FSI International, Inc.



 









Exhibit 10.32






TRANSITION AGREEMENT



by and between



FSI INTERNATIONAL, INC.



and



METRON TECHNOLOGY N.V.



dated as of



OCTOBER 9, 2002












 







 








TABLE OF CONTENTS




	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 	 	 	 	 	 	

	 
	ARTICLE
I DEFINITIONS; INTERPRETATION
	 	2
	 
	1.1
	 	Terms Defined in this Agreement	 	2
	1.2
	 	Interpretation	 	7
	 
	ARTICLE
II PURCHASE OF DISTRIBUTION BUSINESS
	 	7
	 
	2.1
	 	Sale and Purchase	 	7
	2.2
	 	Consideration	 	7
	2.3
	 	Cash Advance; Note and Security Agreement	 	8
	2.4
	 	Payments on Closing	 	9
	2.5
	 	Final Purchase Price Payment	 	10
	2.6
	 	Offset	 	11
	2.7
	 	Single Payment	 	11
	2.8
	 	Termination of Distribution Agreements; Effectiveness of Israel	 	 
	 
	 	Distribution Agreement	 	11
	 
	ARTICLE
III REPURCHASE OF INVENTORY AND EQUIPMENT
	 	12
	 
	3.1
	 	Repurchase of Inventory	 	12
	3.2
	 	Repurchase of Equipment	 	13
	3.3
	 	Limitations on Repurchase Obligations	 	14
	3.4
	 	Returns during Transition Period	 	14
	3.5
	 	Delivery to FSI	 	14
	 
	ARTICLE
IV ASSUMPTION OF PURCHASE ORDERS AND AGREEMENTS
	 	15
	 
	4.1
	 	Purchase Orders for Products	 	15
	4.2
	 	System Start-Ups	 	16
	4.3
	 	Purchase Orders for Spare Parts	 	17
	4.4
	 	Assumption of Service and Support Contracts	 	18
	4.5
	 	Assumption of Parts and Labor Warranties	 	19
	 
	ARTICLE
V ACCOUNTS RECEIVABLE AND INVOICES
	 	20
	 
	5.1
	 	Collection of Accounts Receivable	 	20
	5.2
	 	Payment of Open Invoices	 	21
	 
	ARTICLE VI
EMPLOYEES
	 	21
	 
	6.1
	 	Employees of the Distribution Business	 	21
	6.2
	 	Metron Responsibilities	 	22
	6.3
	 	FSI Responsibilities	 	23
	6.4
	 	Employee Property	 	24
	6.5
	 	Applicability of Certain Provisions to Employees Located in France	 	24





 







 



	 	 	 	 	 	 	 	 
	6.6
	 	Non-Solicitation	 	24
	 
	ARTICLE VII FACILITIES
	 	25
	 
	ARTICLE VIII CLOSING AND CLOSING CONDITIONS
	 	25
	 
	8.1
	 	Closing	 	25
	8.2
	 	Metron’s Closing Conditions	 	25
	8.3
	 	FSI’s Closing Conditions	 	26
	8.4
	 	Metron Deliveries at Closing	 	27
	8.5
	 	FSI Deliveries at Closing	 	28
	8.6
	 	Efforts to Close	 	28
	8.7
	 	Failure to Close	 	29
	 
	ARTICLE
IX REPRESENTATIONS AND WARRANTIES
	 	30
	 
	9.1
	 	Representations and Warranties by Metron	 	30
	9.2
	 	Representations and Warranties by FSI	 	33
	9.3
	 	Survival of Representations and Warranties	 	34
	 
	ARTICLE
X CONDUCT OF DISTRIBUTION BUSINESS DURING TRANSITION
PERIOD
	 	35
	 
	10.1
	 	Operation of Distribution Business	 	35
	 
	ARTICLE
XI ADDITIONAL COVENANTS
	 	36
	 
	11.1
	 	Non-Competition	 	36
	11.2
	 	Access to Properties, Books, Records, Etc	 	36
	11.3
	 	Government Approvals	 	36
	11.4
	 	Registrations	 	37
	11.5
	 	Transition Plan	 	37
	11.6
	 	Performance under Distribution Agreements	 	37
	11.7
	 	Confidentiality	 	37
	11.8
	 	Announcements and Communications	 	38
	11.9
	 	Insurance	 	38
	11.10
	 	Contracts	 	38
	11.11
	 	Shareholder Approval	 	38
	11.12
	 	Expenses	 	39
	11.13
	 	UK Pensions	 	39
	11.14
	 	MTDC Inventory	 	39
	 
	ARTICLE XII INDEMNIFICATION
	 	39
	 
	12.1
	 	Indemnification by Metron	 	39
	12.2
	 	Indemnification by FSI	 	40
	12.3
	 	Deductible Amount	 	40
	12.4
	 	Notice of Indemnification	 	40





 







 



	 	 	 	 	 	 	 	 
	12.5
	 	Indemnification Procedure for Third-Party Claims	 	40
	 
	ARTICLE
XIII DISPUTE RESOLUTION; GOVERNING LAW
	 	41
	 
	13.1
	 	Arbitration	 	41
	13.2
	 	Governing Law	 	41
	 
	ARTICLE XIV GENERAL
	 	41
	 
	14.1
	 	Entire Agreement	 	41
	14.2
	 	Amendments	 	41
	14.3
	 	Waivers	 	42
	14.4
	 	Notices	 	42
	14.5
	 	Partial Invalidity	 	43
	14.6
	 	Governing Language	 	43
	14.7
	 	Assignment	 	43
	14.8
	 	Further Assurances	 	43
	14.9
	 	Counterparts	 	43





 







 


EXHIBITS




	 	 	 
	Exhibit A	 	
Metron Selling Affiliates and FSI Purchasing Affiliates
	 	 	 
	Exhibit B	 	
Israel Distribution Agreement
	 	 	 
	Exhibit C	 	
Metron Individuals with Knowledge
	 	 	 
	Exhibit D	 	
FSI Individuals with Knowledge
	 	 	 
	Exhibit E	 	
Note and Security Agreement



SCHEDULES




	 	 	 
	Schedule 3.1(b)	 	
General Schedule of Product Inventory and the Spare Parts Inventory
	 	 	 
	Schedule 6.1	 	
Transferred Employees
	 	 	 
	Schedule 9.1(j)	 	
Employee Benefits
	 	 	 
	Schedule 9.1(o)	 	
MTDC Inventory
	 	 	 
	Schedule 11.1	 	
Legacy Products
	 	 	 
	Schedule 11.4	 	
Permits and Product Registrations
	 	 	 
	Schedule 11.5	 	
Transition Plan
	 	 	 
	Schedule 11.10	 	
Contracts Related to the Distribution Business





 







 



TRANSITION AGREEMENT



     This TRANSITION AGREEMENT, made and entered into as of this 9th day of
October 2002, by and between FSI INTERNATIONAL, INC., a corporation organized
and existing under the laws of the state of Minnesota, United States of America
(“FSI”), and METRON TECHNOLOGY N.V., a company organized as a Naamloze
Vennootschap under the laws of the Netherlands (“Metron”).






PREAMBLE



     WHEREAS, FSI and Metron have entered into and are parties to that certain
FSI/Metron Distribution Agreement, dated March 31, 1998 (as amended by the 2000
Distribution Agreement, the “1998 Distribution Agreement”), and that certain
FSI Surface Conditioning Division/Metron Distribution Agreement, dated July 10,
2000 (the “2000 Distribution Agreement” and, together with the 1998
Distribution Agreement, the “Distribution Agreements”).





     WHEREAS, pursuant to the terms of the 1998 Distribution Agreement, Metron
has been appointed as distributor for certain microlithography products of FSI
for the territories defined therein.





     WHEREAS, pursuant to the terms of the 2000 Agreement, Metron has been
appointed as distributor for certain surface conditioning products of FSI and
certain immersion system products of FSI’s subsidiary, SCD Mountain View, Inc.,
for the territories defined therein.





     WHEREAS, FSI and Metron each desire to enter into this Agreement to
provide for the terms and conditions under which Metron and the Metron Selling
Affiliates (as defined below) will sell and transfer to FSI and the FSI
Purchasing Affiliates (as defined below), and FSI and the FSI Purchasing
Affiliates will purchase from Metron and the Metron Selling Affiliates, all
distribution and other rights granted to Metron under the Distribution
Agreements for the distribution and servicing of the FSI products in all areas
of the world except Israel.





     WHEREAS, in connection with the transactions contemplated by this
Agreement, FSI and Metron have agreed to enter into a distribution agreement
pursuant to which FSI will appoint Metron its distributor for products of FSI
for the territory of Israel.





     NOW, THEREFORE, in consideration of the premises, the respective covenants
and commitments of the parties set forth herein, and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, FSI,
for and on behalf of itself and its Affiliates, and Metron, for and on behalf
of itself and its Affiliates, hereby agree as follows:





 







 



ARTICLE I

DEFINITIONS; INTERPRETATION



     1.1 Terms Defined
in this Agreement. For purposes of this Agreement,
where written with an initial capital letter, the following terms, words and
phrases shall have the following respective meanings:





     “Additional Cash Advance” has the meaning given such term in Section
2.3(a).





     “Affiliate” means, with respect to any Entity, any other Entity controlled
by, under common control with, or which controls such Entity through (i) the
ownership, either directly or indirectly, of more than 50% of the voting shares
or equity interests of such Entity, (ii) the right to elect the majority of the
directors or members of any similar managing body of such Entity (except by
reason of the occurrence of a contingency) or (iii) the right to manage and
control such Entity pursuant to contract; provided that, for purposes of this
Agreement, m.FSI Ltd shall not be an Affiliate of FSI.





     “Aging Spare Parts Inventory” means Spare Parts held in inventory by
Metron or any Metron Selling Affiliate which, in the case of SCD/System
Products parts, were purchased more than one year prior to Closing Date and, in
the case of MLD/System Products Parts, were purchased more than two years prior
to the Closing Date.





     “Agreement”
and “this Agreement” means this Transition Agreement,
including all exhibits and schedules hereto.





     “Base Cost” means, in the case of Products, Spare Parts and Demonstration
Equipment in Metron’s inventory and to be repurchased by FSI hereunder, the
original invoice price for such Products, Spare Parts and Demonstration
Equipment as converted into the relevant local currency, adjusted from time to
time for currency rate fluctuations and carried on the books and records of
Metron or the relevant Metron Selling Affiliate.





     “Cash
Advance” has the meaning given such term in Section 2.3(a).





     “Closing” has the meaning given such term in Section 8.1.





     “Closing
Date” means the date on which the Closing is completed pursuant
to the terms of Section 8.1.





     “Closing
Date Product Purchase Orders” has the meaning given such term in
Section 4.1(c).





     “Closing
Date Service/Applications Support Contracts” has the meaning
given such term in Section 4.4(c).





     “Closing
Date Spare Parts Purchase Orders” has the meaning given such term
in Section 4.3(c).





     “Closing
Date System Start-Ups” has the meaning given such term in Section
4.2(a).







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     “Closing Date Warranty Obligations” has the meaning given such term in
Section 4.5(d).





     “Common Parts” has the meaning given such term in Section 3.1(d).





     “Confidential Information” has the meaning given such term in Section
11.7.





     “Deductible Amount” has the meaning given such term in Section 12.3.





     “Demonstration Equipment” has the meaning given such term in Section
3.2(b).





     “Demonstration Equipment Listing” has the meaning given such term in
Section 3.2(a).





     “Demonstration Equipment Repurchase Price” has the meaning given such term
in Section 3.2(c).





     “Distribution Agreements” has the meaning given such term in the Preamble
to this Agreement.





     “Distribution Business” means the business of, and right in and to, the
distributing, marketing, selling and servicing of the Products under the
Distribution Agreements as carried on by Metron and its Affiliates.





     “Effective Date” means the date of this Agreement.





     “Employee Benefits” means any retirement, pension, profit sharing, bonus,
stock option, restricted stock, deferred compensation, holiday pay, bonus,
commission, health, hospitalization, disability, death, insurance or other
employee or fringe benefit plan, scheme, program or arrangement.





     “Entity” means any association, corporation, partnership, limited
liability company, trust or other entity (excluding any natural person).





     “Estimated Purchase Price” has the meaning given such term in Section
2.4(a).





     “FSI” has the meaning given such term in the first paragraph of this
Agreement.





     “FSI Closing Date Payment” has the meaning given such term in Section
2.4(b).





     “FSI Holdback Amount” has the meaning given such term in Section 2.4(b).





     “FSI Indemnified Parties” has the meaning given such term in Section 12.1.





     “FSI Purchasing Affiliates” means the Affiliates of FSI existing or to be
existing as of the Closing Date and listed on Exhibit A attached hereto which
will purchase inventory and equipment and assume contracts and service
obligations from the Metron Selling Affiliates, all as more particularly
described in Articles III and IV.







-3-







 


     “FSI Scheme” means the Group Personal Pension Scheme to be established by
FSI or its Affiliate in the United Kingdom as soon as reasonably practical
after the Closing Date for the benefit of FSI’s United Kingdom employees,
including the Transferred Employees in the United Kingdom.





     “Indemnified Party” has the meaning given such term in Section 12.3.





     “Indemnifying Party” has the meaning given such term in Section 12.3.





     “Initial Cash Advance” has the meaning given such term in Section 2.3(a).





     “Inventory and Equipment Payments” has the meaning given such term in
Section 2.2.





     “Inventory Repurchase Price” has the meaning given such term in Section
3.1(c).





     “Israel Distribution Agreement” means the distribution agreement between
FSI and Metron which shall be executed at the Closing substantially in the form
attached hereto as Exhibit B.





     “Israel Distribution Business” means, before the Closing Date, the
business of distributing, marketing, selling and servicing the Products in
Israel under the Distribution Agreements, and after the Closing Date, the
business of distributing, marketing, selling and servicing the Products in
Israel under the Israel Distribution Agreement.





     “Knowledge of FSI” means the actual knowledge of one or more of the
individuals listed on Exhibit C, and the knowledge that such individuals should
reasonably be expected to have based upon the exercise of duties and
responsibilities consistent with their respective offices and areas of
management responsibility.





     “Knowledge of Metron” means the actual knowledge of one or more of the
individuals listed on Exhibit D, and the knowledge that such individuals should
reasonably be expected to have based upon the exercise of duties and
responsibilities consistent with their respective offices and areas of
management responsibility.





     “Legacy Products” has the meaning given such term in Schedule 11.1
attached hereto.





     “Lien” means any mortgage, security interest, lien (including tax and
environmental liens), claim, charge, pledge, option, encumbrance, agreement,
voting trust, proxy or other arrangement, and all rights of third parties,
including any right of usufruct, restriction or limitation of any kind or
nature whatsoever, other than (i) liens for taxes not yet due and payable or
which are being contested in good faith, (ii) statutory liens arising in the
ordinary course of business such as landlords’ carriers’, warehousemens’,
mechanics’ materialmens’, suppliers’ and similar liens, and (iii) liens arising
by operation of law which are not material to the asset to which the lien
attaches.





     “Listing” means each of the Closing Date Service/Applications Support Contracts
Listing, the Demonstration Equipment Listing, the Products and Spare Parts
Inventory Listing, the Products Purchase Order Listing, the System Start-Up
Listing, the Spare Parts Purchase



-4-







 






Order Listing, the Service/Applications Support Contract Listing and the
Warranty Listing and each update to such listings required to be delivered in
accordance with this Agreement.





     “Losses” has the meaning given such term in Section 12.1.





     “Metron”
has the meaning given such term in the first paragraph of this
Agreement.





     “Metron
Closing Date Payment” has the meaning given such term in Section
2.4(c).





     “Metron
Indemnified Parties” has the meaning given such term in Section
12.2.





     “Metron Scheme” means the Group Personal Pension Scheme maintained by
Metron or its Affiliate in the United Kingdom for employees of such Affiliate
located in the United Kingdom.





