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                            ASSET PURCHASE AGREEMENT

                                 BY AND BETWEEN

                          PERCEPTRON, INC. ("SELLER")

                                      AND

                         ACOUSTIC MARKET RESEARCH, INC.

                       d/b/a SONORA MEDICAL SYSTEMS, INC.

                                 ("PURCHASER")

                       EFFECTIVE AS OF SEPTEMBER 30, 2000


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                                 TABLE OF CONTENTS

ARTICLE 1 SALE AND PURCHASE OF ACQUIRED ASSETS............................... 1

1.1      Sale and Purchase of Acquired Assets................................ 1
1.2      Excluded Assets..................................................... 2

ARTICLE 2 PURCHASE PRICE..................................................... 2

2.1      Purchase Price...................................................... 2
2.2      Method of Payment .................................................. 2
2.3      Allocation of Purchase Price ....................................... 2

ARTICLE 3 ASSUMED LIABILITIES ............................................... 3

3.1      Assumed Liabilities ................................................ 3

ARTICLE 4 THE CLOSING ....................................................... 3

4.1      Closing and Effective Dates .........................................3

4.2      Actions and Deliveries by Seller and Purchaser at Closing........... 3

ARTICLE 5 REPRESENTATIONS AND WARRANTIES .................................... 4

5.1      Seller's Representations ........................................... 4
5.2      Purchaser's representations ........................................ 7

ARTICLE 6 COVENANTS ......................................................... 8

6.1      Additional Agreements............................................... 8
6.2      Press Releases and Public Announcements............................. 8
6.3      Cooperation in Litigation........................................... 8
6.4      Transfer of Receipts................................................ 8
6.5      Compliance with Bulk Sales Laws..................................... 8
6.6      Updated Information................................................. 8
6.7      Conduct of Seller Prior to Closing.................................. 9
6.8      Conduct of Purchaser after Closing.................................. 9

ARTICLE 7 INDEMNIFICATION ................................................... 9

7.1      Survival ........................................................... 9
7.2      Seller's Indemnity ................................................. 9
7.3      Purchaser's Indemnity .............................................. 9
7.4      Claims for Indemnification .........................................10
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7.5      Limitations on Recovery.............................................11
7.6      Payment ............................................................12

ARTICLE 8 ARBITRATION .......................................................12

8.1      Dispute resolution .................................................12
8.2      Injunctive relief ..................................................13

ARTICLE 9         MISCELLANEOUS PROVISIONS ..................................13

9.1      Complete Agreement..................................................13
9.2      No Waiver...........................................................13
9.3      Discharge, Amendment................................................13
9.4      Notices.............................................................13
9.5      Expenses............................................................14
9.6      Governing Law.......................................................14
9.7      Assignment..........................................................14
9.8      Counterparts and Signature..........................................14
9.9      No Third Party Beneficiaries........................................14
9.10     Construction and Interpretation.....................................14
9.11     Partial Invalidity..................................................15
9.12     Headings............................................................15

SCHEDULES

SCHEDULE 1.1(a) - MACHINERY, EQUIPMENT, FIXTURES, TOOLS, COMPUTERS, AND OTHER
TANGIBLE PERSONAL PROPERTY

SCHEDULE 1.1(b) - ACCOUNTS, NOTES RECEIVABLE AND AMOUNTS OWING FOR WORK IN
PROCESS AS OF CLOSING DATE

SCHEDULE 1.1(C) - PATENTS, TRADEMARKS, TRADE NAMES, COPYRIGHTS AND OTHER
INTELLECTUAL PROPERTY RIGHTS

SCHEDULE 1.1(d) - COMPUTER SOFTWARE, PROGRAMS AND DATA BASES

SCHEDULE 1.1(e) - EXECUTORY CONTRACTS AND OTHER OPEN PURCHASE ORDERS

SCHEDULE 1.1(i) - ASSIGNABLE PERMITS, LICENSES, APPROVALS, CERTIFICATIONS AND
LISTINGS

SCHEDULE 1.1(j) - CURRENTLY EFFECTIVE LEASES OF EQUIPMENT AND OTHER PERSONAL
PROPERTY

SCHEDULE 1.2 - EXCLUDED ASSETS
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SCHEDULE 3.1 - ASSUMED LIABILITIES

SCHEDULE 5.1 (m) - WARRANTY OR GUARANTEE OBLIGATIONS FOR WHICH PURCHASER IS
RESPONSIBLE

SCHEDULE 5.1(o) - PURCHASE ORDERS AND CONTRACTS FOR WHICH PURCHASER IS
OBLIGATED

SCHEDULE 5.1(p) - MISCELLANEOUS CONTRACTS FOR WHICH PURCHASER IS OBLIGATED

EXHIBITS

EXHIBIT A - ALLOCATION OF PURCHASED ASSETS

EXHIBIT B - CERTIFICATE OF SELLER

EXHIBIT C - CERTIFICATE OF PURCHASER

EXHIBIT D - GENERAL BILL OF SALE WITH RESPECT TO CERTAIN ASSETS OF PERCEPTRON,
INC.

