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                                                                  EXHIBIT 10.15



                    INTELLECTUAL PROPERTY TRANSFER AGREEMENT


         This INTELLECTUAL PROPERTY TRANSFER AGREEMENT (the "Agreement") is
made as of the 7th (seventh) day of January 1998, (the "Execution Date") by and
between LASERTECHNICS, INC. (hereinafter "LASX"), a corporation organized under
the laws of Delaware, having its principal place of business at 3208 Commander
Drive, Carrollton, Texas 75006, and XL Vision, Inc. (hereinafter "XLV"), a
corporation organized under the laws of Delaware, having its principal place of
business at 10305 102nd Terrace, Sebastian, Florida 32958.

         WHEREAS, LASX and XLV, for and in consideration of the mutual
promises, covenants and agreements set forth herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, enter into this Agreement.


1.               GENERAL DEFINITIONS

         Terms in this Agreement (other than the headings) that are capitalized
have the meanings established for such terms in the succeeding Paragraphs of
this Section 1.

         a.               EXECUTION DATE.  The term Execution Date is the date
                 first above written.

         b.               EFFECTIVE DATE.  The term Effective Date is the date
                 of LASX shareholder approval in accordance with Section 9(p)
                 of this Agreement.

         c.               INTELLECTUAL PROPERTY.  The term Intellectual
                 Property shall mean and include the following interests and
                 rights:  (a) all patents and patent rights including, without
                 limitation, all utility models, applications, continuations,
                 divisions, provisionals, continuations-in-part, reissues, and
                 any reexamined patents; (b) all patentable subject matter
                 including, without limitation, any and all inventions,
                 information, proprietary processes and formulae, designs,
                 schematics, parts list, manufacturing diagrams, devices,
                 source code, object code, algorithms, architecture, structure,
                 display screens, layouts, processes, development tools, and
                 the like that may contain subject matter that is eligible to
                 be protected through patent protection, whether or not fixed
                 in a tangible medium and whether or not reduced to practice;
                 (c) all Trademarks; (d) all copyrights and copyright
                 applications including, without limitation, all original works
                 of authorship fixed in a tangible medium, whether registered
                 or unregistered; (e) all trade secrets; (f) all know-how; (g)
                 all confidential information including, without limitation,
                 all data, information, compilations, disclosures,
                 documentation, source code commentary and media constituting,
                 describing or relating to the above, and the like; and (h) all
                 other world-wide





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                 intellectual property rights, whether currently vested,
                 perfected, registered, or available only through the common
                 law.

         d.               TRADEMARKS.   The term Trademarks means all rights in
                 registered, unregistered, intent-to-use, and/or common law
                 trademarks, service marks, trade names, icons, logos, slogans,
                 trade dress, and any other indicia of source or sponsorship of
                 goods and services, including all associated and appurtenant
                 goodwill throughout the world.

         e.               SPOT/MAG AGREEMENT.  XLV and Spot/Mag, Inc., a
                 corporation organized under the laws of Taiwan having its
                 principal place of business at [___________________________],
                 are currently negotiating a license agreement to be entered
                 into between XLV and Spot/Mag under which Spot/Mag will
                 receive certain Intellectual Property rights for digital
                 still camera and dithering technology in exchange for an
                 obligation to pay royalties and other remuneration to XLV.
                 The term Spot/Mag Agreement shall refer to the above license
                 agreement.

         f.               PRODUCTS.  The term Products shall mean and include
                 the systems specified in Exhibit C developed and
                 commercialized based on the XLV Technology as defined herein.

         g.               SHARES.  The term Shares shall mean shares of the
                 Common Stock, One Cent ($.01) par value, of LASX, as in effect
                 immediately following the one-for-twenty reverse stock split
                 contemplated by Sections 9(p) and 9(q) of this Agreement.


2.               ASSIGNMENT OF XLV TECHNOLOGY AND XLV LICENSE OPTION

         a.               ASSIGNMENT OPTION

                 i.               On April 1, 1999, or upon such date LASX
                          accelerates technology enhancement funding in
                          accordance with Section 5(b)(viii) of this Agreement
                          and LASX pays to XLV all sums required under Section
                          5 of this Agreement, whichever date occurs first, and
                          extending for a period of ninety (90) days
                          thereafter, provided LASX has exercised the Exclusive
                          License Option (as hereinafter defined), LASX shall
                          have the right to receive an assignment of the XLV
                          Technology (as hereinafter defined) from XLV, such
                          right to be exercised at LASX's option (the
                          "Assignment Option").  LASX may exercise the
                          Assignment Option by providing XLV with written
                          notice of LASX's desire to exercise the Assignment
                          Option within the time frame specified above.





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         b.               EXERCISE OF ASSIGNMENT OPTION

         Upon LASX exercising LASX's Assignment Option in accordance with the
         Section 2(a)(i) of this Agreement, XLV agrees to the following:

                 i.               XLV hereby agrees to assign, grant, convey,
                          and transfer all world-wide rights, title, and
                          interest in all of its Intellectual Property relating
                          or associated in any way to the document reader and
                          digital camera technology specified in Exhibit A and
                          the dithering technology described in Exhibit B
                          (hereinafter "the XLV Technology"), including all
                          associated goodwill and world-wide rights to sue,
                          recover damages, and seek injunctive relief for past
                          infringement or misappropriation, to LASX, its
                          successors, assigns and legal representatives.

                 ii.              XLV hereby agrees to execute all documents
                          necessary to perfect and record LASX's interest in
                          the XLV Technology.

                 iii.             XLV hereby agrees to cooperate fully with
                          LASX in the acquisition, prosecution and enforcement
                          of all Intellectual Property rights in the XLV
                          Technology and all improvements to the XLV
                          Technology.  Specifically,  by way of example and not
                          limitation, XLV agrees to fully review and execute
                          declarations, oaths or any patent applications
                          associated with the XLV Technology, to execute any
                          assignment documents to be recorded in the patent
                          office of the United States or other countries, to
                          aid in the arguments during examination and
                          prosecution of any patent applications covering the
                          XLV Technology, and to cooperate as a consultant
                          and/or witness in any proceedings to enforce patent
                          or other Intellectual Property rights associated with
                          the XLV Technology.

                 iv.              XLV hereby agrees to assign to LASX all
                          improvements to the XLV Technology developed in whole
                          or in part by XLV within ninety (90) days of the
                          assignment of the XLV Technology.  XLV agrees not to
                          disclose or market any such improvements to any party
                          other than LASX for ninety (90) days following the
                          assignment of the XLV Technology.

                 v.               XLV hereby agrees that it shall receive no
                          further compensation beyond what is specified in this
                          Agreement for the obligations to cooperate and to
                          assign further rights detailed in this Section.