     “Metron Selling Affiliates” means the Affiliates of Metron listed on
Exhibit A attached hereto which will sell inventory and equipment and assign
contracts and service obligations to the FSI Purchasing Affiliates as more
particularly described in Articles III and IV.





     “Metron
Shares” has the meaning given such term in Section 2.4(b).





     “Metron Shares Value” has the meaning given such term in Section 2.4(b).





     “Metron Stock” means the common shares of Metron, par value EUR 0.44 per
share, of Metron.





     “MTDC”
means Metron Technology Distribution Corporation, a California
corporation and wholly owned subsidiary of Metron.





     “MTDC
Inventory” has the meaning given such term in Section 9.1(o).





     “Net
Invoice Price” means, with respect to a Closing Date Product Purchase
Order or a Closing Date Spare Parts Purchase Order, the amount payable by the
customer indicated on such purchase order less any amounts in respect of
shipping, handling, freight, customs, duties, value added taxes, sales taxes
and other similar taxes and payments.





     “Note” has the meaning given such term in Section 2.3(a).





     “Permits”
has the meaning given such term in Section 9.1(h).





     “Pre-Closing
Accounts Receivable” as the meaning given such term in
Section 5.1(a).





     “Premium”
has the meaning given such term in Section 2.2.





     “Product
Commission” has the meaning given such term in Section 4.1(c).





     “Product
Inventory” has the meaning given such term in Section 3.1(a).





     “Product Purchase Order Listing” has the meaning given such term in
Section 4.1(b).







-5-







 


     “Product Registrations” means registrations, permits, authorizations,
approvals and filings with any governmental authority required for the
marketing, distribution or sale of any Products or Spare Parts in connection
with the Distribution Business (excluding the Israel Distribution Business).





     “Products” means the products subject to the Distribution Agreements (as
the term Products is defined in each of such Distribution Agreements).





     “Products and Spare Parts Inventory Listing” has the meaning given such
term in Section 3.1(b).





     “Purchase Price” has the meaning given such term in Section 2.2.





     “Rules” has the meaning given such term in Section 13.1.





     “Security Agreement” has the meaning given such term in Section 2.3(a).





     “Service/Applications Support Compensation” has the meaning given such
term in Section 4.4(c).





     “Service/Applications Support Contract” has the meaning given such term in
Section 4.4(a).





     “Service/Applications Support Contract Listing” has the meaning given such
term in Section 4.4(b).





     “Spare Parts” means the spare parts related to the Products subject to the
Distribution Agreements (as the term Spare Parts is defined in each of such
Distribution Agreements).





     “Spare Parts Commission” has the meaning given such term in Section
4.3(c).





     “Spare Parts Inventory” has the meaning given such term in Section 3.1(a).





     “Spare
Parts Purchase Order Listing” has the meaning given such term in
Section 4.3(b).





     “System Start-Up Listing” has the meaning given such term in Section
4.2(c).





     “System Start-Up Compensation” has the meaning given such term in Section
4.2(c).





     “Termination Date” has the meaning given such term in Section 9.3.





     “Transfer Amount” means, in relation to an individual employee, the
proceeds of the policy in respect of the Metron Scheme.





     “Transferred Employee Tools and Equipment Purchase Price”has the meaning
given such term in Section 6.4.





     “Transferred Employees” has the meaning given such term in Section 6.1.







-6-







 


     “Transition Period” means the period commencing on the Effective Date and
ending on the Closing Date.





     “Transition Plan” means the plan to be agreed by FSI and Metron in
accordance with Section 11.5 and thereafter attached hereto as Schedule 11.5
for transitioning the Distribution Business from Metron to FSI during the
Transition Period.





     “Warranty Compensation” has the meaning given such term in Section 4.5(d).





     “Warranty Listing” has the meaning given such term in Section 4.5(c).





     “1998 Distribution Agreement” has the meaning given such term in the
Preamble to this Agreement.





     “2000 Distribution Agreement” has the meaning given such term in the
Preamble to this Agreement.





     1.2 Interpretation. Whenever used in this Agreement, the singular shall
be construed to include the plural and vice versa, where applicable, and the
use of the masculine, feminine or neuter gender shall include the other
genders. The word “including” means “including without limitation”. The
subject matter and language of this Agreement has been the subject of
negotiations between the parties and their respective counsel, and this
Agreement has been jointly prepared by their respective counsel. Accordingly,
this Agreement shall not be construed against any party on the basis that this
Agreement was drafted by such party or its counsel. References to Sections,
Articles, exhibits or schedules herein shall be to the Sections, Articles,
exhibits and schedules contained in or attached to this Agreement, unless
otherwise specified.






ARTICLE II

PURCHASE OF DISTRIBUTION BUSINESS



     2.1 Sale and Purchase. On the terms and subject to the conditions of this
Agreement, Metron agrees to sell and FSI agrees to purchase on the Closing
Date, all of Metron’s right, title and interest in the Distribution Business,
excluding the Israel Distribution Business.





     2.2 Consideration. The consideration for the early termination of the
Distribution Agreements in accordance with Section 2.8 shall be U.S. $2.75
million (the “Premium”). The amount of (i) the Premium plus (ii) the payments
of the Inventory Repurchase Price (which shall be based on the Products and
Spare Parts Inventory Listing as of the Closing Date and subject to application
of the limitations on FSI inventory repurchase obligations in Section 3.3) and
the Demonstration Equipment Repurchase Price (which shall be based on the
Demonstration Equipment Listing as of the Closing Date) to be made by FSI in
respect of the repurchase of Product Inventory, Spare Parts Inventory and
Demonstration Equipment in accordance with Article III hereof (such
payments, the “Inventory and Equipment Payments”) plus (iii) any value
added taxes assessable on the Product Inventory, Spare Parts Inventory and
Demonstration Equipment, to the extent required by law, to be paid by FSI plus
(iv) the payment of the Transferred Employee Tools and Equipment Purchase Price
to be made by FSI in respect of the




-7-







 



purchase of certain property used by the
Transferred Employees in accordance with Section 6.4 less (v) the System
Start-Up Compensation (which shall be based on the System Start-Up Listing as
of the Closing Date and the parties’ agreement as to the percentage completion
for each Closing Date System Start-Up) to be paid by Metron in accordance with
Section 4.2 less (vi) the Service/Applications Support Compensation (which
shall be based on the Service/Applications Support Contract Listing as of the
Closing Date) to be paid by Metron in accordance with Section 4.4 less (vii)
the Warranty Compensation (which shall be based on the Warranty Listing as of
the Closing Date) to be paid by Metron in accordance with Section 4.5(d) is
referred to, collectively, as the “Purchase Price”. Metron and FSI each agree
to cooperate in good faith to take such actions as the other party may
reasonably request (after consultation with its financial advisor) in order to
ensure that the payment of the Premium is exempt from value added taxes under
applicable law, including cooperating in such other party’s request (at the
expense of such other party) for a ruling from the appropriate taxing
authorities in The Netherlands that the payment of the Premium is exempt from
value added tax under the Laws of the Netherlands.





     2.3 Cash Advance; Note and Security Agreement.





     (a)  On the Effective Date, as a prepayment of a portion of the Purchase
Price to be paid on the Closing Date, FSI will make an advance payment to
Metron in an initial principal amount of U.S. $3.0 million (the “Initial Cash
Advance”) in the form of a loan made pursuant to the Note , dated the Effective
Date, by Metron to FSI and attached hereto as Exhibit E (the “Note”) and
related Security Agreement, dated the Effective Date, by and between MTDC and
FSI (the “Security Agreement”). The Note will provide that FSI will make
additional advance payments (each, an “Additional Cash
Advance”) as prepayments
of a portion of the Purchase Price to be paid on the Closing Date in an
aggregate amount up to U.S. $1.0 million pursuant to the Note and the Security
Agreement upon satisfaction of the conditions set forth in Section 2.3(b). The
amount of the Initial Cash Advance and the aggregate amount of the Additional
Cash Advances, the “Cash Advance”.





     (b)  Within thirty (30) days after the Effective Date, FSI will use its
commercially reasonable efforts to review and examine, on a country by country
basis, the Product Inventory and the Spare Parts Inventory that is subject to
repurchase hereunder to determine the adequacy and sufficiency of such
inventory as collateral for making Additional Cash Advances. If, after such
review and examination, the Product Inventory and Spare Parts Inventory in any
country is reasonably determined to be Product Inventory and Spare Parts
Inventory that meets the requirements of Section 3.3 hereunder for repurchase
by FSI hereunder, FSI will make an Additional Cash Advance to Metron under the
Note based on the gross book value of the amount of such Product Inventory and
Spare Parts Inventory in such country that will be held by Metron or the
applicable Metron Selling Affiliate as of, and be transferred to FSI on, the
Closing Date (taking into account historical and projected sales and
replenishment of such inventory in the applicable country) under the terms of
this Agreement. To the extent that the Product Inventory
and Spare Parts Inventory in the applicable country is not subject to a
Lien, FSI may request that any such Additional Cash Advance be subject to a
first priority Lien in favor of FSI on such Product Inventory and Spare Parts
Inventory, and Metron shall, and shall cause the applicable Metron Selling
Affiliate to, cooperate in the execution and delivery of appropriate agreements
and instruments to evidence such Lien; provided, that obtaining such Lien shall
not be a




-8-







 



condition of FSI making an Additional Cash Advance, and any costs and
expenses incurred in obtaining such first priority Liens shall be paid by FSI.





     2.4 Payments on Closing.





     (a)  No later than five (5) business days prior to the Closing Date, FSI
and Metron shall agree on an estimate of the aggregate Purchase Price (the
“Estimated Purchase Price”) equal to (i) the Premium, (ii) an estimate of the
Inventory and Equipment Payments (based on the most recent Products and Spare
Parts Inventory Listing and the Demonstration Equipment Listing delivered by
Metron in accordance with Sections 3.1(b) and 3.1(c) and subject to application
of the limitations on FSI inventory repurchase obligations in Section 3.3),
(iii) an estimate of any value added taxes assessable on the Product Inventory,
Spare Parts Inventory and Demonstration Equipment, to the extent required by
law, (iv) an estimate of the Transferred Employee Tools and Equipment Purchase
Price, (v) an estimate of the System Start-Up Compensation (based on the most
recent System Start-Up Listing delivered by Metron in accordance with Section
4.2(b) and the parties’ good faith estimate of Closing Date System Start-Ups
and related percentage completion), (vi) an estimate of the
Service/Applications Support Compensation (based on the most recent
Service/Applications Support Contract Listing delivered by Metron in accordance
with Section 4.4(b)), and (vii) an estimate of the Warranty Compensation (based
on the most recent Warranty Listing delivered by Metron in accordance with
Section 4.5(c)). Each such Listing, and each such estimate, shall be
separately identified for each Metron Selling Affiliate listed in Exhibit A.





     (b)  On the Closing Date, if the amount of the Estimated Purchase Price is
greater than the amount of the Cash Advance, FSI shall for itself and on behalf
of the FSI Purchasing Affiliates (i) pay to Metron, which shall take receipt
for itself and on behalf of the Metron Selling Affiliates, an amount (the “FSI
Closing Date Payment”) in United States Dollars equal to the Estimated Purchase
Price less the amount of the Cash Advance and less the FSI Holdback Amount and
(ii) shall forgive all amounts outstanding under the Note in respect of the
Cash Advance. For purposes of this Agreement, the “FSI
Holdback Amount” shall
be an amount equal to the lesser of (x) U.S. $750,000 and (y) the difference
between the Estimated Purchase Price and the amount of the Cash Advance.
Subject to obtaining the required ratification or approval by the shareholders
of Metron, a portion of the FSI Closing Date Payment in an amount equal to U.S.
$2,750,000 (the “Metron Shares Value”) shall be made by FSI’s assignment and
transfer to Metron or its designated agent of share certificates representing
1,154,492 shares of Metron Common Stock (the “Metron
Shares”). In the event
that such shareholder ratification or approval is not obtained prior to the
Closing Date, the FSI Closing Date Payment shall consist entirely of cash. In
addition, in the event that the Metron Shares Value exceeds the FSI Closing
Date Payment, the number of Metron Shares shall be reduced to a number
representing the amount of the FSI Closing Date Payment. The cash portion of
the FSI Closing Date Payment shall be made by wire transfer of immediately available funds to an
account designated in writing by Metron.





     (c) On the Closing Date, if the Estimated Purchase Price is less than the
amount of the Cash Advance, (i) Metron shall pay FSI an amount (the “Metron
Closing Date Payment”) in United States Dollars equal to the Cash Advance less
the amount of the Estimated Purchase Price and (ii) FSI shall forgive all
amounts outstanding under the Note in respect of the Cash Advance.







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The Metron
Closing Date Payment shall be made by wire transfer of immediately available
funds to an account designated in writing by FSI.





     2.5 Final Purchase Price Payment.





     (a)  No later than sixty (60) days after the Closing Date, the parties
shall agree on the Purchase Price for purposes of adjusting the FSI Closing
Date Payment or the Metron Closing Date Payment, as applicable, made on the
Closing Date. In determining the Purchase Price the parties shall cooperate
with each other and provide each other with reasonable access to all books and
records relating to the Distribution Business in their respective possession
necessary to determine, review and verify the components of the Purchase Price.
If the parties are not able to agree on the Purchase Price within one hundred
twenty (120) days after the Closing Date, any disputes related thereto shall be
resolved by arbitration in accordance with Article XIII.





     (b)  If FSI made the FSI Closing Date Payment and the Purchase Price, as
determined in accordance with this Section 2.5,






		
	 	     (i) exceeds the Estimated Purchase Price, FSI shall pay to Metron
the amount of such excess plus the FSI Holdback Amount,




		
	 	     (ii) is less than the Estimated Purchase Price but the amount of
such shortfall is less than the FSI Holdback Amount, FSI shall pay to
Metron an amount equal to the FSI Holdback Amount less the amount of such
shortfall, or





		
	 	     (iii) is less than the Estimated Purchase Price and the amount of
such shortfall exceeds the FSI Holdback Amount, Metron shall pay to FSI
the amount of such shortfall less the FSI Holdback Amount; provided,
however, in no event shall Metron be required to pay an amount that,
together with the FSI Holdback Amount, exceeds U.S. $1.25 million plus
the amount of the System Start-Up Compensation, the Service/Applications
Support Compensation and the Warranty Compensation.





In the event that the number of Metron Shares was reduced in accordance with
Section 2.4(b) and subject to obtaining the required ratification or approval
by the shareholders of Metron, FSI may pay any amount owing under clauses (i)
or (ii) of this Section 2.5(b), or any portion of such amount, by FSI’s
assignment and transfer to Metron or its designated agent of Metron Shares so
long as the number of Metron Shares so assigned, together with any Metron
Shares assigned pursuant to Section 2.4(b) in respect of the FSI Closing Date
Payment, do not exceed the Metron Shares Value. For the purposes of
determining the number of Metron Shares to be assigned and transferred, the
value of each Metron Share shall be the same as set forth in Section 2.4(b).
In the event such shareholder ratification or approval is not obtained prior to
the Closing Date, any amount owing by FSI under clauses (i) or (ii) of this
Section 2.5(b) shall be paid entirely in cash.





     (c)  If Metron made the Metron Closing Date Payment and the Purchase Price,
as determined in accordance with this Section 2.5,






		
	 	     (i) exceeds the Estimated Purchase Price, FSI shall pay to Metron
the amount of such excess,





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	 	     (ii) is less than the Estimated Purchase Price, Metron shall pay to
FSI the amount of such shortfall; provided, however, in no event shall
Metron be required to pay an amount that, together with the Metron
Closing Date Payment, exceeds U.S. $1.25 million plus the amount of the
System Start-Up Compensation, the Service/Applications Support
Compensation and the Warranty Compensation.