EXHIBIT E - ASSIGNMENT AND ASSUMPTION AGREEMENT

EXHIBIT F.1 - SELLER'S OPINION OF COUNSEL ASSET PURCHASE AGREEMENT

EXHIBIT F.2 - PURCHASER'S OPINION OF COUNSEL ASSET PURCHASE AGREEMENT

EXHIBIT G -  GOVERNMENT/REGULATORY APPROVALS

EXHIBIT H -  THIRD PARTY CONSENTS


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                            ASSET PURCHASE AGREEMENT

     This Asset Purchase Agreement ("Agreement") is made and entered into this
thirtieth day of September, 2000, by and between Perceptron, Inc. ("Seller"), a
Michigan corporation, and Acoustic Market Research, Inc. d/b/a Sonora Medical
Systems, Inc. ("Purchaser"), a Colorado corporation. Seller and Purchaser are
referred to collectively in this Agreement as the "Parties."

     WHEREAS, Seller is engaged in the business of Measurement and Testing of
Medical Ultrasound and Acoustic Equipment and of manufacturing Ultrasound
Hydrophones ("Business"); and

     WHEREAS, Seller desires to sell and assign to Purchaser, and Purchaser
desires to acquire from Seller, certain assets used in connection with the
Business and to assume certain stated liabilities of the Business as set forth
in this Agreement;

     NOW, THEREFOR, the Parties, in consideration of the mutual
representations, covenants, warranties and agreements set forth herein, and in
any agreement executed in connection herewith, hereby agree as follows.

ARTICLE 1 SALE AND PURCHASE OF ACQUIRED ASSETS

     1.1 Sale and Purchase of Acquired Assets. Subject to the terms and
conditions set forth in this Agreement Seller shall at Closing sell, convey,
assign, transfer and deliver to Purchaser, and Purchaser shall purchase and
accept from Seller, substantially all the assets that are currently used,
useful, or necessary to operate the Business, as it is now being conducted,
("Purchased Assets") including:

               (a)  The machinery, equipment, fixtures, tools, computers, and
                    other tangible personal property set forth on SCHEDULE
                    1.1(a) of this Agreement;

               (b)  All accounts and notes receivable, related to the Business,
                    for work in process as of the Closing Date, as set forth on
                    SCHEDULE 1.1(b) of this Agreement;

               (c)  The patents, trademarks, trade names, copyrights, and other
                    intellectual property rights set forth on SCHEDULE 1.1(c)
                    of this Agreement;

               (d)  All rights of Seller to computer software (however
                    recorded), programs, and data bases used, useful or
                    necessary to operate the Business, as it is now being
                    conducted, as set forth on SCHEDULE 1.1(d) of this
                    Agreement;



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               (e)  All executory contracts and other open purchase orders and
                    other agreements related to the Business as set forth on
                    SCHEDULE 1.1(e) of this Agreement;

               (f)  All drawings, designs, specifications and production data
                    with respect to the Business;

               (g)  All of the (i) finished goods, (ii) work in process, raw
                    materials, inventory, products, operating supplies,
                    packaging and shipping materials and (iii) replacement,
                    spare and component parts used in the Business;

               (h)  All books and records of Seller relating to the Business
                    including customer and supplier lists, mailing lists,
                    advertising lists, trade secrets, know-how and other
                    proprietary and confidential information of the Business as
                    of the Closing;

               (i)  All assignable permits, licenses, approvals, certifications
                    and listings or the like with respect to the Business
                    issued to Seller by any federal, state, local, foreign or
                    other jurisdiction or instrumentality or certification
                    organization as set forth on SCHEDULE 1.1(i) of this
                    Agreement;

               (j)  All currently effective leases of equipment and other
                    personal property with respect to the Business as set forth
                    on SCHEDULE 1.1(j) of this Agreement.

     1.2 Excluded Assets. Seller shall retain all assets in connection with the
Business, not conveyed above, set forth on SCHEDULE 1.2 ("Excluded Assets").