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         c.               WARRANTIES, REPRESENTATIONS, AND COVENANTS REGARDING
                 THE ASSIGNMENT OF XLV TECHNOLOGY

                 (1)      Upon LASX exercising LASX's Assignment Option in
                          accordance with Section 2(a)(i) of this Agreement,
                          XLV makes the following ongoing warranties,
                          representations, and covenants to LASX regarding the
                          assignment of the XLV Technology:

                 i.               XLV represents, warrants and agrees that:
                          (a) it has all requisite legal power and authority to
                          execute and deliver the assignments and to perform
                          its obligations detailed herein; (b) the assignments
                          specified in this Section 2 shall be duly executed
                          and delivered by a duly authorized officer of XLV;
                          (c) the execution and delivery of the assignments
                          specified in this Section 2 and the performance of
                          its obligations hereunder shall be duly authorized by
                          all necessary corporate action of XLV; and (d) that
                          there shall be no outstanding agreements,
                          assignments, or encumbrances inconsistent with any
                          provisions of the assignments specified in this
                          Section 2.

                 ii.              XLV agrees that the assignments, obligations
                          and other terms specified in this Section 2 shall
                          constitute legal, valid and binding obligations and
                          shall be enforceable against XLV in accordance with
                          their terms.

                 iii.             XLV represents and warrants that it owns full
                          right, title, and interest in and to the XLV
                          Technology to be transferred herein, subject only to
                          the Spot/Mag Agreement, free and clear of all liens,
                          claims, charges, or encumbrances, and no person or
                          entity other than XLV has any interest in the XLV
                          Technology, including, without limitation, any
                          license, security interest, royalty interest,
                          contingent interest or otherwise.  XLV further
                          represents and warrants to LASX that it has full
                          power to convey all rights in the XLV Technology.

                 iv.              XLV represents that the XLV Technology
                          represents and includes valuable trade secrets owned
                          by XLV and XLV knows of no instance of disclosure or
                          other circumstance that would prevent LASX from
                          asserting and enforcing the ownership rights in the
                          XLV Technology transferred under this Section 2.

                 v.               XLV represents that it knows of no reason why
                          the XLV Technology may not be patented in the United
                          States or other countries.

                 vi.              XLV represents and warrants that neither
                          XLV's present and former employees and consultants,
                          nor any other present or former employer or





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                          contractor of any kind of XLV's present and former
                          employees and consultants, has any rights in or claim
                          to any portion of the XLV Technology.

                 vii.             XLV represents that no other party has any
                          rights in or claims to any portion of the XLV
                          Technology.

                 viii.            XLV represents that it knows of no United
                          States or foreign Intellectual Property rights which
                          would be infringed by the use of the XLV Technology
                          by LASX in the United States or elsewhere.

                 ix.              XLV represents and warrants that it has no
                          obligation to compensate any person or entity for the
                          development, use, sale, or exploitation of the XLV
                          Technology to be transferred herein, and XLV has not
                          granted to any other person or entity any license,
                          option or other rights to develop, use, sell, or
                          exploit in any manner the XLV Technology transferred
                          herein, other than the Spot/Mag Agreement, whether or
                          not requiring the payment of royalties or other
                          consideration.

                 x.               XLV agrees that LASX shall have the sole
                          discretion and right in determining whether to
                          institute, maintain, or settle any suit for
                          infringement(s) or misappropriation of any of the
                          Intellectual Property rights associated with the XLV
                          Technology to be transferred herein with all costs,
                          attorneys fees, and expenses to be paid by LASX.
                          LASX further shall have the sole right to collect and
                          keep any and all damages recovered from such
                          infringement or misappropriation, whether past,
                          present, or future.

                 xi.              XLV agrees to notify LASX in writing of any
                          claims, assertions, allegations, suggestions, and the
                          like that XLV or LASX infringes any right of a third
                          party through the use of the XLV Technology to be
                          transferred to LASX under this Section 2.

                 (2)      Upon LASX exercising LASX's Assignment Option in
                          accordance with Section 2(a)(i) of this Agreement,
                          LASX makes the following ongoing warranties,
                          representations, and covenants to XLV regarding the
                          assignment of the XLV Technology:

                 i.               LASX warrants and represents that LASX shall
                          have all requisite legal power and authority to
                          execute and receive the assignments specified in this
                          Section 2 and to perform its obligations hereunder.

                 ii.              LASX agrees that LASX will present to XLV
                          information related to dithered 2D imaging product
                          offerings to other parties acquiring the same
                          dithered 2D imaging products from LASX that XLV has
                          purchased.  LASX





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                          agrees to provide sufficient information to allow XLV
                          to evaluate the terms and conditions of such later
                          offerings.  XLV shall have the option to acquire
                          dithered 2D imaging products under such later terms
                          and conditions if XLV determines that such later
                          terms and conditions are more advantageous than the
                          terms and conditions offered directly to XLV by LASX.
                          LASX is not obligated to provide the identity of the
                          other parties or any details of the relationship with
                          such parties not relevant to the offerings to XLV.
                          XLV's option shall be limited to the acceptance or
                          rejection of all terms and conditions associated with
                          another party and XLV shall not have the option to
                          accept only some of the terms and conditions and not
                          others.


         d.               ASSIGNMENT FEE

                 i.               Upon LASX exercising LASX's Assignment
                          Option, and in consideration of the above assignment,
                          LASX agrees to pay XLV a technology assignment fee
                          payable in full by delivery of Three Hundred Thousand
                          (300,000) Shares.  The Shares paid to XLV under this
                          Section 2(d)(i), shall be delivered to XLV upon the
                          completion of the assignment of the XLV Technology.


3.               LICENSE OF INTELLECTUAL PROPERTY RIGHTS

         a.               LICENSE GRANT

         Upon LASX exercising LASX's Assignment Option in  accordance with
         Section 2, LASX agrees to the following:

                 i.               LASX hereby agrees to grant to XLV, and XLV
                          agrees to accept from LASX an exclusive, fully
                          transferable, worldwide, irrevocable, royalty-free,
                          fully paid-up and perpetual license to make, have
                          made, use, import, sell, and offer to sell, the
                          Intellectual Property rights to the XLV Technology
                          within the field of use specified in Exhibit E
                          attached hereto.  XLV shall have and maintain the
                          right to modify and make derivative works of the XLV
                          Technology for improvements solely applicable within
                          the field of use specified in Exhibit E and the right
                          to grant sublicenses to its rights limited to within
                          such field of use.  Subject to Section 2(b)(iv), the
                          derivative works of XLV for such improvements shall
                          be the sole and exclusive property of XLV.

                 ii.              For all improvements to the XLV Technology
                          applicable in any manner outside the field of use
                          specified in Exhibit E, XLV agrees to assign





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                          to LASX all improvements to the XLV Technology in
                          accordance with Section 2(b)(i) of this Agreement.