     2.6 Offset. The parties agree that any amounts owed by a party hereunder
are subject to the right of such party to offset such amounts by amounts owed
to such party by the other party hereunder. For the avoidance of doubt, any
amounts owed by FSI to Metron in respect of the Purchase Price may be offset
against amounts owed by Metron to FSI under the Note in respect of the Cash
Advance. Except for offsets of amounts owed by FSI to Metron in respect of the
Purchase Price against amounts owed by Metron to FSI under the Note, all
offsets shall require the prior written approval of each of the Chief Financial
Officers of Metron and FSI.





     2.7 Single Payment. Metron and FSI agree that all cash payments required
to be made under this Agreement shall be made solely by FSI to Metron in United
States Dollars. Payment under this Article II by FSI to Metron shall
constitute payment in full by FSI and the FSI Purchasing Affiliates of all
amounts due and payable under this Article II, and neither FSI nor the relevant
FSI Purchasing Affiliates shall have any obligations to make any payments
directly to the Metron Selling Affiliates. Metron undertakes to transfer to
each of the Metron Selling Affiliates such amounts of the Purchase Price to
which each such Affiliate may be entitled based on its ownership or possession
of Product Inventory, Spare Parts Inventory and/or Demonstration Equipment
transferred pursuant to Articles III and IV.





     2.8 Termination of Distribution Agreements; Effectiveness of Israel
Distribution Agreement.





     (a)  The parties agree on behalf of themselves and their respective Affiliates
that, as of the Closing Date, the Distribution Agreements shall terminate in
accordance with their terms but subject to the terms of this Agreement. Except
as expressly provided in this Agreement, each party and such party’s insurers,
successors and assigns, hereby releases and forever discharges, effective as of
the Closing Date, the other party hereto and its Affiliates, shareholders,
directors, officers, employees, agents, consultants, successors and assigns
from any and all liabilities,
claims, demands and causes of action, either in law or in equity, known or
unknown, liquidated or unliquidated, which have arisen or may arise out of or
are in any way connected with the Distribution Agreements on account of any
act, omission, event, occurrence, representation, warranty, failure, default or
breach, actual or asserted, of any party hereto or its officers, employees,
agents, consultants on or prior to the Closing Date; provided, however, the
parties agree that the foregoing shall not apply to those provisions of the
Distribution Agreements and associated remedies that, in accordance with
Section 5.6 of each Distribution Agreement, survive the Closing Date. The
parties further agree on behalf of themselves and their respective Affiliates
that, as of the Effective Date, their respective rights to terminate the
Distribution Agreements under the terms of such agreements shall be suspended
and of no force and effect until such time as this Agreement is terminated in
accordance with its terms.





     (b)  Subject to all of the terms and conditions of this Agreement, on the
Closing Date, Metron and FSI shall execute the Israel Distribution Agreement.







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ARTICLE III

REPURCHASE OF INVENTORY AND EQUIPMENT



     3.1 Repurchase of Inventory.





     (a)  Subject to FSI’s right of inspection and approval provided in Section
3.3, on the Closing Date, the relevant FSI Purchasing Affiliates shall
repurchase from the relevant Metron Selling Affiliates (i) the inventory of
Products (such inventory, “Product Inventory”) as of the Closing Date and (ii)
Spare Parts inventory (such inventory, “Spare Parts
Inventory”) as of the
Closing Date, provided that in each case such inventory was purchased by Metron
or the relevant Metron Selling Affiliate, with respect to SCD system Products,
within one (1) year of the Closing Date, and, with respect to MLD system
Products, within two (2) years of the Closing Date. The foregoing shall
exclude Product Inventory and Spare Parts Inventory held for sale in Israel.





     (b)  On or before the Effective Date, Metron has provided FSI with a true
and correct summary schedule of the Product Inventory and the Spare Parts
Inventory together with all Aging Spare Parts Inventory held by Metron or the
Metron Selling Affiliates as of August 31, 2002, which schedule is attached
hereto as Schedule 3.1(b). No later that thirty (30) days from the Effective
Date, Metron shall provide FSI with a detailed list (a “Products and Spare
Parts Inventory Listing”) of each of the Product Inventory and the Spare Parts
Inventory together with all Aging Spare Parts Inventory held by Metron or the
Metron Selling Affiliates as of August 31, 2002. Within thirty (30) days
following the end of each calendar month from the Effective Date to the Closing
Date, Metron shall provide FSI with an updated Products and Spare Parts
Inventory Listing, as of the end of such calendar month, including a listing as
of the Closing Date; provided, that the Products and Spare Parts Inventory
Listing to be delivered within thirty (30) days from the end of October 2002
shall include Products and Spare Parts Inventory Listings as of the end of
September 2002 and as of the end of October 2002. Such Products and Spare
Parts Inventory Listings shall indicate the relevant Metron Selling Affiliate
owning such inventory and shall further specify the location, cost and part or product
number of each Spare Part or Product, as the case may be.





     (c)  The price to be paid by FSI to Metron for receipt on behalf of itself
and each Metron Selling Affiliate on the Closing Date for Product Inventory and
Spare Parts Inventory as of the Closing Date (the “Inventory Repurchase Price”)
shall be equal to (i) the gross book value of such Product Inventory and Spare
Parts Inventory as reflected in the accounts of Metron and the Metron Selling
Affiliates consisting of the Base Cost, customs duties and freight, as and if
adjusted for currency translation plus (ii) applicable value added taxes if
assessable on Metron’s Base Cost for such Product Inventory and Spare Parts
Inventory under the relevant laws of the country in which the Product Inventory
and Spare Parts Inventory is repurchased. Payment of the Inventory Repurchase
Price shall be made in accordance with the terms of Article II governing
payment of the Purchase Price. For purposes of reviewing and verifying the
Inventory Repurchase Price, including the Base Cost, customs duties and
freight, Metron shall provide FSI at FSI’s request with reasonable access to
the books and records of Metron and the Metron Selling Affiliates relating to
the components of Base Cost, customs and freight for the Product Inventory and
Spare Parts Inventory to be purchased by FSI in accordance with this Section
3.1.





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     (d)  Product Inventory and Spare Parts Inventory shall not include any
inventory of Common Parts, and the FSI Purchasing Affiliates shall have no
obligation to repurchase any Common Parts held by the Metron Selling
Affiliates. For purposes of this Agreement, “Common Parts” means parts that
were not originally purchased from FSI and that are used or sold by Metron both
in the conduct of the Distribution Business and in the conduct of other
businesses in which Metron is engaged.





     (e)  If and to the extent that any Metron Selling Affiliate possesses Aging
Spare Parts Inventory identified in the Products and Spare Parts Inventory
Listing, FSI shall have the right, but not the obligation, to cause the
relevant FSI Purchasing Affiliate to purchase all or any part of any such Aging
Spare Parts Inventory on the Closing Date on the terms set forth in Section
3.1(c) above. If and to the extent FSI does not cause its Affiliates to
purchase any amount of such Aging Spare Parts Inventory or any Product
Inventory or Spare Parts Inventory in accordance with Section 3.3(a) as of the
Closing Date, Metron shall make a written offer to FSI for the sale of all such
Aging Spare Parts Inventory, Product Inventory or Spare Parts Inventory not
purchased at the Closing within sixty (60) days after the Closing Date. Such
offer shall set forth a detailed list of the Aging Spare Parts Inventory,
Product Inventory or Spare Parts Inventory to be purchased together with the
price and delivery terms for such Aging Spare Parts Inventory, Product
Inventory or Spare Parts Inventory. Such list shall indicate the relevant
Metron Selling Affiliate owning such inventory and shall further specify, by
Spare Part, the quantity, location, price, and part description and number.
FSI shall have fifteen (15) days in which to accept or reject such offer. In
the event FSI rejects the offer, Metron and its Affiliates shall be free to
sell such Aging Spare Parts Inventory, Product Inventory and Spare Parts
Inventory notwithstanding the terms of Section 11.1.





     (f)  Within thirty (30) days of the Effective Date, Metron shall provide
FSI with (i) its current Spare Parts price list and the methodology it uses for
determining the prices Metron and the Metron Selling Affiliates quote to
customers for Spare Parts and (ii) a list of any Spare Parts,
service support and applications support price lists that are specific to
any of customers of Metron and the Metron Selling Affiliates.





     3.2 Repurchase of Equipment.





     (a)  On the Closing Date FSI shall repurchase from Metron its demonstration
equipment used for the sale of Products under the Distribution Agreements
(excluding such equipment that is used for the sale of Products in Israel)
(such equipment, the “Demonstration Equipment”) as of the Closing Date.





     (b)  No later than thirty (30) days from the Effective Date, Metron shall
provide FSI with a detailed list (a “Demonstration Equipment Listing”) of the
Demonstration Equipment purchased from FSI by Metron and held by Metron or its
Affiliates as of August 31, 2002. Such Demonstration Equipment Listing shall
indicate Metron or the relevant Metron Selling Affiliate owning or possessing
such Demonstration Equipment and shall further specify the product number,
location and current book value of each such item of Demonstration Equipment.
Within thirty (30) days following the end of each fiscal quarter of Metron from
the Effective Date to the Closing Date, or at such other times as the parties
may agree, Metron shall provide FSI with an updated Demonstration Equipment
Listing, including a listing as of Closing Date.





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     (c)  The price to be paid by FSI or the relevant FSI Purchasing Affiliate
to Metron (for receipt on behalf of itself and each relevant Metron Selling
Affiliate) on the Closing Date for Demonstration Equipment as of the Closing
Date (the “Demonstration Equipment Repurchase Price”) shall be (i) the book
value of such equipment, plus (ii) value added taxes assessable on Metron’s
Base Cost for such equipment under the laws of the relevant country in which
the equipment is repurchased. Payment of the Demonstration Equipment
Repurchase Price shall be made in accordance with the terms of Article II
governing payment of the Purchase Price.





     3.3 Limitations on Repurchase Obligations.





     (a)  Notwithstanding the foregoing, FSI reserves the right to reasonably
reject and shall have no obligation to repurchase Product Inventory or Spare
Parts Inventory (i) which is not in the condition (including original
packaging) as originally delivered to Metron or (ii) which does not meet FSI’s
then current design standards. In addition, FSI may reject, in its sole
discretion, and FSI shall have no obligation to repurchase Product Inventory or
Spare Parts Inventory that was purchased by Metron or the relevant Metron
Selling Affiliate, with respect to SCD system Products, more than one (1) year
prior to the Closing Date, and, with respect to MLD system Products, more than
two (2) years prior to the Closing Date.





     (b)  In order to exercise the foregoing rights, FSI and its authorized
representatives shall have the right during the Transition Period to review and
inspect the Product Inventory, Spare Parts Inventory and Aging Spare Parts
Inventory in accordance with the terms of Section 11.2.





     3.4 Returns during Transition Period. During the Transition Period, the
parties agree that any returns of Products or Spare Parts shall be governed by
the terms of the Distribution Agreements. The terms and conditions of FSI’s
then current Spare Parts policy in effect under the Distribution Agreement
(including the restrictions on repurchase of obsolete Spare Parts inventory)
shall otherwise apply to the repurchase of Spare Parts Inventory hereunder,
except to the extent such Spare Parts policy contradicts or is inconsistent
with the express terms and conditions in this Article III.





     3.5 Delivery to FSI. Metron shall and shall cause the Metron Selling
Affiliates to deliver the Product Inventory, Spare Parts Inventory and
Demonstration Equipment purchased by the FSI Purchasing Affiliates on the
Closing Date free and clear of all Liens in accordance with the Transition Plan
and the written instructions of FSI and pursuant to the documents and
instruments to be delivered by Metron pursuant to Section 8.4(b). Any freight
and customs charges payable or value added taxes payable in connection with the
repurchase by FSI of the Product Inventory, Spare Parts Inventory and
Demonstration Equipment shall be paid by FSI and the FSI Purchasing Affiliates.
FSI and the FSI Purchasing Affiliates shall specify the shipping terms in
writing to Metron no fewer than ten (10) days prior to the date of transfer
including the manner of shipment, the identity of the carrier and the shipment
destination.





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ARTICLE IV

ASSUMPTION OF PURCHASE ORDERS AND AGREEMENTS



     4.1 Purchase Orders for Products.





     (a)  On the Closing Date, Metron shall, and shall cause the Metron Selling
Affiliates to, transfer to the designated FSI Purchasing Affiliates, and the
FSI Purchasing Affiliates shall assume, all remaining obligations outstanding
under purchase orders for Products outstanding as of the Closing Date to the
extent permitted by the terms of each such purchase order. The responsibility
for accepting orders for Products, invoicing customers, distributing Products
to customers and servicing customers shall transfer from Metron and its
Affiliates to FSI or its Affiliates on the Closing Date. The foregoing shall
exclude purchase orders for the sale of Products in Israel.





     (b)  No later than thirty (30) days from the Effective Date, Metron shall
provide FSI with a detailed list (a “Product Purchase Order
Listing”) of each
purchase order for Products outstanding (i.e., remaining to be fulfilled) as of
August 31, 2002 (excluding purchase orders for the sale of Products in Israel).
The Product Purchase Order Listing shall indicate Metron or the relevant
Metron Selling Affiliate holding each order, the applicable customer, customer
location, date of acceptance of order, Product description, quantity and value
of purchase order and any start-up, installation and commissioning obligations
remaining to be fulfilled. Within thirty (30) days following the end of each
fiscal quarter of Metron from the Effective Date to the Closing Date, or at
such other times as the parties may agree, Metron shall provide FSI with an
updated Product Purchase Order Listing, including a listing as of the Closing
Date.





     (c)  With respect to purchase orders for Products that are outstanding as
of the Closing Date and transferred to and assumed by FSI or the FSI Purchasing
Affiliates in accordance with Section 4.1(a) (“Closing Date Product Purchase
Orders”), FSI, for itself and on behalf of the FSI Purchasing Affiliates,
agrees to pay Metron, which shall take receipt on behalf of itself and the
Metron Selling Affiliates, the following commissions (each, a “Product
Commission”) on such Closing Date Product Purchase Orders:






		
	 	     (i) for Closing Date Product Purchase Orders for the purchase of SCD
system Products, a Product Commission equal to [***] of the Net Invoice
Price, and




		
	 	     (ii) for Closing Date Product Purchase Orders for the purchase of
MLD system Products, a Product Commission equal to [***] of the Net
Invoice Price.



Notwithstanding the foregoing, FSI shall have no obligation to pay the Product
Commission on Closing Date Product Purchase Orders with respect to which the
Products subject to the order do not ship within twelve (12) months from the
Closing Date, so long as such delay in shipment is at the request of the
customer or due to action on the part of the customer (including cancellation
of the Closing Date Product Purchase Order); provided, however, in the event
that a customer cancels a Closing Date Product Purchase Order after the Closing
Date and subsequently submits a purchase order for Products that is
substantially equivalent (including as to quantity, price, type of Product and
delivery location) to the cancelled Closing Date Product Purchase Order and the
Products subject to such new purchase order ship within twelve (12) months from
the Closing





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Date, FSI shall pay Metron the Product Commission on such purchase
order up to the amount that would have been paid in respect of the Product
Commission on the cancelled Closing Date Product Purchase Order. The parties
agree to conduct their business in the ordinary course during the Transition
Period. During the Transition Period, FSI agrees not to encourage customers to
either postpone the placement of orders until after March 1, 2003 or to cancel
current orders with Metron, and Metron agrees not to encourage customers to
accelerate the placement of orders. FSI shall pay amounts owed to Metron in
respect of the Product Commission within thirty (30) days after FSI’s shipment
of the Products. Metron shall be responsible for transmitting to the
appropriate Metron Selling Affiliate any such commissions allocable to such of
Metron’s Affiliates.





     (d)  During the Transition Period, FSI and Metron agree to continue the
discount sharing arrangements set forth in the Distribution Agreements.





     (e)  Neither Metron nor any of the Metron Selling Affiliates shall have any
right to receive any commissions on or otherwise receive remuneration for
purchase orders generated or received after the Closing Date for Products or
for any other equipment, warranties or services or amounts billed under such
purchase orders.





