decline in the segment's centrifugal pump business
combined with the added costs of this business moving into a larger facility
early in fiscal 2000. Other changes in the relationships between SG&A costs and
net sales were not considered significant.

Interest expense was $13.5 million in fiscal 2000 compared to $7.3 million in
fiscal 1999. Interest expense was higher in fiscal 2000 due primarily to the
borrowings associated with the numerous acquisitions that occurred during fiscal
1999 and especially during fiscal 2000. All of these acquisitions, representing
total costs of approximately $200 million during these two fiscal years, were
paid for with cash provided by Roper's then-existing credit facilities.

The provision for income taxes was 35.1% of pretax earnings in fiscal 2000
compared to 34.5% in fiscal 1999. The increase in the effective income tax rate
was due to several of the recent acquisitions located in relatively high income
tax rate jurisdictions and the amortization of some goodwill associated with
these acquisitions was not deductible for income tax purposes.

Roper's other components of comprehensive earnings in fiscal 2000 were currency
translation adjustments resulting from net assets denominated in currencies
other than the U.S. dollar. These net assets were primarily denominated in
euros, British pounds or Japanese yen. The U.S. dollar strengthened against each
of these currencies during fiscal 2000, but especially against the euro and
particularly during Roper's fourth quarter of fiscal 2000. During fiscal 2000,
Roper's consolidated net assets decreased $6.7 million ($4.1 million in the
fourth quarter) due to foreign currency translation adjustments. Roper's
goodwill denominated in non-U.S. currencies also decreased by $6.7 million due
to currency translation adjustments.

                                       18

The following table summarizes Roper's net sales orders and sales order backlog
information (in thousands). The pro forma amounts include comparable time
periods for those companies acquired during fiscal 2000.

                                                Net sales orders                       Sales order backlog
                                             Year ended October 31,                        October 31,
                                      -------------------------------------  --------------------------------------
                                         2000                1999                2000                1999
                                      -----------  ------------------------  -----------  -------------------------
                                        Actual      Pro forma      Actual       Actual     Pro forma       Actual
                                      -----------  -----------  -----------  -----------  -----------   -----------
                                                                                      
Analytical Instrumentation            $   239,903  $   228,000  $   148,478  $    54,550  $    41,693   $    30,000
Fluid Handling                            128,925      117,125      100,600       26,073       19,103        14,375
Industrial Controls                       160,136      157,596      150,604       29,246       30,405        29,286
                                      -----------  -----------  -----------  -----------  -----------   -----------

                                      $   528,964  $   502,721  $   399,682  $   109,869  $    91,201   $    73,661
                                      ===========  ===========  ===========  ===========  ===========   ===========

The increase in Analytical Instrumentation's net sales orders in fiscal 2000
compared to fiscal 1999 pro forma net sales orders was mostly due to an 8%
increase in the segment's digital imaging businesses and a 20% increase in its
spectroscopy business (which was influenced by the strong semiconductor
industry).

The increase in Fluid Handling's net sales orders in fiscal 2000 compared to
fiscal 1999 pro forma net sales orders was mostly due to continued strength in
the segment's semiconductor-related businesses, whose net sales orders increased
68%.

Financial Condition, Liquidity and Capital Resources

Total current assets exceeded total current liabilities by $129.2 million at
October 31, 2001 compared to $129.5 million at October 31, 2000. Total debt was
$326.8 million at October 31, 2001 (50% of total capital) compared to $241.3
million at October 31, 2000 (47% of total capital). Roper's increased debt and
increased financial leverage at October 31, 2001 compared to that a year ago was
due to the additional borrowings incurred to fund fiscal 2001 business
acquisitions.

Roper's principal $275 million credit facility with a group of banks provides
most of its daily external financing requirements, consisting of revolving
loans, swing line loans and letters of credit. At October 31, 2001, utilization
of this facility included $86.5 million of U.S. denominated borrowings, the
equivalent of $91.6 million of non-U.S. denominated borrowings and $2.9 million
of outstanding letters of credit. Total unused availability under this facility
was $94.0 million at October 31, 2001. This facility matures May 2005. Roper
also has a number of smaller facilities in various non-U.S. locations to support
the businesses in these locations.

Roper's outstanding indebtedness at October 31, 2001 also included $125 million
of term notes. One set of notes totaling $40 million matures May 2007. The other
set of notes totaling $85 million matures May 2010. Neither set of notes
requires sinking fund payments. Roper may prepay either set of notes by paying
the holders thereof the discounted present value of all remaining scheduled
payments using a discount rate equal to a risk-free rate plus a margin.

                                       19

Although the excess of current assets over current liabilities at October 31,
2001 and 2000 were similar, Roper acquired approximately $30 million of net
current assets through business acquisitions during fiscal 2001. Reductions in
net current assets were attributed to improved management of accounts
receivable, inventories and payables.

Capital expenditures were $7.5 million during fiscal 2001 compared to the $15.2
million incurred during fiscal 2000.

In November 2001, Roper's Board of Directors increased the quarterly cash
dividend paid on its outstanding common stock to $0.0825 per share from $0.075
per share, an increase of 10%. This represents the ninth consecutive year in
which the quarterly dividend has been increased since Roper's 1992 initial
public offering. Roper's Board of Directors has declared a dividend payable on
January 31, 2002. Payment of any additional dividends requires further action by
the Board of Directors.

Roper believes that internally generated cash flows and the remaining
availability under its various credit facilities will be adequate to finance
normal operating requirements and further acquisition activities. Although Roper
maintains an active acquisition program, any further acquisitions will be
dependent on numerous factors and it is not feasible to reasonably estimate if
or when any such acquisitions will occur and what the impact will be on Roper's
activities, financial condition and results of operations. Roper may also
explore alternatives to increase its access to additional capital resources.

Roper anticipates that its recently acquired companies as well as its other
companies will generate positive cash flows from operating activities, and that
these cash flows will permit the reduction of currently outstanding debt at a
pace consistent with that which Roper historically has experienced. However, the
rate at which Roper can reduce its debt during fiscal 2002 (and reduce the
associated interest expense) will be affected by, among other things, the
financing and operating requirements of any new acquisitions and the financial
performance of its existing companies and cannot be predicted with certainty.

Recently Issued Accounting Standards

The Financial Accounting Standards Board ("FASB") issued Statement of Financial
Accounting Standards ("SFAS") 141 - "Business Combinations" that applies to all
business combinations completed subsequent to June 30, 2001. SFAS 141 requires
use of the purchase method for accounting for a business combination. Other
provisions of SFAS 141 must be adopted concurrently with the adoption of SFAS
142. Roper does not expect the full adoption of SFAS 141 to significantly affect
its accounting for any business combinations completed prior to June 30, 2001.

The FASB issued SFAS 142 - "Goodwill and Other Intangible Assets" that Roper
intends to adopt effective November 1, 2001 (otherwise, adoption would be
required on November 1, 2002). Once adopted, this standard provides that
goodwill will no longer be subject to amortization. Instead,

                                       20

goodwill will be subjected to a periodic analysis to evaluate possible
impairment. Any such impairment would be recognized as an expense immediately.

The FASB issued SFAS 143 - "Accounting for Asset Retirement Obligations" that
Roper is required to adopt by November 1, 2002. Roper does not currently have,
nor is it expected to have, any material asset retirement obligations subject to
this new standard.

The FASB issued SFAS 144 - "Accounting for the Impairment or Disposal of
Long-Lived Assets" that Roper is required to adopt by November 1, 2002. This new
standard does not apply to goodwill. Roper does not expect the adoption of this
standard to result in an impairment charge.

Outlook

Fiscal 2002 is expected to be another record year for sales and earnings. Fiscal
2002 is expected to benefit from the full-year contributions from the businesses
acquired during fiscal 2001, especially Struers and Logitech. Fiscal 2002
earnings would also benefit from the adoption of SFAS 142. Goodwill amortization
was $15.7 million during fiscal 2001. The conditions in the semiconductor
industry are currently poor and Roper expects its product sales into this
industry to be lower in fiscal 2002 than they were in 2001 on a pro forma basis.
Roper does not expect this industry to show any significant signs of improvement
before at least the second half of 2002. The terrorist attacks in the United
States on September 11, 2001 and the aftereffects related thereto still cast a
significant cloud of uncertainty over the near-term health of the economy in the
United States and elsewhere. The U.S. economy was also showing signs of
weakening prior to the September 11 attacks. It is impossible to isolate each of
these factor's effects on current economic conditions. It is also impossible to
predict with any reasonable degree of certainty what or when any additional
events may occur that also will similarly disrupt the economy.

Roper expects to continue an active acquisition program. However, completion of
future acquisitions and their impact on Roper's results or financial condition
cannot be accurately predicted.

Forward Looking Information

The information provided elsewhere in this Annual Report, in Roper's filings
with the Securities and Exchange Commission, in press releases and in other
public disclosures contains forward-looking statements about Roper's businesses
and prospects. These forward-looking statements generally can be identified by
use of statements that include phrases such as "believe," "expect,"
"anticipate," "intend," "plan," "foresee," "likely," "will" or other similar
words or phrases. Similarly, statements that describe Roper's objectives, plans
or goals are or may be forward-looking statements. These forward-looking
statements involve known and unknown risks, uncertainties and other factors
which generally are beyond Roper's control and which may cause Roper's actual
results, performance or achievements to be different from any future results,
performance and achievements expressed or implied by these statements. Some of
these risks include the level and the timing of future business with Gazprom and
other Eastern European

                                       21

     customers and their ability to obtain financing, changes in interest and
     currency exchange rates, market conditions including the duration and
     extent of the current economic recession, the continued success of Roper's
     cost reduction efforts, the future operating results of newly-acquired
     companies and consequences stemming from the September 11 terrorist
     activities. There is no assurance that these and other risks and
     uncertainties will not have an adverse impact on Roper's future operations,
     financial condition, or financial results. Roper does not undertake any
     obligation to update any forward-looking statements.

                                       22

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
            MARKET RISK

Roper is exposed to interest rate risks on its outstanding borrowings. It is
exposed to foreign currency exchange risks on its transactions denominated in
currencies other than the U.S. dollar. It is also exposed to equity market risks
pertaining to the traded price of its common stock.

At October 31, 2001, Roper had a combination of fixed-rate borrowings (primarily
$125 million of term notes) and relatively variable-rate borrowings (primarily
borrowings under the $275 million credit facility). Although each borrowing
under the $275 million credit facility has a fixed rate, the terms of these
individual borrowings are generally only 1-3 months.

At October 31, 2001, interest rates were lower than the fixed rates on the term
notes. This resulted in the estimated fair values of the term notes being
greater than the face amounts of the notes. Roper estimated this difference to
be $11.7 million and it represented an unrecorded decrease in Roper's net assets
at October 31, 2001. If interest rates had been 0.1% higher, the difference
between the fair values of the term notes and their face values would have
decreased to $10.9 million.

At October 31, 2001, Roper's outstanding variable-rate borrowings under the $275
million credit facility were $178.1 million. An increase in interest rates of
0.1% would increase Roper's annualized interest costs by $178,000.

Several Roper companies have transactions and balances denominated in currencies
other than the U.S. dollar. Most of these transactions or balances are
denominated in euros (or equivalent currencies), British pounds, Danish krone or
Japanese yen.

Sales by companies whose functional currency was not the U.S. dollar were 23% of
Roper's total sales. The U.S. dollar was mixed against these currencies during
fiscal 2001. Comparing currency exchange rates at October 31, 2001 to October
31, 2000, the dollar weakened 7% against the euro, was flat against the pound
and strengthened 11% against yen. The dollar strengthened 1% against the krone
over the last two months of fiscal 2001. These exchange rate changes had an
immaterial impact on sales and earnings during fiscal 2001. Excluding the
effects of any future acquisitions, the percentage of non-U.S. dollar
denominated sales is expected to be higher in fiscal in 2002.

The changes of these currencies relative to the U.S. dollar during fiscal 2001
also resulted in an increase in net assets of $1.2 million that was reported as
a component of comprehensive earnings. This change is believed to have a minimal
impact on expected future cash flows.

The traded price of Roper's common stock influences the valuation of stock
option grants and the effects these grants have on pro forma earnings disclosed
in Roper's financial statements. The stock prices also influence the computation
of the dilutive effect of outstanding stock options to determine diluted
earnings per share. Certain cash compensation arrangements are also directly
related to Roper's stock price. The stock price also affects Roper's employees'
perceptions of various Roper programs that involve its common stock.

                                       23

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements and supplementary data required by this item begin at
page F-1 hereof.

                                       24

            CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                                      Index

                                                                                                               Page
                                                                                                            
Consolidated Financial Statements:

   Report of Independent Public Accountants .................................................................   F-2

   Consolidated Balance Sheets as of October 31, 2001 and 2000 ..............................................   F-3

   Consolidated Statements of Earnings for the Years ended October 31, 2001, 2000 and 1999 ..................   F-4

   Consolidated Statements of Stockholders' Equity and Comprehensive Earnings for the
     Years ended October 31, 2001, 2000 and 1999 ............................................................   F-5

   Consolidated Statements of Cash Flows for the Years ended October 31, 2001, 2000 and 1999 ................   F-6

   Notes to Consolidated Financial Statements ...............................................................   F-7

Supplementary Data:

   Schedule II - Consolidated Valuation and Qualifying Accounts for the Years ended
     October 31, 2001, 2000 and 1999 ........................................................................   S-1

                                       F-1

                    Report of Independent Public Accountants

To the Shareholders of Roper Industries, Inc.:

We have audited the accompanying consolidated balance sheets of Roper
Industries, Inc. (a Delaware corporation) and subsidiaries as of October 31,
2001 and 2000, and the related consolidated statements of earnings,
stockholders' equity and comprehensive earnings and cash flows for the years
then ended. These consolidated financial statements and the schedule referred to
below are the responsibility of the Company's management. Our responsibility is
to express an opinion on these consolidated financial statements and the
schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Roper Industries,
Inc. and subsidiaries as of October 31, 2001 and 2000, and the results of its
operations and cash flows for the years then ended in conformity with accounting
principles generally accepted in the United States.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The financial statement schedule listed
in Item 14 (II) of this Annual Report on Form 10-K is presented for the purpose
of complying with the Securities and Exchange Commission's rules and is not part
of the basic financial statements. This schedule has been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, fairly states in all material respects the financial data
required to be set forth therein in relation to the basic financial statements
taken as a whole.

                                           Arthur Andersen LLP

Atlanta, Georgia
December 6, 2001

                                       F-2

                     ROPER INDUSTRIES, INC. AND SUBSIDIARIES

                           Consolidated Balance Sheets

                            October 31, 2001 and 2000
                      (in thousands, except per share data)

                                                                                      2001                2000
                                                                                  -------------      -------------
                                                                                               
Assets

Cash and cash equivalents                                                         $      16,190      $      11,372
Accounts receivable, net                                                                121,271            115,191
Inventories                                                                              90,347             83,627
Other current assets                                                                      5,245              3,765
                                                                                  -------------      -------------
       Total current assets                                                             233,053            213,955

Property, plant and equipment, net                                                       51,887             48,907
Intangible assets, net                                                                  453,017            323,195
Other noncurrent assets                                                                  24,165             10,845
                                                                                  -------------      -------------

       Total assets                                                               $     762,122      $     596,902
                                                                                  =============      =============

Liabilities and Stockholders' Equity

Accounts payable                                                                  $      34,233      $      26,486
Accrued liabilities                                                                      61,020             48,299
Income taxes payable                                                                      5,617              3,001
Current portion of long-term debt                                                         3,010              6,706
                                                                                  -------------      -------------
       Total current liabilities                                                        103,880             84,492

Long-term debt                                                                          323,830            234,603
Other noncurrent liabilities                                                             10,906              7,616
                                                                                  -------------      -------------
       Total liabilities                                                                438,616            326,711
                                                                                  -------------      -------------

Stockholders' equity:
   Preferred stock, $0.01 par value per share; 1,000 shares authorized;
     none outstanding                                                                         -                  -
   Common stock, $0.01 par value per share; 80,000 shares authorized;
     32,131 shares issued and 30,879 outstanding at October 31, 2001 and
     31,859 shares issued and 30,599 outstanding at October 31, 2000                        321                319
   Additional paid-in capital                                                            80,510             75,117
   Retained earnings                                                                    275,259            228,652
   Accumulated other comprehensive earnings                                              (7,757)            (8,913)
   Treasury stock, 1,252 shares October 31, 2001 and 1,260 shares at
     October 31, 2000                                                                   (24,827)           (24,984)
                                                                                  -------------      -------------
       Total stockholders' equity                                                       323,506            270,191
                                                                                  -------------      -------------

       Total liabilities and stockholders' equity                                 $     762,122      $     596,902
                                                                                  =============      =============

          See accompanying notes to consolidated financial statements.

                                       F-3

                     ROPER INDUSTRIES, INC. AND SUBSIDIARIES

                       Consolidated Statements of Earnings

                   Years ended October 31, 2001, 2000 and 1999
                      (in thousands, except per share data)

                                                                          2001            2000           1999
                                                                       -----------    -----------    -----------
                                                                                            
Net sales                                                              $   586,506    $   503,813    $   407,256
Cost of sales                                                              277,536        244,989        196,753
                                                                       -----------    -----------    -----------

Gross profit                                                               308,970        258,824        210,503

Selling, general and administrative expenses                               210,542        170,628        132,548
                                                                       -----------    -----------    -----------
Income from operations                                                      98,428         88,196         77,955

Interest expense                                                            15,917         13,483          7,254
Other income, net                                                            3,928          1,218          1,583
                                                                       -----------    -----------    -----------

Earnings before income taxes                                                86,439         75,931         72,284

Income taxes                                                                30,600         26,653         24,938
                                                                       -----------    -----------    -----------

Net earnings                                                           $    55,839    $    49,278    $    47,346
                                                                       ===========    ===========    ===========

Net earnings per share:
   Basic                                                               $      1.82    $      1.62    $      1.56
                                                                       ===========    ===========    ===========
   Diluted                                                             $      1.77    $      1.58    $      1.53
                                                                       ===========    ===========    ===========

Weighted average common shares outstanding:
   Basic                                                                    30,758         30,457         30,268
                                                                       ===========    ===========    ===========
   Diluted                                                                  31,493         31,182         30,992
                                                                       ===========    ===========    ===========

          See accompanying notes to consolidated financial statements.

                                       F-4

                     ROPER INDUSTRIES, INC. AND SUBSIDIARIES

   Consolidated Statements of Stockholders' Equity and Comprehensive Earnings

                   Years ended October 31, 2001, 2000 and 1999
                      (in thousands, except per share data)

                                                                                            Accumulated
                                                                  Additional                   other                      Total
                                              Common stock         paid-in     Retained    comprehensive   Treasury   stockholders'
                                        -----------------------
                                            Shares     Amount     capital     earnings       earnings       stock        equity
                                        ----------- ----------- -----------  ----------  ---------------  ----------  -------------
                                                                                                 
Balances at October 31, 1998                 30,343 $       313 $    67,145  $  148,435  $          (906) $  (17,954) $     197,033

Net earnings                                      -           -           -      47,346                -           -         47,346
Common shares issued for acquisitions           (45)          -           -           -                -      (1,667)        (1,667)
Exercise of stock options, net                  244           3       3,939           -                -           -          3,942
Currency translation adjustments                  -           -           -           -           (1,266)          -         (1,266)
Cash dividends ($0.26 per share)                  -           -           -      (7,870)               -           -         (7,870)
Treasury stock purchases                       (260)          -           -           -                -      (5,550)        (5,550)
                                        -----------   ---------   ---------   ---------  ---------------  ----------  -------------

Balances at October 31, 1999                 30,282         316      71,084     187,911           (2,172)    (25,171)       231,968

Net earnings                                      -           -           -      49,278                -           -         49,278
Exercise of stock options, net                  308           3       3,949           -                -           -          3,952
Currency translation adjustments                  -           -           -           -           (6,741)          -         (6,741)
Cash dividends ($0.28 per share)                  -           -           -      (8,537)               -           -         (8,537)
Treasury stock sold                               9           -          84           -                -         187            271
                                        -----------   ---------   ---------   ---------  ---------------  ----------  -------------

Balances at October 31, 2000                 30,599         319      75,117     228,652           (8,913)    (24,984)       270,191

Net earnings                                      -           -           -      55,839                -           -         55,839
Exercise of stock options, net                  272           2       5,293           -                -           -          5,295
Currency translation adjustments                  -           -           -           -            1,156           -          1,156
Cash dividends ($0.30 per share)                  -           -           -      (9,232)               -           -         (9,232)
Treasury stock sold                               8           -         100           -                -         157            257
                                        -----------   ---------   ---------   ---------  ---------------  ----------  -------------

Balances at October 31, 2001                 30,879   $     321   $  80,510   $ 275,259  $        (7,757) $  (24,827) $     323,506
                                        ===========   =========   =========   =========  ===============  ==========  =============

                                                   Compre-
                                                   hensive
                                                   earnings
                                                 ------------
                                              
Balances at October 31, 1998

Net earnings                                     $     47,346
Common shares issued for acquisitions                       -
Exercise of stock options, net                              -
Currency translation adjustments                       (1,266)
Cash dividends ($0.26 per share)                            -
Treasury stock purchases                                    -
                                                 ------------

Balances at October 31, 1999                     $     46,080
                                                 ============

Net earnings                                     $     49,278
Exercise of stock options, net                              -
Currency translation adjustments                       (6,741)
Cash dividends ($0.28 per share)                            -
Treasury stock sold                                         -
                                                 ------------

Balances at October 31, 2000                     $     42,537
                                                 ============

Net earnings                                     $     55,839
Exercise of stock options, net                              -
Currency translation adjustments                        1,156
Cash dividends ($0.30 per share)                            -
Treasury stock sold                                         -
                                                 ------------

Balances at October 31, 2001                     $     56,995
                                                 ============

          See accompanying notes to consolidated financial statements.

                                       F-5

                     ROPER INDUSTRIES, INC. AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows

                   Years ended October 31, 2001, 2000 and 1999
                                 (in thousands)

                                                                          2001            2000           1999
                                                                       -----------    -----------    -----------
                                                                                            
Cash flows from operating activities:
   Net earnings                                                        $    55,839    $    49,278    $    47,346
   Adjustments to reconcile net earnings to net cash flows
     from operating activities:
       Depreciation and amortization of property, plant
         and equipment                                                       9,993          8,623          6,620
       Amortization of intangible assets                                    17,462         13,675          9,346
       Changes in operating assets and liabilities, net of
         acquired businesses:
           Accounts receivable                                              10,412        (13,863)       (10,621)
           Inventories                                                       7,418         (4,357)         3,778
           Accounts payable and accrued liabilities                          5,790         14,001         (7,557)
           Income taxes payable                                              1,725            786          4,112
           Long-term financing                                              (8,451)             -              -
           Other, net                                                        2,254           (504)          (198)
                                                                       -----------    ------------   -----------
              Net cash provided by operating activities                    102,442         67,639         52,826
                                                                       -----------    -----------    -----------

Cash flows from investing activities:
   Acquisitions of businesses, net of cash acquired                       (170,180)      (161,546)       (36,343)
   Capital expenditures                                                     (7,455)       (15,150)        (5,148)
   Other, net                                                                  906         (1,531)           167
                                                                       -----------    ------------   -----------
              Net cash used in investing activities                       (176,729)      (178,227)       (41,324)
                                                                       -----------    -----------    -----------

Cash flows from financing activities:
   Proceeds from notes payable and long-term debt                          146,125        321,941         45,926
   Principal payments on notes payable and long-term debt                  (62,815)      (208,012)       (41,867)
   Cash dividends to stockholders                                           (9,232)        (8,537)        (7,870)
   Treasury stock sales (purchases)                                            257            271         (5,550)
   Proceeds from stock option exercises, net                                 4,531          3,952          3,942
   Other, net                                                                    -              -         (1,667)
                                                                       -----------    -----------    -----------
              Net cash provided by (used in) financing activities           78,866        109,615         (7,086)
                                                                       -----------    -----------    ------------

Effect of exchange rate changes on cash                                        239         (1,145)          (276)
                                                                       -----------    ------------   -----------

Net increase (decrease) in cash and cash equivalents                         4,818         (2,118)         4,140
Cash and cash equivalents, beginning of year                                11,372         13,490          9,350
                                                                       -----------    -----------    -----------

Cash and cash equivalents, end of year                                 $    16,190    $    11,372    $    13,490
                                                                       ===========    ===========    ===========

Supplemental disclosures:
   Cash paid for:
     Interest                                                          $    16,102    $     9,018    $     7,471
                                                                       ===========    ===========    ===========
     Income taxes, net of refunds received                             $    28,875    $    25,867    $    20,826
                                                                       ===========    ===========    ===========
     Noncash investing activities:
       Net assets of businesses acquired:
         Fair value of assets, including goodwill                      $   184,158    $   177,230    $    42,770
         Liabilities assumed                                               (13,978)       (15,684)        (6,427)
                                                                       -----------    -----------    -----------
           Cash paid, net of cash acquired                             $   170,180    $   161,546    $    36,343
                                                                       ===========    ===========    ===========

          See accompanying notes to consolidated financial statements.

                                       F-6

                     ROPER INDUSTRIES, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        October 31, 2001, 2000 and 1999

(1)    Summary of Accounting Policies
       ------------------------------

       Basis of Presentation - These financial statements present consolidated
       ---------------------
       information for Roper Industries, Inc. and its subsidiaries ("Roper").
       All significant intercompany accounts and transactions have been
       eliminated.

       Nature of the Business - Roper designs, manufactures and distributes
       ----------------------
       specialty industrial controls, fluid handling and analytical
       instrumentation products worldwide, serving selected segments of a broad
       range of industrial markets.

       Accounts Receivable - Accounts receivable were stated net of an allowance
       -------------------
       for doubtful accounts of $4,344,000 and $4,294,000 at October 31, 2001
       and 2000, respectively. Outstanding accounts receivable balances are
       reviewed periodically, and allowances are provided at such time that
       management believes reasonable doubt exists that such balances will be
       collected within a reasonable period of time.

       Cash and Cash Equivalents - Roper considers highly liquid financial
       -------------------------
       instruments with remaining maturities at acquisition of three months or
       less to be cash equivalents. At October 31, 2001 and 2000, Roper had no
       cash equivalents.

       Earnings per Share - Basic earnings per share were calculated using net
       ------------------
       earnings and the weighted average number of shares of common stock
       outstanding during the respective period. Diluted earnings per share were
       calculated using net earnings and the weighted average number of shares
       of common stock and dilutive common stock equivalents outstanding during
       the respective period. Common stock equivalents consisted of stock
       options, and the effects of common stock equivalents were determined
       using the treasury stock method.

       For the years ended October 31, 2001, 2000 and 1999, there were 107,000,
       9,000 and zero stock options outstanding at October 31, 2001, 2000 and
       1999, respectively, that were not included in the determination of
       diluted earnings per share because doing so would have been antidilutive.

       Estimates - The preparation of financial statements in conformity with
       ---------
       accounting principles generally accepted in the United States requires
       management to make estimates and assumptions that affect the reported
       amounts of assets and liabilities and the disclosure of contingent assets
       and liabilities. Actual results could differ from those estimates.

       Fair Value of Financial Instruments - Roper's long-term debt at October
       -----------------------------------
       31, 2001 included $125 million of fixed-rate term notes. Roper has
       determined that current comparable interest rates at October 31, 2001
       were lower than the stated rates of the term notes by approximately 1 1/2
       - 2 percentage points. A discounted cash flow analysis of anticipated
       cash flows using October 31, 2001 interest rates indicated that the fair
       values of the term notes were greater than the face amounts of the term
       notes by $11.7 million at October 31, 2001. This liability is not
       reflected in Roper's basic financial statements. At October 31, 2000,
       Roper had a similar unrecorded asset of $2.4 million. The change compared
       to October 31, 2000 was caused primarily from lower interest rates at
       October 31, 2001 compared to October 31, 2000.

       Most of Roper's other borrowings at October 31, 2001 were at various
       interest rates that adjust relatively frequently under its $275 million
       credit facility. The fair value for each of these borrowings at October
       31, 2001 was estimated to be the face value of these borrowings.

       In May 2000, Roper entered into a 3-year interest rate swap agreement for
       a notional amount of $25 million. Under this agreement, Roper received a
       fixed interest rate of 7.68% and paid a variable rate of 3-month LIBOR
       plus a margin. In November 2000, Roper entered into another agreement
       that effectively terminated this swap agreement for an insignificant
       gain.

       In February 1998 and April 1998, Roper entered into five-year interest
       rate swap agreements for notional amounts of $50 million and $25 million,
       respectively. In both agreements, Roper paid a fixed interest rate,

                                       F-7

                    ROPER INDUSTRIES, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        October 31, 2001, 2000 and 1999

     and the other party paid a variable interest rate. In May 2000, Roper
     effectively terminated these agreements and received $1.8 million. This
     gain is being amortized over the original term of the agreements.

     The fair values for all of Roper's other financial instruments at October
     31, 2001 approximated their carrying values.

     Foreign Currency Translation - Assets and liabilities of subsidiaries whose
     ----------------------------
     functional currency was not the U.S. dollar were translated at the exchange
     rate in effect at the balance sheet date, and revenues and expenses were
     translated at average exchange rates for the period in which those entities
     were included in Roper's financial results. Translation adjustments are
     reflected as a component of other comprehensive earnings.

     Impairment of Long-Lived Assets - Roper periodically reviews its long-lived
     -------------------------------
     assets (mostly property, plant and equipment, identified intangible assets
     and goodwill) for events or changes in circumstances that may indicate that
     the carrying amount of these assets has been impaired. Impairment,
     especially with respect to goodwill, is evaluated by comparing the
     estimated undiscounted future cash flows of the related business to the
     carrying amount of the goodwill. Roper's review did not warrant recognition
     of any impairment during any of the three years ended October 31, 2001.

     Income Taxes - Roper is a U.S.-based multinational company and the
     ------------
     calculation of its worldwide provision for income taxes requires analysis
     of many factors, including income tax structures that vary from country to
     country and the United States' treatment of non-U.S. earnings. United
     States income taxes, net of foreign taxes, have been provided on the
     undistributed earnings of non-U.S. subsidiaries, except in those instances
     where such earnings are currently expected to be permanently reinvested. If
     such permanently reinvested earnings were to be distributed or otherwise
     subject to U.S. income taxes, foreign tax credits would reduce the amount
     of income taxes otherwise due in the United States. Determination of the
     amount of unrecognized deferred income taxes related to these permanently
     reinvested earnings is not practical.

     Certain assets and liabilities have different bases for financial reporting
     and income tax purposes. Deferred income taxes have been provided for these
     differences.

     Intangible Assets - Intangible assets consisted principally of goodwill,
     -----------------
     which is amortized on a straight-line basis over periods ranging from 5 to
     40 years for acquisitions completed prior to June 30, 2001. Goodwill
     associated with subsequent acquisitions is not subject to amortization. The
     accumulated amortization for intangible assets was $63.1 million and $45.5
     million at October 31, 2001 and 2000, respectively. Roper accounts for
     goodwill in a purchase business combination as the excess of the cost over
     the fair value of net assets acquired. Identified intangible assets, other
     than goodwill, acquired through a business acquisition completed subsequent
     to June 30, 2001 may also not be subject to amortization. Other intangible
     assets not arising from acquisitions are recorded at cost and amortized
     over their expected useful lives.