4.               ASSIGNMENT OF SPOT/MAG AGREEMENT

         a.               ASSIGNMENT

         Upon LASX exercising LASX's Assignment Option in accordance with
         Section 2, and provided the Spot/Mag Agreement is executed within
         three (3) years of the Effective Date, XLV agrees to the following:

                 i.               XLV does hereby agree to sell, assign,
                          transfer and set over to LASX, and LASX hereby agrees
                          to accept from XLV, all right and interest in the
                          Spot/Mag Agreement or in respect thereof, including
                          without limitation chooses in action.  LASX agrees to
                          assume the rights and obligations arising after the
                          assignment of the Spot/Mag Agreement, including
                          without limitation the right to receive all royalties
                          and other amounts payable under the Spot/Mag
                          Agreement, the same to be held and enjoyed by LASX
                          for its own use and enjoyment and for the use and
                          enjoyment of its successors, and assigns, to the end
                          of the term or terms of the Spot/Mag Agreement is or
                          may be granted, as fully and entirely as the same
                          would have been held and enjoyed by XLV if the
                          assignment made under this paragraph had not been
                          made.


         b.               WARRANTIES, REPRESENTATIONS AND COVENANTS REGARDING
                 THE SPOT/MAG AGREEMENT

                 i.               XLV does hereby warrant and represent that:

                          (1)     The Spot/Mag Agreement shall not grant,
                                  convey or transfer to Spot/Mag any exclusive
                                  Intellectual Property rights;

                          (2)     The Spot/Mag Agreement shall not assign,
                                  grant, convey or transfer to Spot/Mag any
                                  ownership interest in any Intellectual
                                  Property rights but shall only license such
                                  Intellectual Property rights to Spot/Mag;

                          (3)     The Spot/Mag Agreement shall not grant to
                                  Spot/Mag the right to assign the Spot/Mag
                                  Agreement or to sublicense the rights
                                  contained therein; and





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                          (4)     The only consideration for the Spot/Mag
                                  Agreement between XLV and Spot/Mag shall be a
                                  running royalty payable to XLV in United
                                  States currency.

                 ii.              XLV hereby agrees to present the Spot/Mag
                          Agreement to LASX for LASX's approval prior to XLV
                          entering into the Spot/Mag Agreement with Spot/Mag.
                          XLV agrees and understands that LASX's approval of
                          the Spot/Mag Agreement shall be required prior to XLV
                          entering into the Spot/Mag Agreement.  LASX's
                          approval shall not be unreasonably withheld.

                 iii.             XLV represents and warrants that it shall
                          have the right and authority to fully assign the
                          Spot/Mag Agreement to LASX and that it shall take all
                          corporate action necessary to effect such transfer.
                          XLV agrees to notify Spot/Mag of such transfer and to
                          take all necessary steps so that royalty payments due
                          under the Spot/Mag Agreement shall be delivered
                          directly to LASX and that, in addition to all other
                          rights under the Spot/Mag Agreement, any right to
                          reports or right to audit records of such royalties
                          shall inure to the benefit of LASX.

                 iv.              XLV represents and warrants that it shall not
                          grant, convey or transfer any Intellectual Property
                          rights in the XLV Technology to any other party other
                          than LASX in accordance with the terms of this
                          Agreement or to Spot/Mag pursuant to the Spot/Mag
                          Agreement.

                 v.               LASX agrees and understands that XLV has no
                          obligation to enter into the Spot/Mag Agreement.


         c.               ASSIGNMENT FEE

                 i.                In consideration of the assignment of the
                          Spot/Mag Agreement, LASX agrees to pay XLV a license
                          assignment fee payable in full by delivery of Two
                          Hundred Thousand (200,000) Shares under the following
                          conditions:

                          (1)     LASX shall deliver to XLV, on the 15th day
                                  following the expiration of each quarter, One
                                  (1) Share for each Ten Dollars ($10.00) of
                                  royalty received from Spot/Mag under the
                                  Spot/Mag Agreement until such time as LASX
                                  has delivered Two Hundred Thousand (200,000)
                                  Shares.

                          (2)     XLV agrees and understands that royalties
                                  received by LASX under the Spot/Mag Agreement
                                  after the delivery of Two Hundred Thousand
                                  (200,000) Shares to XLV in accordance with
                                  Section





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                                  4(b)(i)(1) of this Agreement shall be the
                                  sole and exclusive property of LASX.


5.               OPTION PURCHASE AND TECHNOLOGY ENHANCEMENT

         a.               TECHNOLOGY ENHANCEMENT SERVICES

                 i.               XLV agrees to continue to provide personnel
                          services and project management for the enhancement
                          and commercialization of the Products specified in
                          Exhibit C in accordance with the product development
                          schedule as detailed below and shown in Exhibit D
                          attached hereto.  Any personnel supplied by XLV shall
                          be deemed to be independent contractors and shall not
                          be deemed to be employees of LASX for any purpose.

                 ii.              XLV and LASX agree that within sixty (60)
                          days of the Effective Date, staffing for the
                          enhancement of the Products of employees and/or
                          independent contractors shall be complete (the
                          "Staffing Date").

                 iii.             XLV agrees to maintain true and accurate
                          records that substantiate expenses relating to the
                          enhancement of the Products ("Expense Reports")
                          including the date incurred and the nature thereof.
                          Expense Reports shall be delivered to LASX at the
                          times specified under Section 5(a)(iv) of this
                          Agreement and at any other time upon the request of
                          LASX.

                 iv.              XLV and LASX agree that upon the first (1st)
                          day of each calendar month after the Execution Date,
                          LASX management and XLV project management personnel
                          shall meet to discuss the development of the
                          Products.  XLV shall supply to LASX at such meetings
                          the latest Expense Report and any and all relevant
                          information relating to the enhancement of the
                          Products, including, but not limited to, all current
                          Product specifications and documentation, Product
                          development schedules and marketing studies.  Any
                          modifications requested by LASX to the Product
                          development schedule or Product specifications
                          described above must be approved in writing by XLV so
                          as not to materially alter the terms of this
                          Agreement.  Such approval shall not be unreasonably
                          withheld.

                 v.               XLV and LASX agree that LASX shall have the
                          right to cease payments under Section 5(b) any time
                          after the Staffing Date, without further liability,
                          in accordance with reasonable business judgment
                          decisions or for failure of the development to meet
                          critical milestone dates as detailed in Exhibit D.
                          Upon the cessation of payments under this Section
                          5(a)(v) or failure of LASX to make payments under
                          Section 5(b) when due, any License





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                          Option, Exclusive License Option or Assignment Option
                          right not previously exercised by LASX as of the date
                          of payment cessation shall be terminated, and each of
                          LASX's and XLV's obligations and rights under this
                          Agreement, except for liability for pre-termination
                          breaches of this Agreement, shall be terminated
                          following the notice and cure time periods provided
                          for under Section 9(r) of this Agreement including,
                          but not limited to, the obligation of XLV to provide
                          personnel services and project management for the
                          enhancement and commercialization of the Products
                          pursuant to this Section.

                 vi.              LASX shall notify XLV in writing of its
                          decision to cease payments pursuant to Section
                          5(a)(v) of this Agreement.


      b.               OPTION PURCHASE RIGHTS AND TECHNOLOGY ENHANCEMENT FUNDING

                 In consideration for the option rights to purchase technology
                 and the technology enhancements set forth in this Agreement,
                 and provided that LASX has not terminated this Agreement for
                 any reason prior to the due date of any particular payment
                 pursuant to Section 5(a)(v) of this Agreement, LASX, either
                 directly or through a corporate intermediary, shall pay to XLV
                 the sums specified below:

                 i.               Upon the Execution Date, LASX shall pay to
                          XLV the sum of Five Hundred Thousand Dollars
                          ($500,000.00).

                 ii.              Within thirty (30) days of the Effective
                          Date, LASX shall pay to XLV the sum of One Million
                          Dollars ($1,000,000.00).

                 iii.             On March 15, 1998, LASX shall pay to XLV the
                          sum of Five Hundred Thousand Dollars ($500,000.00).

                 iv.              On July 1, 1998, LASX shall pay to XLV the
                          sum of Five Hundred Thousand Dollars ($500,000.00).

                 v.               On September 1, 1998, LASX shall pay to XLV
                          the sum of One Million Dollars ($1,000,000.00).

                 vi.              On October 1, 1998,  LASX shall pay to XLV
                          the sum of Five Hundred Thousand Dollars
                          ($500,000.00).

                 vii.             On December 1, 1998, LASX shall pay to XLV
                          the sum of Six Hundred Thousand Dollars
                          ($600,000.00).





