<PAGE>
                                                                   EXHIBIT 10.13



                            ASSET PURCHASE AGREEMENT

         THIS AGREEMENT is made on August 30, 2002 between Integral Vision,
Inc., a Michigan corporation located at 38700 Grand River Avenue, Farmington
Hills, Michigan 48335 ("Seller") and DaTARIUS Technologies, Inc., a California
corporation located at 13844 Alton Parkway, Suite 132, Irvine, CA 92618
("Buyer").

                                   BACKGROUND

A.       Seller is engaged in the business of developing and manufacturing
         inspection systems for the optical disc industry including an Optical
         Disc Scanner System, an Identification Code Verification System, a
         Screen and Offset Printed Label Inspection System, and an Optical Disc
         Orientation System (the "Business"). Buyer desires to purchase, and
         Seller desires to sell to Buyer, the Purchased Assets (as defined in
         Section 1) on the terms and subject to the conditions of this
         Agreement.

B.       The parties acknowledge that the Seller is engaged in business lines
         other than the Business, including but not limited to, inspection of
         small flat panel displays, and the sale of various hardware and
         software packages that can be configured to allow end users and
         integrators to develop their own solutions to many simple vision
         inspection applications ("Unrelated Business") and this Asset Purchase
         Agreement does not include any assets of such Unrelated Business,
         including those assets which are used in both the Business and the
         Unrelated Business, unless specifically identified as being purchased
         as part of this Agreement.

C.       Seller has also agreed not to compete with Buyer in the conduct of the
         Business as provided in a non-competition agreement in substantially
         the form as attached in Schedule 5.a (the "Non-Competition Agreement").

                                   AGREEMENTS

         NOW, THEREFORE, in consideration of the Background and the terms and
conditions set forth in this Agreement, the Seller and Buyer agree as follows:

1.       Assets Purchased. At the Effective Date, Seller shall sell, assign,
         convey, transfer, set over, and deliver to Buyer all of the following
         assets, rights, and interests used in, useable in or relating
         exclusively to the operation of the Business, free and clear of all
         liabilities, security interests, claims, liens and encumbrances, and
         would include the following (collectively, the "Purchased Assets"):

         a.       Good and saleable inventory used for the Business (the
                  "Inventory"), as may be required by Buyer from time to time
                  and so long as Seller has such Inventory available; but until
                  such Inventory is ordered for purchase by

<PAGE>





                  Buyer, it shall remain the property of Seller subject to the
                  right to purchase by Buyer at the price identified in Section
                  4.a.i below.

         b.       Except as provided on Schedule 1.B, all Seller's right, title,
                  benefit, and interest in and to any patent, trademark, trade
                  name, service mark, copyright or software used in the
                  Business, whether registered or unregistered, and any
                  applications therefor, and any inventions, discoveries,
                  improvements, designs, prototypes, trade secrets,
                  manufacturing and engineering drawings, process sheets,
                  specifications, bills of material, formulae and secret and
                  confidential processes, know-how, technology, and other
                  industrial property (whether patentable or unpatentable) used
                  in the Business (the "Intellectual Property").

         c.       The full benefit of:

                  i.       Any and all purchase orders placed with and accepted
                           by Seller on or before the Effective Date (as
                           hereinafter defined in Section 10.a.) in connection
                           with the Business that have not been completely
                           performed or filled before the Effective Date,
                           covering the purchase from Seller of products to be
                           supplied by Seller in the Business, or covering the
                           rendition by Seller of service on products supplied
                           by Seller in the Business and including all deposits,
                           progress payments, and credits of the Business, as
                           set forth on Schedule 1.c.i; and

                  ii.      The purchase orders listed on Schedule 1.c.ii placed
                           by Seller prior to the Effective Date in connection
                           with the Business that have not been completely
                           performed before the Effective Date, covering
                           Seller's purchase of supplies or materials in the
                           ordinary course of business.

         (All the items listed in this Section 1.c are the "Contracts and
Commitments").

         d.       The fixed assets listed on Schedule 1.d, which are being
                  purchased "as is/where is".

         e.       All information, files, records, lists, data, recorded
                  knowledge, telephone and fax numbers, addresses and internet
                  addresses which pertain to customers, suppliers, advertising,
                  promotional materials, sales, service, delivery, internal
                  organization or operation of the Business;

         f.       All rights under any written or oral contract, agreement,
                  personal or real property lease, purchase option, customer
                  order, plan, instrument, document, commitment, arrangement,
                  undertaking or authorization of the Business listed on
                  Schedule 1.f;

         g.       All certificates, licenses and permits relating to operation
                  of the Business listed on Schedule 1.g, to the extent
                  transferable to Buyer;



<PAGE>





         h.       All security deposits and similar items in connection with the
                  Business, in the amount accrued as of the Effective Date
                  listed on Schedule 1.h.

         i.       Any and all goodwill connected with the Business, but
                  excluding the phone and fax numbers of the Business, the
                  business e-mail addresses of employees of the Business, and
                  the internet address and web site of the Business.

         j.       All of Seller's rights to the names "AID" and "Automatic
                  Inspection Devices."

         Seller shall update all Schedules described in this Section 1, where
         appropriate, as of the Effective Date.

2.       Excluded Assets. Buyer is not purchasing any Excluded Assets from
         Seller. "Excluded Assets" means:

         a.       All of Seller's books of account (although copies of such
                  books and records relating to the Business shall, on
                  reasonable request made by Buyer or representatives of Buyer,
                  be provided to Buyer);

         b.       Claims for refunds of federal and state income taxes, tax
                  credits of any kind resulting from operation of the Business
                  prior to the Closing Date;

         c.       Cash or cash equivalents in transit, in hand or in bank
                  accounts;

         d.       All prepaid insurance of the Business; and

         e.       The accounts receivable of the Business.

         f.       Patents as to which Buyer is specifically granted only a
                  license, as listed on Schedule 1B; and

         g.       Any assets of the nature listed in Section 1 above that are
                  not used exclusively in the Business.