     Inventories - Inventories are valued at the lower of cost or market. Cost
     -----------
     is determined using either the first-in, first-out method or the last-in,
     first-out method ("LIFO"). Inventories valued at LIFO cost comprised 10%
     and 11% of consolidated inventories at October 31, 2001 and 2000,
     respectively.

     Any LIFO decrements recorded during any of the three years ended October
     31, 2001 were immaterial to Roper's consolidated financial statements for
     that year.

     Other Comprehensive Earnings - Comprehensive earnings includes net earnings
     ----------------------------
     and all other non-owner sources of changes in a company's net assets. The
     differences between net earnings and comprehensive earnings for Roper
     during fiscal 2001, 2000 and 1999 were currency translation adjustments.
     Income taxes have not been provided on currency translation adjustments.

                                       F-8

                    ROPER INDUSTRIES, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        October 31, 2001, 2000 and 1999

     Property, Plant and Equipment and Depreciation and Amortization - Property,
     ---------------------------------------------------------------
     plant and equipment is stated at cost less accumulated depreciation and
     amortization. Depreciation and amortization are provided for using
     principally the straight-line method over the estimated useful lives of the
     assets as follows:

          Buildings                                              20-30 years
          Machinery                                               8-12 years
          Other equipment                                          3-5 years

     Recently Released Accounting Pronouncements - The Financial Accounting
     -------------------------------------------
     Standards Board ("FASB") issued Statement of Financial Accounting Standards
     ("SFAS") 141 - "Business Combinations" that applies to all business
     combinations completed subsequent to June 30, 2001. SFAS 141 requires use
     of the purchase method for accounting for a business combination. Other
     provisions of SFAS 141 must be adopted concurrently with the adoption of
     SFAS 142. Roper does not expect the full adoption of SFAS 141 to
     significantly affect its accounting for any business combinations completed
     prior to June 30, 2001.

     The FASB issued SFAS 142 - "Goodwill and Other Intangible Assets" that
     Roper intends to adopt effective November 1, 2001 (otherwise, adoption
     would be required on November 1, 2002). Once adopted, this standard
     provides that goodwill will no longer be subject to amortization. Instead,
     goodwill will be subjected to a periodic analysis to evaluate possible
     impairment. Any such impairment would be recognized as an expense
     immediately.

     The FASB issued SFAS 143 - "Accounting for Asset Retirement Obligations"
     that Roper is required to adopt by November 1, 2002. Roper does not
     currently have, nor is it expected to have, any material asset retirement
     obligations subject to this new standard.

     The FASB issued SFAS 144 - "Accounting for the Impairment or Disposal of
     Long-Lived Assets" that Roper is required to adopt by November 1, 2002.
     This new standard does not apply to goodwill. Roper does not expect the
     adoption of this standard to result in an impairment charge.

     Research and Development - Research and development costs include salaries
     ------------------------
     and benefits, rents, supplies, and other costs related to various products
     under development. Research and development costs are expensed in the
     period incurred and totaled $26.3 million, $22.6 million and $16.7 million
     for the years ended October 31, 2001, 2000 and 1999, respectively.

     Revenue Recognition - Revenue is generally recognized as products are
     -------------------
     shipped or services are rendered. Some sales contracts contain customer
     acceptance provisions. When the customer's specifications are known and
     Roper can demonstrate compliance with these requirements, it recognizes
     revenue upon delivery of the product, which may precede formal acceptance
     by the customer. In isolated cases whereby relevant criteria have been
     satisfied, Roper may recognize revenue even though delivery has not
     occurred. Revenues under certain relatively long-term and relatively
     large-value construction projects are recognized under the
     percentage-of-completion method using the ratio of costs incurred to total
     estimated costs as the measure of performance. Estimated losses on any
     projects are recognized as soon as such losses become known.

     Stock Options - Roper accounts for stock-based compensation under the
     -------------
     provisions of Accounting Principles Board Opinion 25 - "Accounting for
     Stock Issued to Employees." Stock-based compensation is measured at its
     fair value at the grant date in accordance with an option-pricing model.
     SFAS 123 - "Accounting for Stock-Based Compensation," provides that the
     related expense may be recorded in the basic financial statements or the
     pro forma effect on earnings may be disclosed in the financial statements.
     Roper provides the pro forma disclosures.

     Non-employee directors of Roper are eligible to receive stock options for
     its common stock. These stock options are accounted for the same as stock
     options granted to employees. Roper has never issued stock options other
     than those issued to employees or its non-employee directors.

                                       F-9

                    ROPER INDUSTRIES, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        October 31, 2001, 2000 and 1999

(2)  Business Acquisitions
     ---------------------

     Roper has acquired various businesses as part of its on-going acquisition
     program. The acquisition program pursues opportunities within Roper's
     existing business segments that Roper management believes will enhance the
     value of Roper common stock to its shareholders.

     Over the past three years, Roper completed three business acquisitions in
     fiscal 2001, nine during fiscal 2000 and one in fiscal 1999. The purchase
     price for each of these acquisitions was negotiated with unaffiliated third
     parties, Roper acquired 100% of the ownership interests of the acquired
     business, and each of these acquisitions was accounted for using the
     purchase method of accounting. The assets and liabilities of the acquired
     businesses were recorded at their estimated fair values, and the results of
     operations were included in Roper's results of operations beginning from
     the date acquired. Some allocations of fair value associated with recent
     acquisitions included estimates and were preliminary as of October 31,
     2001. Subsequent to October 31, 2001, Roper and the sellers of the Struers
     and Logitech businesses agreed on a purchase price adjustment related to
     the level of working capital on hand at the closing date requiring Roper to
     pay an additional DKK 55.7 million (approximately $7 million). This amount
     is not reflected in the table that follows and will be reported as an
     acquisition cost during fiscal 2002. It is customary that Roper and sellers
     of businesses acquired by Roper have unresolved issues regarding the final
     determination of the purchase price at the closing date of an acquisition.

     Acquisition costs include amounts paid to sellers, amounts incurred for due
     diligence and other direct external costs associated with the acquisition.
     Acquisitions whose costs were greater than 5% of Roper's total assets at
     the beginning of the fiscal year during which the acquisition occurred are
     listed in the table that follows (acquisition costs in thousands). All
     acquisitions listed in the following table were paid for with cash.

                                              Date         Acquisition                                       Goodwill
                                            acquired          costs               Business segment            period
                                           -----------     -----------     ----------------------------     ---------
                                                                                                
     Struers and Logitech                  Sept. 2001       $143,268       Analytical Instrumentation             NA
     Hansen Technologies                   Sept. 2000         36,395       Industrial Controls              25 years
     Antek Instruments                      Aug. 2000         22,017       Analytical Instrumentation       30 years
     Abel Pump                              May  2000         22,948       Fluid Handling                   30 years
     MASD                                   Nov. 1999         49,332       Analytical Instrumentation       25 years
     Petroleum Analyzer                     June 1999         36,439       Analytical Instrumentation       25 years

     Struers develops, manufactures and markets materials analysis preparation
     equipment and consumables used in quality inspection, failure analysis and
     research of solid materials. Logitech develops, manufactures and markets
     high-precision material-shaping equipment used primarily in the production
     of advanced materials for the semiconductor and opto-electronics markets.
     Struers is headquartered near Copenhagen, Denmark and Logitech is
     headquartered near Glasgow, Scotland. Both companies also share sales and
     service locations in the U.S., France, Germany and Japan.

                                      F-10

                    ROPER INDUSTRIES, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        October 31, 2001, 2000 and 1999

     The following information summarizes the allocation of fair values assigned
     to the assets and liabilities of Struers and Logitech at the acquisition
     date (in thousands).

     Current assets, excluding cash                              $  30,482
     Property and equipment                                          3,839
     Intangible assets, including goodwill                         120,062
     Other noncurrent assets                                           840
     Current liabilities                                           (10,953)
     Noncurrent liabilities                                         (1,002)
                                                                 ---------

         Total acqusition costs, excluding cash acquired         $ 143,268
                                                                 =========

     None of the goodwill allocated to Struers and Logitech ($99.4 million) is
     expected to be deductible for income tax purposes. Other intangible assets,
     subject to amortization, included its existing customer base ($13.5 million
     amortized over 10 years), unpatented technology ($1.6 million amortized
     over 10 years) and sales order backlog ($0.4 million amortized over 4
     months). Other intangible assets, not subject to amortization, were trade
     names ($5.2 million).

     Hansen Technologies distributes manufactured and outsourced shut-off and
     control valves, auto-purgers and hermetic pumps for the commercial
     refrigeration industry. Hansen Technologies' principal facility is located
     near Chicago, Illinois.

     Antek Instruments manufactures and supplies spectrometers primarily used to
     detect sulfur, nitrogen and other chemical compounds in petroleum, food and
     beverage processing and other industries. Antek Instruments' principal
     facilities are located in Houston and near Austin, Texas.

     Abel Pump manufactures and supplies specialty positive displacement pumps
     for a variety of industrial applications, primarily involving abrasive or
     corrosive fluids or those with high solids content. Abel Pump's principal
     facility is located near Hamburg, Germany.

     MASD designs, manufactures and markets high-speed digital cameras used in
     automotive, industrial, military and research markets. MASD also
     manufactures and markets high-resolution digital cameras for the machine
     vision and image conversion markets. MASD's principal facility is located
     in San Diego, California. This business was subsequently merged with a
     complementary business and currently operates as Redlake MASD.

     Petroleum Analyzer manufactures, markets and distributes instrumentation
     products for petroleum analysis in the laboratory and process markets. The
     acquired business has principal facilities in San Antonio, Texas and near
     Frankfurt, Germany. This business was merged into a pre-existing
     complementary business.

     Using applicable rules, the following unaudited pro forma summary presents
     Roper's consolidated results of operations as if the Struers and Logitech
     and total acquisitions during fiscal 2001 and 2000 had occurred at the
     beginning of fiscal 1999 (in thousands, except per share data). Goodwill
     associated with acquisitions completed subsequent to June 30, 2001 has not
     been amortized for purposes of this pro forma presentation to be consistent
     with current practice. Also, actual results may have been different had the
     acquisitions occurred at an earlier date and this pro forma information
     provides no assurance as to future results.

                                      F-11

                    ROPER INDUSTRIES, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        October 31, 2001, 2000 and 1999

                                                                              Year ended October 31,
                                                       -------------------------------------------------------------------
                                                                   2001                                  2000
                                                      -------------------------------    ---------------------------------
                                                       Struers and                          Struers and
                                                        Logitech             Total            Logitech             Total
                                                      ------------       ------------       ------------       -----------
                                                                                                   
          Net sales                                   $    653,753       $    662,515       $    578,276       $   646,193
                                                      ============       ============       ============       ===========
          Net earnings                                $     60,952       $     61,681       $     50,980       $    51,982
                                                      ============       ============       ============       ===========
          Net earnings per share:
            Basic                                     $       1.98       $       2.01       $       1.67       $      1.71
                                                      ============       ============       ============       ===========
            Diluted                                   $       1.94       $       1.96       $       1.63       $      1.67
                                                      ============       ============       ============       ===========

(3)  Inventories
     -----------

     The components of inventories at October 31 were as follows (in thousands):

                                                                                     2001                    2000
                                                                                   --------                --------
                                                                                                     
          Raw materials and supplies                                               $ 47,339                $ 44,493
          Work in process                                                            13,047                  16,704
          Finished products                                                          31,284                  24,187
          LIFO reserve                                                               (1,323)                 (1,757)
                                                                                   --------                --------
                                                                                   $ 90,347                $ 83,627
                                                                                   ========                ========

(4)  Property, Plant and Equipment
     -----------------------------

     The components of property, plant and equipment at October 31 were as
     follows (in thousands):

                                                                                      2001                   2000
                                                                                   ---------              ---------
                                                                                                    
          Land                                                                     $   2,944              $   2,277
          Buildings                                                                   24,996                 21,263
          Machinery, tooling and other equipment                                      83,541                 78,289
                                                                                   ---------              ---------
                                                                                     111,481                101,829
          Accumulated depreciation and amortization                                  (59,594)               (52,922)
                                                                                   ---------              ---------
                                                                                   $  51,887              $  48,907
                                                                                   =========              =========

(5)    Accrued Liabilities
       -------------------

       Accrued liabilities at October 31 were as follows (in thousands):

                                                                                      2001                   2000
                                                                                   ---------              ---------
                                                                                                    
          Wages and other compensation                                             $  27,152              $  17,929
          Commissions                                                                  8,376                  6,889
          Interest                                                                     5,704                  6,074
          Other                                                                       19,788                 17,407
                                                                                   ---------              ---------
                                                                                   $  61,020              $  48,299
                                                                                   =========              =========

                                      F-12

                    ROPER INDUSTRIES, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        October 31, 2001, 2000 and 1999

(6)    Income Taxes
       ------------

       Earnings before income taxes for the years ended October 31 consisted of
       the following components (in thousands):

                                                                          2001            2000           1999
                                                                       -----------    -----------    -----------
                                                                                            
              United States                                            $    64,879    $    61,074    $    59,972
              Other                                                         21,560         14,857         12,312
                                                                       -----------    -----------    -----------
                                                                       $    86,439    $    75,931    $    72,284
                                                                       ===========    ===========    ===========

       Components of income tax expense for the years ended October 31 were as
       follows (in thousands):

                                                                          2001            2000           1999
                                                                       -----------    -----------    -----------
                                                                                             
              Current:
                 Federal                                               $    21,709    $    19,587    $    16,317
                 State                                                       1,189            945          1,102
                 Foreign                                                     6,909          5,559          5,449
              Deferred expense (benefit)                                       793            562          2,070
                                                                       -----------    -----------    -----------
                                                                       $    30,600    $    26,653    $    24,938
                                                                       ===========    ===========    ===========

       Reconciliations between the federal statutory income tax rate and the
       effective income tax rate for the years ended October 31 were as follows:

                                                                          2001            2000           1999
                                                                       -----------    -----------    -----------
                                                                                            
              Federal statutory rate                                          35.0%          35.0%          35.0%
              Exempt income of Foreign Sales Corporation                      (4.3)          (3.7)          (3.7)
              Goodwill amortization                                            2.6            2.3            2.3
              Other, net                                                       2.1            1.5            0.9
                                                                       -----------    -----------    -----------
                                                                              35.4%          35.1%          34.5%
                                                                       ===========    ===========    ===========

       Components of deferred tax assets and liabilities at October 31 were as
       follows (in thousands):

                                                                                          2001           2000
                                                                                      -----------    -----------
                                                                                               
              Deferred tax assets:
                Reserves and accrued expenses                                         $     7,735    $     4,964
                Inventories                                                                 3,617          1,315
                Postretirement medical benefits                                               631            545
                Foreign taxes                                                                 575              -
                Research and development                                                        -            800
                                                                                      -----------    -----------
                  Total deferred tax assets                                                12,558          7,624
                                                                                      -----------    -----------
              Deferred tax liabilities:
                Amortizable intangible assets                                               2,629            365
                Plant and equipment                                                         1,599          1,738
                Former IC-DISC recapture                                                      577            724
                                                                                      -----------    -----------
                  Total deferred tax liabilities                                            4,805          2,827
                                                                                      -----------    -----------
                  Net deferred tax asset                                              $     7,753    $     4,797
                                                                                      ===========    ===========

       Roper has not recognized a valuation allowance since management has
       determined that it is more likely than not that the results of future
       operations will generate sufficient taxable income to realize all
       deferred tax assets.

                                      F-13

                    ROPER INDUSTRIES, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                         October 31, 2001, 2000 and 1999

(7)    Long-Term Debt
       ---------------

       Total debt at October 31 consisted of the following (table amounts in
thousands):

                                                                           2001           2000
                                                                     -----------    -----------
                                                                              
            $275 million credit facility                             $   178,114    $   107,581
            7.58% Senior Guaranteed Secured Notes                         40,000         40,000
            7.68% Senior Guaranteed Secured Notes                         85,000         85,000
            Supplier financing agreement                                  20,307              -
            Other                                                          3,419          8,728
                                                                     -----------    -----------
               Total debt                                                326,840        241,309
            Less current portion                                           3,010          6,706
                                                                     -----------    -----------
               Long-term debt                                        $   323,830    $   234,603
                                                                     ===========    ===========

       In May 2000, Roper entered into two new credit agreements and
       simultaneously canceled its then-existing $200 million U.S. revolving
       credit facility and its $30 million German revolving credit facility.

       One of the new agreements was with a group of banks and provided for a
       $275 million credit facility consisting primarily of revolving loans,
       swing line loans and letters of credit. Interest on outstanding
       borrowings is influenced by the type and currency of the borrowings.
       Interest on outstanding borrowings under this facility is a base rate
       plus a margin. The margin is influenced by certain financial ratios of
       Roper and can range from 0.625% to 1.125%. This facility also provides
       that Roper will maintain certain financial ratios addressing, among other
       things, coverage of fixed charges, total debt under other agreements,
       consolidated net worth and capital expenditures. Other costs and
       provisions of this facility are believed to be customary. Repayment of
       Roper's obligations under this facility is guaranteed by its domestic
       subsidiaries and the pledge of some of the stock of some of Roper's
       foreign subsidiaries. This agreement matures on May 18, 2005.

       At October 31, 2001, utilization of the $275 million facility included
       $86.5 million of U.S. denominated borrowings, $91.6 million of borrowings
       denominated in euros and $2.9 million of outstanding letters of credit.
       The weighted average interest rate on outstanding borrowings at October
       31, 2001 under this facility was 4.2%.

       The other new May 2000 agreement was with a group of insurance companies
       that provided for $40 million of term notes due May 18, 2007 and $85
       million of term notes due May 18, 2010. The guarantees, pledges and
       financial covenants associated with this agreement were similar, but
       slightly less restrictive, than those in the $275 million credit
       facility.

       In September 2001, Roper entered into an unsecured financing agreement
       with a non-U.S. bank to facilitate Roper's supply agreement with RAO
       Gezprom, a large Russian natural gas company. This agreement matures
       during 2003 and bears interest that approximates a market rate.

       Future maturities of long-term debt during each of the next five years
       ending October 31 and thereafter were as follows (in thousands):

               2002                                        $     3,010
               2003                                             20,517
               2004                                                109
               2005                                            178,204
               2006                                                  -
               Thereafter                                      125,000
                                                           -----------
                                                           $   326,840
                                                           ===========
                                      F-14

                    ROPER INDUSTRIES, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        October 31, 2001, 2000 and 1999

(8)    Retirement and Other Benefit Plans
       ----------------------------------

       Roper maintains two defined contribution retirement plans under the
       provisions of Section 401(k) of the Internal Revenue Code covering
       substantially all domestic employees not subject to collective bargaining
       agreements. Roper partially matches employee contributions. Its costs
       related to these two plans were $4,126,000, $3,956,000 and $3,269,000 in
       fiscal 2001, 2000 and 1999, respectively.

       Roper also maintains various defined benefit retirement plans covering
       employees of non-U.S. subsidiaries and a plan that supplements certain
       employees for the contribution ceiling applicable to the Section 401(k)
       plans. The costs and accumulated benefit obligations associated with each
       of these plans were not material.

       Pursuant to the fiscal 1999 Petroleum Analyzer acquisition, Roper agreed
       to assume a defined benefit pension plan covering certain U.S. employees
       subject to a collective bargaining agreement. Upon obtaining necessary
       regulatory approvals, Roper intends to terminate this plan. Total plan
       assets at October 31, 2001 were not material and the anticipated costs
       associated with terminating this plan were not expected to be material.

       In November 1999, Roper's Board of Directors (the "Board") approved an
       employee stock purchase plan covering eligible employees whereby they may
       designate up to 10% of eligible earnings to purchase Roper's common stock
       at a 10% discount to the average closing price of its common stock at the
       beginning and end of a quarterly period. The common stock sold to the
       employees may be either treasury stock, stock purchased on the open
       market, or newly issued shares authorized by the Board on a periodic
       basis. During the years ended October 31, 2001 and 2000, participants of
       the employee stock purchase plan purchased 8,000 and 9,000 shares,
       respectively, of Roper's common stock for total consideration of $257,000
       and $271,000, respectively. All of these shares were purchased from
       Roper's treasury shares.

(9)    Common Stock Transactions
       -------------------------

       Roper's restated Certificate of Incorporation provides that each
       outstanding share of Roper's common stock entitles the holder thereof to
       five votes per share, except that holders of outstanding shares with
       respect to which there has been a change in beneficial ownership during
       the four years immediately preceding the applicable record date will be
       entitled to one vote per share.

       Roper has a Shareholder Rights Plan whereby one Preferred Stock Purchase
       Right (a "Right") accompanies each outstanding share of common stock.
       Such Rights only become exercisable, or transferable apart from the
       common stock, ten business days after a person or group acquires various
       specified levels of beneficial ownership, with or without the Board's
       consent. Each Right may be exercised to acquire one one-thousandth of a
       newly issued share of Roper's Series A Preferred Stock, at an exercise
       price of $170, subject to adjustment. Alternatively, upon the occurrence
       of certain specified events, the Rights allow holders to purchase Roper's
       common stock having a market value at such time of twice the Right's
       exercise price. The Rights may be redeemed by Roper at a redemption price
       of $0.01 per Right at any time until the tenth business day following
       public announcement that a 20% position has been acquired or ten business
       days after commencement of a tender or exchange offer. The Rights expire
       on January 8, 2006.

       Roper periodically enters into agreements with the management of
       newly-acquired companies for the issuance of Roper's common stock based
       on the achievement of specified goals. A similar agreement was made with
       a corporate executive. At October 31, 2001, 20,000 shares of common stock
       were reserved for future issuance under such agreements.

                                      F-15

                    ROPER INDUSTRIES, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        October 31, 2001, 2000 and 1999

(10)   Stock Options
       -------------

       Roper has two stock incentive plans (the "1991 Plan" and the "2000 Plan")
       which authorize the issuance of up to 4,500,000 shares of common stock to
       certain directors, key employees, and consultants of Roper as incentive
       and/or nonqualified stock options, stock appreciation rights or
       equivalent instruments. Stock options under both plans may be granted at
       prices not less than 100% of market value of the underlying stock at the
       date of grant. All stock options granted under these plans generally vest
       annually and ratably over a five-year period from the date of the grant.
       Stock options expire ten years from the date of grant. The 1991 Plan
       provided that options must be granted by December 17, 2001. The 2000 Plan
       has no expiration date.

       Roper also has a stock option plan for non-employee directors (the
       "Non-employee Director Plan"). The Non-employee Director Plan provides
       for each non-employee director appointed or elected to the Board initial
       options to purchase 4,000 shares of Roper's common stock and thereafter
       options to purchase an additional 4,000 shares each year under terms and
       conditions similar to the above-mentioned stock option plans, except that
       following their grant, all options become fully vested at the time of the
       Annual Meeting of Shareholders following the grant date and are
       exercisable ratably over five years following the date of grant.

       A summary of stock option transactions under these plans and information
       about stock options outstanding at October 31, 2001 are shown below:

                                                            Outstanding options           Exercisable options
                                                       ---------------------------    --------------------------
                                                                         Average                       Average
                                                                         exercise                      exercise
                                                          Number          price          Number          price
                                                       ----------      -----------    -----------    -----------
                                                                                         
              October 31, 1998                           2,087,000     $    17.24       1,109,000    $     13.08

                Granted                                    350,000          18.71
                Exercised                                 (251,000)         13.66
                Canceled                                   (69,000)         22.22
                                                       -----------

              October 31, 1999                           2,117,000          17.67       1,226,000          14.67

                Granted                                    365,000          33.18
                Exercised                                 (320,000)         13.68
                Canceled                                   (79,000)         25.76
                                                       -----------

              October 31, 2000                          2,083,000           20.69       1,199,000          16.45

                Granted                                    515,000          34.85
                Exercised                                 (292,000)         18.34
                Canceled                                   (75,000)         25.39
                                                       -----------

              October 31, 2001                           2,231,000     $    24.11       1,171,000    $     17.91
                                                       ===========

                                      F-16

                    ROPER INDUSTRIES, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        October 31, 2001, 2000 and 1999

                                                       Outstanding options                 Exercisable options
                                            ----------------------------------------    ------------------------
                                                             Average       Average                       Average
                                                            exercise      remaining                     exercise
              Exercise price                    Number        price       life (yrs)       Number         price
             ----------------                -----------    ---------    -----------    -----------     --------
                                                                                         
              $  3.75-  10.00                   165,000     $   6.75          1.1           165,000     $   6.75
                10.01-  15.00                   165,000        11.81          3.0           165,000        11.81
                15.01-  20.00                   606,000        17.39          4.4           461,000        17.25
                20.01-  25.00                   220,000        22.74          5.1           186,000        22.75
                25.01-  30.00                   232,000        27.35          6.1           121,000        27.45
                30.01-  35.00                   653,000        32.82          8.5            69,000        33.00
                35.01-  41.82                   190,000        39.09          9.5             4,000        35.84
                                            -----------     --------     --------         ---------     --------

              $  3.75-  41.82                 2,231,000     $  24.11          5.9         1,171,000     $  17.91
                                            ===========     ========     ========         =========     ========

       For pro forma disclosure purposes, the following fair values and the
       primary assumptions used to determine these fair values were used. All
       stock options granted during each of the years ended October 31, 2001,
       2000 and 1999 were at exercise prices equal to the market price of
       Roper's common stock when granted. Fair values were determined using the
       Black-Scholes model.

                                                                          2001            2000           1999
                                                                       -----------    -----------    -----------
                                                                                            
                  Weighted average fair value per share ($)               16.86           15.37           8.95
                  Risk-free interest rate (%)                          5.00 - 6.00         6.75           5.75
                  Average expected option life (years)                     7.00            7.00           7.00
                  Expected volatility (%)                                 31 - 45         35 - 49        35 - 41
                  Expected dividend yield (%)                              0.75            1.00           0.75

       Had Roper recognized compensation expense during fiscal 2001, 2000 and
       1999 for the fair value of stock options granted in accordance with the
       provisions of SFAS 123, pro forma earnings and pro forma earnings per
       share would have been as presented below.

                                                                          2001            2000           1999
                                                                       -----------    -----------    -----------
                                                                                            
                  Net earnings, as reported (in thousands)             $    55,839    $    49,278    $    47,346
                  Net earnings, pro forma (in thousands)                    50,859         45,385         44,177
                  Net earnings per share, as reported:
                    Basic                                                     1.82           1.62           1.56
                    Diluted                                                   1.77           1.58           1.53
                  Net earnings per share, pro forma:
                    Basic                                                     1.65           1.49           1.46
                    Diluted                                                   1.61           1.46           1.43

       The disclosed pro forma effects on earnings do not include the effects of
       stock options granted prior to fiscal 1996 (affecting fiscal 2000 and
       fiscal 1999) since the provisions of SFAS 123 are not applicable to stock
       options for this purpose. The pro forma effects of applying SFAS 123 to
       fiscal 2001, 2000 and 1999 may not be representative of the pro forma
       effects in future years. Based on the vesting schedule of Roper's stock
       option grants, the pro forma effects on earnings are most pronounced in
       the early years following each grant. The timing and magnitude of any
       future grants is at the discretion of Roper's Board and cannot be
       assured.

                                       F-17

                    ROPER INDUSTRIES, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        October 31, 2001,2000, and 1999

(11) Contingencies
     -------------

     Roper, in the ordinary course of business, is the subject of, or a party
     to, various pending or threatened legal actions, including those pertaining
     to product liability and employment practices. It is vigorously contesting
     all lawsuits that, in general, are based upon claims of the kind that have
     been customary over the past several years. Based upon Roper's past
     experience with resolution of its product liability and employment
     practices claims and the limits of the primary, excess, and umbrella
     liability insurance coverages that are available with respect to pending
     claims, management believes that adequate provision has been made to cover
     any potential liability not covered by insurance, and that the ultimate
     liability, if any, arising from these actions should not have a material
     adverse effect on the consolidated financial position or results of
     operations of Roper. Included in other noncurrent assets at October 31,
     2001 are estimated insurable settlements receivable from insurance
     companies of $1.7 million.

     Roper's future minimum lease commitments total $37.1 million at October 31,
     2001. These commitments include $9.5 million in fiscal 2002, $6.7 million
     in fiscal 2003, $4.8 million in fiscal 2004, $3.2 million in fiscal 2005
     and $2.6 million in fiscal 2006.

(12) Segment and Geographic Area Information
     ---------------------------------------

     Roper's operations are grouped into three business segments based on
     similarities between products and services: Industrial Controls, Fluid
     Handling and Analytical Instrumentation. The Industrial Controls segment's
     products include industrial valve, control and measurement products;
     microprocessor-based rotating machinery control systems, panels and
     associated technical services; and vibration monitoring instruments.
     Products included within the Fluid Handling segment are rotary gear,
     progressing cavity, membrane, positive displacement, centrifugal and
     piston-type metering pumps; flow measurement and metering products; and
     precision integrated chemical dispensing systems. The Analytical
     Instrumentation segment's products include fluid properties test products,
     materials analysis products, industrial leak test products, digital imaging
     products, spectroscopy products and specimen preparation and handling
     equipment used in the operation of transmission electron and other
     microscopes. Roper's management structure and internal reporting are also
     aligned consistent with these three segments.

     There were no material transactions between Roper's business segments
     during any of the three years ended October 31, 2001. Sales between
     geographic areas are primarily of finished products and are accounted for
     at prices intended to represent third-party prices. Operating profit by
     business segment and by geographic area is defined as sales less operating
     costs and expenses. These costs and expenses do not include unallocated
     corporate administrative expenses. Items below income from operations on
     Roper's statement of earnings are not allocated to business segments.

     Assets were allocated to that segment or geographic area where the assets
     were primarily used. Corporate assets were principally comprised of cash,
     recoverable insurance claims, deferred compensation assets, unamortized
     deferred financing costs and property and equipment.