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                 viii.            LASX may, at LASX's option, accelerate the
                          technology funding schedule detailed in this Section
                          5(b) and pay the sums indicated prior to the dates
                          specified herein.

                 ix.              All sums paid to XLV by LASX under this
                          Section 5(b) shall be nonrefundable.


         c.               TECHNOLOGY ENHANCEMENT AND TRANSFER OPTION EXERCISE

                 i.               Upon such date that LASX has paid to XLV the
                          sum specified in Section 5(b)(ii), and extending for
                          a period of six (6) months thereafter, LASX shall
                          have the right to receive, at LASX's option, and XLV
                          shall grant to LASX upon LASX exercising such option,
                          a nonexclusive, fully transferable, worldwide,
                          irrevocable, royalty-free perpetual license to make,
                          have made, use, import, sell, and offer to sell, the
                          Intellectual Property rights to the XLV Technology
                          (the "License Option").

                 ii.              LASX may exercise the License Option by
                          notifying XLV in writing of its desire to obtain the
                          above license within the time frame specified in
                          Section 5(c)(i).

                 iii.             Upon the exercising of the License Option by
                          LASX, and in consideration of the above license, LASX
                          shall vest in XLV Two Hundred Thousand (200,000)
                          Shares.

                 iv.              Upon such date LASX has paid to XLV all sums
                          required under Section 5 of this Agreement, and
                          extending for a period of ninety (90) days
                          thereafter, provided LASX has exercised the License
                          Option, LASX shall have the right to receive, at
                          LASX's option, and XLV shall grant to LASX upon LASX
                          exercising such option, an exclusive, fully
                          transferable, worldwide, irrevocable, royalty-free,
                          perpetual license to make, have made, use, import,
                          sell, and offer to sell, in all fields of use except
                          the field of use specified in Exhibit E, the
                          Intellectual Property rights to the XLV Technology
                          (the "Exclusive License Option") subject to those
                          rights, and only those rights, granted to Spot/Mag
                          pursuant to the Spot/Mag Agreement.

                 v.               LASX may exercise the Exclusive License
                          Option by notifying XLV in writing of its desire to
                          obtain the above exclusive license within the time
                          frame specified in Section 5(c)(vi).





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                 vi.              Upon the exercising of the Exclusive License
                          Option by LASX, and in consideration of the above
                          exclusive license, LASX shall vest in XLV Three
                          Hundred Thousand (300,000) Shares.

                 vii.             Any shares vested in XLV under this Section
                          5(c) of this Agreement shall be delivered to XLV
                          within forty-five (45) days of vesting.


         d.               OWNERSHIP OF TECHNOLOGY

                 i.               All technology and any Intellectual Property
                          rights associated therewith conceived or developed by
                          XLV or LASX in performance of the work or obligations
                          contemplated under this Agreement relating in whole
                          or in part to the enhancement and commercialization
                          of the Products ("Product Technology"), including but
                          not limited to the Products, or the process of
                          manufacture thereof, shall be owned solely and
                          exclusively by XLV subject to the License Option, the
                          Exclusive License Option, and the Assignment Option.

                 ii.              XLV shall execute and deliver any documents
                          reasonably requested by LASX to transfer such Product
                          Technology to LASX under the License Option, the
                          Exclusive License Option, or the Assignment Option in
                          accordance with their respective terms as described
                          herein.

                 iii.             Provided LASX exercises the Assignment
                          Option,  LASX shall control the filing of
                          applications for patents, trademarks, copyrights and
                          other Intellectual Property rights for such Product
                          Technology whether or not it shall be deemed to have
                          been jointly or solely developed and whether or not
                          one party is believed to have contributed more to the
                          development than the other.

                 iv.              Provided LASX exercises the Assignment
                          Option, XLV agrees to cooperate fully in the
                          acquisition, prosecution and enforcement of all
                          Intellectual Property rights relating in whole or in
                          part to the Product Technology.  Specifically,  by
                          way of example and not limitation, XLV agrees to
                          fully review and execute any patent applications
                          associated with the Product Technology, to execute
                          any declarations, oaths or assignment documents to be
                          recorded in the patent office of the United States or
                          other countries, to aid in the arguments during
                          examination and prosecution of any patent
                          applications covering the Product Technology, and to
                          cooperate as a consultant and/or witness in any
                          proceedings to enforce patent or other intellectual
                          property rights associated with the Product
                          Technology.





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<PAGE>   13
         e.               WARRANTIES, REPRESENTATIONS AND COVENANTS REGARDING
                 PRODUCT ENHANCEMENT AND SERVICES

                 i.               XLV warrants and represents that XLV
                          consulting and management  personnel will use all
                          reasonable efforts to develop and market the
                          Products.

                 ii.              XLV warrants and represents that, provided
                          LASX has exercised the Assignment Option, XLV shall
                          not disclose to any third party any proprietary,
                          confidential, technical and/or business information,
                          know-how, data, operating practices, developments or
                          inventions relating to the enhancement and
                          commercialization of the Products.

                 iii.             Provided LASX has exercised the License
                          Option or the Exclusive License Option, XLV shall
                          indemnify and hold LASX harmless against any and all
                          claims by third parties that may be brought or
                          instituted against LASX prior to July 1, 2004, that
                          any use of the XLV Technology contemplated under this
                          Agreement infringes upon any Intellectual Property
                          rights of any third party.  LASX shall give XLV
                          prompt notice of any claim and shall offer XLV the
                          opportunity to control the defense of such claim;
                          provided, however, LASX shall have the opportunity to
                          control the defense of such claim if: (i) XLV fails
                          to defend a claim that XLV is not obligated to
                          indemnify LASX against such claim; (ii) the claiming
                          third party seeks non-monetary damages against LASX;
                          or (iii) LASX obtains a legal opinion that LASX has
                          defenses different from or additional to defenses
                          available to XLV.  XLV shall have the right to: (1)
                          obtain for LASX a perpetual, royalty-free license to
                          use, improve, and commercialize the XLV Technology;
                          or (2) refund to LASX all payments in cash or stock
                          made to XLV under this Agreement and to terminate
                          this Agreement.  XLV shall not be obligated to
                          indemnify LASX against claims of infringement to the
                          extent such claim is based upon LASX modifications to
                          the XLV Technology or upon LASX using the XLV
                          Technology with any other hardware or software.  All
                          obligations of XLV to indemnify LASX under this
                          Section 5(e)(iii) shall be limited to the total value
                          of money received by XLV from LASX under this
                          Agreement.  XLV agrees to cooperate fully and use its
                          best efforts to assist LASX in the defense of any
                          such claim brought or instituted against LASX and
                          shall provide to LASX assistance and information as
                          may reasonably be required to fully defend against
                          such claim including, but not limited to, providing
                          access to fact and expert witnesses and producing
                          requested documents .  XLV agrees that XLV shall not
                          take any action or any position adverse to the
                          interest of LASX in the defense of such claim.