     4.2 System Start-Ups.





     (a)  On the Closing Date, Metron shall, and shall cause the relevant Metron
Selling Affiliates to, transfer to FSI or the relevant FSI Purchasing
Affiliates, and FSI or the FSI Purchasing Affiliates shall assume, all
remaining outstanding obligations for system start-up,
installation and commissioning under purchase orders for Products that
have been shipped but for which the system start-up, installation and
commissioning is not completed as of the Closing Date (collectively, the
“Closing Date System Start-Ups”). The foregoing shall exclude Closing Date
System Start-Ups for Products in Israel.





     (b)  No later than thirty (30) days from the Effective Date, Metron shall
provide FSI with a detailed list (a “System Start-Up Listing”) of each purchase
order for which for system start-up, installation and commissioning remains to
be completed as of August 31, 2002. The System Start Up Listing shall indicate
Metron or the relevant Metron Selling Affiliate responsible for such System
Start-Up, the applicable customer, customer location, date of acceptance of
order, system start-up, installation and commissioning to be performed, amount
in the purchase order attributable to start-up, installation and commissioning
the start-up, installation and commissioning obligations remaining to be
fulfilled. Within thirty (30) days following the end of each fiscal quarter of
Metron from the Effective Date to the Closing Date, or at such other times as
the parties may agree, Metron shall provide FSI with an updated System Start-Up
Listing, including a listing as of the Closing Date.





     (c)  With respect to Closing Date System Start-Ups assumed by FSI or the
FSI Purchasing Affiliates pursuant to Section 4.2(a), Metron shall compensate
FSI for the work remaining to complete all Closing Date System Start-Ups. The
amount of compensation to be paid by Metron in respect of such Closing Date
System Start-Ups (the “System Start-Up Compensation”) shall be determined by
the parties by multiplying the remaining percentage completion for each Closing
Date System Start-Up by the standard fee charged for start-up,





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installation and
commissioning for similar customers purchasing similar Products (or if the fee
for start-up, installation and commissioning is separately indicated in the
purchase order, by such fee). The parties determination of percentage
completion shall be computed by dividing the number of hours provided by
Metron’s service engineers as of the Closing Date by the standard total number
of service engineer hours provided by Metron for start-up, installation and
commissioning for similar customers purchasing similar Products. Payment of
the System Start-Up Compensation shall be made in accordance with the terms of
Article II governing payment of the Purchase Price.





     4.3 Purchase Orders for Spare Parts.





     (a)  On the Closing Date, Metron shall, and shall cause the Metron Selling
Affiliates to, transfer to FSI or the relevant FSI Purchasing Affiliates, and
FSI or the FSI Purchasing Affiliates shall assume, all remaining obligations
outstanding under purchase orders for Spare Parts outstanding as of the Closing
Date, to the extent permitted by the terms of each such purchase order. The
responsibility for accepting orders for Spare Parts, invoicing customers,
distributing Spare Parts to customers and servicing customers shall transfer
from Metron or its Affiliates to FSI or its Affiliates on the Closing Date.
The foregoing shall exclude purchase orders for the sale of Spare Parts in
Israel.





     (b)  No later than thirty (30) days from the Effective Date, Metron shall
provide FSI with a detailed list (a “Spare Parts Purchase Order Listing”) of
each purchase order for Spare
Parts outstanding (i.e., remaining to be fulfilled) as of August 31, 2002
(excluding purchase orders for the sale of Spare Parts in Israel). The Spare
Parts Purchase Order Listing shall indicate Metron or the relevant Metron
Selling Affiliate holding each such order, the applicable customer, customer
location, date of acceptance of order, spare parts description and quantity and
value of purchase order. Within thirty (30) days following the end of each
fiscal quarter of Metron from the Effective Date to the Closing Date, or at
such other times as the parties may agree, Metron shall provide FSI with an
updated Spare Parts Purchase Order Listing, including a listing as of the
Closing Date.





     (c)  With respect to purchase orders for Spare Parts that are outstanding
as of the Closing Date and transferred to and assumed by FSI or its Affiliates
in accordance with Section 4.3(a) (“Closing Date Spare Parts Purchase Orders”),
FSI for itself and on behalf of the FSI Purchasing Affiliates, agrees to pay
Metron which shall take receipt on behalf of itself and the Metron Selling
Affiliates, a commission equal to [***] of the Net Invoice Price (the “Spare
Parts Commission”). Notwithstanding the foregoing, FSI shall have no
obligation to pay the Spare Parts Commission on Closing Date Spare Parts
Purchase Orders with respect to which the Spare Parts subject to the order do
not ship within twelve (12) months from the Closing Date, so long as such delay
in shipment is at the request of the customer or due to action on the part of a
customer (including cancellation of the Closing Date Spare Parts Purchase
Order); provided, however, in the event that a customer cancels a Closing Date
Spare Parts Purchase Order after the Closing Date and subsequently submits a
purchase order for Spare Parts that is substantially equivalent (including as
to quantity, price, type of Spare Part and delivery location) to the cancelled
Closing Date Spare Parts Purchase Order and the Spare Parts subject to such new
purchase order ship within twelve (12) months from the Closing Date, FSI shall
pay Metron the Spare Parts Commission on such purchase order up to the amount
that would have been paid in





-17-







 


respect of the Spare Parts Commission on the
cancelled Closing Date Spare Parts Purchase Order. FSI shall pay amounts owed
to Metron in respect of the Spare Parts Commission within thirty (30) days
after FSI’s shipment of the Spare Parts. Metron shall be responsible for
transmitting to the appropriate Metron Selling Affiliate any such commissions
allocable to such of Metron’s Affiliates.





     (d)  Neither Metron nor any of the Metron Selling Affiliates shall have any
right to receive any commissions on or otherwise receive remuneration for
purchase orders generated or received after the Closing Date for Spare Parts or
for any other equipment, warranties or services or amounts billed under such
purchase orders.





     4.4 Assumption of Service and Support Contracts.





     (a)  On the Closing Date, Metron shall, and shall cause the Metron Selling
Affiliate to, transfer to FSI or the relevant FSI Purchasing Affiliates, and
FSI or the FSI Purchasing Affiliates shall assume, all remaining obligations
incurred in the ordinary course of business and outstanding under service
contracts, preventative maintenance and application support contracts for
Products or for Spare Parts entered into in the ordinary course of business by
Metron or the Metron Selling Affiliates with customers purchasing Products or
Spare Parts (each such contract, a “Service/Applications Support Contract”)
outstanding as of the Closing Date to the extent
permitted by the terms of each such contract. The foregoing shall exclude
Service/Applications Support Contract for Products and Spare Parts in Israel.





     (b)  No later than thirty (30) days from the Effective Date, Metron shall
provide FSI with a detailed list (a “Service/Applications Support Contract
Listing”) of each Service/Applications Support Contract entered into with
respect to Products or Spare Parts that is still in effect as of August 31,
2002 (excluding contracts with customers in Israel). The Service/Applications
Support Contract Listing shall indicate Metron or the relevant Metron Selling
Affiliate which is a party to each such contract or commitment, the applicable
customer, customer location, date and duration of the contract and description
of the contract, and the identity of the Metron service technician principally
responsible for such support. Metron shall also provide a complete and correct
copy of each such Service/Applications Support Contract. Within thirty (30)
days following the end of each fiscal quarter of Metron from the Effective Date
to the Closing Date, or at such other times as the parties may agree, Metron
shall provide FSI with an updated Service/Applications Support Contract
Listing, including a listing as of the Closing Date.





     (c)  With respect to Service/Applications Support Contracts that are
outstanding as of the Closing Date (“Closing Date Service/Applications Support
Contracts”) assumed by FSI or the FSI Purchasing Affiliates pursuant to Section
4.4(a), if customers have pre-paid any amounts payable under such contracts,
Metron shall compensate FSI (for receipt on behalf of itself and the FSI
Purchasing Affiliates) for the assumption of the remaining obligations under
such contracts. The amount of compensation to be paid by Metron in respect of
such Closing Date Service/Applications Support Contracts (the
“Service/Applications Support Compensation”) shall be determined by the parties
based upon the percentage completion of each Closing Date Service/Applications
Support Contract. Payment of the Service/Applications Support





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Compensation
shall be made in accordance with the terms of Article II governing payment of
the Purchase Price.





     (d)  Metron shall and shall cause the relevant Metron Selling Affiliates to
use commercially reasonable efforts to assign to FSI or its Affiliates the
Closing Date Service/Applications Support Contracts, including using
commercially reasonable efforts to cause customers to approve and accept the
assignment of such contracts to FSI or the FSI Purchasing Affiliates. In the
event that a customer does not accept or approve the assignment of its Closing
Date Service/Applications Support Contract to FSI or the relevant FSI
Purchasing Affiliate, Metron shall or shall cause its Affiliates to continue to
perform its obligations under such contract and, upon Metron’s reasonable
request and in connection therewith, FSI will make available to Metron the
services of FSI’s service technicians and Spare Parts to perform the services
reasonably necessary to the performance of such obligations. FSI shall make
such service technicians and Spare Parts available to Metron upon terms and
conditions to be mutually agreed by FSI and Metron. In the event FSI provides
service technicians or Spare Parts to fulfill a Service/Applications Support
Contract retained by Metron or a Metron Selling Affiliate, Metron shall or
shall cause the relevant Metron Selling Affiliate to pay over to FSI the full
amount of all payments received from the customer under such contract,
including the profit margin, less 10% to be retained by Metron.





     (e)  Neither Metron nor any of the Metron Selling Affiliates shall have any
right to receive any commissions on or otherwise receive remuneration in
connection with the assignment of Closing Date Service/Applications Support
Contracts to FSI or the FSI Purchasing Affiliates, including any right to
receive any remuneration for amounts received by FSI or the FSI Purchasing
Affiliates for the performance under such assigned contracts.





     4.5 Assumption of Parts and Labor Warranties.





     (a)  With respect to Products and Spare Parts purchased by Metron prior to
the Closing Date, FSI shall retain all obligations in respect of warranty parts
in accordance with the terms and conditions of FSI’s standard warranties set
forth in the Distribution Agreements. In the event that Metron has provided
any extension of such parts warranty beyond such standard terms and conditions
and such extension remains in effect after the Closing Date, Metron shall
reimburse FSI for assuming any obligations under such extension of FSI’s
standard parts warranty. The amount to be reimbursed shall be agreed by the
parties based on the parties’ warranty experience for the Products subject to
such extended warranty.





     (b)  With respect to Products and Spare Parts purchased by Metron prior to
the Closing Date, FSI agrees to assume or cause the FSI Purchasing Affiliates
to assume all obligations of Metron or its Affiliates in respect of any labor
warranty remaining in effect as of the Closing Date. Metron shall reimburse
FSI for assuming any obligations under such any such labor warranty. The
amount to be reimbursed shall be agreed by the parties based on the parties’
warranty experience for the Products and on Metron’s average cost for service
technicians (it being understood that the average cost per hour shall be
calculated by dividing the salary and benefits for the service technician by
the customary number of hours worked in the relevant jurisdiction) multiplied
by the average number of hours required to satisfy labor warranty claims for
Products.





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     (c)  No later than thirty (30) days from the Effective Date, Metron shall
provide FSI with a detailed list (a “Warranty Listing”) of all outstanding
parts and labor warranties for Products or Spare Parts sold under the
Distribution Agreement (excluding warranties with for Products or Spare Parts
sold in Israel). The Warranty Listing shall indicate Metron or the relevant
Metron Selling Affiliate obligated to perform such warranty, the applicable
customer, customer location, product and date of sale, warranty obligation
description (including whether it is a standard FSI warranty or non-standard
warranty), remaining warranty term and estimated cost of the outstanding
warranty obligation. Within thirty (30) days following the end of each fiscal
quarter of Metron from the Effective Date to the Closing Date, or at such other
times as the parties may agree, Metron shall provide FSI with an updated
Warranty Listing, including a listing as of the Closing Date.





     (d)  With respect to parts and labor warranties for Products or Spare Parts
that are outstanding as of the Closing Date (“Closing Date Warranty
Obligations”) assumed by FSI or the FSI Purchasing Affiliates pursuant to
Sections 4.5(a) and 4.5(b), Metron shall compensate FSI for the assumption of
such warranties. The amount of compensation to be paid by Metron in respect of
such Closing Date Warranty Obligations (the “Warranty Compensation”) shall be
determined by the parties based on the Warranty Listing and in accordance
with Sections 4.5(a) and 4.5(b). Payment of the Warranty Compensation shall be
made in accordance with the terms of Article II governing payment of the
Purchase Price.





     (e)  In the event that a customer does not accept or approve the assumption
of its parts and labor warranty by FSI or the relevant FSI Purchasing
Affiliate, Metron shall or shall cause its Affiliates to continue to perform
its obligations under such warranty and, upon Metron’s reasonable request and
in connection therewith, FSI shall make available to Metron the services of
FSI’s service technicians and Spare Parts to perform the services reasonably
necessary to the performance of such obligations. Metron shall reimburse FSI
for providing such service technicians and Spare Parts. The amount to be
reimbursed in respect of service technicians shall be based on FSI’s cost per
hour for service technicians (it being understood that the cost per hour shall
be calculated based on the salary and benefits for the service technician)
multiplied by the actual number of hours worked by the service technician to
satisfy the warranty obligation. The amount to be reimbursed in respect of
Spare Parts shall, unless the Spare Part is subject to an FSI warranty, be
FSI’s cost for the Spare Part. If the Spare Part is subject to an FSI
warranty, Metron shall have no obligation to reimburse FSI for the Spare Part.





ARTICLE V

ACCOUNTS RECEIVABLE AND INVOICES



     5.1 Collection of Accounts Receivable.





     (a)  Metron shall retain all accounts receivable outstanding in connection
with the Distribution Business as of the Closing Date (the “Pre-Closing
Accounts Receivable”), and, except as provided below, shall be responsible for
all collection activities for such Pre-Closing Accounts Receivable. Subject to
Section 5.1(c), in the event that FSI or any of its Affiliates receives a
payment in respect of any Pre-Closing Account Receivable, FSI shall within
thirty (30) days of receipt of such payment pay over such payment to Metron.
In the event that Metron or any of its Affiliates receives a payment in respect
of any an account receivable generated by





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FSI with respect to the Distribution
Business (excluding the Israel Distribution Business) after the Closing Date,
Metron shall within thirty (30) days of receipt of such payment pay over such
payment to FSI.





     (b)  On the Closing Date, Metron shall provide FSI with a listing, as of
February 28, 2003, of all Pre-Closing Accounts Receivable related to SCD system
Products and MLD system Products. FSI and Metron shall cooperate in good faith
in order to facilitate the prompt payment by customers to Metron or its
Affiliates of all such Product Pre-Closing Accounts Receivable.





     (c)  In the event that any Product Pre-Closing Account Receivable is more
than sixty (60) days outstanding on the Closing Date or becomes more than sixty
(60) days outstanding at any time after the Closing Date and the reason for
non-payment by the customer is not the result of any dispute with a customer
stemming from a failure of the relevant Product or any deficiency in respect of
any post-Closing services assumed and rendered by FSI or its Affiliates in
accordance with this Agreement, FSI shall, in exchange for Metron’s assignment
of such Pre-Closing Account Receivable to FSI, pay Metron in full for the amount
outstanding under such Pre-Closing Account Receivable and, upon such
assignment, shall assume responsibility for all collection activities for such
Pre-Closing Account Receivable. For the avoidance of doubt, the parties agree
that FSI shall have no obligation to assume responsibility for the collection
of any such Product Pre-Closing Account Receivable if Metron’s failure to
collect is due to a credit issue with the customer, the customer’s cash flow
problems or any disputes over proper invoicing or shipment of Products made by
Metron or its Affiliates prior to Closing.





     5.2 Payment of Open Invoices. Metron shall continue to be responsible, in
accordance with the Distribution Agreements, for the payment of all amounts
owed to FSI under the Distribution Agreements accrued up to the Closing Date in
accordance with the prices and terms and conditions of sale of FSI that were in
effect as of the date of the sale, including all amounts under any invoices
issued by FSI to Metron for purchase of Products or Spare Parts under the
Distribution Agreements.