3.       Liabilities Assumed. Seller agrees that Buyer assumes no liabilities of
         Seller, whether accrued, absolute, contingent, known, unknown, or
         otherwise, except that Buyer would assume and take the Purchased Assets
         subject to the following liabilities relating to the Business which
         Buyer agrees to assume:

         a.       Liabilities arising out of all existing or pending orders of
                  Seller's customers as listed on Schedule 1.c.i;

         b.       Liabilities arising out of all existing or pending Seller
                  purchase orders as of the Closing Date (as hereinafter defined
                  in Section 10.a.) as listed on Schedule 1.c.ii;



<PAGE>





         c.       Liabilities of the Business arising from and after the Closing
                  Date; and

         d.       Other liabilities of the Business specifically identified as
                  liabilities of Buyer elsewhere in this Purchase Agreement.

The items listed in this Section 3 are "Assumed Liabilities". Buyer shall not
assume or become responsible for, and Seller shall remain liable for, any and
all liabilities or obligations of Seller which are not Assumed Liabilities
(collectively, the "Retained Liabilities").

4.       Purchase Price for Purchased Assets.

         a.       Purchase Price. The purchase price to be paid by Buyer to
                  Seller for the Purchased Assets and the Non-Competition
                  Agreement pursuant to Section 5.a (the "Purchase Price")
                  shall, in addition to the Assumed Liabilities, be as follows:

                  i.       Inventory. For the Inventory, Seller's "Standard
                           Cost," which is defined as the cost listed in
                           Seller's M2M inventory control system as of July 16,
                           2002, to be paid at the time of use of such Inventory
                           and be due upon Buyer's receipt of invoice.

                  ii.      Fixed Assets. For the fixed assets listed on Schedule
                           1.D, Twenty Five Thousand ($25,000.00US) US Dollars.

                  iii.     Remaining Purchased Assets. For the balance of the
                           Purchased Assets, including the covenant not to
                           compete pursuant to the Noncompetition Agreement, a
                           royalty, to be paid for the two years following the
                           Closing Date, equal to eighteen percent (18%) of the
                           net sale price to Buyer (net sale price is final
                           invoice price less freight, duties and commissions)
                           on any sales of systems included in the Business or
                           systems that perform similar functions (the
                           "Royalty").

         b.       Payment of Purchase Price.

                  i.       Payment at Closing. Buyer shall pay the Purchase
                           Price set forth in 4.a.ii. and One Hundred Thousand
                           ($100,000.00US) US Dollars representing an advance
                           under the Royalty as described in Section 4.a.iii.
                           above (the "Advanced Royalty") on the Closing Date by
                           delivering to Seller the amount of One Hundred Twenty
                           Five Thousand Dollars and No Cents US ($125,000.00US)
                           by cashier's or certified check or wire transfer
                           ("Readily Available Funds").

                  ii.      Payment Following Closing. Buyer shall pay the
                           Royalty for the 24-month period following the Closing
                           Date. Until the Advanced Royalty has been accounted
                           for, the portion of the Royalty payment equal to ten
                           percent (10%) of net sales will be in the form

<PAGE>





                           of a credit against the Advanced Royalty and the
                           portion of the Royalty payment equal to eight percent
                           (8%) of net sales will be paid in cash to Buyer.
                           Buyer will issue a statement of sales/royalty due no
                           later than two weeks following the end of the month
                           in which such sales are made. Seller will issue an
                           invoice to Buyer for the amount of Royalty due, which
                           invoice will be paid by Buyer on or before the end on
                           the next month, a maximum of 60 days following the
                           end of the month in which such sales are made.

         c.       Allocation of Purchase Price. The Purchase Price shall be
                  allocated among the Purchased Assets in accordance with
                  attached Schedule 4.C. Buyer and Seller agree to file all
                  returns and reports in a manner consistent with the
                  allocations in this Section.

5.       Related Agreements.

         a.       Non-Competition Agreement. At the Closing, Seller shall
                  execute and deliver to Buyer the Non-Competition Agreement in
                  the form attached as Schedule 5.a.

         b.       Transition Assistance Agreement. The Transition Assistance
                  Agreement attached hereto as Schedule 5.b. covering the use of
                  certain of the Seller's personnel and services during a
                  transition period.

         c.       License Agreements. The License Agreements attached as
                  Schedules 1.b-a and 1.b-b granting Buyer and Seller,
                  respectively, a paid-up, nonexclusive, world-wide license in
                  certain specified patents.

         (All of the Agreements contained in this Section 5 are hereinafter
         referred to collectively as "Related Agreements.")

6.       Delivery Free of Encumbrances. Seller shall deliver good title to the
         Purchased Assets free and clear of all mortgages, liens, claims,
         demands, charges, options, equity interests, leases, tenancies,
         easements, pledges, security interests, and other encumbrances
         ("Encumbrances"), except for any Assumed Liability which results in any
         Encumbrance.

7.       Preclosing Actions.  Before the Effective Date:

         a.       Conduct of Business. Seller shall carry on and conduct the
                  Business only in the ordinary course consistent with past
                  practices, without any change in the policies, practices, and
                  methods that Seller pursued before the date of this Agreement.
                  Seller will use its best efforts to preserve the Business
                  organization intact; to preserve the relationships with
                  Seller's customers, suppliers, and others having business
                  dealings with it; and to preserve the services of Seller's
                  agents and representatives. Without limitation of the
                  foregoing, (i) Seller shall not undertake any action without
                  the prior written consent of Buyer that, if taken before the
                  date of this Agreement,

<PAGE>





                  would have been required to be disclosed on any Schedule to
                  this Agreement; and (ii) Seller shall not alter the physical
                  content or character of any of the Business's inventories so
                  as to affect the nature of the Business or result in a change
                  in the total dollar valuation of the inventories or otherwise
                  take action or refrain from taking action that would result in
                  any change in the Purchased Assets or Assumed Liabilities,
                  other than in the ordinary course of business consistent with
                  past practices.

         b.       Accuracy of Representations and Warranties and Satisfaction of
                  Conditions. Seller shall immediately advise Buyer in writing
                  if (i) Seller's representations or warranties are untrue or
                  incorrect in any material respect or (ii) Seller becomes aware
                  of the occurrence of any event or of any state of facts that
                  results in any of the representations and warranties of Seller
                  being untrue or incorrect as if Seller were then making them.
                  Seller will not take any action, or omit to take any action,
                  that would cause Seller's representations and warranties set
                  forth in this Agreement to be untrue or incorrect as of the
                  Effective Date. Seller will use its best efforts to cause all
                  conditions within its control that are set forth in Section 8
                  to be satisfied as promptly as practicable under the
                  circumstances.