                                       F-18

                    ROPER INDUSTRIES, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        October 31, 2001,2000, and 1999

Selected financial information by business segment for the years ended October
31 follows (in thousands):

                                                 Industrial     Fluid       Analytical
                                                  Controls     Handling        Inst.      Corporate        Total
                                                 -----------  -----------  -----------  -------------   -----------
                                                                                         
2001

Net sales                                        $   196,738  $   125,399  $   264,369  $         -     $   586,506
Operating profit                                      37,836       27,123       43,157       (9,688)         98,428
Total assets:
  Operating assets                                    78,807       50,714      148,389            -         277,910
  Intangible assets, net                              74,085       65,887      311,924        1,121         453,017
  Other                                                5,135       (1,262)      15,111       12,211          31,195
                                                                                                        -----------
    Total                                                                                                   762,122
Capital expenditures                                   2,233        1,804        3,307          111           7,455
Goodwill amortization                                  4,347        2,616        8,745            -          15,708
Depreciation and other amortization                    2,663        3,248        5,467          369          11,747

2000

Net sales                                        $   159,262  $   121,387  $   223,164  $         -     $   503,813
Operating profit                                      28,460       29,600       36,509       (6,373)         88,196
Total assets:
  Operating assets                                    77,772       57,590      117,174            -         252,536
  Intangible assets, net                              70,965       66,884      184,065        1,281         323,195
  Other                                                3,695       (2,090)       7,312       12,254          21,171
                                                                                                        -----------
    Total                                                                                                   596,902
Capital expenditures                                   3,936        6,380        4,773           61          15,150
Goodwill amortization                                  2,672        2,209        7,969            -          12,850
Depreciation and other amortization                    2,423        2,712        4,019          294           9,448

1999

Net sales                                        $   160,090  $    98,298  $   148,868  $         -     $   407,256
Operating profit                                      29,973       27,386       27,713       (7,117)         77,955
Total assets:
  Operating assets                                    55,704       37,245       88,405            -         181,354
  Intangible assets, net                              44,314       41,055      129,612           39         215,020
  Other                                                3,411       (1,981)       6,408       15,951          23,789
                                                                                                        -----------
    Total                                                                                                   420,163
Capital expenditures                                   1,935        1,702        1,425           86           5,148
Goodwill amortization                                  2,021        1,595        5,338            -           8,954
Depreciation and other amortization                    2,377        1,879        2,457          299           7,012

                                      F-19

                    ROPER INDUSTRIES, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        October 31, 2001, 2000 and 1999

     Summarized data for Roper's U.S. and foreign operations (principally in
     Europe and Japan) for the years ended October 31 were as follows (in
     thousands):

                                                            Corporate
                                                           adjustments
                                      United               and elimi-
                                      States     Non-U.S.    nations     Total
                                     --------- ----------- -----------  --------
     2001

     Sales to unaffiliated customers $ 451,189 $   135,317 $         -  $586,506
     Sales between geographic areas     41,752       9,394     (51,146)        -
                                     --------- ----------- -----------  --------
         Net sales                   $ 492,941 $   144,711 $   (51,146) $586,506
                                     ========= =========== ===========  ========
     Long-lived assets               $ 367,537 $   154,230 $     7,302  $529,069
                                     ========= =========== ===========  ========

     2000

     Sales to unaffiliated customers $ 370,351 $   133,462 $         -  $503,813
     Sales between geographic areas     29,435       6,958     (36,393)        -
                                     --------- ----------- -----------  --------
         Net sales                   $ 399,786 $   140,420 $   (36,393) $503,813
                                     ========= =========== ===========  ========
     Long-lived assets               $ 327,311 $    49,251 $     6,385  $382,947
                                     ========= =========== ===========  ========

     1999

     Sales to unaffiliated customers $ 345,376 $    61,880 $         -  $407,256
     Sales between geographic areas     20,282       4,760     (25,042)        -
                                     --------- ----------- -----------  --------
         Net sales                   $ 365,658 $    66,640 $   (25,042) $407,256
                                     ========= =========== ===========  ========
     Long-lived assets               $ 229,898 $    27,795 $       651  $258,344
                                     ========= =========== ===========  ========

     Export sales from the United States during the years ended October 31,
     2001, 2000 and 1999 were $238 million, $195 million and $163 million,
     respectively. In the year ended October 31, 2001 these exports were
     shipped primarily to Europe, excluding Russia (33%), Russia (25%), Japan
     (14%), elsewhere in Asia and the Far East (11%), Latin America (7%) and
     other (10%).

                                      F-20

                    ROPER INDUSTRIES, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        October 31, 2001, 2000 and 1999

       Sales to customers outside the United States accounted for a significant
       portion of Roper's revenues. Sales are attributed to geographic areas
       based upon the location where the product is ultimately shipped. Foreign
       countries that accounted for at least 10% of Roper's net sales in any of
       the past three years have been individually identified in the following
       table (in thousands). Other countries have been grouped by region.

                                          Industrial  Fluid    Analytical
                                           Controls  Handling      Inst.    Total
                                          ---------- --------  ---------- --------
                                                              
       2001

       Europe, excluding Russia           $   34,233 $ 18,444  $   71,920 $124,597
       Japan                                     910    4,044      32,299   37,253
       Asia and Far East, excluding Japan      7,372    2,890      28,131   38,393
       Russia                                 58,389        -       1,389   59,778
       Latin America                           6,923    1,361      10,419   18,703
       Rest of the world                      11,222    6,993      10,364   28,579
                                          ---------- --------  ---------- --------
         Total                            $  119,049 $ 33,732  $  154,522 $307,303
                                          ========== ========  ========== ========

       2000

       Europe, excluding Russia           $   31,506 $ 10,811  $   56,187 $ 98,504
       Japan                                     822    7,767      27,783   36,372
       Asia and Far East, excluding Japan      8,304    2,686      19,204   30,194
       Russia                                 39,980        -         992   40,972
       Latin America                           8,436      881       9,085   18,402
       Rest of the world                      16,382    8,064      10,361   34,807
                                          ---------- --------  ---------- --------
         Total                            $  105,430 $ 30,209  $  123,612 $259,251
                                          ========== ========  ========== ========

       1999

       Europe, excluding Russia           $   26,219 $  5,009  $   39,586 $ 70,814
       Japan                                     298    1,617      22,621   24,536
       Asia and Far East, excluding Japan      9,044    1,663       7,122   17,829
       Russia                                 36,715       16         232   36,963
       Latin America                          16,959    2,875       4,974   24,808
       Rest of the world                      20,113    7,461       4,178   31,752
                                          ---------- --------  ---------- --------
         Total                            $  109,348 $ 18,641  $   78,713 $206,702
                                          ========== ========  ========== ========

(13)   Restructuring Activities
       ------------------------

       During the three months ended April 30, 2001, Roper recorded $2,559,000
       of expenses, reported as part of selling, general and administrative
       expenses, related to activities to close certain activities at its
       Petrotech unit and to consolidate certain other facilities. These
       expenses included approximately $950,000 of personnel costs and
       $1,100,000 of asset impairment. All significant restructuring activities
       were completed by October 31, 2001. The exited Petrotech activities
       represented 1% of Roper's total net sales during fiscal 2001 and 4% of
       net sales during fiscal 2000. The operating profit of these activities
       was immaterial to Roper during each of fiscal 2001 and fiscal 2000. The
       total workforce reduction pursuant to these restructuring activities was
       approximately 150 people, or about 6% of Roper's total workforce at that
       time.

                                       F-21

                     ROPER INDUSTRIES, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        October 31, 2001, 2000, and 1999

(14)  Quarterly Financial Data (unaudited)
      ------------------------------------

                                          First          Second          Third         Fourth
                                         quarter         quarter        quarter        quarter
                                       -----------     -----------    -----------    -----------
                                                 (in thousands, except per share data)
                                                                         
2001

Net sales                              $   137,664     $   146,830    $   137,969    $   164,043
Gross profit                                69,741          75,658         73,819         89,752
Income from operations                      21,864          24,125         23,304         29,135
Net earnings                                11,760          13,862         13,133         17,084
Earnings per common share:
  Basic*                                      0.38            0.45           0.43           0.55
  Diluted                                     0.38            0.44           0.41           0.54

2000

Net sales                              $   109,453     $   122,775    $   124,583    $   147,002
Gross profit                                57,332          64,896         63,974         72,622
Income from operations                      17,240          23,476         20,769         26,711
Net earnings                                 9,680          13,626         11,102         14,870
Earnings per common share:
  Basic                                       0.32            0.45           0.36           0.49
  Diluted*                                    0.31            0.44           0.36           0.48

* The sum of the four quarters does not agree with the total for the year due to
rounding.

                                      F-22

                     ROPER INDUSTRIES, INC. AND SUBSIDIARIES

          Schedule II - Consolidated Valuation and Qualifying Accounts
               for the Years ended October 31, 2000, 1999 and 1998

                                                       Additions
                                         Balance at   charged to                            Balance at
                                          beginning    costs and                               end
                                           of year     expenses     Deductions     Other     of year
                                         -----------  -----------  -------------  -------   ----------
                                                                  (in thousands)
                                                                             
Allowance for doubtful accounts:

     Year ended October 31, 2001          $   4,294    $     822     $  (1,513)   $   741   $  4,344
     Year ended October 31, 2000              3,760        1,805        (1,543)       272      4,294
     Year ended October 31, 1999              6,915        1,618        (5,072)       299      3,760

Reserve for inventory obsolescence:

     Year ended October 31, 2001             10,704        5,103        (4,044)     3,723     15,486
     Year ended October 31, 2000              6,769        2,636        (1,644)     2,943     10,704
     Year ended October 31, 1999              4,081        2,257        (1,519)     1,950      6,769

Deductions from the allowance for doubtful accounts represented the net
write-off of uncollectible accounts receivable. Deductions from the inventory
obsolescence reserve represented the disposal of obsolete items.

Other included the allowance for doubtful accounts and reserve for inventory
obsolescence of acquired businesses at the dates of acquisition, the effects of
foreign currency translation adjustments for those companies whose functional
currency was not the U.S. dollar, reclassifications and other.

During the fourth quarter of fiscal 1998, economic uncertainties in Russia and
the region deteriorated and a severe devaluation of the region's currencies
occurred. This created additional doubt concerning the collectibility of certain
accounts receivable from customers in this region. In response to these events,
Roper provided $3.8 million to fully reserve these receivables, except those
from RAO Gazprom, a large Russian natural gas company. These fully-reserved
accounts were written off during fiscal 1999.

                                       S-1

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
           FINANCIAL DISCLOSURE.

NOT APPLICABLE

                                       25

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Reference is made to the information to be included under the captions "BOARD OF
DIRECTORS AND EXECUTIVE OFFICERS -- Proposal 1: Election of Three (3) Directors"
and "-- Executive Officers", and "VOTING SECURITIES -- Compliance with Section
16 (a) of the Securities and Exchange Act of 1934" in Roper's definitive Proxy
Statement which relates to the 2002 Annual Meeting of Shareholders of Roper to
be held on March 15, 2002 (the "Proxy Statement"), to be filed within 120 days
after the close of Roper's 2001 fiscal year, which information is incorporated
herein by this reference.

ITEM 11.  EXECUTIVE COMPENSATION

Reference is made to the information to be included under the captions "BOARD OF
DIRECTORS AND EXECUTIVE OFFICERS -- Meetings of the Board and Board Committees;
Compensation of Directors", "-- Compensation Committee Interlocks and Insider
Participation in Compensation Decisions" and "Executive Compensation" contained
                                              ----------------------
in the Proxy Statement, which information is incorporated herein by this
reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Reference is made to the information included under the captions "VOTING
SECURITIES" in the Proxy Statement, which information is incorporated herein by
this reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Not Applicable

                                       26

                                     PART IV

ITEM 14.      EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     (a)(1)   The Consolidated Financial Statements listed in Item 8 of Part II
              are filed as a part of this Annual Report.

     (a)(2)   The following consolidated financial statement schedule on page
              S-1 is filed in response to this Item. All other schedules are
              omitted or the required information is either inapplicable or is
              presented in the consolidated financial statements or related
              notes:

        II.   Consolidated Valuation and Qualifying Accounts for the Years ended
              October 31, 2001, 2000 and 1999.

   (b)  Reports on Form 8-K
        -------------------

        Roper did not file any Current Reports on Form 8-K during the fourth
        quarter of fiscal 2001.

   (c)  Exhibits
        --------

        The following exhibits are separately filed with this Annual Report.

Exhibit No.                    Description of Exhibit
- ----------                     ----------------------

     2.1          Asset Purchase Agreement (Media Cybernetics LP)

/(a)/2.2          Share Sale and Purchase Agreement (Struers A/S & Logitech
                  Limited)

/(b)/3.1          Amended and Restated  Certificate of  Incorporation,
                  including Form of Certificate of  Designation,  Preferences
                  and Rights of Series A Preferred Stock

/(c)/3.2          Amended and Restated By-Laws

/(d)/4.01         Rights Agreement between Roper Industries, Inc. and SunTrust
                  Bank, Atlanta, Inc. as Rights Agent, dated as of January 8,
                  1996, including Certificate of Designation, Preferences
                  and Rights of Series A Preferred Stock (Exhibit A), Form of
                  Rights Certificate (Exhibit B) and Summary of Rights
                  (Exhibit C)

/(c)/4.02         Credit Agreement Dated as of May 18, 2000

/(c)/4.03         Note Purchase Agreement Dated as of May 18, 2000

/(b)/10.01        1991 Stock Option Plan, as amended +

/(e)/10.02        Non-employee Director Stock Option Plan, as amended +

                                       27

/(f)/10.03         Form of Amended and Restated Indemnification Agreement +

/(g)/10.04         Employee Stock Purchase Plan +

/(g)/10.05         2000 Stock Incentive Plan +

/(c)/10.06         Roper Industries, Inc. Non-Qualified Retirement Plan +

10.07              Brian D. Jellison Employment Agreement dated as of
                   November 6, 2001 +

10.08              Hadj A. Amari offer letter dated September 11, 2000 +

10.09              C. Thomas O'Grady offer letter dated February 19, 2001 +

21                 List of Subsidiaries

23.1               Consent of Independent Public Accountants

___________________________

     /(a)/Incorporated herein by reference to Exhibits 99.1 to the Roper
            Industries, Inc. Current Report on Form 8-K filed December 13, 2001
            (File No. 1-12273).
     /(b)/Incorporated herein by reference to Exhibits 3.1 and 10.2 to the Roper
            Industries, Inc. Annual Report on Form 10-K filed January 21, 1998
            (File No. 1-12273).
     /(c)/Incorporated herein by reference to Exhibits 3.2, 4.02, 4.03 and 10.06
            to the Roper Industries, Inc. Form 10-Q filed September 13, 2000
            (File No. 1-12273).
     /(d)/Incorporated herein by reference to Exhibit 4.02 to the Roper
            Industries, Inc. Current Report on Form 8-K filed January 18, 1996
            (File No. 0-19818).
     /(e)/Incorporated herein by reference to Exhibit 10.03 to the Roper
            Industries, Inc. Annual Report on Form 10-K filed January 20, 1999
            (File No. 1-12273).
     /(f)/Incorporated herein by reference to Exhibit 10.04 to the Roper
            Industries, Inc. Quarterly Report on Form 10-Q filed August 31,
            1999 (File No. 1-12273).
     /(g)/Incorporated herein by reference to Exhibits 10.04 and 10.05 to the
            Roper Industries, Inc. Quarterly Report on Form 10-Q filed June 12,
            2000 (File No. 1-12273).

    + Management contract or compensatory plan or arrangement.

                                       28

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Roper has duly caused this Report to be signed on its behalf by the
undersigned, therewith duly authorized.

                             ROPER INDUSTRIES, INC.
                                  (Registrant)

By /S/ DERRICK N. KEY                                         January 18, 2002
  ---------------------------------------
    Derrick N. Key, Chairman of the Board

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following persons on behalf of Roper and in the
capacities and on the dates indicated.

                                                                               
/s/ DERRICK N. KEY                                Chairman of the Board              January 18, 2002
- ------------------------------------------
Derrick N. Key

/s/ BRIAN D. JELLISON                             President and Chief Executive      January 18, 2002
- ------------------------------------------            Officer
Brian D. Jellison

/s/ MARTIN S. HEADLEY                             Vice President and Chief           January 18, 2002
- ------------------------------------------            Financial Officer
Martin S. Headley

/s/ KEVIN G. McHUGH                               Controller                         January 18, 2002
- ------------------------------------------
Kevin G. McHugh

/s/ W. LAWRENCE BANKS                             Director                           January 18, 2002
- ------------------------------------------
W. Lawrence Banks

/s/ LUITPOLD VON BRAUN                            Director                           January 18, 2002
- ------------------------------------------
Luitpold von Braun

/s/ DONALD G. CALDER                              Director                           January 18, 2002
- ------------------------------------------
Donald G. Calder

/s/ JOHN F. FORT, III                             Director                           January 18, 2002
- ------------------------------------------
John F. Fort, III

/s/ WILBUR J. PREZZANO                            Director                           January 18, 2002
- ------------------------------------------
Wilbur J. Prezzano

/s/ GEORG GRAF SCHALL-RIAUCOUR                    Director                           January 18, 2002
- ------------------------------------------
Georg Graf Schall-Riaucour

/s/ ERIBERTO R. SCOCIMARA                         Director                           January 18, 2002
- ------------------------------------------
Eriberto R. Scocimara

/s/ CHRISTOPHER WRIGHT                            Director                           January 18, 2002
- ------------------------------------------
Christopher Wright

                                       29

                                 EXHIBIT INDEX

Number                            Exhibit

(a)2.1    Asset Purchase Agreement (Media Cybernetics LP)

   2.2    Share Sale and Purchase Agreement (Struers A/S & Logitech Limited)
          incorporated herein by reference to Exhibits 99.1 to the Roper
          Industries, Inc. Current Report on Form 8-K filed December 13, 2001
          (File No. 1-12273).

   3.1    Amended and Restated Certificate of Incorporation, including Form of
          Certificate of Designation, Preferences and Rights of Series A
          Preferred Stock incorporated herein by reference to Exhibit 3.1 to the
          Roper Industries, Inc. Annual Report on Form 10-K filed January 21,
          1998 (File No. 1-12273).

   3.2    Amended and Restated By-Laws incorporated herein by reference to
          Exhibit 3.2 to the Roper Industries, Inc. Form 10-Q filed September
          13, 2000 (File No. 1-12273).

  4.01    Rights Agreement between Roper Industries, Inc. and SunTrust Bank,
          Atlanta, Inc. as Rights Agent, dated as of January 8, 1996, including
          Certificate of Designation, Preferences and Rights of Series A
          Preferred Stock (Exhibit A), Form of Rights Certificate (Exhibit B)
          and Summary of Rights (Exhibit C), incorporated herein by reference to
          Exhibit 4.02 to the Roper Industries, Inc. Current Report on Form 8-K
          filed January 18, 1996 (File No. 0-19818).

  4.02    Credit Agreement Dated as of May 18, 2000, incorporated herein by
          reference to Exhibit 4.02 to the Roper Industries, Inc. Form 10-Q
          filed September 13, 2000 (File No. 1-12273).

  4.03    Note Purchase Agreement Dated as of May 18, 2000, incorporated herein
          by reference to Exhibit 4.03 to the Roper Industries, Inc. Form 10-Q
          filed September 13, 2000 (File No. 1-12273).

 10.01    1991 Stock Option Plan, as amended incorporated herein by reference to
          Exhibit 10.2 to the Roper Industries, Inc. Annual Report on Form 10-K
          filed January 21, 1998 (File No. 1-12273).

 10.02    Non-employee Director Stock Option Plan, as amended incorporated
          herein by reference to Exhibit 10.03 to the Roper Industries, Inc.
          Annual Report on Form 10-K filed January 20, 1999 (File No. 1-12273).

 10.03    Form of Amended and Restated Indemnification Agreement incorporated
          herein by reference to Exhibit 10.04 to the Roper Industries, Inc.
          Quarterly Report on Form 10-Q filed August 31, 1999 (File No.
          1-12273).

 10.04    Employee Stock Purchase Plan incorporated herein by reference to
          Exhibits 10.04 and 10.05 to the Roper Industries, Inc. Quarterly
          Report on Form 10-Q filed June 12, 2000 (File No. 1-12273).

 10.05    2000 Stock Incentive Plan herein by reference to Exhibits 10.04 and
          10.05 to the Roper Industries, Inc. Quarterly Report on Form 10-Q
          filed June 12, 2000 (File No. 1-12273).

 10.06    Roper Industries, Inc. Non-Qualified Retirement Plan incorporated
          herein by reference to Exhibit 10.06 to the Roper Industries, Inc.
          Form 10-Q filed September 13, 2000 (File No. 1-12273).

 10.07    Brian D. Jellison Employment Agreement dated as of November 6, 2001.

 10.08    Hadj A. Amari offer letter dated September 11, 2000.

 10.09    C. Thomas O'Grady offer letter dated February 19, 2001.

 21       List of Subsidiaries

 23.1     Consent of Independent Public Accountants

_____________________
(a)  The following schedules or similar attachments to this exhibit has been
     omitted and will be furnished supplementally upon request.

Disclosure Schedules

Section 3(a) - Organization of the Company
Section 3(c) - Noncontravention
Section 3(f) - Financial Statements
Section 3(g) - Events Subsequent to December 31, 2000
Section 3(h) - Undisclosed Liabilities
Section 3(i) - Legal Compliance
Section 3(j) - Tax Matters
Section 3(k) - Real Property
Section 3(l) - Intellectual Property
Section 3(m) - Software
Section 3(q) - Contracts
Section 3(s) - Powers of Attorney
Section 3(t) - Insurance
Section 3(v) - Product Warranty
Section 3(x) - Employees
Section 3(y) - Employee Benefits
Section 3(cc) - Disclosure

Exhibits:
Exhibit A - Allocation of Asset Purchase Consideration
Exhibit B - Escrow Agreement
Exhibit C - Third Party Consents
Exhibit D - Noncompetition and Assignment of Inventions Agreement
Exhibit E - Release Agreement
Exhibit F - Employment Agreement
Exhibit G - Form of Opinion of Counsel to Company and General Partner
Exhibit H - Form of Opinion of Counsel to Parent and Buyer
Exhibit I - Employee Profit Sharing Agreement
Exhibit J - Estimated Adjustment Schedule

                                                                     EXHIBIT 2.1

                            ASSET PURCHASE AGREEMENT

                                  BY AND AMONG

                        MCB ACQUISITION SUBSIDIARY, INC.,

                             ROPER INDUSTRIES, INC.,

                             MEDIA CYBERNETICS, L.P.

                                       AND

                             MEDIA CYBERNETICS, INC.

                            Dated as of June 7, 2001

                                TABLE OF CONTENTS

                                                                                                               Page
                                                                                                               ----
                                                                                                            
1.       DEFINITIONS.........................................................................................     1

2.       PURCHASE AND SALE OF THE ACQUIRED ASSETS AND ASSUMPTION OF ASSUMED LIABILITIES......................    11
         (a)      Calculation of Estimated Net Working Capital of the Company................................    11
         (b)      Purchase and Sale of Acquired Assets; Assumption of Liabilities............................    11
         (c)      Consideration..............................................................................    12
         (d)      [Intentionally Deleted]....................................................................    12
         (e)      Payment of Closing Consideration...........................................................    12
         (f)      The Closing................................................................................    13
         (g)      Deliveries at the Closing..................................................................    13
         (h)      Minimum Net Working Capital Adjustment.....................................................    13
         (i)      Allocation of Asset Purchase Consideration.................................................    14

3.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE GENERAL PARTNER...............................    14
         (a)      Organization of the Company................................................................    15
         (b)      Authorization of Transaction...............................................................    15
         (c)      Noncontravention...........................................................................    15
         (d)      Brokers' Fees..............................................................................    16
         (e)      Title to Acquired Assets...................................................................    16
         (f)      Financial Statements.......................................................................    16
         (g)      Events Subsequent to December 31, 2000.....................................................    17
         (h)      Undisclosed Liabilities....................................................................    19
         (i)      Legal Compliance...........................................................................    19
         (j)      Tax Matters................................................................................    20
         (k)      Real Property..............................................................................    21
         (l)      Intellectual Property......................................................................    21
         (m)      Software...................................................................................    24
         (n)      No Infringement............................................................................    26
         (o)      Tangible Assets............................................................................    27
         (p)      Inventory..................................................................................    27
         (q)      Contracts..................................................................................    27
         (r)      Notes and Accounts Receivable..............................................................    29
         (s)      Powers of Attorney.........................................................................    29
         (t)      Insurance..................................................................................    29
         (u)      Litigation.................................................................................    29
         (v)      Product Warranty...........................................................................    30
         (w)      Product Liability..........................................................................    30
         (x)      Employees..................................................................................    30
         (y)      Employee Benefits..........................................................................    31
         (z)      Guaranties.................................................................................    32

                                                                                                              
         (aa)     Environment, Health, and Safety............................................................     32
         (bb)     Certain Business Relationships with the Company............................................     33
         (cc)     Disclosure.................................................................................     33

4.       REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE BUYER..........................................     33
         (a)      Organization of the Parent and the Buyer...................................................     33
         (b)      Authorization of Transaction...............................................................     33
         (c)      Noncontravention...........................................................................     33
         (d)      Broker's Fees..............................................................................     33
         (e)      Disclosure.................................................................................     34
         (f)      Financial Ability..........................................................................     34

5.       CONDITIONS TO OBLIGATION TO CLOSE...................................................................     34
         (a)      Conditions to Obligation of Parent and Buyer...............................................     34
         (b)      Conditions to Obligation of the Company and the General Partner............................     36

6.       PRE-CLOSING COVENANTS...............................................................................     37
         (a)      Access and Investigation...................................................................     37
         (b)      Operation of the Business of the Company...................................................     37
         (c)      Negative Covenant..........................................................................     38
         (d)      No Merger or Solicitation..................................................................     40
         (e)      Satisfaction of Obligations to Creditors...................................................     40
         (f)      Assignment of Company Assets Held by the General Partner...................................     40

7.       POST-CLOSING COVENANTS..............................................................................     41
         (a)      General....................................................................................     41
         (b)      Litigation Support.........................................................................     41
         (c)      Transition.................................................................................     41
         (d)      Confidentiality............................................................................     41
         (e)      Tax Matters................................................................................     42
         (f)      Assignment of Interests in Acquired Assets.................................................     42
         (g)      Use of Company Name........................................................................     43
         (h)      Employee Matters...........................................................................     43
         (i)      Transition Incentive Bonus Program.........................................................     44
         (j)      Domain Name Transfer.......................................................................     44
         (k)      Insurance Coverage.........................................................................     45

8.       REMEDIES FOR BREACHES OF THIS AGREEMENT.............................................................     45
         (a)      Survival of Representations and Warranties.................................................     45
         (b)      Indemnification Provisions for Benefit of the Parent and the Buyer.........................     46
         (c)      Indemnification Provisions for Benefit of the Company......................................     48
         (d)      Matters Involving Third Parties............................................................     48
         (e)      Determination of Adverse Consequences......................................................     49
         (f)      Post-Closing...............................................................................     49

                                     - ii -

                                                                                                              
9.       MISCELLANEOUS.......................................................................................     50
         (a)      Press Releases and Public Announcements....................................................     50
         (b)      Waiver of Bulk Sales Law...................................................................     50
         (c)      No Third-Party Beneficiaries...............................................................     50
         (d)      Entire Agreement...........................................................................     50
         (e)      Succession and Assignment..................................................................     50
         (f)      Counterparts...............................................................................     50
         (g)      Headings...................................................................................     50
         (h)      Notices....................................................................................     51
         (i)      Governing Law..............................................................................     51
         (j)      Amendments and Waivers.....................................................................     52
         (k)      Severability...............................................................................     52
         (l)      Expenses...................................................................................     52
         (m)      Construction...............................................................................     52
         (n)      Incorporation of Exhibits and Schedules....................................................     52
         (o)      Specific Performance.......................................................................     52
         (p)      Submission to Jurisdiction.................................................................     52
         (q)      Arbitration................................................................................     53

                                     - iii -

                            ASSET PURCHASE AGREEMENT

     This Asset Purchase Agreement (this "Agreement") is dated as of June 7,
2001, by and among MCB ACQUISITION SUBSIDIARY, INC., a Delaware corporation
("Buyer"), ROPER INDUSTRIES, INC., a Delaware corporation and parent of Buyer
("Parent"), MEDIA CYBERNETICS, L.P., a Delaware limited partnership (the
"Company"), and MEDIA CYBERNETICS, INC., a Delaware corporation and general
partner of the Company (the "General Partner"). The Buyer, the Parent, the
Company, and the General Partner are referred to collectively herein as the
"Parties".

     The Company designs, sells, and licenses software used in the analysis of
microscopic images.

     This Agreement contemplates a transaction in which the Company shall sell,
transfer, assign, and deliver to the Buyer substantially all of the assets owned
or used by, and certain of the liabilities of, the Company, and the Buyer shall
purchase and accept such assets, and assume such liabilities, and in connection
therewith, the Company will receive consideration in the form of cash.

     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.

     "Acquired Assets" means all right, title, and interest in and to all of the
assets of the Company used or usable in the conduct of the Business as of the
Closing Date (except for those assets described below as Excluded Assets),
including, without limitation, all of the Company's right, title and interest in
and to:

          (a) all leases with respect to the Leased Real Property, and all
     improvements, fixtures, and fittings thereon, and easements, rights-of-way,
     and other appurtenants with respect thereto (such as appurtenant rights in
     and to public streets);

          (b) all tangible personal property (such as machinery, equipment,
     inventories of raw materials and supplies, manufactured and purchased
     parts, goods in process and finished goods, furniture, and automobiles;

          (c) all Intellectual Property, goodwill associated therewith, licenses
     and sublicenses granted and obtained with respect thereto, and rights
     thereunder, remedies against infringements thereof, and rights to
     protection of interests therein under the laws of all jurisdictions;

          (d) all assets and property, tangible or intangible, used in the
     conduct of the Business, and which are owned by the General Partner, or
     licensed by the General Partner to the Company;

                                      -1-

          (e) all agreements (including but not limited to employment
     agreements, confidentiality agreements, and noncompetition agreements),
     contracts, leases (other than the real property leases), personal property
     leases, subleases, and rights thereunder (the "Assumed Contracts");

          (f) any current asset of the Company relating to the operation of the
     Company prior to the Closing Date, including but not limited to Cash (but
     excluding Cash in the Company's payroll account as of the Closing Date
     necessary to satisfy the Company's payroll obligations to its employees up
     to and through the Closing Date), accounts receivables, inventories,
     prepaid expenses, and other current assets;

          (g) all claims, deposits, prepayments, refunds, causes of action,
     choses in action, rights of recovery, rights of set off, and rights of
     recoupment;

          (h) to the extent transferable, all franchises, approvals, permits,
     licenses, orders, registrations, certificates, variances, and similar
     rights obtained from governments and governmental agencies;

          (i) all books, records, ledgers, files, documents, correspondence,
     lists, plats, architectural plans, drawings, and specifications, creative
     materials, advertising and promotional materials, studies, reports, and
     other printed or written materials relating to the Business, except those
     excluded below as Excluded Assets; and

          (j) all goodwill and similar intangible property of the Company.