ARTICLE VI

EMPLOYEES



     6.1 Employees of the Distribution Business. Schedule 6.1 sets forth a
list of ninety-two (92) employees of Metron or its Affiliates who are employed
in the sales, marketing, support or servicing of Products as part of the
Distribution Business to be acquired by FSI pursuant to this Agreement and
includes each such employee’s job title, country of residence and Metron
Affiliate which is such employee’s employer. Metron and FSI agree that, as of
the Closing Date, the number of employees to be transferred to FSI shall be the
ninety-two (92) employees set forth on Schedule 6.1, less any number of such
employees who resign or retire from the employ of Metron or its Affiliates or
who die or become disabled prior to the Closing Date (the employees so
transferred, the “Transferred Employees”). Metron shall provide FSI with
updates to the list included on Schedule 6.1 from time to time up to and
including the Closing Date to reflect any changes in the list of such
employees. No later that thirty (30) days from the Effective Date, Metron
shall provide FSI with (i) an update to Schedule 6.1 to include a brief summary
of the employment terms for each such employee, including compensation, salary,
bonus and commission arrangements, notice entitlement, date of birth and length
of service and





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(ii)  an update to Schedule 9.1(j) to include all Employee
Benefits to which each such employee is entitled (other than Employee Benefit
plans and arrangements that are imposed by statute). Metron shall not, prior
to the Closing Date, increase any compensation, modify any Employee Benefits or
otherwise alter the terms of employment of any of the Transferred Employees,
except for (x) compensation increases approved in advance and in writing by
FSI, (y) currently planned merit salary increases for a selected number of
Transferred Employees not to exceed [***] of salary and (z) such modifications
to Employee Benefits or employment terms as are required by law.





     6.2 Metron Responsibilities. Metron shall have the following
responsibilities and liabilities with respect to employees:





     (a)  Metron shall be responsible for undertaking all notifications and
consultations with the appropriate representatives of any employees of Metron
who might be deemed to be employed by the Distribution Business as of the
Effective Date.





     (b)  Metron shall be responsible for and shall pay or cause its Affiliates
to pay any and all severance or redundancy costs together with all awards for
unfair dismissal or failure of Metron to comply with relevant laws and
regulations relating to the transfer of employees, including any consultation
and notification obligations, which may become due and owing to any person
other than a person who, immediately after the Closing, is one of the
Transferred Employees. Metron shall further pay or reimburse FSI for all
amounts accrued and due and owing to any Transferred Employees as of the
Closing Date under Employee Benefit plans which will be continued by FSI after
the Closing.





     (c)  Metron shall indemnify and hold harmless FSI from and against all
claims, costs, liabilities and damages arising out of any claim by any person,
including any Transferred Employee, for payment of salary, bonus or
commissions, for a breach of applicable laws or regulations relating to the
transfer of employees, for unfair dismissal, or for payment of severance
amounts or redundancy payments arising prior to or after the Closing based
solely on the acts or omissions of Metron prior to the Closing. In addition,
Metron shall indemnify and hold harmless FSI from and against all claims,
costs, liabilities and damages based on a claim for payment of severance
amounts and redundancy costs or unfair dismissal by any Metron employee by
reason of constructive termination of employment arising out of or based on the
consummation of the transactions contemplated by this Agreement. In the event
that the employment of any employee of Metron, other than a Transferred
Employee, is deemed to transfer to FSI, whether by operation of law or
otherwise, FSI shall have the right to terminate such employee promptly, and
Metron shall indemnify and hold harmless FSI from and against all claims, costs
(including reasonable attorneys fees), liabilities and damages arising out of
any claim by any such person for payment of salary, bonus or commissions, for a
breach of applicable laws or regulations relating to the transfer of employees,
for unfair dismissal or for the payment of severance amounts or redundancy
payments arising, directly or indirectly from the employment transferred to FSI
or its termination by FSI; in exercising the foregoing rights, FSI shall use
commercially reasonable efforts so as to minimize the amount of any claims by
such employee for payment of salary, bonuses or commissions, for damages for
unfair dismissal or for the payment of severance and redundancy amounts.





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     (d)  No later than thirty (30) days from the Effective Date, Metron shall
provide to FSI all documents describing or constituting Employee Benefits plans
or arrangements applicable to the Transferred Employees that are disclosed in
the update to Schedule 9.1(j) to be delivered after the Effective Date in
accordance with Section 6.1.





     (e)  Metron shall pay to the Transferred Employees all salaries, bonuses,
commissions, vacation pay, expenses claims, sick pay and similar compensation
due and payable
to the Transferred Employees through and including the Closing Date. In
addition, Metron or the relevant Metron Selling Affiliate shall pay to the
Transferred Employees all commissions arising in respect of Closing Date
Product Purchase Orders and Closing Date Spare Parts Purchase Orders in
accordance with any commission plans or programs in effect at Metron for such
Transferred Employees. All such amounts referred to above shall be paid to the
Transferred Employees on or before the Closing Date.





     (f)  Metron shall assign or shall cause its relevant Affiliates to assign
to FSI or its designated Affiliates all auto leases held by Metron or its
Affiliates on the Closing Date for automobiles used by any of the Transferred
Employees in the Distribution Business, subject to the consent of the lessors,
if necessary. In the event Metron or its Affiliates are unable to secure the
consent of any of the lessor to the assignment of such leases, Metron shall or
shall cause its Affiliates to continue to make all lease and insurance payments
in respect of such autos for the remainder of the lease term. Metron shall
invoice FSI for all such auto lease and insurance payments on a monthly basis,
which invoices shall be paid by FSI within thirty (30) days of the date of
invoice.





     6.3 FSI Responsibilities. FSI shall have the following responsibilities
and liabilities with respect to Transferred Employees:





     (a)  FSI shall consult with Metron and provide Metron with all relevant
information, in good faith, concerning FSI’s plans for the Distribution
Business in order to enable Metron to fulfill its obligations to the employees
of the Distribution Business as provided in Section 6.2(a) above. FSI shall
further participate with Metron in such consultations with employees as and to
the extent reasonably requested by Metron.





     (b)  FSI shall continue the employment of all of the Transferred Employees
in accordance with their terms of employment as such terms of employment exist
on the Closing Date, and shall pay to the Transferred Employees all salaries,
bonuses, commissions, vacation pay, expenses claims, sick pay and similar
compensation to the Transferred Employees arising after the Closing Date.





     (c)  FSI shall continue all Employee Benefits plans or replace such
Employee Benefits plans with new or existing FSI plans which are substantially
the same as the Employee Benefits plans maintained by Metron for the benefit of
the Transferred Employees on the Closing Date, and shall pay to the Transferred
Employees all amounts arising under such Employee Benefit plans after the
Closing Date.





     (d)  FSI shall indemnify and hold harmless Metron from and against all
claims, costs, liabilities and damages arising out of any claim by a
Transferred Employee for payment of





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salary, bonus or commissions, for unfair
dismissal or for payment of severance amounts or redundancy payments in the
event FSI terminates such Transferred Employee after the Closing Date.





     (e)  FSI shall indemnify and hold harmless Metron from and against all
claims, costs, liabilities and damages related to the automobiles and
automobile leases referred to in Section
6.2(f) arising after the Closing, subject to Metron’s obligation to make
lease payments and insurance payments under Section 6.2(f) if the consent of a
lessor to assignment of an automobile lease is not obtained and to any recovery
obtained by Metron under insurance policies it maintains with respect to such
automobiles and automobile leases.





     6.4 Employee Property. If and to the extent any of the Transferred
Employees utilize laptop computers, cell phones, pagers, calculators or similar
equipment in connection with their employment in the Distribution Business,
Metron shall permit the Transferred Employees to retain such equipment and FSI
shall compensate Metron at the rate of $1,000 for each Transferred Employee
possessing such equipment. FSI shall have no obligation to compensate Metron
with respect to any Transferred Employee who does not possess or use such
equipment in his or her employment. In addition, to the extent that any of the
Transferred Employees utilize tools or training manuals and tools in the course
of providing support services for Products in the Distribution Business, Metron
shall permit such Transferred Employees to retain such tools and training
materials, and FSI shall compensate Metron for such equipment at the net book
value of such items. The aggregate amount of the compensation payable by FSI
to Metron under this Section 6.4 shall be referred to as the “Transferred
Employee Tools and Equipment Purchase Price.” On or before the Closing Date,
Metron shall provide FSI with a list of those Transferred Employees possessing
such computers, cell phones, pagers, calculators, tools and training tools,
together with a list, by Transferred Employee, of all such equipment and items.





     6.5 Applicability of Certain Provisions to Employees Located in France.
The parties agree that the provisions of Sections 6.1, 6.2, 6.3 and 6.4 shall
not be binding upon Metron or its Affiliate in France and shall have no force
or effect with respect to employees of Metron or its Affiliate in France who
are located in France unless and until (a) either Metron or its Affiliate in
France has informed and consulted with its Affiliate’s works council in France
regarding the transactions contemplated by this Agreement in accordance with
applicable laws and regulations relating to the transfer of employees located
in France, and (b) to the extent legally required as a result of such
consultations under applicable laws and regulations, such provisions have been
amended by mutual agreement of the parties with respect their application to
employees of Metron or its Affiliate in France who are located in France.





     6.6 Non-Solicitation. Metron agrees that it will not and will not permit
its Affiliates to directly or indirectly solicit any FSI employee, including
any of the Transferred Employees, to become an employee, director, consultant
or contractor with or for Metron or any of its Affiliates or to enter into any
agreement with any FSI employee in any of the foregoing capacities for a period
of one (1) year from the Closing Date. FSI agrees that it will not and will
not permit any of its Affiliates to directly or indirectly solicit any Metron
employee to become an employee, director, consultant or contractor with or for
FSI or any of its Affiliates or to enter into any agreement with a Metron
employee in any of the foregoing capacities for a period of one (1) year from
the Closing Date. Notwithstanding the foregoing, nothing in this Section 6.6
shall preclude





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either party from soliciting or employing any employee of the
other party or the other party’s Affiliates who
resigns from or is terminated by the other party or the other party’s
Affiliates or from soliciting or employing any employee of the other party or
the other party’s Affiliates who contacts the first party or its Affiliates
regarding potential employment or who responds to an advertisement for a
position with the first party or any of its Affiliates.





ARTICLE VII

FACILITIES



     In the event that, as a result of the sale of the Distribution Business to
FSI, Metron expects to have excess facilities capacity immediately following
the Closing Date, Metron may notify FSI in writing no later than January 1,
2003 of the identity, location and nature of such excess capacity. FSI shall
determine its anticipated need for facilities in order to operate the
Distribution Business no later than January 31, 2003 and shall notify Metron of
its determination. In the event that FSI determines in its sole discretion
that it has a need for all or some of the excess facilities capacity of Metron,
the parties shall negotiate in good faith with respect to one or more
sub-leases of such facilities as the parties may agree, and on such terms as
the parties may agree, which shall in all cases be arm’s length and fair market
terms.





ARTICLE VIII

CLOSING AND CLOSING CONDITIONS



     8.1 Closing. Subject to the satisfaction or waiver of the conditions set forth
in Sections 8.2 and 8.3 (but no such waiver of a condition shall constitute a
waiver of any rights or remedies otherwise available to a party hereunder,
including indemnification under Article XII for a breach of any representation
or warranty or covenant of the other party hereunder), the closing of the
transactions contemplated by this Agreement (the “Closing”) shall take place at
the offices of Dorsey & Whitney LLP in Minneapolis, Minnesota on March 1, 2003
(the “Closing Date”) or at such other place and on such other earlier or later
date as may be mutually agreed by FSI and Metron, in which case “Closing Date”
means the date so agreed. The Closing will be effective as of the close of
business on the Closing Date. The parties agree that all steps to be taken at
the Closing of the transactions contemplated by this Agreement are
interdependent with each other and, accordingly, each step taken at the Closing
shall have no effect until the consummation of all the transactions and
agreements contemplated in this Agreement in accordance with their respective
terms and conditions.





     8.2 Metron’s Closing Conditions. The obligation of Metron to take the
actions required to be taken by it at the Closing is subject to the
satisfaction or waiver, in whole or in part, in Metron’s sole discretion, of
each of the following conditions at or prior to the Closing:





     (a)  Representations and Warranties of FSI. The representations and
warranties of FSI set forth in Section 9.2 shall have been true and correct in
all material respects as of the Effective Date, and shall be true and correct
in all respects as of the Closing Date as if made at and as of the Closing
Date, except that (i) any such representation and warranty that by its terms
speaks only as to a specified date (other than the date hereof) shall only need
to be true and
correct as of such date and (ii) any inaccuracies in such representations
and warranties as of the Closing Date shall be disregarded (A) if the
circumstances giving rise to all such inaccuracies





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(considered collectively) do
not have and would not reasonably be expected to have a material adverse effect
on Metron’s ability to reap the benefits of the transactions contemplated by
this Agreement (it being understood that, for the purposes of determining the
accuracy of such representations and warranties as of the Closing Date, all
materiality qualifications contained in such representations and warranties
shall be disregarded) or (B) if the circumstances giving rise to such
inaccuracies are the result of any action taken or not taken pursuant to the
terms of this Agreement.





     (b)  Covenants of FSI. FSI shall have performed and complied in all
material respects with each of its covenants and agreements contained in this
Agreement and required to be performed or complied with by FSI prior to the
Closing.





     (c)  Consents and Approvals. All material consents and approvals necessary
for the completion of the transactions contemplated by this Agreement,
including all governmental and regulatory consents and approvals, shall have
been obtained, except where the failure to obtain such consents or approvals
would not have or would not reasonably be expected to have a material adverse
effect on Metron’s ability to reap the benefits of the transactions
contemplated by this Agreement.





     (d)  Adverse Laws or Proceedings. No law shall have been enacted or
promulgated, and no judgment, order, ruling or decree of any court, arbitrator
or other judicial or governmental authority shall have been issued and shall
remain in effect, which restrains or enjoins or otherwise prohibits the
consummation of the transactions contemplated by this Agreement, and no action,
suit or proceeding by any person or Entity or any governmental authority shall
have been commenced which challenges or seeks to prevent the completion of the
transactions contemplated hereby.





     (e)  Deliverables. All of the documents required under Section 8.5 to be
executed and delivered by FSI prior to or at the Closing pursuant to this
Agreement shall have been executed and delivered by FSI.





     8.3 FSI’s Closing Conditions. The obligation of FSI to take the actions
required to be taken by it at the Closing is subject to the satisfaction or
waiver, in whole or in part, in FSI’s sole discretion, of each of the following
conditions at or prior to the Closing:





     (a)  Representations and Warranties of Metron. The representations and
warranties of Metron set forth in Section 9.1 shall have been true and correct
in all material respects as of the Effective Date, and shall be true and
correct in all respects as of the Closing Date as if made at and as of the
Closing Date, except that (i) any such representation and warranty that by its
terms speaks only as to a specified date (other than the date hereof) shall
only need to be true and correct as of such date and (ii) any inaccuracies in
such representations and warranties shall be disregarded if (A) the
circumstances giving rise to all such inaccuracies (considered collectively) do
not constitute and would not reasonably be expected to have a material adverse
effect on the
Distribution Business or have a material adverse effect upon FSI’s ability
to reap the benefits of the transactions contemplated by this Agreement (it
being understood that, for the purposes of determining the accuracy of such
representations and warranties as of the Closing Date, all materiality
qualifications contained in such representations and warranties shall be
disregarded)







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or (B) if the circumstances giving rise to such inaccuracies are
as a result of any action taken or not taken pursuant to the terms of this
Agreement.





     (b)  Covenants of Metron. Metron shall have performed and complied in all
material respects with each of its covenants and agreements contained in this
Agreement and required to be performed or complied with by Metron prior to the
Closing.