                 iv.              XLV agrees that upon the successful
                          completion of a demonstration unit of the Products,
                          provided LASX has exercised the License Option,





                                       13
<PAGE>   14
                          LASX shall have the right, at LASX's expense and on
                          behalf of XLV, to seek the prosecution and
                          acquisition of all Intellectual Property rights
                          related to the enhancement of the Products.  XLV
                          agrees to cooperate fully with LASX in the
                          prosecution and acquisition of such Intellectual
                          Property rights.

                 v.               XLV and LASX understand and agree that the
                          parties' joint agreement to cooperate in the
                          enhancement of the Products is not an agreement of
                          partnership and none is intended hereby.  In no event
                          is one party the agent for the other for any purpose
                          other than as specifically required by this
                          Agreement.

                 vi.              Provided LASX has exercised the Exclusive
                          License Option, LASX agrees that LASX will present to
                          XLV information related to dithered 2D imaging
                          product offerings to other parties acquiring the same
                          dithered 2D imaging products from LASX that XLV has
                          purchased.  LASX agrees to provide sufficient
                          information to allow XLV to evaluate the terms and
                          conditions of such later offerings.  XLV shall have
                          the option to acquire dithered 2D imaging products
                          under such later terms and conditions if XLV
                          determines that such later terms and conditions are
                          more advantageous than the terms and conditions
                          offered directly to XLV by LASX.  LASX is not
                          obligated to provide the identity of the other
                          parties or any details of the relationship with such
                          parties not relevant to the offerings to XLV.  XLV's
                          option shall be limited to the acceptance or
                          rejection of all terms and conditions associated with
                          another party and XLV shall not have the option to
                          accept only some of the terms and conditions and not
                          others.


6.               LOCK-UP AGREEMENT

         a.               XLV hereby irrevocably agrees that it will not sell,
                 offer to sell, solicit an offer to buy, contract to sell,
                 grant any option to purchase, or otherwise transfer or dispose
                 of any Shares issued pursuant to the License Option, Exclusive
                 License Option or the Assignment Option for a period of one
                 (1) year after the exercise of the applicable option without
                 the prior written consent of LASX; provided, however, that XLV
                 may pledge such Shares as long as the beneficiary of such
                 pledge agrees in writing to be bound by the terms of this
                 lock-up provision.





                                       14
<PAGE>   15
7.               REGISTRATION RIGHTS

         a.               DEMAND REGISTRATION.  XLV shall have the right on any
                 two (2) occasions between the second and fourth anniversary of
                 the Effective Date to make a written request of LASX for
                 registration with the Securities and Exchange Commission
                 ("SEC") (a "Demand Registration"), under and in accordance
                 with the provisions of the Securities Act, for the offer and
                 sale by XLV of the Shares issued pursuant to this Agreement
                 (the "Registrable Securities").  Upon receipt of the written
                 request by XLV of a Demand Registration,  LASX shall prepare
                 and file with the SEC, within sixty (60) days following the
                 receipt of such request, a registration statement on Form S-3
                 (or another appropriate form) (the "Demand Registration
                 Statement") for the offer and sale by XLV of the Registrable
                 Securities and use reasonable efforts to have each such Demand
                 Registration Statement declared effective by the SEC as
                 promptly as reasonably practicable after the filing thereof
                 with the SEC.  LASX shall use its reasonable efforts to keep
                 such Demand Registration Statement and the prospectus used in
                 connection therewith effective and in compliance with
                 applicable law for a period of at least twelve (12) months
                 (the "Effectiveness Period").  All expenses incident to LASX's
                 performance or compliance with this Section 7(a) shall be paid
                 by LASX; provided, however, XLV shall be responsible for and
                 shall pay any underwriting, brokerage or selling agent's fees,
                 discounts or commissions, and shall be responsible for and pay
                 all legal fees and expenses of counsel to XLV or counsel to
                 any underwriter or selling agent.  In connection with any
                 underwritten offering to which LASX shall have consented, LASX
                 shall provide, or cause to be provided, such representations,
                 warranties, covenants, opinions, "cold comfort" letters,
                 indemnifications, opportunities for due diligence and other
                 matters, and shall take all such other reasonable actions, as
                 are customary in underwritten public offerings of securities.
                 Failure of LASX to cause the Demand Registration Statement to
                 be declared effective within one hundred fifty (150) days of
                 filing shall result in a sum payable to XLV by LASX (the
                 "Registration Penalty").  The Registration Penalty shall be
                 equal to the sum of Fifty Thousand Dollars ($50,000.00) for
                 failing to cause the Demand Registration Statement to be
                 declared effective within one hundred fifty (150) days after
                 filing and an additional Fifty Thousand Dollars ($50,000.00)
                 for each ninety (90) day period thereafter until such time as
                 the Demand Registration Statement is declared effective.
                 Failure of the Demand Registration Statement to be declared
                 effective for reasons that can be demonstrated by LASX to be
                 beyond the control of LASX shall not result in a Registration
                 Penalty.

         b.               PIGGYBACK REGISTRATION RIGHTS.  If at any time
                 between the second and fourth anniversary of the Effective
                 Date, LASX proposes to file with the SEC a registration
                 statement (a "Piggyback Registration Statement") under the
                 Securities Act with respect to any offering of any Shares,
                 other than (i) a registration statement with respect to any
                 employee stock options or similar securities, securities