PROVIDED, HOWEVER, that notwithstanding the foregoing, the Acquired Assets shall
not include (the following shall be referred to as the "Excluded Assets"):

              (i)   except as provided in Section 7(h)(iii) below, any rights or
          interests in and with respect to any Company Plan;

              (ii)  (A) any rights and interests in and to that certain
          contribution agreement by and among the Company and certain of its
          Partners, and any other agreement, written or oral, by and between the
          Company and any of its Partners, (B) any rights or interests in any
          indentures, mortgages, lines of credit, instruments, security
          interests, guaranties, or other similar arrangements constituting
          Indebtedness, and rights thereunder, of the Company, and (C) any
          rights or interests in any oral or written consulting or other
          arrangement or agreement of any kind between the Company and the
          General Partner, Michael P. Galvin, the Michael P. Galvin 1994 Trust,
          Sam Steppel, Step-L Ventures, or any of their Affiliates (the
          "Excluded Contracts");

              (iii) the corporate charter, qualifications to conduct business as
          a foreign corporation, arrangements with registered agents relating to
          foreign qualifications, taxpayer and other identification numbers,
          seals, minute books, stock transfer books, blank stock certificates,
          original Tax Returns and other

                                      -2-

          documents relating to the organization, maintenance, and existence of
          the Company as a limited partnership;

              (iv) any and all of the rights of the Company under this Agreement
          or any other agreement, document, certificate, or instrument executed
          in connection herewith; or

              (v)  any right, title, or interest in and to the Company's payroll
          account.

     "Adverse Consequences" means all actions, suits, proceedings, hearings,
investigations, charges, complaints, claims, demands, injunctions, judgments,
orders, decrees, rulings, damages, penalties, fines, costs, amounts paid in
settlement, Liabilities, obligations, Taxes, liens, losses, expenses, and fees,
including court costs and reasonable attorneys' fees and expenses.

     "Affiliate" is used to indicate a relationship to a specified person, firm,
corporation, partnership, limited liability company, association or entity, and
means any person, firm, corporation, partnership, limited liability company,
association or entity that, directly or indirectly or through one or more
intermediaries, controls, is controlled by or is under common control with such
person, firm, corporation, partnership, limited liability company, association
or entity.

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

     "Allocation" has the meaning set forth in Section 2(i) below.

     "Applicable Rate" means the corporate base rate of interest announced from
time to time by Bank One, NA.

     "Arbitrator" has the meaning set forth in Section 2(h)(iii) below.

     "Asset Purchase Consideration" has the meaning set forth in Section 2(c)
below.

     "Assumed Liabilities" means (except to the extent such liabilities are
expressly excluded as Excluded Liabilities described below):

          (a) those current Liabilities of the Company which are reflected as
     current liabilities on the Financial Statements, as follows: accounts
     payable; accrued benefits; accrued liabilities; deferred income; and
     deferred rent expense;

          (b) Liabilities of the Company for Product Warranty Claims;

          (c) Liabilities of the Company as tenant arising under the leases for
     the Leased Real Property;

          (d) all Liabilities of the Company arising under the Assumed
     Contracts;

                                      -3-

          (e)  those Liabilities of the Company arising on or prior to the
     Closing Date with respect to the employee profit-sharing arrangement of the
     Company (a copy of which is attached hereto as Exhibit I) to the extent
                                                    ---------
     such Liabilities have been accrued on the Closing Date Balance Sheet; and

          (f)  other than the Excluded Liabilities, any other Liability of the
     Company arising by law or by contract or otherwise, on or prior to June 30,
     2001, or thereafter, whether absolute, contingent or otherwise, known or
     unknown, accrued or unaccrued, asserted or unasserted, or otherwise.

PROVIDED, HOWEVER, that notwithstanding the foregoing, the Assumed Liabilities
shall not include (the following shall be referred to herein as the "Excluded
Liabilities"):

               (A)  those current Liabilities of the Company which are reflected
                    as current liabilities on the Financial Statements, as
                    follows: current portion of partner loan; and capital lease
                    obligation, current portion;

               (B)  any Liabilities of the General Partner;

               (C)  Liabilities arising under the Excluded Contracts;

               (D)  any Liabilities of the Company for Indebtedness of any kind;

               (E)  except as provided in Section 7(h)(iii) below, Liabilities
                    of the Company with respect to any of the Company Plans;

               (F)  Liabilities of the Company arising under or with respect to
                    any Equity Rights of the Company, Liabilities arising from
                    any preemptive or similar rights on the part of any holder
                    of any equity securities of the Company, and Liabilities
                    arising from any options, warrants, conversion or other
                    rights, agreements, commitments, arrangements or
                    understandings of any kind obligating the Company,
                    contingently or otherwise, to issue or sell any equity
                    securities or any securities convertible into or
                    exchangeable for any such equity securities;

               (G)  Liabilities of the Company arising under this Agreement (or
                    under any side agreement between the Company and/or any
                    Partner on the one hand and the Buyer and/or Parent on the
                    other hand entered into on or after the date of this
                    Agreement) for failure to perform its obligations hereunder;

               (H)  Liabilities arising as a result of the failure of the
                    Company to be in good standing under the laws of its
                    jurisdiction of organization;

               (I)  Liabilities arising as a result of the failure of the
                    Company to comply with the partnership, or other laws,
                    rules, or regulations of

                                      -4-

                    any federal, state, local or foreign government relating to
                    the existence of the Company as an entity;

               (J)  Liabilities of the Company to its Partners arising by law,
                    pursuant to the charter documents (including but not limited
                    to the certificate of limited partnership and the agreement
                    of limited partnership) of the Company, or as a result of
                    the consummation of the transactions contemplated by this
                    Agreement;

               (K)  Liabilities of the Company or the Partners arising as a
                    result of the failure to pay any federal or state income
                    Taxes;

               (L)  Liabilities of the Company arising as a result of claims
                    based on or arising from any injunction, judgment, order,
                    decree, ruling, or charge filed against the Company as a
                    result of any 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 against the
                    Company commenced on or prior to the Closing Date;

               (M)  Except for those Liabilities of the Company arising on or
                    prior to the Closing Date with respect to the employee
                    profit-sharing arrangement of the Company (a copy of which
                    is attached hereto as Exhibit I) to the extent such
                                          ---------
                    Liabilities have been accrued on the Closing Date Balance
                    Sheet, Liabilities of the Company arising under entitlements
                    due to any employees, whether by contractual obligation or
                    normal business expectation, or pursuant to any stock
                    appreciation or phantom stock plan or program, including but
                    not limited to those Liabilities of the Company to its
                    employees arising under that certain Transition Incentive
                    Bonus Program of the Company, a copy of which is attached
                    hereto as Section 1(a) of the Company Disclosure Schedule
                    (the "Transition Incentive Bonus Program"); and

               (N)  Liabilities of the Company for costs and expenses incurred
                    in connection with this Agreement and the transactions
                    contemplated hereby, including but not limited to the costs
                    and expenses of Updata Capital, Inc.

     "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 by the Company prior to and as of
the Closing Date.

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

                                      -5-

     "Buyer's Advisors" has the meaning set forth in Section 6(a)(i) below.

     "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.

     "Closing" has the meaning set forth in Section 2(f) below.

     "Closing Consideration" has the meaning set forth in Section 2(c).

     "Closing Date" has the meaning set forth in Section 2(f) below.

     "Closing Date Balance Sheet" has the meaning set forth in Section 2(h)(ii)
below.

     "COBRA" has the meaning set forth in Section 3(y)(vi) below.

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

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

     "Company Disclosure Schedule" has the meaning set forth in Section 3 below.

     "Company Plans" has the meaning set forth in Section 3(y) below.

     "Confidential Information" means: (a) confidential data and confidential
information relating to the business of any Party (the "Protected Party") which
is or has been disclosed to another Party (the "Recipient") or of which the
Recipient became aware as a consequence of or through its relationship with the
Protected Party and is not generally known to its competitors; and (b)
information of the Protected Party, without regard to form, including, but not
limited to, Intellectual Property, Software, technical or nontechnical data,
algorithms, formulas, patents, compilations, programs, devices, methods,
techniques, drawings, processes, financial data, financial plans, product or
service plans or lists of customers or suppliers which is not commonly known or
available to the public. Notwithstanding anything to the contrary contained
herein, Confidential Information shall not include any data or information that
(v) has been voluntarily disclosed to the public by the Protected Party, (w) has
been independently developed and disclosed to the public by others, (x)
otherwise enters the public domain through lawful means, (y) was already known
by Recipient prior to such disclosure through no wrongful act or omission of, or
violation of the terms hereof by, Recipient (as evidenced by written
documentation) or was lawfully and rightfully disclosed to Recipient by another
Person, or (z) is required to be disclosed by law or order without the
availability of applicable protective orders or treatment.

     "Employee Benefit Plan" means any (i) nonqualified deferred compensation or
retirement plan or arrangement, including any Employee Pension Benefit Plan (as
defined in ERISA Section 3(2)), (ii) qualified defined contribution retirement
plan or arrangement, including any Employee Pension Benefit Plan, (iii)
qualified defined benefit retirement plan or arrangement, including any Employee
Pension Benefit Plan (including any Multiemployer Plan), (iv) employee welfare
benefit plan, including any Employee Welfare Benefit Plan (as defined in

                                      -6-

ERISA Section 3(1)), (v) fringe benefit plan or program, and (vi) each
employment, severance, salary continuation or other contract, incentive plan,
insurance plan arrangement, bonus plan and any equity plan or arrangement
without regard to whether such plan, arrangement, program or contract exists
under US or any similar non-US law, rule or regulation.

     "Employees" has the meaning set forth in Section 7(h)(i) below.

     "Employment Agreement" has the meaning set forth in Section 5(a)(vii)
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, together with all other US and non-US laws
(including rules, regulations, state law rulings, codes, plans, permits,
injunctions, judgments, orders, decrees, rulings, and charges thereunder) of
federal, state, local and foreign governments (which foreign governments shall
include, but not be limited to, Germany, The Netherlands, the European Union,
and Singapore) (and all agencies thereof) concerning pollution or protection of
the environment, natural resources, public health and safety, or employee health
and safety, including, but not limited to, laws relating to emissions,
discharges, releases, or threatened releases of Hazardous Substances in ambient
air, surface water, drinking water, wetlands, ground water, or lands or
otherwise relating to the manufacture, processing, distribution, use, treatment,
storage, disposal, recycling, transport, or handling of pollutants,
contaminants, or chemical, industrial, hazardous, or toxic materials or wastes.

     "Equity Rights" means any and all plans permitting the issuance of the
partnership interests of the Company, options to acquire partnership interests
of the Company; and/or other rights to acquire partnership interests of the
Company that are valued in whole or in part by reference to the partnership
interests of the Company or that may be settled in partnership interests of the
Company.

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

     "Escrow Agent" means SunTrust Bank, N.A.

     "Escrow Agreement" means the Escrow Agreement dated as of the Closing Date,
entered into among the Parent, the Buyer, the Company, the General Partner, and
the Escrow Agent with respect to the indemnification obligations of the Company
and the General Partner under Section 8 of this Agreement, the form of which is
set forth as Exhibit B.
             ---------

     "Estimated Adjustment Schedule" has the meaning set forth in Section 2(a)
below.

     "Estimated Net Working Capital" has the meaning set forth in Section 2(a)
below.

     "Extremely Hazardous Substance" has the meaning set forth in Section 302 of
the Emergency Planning and Community Right-to-Know Act of 1986, as amended, and
any counterpart or similar non-US law.

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

                                      -7-

     "Final Adjustment Schedule" has the meaning set forth in Section 2(h)(ii)
below.

     "Financial Statements" has the meaning set forth in Section 3(f) below.

     "First Escrow Period" has the meaning set forth in Section 8(b)(v) below.

     "Foreign Plans" has the meaning set forth in Section 3(y)(ii) below.

     "Four-Digit Dates" has the meaning set forth in Section 3(m)(iv) below.

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

     "General Partner" has the meaning set forth in the preface above.

     "Hazardous Substance" means any substance regulated under or defined by
Environmental, Health, and Safety Laws, including, but not limited to, any
pollutant, contaminant, hazardous substance, hazardous constituent, hazardous
waste, special waste, solid waste, industrial waste, petroleum derived substance
or waste, or toxic substance.

     "Indebtedness" means (i) all indebtedness for borrowed money or for the
deferred purchase price of property or services (including, without limitation,
reimbursement and all other obligations with respect to surety bonds, letters of
credit and bankers' acceptances, whether or not matured), including the current
portion of such indebtedness, (ii) all obligations evidenced by notes, bonds,
debentures or similar instruments, and (iii) all capital lease obligations.

     "Indemnified Party" has the meaning set forth in Section 8(d) below.

     "Indemnifying Party" has the meaning set forth in Section 8(d) below.

     "Intellectual Property" means, with respect to the Business:

          (a)  all inventions (whether patentable or unpatentable and whether or
     not reduced to practice), all improvements thereto, and all US and non-US
     patents, patent applications, and patent disclosures, together with all
     reissuances, continuations, divisionals, continuations-in-part, revisions,
     extensions, and reexaminations thereof;

          (b)  all US and non-US 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 US and non-US copyrights, and all
     applications, registrations, and renewals in connection therewith;

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

                                      -8-

          (e)  all trade secrets and confidential business information
     (including without limitation ideas, research and development, know-how,
     formulas, 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);

          (f)  all other proprietary rights;

          (g)  all Owned Software and all Licensed Software;

          (h)  all right, title, and interest in and to the name "Media
     Cybernetics"; and

          (i)  all right, title, and interest in and to the world wide web
     internet domain names "www.imageproshop.com", "www.solutions-zone.com",
     "www.mediacy.com", "www.optimas.com", "www.drill-down.com",
     "www.mediacybernetics.com", "www.image-pro.com", and each other world wide
     web internet domain name owned by the Company, and each other world wide
     web internet domain name used in the Business.

          (j)  with respect to each of the foregoing, all copies and tangible
     embodiments thereof (in whatever form or medium).

     "Knowledge" means, with respect to the Company, or the General Partner, the
knowledge of Doug Paxson, Michael P. Galvin, Scott Ireland, Dean Sequera, John
Schmitz, Bill Shotts, David Neubrech, or Joyce Mooney.

     "Leased Real Property" has the meaning set forth in Section 3(k) below.

     "Liability" means any liability (whether known or unknown, whether asserted
or unasserted, whether absolute or contingent, whether accrued or unaccrued,
whether liquidated or unliquidated, and whether due or to become due),
obligation or commitment, including any liability for Taxes.

     "Licensed Software" has the meaning set forth in Section 3(m)(i) below.

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

     "Net Working Capital" means the excess of total current assets, including
without limitation cash, accounts receivable, net inventories (calculated in a
first-in, first-out basis), prepaid expenses, and other current assets, in each
case to the extent such are Acquired Assets, less total current liabilities,
including without limitation accounts payable, accrued benefits (including but
not limited to accrued employee bonus payments and accrued profit sharing
payments), accrued liabilities, and deferred rent expense (but excluding
liabilities for accrued interest, deferred employee compensation, accrued Tax
liability, deferred income, and any Indebtedness) to the extent such are Assumed
Liabilities, in each case determined in accordance with GAAP, and to the extent
consistent with GAAP, applied on a basis consistent with the preparation of the
Financial Statements. All accounting entries will be made regardless of their
amount and all detected errors and omissions will be corrected regardless of
their materiality.

                                      -9-

     "Noncompetition and Assignment of Inventions Agreement" has the meaning set
forth in Section 5(a)(v) below.

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

     "Owned Software" has the meaning set forth in Section 3(m)(i) below.

     "Partners" means the General Partner, and each of the limited partners of
the Company.

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

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

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

     "Product Warranty Claims" means claims of the customers of the Company
and/or users made at any time with respect to products sold, manufactured,
leased or delivered by the Company.

     "Prohibited Transaction" has the meaning set forth in Section 3(y)(vii)(B)
below.

     "Purchase Price Adjustment" has the meaning set forth in Section 2(h)(i)
below.

     "Second Escrow Period" has the meaning set forth in Section 8(b)(v) below.

     "Security Interest" means any mortgage, pledge, lien, encumbrance, charge,
conditional sale or title retention agreement, hypothecation, collateral
assignment, security interest, easement or other encumbrance of any kind or
nature whatsoever, other than (a) mechanic's, materialmen's, and similar liens
incurred in the Ordinary Course of Business not yet due and payable, (b) liens
for Taxes not yet due and payable or for Taxes that the taxpayer is contesting
in good faith through appropriate proceedings, and (c) purchase money liens and
liens securing rental payments under capital lease arrangements.

     "Software" has the meaning set forth in Section 3(m)(i) below.

     "Subsidiary" means any corporation, limited partnership, limited liability
company, or other entity with respect to which a specified Person (or a
Subsidiary thereof) owns a majority of the common stock, units or other equity
interests or has the power to vote or direct the voting of sufficient securities
to elect a majority of the directors or general partners, as the case may be.

     "Takeover Proposal" means any written inquiry, proposal or offer from any
Person relating to (A) any direct or indirect acquisition or purchase of (i) the
assets of the Company outside of the Ordinary Course of Business (other than the
transactions contemplated by this Agreement), or (ii) any securities of the
Company, or (B) any merger, consolidation, business

                                      -10-

combination, recapitalization, liquidation, dissolution or similar transaction
involving the Company.

     "Tax" means any federal, state, local, or foreign (including, but not
limited to, Germany, The Netherlands, the European Union, and Singapore) income,
built-in gains (within the meaning of Code Section 1374 or any comparable
foreign, state or local provisions), gross receipts, excess net passive income
(within the meaning of Code Section 1375 or any comparable foreign, state or
local provisions), license, payroll, employment, excise, severance, stamp,
occupation, premium, supplementary taxes, windfall profits, environmental
(including taxes under Code Section 59A), customs duties, capital stock (or
other equity security), franchise, profits, withholding, social security (or
similar), unemployment, disability, real property, personal property, sales,
use, transfer, registration, value added, alternative or add-on minimum,
retailer's occupation taxes and other taxes commonly understood to be sales or
use taxes, estimated, or other tax of any kind whatsoever, including any
interest, penalty, or addition thereto (including without limitation any
additions to tax or additional amounts with respect thereto), whether disputed
or not.

     "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.

     "Third Party Claim" has the meaning set forth in Section 8(d)(i) below.

     "Undisclosed Liabilities" has the meaning set forth in Section 3(h) below.

     "US Plans" has the meaning set forth in Section 3(y)(ii) below.

     2.   Purchase and Sale of the Acquired Assets and Assumption of Assumed
Liabilities.

          (a)  Calculation of Estimated Net Working Capital of the Company. The
     Company has calculated the estimated Net Working Capital of the Company as
     of the commencement of business on May 31, 2001 (the "Estimated Net Working
     Capital"), and has presented such calculation to the Parent and the Buyer
     (such calculation of the Estimated Net Working Capital, as provided to the
     Parent and the Buyer, shall be referred to herein as the "Estimated
     Adjustment Schedule"), a copy of which Estimated Adjustment Schedule is
     attached hereto as Exhibit J.
                        ---------

          (b)  Purchase and Sale of Acquired Assets; Assumption of Liabilities.

               (i)  The Buyer agrees to purchase from the Company, and the
          Company agrees to sell, transfer, convey, assign and deliver to the
          Buyer, all of the Acquired Assets effective as of the close of
          business on June 30, 2001, for the consideration specified in Section
          2(c) below.

               (ii) On and subject to the terms and conditions of this
          Agreement, the Buyer agrees to assume and become responsible for the
          Assumed Liabilities effective as of the close of business on June 30,
          2001, for the consideration

                                      -11-

                specified in Section 2(c) below. The Buyer shall pay and
                discharge when due, or contest in good faith, all of those
                Liabilities which are Assumed Liabilities. The Buyer will not
                assume or have any responsibility, however, with respect to any
                Liability or obligation of the Company or the General Partner
                which is an Excluded Liability.

                        (iii) In the event of any claim against the Buyer with
                respect to any of the Assumed Liabilities, without limiting
                Buyer's remedies or defenses, the Buyer shall have, and the
                Company hereby assigns to the Buyer, to the extent it may
                lawfully do so, any defense, counterclaim, or right of setoff
                which would have been available to the Company if such claim had
                been asserted against the Company.

                        (iv)  The assumption by the Buyer of the Assumed
                Liabilities, and the transfer thereof by the Company, shall in
                no way expand the rights or remedies of any third party against
                the Buyer or its officers, directors, employees, stockholders,
                and advisors as compared to the rights and remedies which such
                third party would have had against the Company had the Buyer not
                assumed such Assumed Liabilities. The Company shall pay and
                discharge when due, or contest in good faith, all of those
                Liabilities which are Excluded Liabilities.

                (c)     Consideration. At Closing, in consideration for the
        sale, transfer, conveyance, assignment, and delivery of the Acquired
        Assets by the Company to the Buyer and the assumption by the Buyer of
        the Assumed Liabilities from the Company, the Company shall be entitled
        to receive, in the manner described in Section 2(e) below, Seventeen
        Million Three Hundred Seventy Five Thousand Dollars ($17,375,000.00)
        (the "Closing Consideration"), subject to those post-Closing adjustments
        as provided in Section 2(h) below (the net amount is referred to as the
        "Asset Purchase Consideration").

                (d)     [Intentionally Deleted] Payment of Closing
        Consideration. At the Closing, the Closing Consideration shall be paid
        as follows:

                        (i)   that amount, if any, of the Closing Consideration
                necessary to be paid to applicable lenders and other creditors
                of the Company to pay off Indebtedness or obtain clear title to
                the Acquired Assets, shall be paid to such lenders and other
                creditors in accordance with the payoff letters provided by such
                creditors;

                        (ii)  Three Million Three Hundred Thousand Dollars
                ($3,300,000.00) of the Closing Consideration shall be paid to
                the Escrow Agent, to be held and disbursed as provided in
                Section 8 below and the Escrow Agreement; and

                        (iii) the balance of the Closing Consideration shall be
                paid to a bank or other account designated in writing to the
                Buyer by the Company at least two business days prior to the
                Closing Date by wire transfer of immediately available federal
                funds, which amount shall be paid to the Company.

                                      -12-

                (f)     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, 1001 Pennsylvania
        Avenue, N.W., Suite 600 South, Washington, D.C. 20004-2505, at 10:00
        a.m., on Monday July 2, 2001, or such other date and time, or in such
        other manner, as the Parties may agree (the "Closing Date").

                (g)     Deliveries at the Closing. At the Closing, (i) the
        Company and the General Partner will deliver to the Parent and the Buyer
        the various certificates, instruments, and documents referred to in
        Section 5(a) below; (ii) the Parent and the Buyer will deliver to the
        Company the various certificates, instruments, and documents referred to
        in Section 5(b) below; (iii) the Company and the General Partner will
        execute, acknowledge (if appropriate), and deliver to the Parent and the
        Buyer such documents as the Parent, the Buyer, and their counsel may
        reasonably request; (iv) the Buyer will execute, acknowledge (if
        appropriate), and deliver to the Company such documents as the Company
        and its counsel reasonably may request; and (v) the Buyer will deliver
        to the Company, and others specified in Section 2(e), the Closing
        Consideration.

                (h)     Minimum Net Working Capital Adjustment.

                        (i)   The Closing Consideration shall be (i) reduced on
                a dollar-for-dollar basis to the extent that the Net Working
                Capital of the Company as of the close of business on June 30,
                2001, is less than $900,000, or (ii) increased on a
                dollar-for-dollar basis to the extent that the Net Working
                Capital of the Company as of the close of business on June 30,
                2001, is greater than $900,000. Any decrease or increase in the
                Closing Consideration pursuant to this Section 2(h) shall be
                referred to as a "Purchase Price Adjustment".

                        (ii)  No later than forty five (45) days after the
                Closing Date, the Parent shall deliver to the Company (i) a
                balance sheet and a statement of operations of the Company for
                the period ended as of the close of business on June 30, 2001
                (the "Closing Date Balance Sheet"), and (ii) a separate
                statement calculating Net Working Capital of the Company as of
                the close of business on June 30, 2001, based on the Closing
                Date Balance Sheet, showing any calculations with respect to any
                necessary Purchase Price Adjustment, including any necessary
                adjustments to the Estimated Adjustment Schedule (the "Final
                Adjustment Schedule"). The Company shall have the right to
                examine and make copies of the work papers and such other
                documents that are generated or reviewed by the Parent in
                connection with the preparation of the Closing Date Balance
                Sheet and the Final Adjustment Schedule.

                        (iii) The Company shall, within forty-five (45) days
                following its receipt of the Closing Date Balance Sheet and the
                Final Adjustment Schedule, accept or reject the Purchase Price
                Adjustment submitted by the Parent. If the Company disagrees
                with such calculation, it shall give written notice to the
                Parent of such disagreement and any reason therefor within such
                forty-five (45) day period. Should the Company fail to notify
                the Parent of a disagreement within such forty-five (45) day
                period, the Company shall be deemed to agree with the

                                      -13-

                Parent's calculation. Any disagreement with respect to the
                determination of any Purchase Price Adjustment shall be referred
                to the Washington, D.C. office of Ernst & Young LLP (the
                "Arbitrator"). The Arbitrator shall act as an arbitrator and
                shall issue its report as to the Net Working Capital as of the
                close of business on June 30, 2001, and the determination of the
                Purchase Price Adjustment reflected in the Final Adjustment
                Schedule within sixty (60) days after such dispute is referred
                to the Arbitrator. The Company on the one hand, and the Parent
                on the other hand, shall bear all costs and expenses incurred by
                it in connection with such arbitration, except that the fees and
                expenses of the Arbitrator hereunder shall be borne by the
                Company and the Parent in such proportion as the Arbitrator
                shall determine based on the relative merit of the position of
                the parties. This provision for arbitration shall be
                specifically enforceable by the Parties and the decision of the
                Arbitrator in accordance with the provisions hereof shall be
                final and binding with respect to the matters so arbitrated and
                there shall be no right of appeal therefrom.

                        (iv)    If, based on the Final Adjustment Schedule as
                finally determined pursuant to this Section 2(h), (i) the Net
                Working Capital of the Company as of the close of business on
                June 30, 2001, is less than the Estimated Net Working Capital,
                the Company (or in the event the Company does not have adequate
                financial resources, the General Partner) shall pay to the Buyer
                an amount equal to such deficit, or (ii) the Net Working Capital
                of the Company as of the close of business on June 30, 2001, is
                greater than the Estimated Net Working Capital, the Buyer shall
                pay to the Company an amount equal to such excess. Final amounts
                due hereunder shall be paid no later than five (5) business days
                following the Company's agreement with the Parent's calculation
                of the Purchase Price Adjustment, or in the event of a
                disagreement, following the resolution of such disagreement by
                written agreement of the Parent and the Company, or the
                determination of the Arbitrator pursuant to Section 2(h)(iii)
                above.

                (i)     Allocation of Asset Purchase Consideration. The Asset
        Purchase Consideration and the Assumed Liabilities shall be allocated to
        the Acquired Assets as set forth on Exhibit A attached hereto (the
                                            ---------
        "Allocation"). The Parties shall report the sale and purchase of the
        Acquired Assets on all tax returns and tax forms (including, without
        limitation, Form 8594 of the Internal Revenue Service) in a manner
        consistent with such Allocation and shall not, in connection with the
        filing of such returns or forms, make any Allocation of the Asset
        Purchase Consideration and the Assumed Liabilities which is inconsistent
        with the Allocation. The Parties agree to consult with one another with
        respect to any tax audit, controversy or litigation relating to the
        Allocation.

        3.      Representations and Warranties of the Company and the General
Partner.

        The Company and the General Partner, jointly and severally, represent
and warrant to the Parent and the Buyer that the statements contained in this
Section 3 are true, correct and complete as of the date hereof, except as
specified to the contrary in the corresponding paragraph

                                     -14-

of the disclosure schedule prepared by the Company accompanying this Agreement
and initialed by the Company and the Buyer (the "Company Disclosure Schedule").
The Company Disclosure Schedule will be arranged in paragraphs corresponding to
the lettered and numbered paragraphs contained in this Section 3.

               (a) Organization of the Company. The Company is a limited
          partnership duly organized, validly existing, and in good standing
          under the laws of the State of Delaware and is duly qualified to
          conduct business in Maryland and every other jurisdiction where such
          qualification is required, which jurisdictions are set forth on
          Section 3(a) of the Company Disclosure Schedule. The Partners listed
          on Section 3(a) of the Company Disclosure Schedule are the sole record
          and beneficial owners of the partnership interests of the Company. The
          Company does not have any Subsidiaries.

               (b) Authorization of Transaction. The Company and the General
          Partner have full power and authority (including, with respect to the
          Company, full partnership power and authority, and with respect to the
          General Partner, full corporate power and authority) to execute and
          deliver this Agreement and to perform its obligations hereunder. The
          General Partner has the full power and authority to authorize, and the
          General Partner has duly authorized, the execution, delivery and
          performance of this Agreement by the Company. This Agreement
          constitutes the valid and legally binding obligation of the Company
          and the General Partner, and (assuming the due authorization and valid
          execution and delivery hereof by the Buyer and the Parent) is
          enforceable against the Company and the General Partner in accordance
          with its terms, subject to the effect of any applicable bankruptcy,
          insolvency, reorganization, moratorium or similar laws affecting
          creditors' rights and remedies generally, and subject, as to
          enforceability, to the effect of general principles of equity
          (regardless of whether enforcement is considered in a proceeding at
          law or in equity). Neither the Company nor the General Partner need to
          give any notice to, make any filing with, or obtain any authorization,
          consent, or approval of any United States, Germany, The Netherlands,
          European Union, Singapore, or other governmental agency 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, 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 or the Partners are subject or any provision of the
          certificate of limited partnership or the agreement of limited
          partnership of the Company, or (ii) except as otherwise set forth on
          Section 3(c) of the Company Disclosure Schedule, 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 or the
          Partners are a party or by which the Company or the Partners are bound
          or to which any of the assets of the Company are subject (or result in
          the imposition of any Security Interest upon any of the Acquired
          Assets or the Assumed Liabilities).

                                      -15-

                (d)     Brokers' Fees. Neither the Company nor any of the
        Partners has incurred 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, except the fees and
        expenses of Updata Capital, Inc., which shall be paid by the Company (or
        in the event the Company does not have adequate financial resources, the
        General Partner).

                (e)     Title to Acquired Assets. The Company has good title to
        all of the Acquired Assets free and clear of any Security Interest, or
        in the case of Acquired Assets which are leased by the Company, the
        Company has a valid leasehold interest in such Acquired Assets, free and
        clear of any Security Interest. The General Partner has conveyed,
        assigned, and delivered to the Company any asset used by the Company in
        the Business which constitutes an Acquired Asset, and any liability of
        the Company which constitutes an Assumed Liability, which prior to the
        Closing was owned by the General Partner, or licensed by the General
        Partner to the Company. The Company has the right to convey, and upon
        the transfer of the Acquired Assets to the Buyer, the Company will have
        conveyed, good title and interest in and to the Acquired Assets, free
        and clear of all Security Interests.

                (f)     Financial Statements. Attached hereto as Section 3(f) of
        the Company Disclosure Schedule are unaudited consolidated balance
        sheets and related consolidated statements of income and retained
        earnings, comprehensive income and cash flow of the Company for the
        period ending as of December 31, 2000, audited consolidated balance
        sheets and related consolidated statements of income and retained
        earnings, comprehensive income and cash flow of the Company for the
        period ending as of December 31, 1999, and unaudited interim
        consolidated balance sheets and related consolidated statements of
        income and retained earnings, comprehensive income and cash flow of the
        Company through March 31, 2001 (the "Financial Statements").