ARTICLE 2 PURCHASE PRICE

     2.1 Purchase Price. The Purchase Price for the Purchased Assets shall be
Two hundred seventy thousand dollars ($270,000) payable at Closing.

     2.2 Method of Payment. The Purchase Price shall be paid by means of a
certified or bank cashier's check payable to the order of "Perceptron, Inc."
or, at Seller's option, by wire transfer of immediately available funds to an
account previously designated by Seller in writing.

     2.3 Allocation of Purchase Price. The Parties acknowledge and agree that
the purchase and sale of the Purchased Assets is an "applicable asset
acquisition" within the meaning of Section 1060(c) of the Internal Revenue Code
of 1986, as amended. The Final Purchase Price shall be allocated among the
Purchased Assets as set forth in





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EXHIBIT A and the Parties agree to be bound by and shall file tax returns
consistent with such allocations.

ARTICLE 3 ASSUMED LIABILITIES

     3.1 Assumed Liabilities. Purchaser shall assume no liabilities of Seller
of any kind or nature, including any debt, obligation, tax or liability, known
or unknown, contingent or otherwise, or any obligations related to employees,
or former employees, of Seller engaged in the Business except as set forth on
SCHEDULE 3.1 ("Assumed Liabilities"). All liabilities of Seller which are not
Assumed Liabilities shall remain the liabilities of the Sellers, which
liabilities Seller agrees to pay and discharge in a timely manner.

ARTICLE 4 THE CLOSING

     4.1 Closing and Effective Dates. The transfer of the Purchased Assets by
Seller and payment for Purchased Assets by Seller ("Closing") shall take place
at 4:00 PM on September 29, 2000 ("Closing Date") at the offices of Seller's
Ultrasound Technology Group in Plymouth Meeting, PA , or on such other date or
place as is mutually agree to in writing the Parties. The transactions
contemplated by this Agreement shall become effective as of 12:00 PM on
September 30, 2000. ("Effective Date").

     4.2 Actions and Deliveries by Seller and Purchaser at Closing. At Closing,
Seller and Purchaser shall deliver, or cause to be delivered, each of the
following documents and any further documents required to effect this Agreement
or reasonably requested by either Party:

               (a)  A certificate, as set forth in EXHIBIT B, signed by a
                    cognizant representative of Seller confirming that it has
                    taken all corporate action necessary to approve and effect
                    the transactions contemplated by this Agreement;

               (b)  A certificate, as set forth in EXHIBIT C, signed by a
                    cognizant representative of Purchaser confirming that it
                    has taken all corporate action necessary to approve and
                    effect the transactions contemplated by this Agreement;

               (c)  A Bill of Sale and other appropriate documents of
                    conveyance, satisfactory to Purchaser, as set forth in
                    EXHIBIT D, relating to the Purchased Assets;



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               (d)  Assumptions or other appropriate instruments of acceptance
                    from Purchaser, in a form reasonably acceptable to Seller,
                    as set forth in EXHIBIT E, with respect to all of the
                    Assumed Liabilities;

               (e)  An opinion of Counsel from each Party related to the
                    transaction, dated as of the Closing date, as set forth in
                    EXHIBIT F;

               (f)  Copies of all governmental or regulatory approvals and
                    actions required to be obtained by Seller or Purchaser in
                    connection with this Agreement by applicable law or
                    regulation as set forth in EXHIBIT G;

               (g)  Copies of written consents, in a form satisfactory to
                    Purchaser, from the other parties to all contracts, leases
                    and other agreements to which Seller is a party and which
                    are needed to convey the Purchased Assets, as set forth in
                    EXHIBIT H.

ARTICLE 5 REPRESENTATIONS AND WARRANTIES

     5.1 Seller's Representations. Seller represents and warrants to Purchaser
as of the date of this Agreement as follows:

               (a)  Seller is a corporation duly organized, validly existing
                    and in good standing under the laws of the State of
                    Michigan and is duly qualified or licensed as a foreign
                    corporation authorized to do business in all jurisdictions
                    in which the failure to be so qualified would have a
                    materially adverse effect upon the conduct of the Business
                    by Seller or upon its ability to perform any of its
                    obligations under this Agreement.

               (b)  Seller has all requisite corporate power and authority and
                    all licenses, franchises, permits and authorizations to own
                    the Purchased Assets being conveyed by this Agreement and
                    to carry on the Business as presently conducted.