8.       Conditions Precedent to Buyer's Obligations. Buyer's obligation to
         consummate the transactions contemplated by this Agreement is subject
         to the fulfillment (or waiver by Buyer) before or at the Closing of
         each of the following conditions:

         a.       Accuracy of Representations and Warranties. The
                  representations and warranties of Seller contained in this
                  Agreement and all Related Agreements shall be true and correct
                  at and as of the Closing Date as though such representations
                  and warranties were made on that date, and Buyer shall have
                  received a certificate to such effect signed by the President
                  or a Vice President of Seller.

         b.       Performance of Covenants. The Seller shall have in all
                  respects performed and complied with all covenants,
                  agreements, and conditions that this Agreement and all related
                  documents require to be performed or complied with before or
                  on the Closing Date, specifically including all of the Related
                  Agreements referred to in Section 5, and Buyer shall have
                  received a certificate to such effect signed by the President
                  or a Vice President of Seller.

         c.       No Casualty. Prior to the Closing Date, Seller shall not have
                  incurred, or be threatened with, a liability or casualty that
                  would impair the value of the Purchased Assets.

         d.       Instruments of Transfer, etc. Effective as of the Effective
                  Date, Seller shall have delivered to Buyer all bills of sale,
                  general instruments of

<PAGE>





                  transfer,conveyances, assurances, transfers, assignments,
                  approvals, consents, and any other instruments and documents
                  containing the usual and customary covenants and warranties of
                  title and that shall be convenient, necessary, or reasonably
                  required to effectively transfer the Purchased Assets to Buyer
                  with good title, free and clear of all Encumbrances.

         e.       No Litigation. No action, suit, proceeding, or investigation
                  shall have been instituted before any court or governmental
                  body, or instituted by any governmental agency, (i) to
                  restrain or prevent the carrying out of the transactions
                  contemplated by this Agreement, or (ii) that might affect
                  Buyer's right to own, operate, and control the Purchased
                  Assets after the Effective Date.

         f.       Approvals. The Board of Directors and shareholders of the
                  Buyer shall have taken the necessary actions to approve this
                  transaction.

         g.       Other Documents and Instruments. Buyer shall have received
                  such other documents and instruments as it has reasonably
                  requested.

         h.       Approvals by Buyer's Counsel. Buyer's counsel shall reasonably
                  approve all legal matters and the form and substance of all
                  documents that Buyer or Seller is to deliver at the Closing.

9.       Conditions Precedent to Seller's Obligations. Seller's obligations to
         consummate the transactions contemplated by this Agreement are subject
         to the fulfillment of each of the following conditions before or at the
         Closing Date:

         a.       Accuracy of Representations and Warranties. Buyer's
                  representations and warranties contained in this Agreement and
                  all Related Agreements shall be true and correct at and as of
                  the Closing Date as though such representations and warranties
                  were made at the Closing and Seller shall have received a
                  certificate to such effect signed by the President or a Vice
                  President of Buyer.

         b.       Performance of Covenants. Prior to and at the Closing Date,
                  Buyer shall have in all respects performed and complied with
                  its obligations under all the covenants, agreements, and
                  conditions that this Agreement and all Related Agreements
                  require and Buyer shall have received a certificate to such
                  effect signed by the President or a Vice President of Seller.

         c.       Board Approval. The Board of Directors of the Seller shall
                  have taken the necessary action approving this transaction.

10.      Closing Matters.

         a.       Closing. The closing of the transactions contemplated in this
                  Agreement (the "Closing") shall take place at the offices of
                  Warren Cameron Faust &

<PAGE>





                  Asciutto,P.C. at 2161 Commons Parkway, Okemos, Michigan at
                  10:00 a.m. US Eastern Standard Time on August 30, 2002 or at
                  such other place and/or on such other date as the parties may
                  agree upon (the "Closing Date"). The sale and the transfer of
                  the assets being transferred will be effective at 12:00
                  midnight US Eastern Daylight Time on August 30, 2002
                  ("Effective Date").

         b.       Updated Schedules. Certain Schedules will need to be up-dated
                  to the Effective Date. This shall include, without limitation,
                  Schedules 1.c.i (Customer Orders), 1.c.ii (Vendor Orders) and
                  11.p (Progress Payments). All schedules shall be updated as
                  necessary such that each such schedule is accurate and
                  complete as of the Closing Date.

         c.       Certain Closing Expenses; Prorations. Seller shall be liable
                  for and shall pay all US, Michigan, and local sales, use,
                  excise, and documentary stamp taxes and all other taxes,
                  duties, or other like charges properly payable on and in
                  connection with Seller's conveyance and transfer of the
                  Purchased Assets to Buyer. It is agreed, however, that Buyer
                  shall be responsible for any VAT, export or import taxes
                  associated with transferring any Inventory or Fixed Assets.
                  Personal property taxes and other service contracts assumed by
                  Buyer shall be prorated ratably as of the Effective Date. To
                  the extent practicable, all such prorations shall be computed
                  and paid at the Closing, and to the extent not practicable, as
                  soon as practicable thereafter.

         d.       Further Assurances. Seller shall cooperate with and assist
                  Buyer with the transfer of the Purchased Assets under this
                  Agreement and take all other reasonable actions to assure that
                  the Business is smoothly transferred to Buyer. From time to
                  time after the Effective Date, Seller shall, at the request of
                  Buyer, execute and deliver such additional conveyances,
                  transfers, documents, instruments, assignments, applications,
                  certifications, papers, and other assurances that Buyer
                  requests as necessary, appropriate, convenient, useful or
                  desirable to effectively carry out the intent of this
                  Agreement and to transfer the Purchased Assets to Buyer.