     (c)  Consents and Approvals. All material consents and approvals necessary
for the completion of the transactions contemplated by this Agreement,
including all governmental and regulatory consents and approvals, shall have
been obtained, except where the failure to obtain such consents or approvals
would not have or would not reasonably be expected to have a material adverse
effect on the Distribution Business.





     (d)  Adverse Laws or Proceedings. No law shall have been enacted or
promulgated, and no judgment, order, ruling or decree of any court, arbitrator
or other judicial or governmental authority shall have been issued and shall
remain in effect, which restrains or enjoins or otherwise prohibits the
consummation of the transactions contemplated by this Agreement, and no action,
suit or proceeding by any person or Entity or any governmental authority shall
have been commenced which challenges or seeks to prevent the completion of the
transactions contemplated hereby.





     (e)  Deliverables. All of the documents required under Section 8.4 to be
executed and delivered by Metron prior to or at the Closing pursuant to this
Agreement shall have been executed and delivered Metron.





     8.4 Metron Deliveries at Closing. Subject to the conditions set forth in
this Agreement, on the Closing Date, Metron shall deliver to FSI or cause to be
delivered to FSI:





     (a)  Metron Closing Certificate. Metron shall cause to be delivered a
certificate of the appropriate officers of Metron, dated as of the Closing
Date, in which such officers shall certify that the conditions set forth in
Section 8.3(a) and (b) have been fulfilled.





     (b)  Metron Bills of Sale, Etc. Metron shall, and shall cause the relevant
Metron Selling Affiliate to, execute and deliver such bills of sale, notarial
deeds and/or other instruments of transfer (together with evidence of the
termination and release of all Liens on the Product Inventory, Spare Parts
Inventory, Demonstration Equipment and any other assets of the Distribution
Business to be transferred or assigned to FSI pursuant to this Agreement) as
FSI or the FSI Purchasing Affiliates may reasonably request in order to convey,
transfer, assign and deliver to FSI or the relevant FSI Purchasing Affiliate
free and clear of all Liens, the Product Inventory, Spare Parts Inventory,
Demonstration Equipment and other assets of the Distribution Business sold to
FSI and the FSI Purchasing Affiliates pursuant to this Agreement.





     (c)  Permits and Product Registrations. Metron shall, and shall cause the
relevant Metron Selling Affiliate to, assign and deliver to FSI or the relevant
FSI Purchasing Affiliate all Permits, including Product Registrations, to the
extent they are assignable, except where the failure to assign and deliver such
Permits or Product Registrations would not have or would not reasonably be
expected to have a material adverse effect on the Distribution Business.





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     (d)  Delivery of Records. Subject to the terms of the Transition Plan,
Metron shall, and shall cause the relevant Metron Selling Affiliate to, deliver
to FSI or the relevant FSI Purchasing Affiliate all files (including, but not
limited to, the all warranty files for each system in the possession of Metron
or any Metron Selling Affiliate), records and other relevant supporting
documentation relating primarily to the Distribution Business (including
records and documentation in the possession of Metron or any Metron Selling
Affiliate that relate to labor and warranty obligations, Service/Applications
Support Contracts, Closing Date Product Purchase Orders and Closing Date Spare
Parts Purchase Orders assumed by FSI and the FSI Purchasing Affiliate pursuant
to this Agreement) (other than duplicate copies thereof that are maintained by
Metron for general corporate, tax and accounting purposes).





     (e)  Metron Closing Date Payment. Metron shall make the Metron Closing
Date Payment in accordance with Section 2.4(c), if applicable.





     (f)  Other Metron Deliverables. Metron shall deliver such other
certificates, documents and instruments that FSI reasonably requests for the
purpose facilitating the consummation of the transactions contemplated by this
Agreement, except where the failure to deliver such documents or instruments
would not have or would not reasonably be expected to have a material adverse
effect on the Distribution Business.





     8.5 FSI Deliveries at Closing. Subject to the conditions set forth in
this Agreement, on the Closing Date, FSI shall deliver to Metron or cause to be
delivered to Metron:





     (a)  FSI Closing Certificate. FSI shall cause to be delivered a
certificate of the appropriate officers of FSI, dated as of the Closing Date,
in which such officers shall certify that the conditions set forth in Section
8.2(a) and (b) have been fulfilled.





     (b)  FSI Closing Date Payment. FSI shall make the FSI Closing Date Payment
in accordance with Section 2.4(b), if applicable.





     (c)  Metron Shares. FSI shall deliver the Metron Shares (or portion
thereof) by delivering to Metron or its designated agent the share certificates
representing the Metron Shares, together with such instruments and endorsements
necessary under applicable law to transfer such certificates and ownership in
the Metron Shares to Metron in accordance with Section 2.4(b), if applicable.





     (d)  Other FSI Deliverables. FSI shall execute such documents assuming the
service and warranty obligations of Metron and the Metron Selling Affiliates as
required by Article IV and shall deliver such other certificates, documents and
instruments that Metron reasonably requests for the purpose facilitating the
consummation of the transactions contemplated by this
Agreement, except where the failure to deliver such documents or
instruments would not have or would not reasonably be expected to have a
material adverse effect on Metron’s ability to reap the benefits of the
transactions contemplated by this Agreement.





     8.6 Efforts to Close. FSI and Metron shall each use its commercially
reasonable efforts to take, or cause to be taken, all actions, and to do, or
cause to be done, all things necessary, proper or advisable (subject to all
applicable laws) to cause the conditions in Sections




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8.2 and 8.3, respectively,
to be satisfied on a timely basis and to consummate and make effective the
transactions contemplated by this Agreement by the Closing Date.





     8.7 Failure to Close. Notwithstanding anything else contained in this
Agreement, in the event that for any reason the Closing does not occur on or
prior to the Closing Date, FSI and Metron shall have the following rights and
remedies:





     (a)  Failure of Condition outside the Control of the Parties. If the
reason that the Closing has not occurred is the result of the failure to
satisfy any of a conditions set forth in Section 8.2(a) (“Representations and
Warranties of FSI”) (with respect to the accuracy of the representations and
warranties of FSI set forth in Sections 9.2(d) and (e) as of the Closing Date),
Section 8.2(c) (“Consents and Approvals”), Section 8.2(d) (“Adverse Laws or
Proceedings”), Section 8.3(a) (“Representations and Warranties of Metron”)
(with respect to the accuracy of the representations and warranties of Metron
set forth in Sections 9.1(d) and (e) as of the Closing Date), Section 8.3(c)
(“Consents and Approvals”) or Section 8.3(d) (“Adverse Laws or Proceedings”),
then either FSI or Metron may terminate this Agreement by written notice to the
other party, and no party shall have the right to request specific performance
of this Agreement and no party shall be liable for damages to any other party
to this Agreement except to the extent that the failure to close is
attributable to the material default by one of the parties hereto.





     (b)  Failure of Condition within the Control of Metron. If the reason that
the Closing has not occurred is not by reason of Section 8.7(a) but is the
result of the failure to satisfy any of the conditions set forth in Section
8.3(a) (“Representations and Warranties of Metron”) (other than with respect to
the accuracy of the representations and warranties of Metron set forth in
Sections 9.1(d) and (e) as of the Closing Date), Section 8.3(b) (“Covenants of
Metron”), Section 8.4(a) (“Metron Closing Certificate”), Section 8.4(b)
(“Metron Bills of Sale, Etc.”), Section 8.4(c) (“Permits and Product
Registrations”), Section 8.4(e) (“Metron Closing Date Payment”) and Section
8.4(f) (“Other Metron Deliverables”), and if FSI is not in material default
under this Agreement, FSI may, upon at least ten (10) days notice to Metron,
elect to either (i) consummate the transactions set forth herein and seek
specific performance of this Agreement despite the nonfulfillment of the
relevant condition or conditions or default or (ii) terminate this Agreement by
written notice to Metron. In either case, FSI shall be further entitled to
pursue any claims or cause of action it may have, if any, against Metron at law
or in equity arising out of the material breach by Metron of any material
covenant, representation or warranty hereunder.





     (c)  Failure of Condition within the Control of FSI. If the reason that
the Closing has not occurred is not by reason of Section 8.7(a) but is the
result of the failure to satisfy any of the conditions set forth in Section
8.2(a) (“Representations and Warranties of FSI”) (other than with respect to
the accuracy of the representations and warranties of FSI set forth in Sections
9.2(d) and (e) as of the Closing Date), Section 8.2(b) (“Covenants of FSI”),
Section 8.5(a) (“FSI Closing Certificate”), Section 8.5(b) (“FSI Closing Date
Payment”), Section 8.5(c) (“Metron Shares”) and Section 8.5(d) (“Other FSI
Deliverables”), and if Metron is not in material default under this Agreement,
Metron may, upon at least ten (10) days notice to FSI, elect to either (i)
consummate the transactions set forth herein and seek specific performance of
this Agreement despite the nonfulfillment of the relevant condition or
conditions or default or (ii) terminate this Agreement by written notice to
FSI. In either case, Metron shall be further entitled to pursue any




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claims or
cause of action it may have, if any, against FSI at law or in equity arising
out of the material breach by FSI of any material covenant, representation or
warranty hereunder.





ARTICLE IX

REPRESENTATIONS AND WARRANTIES






     9.1 Representations and Warranties by Metron. Metron, on behalf of itself
and it’s the Metron Selling Affiliates, represents and warrants to FSI as
follows:





     (a)  Due Organization; Corporate Power. Metron is a public limited
liability company (naamloze vennootschap) duly organized and validly existing
under the laws of The Netherlands and has the corporate power and authority to
carry on (through itself and the Metron Selling Affiliates) the Distribution
Business as now being conducted, execute and deliver this Agreement and
consummate the transactions contemplated hereby.





     (b)  Conflicting Agreements. The execution and delivery by Metron of this
Agreement, the Israel Distribution Agreement, the Note and the Security
Agreement, and the other agreements, documents and instruments contemplated
hereby, the consummation of the transactions contemplated hereby or thereby,
and the performance or observance by Metron and the Metron Selling Affiliates
of any of the terms or conditions hereof or thereof, will not materially
conflict with, or result in a material breach or violation of the terms or
conditions of, or constitute a default under, or result in the creation of any
Lien on any of the assets of Metron or any Metron Selling Affiliate pursuant
to, (i) the articles of association or shareholder resolutions of Metron or any
Metron Selling Affiliate that are presently in force, (ii) any award of any
arbitrator or judge, or (iii) any indenture, contract or agreement (including
any agreement with shareholders), instrument, order, judgment, decree, statute,
law, rule or regulation to which Metron or any Metron Selling Affiliate or the
assets of Metron or any Metron Selling Affiliate is subject.





     (c)  Corporate Authority. The execution and delivery by Metron of this
Agreement, the Israel Distribution Agreement, the Note and the Security
Agreement, and the other agreements, documents and instruments contemplated
hereby, and the consummation of the transactions contemplated hereby or
thereby, have been duly authorized by all necessary corporate action. This
Agreement, the Israel Distribution Agreement, the Note and the Security
Agreement, and all other agreements, documents and instruments required hereby
to be executed and delivered by Metron
are, or when delivered will be, legal, valid and binding obligations of
Metron, enforceable in accordance with their respective terms, subject in each
case to (i) laws of general application relating to bankruptcy, insolvency and
the relief of debtors and (ii) general principles of equity.





     (d)  Actions, Suits, Proceedings. There are no requests, notices,
investigations, claims, demands, actions, suits or other legal or
administrative proceedings pending or, to the Knowledge of Metron, threatened
against Metron or any Metron Selling Affiliate or any of their respective
properties in any court or arbitration tribunal or before any federal, local or
other governmental agency which (i) seek to restrain or prohibit the
transactions contemplated by this Agreement or obtain any damages in connection
therewith, (ii) in any way call into question the validity of this Agreement,
the Israel Distribution Agreement, the Note and the Security Agreement, or any
other agreement, document or instrument contemplated hereby or (iii) could
reasonably be expected to




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have a material adverse effect on the Distribution
Business or on the ability of Metron or any Metron Selling Affiliate to
consummate the transactions contemplated by this Agreement.





     (e)  Governmental Authorities, Consents. Neither Metron nor any Metron
Selling Affiliate is required to submit any notice, report or other filing with
or to any governmental authority in connection with the execution or delivery
by Metron of this Agreement or the consummation of the transactions
contemplated hereby and, no consent, approval or authorization of any
governmental or regulatory authority is required to be obtained by Metron or
any Metron Selling Affiliate in connection with Metron’s execution, delivery
and performance of this Agreement.





     (f)  Ownership of Assets of the Distribution Business. As of the Closing,
either Metron or a Metron Selling Affiliate will have good and marketable title
to each of the Products, Spare Parts, Demonstration Equipment and other assets
of the Distribution Business free and clear of all Liens.





     (g)  Contracts related to the Distribution Business. Schedule 11.4(a), to
be delivered in accordance with Section 11.4, will set forth, as of the Closing
Date a true and complete list of all contracts, commitments and arrangements
(other than purchase orders to be fulfilled within sixty (60) days and other
than the Distribution Agreements and the Israel Distribution Agreement) to
which Metron or any Affiliate of Metron is a party or by which it is bound,
that are currently in effect and that relate to the conduct of the Distribution
Business.





     (h)  Compliance with Laws; Product Registrations. Metron and the Metron
Selling Affiliates are conducting and have conducted the Distribution Business
in compliance in all material respects with all laws, regulations and orders
applicable to Metron and the Distribution Business. Metron has, in full force
and effect, all licenses, permits and certificates, from federal, state, local
and foreign governmental authorities (including all Product Registrations)
necessary for the conduct of the Distribution Business (collectively, the
“Permits”). Schedule 11.4(a), to be delivered in accordance with Section 11.4,
will set forth, as of the Closing Date, a correct and complete list of all the
Permits (including Product Registrations). The Permits, including the Product
Registrations, constitute all of the licenses, permits and certificates that
are required for the conduct of the Distribution Business (excluding the Israel
Distribution Business) and Metron has conducted the Distribution Business in
compliance with all material terms and conditions of the Permits.





     (i)  Employees. As of the Closing Date, the Transferred Employees set
forth on Schedule 6.1 hereto, as such list is updated by Metron from time to
time in accordance with Section 6.1, shall be employed by Metron and the Metron
Selling Affiliates in connection with the Distribution Business. Neither
Metron nor any Metron Selling Affiliates has as of the Effective Date and will
have as of the Closing Date offered any contract of employment, consulting
contract or other contract for services to any of the Transferred Employees.
Metron has not offered, promised or agreed to at any time after the Effective
Date amend any of the terms and conditions of employment of the Transferred
Employees, whether in writing or orally, including terms relating to salaries,
bonuses, commissions, job description or location. Schedule 6.1 sets forth a
complete and accurate list of all of the Transferred Employees including their
job title, country of residence and Metron Affiliate which is such employee’s
employer. As of the




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Closing, Schedule 6.1, as updated in accordance with
Section 6.1, will also set forth, for each Transferred Employee, a complete and
accurate summary of the employment terms for each such employee, including
salary, bonus and commission arrangements, notice entitlement, date of birth
and length of service. As of the Closing Date, Metron will have discharged all
obligations owed to the Transferred Employees, including the payment of all
salaries accrued and owing together with all expense claims, vacation pay, sick
pay, bonuses, commissions and the like.





     (j)  Employee Benefits. Schedule 9.1(j) sets forth a complete and
accurate list of all material Employee Benefits (other than Employee Benefit
plans and arrangements that are imposed by statute) provided to employees by
the Metron Affiliates in each of the jurisdictions where Transferred Employees
are employed. As of the Closing, Schedule 9.1(j), as updated in accordance
with Section 6.1, will also set forth, all Employee Benefit plans or
arrangements in which the Transferred Employees are entitled to participate or
which apply to the Transferred Employees (other than Employee Benefit plans and
arrangement that are imposed by statute). Metron has not proposed and is not
proposing to introduce any bonus, profit sharing, stock option, stock
incentive, pension plan, annuity or like form of benefit plan for the
Transferred Employees.