                        (i)   Each of the Financial Statements is true, correct,
                complete and consistent with the books and records of the
                Company. Each of the Financial Statements has been prepared in
                accordance with GAAP, and presents fairly the financial
                condition and results of operations and cash flows of the
                Company at the dates and for the periods specified, subject, in
                the case of unaudited 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).

                        (ii)  Accounts payable reflected in the Financial
                Statements have arisen from bona fide transactions. All debts,
                liabilities and obligations of the Company incurred after the
                date of the 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. The Company is not 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 can be prepaid without penalty at any
                time.

                                      -16-

                        (iii) 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 conformity with GAAP.

                (g)     Events Subsequent to December 31, 2000. Since December
        31, 2000, except with respect to changes in the general economic
        condition of the industry in which the Company conducts its Business,
        there has not been any material adverse change in the business,
        financial condition, operations, or results of operations of the
        Company. Without limiting the generality of the foregoing, except as set
        forth on Section 3(g) of the Company Disclosure Schedule, since that
        date, the Company:

                        (i)   has not sold, leased, transferred, or assigned any
                of its assets, tangible or intangible, except for sales of
                inventory in the Ordinary Course of Business;

                        (ii)  has not entered into any agreement, contract,
                lease, or license (or series of related agreements, contracts,
                leases, and licenses) involving more than $15,000 and outside
                the Ordinary Course of Business;

                        (iii) has not, and to the Knowledge of the Company no
                party has, accelerated, terminated, modified, or canceled any
                agreement, contract, lease, or license (or series of related
                agreements, contracts, leases, and licenses) involving more than
                $15,000 to which the Company is a party or by which it is bound;

                        (iv)  has not imposed or permitted any Security Interest
                upon any of its assets, tangible or intangible;

                        (v)   has not made any distribution (including but not
                limited to any distribution to any Partner) or any capital
                expenditure (or series of related capital expenditures) either
                involving more than $15,000 or outside the Ordinary Course of
                Business, and with respect to the period from February 22, 2001,
                through the date hereof, has not made any distribution or any
                capital expenditure (or series of related capital expenditures)
                either involving more than $50,000 or outside the Ordinary
                Course of Business, except with the prior written consent of the
                Parent or the Buyer;

                        (vi)  has not made any capital investment in, any loan
                to, or any acquisition of the securities of, any other Person,
                and has not made any acquisition of the assets of any other
                Person outside of the Ordinary Course of Business;

                        (vii) has not issued any note, bond, or other debt
                security or created, incurred, assumed, or guaranteed any
                Indebtedness, and with respect to the period from February 22,
                2001, through the date hereof, has not issued any note, bond, or
                other debt security or created, incurred, assumed, or guaranteed
                any Indebtedness, except with the prior written consent of the
                Parent or the Buyer;

                                      -17-

               (viii) has not delayed or postponed the payment of accounts
          payable or other Liabilities outside of the Ordinary Course of
          Business;

               (ix)   has not canceled, compromised, waived, or released any
          right or claim (or series of related rights and claims) outside the
          Ordinary Course of Business;

               (x)    except in the Ordinary Course of Business to customers of
          the Company, has not granted any license or sublicense of any rights
          under or with respect to any Intellectual Property;

               (xi)   has not changed or authorized any change in its
          certificate of limited partnership, agreement of limited partnership
          or similar charter documents;

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

               (xiii) has not made any loan to, or entered into any other
          transaction with, any of its partners, officers, and employees;

               (xiv)  has not entered into any employment contract or collective
          bargaining agreement, written or oral, or modified the terms of any
          existing such contract or agreement, and with respect to the period
          from February 22, 2001, through the date hereof, has not entered into
          any employment contract or collective bargaining agreement, written or
          oral, or modified the terms of any existing such contract or
          agreement, except with the prior written consent of the Parent or the
          Buyer;

               (xv)   has not granted any increase in the compensation of any of
          its partners, officers, and employees, and with respect to the period
          from February 22, 2001, through the date hereof, has not granted any
          increase in the compensation of any of its partners, officers, and
          employees, except with the prior written consent of the Parent or the
          Buyer;

               (xvi)  has not, except as required to comply with applicable law,
          adopted, amended, modified or terminated any bonus, profit-sharing
          incentive, severance, or other plan, contract, or commitment for the
          benefit of any of its partners, officers, and employees (or taken any
          such action with respect to any other Employee Benefit Plan), to the
          extent such amendment, modification or termination had the effect of
          enhancing any benefits thereunder or increasing the cost thereof to
          the Company, and with respect to the period from February 22, 2001,
          through the date hereof, has not adopted, amended, modified or
          terminated any bonus, profit-sharing incentive, severance, or other
          plan, contract, or commitment for the benefit of any of its partners,
          officers, and employees (or taken any such action with respect to any
          other Employee Benefit Plan), except with the prior written consent of
          the Parent or the Buyer;

                                      -18-

               (xvii)  has not made any other change in employment terms for any
          of its partners, officers, and employees;

               (xviii) has not made or pledged to make any charitable or other
          capital contribution;

               (xix)   has not suffered or experienced any other occurrence,
          event, incident, action, failure to act, or transaction outside the
          Ordinary Course of Business;

               (xx)    has not declared or paid any dividend or other
          distribution, whether in cash or other property, and with respect to
          the period from February 22, 2001, through the date hereof, has not
          declared or paid any dividend or other distribution, whether in cash
          or other property, except with the prior written consent of the Parent
          or the Buyer; and

               (xxi)   has not entered into a commitment to do any of the
          foregoing.

          (h)  Undisclosed Liabilities. The Company does not have 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 giving rise to any Liability), except for (i) Liabilities set forth
     on the face of the Financial Statements, (ii) Liabilities which have arisen
     after the date of the Financial Statements in the Ordinary Course of
     Business (none of which results from, arises out of, or was caused by any
     breach of contract, breach of warranty claims, product liability, tort,
     infringement, or violation of law), (iii) Liabilities which will arise from
     and after the date hereof in the Ordinary Course of Business under the
     Assumed Contracts, (iv) the Excluded Liabilities, and (v) Liabilities which
     are disclosed on Section 3(h) of the Company Disclosure Schedule
     ("Undisclosed Liabilities").

          (i)  Legal Compliance. The Company has complied with all applicable
     laws (including rules, regulations, codes, injunctions, judgments, orders,
     decrees, rulings, and charges thereunder) of federal, state, local, and
     foreign (including but not limited to Germany, The Netherlands, the
     European Union, and Singapore) governments (and all agencies thereof),
     which the failure to comply with which, individually or in the aggregate,
     will result in Adverse Consequences the costs of which will exceed $15,000,
     and no action, suit, proceeding, hearing, investigation, charge, complaint,
     claim, demand, or notice has been filed or commenced against the Company
     alleging any failure so to comply. The Company has duly filed all reports
     and returns required to be filed by it with governmental authorities and
     obtained all governmental permits and licenses and other governmental
     consents which are required in connection with the businesses and
     operations of the Company; all of such permits, licenses and consents are
     in full force and effect, and no proceedings for the suspension or
     cancellation of any of them are pending or threatened, except where any of
     the above would not have a material adverse effect on the Acquired Assets,
     the Assumed Liabilities, the Business or the Company. Notwithstanding the
     foregoing, the representations under Section 3(i) are not made with respect
     to any Taxes, labor matters, Company Plans or Environmental Laws and that
     the

                                      -19-

          representations and warranties with respect to compliance regarding
          Taxes, labor matters, Company Plans and Environmental Laws are made
          only in Sections 3(j), 3(x), 3(y), and 3(aa), respectively.

               (j)  Tax Matters.

                    (i)   The Company has filed all Tax Returns that it was
               required to file. All such Tax Returns were true, correct and
               complete in all material respects. All Taxes owed by the Company
               and with respect to the Business, the Partners (whether or not
               shown on any Tax Return) have been paid. The Company is not the
               beneficiary of any extension of time within which to file any Tax
               Return. No claim has ever been made by an authority in a
               jurisdiction where the Company does not file Tax Returns that the
               Company is or may be subject to taxation by that jurisdiction.
               There are no Security Interests on any of the assets of the
               Company that arose in connection with any failure (or alleged
               failure) to pay any Tax. The Company has not been a member of an
               Affiliated Group that has filed a "consolidated return" within
               the meaning of Code Section 1501, or has filed a combined or
               consolidated return with another entity with any other taxing
               authority.

                    (ii)  The Company 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) The Company is not currently under audit with respect
               to Taxes by any authority, and has not 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 either (A) claimed or raised by any authority in
               writing or (B) as to which the Company has Knowledge based upon
               personal contact with any agent or representative of such
               authority. Section 3(j) of the Company Disclosure Schedule lists
               all federal, state, local, and foreign (including but not limited
               to Germany, The Netherlands, the European Union, and Singapore)
               income Tax returns filed with respect to the Company for taxable
               periods ended on or after December 31, 1997, 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 true, correct and complete copies of all
               federal, state, and foreign income Tax Returns, examination
               reports, and statements of deficiencies assessed against or
               agreed to by the Company since December 31, 1997.

                    (iv)  The Company has not waived any statute of limitations
               in respect of Taxes or agreed to any extension of time with
               respect to a Tax assessment or deficiency.

                                      -20-

               (v)  The Company has not made any payments, is not obligated to
          make any payments, and is not a party to any agreement that could
          obligate it to make any payments that will not be deductible under
          Code Section 280G. The Company is not a party to any Tax allocation or
          sharing agreement. The Company (A) has not been a member of an
          Affiliated Group filing a consolidated federal income Tax Return or
          (B) has no Liability for the Taxes of any Person (other than the
          Company) under Treas. Reg. Section 1.1502-6 (or any similar provision
          of state, local, or foreign law), as a transferee or successor, by
          contract, or otherwise.

          (k)  Real Property. The Company does not own any real property.
     Section 3(k) of the Company Disclosure Schedule lists and describes briefly
     all real property leased to the Company (the "Leased Real Property"). The
     Company has delivered to the Buyer true, correct and complete copies of the
     leases for the Leased Real Property (as amended to date). With respect to
     each lease for Leased Real Property:

               (i)   the lease or sublease is legal, valid, binding,
          enforceable, and in full force and effect;

               (ii)  the Company is not, and to the Knowledge of the Company, no
          party to the lease or sublease is, in breach or default, and no event
          has occurred which, with notice or lapse of time, would constitute a
          breach or default or permit termination, modification, or acceleration
          thereunder;

               (iii) the Company has not, and to the Knowledge of the Company,
          no party to the lease or sublease has, repudiated any provision
          thereof;

               (iv)  there are no disputes, oral agreements, or forbearance
          programs in effect as to the lease;

               (v)   the Company has not assigned, transferred, conveyed,
          mortgaged, deeded in trust, or encumbered any interest in the
          leasehold; or

               (vi)  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.

          (l)  Intellectual Property.

               (i)   The Company owns, or has the right to use pursuant to
          written license, sublicense, agreement, or permission, all of the
          Intellectual Property necessary or used in the operation of the
          Business as presently conducted or as proposed to be conducted, and is
          not a party to any unwritten or implied licenses. The Partners and
          each officer, employee, or independent contractor of the Company has
          heretofore transferred to the Company all right, title and interest of
          such person in and to any Intellectual Property used or necessary for
          the operation

                                      -21-

          of the Business as presently conducted or as proposed to be conducted.
          Each item of Intellectual Property included among the Acquired Assets
          or owned or used by the Company or the Partners immediately prior to
          the Closing hereunder will be owned or available for use by the Buyer
          on identical terms and conditions immediately subsequent to the
          Closing hereunder. Except with respect to those Liabilities arising
          under those licenses, sublicenses, agreements, or permissions for
          Intellectual Property to which the Company is a party and which
          Intellectual Property is owned by a third party, as set forth on
          Section 3(l)(iv) of the Company Disclosure Schedule, the Company has
          no Liability to any Person with respect to the Intellectual Property,
          or with respect to the license, distribution, use, creation,
          development, design, implementation, or adaptation of the Intellectual
          Property to the Business.

               (ii)  Neither the Company nor with respect to the Business, the
          Partners, have interfered with, infringed upon, misappropriated, or
          otherwise come into conflict with any Intellectual Property rights of
          third parties, and neither the Company nor, with respect to the
          Business, the Partners, have ever received any charge, complaint,
          claim, demand, or notice alleging any such interference, infringement,
          misappropriation, or violation (including any claim that the Company
          or, with respect to the Business, the Partners, must license or
          refrain from using any Intellectual Property rights of any third
          party). To the Knowledge of the Company, no third party has interfered
          with, infringed upon, misappropriated, or otherwise come into conflict
          with any Intellectual Property rights of the Company.

               (iii) Section 3(l)(iii) of the Company Disclosure Schedule
          identifies each patent or registration which has been issued or
          transferred to the Company or the Partners with respect to any of the
          Intellectual Property, identifies each pending patent application or
          registration which the Company or the Partners has made with respect
          to any of the Intellectual Property, and identifies each license,
          agreement, or other permission which the Company or the Partners has
          granted to any third party with respect to any of the Intellectual
          Property. The Company has delivered to the Buyer true, correct and
          complete copies of all such patent, trademark and copyright
          registrations, applications, licenses, agreements, and permissions (as
          amended to date) and has made available to the Buyer true, correct and
          complete copies of all other written documentation evidencing
          ownership and prosecution (if applicable) of each such item. Section
          3(l)(iii) of the Company Disclosure Schedule also identifies each
          trade name or unregistered trademark used by the Company in connection
          with the Business. With respect to each item of Intellectual Property
          required to be identified in Section 3(l)(iii) of the Company
          Disclosure Schedule:

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

                                      -22-

                    (B) the item is not subject to any outstanding injunction,
               judgment, order, decree, ruling, or charge;

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

                    (D) except in the Ordinary Course of Business with respect
               to customers of the Company pursuant to those agreements set
               forth on the Company Disclosure Schedule, neither the Company
               nor, with respect to the Business, the Partners have ever agreed
               to indemnify any Person for or against any interference,
               infringement, misappropriation, or other conflict with respect to
               the item.

               (iv) Section 3(l)(iv) of the Company Disclosure Schedule
          identifies each item of Intellectual Property that any third party
          owns and that the Company uses or distributes pursuant to license,
          sublicense, agreement, or permission (but specifically excluding any
          off-the-shelf computer program that is validly and properly licensed
          under a shrink-wrap license). The Company has delivered to the Buyer
          true, correct and complete copies of all such licenses, sublicenses,
          agreements, and permissions (as amended to date). With respect to each
          item of Intellectual Property that any third party owns and that the
          Company uses pursuant to license, sublicense, agreement, or permission
          (specifically including, but not limited to, any off-the-shelf
          computer program that is validly and properly licensed under a
          shrink-wrap license):

                    (A) the license, sublicense, agreement, or permission
               covering the item is legal, valid, binding, enforceable, and in
               full force and effect;

                    (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;

                    (C) neither the Company nor, to the Knowledge of the
               Company, any other party to the license, sublicense, agreement,
               or permission, is in breach or default thereunder, 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) the Company has not, and to the Knowledge of the
               Company, no other party to the license, sublicense, agreement, or
               permission has, repudiated any provision thereof;

                                      -23-

                    (E)  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, threatened, which challenges the
               legality, validity, or enforceability of the underlying item of
               Intellectual Property; and

                    (H)  the Company has not granted any sublicense or similar
               right with respect to the license, sublicense, agreement, or
               permission.

          (m)  Software.

               (i)  Section 3(m)(i) of the Company Disclosure Schedule sets
          forth under the caption "Owned Software" a true, correct and complete
          list of all computer programs (source code or object code) which were
          developed for or on behalf of, or have been purchased by, the Company
          and which are currently used internally by the Company or which have
          been distributed by the Company and all computer programs under
          development by the Company but not currently distributed
          (collectively, the "Owned Software"), and Section 3(m)(i) of the
          Company Disclosure Schedule sets forth under the caption "Licensed
          Software" a true, correct and complete list of all computer programs
          (source code or object code) licensed to the Company by another person
          which are currently used internally by the Company or which have been
          distributed by the Company, whether as integrated or bundled with any
          Owned Software or as a separate stand-alone product (specifically
          excluding any off-the-shelf computer program that is validly and
          properly licensed under a shrink-wrap license) (collectively, the
          "Licensed Software" and, together with the Owned Software, the
          "Software").

               (ii) The Company has good, marketable and exclusive title to, and
          the valid and enforceable power and unqualified right to sell,
          license, lease, transfer, use, create derivative works of, or
          otherwise exploit, all versions and releases of the Owned Software and
          all copyrights thereof, free and clear of all Security Interests. The
          Company is in actual possession of the source code and object code for
          each computer program included in the Owned Software, and the Company
          is in possession of all other documentation, including without
          limitation all related engineering specifications, program flow
          charts, installation and user manuals, and know-how necessary for the
          effective use of the Software as currently used in, or in development
          in, the Company's business or as offered or represented to the
          Company's customers or potential customers. The Company is in actual
          possession of the object code and user manuals for each computer
          program included in the Licensed Software. The Software constitutes
          all of the computer programs necessary to conduct the Business as now
          conducted, and includes all of

                                      -24-

          the computer programs licensed or offered for license to the Company's
          customers and potential customers or otherwise under development, or
          used in the development, marketing, licensing, sale or support of the
          products and the services presently offered by the Company. Except
          pursuant to licenses or sublicenses granted by the Company to its
          customers in the Ordinary Course of Business, no person other than the
          Company has any right or interest of any kind or nature in or with
          respect to the Owned Software or any portion thereof or any rights to
          sell, license, lease, transfer, use or otherwise exploit the Owned
          Software or any portion thereof. Except with respect to those
          Liabilities arising under those licenses, sublicenses, agreements, or
          permissions for Licensed Software to which the Company is a party, as
          set forth on Section 3(m)(i) of the Company Disclosure Schedule, the
          Company has no Liability to any Person with respect to the Software,
          or with respect to the license, distribution, use, creation,
          development, design, implementation, or adaptation of the Software to
          the Business.

               (iii) Section 3(m)(iii) of the Company Disclosure Schedule sets
          forth a true, correct and complete list, by computer program, of (A)
          all persons other than the Company and its current and former
          employees that have been provided with the source code or have a right
          to be provided with the source code (including any such right that may
          arise after the occurrence of any specified event or circumstance,
          either with or without the giving of notice or passage of time or
          both) for any of the Owned Software, and (B) all source code escrow
          agreements relating to any of the Owned Software (setting forth as to
          any such escrow agreement the source code subject thereto and the
          names of the escrow agent and all other persons who are actual or
          potential beneficiaries of such escrow agreement), and identifies with
          specificity all agreements and arrangements pursuant to which the
          execution, delivery and performance of this Agreement or the
          consummation of the transactions contemplated hereby would entitle any
          third party or parties to receive possession of the source code for
          any of the Owned Software or any related technical documentation.
          Except as set forth on Section 3(m)(iii) of the Company Disclosure
          Schedule, no Person (other than the Company and its current and former
          employees) is in possession of, or has or has had access to, any
          source code for any computer program included in the Owned Software.

               (iv)  Except as set forth on Section 3(m)(iv) of the Company
          Disclosure Schedule, there are no defects in any computer program
          included in the Software, which Software is (i) currently used
          internally by the Company, (ii) currently being distributed by the
          Company, or (iii) under development by the Company but not currently
          distributed, that could reasonably be expected to adversely affect, in
          any material way, the functioning thereof in accordance with any
          published specifications therefor or in accordance with any warranties
          given with respect thereto. Without limiting the generality of the
          foregoing, all of the Software has the following properties and
          capabilities: (A) the capability to correctly recognize and accurately
          process dates expressed as a four-digit number (or the binary
          equivalent or other machine-readable iteration thereof) (collectively,
          "Four-Digit

                                      -25-

          Dates"); (B) the capability to accurately execute calculations using
          Four-Digit Dates; (C) the functionality (both on-line and batch),
          including entry, inquiry, maintenance and update, to support
          processing involving Four-Digit Dates; (D) the capability to generate
          interfaces and reports that support processing involving Four-Digit
          Dates; (E) the capability to provide correct results in forward and
          backward data calculations spanning century boundaries, including the
          conversion of pre-2000 dates currently stored as two-digit dates; and
          (F) the capability to correctly recognize leap years, including the
          year 2000, and to properly process date calculations involving or
          spanning leap years. Each computer program included in the Software is
          in machine readable form and contains all current revisions. Section
          3(m)(iv) of the Company Disclosure Schedule sets forth a true, correct
          and complete list of current claims of defects by customers of the
          Company under warranties or support and maintenance agreements.
          Section 3(m)(iv) of the Company Disclosure Schedule sets forth a true,
          correct and complete list of and brief description of the status of,
          any current developments or efforts with respect to the Owned
          Software, including without limitation, the development of new
          computer programs or enhancements or revisions to existing computer
          programs included in the Owned Software and software fixes in progress
          for any person to whom or which the Company has sold, licensed,
          leased, transferred, or otherwise furnished Software or related
          products or services.

               (v)   Except as set forth on the Company Disclosure Schedule,
          none of the sale, license, lease, transfer, use, reproduction,
          distribution, modification or other exploitation by the Company of any
          version or release of any computer program included in the Software
          obligates or will obligate the Company to pay any royalty, fee, or
          other compensation to any other person.

               (vi)  Except as set forth on Section 3(m)(vi), the Company does
          not market, nor has the Company marketed, and the Company has not
          supported or is obligated to support, any Licensed Software
          independent of the Owned Software.

               (vii) Except as specified in Section 3(m)(vii) of the Company
          Disclosure Schedule: (A) no agreement, license or other arrangement
          pertaining to any of the Software (including, without limitation, any
          development, distribution, marketing, use or maintenance agreement,
          license or arrangement) to which the Company is a party will terminate
          or become terminable by any party thereto as a result of the
          execution, delivery or performance of this Agreement or the
          consummation of the transactions contemplated hereby; and (B) all
          licenses covering Licensed Software are of perpetual duration (subject
          to provisions allowing the Company to terminate and provisions
          allowing the respective licensors to terminate in the event of a
          breach by the Company).

          (n)  No Infringement. Neither the existence nor the sale, license,
     lease, transfer, use, reproduction, distribution, modification or other
     exploitation by the Company or any of its successors or assigns of any
     Intellectual Property (and, to the Knowledge of the Company, the Licensed
     Software), as such Intellectual Property, as the case may be, is or was, or
     is currently contemplated to be sold, licensed, leased,

                                      -26-

     transferred, used or otherwise exploited by such persons, does, did or will
     (A) infringe on any patent, trademark, copyright or other intellectual
     property right of any other third party, (B) constitute a misuse or
     misappropriation of any trade secret, know-how, process, proprietary
     information or other right of any other person or a violation of any
     relevant agreement governing the license of the Licensed Software to the
     Company, or (C) entitle any other person to any interest therein, or right
     to compensation from the Company or any of its successors or assigns, by
     reason thereof. The Company has not received any complaint, assertion,
     threat or allegation or otherwise has notice of any lawsuit, claim, demand,
     proceeding, or investigation involving matters of the type contemplated by
     the immediately preceding sentence or has Knowledge of any facts or
     circumstances that could reasonably be expected to give rise to any such
     lawsuit, claim, demand, proceeding or investigation. Except with respect to
     Intellectual Property which is licensed by the Company from third parties,
     there are no restrictions on the ability of the Company or any of its
     successors or assigns to sell, license, lease, transfer, use, reproduce,
     distribute, modify or otherwise exploit any Intellectual Property.

          (o)  Tangible Assets. The Company owns or leases all of the tangible
     assets which are Acquired Assets, including but not limited to all such
     buildings, machinery, equipment, and other tangible assets, used in the
     conduct of the Business as presently conducted. Each such Acquired 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 purposes for
     which it presently is used. The Acquired Assets constitute all of the
     tangible assets used in the conduct of the Business as presently conducted.

          (p)  Inventory. The inventory of the Company 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, subject to any reserves therefor in
     the Financial Statements and none of which is slow moving (except for parts
     and components on hand for servicing products already sold), obsolete,
     damaged, or defective in excess of any reserves therefor on the Financial
     Statements.

          (q)  Contracts. Section 3(q) of the Company Disclosure Schedule lists
     the following contracts and other agreements, written or oral, to which the
     Company 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) 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 will result in a loss
          to the Company, or which involves consideration, in excess of $15,000;

                                      -27-

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

               (iv)   any agreement (or group of related agreements) under which
          the Company has created, incurred, assumed, or guaranteed any
          Indebtedness, under which the Company has imposed a Security Interest
          on any of its respective assets, tangible or intangible;

               (v)    any agreement concerning confidentiality or
          noncompetition;

               (vi)   any agreement pursuant to which the Company licenses other
          persons to use any of the Software or has agreed to support, maintain,
          upgrade, enhance, modify, port, or consult with respect to any of the
          Software, or pursuant to which other persons license the Company to
          use the Licensed Software;

               (vii)  any agreement by which the Company has agreed to design,
          develop, author or create any new custom, or customized software for
          any third party;

               (viii) any agreement involving the Partners to which the Company
          is a party;

               (ix)   any profit sharing, stock option, stock purchase, stock
          appreciation, deferred compensation, severance, or other plan or
          arrangement for the benefit of the Company's current or former
          partners, officers, and employees;

               (x)    any agreement (A) for the employment of any individual on
          a full-time, part-time, consulting, or other basis providing annual
          compensation in excess of $15,000 or (B) providing severance benefits;

               (xi)   any agreement under which the Company has advanced or
          loaned any amount to any of its partners, officers, and employees; or

               (xii)  any other agreement (or group of related agreements) the
          performance of which involves consideration in excess of $15,000.

     The Company has delivered to the Buyer a true, correct and complete copy of
     each written agreement listed in Section 3(q) of the Company Disclosure
     Schedule (as amended to date) and a written summary setting forth the terms
     and conditions of each oral agreement referred to in Section 3(q) of the
     Company Disclosure Schedule. With respect to each such agreement: (A)
     assuming the due authorization, valid execution and delivery thereof by the
     other Persons thereto, the agreement is legal, valid, binding, enforceable,
     and in full force and effect, subject to applicable bankruptcy, insolvency,
     fraudulent conveyance or transfer, reorganization, arrangement, moratorium
     or other similar laws from time to time affecting creditor's rights
     generally; (B) to the Knowledge of the Company, and except as set forth on
     Section 3(c) of the Company Disclosure Schedule, the agreement will
     continue to be legal, valid, binding, enforceable, and in full force and
     effect on identical terms following the consummation of the transactions

                                      -28-

     contemplated hereby, subject to applicable bankruptcy, insolvency,
     fraudulent conveyance or transfer, reorganization, arrangement, moratorium
     or other similar laws from time to time affecting creditor's rights
     generally; (C) the Company is not, and to the Knowledge of the Company, no
     other party is, in material breach or default, and no event has occurred
     which with notice or lapse of time would constitute a material breach or
     default, or permit termination, modification, or acceleration, under the
     agreements; (D) no party has repudiated any provision of the agreement; and
     (E) such agreement does not prohibit or require consent in the event of a
     change of control of the Company. With respect to each customer order
     listed in Section 3(q) of the Company Disclosure Schedule, the Company does
     not have any Knowledge of any basis for cancellation thereof.

          (r)  Notes and Accounts Receivable. The notes and accounts receivable
     of the Company included among the Acquired Assets are reflected properly on
     the books and records of the Company and are valid receivables subject to
     no setoffs or counterclaims; and all of such notes and accounts receivable
     will be collectable when due, subject only to the reserve for bad debts set
     forth on the face of the Financial Statements dated as of March 31, 2001.

          (s)  Powers of Attorney. Except as set forth on Section 3(s) of the
     Company Disclosure Schedule, there are no outstanding powers of attorney
     executed on behalf of the Company.

          (t)  Insurance. Section 3(t) of the Company Disclosure Schedule sets
     forth the following information with respect to each insurance policy
     (including policies providing property, casualty, liability, and workers'
     compensation coverage and bond and surety arrangements) to which the
     Company has been a party, a named insured, or otherwise the beneficiary of
     coverage at any time within the past three (3) years:

               (i)   the name, address, and telephone number of the agent;

               (ii)  the name of the insurer, the name of the policyholder, and
          the name of each covered insured;

               (iii) the policy number and the period of coverage;

               (iv)  the scope (including an indication of whether the coverage
          was on a claims made, occurrence, or other basis) and amount
          (including a description of how deductibles and ceilings are
          calculated and operate) of coverage; and

               (v)   a description of any retroactive premium adjustments or
          other loss-sharing arrangements.

     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

                                      -29-

     conveyance or transfer, reorganization, arrangement or moratorium or other
     similar laws from time to time affecting creditor's rights generally; (B)
     the Company is not and, to the Knowledge of the Company, no other party to
     the policy, is 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(t) of the Company Disclosure Schedule describes any
     self-insurance arrangements affecting the Company.

          (u)  Litigation. The Company (i) is not subject to any outstanding
     injunction, judgment, order, decree, ruling, or charge and (ii) is not a
     party nor, to the Knowledge of the Company, 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.

          (v)  Product Warranty. Each product manufactured, sold, leased, or
     delivered by the Company or service provided by the Company has been in
     conformity with all of their applicable contractual commitments and express
     and implied warranties, and the Company does not have any Liability with
     respect to such products manufactured, sold, leased, or delivered (and
     there is no Basis for any present or future action, suit, proceeding,
     hearing, investigation, charge, complaint, claim, or demand against it
     giving rise to any Liability), except for Product Warranty Claims for which
     adequate reserves are set forth on the Financial Statements. Except as
     otherwise may be provided by applicable law, no product manufactured, sold,
     leased, or delivered by the Company is subject to any guaranty, warranty,
     or other indemnity beyond the applicable standard terms and conditions of
     sale or lease. Section 3(v) of the Company Disclosure Schedule includes
     copies of the standard terms and conditions of sale or lease for the
     Company (containing applicable guaranty, warranty, and indemnity
     provisions).

          (w)  Product Liability. There are no existing or, to the Knowledge of
     the Company, threatened, claims against the Company 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 which could result in Liability to the Company, and the Company
     does not have any Knowledge of a Basis for any such claim.

          (x)  Employees. Section 3(x) of the Company Disclosure Schedule sets
     forth (A) the name, and (B) the current annual salary (or hourly wage),
     including any bonus or commitment to pay any other amount or benefit in
     connection with a termination of employment, if applicable, of all present
     employees, consultants, and independent contractors employed by the
     Company. To the Knowledge of the Company, no executive, key employee, or
     group of employees has any plans to terminate employment with the Company.
     The Company is not a party to or bound by any collective bargaining
     agreement, nor has the Company experienced any strikes, grievances, claims
     of unfair labor practice. The Company does not have any Knowledge of any
     organizational effort presently being made or threatened by or on behalf of
     any labor union with respect to its employees. There is no claim
     outstanding or, to the Knowledge of the Company,

                                      -30-

     threatened, or any Basis for a claim respecting employment of any past or
     present employee of the Company including, without limitation, claims of
     personal injury (unless fully covered by worker's compensation, liability
     or indemnity insurance) discrimination, wage, hours or similar laws or
     regulations. There are no written employment or similar agreements for a
     fixed term between any employee of the Company and the Company; each
     employee of the Company is an at-will employee.