                                       15
<PAGE>   16
                 issued or to be issued pursuant to any employee benefit plan,
                 or any interests in any employee benefit plan, (ii) a
                 registration statement in connection with the consummation of
                 an acquisition or business combination transaction, or (iii) a
                 registration statement filed in connection with an exchange
                 offer or an offering of securities to LASX's existing security
                 holders, LASX shall in each case give written notice (a
                 "Piggyback Registration Notice") of such proposed filing of
                 such Piggyback Registration Statement to XLV as soon as
                 practicable, but in no event less than 20 days before the
                 anticipated filing date, and shall, subject to the provisions
                 of this Section 7(b), use its commercially reasonable efforts
                 to include in such Piggyback Registration Statement the
                 Registrable Securities with respect to which LASX has received
                 from XLV a written request for inclusion therein within 15
                 days after the Piggyback Registration Notice is given to XLV.
                 Notwithstanding the foregoing, LASX will not be required to
                 include any Registrable Securities in any registration
                 statement if such registration statement is declared effective
                 on or following the fourth anniversary of the Effective Date.
                 In the case of an underwritten registration, if the managing
                 underwriters advise LASX in writing that in their opinion the
                 inclusion in such registration statement of all the
                 Registrable Securities proposed to be included (together with
                 any Shares proposed to be included in such registration
                 statement by other holders of Shares who also have exercised
                 piggyback registration rights with respect to such
                 registration) would interfere with the successful marketing of
                 the securities proposed to be registered, then XLV shall be
                 entitled to include such number of shares as, in the opinion
                 of the managing underwriter, would not so interfere and such
                 shares shall be allocated among XLV and any other holders of
                 Shares who have also had exercised piggyback registration
                 rights with respect to such registration pro rata in
                 proportion to their respective holdings of Shares (or as they
                 may otherwise agree).  The delivery of a Piggyback
                 Registration Notice by LASX shall in no way obligate LASX to
                 file a Piggyback Registration Statement under  this Section
                 7(b) and notwithstanding any such filing, LASX may, in its
                 sole discretion, determine not to offer the securities to
                 which the registration statement relates or to otherwise
                 withdraw such registration statement.  XLV may not participate
                 in any registration hereunder unless XLV (i) in the case of an
                 underwritten registration, agrees to sell such Registrable
                 Securities on the basis provided in any underwriting
                 arrangements approved by LASX, (ii) provides all such
                 information as is reasonably required to effect such
                 registration and completes and executes all undertakings,
                 questionnaires, powers of attorney, indemnities, underwriting
                 agreements (in the case of an underwritten registration) and
                 other documents reasonably required under the terms of such
                 underwriting arrangements (in the case of an underwritten
                 registration) or applicable laws, and (iii) in the case of an
                 underwritten registration, complies with all other reasonable
                 requests of the managing underwriter (including but not
                 limited to requests for the delivery of customary legal
                 opinions by counsel to XLV) and complies with all other
                 reasonable requests related to such registration.





                                       16
<PAGE>   17
                 i.               If the registration statement filed by LASX
                          in which the Registrable Securities are permitted to
                          be included pursuant to this Section 7(b) provides
                          for the offering of Shares on a delayed or continuous
                          basis (a "Shelf Registration Statement" and, together
                          with a Demand Registration Statement and a Piggyback
                          Registration Statement, a "Registration Statement"),
                          then any Registrable Securities included in such
                          Shelf Registration Statement likewise, subject to the
                          provisions of this Agreement, will be permitted to be
                          offered on such delayed or continuous basis between
                          the second and fourth anniversary of the Effective
                          Date.


         c.               Notwithstanding anything to the contrary in Sections
                 7(a) and 7(b), LASX may, by delivering written notice to XLV,
                 prohibit offers and sales of Registrable Securities pursuant
                 to either the Demand Registration Statement or the Shelf
                 Registration Statement at any time if (A)(i) LASX is in the
                 possession of material non-public information relating to
                 LASX, (ii) LASX determines that such prohibition is necessary
                 in order to avoid a requirement to disclose such material
                 non-public information to the public and (iii) LASX determines
                 in good faith that public disclosure of such material
                 non-public information would not be in the best interests of
                 LASX and its stockholders or (B)(i) LASX has made a public
                 announcement relating to an acquisition or business
                 combination transaction including LASX and/or one or more of
                 its subsidiaries that are material to LASX and its
                 subsidiaries taken as a whole and (ii) LASX determines in good
                 faith that (x) offers and sales of Registrable Securities
                 pursuant to either the Demand Registration Statement or the
                 Shelf Registration Statement prior to the consummation of such
                 transaction (or such earlier date as LASX shall determine) is
                 not in the best interests of LASX and its stockholders or (y)
                 it would be impracticable at the time to obtain any financial
                 statements relating to such acquisition or business
                 combination transaction that would be required to be set forth
                 in such registration statement; provided, however, that upon
                 (i) the public disclosure by LASX of the material non-public
                 information described in clause (A) of this paragraph or (ii)
                 the consummation, abandonment or termination of, or the
                 availability of the required financial statements with respect
                 to, a transaction described in clause (B) of this paragraph,
                 the suspension of the use of such registration statement
                 pursuant to this Section 7(b) shall cease and LASX shall
                 promptly notify XLV that dispositions of Registrable
                 Securities may be resumed.  Suspension of offers and sales of
                 Registerable Securities pursuant to this Section 7(c) shall
                 not occur more than once in any twelve (12) months period, and
                 such suspension shall not exceed ninety (90) days at any one
                 time unless agreed to by LASX and XLV in advance, such
                 agreement not to be unreasonably withheld when further
                 suspension would provide some benefit to shareholders.

         d.               LASX may require XLV to furnish to LASX such
                 information regarding the distribution of Registrable
                 Securities as is required by law to be disclosed in the





                                       17
<PAGE>   18
                 Registration Statement, and LASX may delay the filing of the
                 Registration Statement (or in the case of a Piggyback
                 Registration Statement, exclude such Registrable Securities)
                 if XLV fails to furnish such information within a reasonable
                 time after receiving such request.  XLV agrees to notify LASX
                 as promptly as practicable of any inaccuracy or change in
                 information previously furnished by XLV to LASX or of the
                 occurrence of any event as a result of which the prospectus
                 included in the Registration Statement contains or would
                 contain an untrue statement of a material fact regarding XLV
                 or XLV's intended method of distribution of Registrable
                 Securities, or omits to state any material fact regarding XLV
                 or XLV's intended method of distribution of Registrable
                 Securities, necessary to make the statements therein, in light
                 of the circumstances then existing, not misleading and
                 promptly furnish to LASX any additional information required
                 to correct and update any previously furnished information or
                 required so that such prospectus shall not contain, with
                 respect to XLV or the distribution of the Registrable
                 Securities, an untrue statement of a material fact or omit to
                 state a material fact necessary to make the statements
                 therein, in light of the circumstances then existing, not
                 misleading.

         e.               LASX will indemnify and hold harmless XLV from and
                 against any and all loss, damage, liability, cost and expense
                 to which XLV may become subject under the Securities Act or
                 otherwise, insofar as such losses, damages, liabilities, costs
                 or expenses arise out of or are based upon any untrue
                 statement or alleged untrue statement of any material fact
                 contained in such Registration Statement, any prospectus
                 contained therein or any amendment or supplement thereto, or
                 arise out of or are based upon the omission or alleged
                 omission to state therein a material fact required to be
                 stated therein or necessary to make the statements therein, in
                 light of the circumstances in which they were made, not
                 misleading; provided, however, that LASX will not be liable in
                 any such case to the extent that any such loss, damage,
                 liability, cost or expense arises out of or is based upon an
                 untrue statement or alleged untrue statement or omission or
                 alleged omission provided  by XLV.

         f.               XLV will indemnify and hold harmless LASX, each of
                 its directors, each of its officers who have signed the
                 Registration Statement, and each person, if any, who controls
                 LASX from and against any and all loss, damage, liability,
                 cost and expense to which any such person may become subject
                 under the Securities Act or otherwise, insofar as such losses,
                 damages, liabilities, costs or expenses are arising out of or
                 are based upon any untrue statement or alleged untrue
                 statement of any material fact contained in such Registration
                 Statement, any prospectus contained therein or any amendment
                 or supplement thereto, or arise out of or are based upon the
                 omission or alleged omission to state therein a material fact
                 required to be stated therein or necessary to make the
                 statements therein, in light of the circumstances in which
                 they were made, not misleading; in each case to the extent,
                 but only to the extent, that such untrue statement or alleged
                 untrue statement or omission or alleged omission was provided
                 by XLV.