     (k)  Statutory Obligations. Metron has complied with all statutory and
regulatory obligations in all countries in which the Distribution Business is
operated with respect to income tax withholding and social security or national
insurance deductions with respect to the Transferred Employees and has deducted
and paid all requisite amounts to the relevant tax authorities in accordance
with such statutory or regulatory obligations up to and including the Closing
Date.





     (l)  Insurance. Metron has at all times during the term of the
Distribution Agreements maintained the insurance policies required by the terms
of the Distribution Agreements in the amounts required for each of such
policies. As of the Effective Date, such insurance policies are in full force
and effect.





     (m)  UK Pensions. The Metron Scheme is fully approved by the UK Inland
Revenue under the Income and Corporation Taxes Act 1988. The manager of the
Metron Scheme has the power to pay the Transfer Amount to the trustee or
manager of the FSI Scheme. Metron or the relevant Metron Affiliate has duly
complied in all material respects with its obligations under the Metron Scheme
and all amounts due to be paid to the Metron Scheme by Metron or the relevant
Metron Affiliate and the employees covered by the Metron Scheme have been paid
and the
Metron Scheme is fully funded. Except for the Metron Scheme, Metron is
not under any legal liability or obligation to pay (or contribute to any
arrangement, past or present, relating to) any pensions, gratuities,
superannuation allowances or the like to or in respect of any of the
Transferred Employees located in the United Kingdom. The assets, policies or
investments relating to the Metron Scheme are sufficient to satisfy the
obligations and liabilities (both current and contingent) which the Metron
Scheme has to its members at the Effective Date and shall be sufficient to
satisfy the obligations and liabilities (both current and contingent) which it
will have to its members at Closing. Metron and the Metron Scheme have
complied with all applicable legislation, rules and regulations and have
obtained all necessary consents, approvals and permissions for the past,
present and future operation of the Metron Scheme. To the Knowledge of Metron,
there are no facts or circumstances that may result in any loss, liability or
damage to




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FSI or the Metron Scheme (or its assets, policies or investments) or
the withdrawal of any necessary consent, approval (including, without
limitation, the approval of the UK Inland Revenue under the Income and
Corporation Taxes Act 1988) by virtue of the execution of this Agreement, the
Closing or the payment of the Transfer Amount.





     (n)  Listings. Each of the Listings, including all updates thereto,
provided by Metron to FSI contains all information required to be included in
such Listing and such information is complete and correct as of the date of
such Listing.





     (o)  MTDC and MTDC Inventory. MTDC is a corporation duly organized and
validly existing under the laws of the state of California and has the
corporate power and authority to own its properties, including the MTDC
Inventory, carry on its business as now being conducted, execute and deliver
the Security Agreement and consummate the transactions contemplated thereby.
The execution and delivery by MTDC of the Security Agreement, the consummation
of the transactions contemplated thereby, and the performance or observance by
MTDC of any of the terms or conditions thereof, will not materially conflict
with, or result in a material breach or violation of the terms or conditions
of, or constitute a default under, or result in the creation of any Lien on any
of the assets of MTDC, including the MTDC Inventory, pursuant to, (i) the
Articles of Incorporation, By-Laws or shareholder resolutions of MTDC that are
presently in effect, (ii) any award of any arbitrator or judge or (iii) any
indenture, contract or agreement (including any agreement with shareholders),
instrument, order, judgment, decree, statute, law, rule or regulation to which
MTDC or the assets of MTDC, including the MTDC Inventory, is subject. The
execution and delivery by MTDC of the Security Agreement, and the consummation
of the transactions contemplated thereby, have been duly authorized by all
necessary corporate action. The Security Agreement is the legal, valid and
binding obligation of MTDC, enforceable in accordance with its terms, subject
to (i) laws of general application relating to bankruptcy, insolvency and the
relief of debtors and (ii) general principles of equity. Schedule 9.1(o) sets
forth a true and complete list of the inventory by major category held by MTDC
as of August 31, 2002 and the gross inventory carrying value of such inventory,
as reflected on MTDC’s balance sheet dated as of August 31, 2001 (which balance
sheet is based upon the books and records of the MTDC and fairly presents the
assets of MTDC as of the date thereof) (such inventory, as the same may
adjusted in the ordinary course of business to reflect sales thereof after such
date and purchases of similar inventory after such date, the “MTDC Inventory”).
MTDC owns the MTDC Inventory free and clear of all Liens (except for a Lien in
favor of Silicon Valley Bank with respect to which the underlying obligation of
Metron and MTDC has been satisfied in full).





     9.2 Representations and Warranties by FSI. FSI, on behalf of itself and
the FSI Purchasing Affiliates, represents and warrants to Metron as follows:





     (a)  Due Organization; Corporate Power. FSI is a corporation duly
organized and validly existing under the laws of the state of Minnesota and has
the corporate power and authority to own its properties, carry on its business
as now being conducted, execute and deliver this Agreement and consummate the
transactions contemplated hereby.





     (b)  Conflicting Agreements. The execution and delivery by FSI of this
Agreement, the Israel Distribution Agreement, the Note and the Security
Agreement, and the other agreements, documents and instruments contemplated
hereby, the consummation of the transactions




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contemplated hereby or thereby,
and the performance or observance by FSI and the FSI Purchasing Affiliates of
any of the terms or conditions hereof or thereof, will not conflict with, or
result in a breach or violation of the terms or conditions of, or constitute a
default under, or result in the creation of any Lien on any of the assets of
FSI or any FSI Purchasing Affiliate pursuant to, (i) the Articles of
Incorporation, By-Laws or shareholder resolutions of FSI or the articles of
association, other organizational documents or shareholder resolutions of any
FSI Purchasing Affiliate, (ii) any award of any arbitrator or judge or (iii)
any indenture, contract or agreement (including any agreement with
shareholders), instrument, order, judgment, decree, statute, law, rule or
regulation to which FSI or any FSI Purchasing Affiliate or the assets of FSI or
any Purchasing Affiliate is subject.





     (c)  Corporate Authority. The execution and delivery by FSI of this
Agreement, the Israel Distribution Agreement, the Note and the Security
Agreement, and the other agreements, documents and instruments contemplated
hereby, and the consummation of the transactions contemplated hereby or
thereby, have been duly authorized by all necessary corporate action. This
Agreement, the Israel Distribution Agreement, the Note and the Security
Agreement, and all other agreements, documents and instruments required hereby
to be executed and delivered by FSI are, or when delivered will be, legal,
valid and binding obligations of FSI, enforceable in accordance with their
respective terms, subject in each case to (i) laws of general application
relating to bankruptcy, insolvency and the relief of debtors and (ii) general
principles of equity.





     (d)  Actions, Suits, Proceedings. There are no requests, notices,
investigations, claims, demands, actions, suits or other legal or
administrative proceedings pending or, to the Knowledge of FSI, threatened
against FSI or any FSI Purchasing Affiliate or any of their respective
properties in any court or arbitration tribunal or before any federal, local or
other governmental agency which (i) seek to restrain or prohibit the
transactions contemplated by this Agreement or obtain any damages in connection
therewith, (ii) in any way call into question the validity of this Agreement,
the Israel Distribution Agreement, the Note and the Security Agreement, or any
other agreement, document or instrument contemplated hereby or (iii) could
reasonably be expected to have a material adverse effect on the Distribution
Business or on the ability of FSI or any FSI Purchasing Affiliate to consummate
the transactions contemplated by this Agreement.





     (e)  Governmental Authorities, Consents. Neither FSI nor any FSI
Purchasing Affiliate is required to submit any notice, report or other filing
with or to any governmental authority in connection with the execution or
delivery by FSI of this Agreement or the
consummation of the transactions contemplated hereby and, no consent,
approval or authorization of any governmental or regulatory authority is
required to be obtained by FSI or any FSI Purchasing Affiliate in connection
with FSI’s execution, delivery and performance of this Agreement.





     (f)  Ownership of Metron Shares. FSI is the owner of the Metron Shares,
free and clear of all Liens.





     9.3 Survival of Representations and Warranties. Notwithstanding any
investigation made by or on behalf of any of the parties hereto or the results
of any such investigation and notwithstanding the participation of such party
in the Closing, the representations and warranties contained herein and in any
certificates or other document delivered or to be delivered pursuant to the
terms of this Agreement shall survive the Closing




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Date until August 31, 2003
(the “Termination Date”), at which time such representations and warranties
shall terminate and expire and shall cease to be of any force or effect, and
all liability of the parties with respect to such representations and
warranties shall thereupon be extinguished; provided that if, prior to the
Termination Date, either party shall have duly delivered a claim notice, then
the specific indemnification claim set forth in such claim notice shall survive
the Termination Date (and shall not be extinguished thereby).





ARTICLE X

CONDUCT OF DISTRIBUTION BUSINESS DURING TRANSITION PERIOD






     10.1 Operation of Distribution Business. During the Transition Period,
unless FSI shall otherwise agree in writing, or as otherwise expressly
contemplated or permitted by other provisions of this Agreement, Metron shall,
and shall cause its Affiliates to, observe the following provisions up to and
including the Closing Date:





     (a)  The Distribution Business shall be conducted only in, and Metron shall
not take any action except in, the ordinary course of business on an
arm’s-length basis and in accordance with all applicable laws, this Agreement
and the Distribution Agreements.





     (b)  Metron shall not:






		
	 	     (i) subject the assets of the Distribution Business to any Lien
(other than Liens that exist as of the Effective Date, which Liens are to
be released at or prior to the Closing) and shall cause MTDC not to
subject the MTDC Inventory to any Lien;




		
	 	     (ii) make or grant any bonus or any wage, salary or compensation
increase or severance or termination payment to, or promote any
Transferred Employee, or enter into or amend any employment contract with
any Transferred Employee; provided however, that the foregoing shall not
apply to (x) compensation increases approved in advance and in writing by
FSI, (y) currently planned merit salary increases for a selected number
of Transferred Employees not to exceed [***] of salary and (z) such
modifications to Employee Benefits or employment terms as are required by
law);
	 
	 	     (iii) make or grant any increase in the benefits payable under any
Employee Benefit plan or arrangement applicable to any Transferred
Employees, amend or terminate any existing Employee Benefit plan or
arrangement applicable to any Transferred Employee or adopt any new
Employee Benefit plan or arrangement applicable to any Transferred
Employee, except as required by law; or




		
	 	     (iv) terminate, amend or enter into any contract, commitment or
arrangement outside the ordinary course of business relating to the
Distribution Business (excluding purchase orders to be fulfilled within
sixty (60) days and contracts, commitments or arrangements that would not
be binding on FSI or an FSI Purchasing Affiliate after the Closing Date).



     (c)  Metron shall use commercially reasonable efforts to cause its current
insurance policies relating to the Distribution Business not to be canceled, or
terminated or any of the coverage thereunder to lapse,




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unless simultaneously
with such termination, cancellation or lapse, replacement policies providing
coverage substantially equal to the coverage under the canceled, terminated or
lapsed policies are in full force and effect.





     (d)  Metron shall use commercially reasonable efforts to preserve intact
its business organization and goodwill relating to the Distribution Business,
including the goodwill of customers and others having business relationships
with Metron related to the Distribution Business, and to keep available the
services of the Transferred Employees as a group and preserve intact its
material contracts, commitments and arrangements.





ARTICLE XI

ADDITIONAL COVENANTS






     11.1 Non-Competition. At any and all times from and after the Closing
Date until the first anniversary thereof, Metron agrees that it shall not and
shall not permit its subsidiaries to directly or indirectly, sell or sell for,
render services to or act as agent or distributor for, products that compete
with the Products of FSI in any of the territories in which Metron or its
subsidiaries operated the Distribution Business prior to the Closing Date;
provided, that (a) nothing shall preclude Metron or its subsidiaries from
acting as an agent or distributor or marketing, selling or rendering services
with respect to the Legacy Products described in Schedule 11.1 attached hereto,
(b) nothing shall preclude Metron or its subsidiaries from marketing or selling
any Products or Spare Parts that are held by Metron or any Metron Selling
Affiliate as of the Closing Date and are not repurchased by FSI in accordance
with this Agreement and (c) nothing shall preclude Metron or its subsidiaries
from fulfilling its obligations under any Service/Applications Support Contract
that is not assigned to or any warranty obligation that is not assumed by FSI
or an FSI Selling Affiliate as of the Closing Date. If the final judgment of
an arbitrator or court of competent jurisdiction declares any term or provision
of this Section 11.1 to be invalid or unenforceable, the parties agree that the
arbitrator or court making the determination of invalidity or unenforceability
shall have the power to amend or otherwise modify the offending term or
provision so that it is valid and enforceable and is closest to expressing the
intention of the unenforceable term or provision and this Agreement shall be
enforceable as so modified.





     11.2 Access to Properties, Books, Records, Etc. Between the date hereof
and the Closing Date, Metron shall afford to FSI and its authorized
representatives access at reasonable times and upon reasonable notice to the
offices, properties, books, records, officers, employees and other items of the
Distribution Business, and, with the consent of Metron (which consent shall not
be unreasonably withheld), to conduct such inspections and reviews as FSI may
deem necessary, and otherwise provide such assistance as is reasonably
requested by FSI in connection with the matters contemplated by this Agreement.





     11.3 Government Approvals. As promptly as practicable after the execution
of this Agreement, each of Metron and FSI shall make or cause to be made all
filings and submissions required under any laws or regulations applicable to
the Distribution Business or Metron and FSI or their respective Affiliates) for
the consummation of the transactions contemplated herein. Metron and FSI will
coordinate and cooperate with each other in exchanging such information, will
not make any such filing without providing to the other a final copy thereof
for its review and consent at least ten (10) business days in advance of the
proposed filing and will provide such reasonable assistance as Buyer may
request in connection with all of the foregoing.





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     11.4 Registrations.





     (a)  Within thirty (30) days of the Effective Date, Metron shall provide
FSI with Schedule 11.4(a), which will set forth a correct and complete list of
all the Permits (including Product Registrations).





     (b)  In the event that any Permit, including any Product Registration, is
not assignable to FSI or the relevant FSI Purchasing Affiliate in connection
with the transactions contemplated by this Agreement, Metron and FSI shall use
their respective commercially reasonable efforts to enter in any reasonable
arrangement designed to provide FSI or the relevant FSI Purchasing Affiliate
with the benefits of such Permit intended to be assigned to FSI or such FSI
Purchasing Affiliate until such time as FSI or such FSI Purchasing Affiliate is
able to obtain a new or substitute Permit.





     (c)  In the event that Metron or any of its Affiliates has, either directly
or indirectly, registered or otherwise filed with any governmental agency or
authority anywhere in the world (excluding Israel), or submitted for the
approval of any such governmental agency or authority, (i) either Distribution
Agreement, (ii) any commercial agency relationship between FSI and Metron
arising under the Distribution Agreements, (iii) Metron’s rights to sell and
distribute Products or (iv) any other rights or obligations of FSI or its
Affiliates arising under either Distribution Agreement, then Metron shall, to
the extent permitted under applicable law, at its expense and on or before the
Closing Date, assign and transfer such registration, filing or approval, to FSI
or its designated Affiliate. If such assignment and transfer is not permitted
under applicable law, Metron shall or shall cause its Affiliates to, at
Metron’s expense, terminate and withdraw such registration, filing or approval
in a manner reasonably satisfactory to FSI.





     11.5 Transition Plan. On or before the Effective Date, Metron and FSI
shall each designate no fewer than six (6) representatives to a transition
working group, and the representatives so designated shall represent all
material functions or departments within the business organization of each of
FSI and Metron. Within thirty (30) days of the Effective Date, the transition
working group shall prepare the Transition Plan which shall identify the key
transition issues to be addressed by the parties and the respective
responsibilities of the parties to ensure the smooth and effective transition
of the Distribution Business (other than the Israel Distribution Business) from
Metron to FSI. Upon completion of the Transition Plan, the plan shall be
attached to this Agreement as Schedule 11.5.