          (y)  Employee Benefits.

               (i)   No other corporation, trade, business, or other entity,
          would, together with the Company, constitute a single employer within
          the meaning of Code Section 414.

               (ii)  Section 3(y) of the Company Disclosure Schedule contains a
          true and complete list of all of the Employee Benefit Plans which are
          presently in effect at any time within the preceding three (3) years,
          or which have previously been in effect for the benefit of current or
          former employees, officers, partners or consultants of the Company
          (the "Company Plans"). All Company Plans established or maintained
          outside of the United States primarily for the benefit of persons
          substantially all of whom are nonresident aliens are referred to
          herein as "Foreign Plans" and all other Company Plans are referred to
          herein as "US Plans".

               (iii) Each US Plan has been established, maintained, funded, and
          administered in all material respects in accordance with its terms and
          any applicable provisions of law, and is in compliance in all material
          respects with the applicable provisions of United States law. The
          Company does not have any Foreign Plans.

               (iv)  No actions, suits or claims (other than routine claims for
          benefits in the ordinary course) are pending or, to the Knowledge of
          the Company, threatened, with respect to any Company Plan and no event
          or condition exists or may be reasonably expected to occur which would
          result in the Company having any liability in respect of any Company
          Plan not reflected on the Financial Statements.

               (v)   The Company has no past, present or future obligation or
          liability to contribute to any multiemployer plan as defined in ERISA
          Section 3(37).

               (vi)  With respect to the Company Plans which provide group
          health benefits to employees of the Company and are subject to the
          requirements of Code Section 4980B and Part 6, Subtitle B of Title I
          of ERISA ("COBRA"), such group health plan has been administered in
          every material respect in accordance with its governing documents and
          COBRA and with the group health plan requirements of Subtitle K,
          Chapter 100 of the Code and ERISA Sections 701 et. seq.

               (vii) With respect to employee benefit matters generally:

                                      -31-

                     (A) neither the Company nor any person, firm or corporation
               which is or has been under common control of the Company within
               the meaning of Section 4001(b) of ERISA, maintains or contributes
               to or has ever maintained or contributed to any Employee Benefit
               Plan subject to Title IV of ERISA or Code Section 412;

                     (B) the consummation of the transactions contemplated
               hereby will not accelerate or increase any Liability under any of
               the Company Plans because of an acceleration or increase of any
               of the rights or benefits to which Company Plan participants or
               beneficiaries may be entitled thereunder; and

                     (C) the Company does not have any obligation to any retired
               or former employee or any current employee of the Company upon
               retirement or termination of employment under any Company Plans,
               other than such obligations imposed by COBRA.

          (z)  Guaranties. The Company is not a guarantor or otherwise liable
     for any Liability or obligation (including Indebtedness) of any other
     Person.

          (aa) Environment, Health, and Safety.

               (i)   The Company has complied with all Environmental, Health,
          and Safety Laws, the failure to comply with which could result in
          Adverse Consequences in an amount in excess of $15,000 individually or
          in the aggregate, and no action, suit, proceeding, hearing,
          investigation, charge, complaint, claim, demand, or notice has been
          filed or commenced against the Company alleging such failure.

               (ii)  The Company does not have any Liability (and the Company
          has not handled, used, stored, treated, recycled or disposed of any
          Hazardous Substance, arranged for the disposal of any Hazardous
          Substance, exposed any employee or other individual to any Hazardous
          Substance or condition, or owned or operated any property or facility
          in any manner that could form the Basis for any present or future
          action, suit, proceeding, hearing, investigations, charge, complaint,
          claim or demand giving rise to any Liability) for penalties,
          investigations of or damage to any site, location, body of water
          (surface or subsurface), or other natural resources, 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 and
          in the past have been free of any amounts of asbestos, PCB's,
          methylene chloride, trichlorethylene, 1,2-trans-dichloroethylene,
          dioxins, dibenzofurans, and Extremely Hazardous Substances, the
          presence of which could result in Adverse Consequences.

                                      -32-

               (bb) Certain Business Relationships with the Company. Except as
          set forth on Section 3(bb) of the Company Disclosure Schedule, none of
          the Partners or their current or former spouses, children, parents,
          grandparents, cousins, or other relatives, has been involved directly
          or indirectly in any business arrangement or relationship with the
          Company within the past thirty-six (36) months, and no Partner owns
          any Acquired Asset or any other asset, tangible or intangible, which
          is used in the Business.

               (cc) Disclosure. The representations and warranties contained in
          this Section 3 (including the Company Disclosure Schedule) do 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 Section 3 not misleading. In connection with the
          Buyer's investigation of the Acquired Assets and the Business, the
          Buyer has received from the Company and the General Partner certain
          estimates, projections and other forecasts, plans and budgets for the
          Business. The Company and the General Partner make no representation
          or warranty with respect to any estimates, projections, forecasts,
          plans or budgets referred to in this Section 3(cc).

     4.   Representations and Warranties of the Parent and the Buyer.

     Parent and Buyer, jointly and severally, represent and warrant to the
Company that the statements contained in this Section 4 are true, correct and
complete as of the date hereof, and will be true, correct and complete as of the
Closing Date.

          (a)  Organization of the Parent and the Buyer. Each of the Parent and
     the Buyer is a corporation duly organized, validly existing, and in good
     standing under the laws of the jurisdiction of its 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 Parent and Buyer has full
     corporate power and authority to execute and deliver this Agreement and to
     perform its obligations hereunder. This Agreement constitutes the valid and
     legally binding obligation of Parent and Buyer, enforceable in accordance
     with its terms and conditions. Parent and Buyer need not give any notice
     to, make any filing with, or obtain any authorization, consent, or approval
     of any government or 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
     will violate any constitution, state, regulation, rule, injunction,
     judgment, order, decree, ruling, charge, or other restriction of any
     government, governmental agency, or court to which Parent or Buyer is
     subject, or any provision of any of their articles or certificate of
     incorporation or bylaws, as the case may be.

          (d)  Broker's Fees. Neither Parent nor Buyer has incurred 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 for which the Company or the Partners could become liable or
     obligated.

                                      -33-

          (e)  Disclosure. To the Knowledge of Parent and Buyer, the
     representations and warranties contained in this Section 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 Section 4 not
     misleading.

          (f)  Financial Ability. At the Closing on the Closing Date, the Buyer
     shall have the funds necessary to purchase the Acquired Assets and
     consummate the transactions contemplated hereby.

     5.   Conditions to Obligation to Close.

          (a)  Conditions to Obligation of Parent and Buyer. The obligation of
     Parent and Buyer to consummate the transactions to be performed by it in
     connection with the Closing is subject to satisfaction of the following
     conditions:

               (i)   the Company and the General Partner shall have performed
          and complied with all of their covenants under Section 6 hereof in all
          material respects through the date hereof;

               (ii)  the Company shall have procured all of the third party
          consents specified on Exhibit C hereto;
                                ---------

               (iii) no action, suit, or proceeding shall be pending as of the
          date hereof or, to the Knowledge of the Company, threatened as of the
          date hereof, before any court or quasi-judicial or administrative
          agency of any federal, state, local, or foreign (including but not
          limited to Germany, The Netherlands, the European Union, and
          Singapore) 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 Company and the General Partner shall have delivered to
          the Parent and the Buyer a certificate, executed by the Company and
          the General Partner, to the effect that the conditions specified above
          in Section 5(a)(i)-5(a)(iii) have been satisfied in all respects as of
          the date hereof;

               (v)   each of the Company, the General Partner, Michael P.
          Galvin, the Michael P. Galvin 1994 Trust, Sam Steppel, Step-L
          Ventures, and Doug Paxson shall have each entered into a
          Noncompetition and Assignment of Inventions Agreement with a term
          equal to two (2) years, and each of Scott Ireland, Dean Sequera, John
          Schmitz, and Bill Shotts shall have each entered into a Noncompetition
          and Assignment of Inventions Agreement with a term equal to eighteen
          (18) months (each a "Noncompetition and Assignment of Inventions
          Agreement"), in form and substance as set forth in Exhibit D attached
                                                             ---------
          hereto, and the same shall be in full force and effect;

                                      -34-

               (vi)   each of the Company, the General Partner, Michael P.
          Galvin, the Michael P. Galvin 1994 Trust, Sam Steppel, Step-L
          Ventures, Doug Paxson, Scott Ireland, Dean Sequera, John Schmitz, and
          Bill Shotts shall have executed and delivered to the Parent and the
          Buyer a release agreement (each, a "Release Agreement") in form and
          substance as set forth on Exhibit E hereto;
                                    ---------

               (vii)  each of Doug Paxson, Scott Ireland, Dean Sequera, John
          Schmitz, and Bill Shotts shall have entered into an Employment
          Agreement with the Buyer (each, an "Employment Agreement") in form and
          substance as set forth on Exhibit F hereto, and the same shall be in
                                    ---------
          full force and effect;

               (viii) each of the Company, the General Partner, the Parent, the
          Buyer, and the Escrow Agent shall have entered into the Escrow
          Agreement;

               (ix)   the General Partner shall have caused the Company and the
          General Partner to prepare and deliver to Buyer all documents and
          instruments necessary to amend the Certificate of Limited Partnership
          of the Company, and the Articles of Incorporation of the General
          Partner, or such other similar governing documents, to change their
          respective names to a name which does not contain the words "Media
          Cybernetics" or any substantially similar words;

               (x)    The Company shall have satisfied all obligations owed to
          its creditors necessary to permit the Buyer to obtain clear title to
          the Acquired Assets or, in the alternative, shall have obtained payoff
          letters from such creditors, in form and substance satisfactory to the
          Parent and the Buyer, which contain payoff information with respect to
          the satisfaction of such obligations, and provided such payoff letters
          to the Buyer;

               (xi)   the Company and the General Partner shall have executed
          and delivered to the Buyer such instruments and documents as may be
          requested by Buyer or Parent in order to complete the transfer of the
          Acquired Assets and the Assumed Liabilities to the Buyer, including
          without limitation, a bill of sale and assignment and assumption
          agreement, a copyright assignment, a trademark assignment, and a
          patent assignment, each in form and substance satisfactory to the
          Parent and the Buyer;

               (xii)  the Parent and the Buyer shall have received from counsel
          to the Company and the General Partner opinions with respect to the
          Company, the General Partner, and the transactions contemplated hereby
          in form and substance as set forth in Exhibit G attached hereto,
                                                ---------
          addressed to the Parent and the Buyer, and dated as of the Closing
          Date;

               (xiii) each of the Buyer and the Company shall have received the
          consent and estoppel of 8484 Georgia Avenue, L.L.C., in form and
          substance satisfactory to the Parent and the Buyer, with respect to
          the Leased Real Property located at 8484 Georgia Avenue, Silver
          Spring, Maryland;

                                      -35-

                        (xiv) the General Partner shall have conveyed, assigned,
                and delivered to the Company any asset used by the Company in
                the Business which constitutes an Acquired Asset, and any
                liability of the Company which constitutes an Assumed Liability,
                owned by the General Partner, or licensed by the General Partner
                to the Company;

                        (xv)  the Company shall have delivered to Parent and
                Buyer a certificate of the Secretary of the General Partner of
                the Company as to the incumbency of its officers, a copy of a
                certificates evidencing the good standing of the Company in each
                of Delaware, Maryland, and California, each dated no more than
                fifteen (15) days prior to the date hereof, a copy of the
                certificate of limited partnership and the agreement of limited
                partnership of the Company, and a copy of the resolutions
                adopted by the General Partner of the Company with respect to
                the transactions contemplated by this Agreement; and

                        (xvi) the Company and the General Partner shall have
                executed and delivered a funds flow and settlement statement
                reflecting the transactions contemplated by this Agreement.

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

                (b)     Conditions to Obligation of the Company and the General
        Partner. The obligation of the Company and the General Partner to
        consummate the transactions to be performed by them in connection with
        the Closing is subject to satisfaction of the following conditions:

                        (i)   Parent and Buyer shall have performed and complied
                with all of their covenants under Section 6 hereof in all
                material respects through the date hereof;

                        (ii)  no action, suit, or proceeding shall be pending as
                of the date hereof or, to the knowledge of the Parent or the
                Buyer, threatened as of the date hereof, before any court or
                quasi-judicial or administrative agency of any federal, state,
                local, or foreign (including but not limited to Germany, The
                Netherlands, the European Union, and Singapore) 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);

                        (iii) the Parent and the Buyer shall have delivered to
                the Company a certificate to the effect that the conditions
                specified above in Section 5(b)(i)-5(b)(ii) have been satisfied
                in all respects as of the date hereof;

                                      -36-

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

                        (v)   each of the Parent and the Buyer shall have
                delivered to the Company a certificate of the Secretary of the
                Parent and the Buyer, respectively, as to the incumbency of each
                of their officers, a copy of the certificates evidencing the
                incorporation and good standing of the Parent and the Buyer, a
                copy of the certificate of incorporation and bylaws of the
                Parent and the Buyer, respectively, and a copy of the
                resolutions adopted by the board of directors of the Parent and
                the Buyer, respectively, with respect to the transactions
                contemplated by this Agreement.

        The Company may waive any condition specified in this Section 5(b) if
it executes a writing so stating at or prior to the Closing.

        6.      Pre-Closing Covenants.

        The Parties agree as follows with respect to the period prior to the
Closing:

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

                        (i)   afford the Buyer and its representatives
                (collectively, "Buyer's Advisors") reasonable access to the
                Company and its 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 Business of the Company. Between the
        date hereof and the Closing Date, the Company and the General Partner
        will, and the Company will cause its representatives to:

                        (i)   conduct the Business only in the Ordinary Course
                of Business, or otherwise with the written consent of the Buyer;

                        (ii)  use their commercially reasonable efforts to
                preserve intact the current business organization of the
                Company, keep available the services of the current officers,
                employees, and agents of the Company, maintain the relations

                                      -37-

                and good will with suppliers, customers, landlords, creditors,
                employees, agents, and others having business relationships with
                the Company, and maintain such amount of working capital
                necessary for the Company to conduct the Business in the
                Ordinary Course of Business; and

                        (iii) confer with the Buyer concerning operational
                matters of a material nature and, as reasonably requested by the
                Parent or the Buyer, 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 General Partner will not, 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 as of the date hereof of any of the
        representations and warranties of the Company set forth in this
        Agreement as of the date hereof, or which would cause or result in a
        breach of any covenants of the Company and the General Partner set forth
        in this Agreement, including, without limitation, any action specified
        in Section 3(g) of this Agreement.

                        (i)   Without limiting the generality of the foregoing,
                the Company and the General Partner agree that, between the date
                of this Agreement and the Closing Date, the Company shall not,
                and the General Partner shall cause the Company not to, take any
                of the following actions without the prior written consent of
                the Buyer or the Parent:

                              (A)   amend the certificate of limited partnership
                        or agreement of limited partnership of the Company,
                        except such amendments filed, or to be filed, and
                        actions taken, or to be taken, in connection with the
                        change of name of the Company as contemplated by this
                        Agreement; except with respect to employees of the
                        Company in the Ordinary Course of Business, make any
                        change in their authorized, issued or outstanding
                        partnership interests or any other equity security of
                        the Company; except with respect to employees of the
                        Company in the Ordinary Course of Business, issue, sell,
                        pledge, assign or otherwise encumber or dispose of, or
                        purchase, redeem or otherwise acquire, any of the
                        partnership interests or other equity securities of the
                        Company or enter into any agreement, call or commitment
                        of any character so to do; grant or issue any option or
                        warrant relating to, right to acquire, or security
                        convertible into, partnership interests or other equity
                        security of the Company; except with respect to
                        employees of the Company in the Ordinary Course of
                        Business, purchase, redeem, retire or otherwise acquire
                        any shares of, or any security convertible into,
                        partnership interests or other equity security of the
                        Company, or agree to do any of the foregoing set forth
                        in this Section 6(c)(i)(A);

                                      -38-

                              (B)   acquire, directly or indirectly,
                        substantially all of the assets of, or a controlling
                        equity interest in, any corporation or other entity, or
                        enter into any commitment to do the same;

                              (C)   enter into any agreement, commitment or
                        similar transaction with the Partners;

                              (D)   enter into any employment contract or
                        collective bargaining agreement, written or oral, or
                        modify the terms of any existing such contract or
                        agreement, except in the Ordinary Course of Business;

                              (E)   grant any increase in the base compensation
                        of any of their partners, officers, and employees,
                        except in the Ordinary Course of Business;

                              (F)   adopt, amend, modify, or terminate any
                        bonus, profit-sharing, incentive, severance, or other
                        plan, contract, or commitment for the benefit of any of
                        their partners, officers, and employees (or take any
                        such action with respect to any other Company Plan); and

                              (G)   make any other change in employment terms
                        for any of their partners, officers, and employees,
                        except in the Ordinary Course of Business.

                        (ii)  Without limiting the generality of the foregoing,
                the Company and the General Partner agree that, between the date
                hereof and the Closing Date, the Company shall not, and the
                General Partner shall cause the Company not to, take any of the
                following actions without the prior written consent of the Buyer
                or the Parent:

                              (A)   Except with respect to a dividend or other
                        distribution which shall not exceed that amount of net
                        income (as defined in accordance with GAAP) of the
                        Company from June 1, 2001, through the close of business
                        on June 30, 2001, propose, declare, set aside or pay any
                        dividend or other distribution in respect of any of its
                        partnership interests (including, without limitation,
                        any sort of dividend or distribution, or any payment of
                        Indebtedness of the Company owed to the Partners);

                              (B)   incur any Indebtedness, other than normal,
                        Ordinary Course of Business trade payables and accruals;

                              (C)   enter into any agreement (or group of
                        related agreements) outside of the Ordinary Course of
                        Business, or which by its (or their) terms contemplate
                        performance over more than one (1) year, or which
                        involve the payment of more than $50,000; and

                                      -39-

                              (D)   commit to or expend funds for any capital
                        expenditure in excess of $50,000.

                (d)     No Merger or Solicitation.

                        (i)   The Company shall not, nor authorize or permit any
                of its officers, partners or employees or any investment banker,
                financial advisor, attorney, accountant or other representative
                or agent retained by them, 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, 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 the Partners, any executive officer of the Company,
                or any investment banker, attorney or other advisor or
                representative of the Company, whether or not such Person is
                purporting to act on behalf of the Company or otherwise, shall
                be deemed to be a breach of this Section 6(d) by the Company and
                the General Partner.

                        (ii)  Neither the General Partner 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 the General Partner 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.

                (e)     Satisfaction of Obligations to Creditors. At or prior to
        the Closing Date, the Company shall satisfy any and all obligations of
        the Company owed to its creditors necessary to permit Buyer to obtain
        clear title to the Acquired Assets, and evidence of the same shall be
        delivered by the Company to the Parent and the Buyer.

                (f)     Assignment of Company Assets Held by the General
        Partner. Prior to the Closing, the General Partner shall convey, assign,
        and deliver to the Company any asset used by the Company in the Business
        which constitutes an Acquired Asset, and any liability of the Company
        which constitutes an Assumed Liability, which prior to the Closing was
        owned by the General Partner, or licensed by the General Partner to the
        Company.

                                      -40-

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, the Company,
the General Partner, 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 General Partner acknowledge and agree
that from and after the Closing, except as specifically set forth in this
Agreement, the Buyer will have the right to possession of all documents, books,
records (including Tax records), agreements, and financial data of any sort
relating to the Acquired Assets and the Assumed Liabilities; provided, however,
that the General Partner shall have the right to obtain access to such
documents, books, records (including Tax records), agreements, and financial
data to the extent related to the period prior to the Closing and make
photocopies thereof for a proper purpose, such as in connection with the
preparation of its 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 Business, the Buyer, the Company or the
General Partner, 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 reasonably 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 Section 8 below).

        (c)     Transition. The Company and the General Partner will use its
commercially reasonable 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 from maintaining the same
business relationships with the Parent and the Buyer after the Closing as it
maintained with the Company prior to the Closing.

        (d)     Confidentiality. The Company and the General Partner will, and
will cause the Partners to, treat and hold as confidential all of the
Confidential Information, refrain from using any of the Confidential Information
and deliver promptly to the Buyer or destroy, at the request and option of the
Buyer, all tangible embodiments (and all copies) of the Confidential Information
which are in his, her, or its possession. In the event that the Company or any
Partner is requested or required (by oral question or request for information or
documents in any legal proceeding, interrogatory, subpoena, civil investigative
demand, or similar process) to disclose any Confidential Information,

                                      -41-

the Company or the General Partner will notify the Buyer promptly of the request
or requirement so that the Buyer may seek an appropriate protective order or
waive compliance with the provisions of this Section 7(d). If, in the absence of
a protective order or the receipt of a waiver hereunder, the Company or such
Partner is, on the advice of counsel, compelled to disclose any Confidential
Information to any tribunal or else stand liable for contempt, the Company or
such Partner may disclose the Confidential Information to the tribunal;
provided, however, that the Company or the General Partner shall, and shall
cause the Partners to, use its commercially reasonable efforts to obtain, at the
reasonable request of the Buyer and at the Buyer's sole expense, an order or
other assurance that confidential treatment will be accorded to such portion of
the Confidential Information required to be disclosed as the Buyer shall
designate.

     (e) Tax Matters. With respect to the transactions contemplated by this
Agreement, Parent, Buyer, the Company, and the General Partner will provide each
other with such cooperation and information as either of them may reasonably
require of the other in connection with the filing of any Tax Return, including
Tax Returns relating to the application of the successor employer rules for
payroll Tax purposes contained in Code Sections 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. Such cooperation shall include, but not be limited to, the
provision of information including all relevant 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. Any information obtained under this provision shall be kept
confidential by the Parties, except as may be necessary in connection with the
filing of such Tax Returns.

     The Parties agree that the Buyer shall pay the sales Tax and the transfer
Tax on the transfer of the Acquired Assets, and the Parent and the Buyer shall
indemnify, defend and hold the Company and the General Partner harmless with
respect to such Taxes. Each Party shall file, or cooperate with the other
Parties in filing, all necessary documentation and Tax Returns with respect to
such sales Taxes and transfer Taxes with respect to the Acquired Assets.

     (f) Assignment of Interests in Acquired Assets. Nothing in this Agreement
shall be deemed to constitute or require an assignment or an attempt to assign
any of the Acquired Assets if the attempted assignment without the consent of a
third party would adversely affect in any way the rights of either the Company
or Buyer. If any such consent shall not have been obtained at or prior to the
Closing, or the attempted transfer or assignment of any of the Acquired Assets
would have an adverse effect on Buyer or the Company, the Company will cooperate
with Buyer in any reasonable arrangement designed to provide for Buyer the
rights and benefits of such Acquired Assets, including, enforcing for the
benefit of Buyer any or all rights of the Company under any agreements

                                      -42-

against any other party arising out of the breach or cancellation by such other
party, while permitting Buyer the possession and use of such Acquired Assets for
Buyer's account as if such Acquired Assets had been so transferred, assigned and
delivered, or otherwise. Pending the obtaining of such consents, approvals or
novations, Buyer will continue performance of any remaining unfulfilled
obligations of the Company under any of the agreements in the same manner as
though the same were subcontracted to Buyer on the same terms and conditions as
contained in the agreements. Notwithstanding the foregoing, the Company shall
not be required to commence any litigation or offer or grant any accommodation
(financial or otherwise) to any Person or incur any obligation therefor in order
to obtain a consent.

     (g) Use of Company Name. The Company and the General Partner acknowledge
and agree that all of their rights, and all of the rights of the Partners, in
and to, and ownership of, the name of the Company and any names related or
substantially similar thereto shall be transferred hereunder to the Buyer. From
and after the Closing, the Company and the Partners shall be prohibited from
using such names, except as necessary to effect the change of its corporate name
or to evidence that such change has occurred. No later than three (3) days
following the Closing Date, the Company and the General Partner shall have filed
all documents with the appropriate governmental authorities in the State of
Delaware, and such other states as the Company is so qualified and registered,
to change the name of the Company to a name which does not contain the words
"Media Cybernetics" or any other substantially similar words.

     (h) Employee Matters.

         (i) On the Closing Date, except with respect to those employees which
     are parties to the Employment Agreements, the Parent shall cause the Buyer
     to offer employment in a similar position with similar base compensation to
     each employee of the Company, who on the Closing Date is actively at work
     (the "Employees"). Buyer agrees to give each Employee credit for all
     service credited by the Company under all employee benefit plans, programs,
     policies and arrangements of Buyer in which such Employees become
     participants for purposes of eligibility, vesting and benefit accrual.
     Buyer further agrees that from the Closing Date through the remainder of
     the Parent's current fiscal year to provide such Employees the opportunity
     to participate in that certain employee profit sharing arrangement of the
     Company (a copy of which is attached hereto as Exhibit I). Except as
                                                    ---------
     otherwise set forth in the Employment Agreements, each of the Employees
     shall be offered employment pursuant to this Section 7(h) on an at-will
     basis.

         (ii)  The Company shall be responsible for those actions which are
     necessary and desirable to be taken from and after the Closing to terminate
     the Company Plans.

         (iii) Notwithstanding anything contained in this Section 7(h), neither
     Parent nor Buyer is assuming any Liability or obligation under any Company
     Plan, and the Company will retain all Liability under each such Company
     Plan;

                                      -43-

          provided, however, that Buyer shall assume the Liability for vacation
          and sick leave accruals on the books of the Company in favor of the
          Employees as of the Closing Date and shall credit Employees with such
          vacation and sick leave accruals under Buyer's leave policies as are
          in effect from time to time.

               (iv) Neither the Company nor any Affiliate of the Company shall
          continue to maintain a group health plan, within the meaning of Code
          Section 5000(b)(1) following the Closing. The Company and its
          Affiliates shall have taken the steps reasonably necessary to effect a
          termination of each of their group health plans and each third-party
          contract thereunder, all effective as of the Closing Date. From and
          after the Closing, Buyer shall be responsible for any obligations with
          respect to group health continuation coverage under COBRA for (i)
          former employees of the Company and their eligible dependents based on
          coverage under the Buyer's group health plans, which persons have
          elected participation in health continuation coverage under COBRA and
          whose COBRA health continuation coverage period has not expired as of
          the Closing Date, or are eligible to elect participation in health
          continuation coverage under COBRA under the Company's group health
          plan as of the Closing Date, and (ii) Employees offered employment by
          the Buyer on the Closing Date pursuant to Section 7(h)(i) above and
          who voluntarily decline such offer of employment, and resign their
          employment with the Company effective as of the Closing Date, and
          their eligible dependents.

         (i)   Transition Incentive Bonus Program. Following the Closing, the
Company and the General Partner covenant and agree, jointly and severally, that
it shall satisfy all obligations to the employees of the Company arising under
the Transition Incentive Bonus Program. The Buyer agrees to reasonably cooperate
with the Company and the General Partner to provide the Company and the General
Partner such information which is necessary for the Company and the General
Partner to satisfy each of their obligations arising under the Transition
Incentive Bonus Program.

         (j)   Domain Name Transfer.

               At Closing, the Company shall promptly discontinue all use of the
world wide web internet domain names "www.imageproshop.com",
"www.solutions-zone.com", "www.mediacy.com", "www.optimas.com", and each other
world wide web internet domain name owned by the Company, and each other world
wide web internet domain name used in the Business. As soon as practicable
following the Closing, but in no event later than thirty (30) days after the
Closing, the Company shall take any and all actions as required to effectuate
and record such transfer in the records of any and all pertinent domain name
registries, so that the Buyer becomes recognized by such registry as the
exclusive owner of each such Internet domain name. In any event the Company
shall promptly execute and file any forms required by any and all pertinent
domain name registries to ensure the full transfer of the exclusive right to the
domain names "www.imageproshop.com", "www.solutions-zone.com",
"www.mediacy.com", "www.optimas.com", "www.drill-down.com",
"www.mediacybernetics.com", "www.image-pro.com", and each other world wide web
internet domain name owned by

                                      -44-

the Company, and each other world wide web internet domain name used in the
Business, to the Buyer, and shall cooperate with the Buyer as it reasonably
requests to ensure the full effectiveness of such transfer.

     (k) Insurance Coverage.

         As soon as is practicable following the Closing, unless otherwise
unfeasible to obtain, the Company shall arrange to provide completed operations
insurance coverage with respect to each of its general liability, commercial
general liability, electronic errors & omissions, executive protection, products
liability, and employment practices, policies, which insurance coverage, (i)
shall be in effect from the Closing Date for a period of at least two (2) years
following the Closing (except with respect to the electronic errors & omissions
insurance policy, which shall be in effect indefinitely), (ii) shall provide
amounts of coverage and deductibles which are no less favorable than as
contained in each such respective policy which was maintained by the Company
prior to Closing, and (iii) shall name the Parent and the Buyer as additional
named insureds. The Company and the General Partner shall be responsible for
fifty percent (50%), and the Parent and the Buyer shall be responsible for fifty
percent (50%), of the premiums and other Liabilities incurred in connection with
the maintenance of such completed operations insurance policies.

8.   Remedies for Breaches of this Agreement.

     (a) Survival of Representations and Warranties. All of the representations
and warranties of the Company and the General Partner contained in Sections
3(f)-3(cc), except Sections 3(j) and 3(y), of this Agreement and all of the
representations and warranties of the Parent and the Buyer contained in Sections
4(d)-4(e) of this Agreement, shall survive the Closing and continue in full
force and effect for a period of one (1) year thereafter; all of the
representations and warranties of the Company and the General Partner contained
in Sections 3(a)-3(e), Section 3(j), and Section 3(y) of this Agreement, and all
of the representations and warranties of the Parent and the Buyer contained in
Sections 4(a)-4(c) of this Agreement, shall survive the Closing and continue in
full force and effect for a period of two (2) years thereafter; and all of the
covenants, indemnities, and other agreements of the Parent, the Buyer, the
Company, and the General Partner contained in this Agreement shall survive the
Closing and continue in full force and effect forever thereafter, subject to any
applicable 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, 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.