                                       18
<PAGE>   19
8.               BOARD REPRESENTATION

         a.               So long as XLV and permitted assigns own in the
                 aggregate at least Four Hundred Thousand (400,000) Shares
                 delivered pursuant to this Agreement, LASX warrants and
                 represents that LASX will use its reasonable best efforts to
                 cause one (1) person designated by XLV to be nominated to
                 serve as a member of the board of directors of LASX.


9.               GENERAL PROVISIONS

         a.               GENERAL WARRANTIES, REPRESENTATIONS AND COVENANTS.

                 i.               LASX warrants and represents that: (a)  this
                          Agreement has been duly executed and received by a
                          duly authorized officer of LASX; and (b) subject to
                          Section 9(p) hereof, the performance of its
                          obligations hereunder, other than the issuance of the
                          Shares shall be, and, subject to shareholder approval
                          as provided in Section 9(p), the issuance of the
                          Shares as provided herein will be, duly authorized by
                          all necessary corporate action of LASX.

                 ii.              Each of XLV and LASX represents and warrants
                          that the obligations and other terms specified in
                          this Agreement shall constitute legal, valid and
                          binding obligations and shall be enforceable against
                          it in accordance with their terms.

                 iii.             XLV warrants and represents that this
                          Agreement has been duly executed and received by a
                          duly authorized officer of XLV and has been duly
                          authorized by all necessary corporate action of XLV.

                 iv.              LASX warrants and represents that upon
                          delivery of the Shares pursuant to the terms of this
                          Agreement, such Shares will be duly authorized,
                          validly issued, fully paid and nonassessable, and
                          will not have been issued in violation of any
                          preemptive rights of any stockholder.  The Shares to
                          be issued to XLV pursuant to this Agreement will be
                          issued free and clear of any lien, option or
                          preemptive or other right or claim.

                 v.               LASX warrants and represents that LASX has
                          made available to XLV a true and complete copy of
                          each report, schedule, registration statement and
                          definitive proxy statement filed by LASX with the SEC
                          since December 31, 1996 and prior to or on the date
                          of this Agreement (the "SEC Documents"),





                                       19
<PAGE>   20
                          which are all the documents (other than preliminary
                          material) that LASX was required to file with the SEC
                          between December 31, 1996 and the date of this
                          Agreement.  As of their respective dates, the SEC
                          Documents complied in all material respects with the
                          requirements of the Securities Act of 1933, as
                          amended (the "Securities Act"), or the Securities
                          Exchange Act of 1934, as amended, as the case may be,
                          and the rules and regulations of the SEC thereunder
                          applicable to such SEC Documents, and none of the SEC
                          Documents contained any untrue statement of a
                          material fact or omitted to state a material fact
                          required to be stated therein or necessary to make
                          the statements therein, in light of the circumstances
                          under which they were made, not misleading as of the
                          date filed.  The financial statements of LASX
                          included in the SEC Documents complied as to form in
                          all material respects with the published rules and
                          regulations of the SEC with respect thereto, were
                          prepared in accordance with generally accepted
                          accounting principles ("GAAP") applied on a
                          consistent basis during the periods involved (except
                          as may be indicated in the notes thereto or, in the
                          case of the unaudited statements, as permitted by
                          Rule 10-01 of Regulation S-X of the SEC) and fairly
                          present in accordance with applicable requirements of
                          GAAP (subject, in the case of the unaudited
                          statements, to normal, recurring adjustments, none of
                          which are material) the consolidated financial
                          position of LASX and its consolidated subsidiaries as
                          of their respective dates and the consolidated
                          results of operations and the consolidated cash flows
                          of LASX and its consolidated subsidiaries for the
                          periods presented therein.

                 vi.              LASX represents that except as set forth in
                          the SEC Documents, as of the date hereof, there are
                          no liabilities of LASX of any kind whatsoever,
                          whether accrued, contingent, absolute, determined,
                          determinable or otherwise, that are reasonably likely
                          to have a material adverse effect on the financial
                          condition or results of operations of LASX, other
                          than: (i) liabilities provided for on the balance
                          sheet of LASX dated as of September 30, 1997
                          (including the notes thereto) contained in LASX's
                          Quarterly Report on Form 10-Q for the period ended
                          September 30, 1997; (ii) additional borrowings of
                          $2,991,000  under a Note Purchase Agreement among
                          LASX and Wolfensohn Associates II L.P.; (iii) the
                          acceleration of all payments due under a $2,100,000
                          Secured Promissory Note, dated December 26, 1996, to
                          the benefit of Xerox Corporation; (iv) liabilities
                          incurred in the ordinary course of business
                          subsequent to September 30, 1997; and (v) liabilities
                          under this Agreement.

         b.               NOTICES.

                 i.               All payments, correspondence,  notices, and
                          legal process delivered or deliverable pursuant to
                          this Agreement shall be in writing and deemed





                                       20
<PAGE>   21
                          delivered:  (i) upon personal or telecopy (with
                          receipt confirmed) delivery; (ii) three (3) days
                          after being sent by reliable overnight delivery; or
                          (iii) ten (10) days after being sent by certified
                          mail, postage prepaid, return receipt requested, to
                          the addresses set forth below:

                          If to XLV:    Bill Haskell
                                        President and COO
                                        XL Vision, Inc.
                                        10305 102nd Terrace
                                        Sebastian, Florida 32958

                          If to LASX:   Harry S. Budow
                                        President and COO
                                        LASERTECHNICS, INC.
                                        Sandia Imaging Systems
                                        3208 Commander Drive
                                        Carrollton, Texas 75006


                 ii.              Either party hereto may change the address to
                          which notice is to be sent via written notice to the
                          other party in accordance with the provisions of
                          this section.


         c.               ENTIRE AGREEMENT.  This Agreement contains the entire
                 understanding between the parties hereto concerning the
                 subject matter hereof, and supersedes and replaces all prior
                 negotiations and agreements, if any, both written and oral.

         d.               AUTHORITY.  The individuals executing this Agreement
                 for and on behalf of XLV and LASX represent that they are
                 fully authorized and empowered to do so for and on behalf of
                 their respective principals.

         e.               SUCCESSORS AND ASSIGNS.  This Agreement is intended
                 to benefit and shall be binding on XLV and LASX and their
                 respective successors and permitted assigns.

         f.               AMENDMENTS.  No modification, amendment, waiver,
                 termination or discharge of this Agreement, or any of the
                 terms or provisions hereof, shall be binding upon either of
                 the parties unless confirmed by a written instrument signed by
                 both parties.