               (c)  Seller has full corporate power and authority to execute
                    and deliver this Agreement and all related documents and
                    instruments. Seller has taken all corporate action
                    necessary to authorize the execution, delivery and
                    performance of this Agreement and all related documents and
                    instruments. This Agreement, and all related documents and
                    instruments, constitute valid and binding rights and
                    obligations of Seller, enforceable in accordance with their
                    respective terms and conditions.



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               (d)  The execution, delivery, and performance of this Agreement
                    do not violate or constitute a default under an mortgage,
                    promissory note, or similar instrument for borrowed money
                    to which Seller is a party or by which it is bound.

               (e)  Seller has good and marketable title to the Purchased
                    Assets, free and clear of any liens, pledges, encumbrances
                    or claims of third parties.

               (f)  Seller is not in default under any agreement relating to
                    the Purchased Assets, which default would have an adverse
                    affect on the Purchased Assets or the Business.

               (g)  The inventories of systems, components and parts held for
                    sale or usage by Seller in the Business are of a standard
                    and quality generally saleable, or useable, in such
                    Business. However the parties acknowledge that this
                    transaction dues not constitute a sale of goods under the
                    Uniform Commercial Code and, in any event, ALL WARANTIES,
                    EPXRESS OR IMPLIED, OTHER THAN THOSE EXPRESSLY SET FORTH IN
                    THIS AGREEMENT WITH RESPECT TO THE PURCHASED ASSETS,
                    INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF
                    MERCHANTABILITY OR FITNESS OF PURPOSE, ARE EXPRESSLY
                    EXCLUDED.

               (h)  Seller has not been notified in writing by any governmental
                    agency having jurisdiction, nor is Seller otherwise aware,
                    that the Business, as it relates to the Purchased Assets,
                    is not currently in compliance with all applicable rules
                    and regulations including, but not limited to, rules of the
                    U.S. Environmental Protection Agency, the Occupational
                    Safety and Health Administration and the Department of
                    Labor.

               (i)  The Business, as it relates to the Purchased Assets, is
                    being operated by Seller in compliance with all applicable
                    laws, rules and regulations, non-compliance with which
                    might be expected adversely to affect the Business or the
                    Purchased Assets.

               (j)  There are no actions, suits or legal proceedings pending,
                    or to the best of Seller's knowledge, threatened against or
                    involving the Business, the Purchased Assets, or the
                    transactions contemplated by this Agreement that would have
                    an adverse effect upon the Business or the Purchased Assets
                    nor, to the best of Seller's knowledge, is there any
                    reasonable basis for any such action, suit or proceeding.



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               (k)  To the best of Seller's knowledge, the Business, as
                    presently conducted, insofar as the Purchased Assets are
                    concerned, does not utilize any patent, trademark,
                    copyright, or other Intellectual property right not being
                    conveyed to Purchaser under this Agreement nor does it
                    conflict with, or infringe upon, any patent, trademark,
                    copyright or other intellectual property right, trade
                    secret, or confidential information owned or claimed by
                    another; and there are no actions, suits, or proceedings
                    pending or, to the best of Seller's knowledge, threatened
                    that allege that the Business or the Purchased Assets
                    conflict with, or infringe upon, any patent, trademark,
                    copyright, trade secret, or confidential information owned
                    or claimed by a third party.

               (l)  There are no product warranty or product liability claims
                    or actions concerning products sold by Seller in the
                    Business relating to the Purchased Assets currently
                    pending, nor, to the best of Seller's knowledge, threatened
                    that would have an adverse effect on the Purchased Assets
                    or the Business.

               (m)  Except as set forth in SCHEDULE 5.1(m), none of the
                    contracts or agreements that constitute Assumed Liabilities
                    or Purchased Assets have outstanding warranty or guarantee
                    obligations by Seller.

               (n)  As of the Closing Date, and for the six month period prior
                    thereto, Seller has managed the Purchased Assets and has
                    operated the Business in its usual and ordinary course.

               (o)  SCHEDULE 5.1(o) sets forth all purchase orders or contracts
                    for the purchase by Seller from third parties of
                    merchandise, products or services relating to the business
                    which have not been, nor will be, paid for by Seller prior
                    to the Closing Date, and for which Purchaser will be
                    obligated as a condition of the Sale.

               (p)  SCHEDULE 5.1(p) sets forth all other material contracts or
                    agreements of the Seller relating to the Business not
                    otherwise set forth in a Schedule to this Agreement
                    including, but not limited to: employment and consulting
                    agreements; distribution and agency agreements; loan or
                    credit agreements or any agreements of guarantee, indemnity
                    or warranty; and agreements related to confidentiality or
                    non-disclosure.