                                      -45-

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

        (i) In the event the Company or the General Partner breaches (or in the
    event any third party alleges facts that, if true, would mean the Company or
    the General Partner has breached) any of its representations, warranties,
    and covenants contained in this Agreement, and, if there is an applicable
    survival period pursuant to Section 8(a) above, provided that either the
    Parent or the Buyer makes a written claim for indemnification setting forth
    the basis for such claim against the Company or the General Partner pursuant
    to Section 9(h) below within such survival period, then the Company and the
    General Partner, jointly and severally, agree to defend, indemnify and hold
    harmless the Parent and the Buyer, subject to the limitations set forth
    herein, from and against the entirety of any Adverse Consequences the Parent
    or the Buyer may suffer through and after the date of the claim for
    indemnification (including any Adverse Consequences 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; provided, however, that:

            (A) Neither the Company nor the General Partner shall have any
        obligation to indemnify the Parent or the Buyer from and against any
        Adverse Consequences resulting from, arising out of, or caused by the
        breach of any representation or warranty contained in Sections 3(f)-(cc)
        of the Agreement, except Section 3(j), and Section 3(y), which exceed in
        the aggregate Three Million Three Hundred Thousand Dollars
        ($3,300,000.00); and

            (B) Neither the Company nor the General Partner shall have any
        obligation to indemnify the Parent or the Buyer from and against any
        Adverse Consequences resulting from, arising out of, or caused by the
        breach of any representation or warranty contained in Sections
        3(a)-3(e), Section 3(j), and Section 3(y), of this Agreement, or caused
        by the breach of any covenants, indemnities, and other agreements
        contained in this Agreement, which exceeds the Asset Purchase
        Consideration;

            (C) Neither the Company nor the General Partner shall have any
        obligation to indemnify the Parent or the Buyer from and against any
        Adverse Consequences resulting from, arising out of, or caused by the
        breach of any representation or warranty contained in Section 3 of this
        Agreement, or caused by the breach of any covenants, indemnities, and
        other agreements contained in this Agreement, which, inclusive of all
        amounts paid in accordance with Section 8(b)(i)(A) and 8(b)(i)(B) above,
        exceeds the Asset Purchase Consideration, and

            (D) Neither the Company nor the General Partner shall have any such
        indemnification obligation with respect to such breaches contained in
        Sections 3(f)-(cc) of the Agreement, except Section 3(j), and Section
        3(y), until the Parent or the Buyer has suffered Adverse Consequences by
        reason thereof in excess of Two Hundred Thousand

                                      -46-

            Dollars ($200,000.00). No such restriction shall be applicable to
            the representations and warranties as contained in Sections
            3(a)-3(e), Section 3(j), and Section 3(y) of the Agreement, or
            applicable to any covenants, indemnities, and other agreements
            contained in this Agreement.

            (ii)  Notwithstanding anything to the contrary herein contained in
        Section 8(b)(i) above, (x) the Company and the General Partner, jointly
        and severally, will indemnify, defend and hold harmless Parent and the
        Buyer from and against any Adverse Consequences as a result of any
        claims based on or arising from (A) any Liability of the Company which
        is an Excluded Liability, or (B) any of the Excluded Assets, and (y)
        such indemnification shall not be limited in time or amount or subject
        to any deductible or cap.

            (iii) Notwithstanding anything to the contrary herein contained in
        Section 8(b)(i) above, (x) the Company and the General Partner, jointly
        and severally, will indemnify, defend and hold harmless Parent and the
        Buyer from and against any Adverse Consequences as a result of the
        failure of the Company to make any appropriate Tax filing in any
        jurisdiction or the failure of the Company to pay any Tax, and (y) such
        indemnification shall not be limited in time or amount or subject to any
        deductible or cap.

            (iv)  For the purposes of this Section 8, in computing the
        individual or aggregate amounts of claims, the amount of each claim
        shall be deemed to be an amount net of any insurance proceeds
        recoverable by Buyer, the Parent or any Affiliate of Buyer or Parent
        with respect thereto.

            (v) As security for the indemnification obligations of the Company
        and the General Partner under this Agreement, the Parent, Buyer, the
        Company, and the General Partner shall enter into the Escrow Agreement
        as of the Closing Date with respect to the indemnification obligations
        arising under the representations, warranties, and covenants contained
        in this Agreement, which shall be funded with Three Million Three
        Hundred Thousand Dollars ($3,300,000.00) of the Closing Consideration
        otherwise payable to the Company. The amounts held in the Escrow
        Agreement shall be held for a period of one (1) year (the "First Escrow
        Period"), provided that One Million Six Hundred Fifty Thousand Dollars
        ($1,650,000.00) (plus any pending claims under this Section 8) shall be
        retained in escrow for an additional one (1) year period following the
        First Escrow Period (the "Second Escrow Period") to secure the
        obligations of the Company and the General Partner under the
        indemnification obligations arising under this Agreement. Amounts held
        under the Escrow Agreement shall be a nonexclusive source of
        indemnification for any representations, warranties, or covenants under
        this Agreement, and shall not otherwise limit the liability of the
        Company and the General Partner with respect to indemnification under
        this Agreement; provided, however, that, subject to the provisions
        contained in the remainder of this Section 8(b)(v), with respect to
        claims for indemnification asserted against the Company or the General
        Partner by the Parent or the Buyer prior to the second (2/nd/)
        anniversary of the Closing Date, Parent and Buyer shall seek to recover
        such

                                      -47-

          claims for indemnification first from that amount held pursuant to the
          Escrow Agreement. To the extent that the aggregate of all claims for
          indemnification asserted against the Company and the General Partner
          exceed Three Million Three Hundred Thousand Dollars ($3,300,000.00),
          Parent and Buyer shall seek first to recover such claims for
          indemnification which may be satisfied pursuant to the Escrow
          Agreement, based upon the amount of funds remaining in the Escrow
          Agreement (but excluding funds which are remaining in the Escrow
          Agreement that are otherwise subject to other outstanding claims for
          indemnification), provided that in so doing neither Parent nor Buyer
          shall be required to take any action which may prejudice its rights
          arising under law or in equity with respect to such claim for
          indemnification.

          (c)  Indemnification Provisions for Benefit of the Company. In the
     event Parent or Buyer breaches (or in the event any third party alleges
     facts that, if true, would mean Parent or Buyer has breached) any of their
     representations, warranties, and covenants contained in this Agreement,
     and, if there is an applicable survival period pursuant to Section 8(a)
     above, provided that the Company or the General Partner make a written
     claim for indemnification setting forth with specificity the basis for such
     claim against Parent or the Buyer pursuant to Section 9(h) below within
     such survival period, then Parent and the Buyer, jointly and severally,
     agree to defend, indemnify and hold harmless the Company and the General
     Partner from and against the entirety of any Adverse Consequences (up to
     but not in excess of the Asset Purchase Consideration) the Company or the
     General Partner may suffer through and after the date of the claim for
     indemnification (including any Adverse Consequences the Company or the
     General Partner may suffer after the end of any applicable survival period)
     resulting from, arising out of, or caused by the breach (or the alleged
     breach). Notwithstanding anything to the contrary herein contained in
     Section 8(c), (x) Parent and the Buyer, jointly and severally, will
     indemnify, defend and hold harmless the Company and the General Partner
     from and against any Adverse Consequences as a result of any claims based
     on or arising from (A) any Liability of the Company which is an Assumed
     Liability, or (B) any of the Acquired Assets, and (y) such indemnification
     shall not be limited in time or amount or subject to any deductible or cap.

          (d)  Matters Involving Third Parties.

              (i)   If any third party shall notify any Party (the "Indemnified
          Party") with respect to any matter (a "Third Party Claim") which may
          give rise to a claim for indemnification against any other Party (the
          "Indemnifying Party") under this Section 8, then the Indemnified Party
          shall promptly notify each Indemnifying Party thereof in writing;
          provided, however, that 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.

               (ii) Any 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 (A)
          the Indemnifying

                                      -48-

          Party notifies the Indemnified Party in writing within fifteen (15)
          days after the Indemnified Party has given notice of the Third Party
          Claim that the Indemnifying Party will indemnify the Indemnified Party
          from and against the entirety of any Adverse Consequences the
          Indemnified Party may suffer resulting from, arising out of, relating
          to, in the nature of, or caused by the Third Party Claim, (B) the
          Indemnifying Party provides the Indemnified Party with evidence
          reasonably acceptable to the Indemnified Party that the Indemnifying
          Party will have the financial resources to defend against the Third
          Party Claim and fulfill its indemnification obligations, if any,
          hereunder, (C) the Third Party Claim involves only money damages and
          does not seek an injunction or other equitable relief, (D) settlement
          of, or an adverse judgment with respect to, the Third Party Claim is
          not, in the reasonable judgment of the Indemnified Party, likely to
          establish a precedential custom or practice materially adverse to the
          continuing business interest of the Indemnified Party, and (E) the
          Indemnifying Party conducts the defense of the Third Party Claim
          actively and diligently.

               (iii) So long as the Indemnifying Party is conducting the defense
          of the Third Party Claim in accordance with Section 8(d)(ii) above,
          (A) the Indemnified Party may retain separate co-counsel at its sole
          cost and expense and participate in the defense of the Third Party
          Claim, (B) 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
          (which consent shall not be unreasonably withheld).

               (iv)  In the event any of the conditions in 8(d)(ii) above is or
          becomes unsatisfied, however, (A) the Indemnified Party may defend
          against, and consent to the entry of any judgment or enter into any
          settlement with respect to, the Third Party Claim in any manner it may
          deem appropriate (provided that the Indemnified Party obtain consent
          from, any Indemnifying Party in connection therewith, which consent
          shall not be unreasonably withheld), (B) the Indemnifying Party will
          reimburse the Indemnified Party promptly and periodically for the
          costs of defending against the Third Party Claim (including reasonable
          attorneys' fees and expenses), and (C) the Indemnifying Party will
          remain responsible for any Adverse Consequences the Indemnified Party
          may suffer resulting, arising out of, relating to, in the nature of,
          or caused by the Third Party Claim to the fullest extent provided in
          this Section 8.

          (e)  Determination of Adverse Consequences. The Parties shall take
     into account the time cost of money (using the Applicable Rate as the
     discount rate) in determining Adverse Consequences for purposes of this
     Section 8. All indemnification payments under this Section 8 shall be
     deemed adjustments to the Asset Purchase Consideration.

          (f)  Post-Closing. Following the Closing, the sole and exclusive
     remedy of the Company and the General Partner, on the one hand, and Parent
     and the Buyer on the other hand, with respect to any breach or threatened
     breach of a representation, warranty, covenant, or other agreement
     contained herein or with respect to any event, circumstance

                                      -49-

or condition occurring on or before the Closing shall be limited to the
enforcement of the indemnification obligations set forth in Section 8; provided,
however, that nothing provided in this Section 8(f) shall limit the right of any
Party to seek any equitable remedy available to enforce his or its rights
hereunder in accordance with Section 9(o).

9.   Miscellaneous.

     (a) Press Releases and Public Announcements. Neither the Company nor the
General Partner shall, and the Company and the General Partner shall cause the
Partners not to, issue any press release or make any public announcement
relating to the subject matter of this Agreement without the prior written
approval of the Parent. Parent, 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) Waiver of Bulk Sales Law. The Parties hereto acknowledge and agree that
no filings with respect to any bulk sales or similar laws have been made, nor
are they intended to be made, nor are such filings a condition precedent to the
Closing.

     (c) 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.

     (d) Entire Agreement. This Agreement (including the documents referred to
herein) 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.

     (e) 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 each other Party; provided, however, that either the Parent or 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 assigning Party
nonetheless shall remain responsible for the performance of all of its
obligations hereunder).

     (f) 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.

     (g) 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.

                                      -50-

          (h) 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 Buyer:                             Copy to:

     N. Will Crocker                               Thomas R. McNeill
     MCB Acquisition Subsidiary, Inc.              Powell, Goldstein, Frazer &
     c/o Roper Industries, Inc.                    Murphy LLP
     160 Ben Burton Road                           191 Peachtree Street, NE,
     Bogart, Georgia 30622                         16/th/ Floor
     Facsimile: (706) 353-6496                     Atlanta, GA 30303
                                                   Facsimile: (404) 572-6999

If to the Company or the General Partner:    Copy to:

     Michael P. Galvin 1994 Trust                  Robert F. Wall
     1133 Connecticut Ave., N.W., Suite 800        Winston & Strawn
     Washington, DC  20036                         35 West Wacker Drive
     Facsimile: (202) 452-4801                     Chicago, IL 60601
                                                   Facsimile: (312) 558-5700

If to the Parent:                            Copy to:

     N. Will Crocker                               Shanler D. Cronk, Esq.
     Roper Industries, Inc.                        Roper Industries, Inc.
     160 Ben Burton Road                           160 Ben Burton Road
     Bogart, Georgia  30622                        Bogart, Georgia 30622
     Facsimile: (706) 353-6496                     Facsimile: (706) 353-6496

          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.

          (i)  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 Delaware or any other jurisdiction) that would cause the
     application of the laws of any jurisdiction other than the State of
     Delaware.

                                      -51-

     (j) 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
Parties. 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.

     (k) 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.

     (l) Expenses. Parent and Buyer will bear their own costs and expenses
(including but not limited to financial, advisory, accounting, legal, and
environmental fees and expenses) incurred in connection with this Agreement and
the transactions contemplated hereby. The Company and the General Partner each
shall bear (i) its own costs and expenses (including but not limited to
financial, advisory, accounting, legal, and environmental fees and expenses, and
the fees and expenses of Updata Capital, Inc.) and (ii) the costs and expenses
(including but not limited to financial, advisory, accounting, legal, and
environmental fees and expenses, and the fees and expenses of Updata Capital,
Inc.) of the Partners incurred in connection with this Agreement and the
transactions contemplated hereby.

     (m) 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. Items set forth in the
Company Disclosure Schedule shall be deemed an exception only to the
representations and warranties for which they are identified and any other
representations or warranties to which the Company Disclosure Schedule with
respect to representations and warranties contain in appropriate
cross-reference.

     (n) Incorporation of Exhibits and Schedules. The Exhibits and Schedules
identified in this Agreement are incorporated herein by reference and made a
part hereof.

     (o) 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.

     (p) Submission to Jurisdiction. Each of the Parties submits to the
jurisdiction of any state or federal court sitting in the State of Maryland in
any action or proceeding

                                      -52-

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. Parent, Buyer, the Company, and the
General Partner appoint The Prentice-Hall Corporation System, Inc. (the "Process
Agent") as their 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 (i) to the Party to be served at the address
and in the manner provided for the giving of notices in Section 9(h) above or
(ii) to the Party to be served in care of the Process Agent at the address and
in the manner provided for the giving of notices in Section 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.

     (q) Arbitration. Except as otherwise set forth in this Agreement, all
disputes arising out of or under this Agreement shall be settled by arbitration
in a location in Washington, D.C., mutually acceptable to the Parties before a
single arbitrator pursuant to the rules of the American Arbitration Association.
Arbitration may be commenced at any time by any of the Parties by giving written
notice to each other than such dispute has been referred to arbitration under
this Section 9(q). The arbitrator shall be selected by the joint agreement of
the Parties, but if they do not so agree within twenty (20) days after the date
of receipt of the notice referred to above, the selection shall be made pursuant
to the rules from the panels of arbitrators maintained by the American
Arbitration Association. Any award rendered by the arbitrator shall be
conclusive and binding upon the Parties hereto; provided, however, that any such
award shall be accompanied by a written opinion of the arbitrator giving the
reason for the award. This provision for arbitration shall be specifically
enforceable by the Parties and the decision of the arbitrator in accordance
herewith shall be final and binding and there shall be no right of appeal
therefrom. The arbitrator shall assess, as part of his award to the prevailing
Party, all or such part as the arbitrator deems proper of the arbitration
expenses of the prevailing Party (including reasonable attorneys' fees) and of
the arbitrator against the Party that is unsuccessful in such claim, defense or
objection.

         [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]

                                      -53-

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

                                BUYER:

                                MCB Acquisition Subsidiary, Inc.

                                By:_____________________________________________
                                Name:___________________________________________
                                Title:__________________________________________

                                PARENT:

                                Roper Industries, Inc.

                                By:_____________________________________________
                                Name:___________________________________________
                                Title:__________________________________________

                                THE COMPANY:

                                Media Cybernetics, L.P.

                                By: Media Cybernetics, Inc., its General Partner

                                By:_____________________________________________
                                Name:___________________________________________
                                Title:__________________________________________

                                GENERAL PARTNER:

                                Media Cybernetics, Inc.

                                By:_____________________________________________
                                Name:___________________________________________
                                Title:__________________________________________

                                                                   Exhibit 10.07

                              EMPLOYMENT AGREEMENT

         This Employment Agreement (this "Agreement") dated as of November 6,
2001, between Brian Jellison (the "Executive") and Roper Industries, Inc., a
Delaware corporation (the "Company").

                              W I T N E S S E T H:

         WHEREAS, the Company desires to employ the Executive as its President
and Chief Executive Officer and wishes to define the terms of the Executive's
employment with the Company and the Executive desires to accept such employment,
for the term and upon the other conditions hereinafter set forth; and

         WHEREAS, the parties desire to enter into this Agreement setting forth
the terms and conditions of the employment relationship of the Executive with
the Company;

         NOW, THEREFORE, the parties agree as follows:

         1.    Employment. The Company hereby employs the Executive, and the
               ----------
Executive hereby accepts employment with the Company, upon the terms and subject
to the conditions set forth herein.

         2.    Term. This Agreement shall commence on the date hereof (the
               ----
"Effective Date") and shall continue during the period in which the Executive
remains employed by the Company (the "Term"). The Executive shall be considered
an at-will employee and his employment may be terminated by either party subject
to the obligations of the parties upon such termination as may be set forth
hereinafter.

         3.    Position. During the Term, the Executive shall serve as President
               --------
and Chief Executive Officer of the Company.

         4.    Duties and Reporting Relationship. The Executive shall have
               ---------------------------------
duties and responsibilities commensurate with his title and status as President
and Chief Executive Officer. He shall at all times be the highest-ranking
officer of the Company, reporting to the Board of Directors of the Company (the
"Board"). During the Term, the Executive shall, on a full time basis, use the
Executive's skills and render services to the best of the Executive's abilities
in supervising and conducting the operations of the Company and, except for his
continuing to serve as a member of the Board of Directors of Champion
Enterprises, Inc and on any committees thereof and as a member of the Board of
Directors of Tavant, Inc., the Executive shall not engage in any other business
activities except with the prior written approval of the Board or its duly
authorized designee. The Executive agrees to be employed by the Company in such
capacity for the Term, subject to all the covenants and conditions hereinafter
set forth.

         5.    Place of Performance. The Executive shall perform his duties and
               --------------------
conduct his business at the principal executive offices of the Company, except
for required travel on the Company's business. Executive agrees to relocate his
family to the Athens or Atlanta, Georgia area as soon as practicable after the
Effective Date, but in no event later than six (6) months following the
Effective Date.

         6.    Salary and Annual Bonus.
               -----------------------

               (a)   Base Salary. The Executive's base salary hereunder shall
         be $575,000 a year, payable no less frequently than monthly and
         prorated for any partial year of employment. The Board shall review
         such base salary at least annually and may increase, but not decrease,
         such base salary as it may deem advisable.

               (b)   Annual Bonus. The Company shall provide the Executive with
         an opportunity to earn upon achievement of target performance goals
         established by the Compensation Committee of the Board, an annual bonus
         of up to one hundred percent (100%) of the Executive's base salary (the
         "Target Bonus").

         7.    Vacation, Holidays and Sick Leave. During the Term, the Executive
               ---------------------------------
shall be entitled to paid vacation, paid holidays and sick leave in accordance
with the Company's standard policies for its senior executive officers; provided
however, that in no event shall the Executive be entitled to less than four (4)
weeks of vacation per year.

         8.    Business Expenses. The Executive shall be reimbursed for all
               -----------------
ordinary and necessary business expenses incurred by the Executive in connection
with the Executive's employment upon timely submission by the Executive of
receipts and other documentation as required by the Internal Revenue Code and in
conformance with the Company's normal procedures.

         9.    Pension and Welfare Benefits. During the Term, the Executive
               ----------------------------
shall be eligible to participate fully in all health benefits, insurance
programs, pension and retirement plans and other employee benefit and
compensation arrangements available to senior executive officers of the Company
generally. In addition, the Executive shall be entitled to use a new Company
paid automobile (Buick Park Avenue or equivalent) and the Company will pay
initiation and monthly dues for the Executive at the Athens Country Club or
another country club of his choice which is reasonably acceptable to the Board
of Directors of the Company.

         10.   Relocation Benefits. The Executive shall be entitled to
               -------------------
relocation benefits in accordance with the Company's relocation policy. In
addition and notwithstanding the relocation policy:

               (a)  The Company shall gross-up any portion of such relocation
                    benefits which are taxable to the Executive for all state,
                    federal and local income taxes based on the Executive's
                    highest marginal income tax rates, which amount shall be
                    considered additional relocation benefits;

                                       2

               (b)  The Company will pay for the Executive's temporary living
                    expenses for up to six months; and

               (c)  The Executive will not be obligated to return all relocation
                    benefits unless prior to the first anniversary of the
                    Effective Date, the Executive voluntarily terminates his
                    employment with the Company without Good Reason (as defined
                    below) or is terminated by the Company for Cause (as defined
                    below).

         11.   Stock Options On the Effective Date, the Company shall grant to
               -------------
the Executive, pursuant to the terms of the Company's 2000 Stock Incentive Plan
(the "Stock Incentive Plan") and the Company's 1991 Stock Option Plan (the
"Stock Option Plan"), options to purchase in the aggregate 200,000 shares of
common stock of the Company having an exercise price equal to the fair market
value of the Company's common stock as of the Effective Date and which shall
have such other terms and be subject to such conditions as are set forth in the
form of Stock Option Agreement typically used by the Company under the Stock
Incentive Plan and the Stock Option Plan, respectively; provided, however, that
of the aggregate 200,000 shares subject to the options, 50,000 shall be vested
on the Effective Date, 50,000 shares shall vest in equal one-third increments on
each of the first three anniversaries of the Effective Date, provided that the
Executive is employed by the Company as of the dates of vesting, and the balance
of the shares shall vest in equal one-fifth increments on each of the first five
anniversaries of the Effective Date, provided that the Executive is employed by
the Company as of the dates of vesting. In the event the Executive's employment
is terminated by the Company without Cause (as defined below) or the Executive
resigns with Good Reason (as defined below), then that portion of any option
(including any additional options that may be granted to the Executive after the
Effective Date) that would have vested at the next anniversary of the Effective
Date following the Date of Termination shall be and become fully vested on the
Date of Termination and, notwithstanding any provision to the contrary in the
applicable Stock Option Agreement, any option held by the Executive to the
extent then vested, may be exercised and shall not expire until the earlier of
(A) the expiration of the option term as set forth in the Stock Option Agreement
or (B) the expiration of the severance period set forth in Section 13(e)(ii). In
addition to the grant set forth in this Section, the Board or the Compensation
Committee thereof may grant to the Executive such other and additional awards
under the Stock Incentive Plan (or any successor plan) as may from time to time
be deemed appropriate.

         12.   Termination of Employment.
               -------------------------

               (a)    General. The Executive's employment hereunder may be
                      -------
         terminated only under the circumstances described in this Section 12.

                                       3

               (b)    Death or Disability.
                      -------------------

                      (i)   The Executive's employment hereunder shall
               automatically terminate upon the death of the Executive.

                      (ii)  If, as a result of the Executive's incapacity due to
               physical or mental illness, the Executive is unable to perform
               the essential functions of his job for one hundred eighty (180)
               days (whether or not consecutive) during any period of eighteen
               (18) consecutive months, and no reasonable accommodation can be
               made that will allow Executive to perform his essential
               functions, the Company may terminate the Executive's employment
               hereunder for any such incapacity (a "Disability").

               (c)    Termination by the Company. The Company may terminate the
                      --------------------------
         Executive's employment hereunder at any time, whether or not for Cause.
         For purposes of this Agreement, "Cause" shall mean (i) the continuous
         and willful failure or refusal by the Executive to perform the
         Executive's duties hereunder (other than any such failure resulting
         from the Executive's incapacity due to physical or mental illness),
         which has not ceased within ten (10) days after a written demand for
         substantial performance is delivered to the Executive by the Company,
         which demand identifies with particularity the manner in which the
         Company believes that the Executive has not performed such duties, (ii)
         the engaging by the Executive in willful misconduct which is materially
         injurious to the Company, monetarily or otherwise (including, but not
         limited to, conduct which violates Section 16 hereof) or an act of
         moral turpitude which is materially injurious to the Company,
         monetarily or otherwise (including, but not limited to, conduct which
         violates Section 16 hereof) or (iii) the conviction of the Executive
         of, or the entering of a plea of nolo contendere by, the Executive with
         respect to a felony.

               For purposes of this provision, no act or failure to act, on the
         part of Executive shall be considered "willful" unless it is done, or
         omitted to be done, by Executive in bad faith or without reasonable
         belief that the Executive's action or omission was in the best
         interests of the Company. Any act, or failure to act, based upon
         authority given pursuant to a resolution duly adopted by the Board of
         Directors or based upon the advice of counsel for the Company shall be
         conclusively presumed to be done, or omitted to be done, by the
         Executive in good faith and in the best interests of the Company. The
         cessation of employment of the Executive shall not be deemed to be for
         Cause unless prior to such termination there shall have been delivered
         to the Executive a copy of a resolution duly adopted by the affirmative
         vote of not less than a majority of the disinterested membership of the
         Board of Directors at a meeting of such Board of Directors called and
         held for such purpose (after reasonable notice is provided to the
         Executive and the Executive is given an opportunity to be heard before
         such Board of Directors), finding, that, in the good faith opinion of
         the Board of Directors, the Executive is guilty of the conduct
         described in clause (i), (ii) or (iii) above.

               (d)    Termination by the Executive for Good Reason. The
                      --------------------------------------------
          Executive shall be entitled to terminate his employment hereunder for
          Good Reason. For purposes of this

                                        4

          Agreement, "Good Reason" shall mean any one of the following acts by
          the Company, or failures by the Company to act, unless, in the case of
          any act or failure to act described below, such act or failure to act
          is corrected prior to the Date of Termination specified in the Notice
          of Termination given in respect thereof or unless Executive has
          otherwise consented thereto in writing:

                    (i)   any material diminution in the Executive's authorities
               or responsibilities (including reporting responsibilities) or
               from his status, title, position or responsibilities (including
               reporting responsibilities) without the Executive's express
               written consent to accept any such change; the assignment to him
               of any duties or work responsibilities which are inconsistent
               with such status, title, position or work responsibilities; or
               any removal of the Executive from, or failure to reappoint or
               reelect him to any of such positions, except if any such changes
               are because of Disability, retirement, death or Cause;

                    (ii)  a reduction by the Company in the Executive's base
               salary or Target Bonus as in effect on the date hereof or as the
               same may be increased from time to time;

                    (iii) the relocation of the Executive's office at which the
               Executive is to perform the Executive's duties, to a location
               more than fifty (50) miles from the location at which the
               Executive previously performed the Executive's duties hereunder,
               except for required travel on the Company's business;

                    (iv)  the failure by the Company to comply with any material
               provision of this Agreement, which failure has not been cured
               within ten (10) days after notice of such noncompliance has been
               given by the Executive to the Company; or

                    (v)   any purported termination of the Executive's
               employment by the Company which is not effected pursuant to a
               Notice of Termination satisfying the requirements of Section
               12(f) below.

         The Executive's continued employment for 6 months following any act or
         failure to act constituting Good Reason hereunder without the delivery
         of a Notice of Termination shall constitute consent to, and a waiver of
         rights with respect to, such act or failure to act.

               (e)  Voluntary Resignation. Should the Executive wish to resign
                    ---------------------
         from his position with the Company or terminate his employment for
         other than Good Reason during the Term, the Executive shall give sixty
         (60) days written notice to the Company ("Notice Period"), specifying
         the date as of which his resignation is to become effective. During the
         Notice Period, the Executive shall cooperate fully with the Company in
         an effort to achieve a smooth transition of the Executive's duties and
         responsibilities to such person(s) as may be designated by the Company.
         The Company reserves the right to accelerate the Date of Termination by
         giving the Executive notice, but the Company shall

                                        5

     in that case pay and provide the Executive with all payments and benefits
     he would otherwise have been entitled to (other than disability benefits)
     had he remained employed through the end of the Notice Period, including
     payment of amounts due to the Executive under Section 6(a) and, to the
     extent applicable, Section 6(b) for the balance of the Notice Period. The
     Company's obligation to continue to employ the Executive or to continue
     payment of the amounts described in the preceding sentence shall cease
     immediately if: (1) the Executive has not satisfied his obligations to
     cooperate fully with a smooth transition or (2) the Company has grounds to
     terminate the Executive's employment immediately for Cause. Conversely, if
     during the Notice Period the Executive comes to have grounds to resign with
     Good Reason (other than the grounds described in Section 12(d)(i) or, only
     to the extent related to the matters covered in Section 12(d)(i), Section
     12(d)(iv)), then Executive may, by notice, deem the resignation to be with
     Good Reason, in which case the rights and obligations set forth herein for
     a Good Reason termination shall govern.

          (f)  Notice of Termination. Any purported termination of the
               ---------------------
     Executive's employment by the Company or by the Executive shall be
     communicated by written Notice of Termination to the other party hereto in
     accordance with Section 19. "Notice of Termination" shall mean a notice
     that shall indicate the specific termination provision in this Agreement
     relied upon and shall set forth in reasonable detail the facts and
     circumstances claimed to provide a basis for termination of the Executive's
     employment under the provision so indicated.

          (g)  Date of Termination. "Date of Termination" shall mean (i) if the
               -------------------
     Executive's employment is terminated because of death, the date of the
     Executive's death, (ii) if the Executive's employment is terminated for
     Disability, the date Notice of Termination is given, (iii) if the
     Executive's employment is terminated pursuant to Subsection (c) or (e)
     hereof or for any other reason (other than death or Disability, Good Reason
     or Cause), the date specified in the Notice of Termination which shall not
     be less than sixty (60) days from the date such Notice of Termination is
     given (iv) if the Executive's employment is terminated pursuant to
     Subsection (c) for reasons of Cause, immediately upon delivery the Notice
     of Termination and (v) if the Executive's employment is terminated pursuant
     to Subsection (d) hereof, the date specified in the Notice of Termination
     which shall not be less than thirty (30) days from the date such Notice of
     Termination is given.

          (h)  Change in Control. For purposes of this Agreement, a Change in
               -----------------
     Control of the Company shall have occurred if:

               (i)  any "Person" (as defined in Section 3(a)(9) of the
          Securities Exchange Act of 1934 (the "Exchange Act") as modified and
          used in Sections 13(d) and 14(d) of the Exchange Act) other than (1)
          the Company or any of its subsidiaries, (2) any trustee or other
          fiduciary holding securities under an employee benefit plan of the
          Company or any of its subsidiaries, (3) an underwriter temporarily
          holding securities pursuant to an offering of such securities, (4) any
          creditor of the Company (but not any transferee of such creditor

                                        6

          even if such transferee shall also be a creditor) who is issued shares
          of the Company's common stock in connection with the implementation of
          the Company's plan of reorganization which shall be effective as of
          the Effective Date, or (5) any corporation owned, directly or
          indirectly, by the stockholders of the Company in substantially the
          same proportions as their ownership of the Company's common stock), is
          or becomes the "beneficial owner" (as defined in Rule 13d-3 under the
          Exchange Act), directly or indirectly, of securities of the Company
          representing more than 40% of the combined voting power of the
          Company's then outstanding voting securities;

               (ii)  during any period of not more than two (2) consecutive
          years, not including any period prior to the Effective Date,
          individuals who at the beginning of such period constitute the Board,
          and any new director (other than a director designated by a person who
          has entered into an agreement with the Company to effect a transaction
          described in clause (i), (iii), or (iv) of this Section 12(h)) whose
          election by the Board or nomination for election by the Company's
          stockholders was approved by a vote of at least two-thirds (2/3) of
          the directors then still in office who either were directors at the
          beginning of the period or whose election or nomination for election
          was previously so approved, cease for any reason to constitute at
          least a majority thereof;

               (iii) the stockholders of the Company approve a merger or
          consolidation of the Company with any other corporation, other than
          (A) a merger or consolidation which would result in the voting
          securities of the Company outstanding immediately prior thereto
          continuing to represent (either by remaining outstanding or by being
          converted into voting securities of the surviving or parent entity)
          50% or more of the combined voting power of the voting securities of
          the Company or such surviving or parent entity outstanding immediately
          after such merger or consolidation or (B) a merger or consolidation in
          which no person acquires 40% or more of the combined voting power of
          the Company's or such surviving or parent entity's then outstanding
          securities; or

               (iv)  the stockholders of the Company approve a plan of complete
          liquidation of the Company or an agreement for the sale or disposition
          by the Company of all or substantially all of the Company's assets or
          all or substantially all of its and its subsidiaries' assets, taken as
          a whole, (or any transaction having a similar effect).