                                       21
<PAGE>   22
         g.               NO WAIVER.  No waiver by either party of any term or
                 provision of this Agreement or of any default hereunder shall
                 affect such party's rights thereafter to enforce such term or
                 provision or to exercise any right or remedy in the event of
                 any other default, whether or not similar.

         h.               SEVERABILITY.  If any provision of this Agreement
                 shall be held void, voidable, invalid or inoperative, no other
                 provision of this Agreement shall be affected as a result
                 thereof, and accordingly, the remaining provisions of this
                 Agreement shall remain in full force and effect as though such
                 void, voidable, invalid or inoperative provision had not been
                 contained herein.

         i.               CONFIDENTIALITY.  XLV and LASX agree to maintain all
                 terms and conditions of this Agreement in strictest
                 confidence, except as otherwise required by law, including the
                 public disclosure requirements of LASX under federal
                 securities law and applicable exchange or Nasdaq rules and
                 listing agreements.  The parties agree that, except as
                 required by law, including the public disclosure requirements
                 of LASX under federal securities law and applicable exchange
                 or Nasdaq rules and listing agreements, neither LASX nor XLV
                 shall issue any publicly available reports, statements or
                 releases pertaining to this Agreement without the prior
                 consent of the other party, which consent shall not
                 unreasonably be withheld or delayed.

         j.               CUMULATIVE RIGHTS AND REMEDIES.  Except as otherwise
                 provided in this Agreement, all rights and remedies herein or
                 otherwise shall be cumulative, and none of them shall limit
                 any other rights or remedies.

         k.               CHOICE OF LAW.   The validity, performance, and all
                 matters relating to the effect of this Agreement and any
                 amendments hereto shall be governed by the laws of the State
                 of Texas without regard to choice of law provisions, statutes,
                 regulations or principles of this or any other jurisdiction.

         l.               NON-AGENCY RELATIONSHIP.  It is understood and agreed
                 that no agency relationship is involved or created with
                 respect to this Agreement.

         m.               SURVIVAL.  All representations, warranties and
                 covenants contained in this Agreement shall continue in full
                 force and effect and shall survive notwithstanding the full
                 payment of all amounts due hereunder or the termination of
                 this Agreement in any matter whatsoever.

         n.               HEADINGS.  The headings contained herein are for the
                 convenience of the parties only and shall not be interpreted
                 to limit or affect in any way the meaning of the language
                 contained in this Agreement.





                                       22
<PAGE>   23
         o.               LIMITATIONS ON LIABILITY.  NOTWITHSTANDING ANY OTHER
                 PROVISIONS OF THIS AGREEMENT TO THE CONTRARY, IN NO EVENT
                 SHALL XLV OR LASX, ANY OF ITS OR THEIR AFFILIATES OR ANY OF
                 ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR
                 SUBCONTRACTORS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL
                 OR CONSEQUENTIAL DAMAGES OF XLV OR LASX OR ANY OF THEIR
                 RESPECTIVE AFFILIATES, EVEN IF XLV OR LASX OR SUCH AFFILIATE
                 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR
                 PUNITIVE DAMAGES, LOSS OF ANTICIPATED PROFITS, SAVINGS OR
                 BUSINESS, LOSS OF COMMERCIAL REPUTATION OR OTHER ECONOMIC
                 LOSS, OR FOR DAMAGES THAT COULD HAVE BEEN AVOIDED, USING
                 REASONABLE DILIGENCE BY XLV OR LASX OR SUCH AFFILIATE.

         p.               SHAREHOLDERS MEETING(S) AND CHARTER AMENDMENTS
                 REQUIREMENTS.  Except for LASX's obligation as specified in
                 Section 5(b)(i) of this Agreement, the rights and obligations
                 under this Agreement are expressly contingent upon the
                 approval by the stockholders of LASX at a meeting duly called
                 and held of (i) an amendment to the Charter of LASX to effect
                 a one-for-twenty reverse stock split of the issued and
                 outstanding shares of Common Stock, as described in the
                 preliminary proxy statement filed by LASX with the Securities
                 and Exchange Commission in January 1998 (the "Reverse Stock
                 Split"), and (ii) the issuance of the Shares to XLV in
                 accordance with the terms of this Agreement potentially
                 greater than 20% (twenty per cent) of LASX then outstanding.

         q.               PROPOSED REVERSE STOCK SPLIT.  The parties
                 acknowledge that all references herein to the Shares of LASX
                 refer to the voting common stock, par value $.01 per share, of
                 LASX, after giving effect to the proposed Reverse Stock Split.

         r.               DEFAULTS AND REMEDIES.

                 i.       LASX and XLV agree and understand that the occurrence
                          or existence of any one or more of the following
                          events will constitute a default by LASX:

                          (1)     Material breach by LASX of any material
                                  representation or warranty; or

                          (2)     Material breach by LASX of any material
                                  covenant after a thirty (30) day notice and
                                  grace period to cure such breach.

                 ii.      LASX and XLV agree and understand that the occurrence
                          or existence of any one or more of the following
                          events will constitute a default by XLV:





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                          (1)     Material breach by XLV of any material
                                  representation or warranty; or

                          (2)     Material breach by XLV of any material
                                  covenant after a thirty (30) day notice and
                                  grace period to cure such breach.

                 iii.     LASX and XLV agree that in the event of Default by
                          LASX, XLV shall have the following remedies:

                          (1)     XLV may terminate the Agreement in addition
                                  to remedies at law or equity subject to any
                                  License Option or Exclusive License Option
                                  exercised and continuing in effect.  Any
                                  License Option, Exclusive License Option, or
                                  Assignment Option not previously exercised
                                  shall terminate; and

                          (2)     XLV may terminate this Agreement if Effective
                                  Date does not occur by January 1, 1999.

                 iv.      LASX and XLV agree that in the event of Default by
                          XLV, LASX shall have the following remedies:

                          (1)     LASX may terminate the Agreement and cease
                                  payments pursuant to Section 5(a)(v) in
                                  addition to remedies at law or equity.


         s.               DISPUTE RESOLUTION.  Any controversy or claim arising
                 out of or relating to this Agreement, or the breach thereof,
                 shall be settled by the following techniques in the order
                 provided:

                 i.       Face-to-face good faith negotiations between Chief
                          Operating Officers of XLV and LASX;

                 ii.      Mediation; and

                 iii.     Binding arbitration in accordance with the Commercial
                          Arbitration Rules of the American Arbitration
                          Association, and judgment upon the award rendered by
                          the arbitrator(s) may be entered in any court having
                          jurisdiction thereof.





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         IN WITNESS WHEREOF, the parties hereto have caused their respective
duly authorized representatives to execute this Agreement as of the date first
above written:

LASERTECHNICS, INC.                   XL VISION, INC.
("LASX")                              ("XLV")



By: /s/                               By: /s/
   ----------------------------          ------------------------------------


Title: President                      Title: President
      -------------------------             ---------------------------------





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