11.      Seller's Representations and Warranties. As of the Closing, the Seller
         represents and warrants to Buyer, and acknowledges and confirms, that
         Buyer is relying on these representations and warranties in entering
         into this Agreement:

         a.       Organization and Standing. Seller is a corporation duly
                  organized, validly existing, and in good standing under the
                  laws of the State of Michigan, and Seller has all requisite
                  power and authority (corporate and otherwise) to own its
                  properties and conduct its business as it is now being
                  conducted. The copies of Seller's articles of incorporation
                  and bylaws, as amended to date, which have been delivered to
                  Buyer, are correct and complete and are in full force and
                  effect.



<PAGE>





         b.       Authorization. Seller has all requisite power and authority
                  (corporate and otherwise), all requisite legal capacity (i) to
                  execute, deliver, and perform this Agreement and the Related
                  Agreements and (ii) to consummate the transactions
                  contemplated under this Agreement and the Related Agreements.
                  Seller has taken, or will have taken at the time of the
                  Closing, all necessary corporate action (including the
                  approval of its board of directors) to approve the execution,
                  delivery, and performance of this Agreement and the Related
                  Agreements to be executed and delivered by it and the
                  consummation of the transactions contemplated in this
                  Agreement. This Agreement is, and the Related Agreements when
                  executed and delivered by the parties to them, will be legal,
                  valid, and binding obligations of the Seller, enforceable
                  against the Seller in accordance with their respective terms,
                  except as such enforcement may be limited by bankruptcy,
                  insolvency, moratorium, or similar laws relating to the
                  enforcement of creditors' rights and by general principles of
                  equity (regardless of whether such enforceability is
                  considered in a proceeding at law or in equity).

         c.       Existing Agreements and Governmental Approvals.

                  i.       The execution, delivery, and performance of this
                           Agreement and the Related Agreements and the
                           consummation of the transactions contemplated by
                           them:

                           1.   Do not and will not violate any provisions of
                                any law applicable to the Seller, the Business,
                                or the Purchased Assets;

                           2.   As of the Closing, does not and will not
                                conflict with, result in the breach or
                                termination of any provision of, or constitute a
                                default under (in each case whether with or
                                without the giving of notice or the lapse of
                                time or both) Seller's Articles of Incorporation
                                or Bylaws, or any indenture, mortgage, lease,
                                deed of trust, or other instrument, contract, or
                                agreement or any order, judgment, arbitration
                                award, or decree to which the Seller is a party
                                or by which it or any of its assets and
                                properties are bound (including, without
                                limitation, the Purchased Assets); and

                           3.   Do not and will not result in the creation of
                                any Encumbrance on the Seller's properties,
                                assets, or Business (including, without
                                limitation, the Purchased Assets).

                  ii.      Except as provided in Schedule 11.c, no approval,
                           authority, or consent of, or filing by, the Seller
                           with, or notification to, any federal, state, or
                           local court, authority, or governmental or

<PAGE>





                           regulatory body or agency or any other corporation,
                           partnership, individual, or other entity is
                           necessary:

                           1.   To authorize the execution and delivery of this
                                Agreement or any of the Related Agreements by
                                the Seller,

                           2.   To authorize the consummation of the
                                transactions contemplated by this Agreement or
                                any of the Related Agreements by the Seller, or

                           3.   To continue Buyer's use and operation of the
                                Purchased Assets after the Effective Date.

         d.       No Insolvency. No insolvency proceeding of any character,
                  including, without limitation, bankruptcy, receivership,
                  reorganization, composition, or arrangement with creditors,
                  voluntary or involuntary, affecting Seller or any of its
                  assets or properties is pending or, to the Best Knowledge of
                  Seller, threatened. Seller has not taken any action in
                  contemplation of, or that would constitute the basis for, the
                  institution of any such insolvency proceedings. For the
                  purposes of this Agreement, the phrase "Best Knowledge of
                  Seller," or words of similar import, means such knowledge as
                  the shareholders, officers, directors and those individuals
                  responsible for the day-to-day operations of Seller would have
                  after the exercise of due inquiry into the matter in question.

         e.       No Undisclosed Liabilities. Except as otherwise disclosed
                  inattached Schedule 11.e or any other schedules to this
                  Agreement, to the Best of Seller's Knowledge, Seller does not
                  have any liabilities or obligations related to the Business,
                  whether accrued, absolute, contingent, or otherwise, and there
                  exists no fact or circumstance that could give rise to any
                  such liabilities or obligations in the future.

         f.       Conduct of Business. Except as otherwise disclosed on attached
                  Schedule 11.f or any schedules to this Agreement, since March
                  31, 2002, Seller has not, in connection with the Business:

                  i.       Entered into, materially amended, or terminated any
                           contract, license, lease, commitment, or permit,
                           involving the Business, except in the ordinary course
                           of business consistent with past practices;

                  ii.      Incurred or become subject to any obligation or
                           liability (absolute, accrued, contingent, or
                           otherwise), involving the Business, except (1) in the
                           ordinary course of business consistent with past
                           practices and (2) in connection with the performance
                           of this Agreement;

                  iii.     Mortgaged, pledged, or subjected to any Encumbrance
                           any of the Purchased Assets;