     11.6 Performance under Distribution Agreements. During the Transition
Period, Metron and FSI shall each continue to perform all of its respective
obligations under the Distribution Agreements.





     11.7 Confidentiality.





     (a)  For purposes of this Agreement, the term “Confidential Information”
shall mean, with respect to each of the parties, including each of their
respective Affiliates, information that is proprietary to it, including
patents, know-how, designs, formulas, processes, technology, plans, data, trade
secrets, inventions, discoveries, improvements and ideas or works of authorship
or other information relating to its business; information concerning any of
its past, current or




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possible future products or projects; information about
its research, development, purchasing, accounting, marketing, or selling of
products or services; and information concerning any of its past, current or
possible future customers or business prospects. Confidential Information
shall not include (i) any information lawfully in any party’s possession prior
to the date of disclosure thereof by any other party bound hereby, (ii) any
information which is in the public domain or hereafter becomes a part thereof
through no fault of the party to whom such Confidential information has been
disclosed, (iii) any information that becomes available to a party on a
non-confidential and lawful basis from a source other than any other entity
bound hereby, or (iv) any information disclosed from one party bound hereby to
another that is expressed in writing by the disclosing party to be
non-confidential.





     (b)  Except as otherwise may be specifically provided herein, each of the
parties hereto agrees that all proprietary information obtained from the other
party during the term of this Agreement will be presumed to constitute
Confidential Information (unless it falls within any category described in any
of subsections (i) through (iv) set forth above in the definition of
Confidential Information), and will be held in the strictest confidence by each
such party as well as by its respective Affiliates and representatives,
including its legal counsel, accountants and financial advisors who have a need
to know such information. Anything to the contrary herein notwithstanding,
each of the parties shall immediately notify each other party if it is required
by law or judicial authority to disclose any of such Confidential Information.
The terms and provisions of this Section 11.7 shall survive for a period of one
(1) year after the Closing Date.





     11.8 Announcements and Communications. Neither FSI or Metron, nor any of
their Affiliates, shall make any public statements, including any press
releases, with respect to this Agreement and the transactions contemplated
hereby without the prior written consent of the other party (which consent
shall not be unreasonably withheld), except as may be required by any law
applicable to them or their Affiliates. The parties shall mutually agree upon
a communications plan regarding this Agreement and the transactions
contemplated herein, and shall fully cooperate in implementing such plan.





     11.9 Insurance. Metron shall, upon the request of FSI, provide FSI with
copies of all insurance policies it maintains relating to the Distribution
Business, including the insurance policies required by the terms of the
Distribution Agreements.





     11.10 Contracts. Within thirty (30) days of the Effective Date, Metron
shall provide FSI with Schedule 11.10, which will set forth a true and complete
list of all contracts, commitments and arrangements (other than purchase orders
to be fulfilled or system start-up contracts and service and support contracts
to be completed and parts and labor warranty agreements that expire within
sixty (60) days and other than the Distribution Agreements and the Israel
Distribution Agreement) to which Metron or any Affiliate of Metron is a party
or by which it is bound, that are currently in effect and that relate to the
conduct of the Distribution Business.





     11.11 Shareholder Approval. Metron shall, in accordance with its articles
of association, use its commercially reasonable efforts to obtain, as promptly
as practicable after the Effective Date, any required ratification or approval
by the shareholders of Metron to enable FSI to pay a portion of the Premium by
assigning and transferring the Metron Shares to Metron. In connection with
obtaining such ratification or approval, the management board and the




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supervisory board of Metron shall take such actions as may be necessary or
appropriate to obtain the ratification and approval of Metron shareholders of
such payment of a portion of the Premium by the assignment and transfer of the
Metron Shares to Metron and any other provision of this Agreement that requires
the ratification or approval of the shareholders of Metron, including calling
and holding a shareholders meeting, recommending such ratification and approval
to shareholders and contacting shareholders holding a significant percentage of
Metron shares directly to recommend that they vote in favor of such
ratification and approval.





     11.12 Expenses. Except as otherwise agreed by the parties, each party
shall each bear its own respective costs and expenses relating to the
transactions contemplated hereby, including, fees and expenses of legal
counsel, accountants, finders and brokers, printers, consultants and other
representatives retained by them in connection with the proposed transactions
contemplated hereby including the obtaining of all necessary consents and
approvals.





     11.13 UK Pensions. Prior to the Closing, Metron shall not and shall not
permit any Metron Affiliate to make any changes to the Metron Scheme without
the prior written consent of FSI, which consent shall not be unreasonably
withheld.





     11.14 MTDC Inventory. Within fifteen (15) days of the Effective Date,
Metron shall provide FSI with an updated Schedule 9.1(o), which will set forth,
as of the Effective Date or such other date as close to the Effective Date as
reasonably practicable, the part number, quantity and inventory carrying value
of the MTDC Inventory, as reflected on MTDC’s most recent balance sheet (which
balance sheet will be based upon the books and records of the MTDC and will
fairly present the assets of MTDC as of the date thereof). Within ten (10)
days of the Effective Date, Metron shall, and shall cause MTDC to, take all
actions necessary to provide FSI with a perfected first priority Lien on the
MTDC Inventory, including filing UCC termination statements in all appropriate
jurisdictions to cause any UCC financing statements relating to Liens in favor
of Silicon Valley Bank on the MTDC Inventory to be terminated.





ARTICLE XII

INDEMNIFICATION






     12.1 Indemnification by Metron. Metron agrees to indemnify in full FSI
and the Affiliates of FSI, and their respective officers, directors, employees,
agents and shareholders (collectively, the “FSI Indemnified Parties”) and to
defend and hold them harmless against any loss, liability, deficiency, damage,
expense or cost (including reasonable legal expenses) (collectively, “Losses”)
which the FSI Indemnified Parties may suffer, sustain or become subject to, as
a result of (i) any breach of the representations and warranties of Metron or
its Affiliates contained in this Agreement, the Note or the Security Agreement,
or in any certificates or other documents delivered or to be delivered by or on
behalf of Metron or its Affiliates pursuant to the terms of this Agreement,
(ii) any breach of or failure to perform any covenant or agreement of Metron or
its Affiliates contained in this Agreement, the Note and the Security
Agreement, or in any certificates or other documents, (iii) all activities
related to the conduct of the Distribution Business by Metron prior to the
Closing Date (except to the extent expressly assumed by FSI hereunder) and (iv)
actions, suits, proceedings and claims relating to the foregoing.







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     12.2 Indemnification by FSI. FSI agrees to indemnify in full Metron and
the Affiliates of Metron, and their respective officers, directors, employees,
agents and shareholders (collectively, the “Metron Indemnified Parties”) and to
defend and hold them harmless against any Losses which the Metron Indemnified
Parties may suffer, sustain or become subject to, as a result of (i) any breach
of the representations and warranties of FSI or its Affiliates contained in
this Agreement, the Note and the Security Agreement, or in any certificates or
other documents delivered or to be delivered by or on behalf of FSI or its
Affiliates pursuant to the terms of this Agreement, (ii) any breach of or
failure to perform any covenant or agreement of FSI or its Affiliates contained
in
this Agreement, the Note and the Security Agreement, or in any
certificates or other documents, (iii) all activities related to the conduct of
the Distribution Business by FSI after the Closing Date and (iv) actions,
suits, proceedings and claims relating to the foregoing.





     12.3 Deductible Amount. Without limiting the effect of any of the other
limitations set forth herein, neither party shall be required to make any
indemnification payment hereunder with respect to any breach of any of its
representations and warranties, except to the extent that the cumulative amount
of the Losses to which the Indemnified Party is entitled to indemnification
under the terms of this Article XII as a result of all such breaches of such
representations and warranties exceeds the Deductible Amount; and the
Indemnifying Party shall only be required to pay, and shall only be liable for,
the amount by which the cumulative amount of such Losses resulting from all
such breaches of such representations and warranties exceeds the Deductible
Amount. The “Deductible Amount” shall be U.S. $100,000.





     12.4 Notice of Indemnification. As used herein, “Indemnified Party” shall
refer to a “Metron Indemnified Party,” or “FSI Indemnified Party,” as
applicable, and “Indemnifying Party” shall refer to the party obligated to
indemnify under this Article XII. In the event any legal proceeding shall be
threatened or instituted or any claim or demand shall be asserted by any person
in respect of which payment may be sought by an Indemnified Party from an
Indemnifying Party under the provisions of this Article XII, the Indemnified
Party shall promptly cause written notice of the assertion of any such claim of
which it has knowledge which is covered by this indemnity to be forwarded to
the Indemnifying Party.





     12.5 Indemnification Procedure for Third-Party Claims. In the event of
the initiation of any legal proceeding against an Indemnified Party by a third
party, the Indemnifying Party shall have the absolute right after the receipt
of notice, at its option and at its own expense, to be represented by counsel
of its choice, and to defend against, negotiate, settle (as provided below) or
otherwise deal with any proceeding, claim, or demand which relates to any loss,
liability or damage indemnified against hereunder; provided, however, that the
Indemnified Party may participate in any such proceeding with counsel of its
choice and at its expense. The Indemnifying Party shall not effect any
settlement without the consent of the Indemnified Party other than for the
payment of money damages in a single lump sum in exchange for a full release of
the Indemnified Party with respect to the claim in question without the
requirement of any admission of liability or wrongdoing. To the extent the
Indemnifying Party elects not to defend such proceeding, claim or demand, and
the




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Indemnified Party defends against or otherwise deals with any such
proceeding, claim or demand, the Indemnified Party may retain counsel, at the
expense of the Indemnifying Party, and control the defense of such proceeding.
To the extent the Indemnifying Party fails or elects not to defend such
proceeding, claim or demand and the Indemnified Party defends against or
otherwise deals with any proceeding, claim or demand, the Indemnified Party
will act reasonably and in accordance with its good faith business judgment,
and shall not effect any settlement without the consent of Indemnifying Party,
which consent shall not be unreasonably withheld. The parties to this
Agreement agree to cooperate fully with each other in connection with the
defense, negotiation or settlement of any legal proceeding, claim or demand
pursuant to this Article XII. After any final judgment or award shall have
been rendered by a court, arbitration board or administrative agency of
competent jurisdiction and the time in which to appeal therefrom has expired,
or a settlement shall have been consummated, or the Indemnified Party and the
Indemnifying Party shall arrive at a mutually binding agreement with respect to
each separate matter alleged to be indemnified by the Indemnifying Party
hereunder, the Indemnified Party shall forward to the Indemnifying Party notice
of any sums due and owing by it with respect to such matter and the
Indemnifying Party shall pay all of the sums so owing to the Indemnified Party
by wire transfer, certified or bank cashier’s check within thirty (30) days
after the date of such notice.





ARTICLE XIII

DISPUTE RESOLUTION; GOVERNING LAW






     13.1 Arbitration. Any controversy or claim arising out of or relating to
this Agreement shall be determined by arbitration in accordance with the
International Arbitration Rules (the “Rules”) of the International Centre for
Dispute Resolution of the American Arbitration Association. Such arbitration
shall be conducted before an arbitral tribunal consisting of three (3)
arbitrators appointed in accordance with the Rules. The arbitration shall be
conducted in the English language. The place of arbitration shall be Denver,
Colorado, United States of America. Any decision rendered by the arbitration
tribunal shall be final and binding on the parties, and judgment thereon may be
entered by any court of competent jurisdiction. The parties expressly agree
that the arbitration tribunal shall be empowered to award and order equitable
or injunctive relief with respect to matters brought before it.





     13.2 Governing Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of Minnesota, United States of America,
without regard to its principles of conflicts of law.





ARTICLE XIV

GENERAL






     14.1 Entire Agreement. This Agreement, together with the Distribution
Agreements (as amended hereby and until terminated in accordance with the terms
hereof) and the Israel Distribution Agreement, the Note and the Security
Agreement, and the exhibits and schedules hereto, constitutes the entire
agreement and understanding among the parties with regard to the subject matter
hereof, and there are no other prior written or oral agreements, undertakings,
promises, warranties, or covenants respecting such subject matter not expressly
set forth herein.





     14.2 Amendments. This Agreement may be amended only by a written
agreement executed by the parties hereto.





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     14.3 Waivers. No waiver of any provision or condition of this Agreement
by any party shall be valid unless set forth in a writing signed by such party.
No such waiver shall be deemed to be a waiver of any other or similar
provision or condition, or of any future event, act, breach or default.





     14.4 Notices. All notices required or permitted to be given hereunder
shall be deemed to have been effectively given when delivered personally to an
officer of the applicable party, or when first sent by facsimile transmission
during normal business hours in the recipient’s time zone with a confirmation
copy sent by a reputable international courier service or registered mail,
return receipt requested, addressed to the applicable party at its address set
forth below, or at such other address as such party may hereafter designate in
accordance with this Section 14.4 as the appropriate address for the receipt of
such notice:






		
	 	     If to FSI:




	 	FSI International, Inc.

322 Lake Hazeltine Drive

Chaska, Minnesota 55318

U.S.A.

Attention: Benno Sand

Facsimile: (952) 448-1300








	 	With a copy to:








	 	Dorsey & Whitney LLP

50 South Sixth Street

Minneapolis, Minnesota 55402

U.S.A.

Attention: James F. Pedersen, Esq.

Facsimile: (612) 340-8840








		
	 	     If to Metron:




	 	Metron Technology N.V.

1350 Old Bayshore Highway, Suite 360

Burlingame, California 94010

U.S.A.

Attention: Chief Financial Officer

Facsimile: (650) 373-1135







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	 	With a copy to:








	 	Cooley Godward LLP

Five Palo Alto Square

3000 El Camino Real

Palo Alto, CA 94306

U.S.A

Attention: Suzanne Sawochka Hooper, Esq.

Facsimile: (650) 849-7400







     14.5 Partial Invalidity. In the event that any provision of this
Agreement shall be found invalid or unenforceable, in whole or in part, by a
court of competent jurisdiction or an arbitration tribunal, such provision
shall be limited to the minimum extent necessary to render the same valid and
enforceable, or shall be excised from this Agreement, as circumstances may
require, and this Agreement shall be construed as if the provision had been
incorporated herein as so limited, or as if the provision had not been included
herein, as the case may be, and enforced to the maximum extent permitted by
applicable law.





     14.6 Governing Language. This Agreement has been executed in the English
language which is the official language of this Agreement. In the event of any
conflict of interpretation between any foreign language translation and this
English language version, this English language version shall prevail.





     14.7 Assignment. This Agreement shall be binding upon and shall inure to
the benefit of the parties, and their respective successors and assigns;
provided, however, that no party may assign its right or delegate its duties
hereunder without the express prior written consent of each other party hereto,
which consent may be granted or withheld in the sole and absolute discretion of
each such other party.





     14.8 Further Assurances. At the request of any party from time to time on
and after the Closing Date hereunder, each other party shall, without further
consideration, execute and deliver (and, if appropriate, file) and cause its
Affiliates to execute and deliver (and, if appropriate, file) to or as directed
by the requesting party such documents and instruments, and take such other
actions, as the requesting party may reasonably request in order to consummate
more effectively the transactions provided for herein.





     14.9 Counterparts. This Agreement may be executed in multiple identical
counterparts, any of which may contain the signatures of less than all of the
parties, and all of which together shall constitute a
single agreement.





[The remainder of this page left blank intentionally. Signature page follows.]






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     IN WITNESS WHEREOF, each party has executed this Agreement by its duly
authorized officers as of the day and year first above written.






	 	 	 	 	 	 	 
	FSI INTERNATIONAL, INC	 	METRON TECHNOLOGY N.V.
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	By:	 	
/s/ Benno G. Sand

	 	By:
	 	/s/ Ed Segal

	Name:	 	
Benno G. Sand
	 	Name:
	 	Ed Segal
	Title:	 	
Executive Vice President,

Business Development
	 	Title:
	 	Chairman of the Board & CEO





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