          (i)  Return of Property. When the Executive ceases to be employed by
               ------------------
     the Company, the Executive will promptly surrender to the Company all
     Company property, including without limitation, all records and other
     documents belonging to the Company that were obtained by him or entrusted
     to him during the course of his employment with the Company provided,
     however, that the Executive may retain copies of such documents as
     necessary for the Executive's personal records for federal income tax
     purposes.

     13.  Compensation During Disability, Death or Upon Termination.
          ---------------------------------------------------------

                                        7

          (a) During any period that the Executive fails to perform his duties
     hereunder as a result of incapacity due to a Disability ("Disability
     Period"), the Executive shall continue to receive his base salary at the
     rate then in effect for such period until his employment is terminated
     pursuant to Section 12(b)(ii) hereof, provided that payments so made to the
     Executive during the Disability Period shall be reduced by the sum of the
     amounts, if any, payable to the Executive with respect to such period under
     disability benefit plans of the Company or under the Social Security
     disability insurance program, and which amounts were not previously applied
     to reduce any such payment.

          (b) If the Executive's employment is terminated by his death or
     Disability, the Company shall pay (i) any base salary due to the Executive
     under Section 6(a) through the date of such termination (ii) any earned but
     unpaid bonus from any prior fiscal year of the Company (iii) all other
     unpaid amounts, if any, to which the Executive is entitled as of the Date
     of Termination under any compensation plan or program of the Company, at
     the time such payments are due, and (iv) an amount equal to the Target
     Bonus he would have received for the fiscal year that ends on or
     immediately after the Date of Termination, assuming the Company achieved
     the target level for which a bonus is paid under the plan described in
     Section 6(b), prorated for the period beginning on the first day of the
     fiscal year in which occurs the Date of Termination through the Date of
     Termination.

          (c) If the Executive's employment is terminated by the Company for
     Cause or by the Executive for other than Good Reason, the Company shall pay
     the Executive (i) his base salary through the Date of Termination at the
     rate in effect at the time Notice of Termination is given, (ii) any earned
     but unpaid bonus from any prior fiscal year of the Company and (iii) all
     other unpaid amounts, if any, to which the ExeuctiveExecutive is entitled
     as of the Date of Termination under any compensation plan or program of the
     Company, at the time such payments are due, and the Company shall have no
     further obligations to the Executive under this Agreement.

          (d) If within one (1) year following a Change in Control, either the
     Company terminates the Executive's employment without Cause or the
     Executive terminates his employment for Good Reason, then

              (i)  the Company shall pay the Executive (I) his base salary
          through the Date of Termination at the rate in effect at the time
          Notice of Termination is given, (II) any earned but unpaid bonus from
          any prior fiscal year of the Company, and (III) all other unpaid
          amounts, if any, to which the Executive is entitled as of the Date of
          Termination under any compensation plan or program of the Company, at
          the time such payments are due;

              (ii) in lieu of any further salary or other payments to the
          Executive for periods subsequent to the Date of Termination, the
          Company shall pay as liquidated damages to the Executive an aggregate
          amount equal to the product of (A) the sum of (1) the Executive's base
          salary at the rate in effect of the Date of

                                        8

          Termination and (2) the greater of (I) the average of the annual
          bonuses actually paid to the Executive by the Company with respect to
          the two (2) fiscal years which immediately precede the year in which
          the Date of Termination occurs (provided if there was a bonus paid to
          the Executive with respect only to one fiscal year that immediately
          precedes the year in which the Date of Termination occurs, then such
          single year's bonus shall be utilized in the calculation pursuant to
          this subclause (I)) and (II) the bonus the Executive would earn based
          on the Target Bonus applicable for the year of termination and (B) the
          number two (2.0);

               (iii) the Company shall pay the Executive an amount equal to the
          prorated Target Bonus (prorated in the same manner set forth in
          Section 13(b) hereof) that would have been paid for the period
          beginning on the first day of the fiscal year in which the Date of
          Termination occurs;

               (iv)  the Company shall continue coverage for the Executive, on
          the same terms and conditions as would be applicable if the Executive
          were an active Employee, under the Company's life insurance, medical,
          health and similar welfare benefit plans (other then group disability
          benefits) for a period of twenty-four (24) months; provided, however,
          that if the Company is unable under the terms of any such plan to
          provide such benefits, then in lieu of such continued coverage, the
          Company shall pay to the Executive the economic equivalent of such
          benefit (based on premium costs to the Company). Benefits otherwise
          receivable by the Executive pursuant to this Section 13(d)(iv) shall
          be reduced to the extent comparable benefits are actually received by
          the Executive from a subsequent employer during the period during
          which the Company is required to provide such benefits, and the
          Executive shall report to the Company any such benefits actually
          received by him;

               (v)   all options, shares of restricted stock, performance shares
          and any other equity based awards shall be and become fully vested as
          of the Date of Termination and, notwithstanding any provision to the
          contrary in the applicable Stock Option Agreement, any such options
          may be exercised and shall not exprie until the earlier of (I) the
          expiration of the option term as set forth in the Stock Option
          Agreement or (II) the second anniversary of the Date of Termination;
          and

               (vi)  the payments provided for in this Section 13(d) (other than
          Section 13(d)(iv)) shall be made not later than the thirtieth (30th)
          day following the Date of Termination.

          (e)  If either following the first anniversary of or prior to a Change
     of Control, the Executive terminates his employment for Good Reason or the
     Company terminates the Executive's employment without Cause, then

               (i)   the Company shall pay the Executive (I) his base salary
          through the Date of Termination at the rate in effect at the time
          Notice of Termination is

                                        9

          given, (II) any earned but unpaid bonus from any prior fiscal year of
          the Company, and (III) all other unpaid amounts, if any, to which the
          Executive is entitled as of the Date of Termination under any
          compensation plan or program of the Company, at the time such payments
          are due;

               (ii)  the Company shall pay to the Executive the Executive's base
          salary in effect as of the date the Notice of Termination is given for
          a period of twenty-four (24) months from the Date of Termination;

               (iii) the Company shall pay the Executive his Target Bonus
          prorated (in the manner set forth in Section 13(b) hereof) for the
          period beginning on the first day of the fiscal year in which occurs
          the Date of Termination through the Date of Termination;

               (iv)  the Company shall continue coverage for the Executive, on
          the same terms and conditions as would be applicable if the Executive
          were an active employee, under the Company's life insurance, medical,
          health, and similar welfare benefit plans (other then group
          disability) for a period not to exceed the number of months the
          Executive will be paid under Section 13(e)(ii) beginning on the Date
          of Termination; provided, however, that if the Company is unable under
          the terms of any such plan to provide such benefits, then in lieu of
          such continued coverage, the Company shall pay to the Executive the
          economic equivalent of such benefit (based on premium costs to the
          Company);

               (v)   benefits otherwise receivable by the Executive pursuant to
          clause (iv) of this Section 13(e) shall be reduced to the extent
          comparable benefits are actually received by the Executive from a
          subsequent employer during the period which the Company is required to
          provide such benefits, and the Executive shall report to the Company
          any such benefits actually received by him.

          (f)  The Executive shall not be required to mitigate the amount of any
     payment or benefit provided for in this Section 13 by seeking other
     employment or otherwise, and, except as provided in Sections 13(d)(iv) and
     13(e)(iv) and (v) hereof, the amount of any payment or benefit provided for
     in this Section 13 shall not be reduced by any compensation or benefits
     earned by the Executive as the result of employment by another employer or
     by retirement benefits or from any other source.

          (g)  Release. Prior to making any payment pursuant to Sections
               -------
     13(e)(ii) and 13(e)(iii), the Company shall have the right to require the
     Executive to sign, and the Executive hereby agrees to sign, an agreement to
     be bound by the terms of Section 16 of this Agreement and a waiver, in the
     form attached hereto as Exhibit A, of all claims the Executive may have
     (including any claims under the Age Discrimination in Employment Act), and
     the Company may withhold payment of such amount until the period during
     which the Executive may revoke such waiver (normally seven days) has
     elapsed.

                                       10

     14.  Representations and Covenants.
          -----------------------------

          (a) The Company represents and warrants that this Agreement has been
     authorized by all necessary corporate action of the Company and is a valid
     and binding agreement of the Company enforceable against it in accordance
     with its terms.

          (b) The Executive represents and warrants that he is not a party to
     any agreement or instrument that would prevent him from entering into or
     performing his duties in any way under this Agreement. The Executive agrees
     and covenants that he will obtain, and submit to, such physical
     examinations as may be necessary to facilitate the Company obtaining an
     insurance policy for its benefit insuring the life of the Executive.

     15.  Successors; Binding Agreement.
          -----------------------------

          (a) This Agreement is not assignable by the Company except to a
     successor (whether direct or indirect, by purchase, merger, consolidation
     or otherwise) to all or substantially all of the business and/or assets of
     the Company, provided that such successor expressly assumes and agrees to
     perform this Agreement in the same manner and to the same extent that the
     Company would be required to perform it if no such succession had taken
     place.

          (b) This Agreement is a personal contract and the rights and interests
     of the Executive hereunder may not be sold, transferred, assigned, pledged,
     encumbered, or hypothecated by him, except as otherwise expressly permitted
     by the provisions of this Agreement. This Agreement shall inure to the
     benefit of and be enforceable by the Executive and his personal or legal
     representatives, executors, administrators, successors, heirs,
     distributees, devisees and legatees. If the Executive should die while any
     amount would still be payable to him hereunder had the Executive continued
     to live, all such amounts, unless otherwise provided herein, shall be paid
     in accordance with the terms of this Agreement to his devisee, legatee or
     other designee or, if there is no such designee, to his estate.

     16.  Confidentiality and Non-Competition Covenants.
          ---------------------------------------------

          (a) The Executive covenants and agrees that he will not at any time
     during or at any time after the end of the Term, directly or indirectly,
     use for his own account, or disclose to any person, firm or corporation,
     other than authorized officers, directors and employees of the Company or
     its subsidiaries, Confidential Information (as hereinafter defined) that is
     treated as trade secrets by the Company and will not at any time during or
     for five years following the Date of Termination, directly or indirectly,
     use for his own account, or disclose to any person, firm or corporation,
     other than authorized officers, directors and employees of the Company or
     its subsidiaries, any other Confidential Information. As used herein,
     "Confidential Information" of the Company means information of any kind,
     nature or description which is disclosed to or otherwise known to the
     Executive as a direct or indirect consequence of his association with the
     Company, which information is not generally known to the public or in the
     business in which the

                                       11

     Company is engaged or which information relates to specific opportunities
     within the scope of the Company's business which were considered by the
     Executive or the Company during the term of this Agreement. Confidential
     Information that is treated as confidential trade secrets by the Company
     shall include, but not be limited to, strategic operating plans and
     budgets, policy and procedure manuals, computer programs, financial forms
     and information, patient or resident lists and accounts, supplier
     information, accounting forms and procedures, personnel policies,
     information pertaining to the salaries, positions and performance reviews
     of the Company's employees, information on the methods of the Company's
     operations, research and data developed by or for the benefit of the
     Company and information relating to revenues, costs, profits and the
     financial condition of the Company. Confidential Information does not
     include any information that (i) is generally known to the public or the
     buinsessbusiness in which the Company engages other than as a result of
     unauthorized disclosure by the Executive, (ii) can be discovered, compiled
     or ascertained by a third party without substantial burden or expense, or
     (iii) was known to the Executive prior to accepting employment with the
     Company. During the Term and for a period of two (2) years following the
     termination of the Executive's employment, the Executive shall not,
     directly or indirectly, solicit or induce any person who is then an
     employee of the Company or its subsidiaries to terminate his or her
     employment by the Company or its subsidiaries in order to obtain employment
     by any person, firm or corporation affiliated with the Executive and the
     Executive shall not or cause any other person, firm or corporation
     affiliated with the Executive to hire any employee of the Company or its
     subsidiaries or any other person who was an employee of the Company or its
     subsidiaries within the twelve (12) month period prior to the Executive's
     Date of Termination.

          (b) The Executive covenants and agrees that any information,
     materials, ideas, discoveries, techniques or programs developed or
     discovered by the Executive in connection with the performance of his
     duties hereunder shall remain the sole and exclusive property of the
     Company and, to the extent it constitutes Confidential Information, shall
     be subject to the covenants contained in the preceding paragraph.

          (c) The Executive covenants and agrees that during the Term and for a
     period of one (1) years following the termination of the Executive's
     employment, the Executive shall not, directly or indirectly, own an
     interest in, operate, join, control, or participate as a partner, director,
     principal, officer, or agent of, enter into the employment of, or act as a
     consultant to, in any case in which he has control or supervision over a
     significant portion of any entity which competes with the Company and whose
     principal business is designing, manufacturing and distributing specialty
     industrial controls, fluid handling and analytical instrumentation
     products. Notwithstanding anything herein to the contrary, the foregoing
     provisions of this Section 16(c) shall not prevent the Executive from
     acquiring securities representing not more than 5% of the outstanding
     voting securities of any publicly held corporation.

          (d) Without limiting the right of the Company to pursue all other
     legal and equitable remedies available for violation by the Executive of
     the covenants contained in this Section 16, it is expressly agreed by the
     Executive and the Company that such other

                                       12

     remedies cannot fully compensate the Company for any such violation and
     that the Company shall be entitled to injunctive relief, without the
     necessity of proving actual monetary loss, to prevent any such violation or
     any continuing violation thereof. Each party intends and agrees that if in
     any action before any court or agency legally empowered to enforce the
     covenants contained in this Section 16, any term, restriction, covenant or
     promise contained herein is found to be unreasonable and accordingly
     unenforceable, then such term, restriction, covenant or promise shall be
     deemed modified to the extent necessary to make it enforceable by such
     court or agency. The covenants contained in Section 16 shall survive the
     conclusion of the Executive's employment by the Company.

     17. Entire Agreement. This Agreement contains all the understandings
         ----------------
between the parties hereto pertaining to the matters referred to herein, and on
the Effective Date shall supersede all undertakings and agreements, whether oral
or in writing, previously entered into by them with respect thereto. The
Executive represents that, in executing this Agreement, he does not rely and has
not relied upon any representation or statement not set forth herein made by the
Company with regard to the subject matter, bases or effect of this Agreement or
otherwise.

     18. Amendment or Modification. Waiver. No provision of this Agreement may
         ---------------------------------
be amended or waived unless such amendment or waiver is agreed to in writing,
signed by the Executive and by a duly authorized officer of the Company. No
waiver by any party hereto of any breach by another party hereto of any
condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of a similar or dissimilar condition or provision at
the same time, any prior time or any subsequent time.

     19. Notices. Any notice to be given hereunder shall be in writing and shall
         -------
be deemed given when delivered personally, sent by courier or telecopy or
registered or certified mail, postage prepaid, return receipt requested,
addressed to the party concerned at the address indicated below or to such other
address as such party may subsequently give notice of hereunder in writing:

         To Executive at:      Brian Jellison
                               8044 Heyward Drive,
                               Indianapolis, IN 46250

         With a copy to:       Peter Weidman, Esq.
                               600 West Germantown Pike, Suite 400
                               Plymouth Meeting, PA 19462

         To the Company at:    Roper Industries, Inc.
                               160 Ben Burton Road
                               Bogart, Georgia 30622
                               Attn: Chairman of the Board of Directors

                                       13

         With a copy to:       Thomas R. McNeill, Esq.
                               Powell, Goldstein, Frazer & Murphy
                               16/th/ Floor
                               191 Peachtree Street
                               Atlanta, Georgia 30303

     Any notice delivered personally or by courier under this Section 19 shall
be deemed given on the date delivered and any notice sent by telecopy or
registered or certified mail, postage prepaid, return receipt requested, shall
be deemed given on the date telecopied or mailed.

     20. Severability. If any provision of this Agreement or the application of
         ------------
any such provision to any party or circumstances shall be determined by any
court of competent jurisdiction to be invalid and unenforceable to any extent,
the remainder of this Agreement or the application of such provision to such
person or circumstances other than those to which it is so determined to be
invalid and unenforceable, shall not be affected thereby, and each provision
hereof shall be validated and shall be enforced to the fullest extent permitted
by law.

     21. Survivorship. The respective rights and obligations of the parties
         ------------
hereunder shall survive any termination of this Agreement to the extent
necessary to the intended preservation of such rights and obligations.

     22. Governing Law: Attorney's Fees.
         ------------------------------

          (a) This Agreement will be governed by and construed in accordance
     with the laws of the State of Georgia, without regard to its conflicts of
     laws principles.

          (b) The prevailing party in any dispute arising out of this Agreement
     shall be entitled to be paid its reasonable attorney's fees and litigation
     expenses incurred in connection with such dispute from the other party to
     such dispute.

     23. Dispute Resolution. The Executive and the Company shall not initiate
         ------------------
legal proceedings relating in any way to this Agreement or to the Executive's
employment or termination from employment with the Company until thirty (30)
days after the party against whom the claim is made ("respondent") receives
written notice from the claiming party of the specific nature of any purported
claims and the amount of any purported damages attributable to each such claim.
The Executive and the Company further agree that if respondent submits the
claiming party's claim to the CPR Institute for Dispute Resolution,
JAMS/Endispute, or other local dispute resolution service for nonbinding
mediation prior to the expiration of such thirty (30) day period, the claiming
party may not institute legal proceedings against respondent until the earlier
of: (a) the completion of good-faith mediation efforts or (b) 90 days after the
date on which the respondent received written notice of the claimant's claim(s);
provided, however, that nothing in this Section 23 shall prohibit either party
from pursuing injunctive or other equitable relief against the other party in
circumstances in which such relief is appropriate, prior to, contemporaneous
with, or subsequent to invoking or participating in these dispute resolution

                                       14

processes. In all events, the Company shall pay the cost of the mediator,
regardless of whether the dispute was or was not resolved or settled through
mediation.

     24. Headings. All descriptive headings of sections and paragraphs in this
         --------
Agreement are intended solely for convenience, and no provision of this
Agreement is to be construed by reference to the heading of any section or
paragraph.

     25. Withholdings. All payments to the Executive under this Agreement shall
         ------------
be reduced by all applicable withholding required by federal, state or local tax
laws.

     26. Counterparts. This Agreement may be executed in counterparts, each of
         ------------
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.

                                   ROPER INDUSTRIES, INC.

                                   BY:_________________________________________
                                   NAME:_______________________________________
                                   TITLE:______________________________________

                                   EXECUTIVE

                                   ____________________________________________
                                   Brian Jellison

                                       15

                                                                  Exhibit: 10.08

September 11, 2000

Mr. Hadj Amari
4 Ladue Circle
Pittsford, NY 14534

Dear Hadj:

I am very pleased to offer you the position of Group Vice President, Industrial
Controls at Roper Industries. Roper's entire management team was impressed with
your experience and, more importantly, with your personality and management
style. I know you will fit in well at our company and I am sure you will enjoy
working with us.

Salary and Benefits
- -------------------

The following statements summarize the proposed financial terms of your
employment:

   1.  Your commencing salary will be $240,000 to be reviewed January 1, 2002
       and thereafter on an annual basis.
   2.  You will be paid a bonus of $103,000 in January 2001.
   3.  You will be included in the Roper Industries Discretionary Annual Bonus
       Program. Bonuses in this program are paid in the first week of January
       for results achieved in the preceding fiscal year. If goals are fully
       met, you will be entitled to a bonus that represents 100% of your annual
       salary.
   4.  You will be eligible to participate in Roper's Stock Option Program. On
       commencing employment, you will be granted 20,000 Roper Stock Options at
       the prevailing stock price and normal vesting period. Additional options
       could be made available on an annual basis as Roper continues to grow and
       your success contributes to Roper's performance.
   5.  A company car will be provided similar to a Buick Park Avenue with all
       expenses for business and private use covered, subject to IRS rules.
   6.  You will be included in the corporation's benefits package, a summary of
       which is provided as a supplement to this letter.
   7.  Relocation reimbursement will be provided under the ABB guidelines with
       which you are already familiar with the exception that we are unable to
       provide the service to either purchase or market your existing home for
       sale.
   8.  You will be eligible to participate in Roper's Deferred Compensation
       Program, if so desired. This program will be immediately available to you
       and has no limits to amounts of compensation deferred.
   9.  You will also be eligible, after a waiting period of six months to
       participate in Roper's Employee Stock Purchase Plan. This discounted
       program limits participation to 10% of salary and is capped at stock
       purchase of $25,000 per annum.
   10. You will be eligible for initiation fees, monthly dues and business
       expenses to the Athens Country Club, assuming membership is available.

Hadj, a couple of points of clarification:

          (a)  You and your family will be immediately eligible for the
               company's health insurance package.
          (b)  There is a six-month waiting period before eligibility into the
               company's 401(k) plan.

Severance Agreement
- -------------------

We mutually agreed that in the event of a Change in Control of the company, a
layoff from your position as Group Vice President, or termination for reasons
other than for cause, you will be provided a severance package for a period of
six months.

Starting Date
- -------------

Hadj, I hope that the employment package extended in this letter is satisfactory
and you will commence employment on November 1, 2000. If you have any questions
regarding your employment package, please do not hesitate to call me.

As you are aware, this is a terribly important position we are endeavoring to
fill and time is of the essence. I would therefore like to finalize our
discussions by September 18, 2000. I, therefore, hope to receive a favorable
response in the next few days.

Kind Regards,

Derrick N. Key
President, CEO and
Chairman of the Board

                                                                   Exhibit 10.09

February 19, 2001

Mr. C. Tom O'Grady
30 Southgate Drive
The Woodlands, TX  77380

Dear Tom:

I am very pleased to offer you the position of Vice President, Mergers and
Acquisitions, at Roper Industries, Inc. Roper's entire management team was
impressed with your experience and, more importantly, with your personality and
management style. I know you will fit in well at our company and I am sure you
will enjoy working with us.

This offer is, of course, subject to favorable responses to prior work
references and academic accreditation.

Salary and Benefits
- -------------------

The following statements summarize the proposed financial terms of your
employment:

   1.   Your commencing annual salary will be $210,000 to be reviewed January 1,
        2002 and thereafter on an annual basis without consideration being given
        to the sign-on bonus and guaranteed minimum bonus as stipulated below.

   2.   Sign-on bonus of $100,000: $50,000 to be paid on the start date; $25,000
        on the first anniversary of the start date and $25,000 on the second
        anniversary of the start date. If you resign, there will be a claw back
        of the amount paid within the past 12-month period.

   3.   You will be included in the Roper Industries Discretionary Annual Bonus
        Program. Bonuses in this program are paid in the first week of January
        for results achieved in the preceding fiscal year. If goals are fully
        met, you will be entitled to a bonus that represents 100% of your annual
        salary. For the first three years, you will be guaranteed a minimum
        bonus of $100,000 per year. If, however, the actual bonus amount earned
        in a particular year is greater than the guaranteed amount, the greater
        amount will be paid.

   4.   All unpaid sign-on bonus and unpaid guaranteed bonus amounts will vest
        immediately, and are payable, in the event of your termination or in the
        event of a Roper Industries change of control.

   5.   You will receive one year's salary and bonus as a severance payment if
        Roper terminates you other than for gross misconduct. Gross misconduct
        will be defined as a civil or criminal act or ethical misconduct
        committed against Roper Industries, Inc., it's employees, customers or
        suppliers.

   6.   You will be eligible to participate in Roper's Stock Option Program. On
        commencing employment, you will be granted 20,000 Roper Stock Options at
        the prevailing stock price and normal vesting period. Additional options
        could be made available on an annual basis as Roper continues to grow
        and your success contributes to Roper's performance.

   7.   A company car will be provided similar to a Buick Park Avenue with all
        expenses for business and private use covered, subject to IRS rules.

   8.   You will be included in the corporation's benefits package, a summary of
        which is provided as a supplement to this letter. You will be eligible
        to participate in all benefits as of your start date with the exception
        of the 401(k) plan and the Employee Stock Purchase Plan as their
        eligibility rules do not allow for immediate participation and mandate
        the six-month waiting periods.

   9.   You will be eligible to participate from your start date in the Roper
        Industries, Inc. NonQualified Plan which allows unlimited compensation
        deferral on a pre-tax basis. After you become eligible for the 401(k)
        plan and begin participating in it, the NonQual Plan also becomes a
        vehicle for a continuation of the company match to the max allowed by
        the plan.

   10.  You will also be eligible for inclusion in our Executive Reimbursement
        Insurance Plan in which any out-of-pocket health, dental or vision
        expenses not covered by our normal plans are reimbursed.

   11.  Relocation reimbursement will be provided under our normal policy which
        includes all reasonable moving expenses through the mover with whom
        Roper has contracted to handle moves and relocations and including such
        out-of-pocket costs as utility deposits, closing costs, etc. We will
        also cover the costs of temporary living expenses for up to six months.
        These reimbursable expenses will also include the following:

                a)   selling costs, selling commission and brokerage fees
                     associated with the buying of new residence and selling of
                     current residence;
                b)   all escrow fees, miscellaneous transaction costs and other
                     fees associated with the buying of new residence and
                     selling of old residence;
                c)   house hunting trips as necessary;
                d)   movement and storage, if necessary, of household goods and
                     automobiles (5); and
                e)   income tax gross up for total value of relocation.

   12.  You will be eligible for initiation fees, monthly dues and business
        expenses to the Athens Country Club, assuming membership is available.

   13.  You will be eligible for four weeks of vacation per year.

Starting Date
- -------------

Tom, I hope that the employment package extended in this letter is satisfactory
and you will commence employment on April 1, 2001. If you have any questions
regarding your employment package, please do not hesitate to call me.

As you are aware this is an important position we are endeavoring to fill and
hope you can accept this offer and return the signed page no later than February
23, 2001.

Kind Regards,

Derrick N. Key                                    Accepted
President, CEO and
Chairman of the Board
                                                  ______________________
                                                  C.Tom O' Grady

                                                                      EXHIBIT 21

                                                  JURISDICTION OF
NAME OF SUBSIDIARY                          INCORPORATION/ORGANIZATION
- ------------------                          --------------------------

Abel Equipos, S.A.                                    Spain
Abel Pumps, L.P.                                      Delaware
Abel Pumpen GmbH                                      Germany
Abel GmbH & Co KG                                     Germany
Acton Research Corporation                            Delaware
Amot Controls Corporation                             Delaware
Amot Controls Ltd.                                    United Kingdom
Amot Controls, S.A.                                   Switzerland
Amot/Metrix Investment Company                        Delaware
Amot Sales Corporation                                Delaware
Amot Controls GmbH                                    Germany
Antek Instruments, L.P.                               Delaware
Antek GmbH                                            Germany
Compressor Controls B.V.                              Netherlands
Compressor Controls Corporation S.r.l.                Italy
Compressor Controls Corporation (an Iowa Corp)        Iowa
Compressor Controls Corporation (a Delaware
  Corporation) d/b/a in Iowa as Compressor
  Controls - CIS/EE)                                  Delaware
Cornell Pump Company                                  Delaware
Cornell Pump Manufacturing Corporation                Delaware
Cybor Corporation                                     California
Cybor International Corp.                             Barbados
Dynamco L.P.                                          Delaware
Fluid Metering, Inc.                                  Delaware
FTI Flow Technology, Inc.                             Delaware
Gatan International, Inc.                             Pennsylvania
Gatan, Inc.                                           Pennsylvania
Gatan Service Corporation                             Pennsylvania
Gatan Limited                                         United Kingdom
Gatan GmbH                                            Germany
Hansen Technologies Corporation                       Illinois
Hansen Technologies Ltd.                              United Kingdom
Integrated Designs L.P.                               Delaware
ISL Holdings, S.A.                                    France
ISL Investissement SARL                               France
ISL Scientifique de Laboratoire - ISL, S.A.           France
K/S Roper Finance                                     Denmark
Logitech Limited                                      United Kingdom
Marumoto Struers KK                                   Japan
Media Cybernetics Inc.                                Delaware
Metrix Instrument Co., L.P.                           Delaware
Molecular Imaging Corporation                         Arizona

Nippon Roper K.K.                                     Japan
PAC Denmark ApS                                       Denmark
PAC GmbH                                              Germany
Petrotech, Inc.                                       Delaware
Petrotech International, Inc.                         Louisiana
Petroleum Analyzer Company LP                         Delaware
Princeton Instruments Limited                         United Kingdom
Roper Scientific SARL                                 France
Roper Capital Deutschland GmbH                        Germany
Roper Fundings KG                                     Germany
Roper Industries Deutschland GmbH                     Germany
Roper Holdings, Inc.                                  Delaware
Roper Holdings, Limited                               United Kingdom
Roper Industrial Products Investment Company          Iowa
Roper Industries B.V.                                 Netherlands
Roper Industries Denmark ApS                          Denmark
Roper Industries (Europe) Limited                     United Kingdom
Roper Industries Limited                              United Kingdom
Roper Industries Southeast Asia Company               Delaware
Roper International, Inc.                             Delaware
Roper International Products, LTD                     Virgin Islands
Roper Pump Company                                    Delaware
Roper Scientific B.V.                                 Netherlands
Redlake MASD, Inc.                                    Delaware
Roper Scientific, Inc.                                Delaware
Roper Scientific GmbH                                 Germany
Struers A/S                                           Denmark
Struers GmbH                                          Germany
Struers Holdings A/S                                  Denmark
Struers Inc.                                          Delaware
Struers Limited                                       United Kingdom
Struers S.A.S.                                        France
Turbocontroles de Venezuela                           Venezuela
Uson L.P.                                             Delaware
Walter Herzog GmbH                                    Germany

                                                                    Exhibit 23.1

                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors
Roper Industries, Inc.:

As independent public accountants, we hereby consent to the incorporation of our
reports included (or incorporated by reference) in this Form 10-K, into the
Company's previously filed Registration Statement File No. 33-71094, 33-77770,
33-78026, 333-36897, 333-73139, 333-35672, 333-35666 and 333-35648.

                                                             Arthur Andersen LLP

Atlanta, Georgia
January 18, 2002