<PAGE>





                  iv.      Sold, transferred, or agreed to sell or transfer any
                           asset, property, or business; canceled or agreed to
                           cancel any debt or claim; or waived any right
                           involving the Business, except in the ordinary course
                           of business consistent with past practices;

                  v.       Disposed of or permitted to lapse any Intellectual
                           Property of the Business;

                  vi.      Experienced any damage, destruction, or loss (whether
                           or not covered by insurance) affecting its
                           properties, assets, business or prospects, or any
                           material deterioration in the operating condition of
                           any assets of Seller;

                  vii.     Made or authorized any capital expenditures in excess
                           of $10,000.00;

                  viii.    Suffered any adverse change or any threat of any
                           adverse change in any of Seller's relations with, or
                           loss or threat of loss of, any of Seller's material
                           suppliers, clients or customers;

                  ix.      Made any write-offs as uncollectible any notes or
                           accounts receivable of Seller or any write-offs of
                           the value of any assets or inventory by Seller other
                           than in immaterial amounts or in the ordinary course
                           of business consistent with past practices;

                  x.       Made any change in any method of accounting or
                           keeping its books of account or accounting practices;

                  xi.      Entered into any other transaction other than in the
                           ordinary course of business consistent with past
                           practices in connection with the Business; and

                  xii.     Agreed or committed to do any of the foregoing.

         g.       No Adverse Changes. Since March 31, 2002 there has not been,
                  to the best knowledge of Seller, any occurrence, condition, or
                  development that has materially adversely affected, or is
                  likely to materially adversely affect, operations, prospects,
                  results of operations or condition (financial or other) of the
                  Business, or the Purchased Assets.

         h.       Contracts. Except for the contracts, commitments or leases
                  listed on Schedules 1.c.i, 1.c.ii, 11.h, or any other schedule
                  of this Agreement, Seller is not a party to nor bound by any
                  agreement or commitment that affects the Business, the
                  Purchased Assets, or the Assumed Liabilities which has a value
                  of more than $10,000 or will last for more than one year from
                  the Effective Date (all these contracts and commitments
                  referred to as "Significant Contracts"). All Significant
                  Contracts are in full force and effect and are valid and
                  binding obligations of the parties thereto in

<PAGE>





                  accordance with their respective terms. No default or alleged
                  default exists on the part of Seller, or, to the Best
                  Knowledge of Seller, on the part of any other party, under any
                  of the Significant Contracts. True and complete copies of all
                  Significant Contracts have been delivered to Buyer. Except as
                  identified on Schedule 11.h, each Significant Contract which
                  is being assigned to or assumed by Buyer is assignable by
                  Seller to Buyer without the consent of any other party
                  thereto.

         i.       Title to Purchased Assets. Seller is the sole and absolute
                  owner of the Purchased Assets and has good title to all of the
                  Purchased Assets, which are, or will be at the time of the
                  Closing, free and clear of any and all Encumbrances. Schedule
                  11.i lists or describes all property used in the conduct of
                  the Business that is owned by or an interest in which is
                  claimed by any other person (whether a customer, supplier, or
                  other person) and for which Seller is responsible, together
                  with copies of all related agreements. All such assets are
                  situated on the Premises or other of Seller's facilities and
                  are in such condition that upon return to its owner, Buyer
                  will not be liable in any amount to the owner.

         j.       Condition of Fixed Assets. Buyer acknowledges that it is
                  buying the Fixed Assets "as is/where is" and Seller makes no
                  warranty as to the condition of such assets.

         k.       Taxes.

                  i.       For the purposes of this Section, "Tax" or "Taxes"
                           shall mean all foreign, federal, state, county,
                           local, and other taxes (including, without
                           limitation, income taxes; premium taxes;
                           single-business taxes; excise taxes; sales taxes; use
                           taxes; value-added taxes; gross receipts taxes;
                           franchise taxes; ad valorem taxes; real estate taxes;
                           severance taxes; capital levy taxes; transfer taxes;
                           stamp taxes; employment, unemployment, and
                           payroll-related taxes; withholding taxes; and
                           governmental charges and assessments), and include
                           interest, additions to tax, and penalties.

                  ii.      As it relates to the Business and the Purchased
                           Assets, Seller has filed on a timely basis all Tax
                           returns it is required to file under foreign,
                           federal, state, or local law and has paid or
                           established an adequate reserve with respect to all
                           Taxes for the periods covered by such returns. All
                           tax returns and reports filed by Seller are true,
                           correct and complete. No agreements have been made by
                           or on behalf of Seller for any waiver or for the
                           extension of any statute of limitations governing the
                           time of assessment or collection of any Taxes. Seller
                           and its officers have received no notice of any
                           pending or threatened audit by the IRS or any
                           foreign, state or local agency related to Seller's
                           Tax returns or Tax liability for any period, and no
                           claim for assessment or collection of Taxes has

<PAGE>





                           been asserted against Seller. There are no federal,
                           federal, state, or local tax liens outstanding
                           against any of Seller's assets (including, without
                           limitation, the Purchased Assets) or the Business.

         l.       Litigation. There are no claims, disputes, actions, suits,
                  proceedings, or investigations pending or, to the Best
                  Knowledge of the Seller, threatened against or affecting
                  Seller, involving the Business or the Purchased Assets.

         m.       Product Liability. No known defect or deficiency exists in any
                  of the products manufactured or sold by Seller in the
                  Business, or in any finished Inventory of the Business, that
                  could give rise to any liabilities or claims for breach of
                  warranty, product liability, or similar liabilities or claims.

         n.       Compliance with Laws. At all times prior to the Closing Date,
                  Seller has complied with all laws, orders, regulations, rules,
                  decrees, and ordinances affecting to any extent or in any
                  manner any aspects of the Business or the Purchased Assets.

         o.       Suppliers and Customers.

                  i.       A complete and accurate list of all component or
                           inventory suppliers or vendors of products or
                           services to Seller in connection with the Business
                           aggregating more than $10,000.00 (at cost) during
                           calendar year 2001, and the address of each supplier
                           or vendor and the amount sold to Seller during that
                           period, is set forth in Schedule 11.o.i. The names of
                           any suppliers of goods or services with respect to
                           which practical alternative sources of supply are not
                           available on comparable terms and conditions are
                           separately listed in Schedule 11.o.i.

                  ii.      A complete and accurate list of each of Seller's
                           customers aggregating more than $10,000.00 in
                           revenues to Seller during calendar year 2001 in
                           connection with the Business, the address of each
                           customer, and the amount each customer purchased from
                           Seller during calendar year 2001 is set forth in
                           Schedule 11.o.ii.

                  iii.     Seller has no information that might reasonably
                           indicate that any customer, supplier or vendor of
                           Seller intends to cease purchasing from, selling to,
                           or dealing with Seller. No information has been
                           brought to the attention of Seller that might
                           reasonably lead it to believe that any customer or
                           supplier intends to alter, in any material respect,
                           the amount of its purchases or sales or the extent of
                           its dealings with Seller, or would alter in any
                           material respect its purchases from, sales to, or
                           dealings with Buyer in the event that the
                           transactions contemplated by this Agreement are
                           consummated.



<PAGE>





         p.       Progress Payments. Schedule 11.p contains a true and complete
                  list and description of all security deposits, progress
                  payments, and the like that Seller has received relating in
                  any way to any purchase orders, leases, or other agreements
                  that are part of the Business.

         q.       No Brokers. Seller has not engaged, and is not responsible for
                  any payment to, any finder, broker, or consultant in
                  connection with the transactions contemplated by this
                  Agreement.

         r.       Intellectual Property. Schedule 11.r lists all Intellectual
                  Property of the Seller that Seller directly or indirectly
                  owns, licenses, uses, requires for use, or controls in whole
                  or in part and all licenses and other agreements allowing
                  Seller to use the intellectual property of third parties in
                  connection with the Business. Seller does not own, directly or
                  indirectly, or use any patents, copyrights, trademarks, or
                  service marks in the Business except as listed. Except as set
                  forth in Schedule 11.r, Seller is the sole and exclusive owner
                  of the Intellectual Property, free and clear of all
                  Encumbrances. Buyer acknowledges that the nonowned software
                  listed on Schedule 11.r is readily available in the open
                  market and will not be transferred by Seller. Except as set
                  forth in Schedule 11.r or any other schedule to this
                  Agreement, to the Best Knowledge of the Seller:



i.       none of the Seller's Intellectual Property infringes on any other
         person's intellectual property and no activity of any other person
         infringes on any of the Intellectual Property.

ii.      Seller's manufacturing and engineering drawings, process sheets,
         specifications, bills of material, trade secrets, "know-how," and like
         data used in the Business are in such form and of such quality that
         they can, following the Effective Date, be used in the process of
         designing, producing, manufacturing, assembling, and selling the
         products and providing the services previously provided by Seller so
         that such products and services meet applicable specifications and
         conform with the quality standards Seller previously met or was
         required to meet.

iii.     The Intellectual Property is all that is necessary for the operation of
         the Business as it is currently conducted.

iv.      All of the issued Patents are currently in compliance with formal legal
         requirements of United States laws (including payment of filing,
         examination and maintenance fees and proofs of working or use), are
         valid and enforceable, and are not subject to any maintenance fees or
         taxes or actions falling due within ninety (90) days after the Closing
         Date.

v.       No Patent has been or is now involved in any interference, reissue,
         reexamination, or opposition proceeding.



<PAGE>





vi.      There is no potentially interfering patent or patent application of any
         third party.

vii.     All products made, used or sold under the Patents have been marked with
         the proper patent notice.

         s.       Books and Records. The minute books, financial and accounting
                  records and other business records of Seller are accurate and
                  complete in all material respects. Buyer may obtain copies, at
                  its own expense, of any records of Seller reasonably required
                  by Buyer to operate the Business.

         t.       Disclosure. No representation or warranty by Seller contained
                  in this Agreement, and no statement contained in a Schedule or
                  any other document, certificate or other instrument delivered
                  to or to be delivered by or on behalf of Seller pursuant to
                  this Agreement, contains or will contain any untrue statement
                  of a material fact or omits or will omit to state any material
                  fact necessary, in light of the circumstances under which it
                  was or will be made, in order to make the statements herein or
                  therein not misleading. Seller has disclosed to Buyer all
                  information which it considers material relating to the
                  Business, the Purchased Assets and the Assumed Liabilities.

12.      Buyer's Representations and Warranties. Buyer represents and warrants
         to Seller that:

         a.       Organization and Standing. Buyer is a stock corporation duly
                  incorporated and in good standing in Austria, and Buyer has
                  all the requisite power and authority (corporate and
                  otherwise) to own its properties and to conduct its business
                  as it is now being conducted.

         b.       Authorization. Buyer has taken all necessary corporate action
                  (i) to duly approve the execution, delivery, and performance
                  of this Agreement and the Related Agreements and (ii) to
                  consummate any related transactions. Buyer has duly executed
                  and delivered this Agreement. This Agreement is, and the
                  Related Agreements when executed and delivered by the parties
                  to them will be, legal, valid, and binding obligations of
                  Buyer, enforceable against Buyer in accordance with their
                  respective terms, except as such enforcement may be limited by
                  bankruptcy, insolvency, moratorium, or similar laws relating
                  to the enforcement of creditor's rights and by general
                  principles of equity (regardless of whether such
                  enforceability is considered in a proceeding at law or in
                  equity).

         c.       Existing Agreements and Governmental Approvals.

                  i.       The execution, delivery, and performance of this
                           Agreement and the Related Agreements and the
                           consummation of the transactions contemplated by
                           them:



<PAGE>





                           1.   Do not and will not violate any provisions of
                                any law applicable to Buyer;

                           2.   Do not and will not conflict with, result in the
                                breach or termination of any provision of, or
                                constitute a default under (in each case whether
                                with or without the giving of notice or the
                                lapse of time, or both) Buyer's Articles of
                                Incorporation or Bylaws (or its Austrian
                                equivalent) or any indenture, mortgage, lease,
                                deed of trust, or other instrument, contract, or
                                agreement or any order, judgment, arbitration
                                award, or decree to which Buyer is a party or by
                                which it or any of its assets and properties are
                                bound.

         d.       No Additional Approval. No approval, authority, or consent of,
                  or filing by Buyer with, or notification to, any federal,
                  state, or local court, authority, or governmental or
                  regulatory body or agency or any other corporation,
                  partnership, individual, or other entity is necessary:

                  i.       To authorize Buyer's execution and delivery of this
                           Agreement and Related Agreements; or

                  ii.      To authorize Buyer's consummation of the transactions
                           contemplated by this Agreement and the Related
                           Agreements.

13.      Employees. Buyer may interview and hire Seller's employees employed in
         the Business. It is agreed, however, that any employee so hired by
         Buyer who wishes to return to employment by Seller without solicitation
         by Seller may be rehired by Seller. Seller agrees to use its best
         efforts to cause the following individuals to become employees of
         Buyer:

                  Chris Bryne -- Product Sales Manager
                  Bill Whitmer -- Sales
                  Luis Sousa -- European Sales
                  Russ Gowder -- Service Engineer
                  Keith Ritchie -- Service Engineer

14.      Indemnification.

         a.       Seller. Seller shall defend, indemnify, and hold harmless
                  Buyer and its directors, officers, shareholders, successors,
                  and assigns from and against any and all costs, losses,
                  claims, suits, actions, assessments, diminution in value,
                  liabilities, fines, penalties, damages (compensatory,
                  consequential, and other), and expenses (including reasonable
                  legal fees) (collectively, "Damages") in connection with or
                  resulting from:

                  i.       Any Retained Liabilities.



<PAGE>





                  ii.      Any inaccuracy in any representation or breach of any
                           warranty of Seller contained in this Agreement or any
                           Related Agreement.

                  iii.     Any failure by Seller to perform or observe in full,
                           or to have performed or observed in full, any
                           covenant, agreement, or condition to be performed or
                           observed by Seller under this Agreement or any
                           Related Agreement.

                  Provided, however, such indemnification shall be limited to
                  the total of the Purchase Price plus all monies paid by Buyer
                  under any Related Agreement.

         b.       Buyer. Buyer shall defend, indemnify, and hold harmless Seller
                  and its directors, officers, shareholders, successors, and
                  assigns from and against any and all Damages in connection
                  with or resulting from:

                  i.       All debts, liabilities, and obligations of Buyer,
                           whether accrued, absolute, contingent, known, unknown
                           or otherwise, including the Assumed Liabilities.

                  ii.      Any inaccuracy in any representation or breach of any
                           warranty of Buyer contained in this Agreement or any
                           Related Agreement.

                  iii.     Any failure by Buyer to perform or observe in full,
                           or to have performed or observed in full, any
                           covenant, agreement, or condition to be performed or
                           observed by the Buyer under this Agreement or any
                           Related Agreement.

                  Provided, however, such indemnification shall be limited to
                  the total of the Purchase Price plus all monies paid by Buyer
                  under any Related Agreement.

         c.       Notice of Claim. Each person entitled to indemnification under
                  this Section 14 (the "Indemnified Party") shall give notice to
                  the party required to provide indemnification (the
                  "Indemnifying Party") promptly after such Indemnified Party
                  has actual knowledge of any claim as to which indemnity may be
                  available or sought, and shall permit the Indemnifying Party
                  to participate in the defense of any such claim or any
                  resulting litigation, and the Indemnifying Party may
                  participate in such defense at such party's expense. The
                  failure of any Indemnified Party to give the notice required
                  by this Agreement shall not relieve the Indemnifying Party of
                  its obligations unless such failure results in actual
                  detriment to the Indemnifying Party. In the event that a claim
                  or litigation is partially, but not wholly covered by an
                  indemnity set forth in this Section 14 the Indemnified and the
                  Indemnifying Parties shall share in the resulting losses in
                  proportion to their respective liabilities. Except with the
                  consent of each Indemnified Party, which consent shall not be
                  unreasonably withheld, no Indemnifying Party shall consent to
                  the entry of any

<PAGE>





                  judgment or enter into any settlement which does not include a
                  release of such Indemnified Party from all liability in
                  respect to such claim or litigation to the extent it is
                  covered by the indemnity in this Section 14.

         d.       Limit of Liability.

                  i.       Neither party shall have any liability (for
                           indemnification or otherwise) under this Section 14
                           until the aggregate amount of such Damages exceeds
                           Twenty Five Thousand Dollars and No Cents
                           ($25,000.00).

15.      Expenses. Each of the parties shall pay all of the costs that it incurs
         incident to the preparation, execution, and delivery of this Agreement
         and the performance of any related obligations, whether or not the
         transactions contemplated by this Agreement shall be consummated,
         except that all such costs and all liabilities of Seller other than the
         Assumed Liabilities, including, without limitation, Tax liabilities,
         shall be paid out of the proceeds of the Purchase Price.

16.      Risk of Loss. The risk of loss of or damage to the Purchased Assets
         from fire or other casualty or cause shall be on Seller at all times up
         to the Effective Date, and it shall be the responsibility of Seller to
         repair, or cause to be repaired, and to restore the property to the
         condition it was before the loss or damage.

17.      Seller's Name. Seller agrees that from and after the Effective Date,
         Buyer shall have all of the rights that Seller has to use in or in
         connection with the conduct of any business (whether carried on by it
         directly or through any related corporation) the names "AID" and
         "Automatic Inspection Devices" ("Names"); any part or portion of the
         Names, either alone or in combination with one or more other words; or
         any variation of the Names. Seller agrees to take or cause to be taken
         any and all steps or actions that shall be or become permissible,
         proper, or convenient to enable or permit Buyer to use any rights that
         Seller has to the Names, or any part or portion of the Name, either
         alone or in combination with one or more other words. After the
         Effective Date, Seller agrees that it will not use either directly or
         indirectly the Names or any name that may be confused with the Names.

18.      Termination.

         a.       This Agreement may be terminated at any time before the
                  Closing Date as follows:

                  i.       By Buyer and Seller in a written instrument.

                  ii.      By either Buyer or Seller if the Closing does not
                           occur on or prior to the Closing Date.

                  iii.     By Buyer or Seller if there has been a material
                           breach of any of the representations or warranties
                           set forth in this Agreement on the

<PAGE>





                           part of the other, and this breach by its nature
                           cannot be cured before the Closing.

                  iv.      By Buyer or Seller if there has been a breach of any
                           of the covenants or agreements set forth in this
                           Agreement on the part of the other, and this breach
                           is not cured within ten (10) business days after the
                           breaching party receives written notice of the breach
                           from the other party.

         b.       If terminated as provided in this Section 18, this Agreement
                  shall forthwith become void and have no effect, except for
                  Sections 18.c and except that no party shall be relieved or
                  released from any liabilities or damages arising out of such
                  party's breach of any provision of this Agreement or of the
                  Confidentiality Agreement between the parties dated April
                  2001.

         c.       Buyer warrants and agrees that if this Agreement is terminated
                  pursuant to Section 18 through the fault of, or as a result of
                  a breach by, Buyer, each party will not, during the two (2)
                  year period following the termination, directly or indirectly
                  solicit any employee of the other party to leave the other
                  party's employment.

19.      Miscellaneous Provisions.

         a.       Representations and Warranties. All representations,
                  warranties, and agreements made by the parties pursuant to
                  this Agreement shall survive the consummation of the
                  transactions contemplated by this Agreement for two (2) years
                  after the Closing date.

         b.       Notices. All notices, demands, and requests required or
                  permitted to be given under the provisions of this Agreement
                  shall be in writing and shall be deemed given (i) when
                  personally delivered or sent by facsimile transmission to the
                  party to be given the notice or other communication or (ii) on
                  the business day following the day such notice or other
                  communication is sent by overnight courier to the following:

                  If to Seller:     CEO
                                    Integral Vision, Inc.
                                    38700 Grand River Avenue,
                                    Farmington Hills, Michigan 48335
                                    (248) 471-2660 Phone Number
                                    (248) 615-2971 Fax Number



<PAGE>




                  If to Buyer:      CEO
                                    DaTarius Technologies, Inc.
                                    13844 Alton Parkway, Suite 132
                                    Irvine, CA 92618
                                    +44 7770 7980973 Phone Number
                                    +44 7970 974 828 Fax Number

                  or to such other address or facsimile number that the parties
                  may designate in writing.

         c.       Assignment. Neither Seller nor Buyer shall assign this
                  Agreement, or any interest in it, without the prior written
                  consent of the other, except that Buyer may assign this to an
                  affiliated company of Buyer which is controlled by Buyer;
                  provided, in such case, all of Buyer's obligations under this
                  Agreement or any Related Agreement shall be guaranteed by
                  Buyer.

         d.       Parties in Interest. This Agreement shall inure to the benefit
                  of, and be binding on, the named parties and their respective
                  successors and permitted assigns, but not any other person.

         e.       Choice of Law. This Agreement shall be governed, construed,
                  and enforced in accordance with the laws of the State of
                  Michigan, without regard to choice of law. All legal actions
                  brought concerning this Agreement or any dispute hereunder
                  shall be brought only in the courts of the State of Michigan,
                  County of Oakland, or in the federal courts located in such
                  state. Both parties submit to venue and jurisdiction in these
                  courts.

         f.       Counterparts. This Agreement may be signed in any number of
                  counterparts with the same effect as if the signature on each
                  counterpart were on the same instrument.

         g.       Entire Agreement. This Agreement, all Related Agreements and
                  all related documents, schedules, exhibits, or certificates
                  represent the entire understanding and agreement between the
                  parties with respect to the subject matter and supersede all
                  prior agreements or negotiations between the parties. This
                  Agreement may be amended, supplemented, or changed only by an
                  agreement in writing that makes specific reference to this
                  Agreement and that is signed by the party against whom
                  enforcement of any such amendment, supplement, or modification
                  is sought.

         h.       Arbitration.

                  i.       Any dispute, controversy, or claim arising out of or
                           relating to this Agreement or relating to the breach,
                           termination, or invalidity of this Agreement, whether
                           arising in contract, tort, or otherwise, shall at the
                           request of any party be resolved in binding
                           arbitration.

<PAGE>





                           Any arbitration shall proceed in accordance with the
                           current Commercial Arbitration Rules (the
                           "Arbitration Rules") of the American Arbitration
                           Association ("AAA") to the extent that the
                           Arbitration Rules do not conflict with any provision
                           of this Section.

                  ii.      No provision of or the exercise of any rights under
                           this Section shall limit the right of any party to
                           seek and obtain provisional or ancillary remedies
                           (such as injunctive relief, attachment, or the
                           appointment of a receiver) from any court having
                           jurisdiction before, during, or after the pendency of
                           an arbitration proceeding under this Section. The
                           institution and maintenance of any such action or
                           proceeding shall not constitute a waiver of the right
                           of any party (including the party taking the action
                           or instituting the proceeding) to submit a dispute,
                           controversy, or claim to arbitration under this
                           Section.

                  iii.     Any award, order, or judgment made pursuant to
                           arbitration shall be deemed final and may be entered
                           in any court having jurisdiction over the enforcement
                           of the award, order, or judgment.

                  iv.      The arbitration shall be held before one arbitrator
                           knowledgeable in the general subject matter of the
                           dispute, controversy, or claim and selected by AAA in
                           accordance with the Arbitration Rules.

                  v.       The arbitration shall be held at the office of AAA
                           located in Detroit, Michigan (as the same may be from
                           time to time relocated), or at another place the
                           parties agree on.

                  vi.      In any arbitration proceeding under this Section,
                           subject to the award of the arbitrator(s), each party
                           shall pay all its own expenses and an equal share of
                           the fees and expenses of the arbitrator. The
                           arbitrator shall have the power to award recovery of
                           costs and fees (including reasonable attorney fees,
                           administrative and AAA fees, and arbitrator's fees)
                           among the parties as the arbitrator determine to be
                           equitable under the circumstances.



<PAGE>




         The parties have executed this Agreement effective on the date set
forth on the first page of this Agreement.

SELLER                                       BUYER
Integral Vision, Inc.                        DaTARIUS Technologies, Inc.


By:                                          By:
   ----------------------------------           --------------------------------
         Charles J. Drake                             James Steynor
         Its:  Chairman                               Its:  Authorized Signer