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     5.2 Purchaser's representations. Purchaser represents and warrants to
Purchaser as of the date of this Agreement as follows:

               (a)  Purchaser is a corporation duly organized, validly
                    existing, and in good standing under the laws of the State
                    of Colorado and duly qualified or licensed as a foreign
                    corporation authorized to do business in all jurisdictions
                    in which the failure to be so qualified would have an
                    adverse effect upon the conduct of the Business by
                    Purchaser.

               (b)  Purchaser has full corporate power and authority to execute
                    and deliver this Agreement and all related documents and
                    instruments. Purchaser has taken all corporate action
                    necessary to authorize the execution, delivery, and
                    performance of this Agreement and all related documents and
                    instruments.

               (c)  This Agreement and all related documents and instruments
                    constitute valid and binding obligations of Purchaser,
                    enforceable in accordance with their respective terms and
                    conditions.

               (d)  Purchaser has all requisite corporate power and authority
                    and all licenses, franchises, permits, consents and
                    authorizations to own and lease its properties and assets
                    and to carry on the Business as presently conducted by
                    Seller.


               (e)  The execution, delivery, and performance of this Agreement
                    do not violate or constitute a default under: any mortgage,
                    indenture, promissory note, or like agreement to which
                    Purchaser is a party, or by which it is bound; the Articles
                    or Incorporation or by-laws of Purchaser or its affiliates;
                    any court injunction or decree; any enforceable order of a
                    governmental agency having jurisdiction over Purchaser; any
                    bankruptcy, insolvency, reorganization , or similar action
                    affecting enforcement of creditors rights.

               (f)  The Purchaser has not agreed to pay or become liable to pay
                    any broker's, finder's or originator's fees or commission
                    by reason of services alleged to have been rendered for or
                    at the instance of the Purchaser in connection with this
                    Agreement or any transactions contemplated by this
                    Agreement except for fees payable to FPC Financial
                    Corporation in connection with this transaction, for which
                    Seller has no liability. .

               (g)  No representation or warranty by the Purchaser in the
                    Purchaser Delivered Documents contains or will contain any
                    untrue statement of a material fact, or omits or will omit
                    to state a material fact





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<PAGE>

                    required to be stated therein or necessary to make the
                    statements contained in the Purchaser Delivered Documents
                    not misleading.

ARTICLE 6 COVENANTS

     6.1 Additional Agreements. From time to time after the Closing Date,
subject to the terms and conditions in this Agreement, each of the Parties, at
its own expense, shall take, or cause to be taken, all actions, do, or cause to
be done all things, execute and deliver, or cause to be executed and delivered,
all such instruments, documents, and filings of whatever type, and obtain all
consents, approvals or authorizations of any governmental or regulatory agency
or any other Person under any permit, license, agreement or other agreement as
another Party may reasonably request in order to consummate and make effective
the transactions contemplated by this Agreement. The Parties shall cooperate
with each other in connection with the foregoing, including using their
respective best efforts to fulfill all conditions of this Agreement. In case at
any time after the Closing Date any further action is necessary or desirable to
carry out the purposes of this Agreement, the Parties shall take all such
necessary action.

     6.2 Press Releases and Public Announcements. No Party shall issue any
press release or make any public announcement relating to the subject matter,
terms, conditions or other facts with respect to this Agreement prior to the
Closing without the prior written approval of the other Party; provided,
however, that any Party may make any public disclosure required by applicable
law or any listing or trading agreement concerning its publicly-traded
securities in which case the disclosing party will use its best efforts to
advise the other parties prior to making the disclosure and give the other
parties an opportunity to comment.

     6.3 Cooperation in Litigation. In the event that, after the Closing, the
Seller or the Purchaser shall require the participation of officers and
employees employed by each other to aid in the defense or settlement of
litigation or claims by third parties, and so long as there exists no conflict
of interest between the Parties, Seller and Purchaser shall use their best
efforts to make such officers and employees available to participate in such
defense; provided, however, that the Party requiring the participation of such
officers or employees shall pay all reasonable out-of-pocket costs, charges and
expenses arising from such participation.

     6.4 Transfer of Receipts. Seller and Purchaser agree that, after the
Closing Date, they will hold and will promptly transfer and deliver to the
other, from time to time as and when received by them, any cash, checks with
appropriate endorsements, or other property that they may receive on or after
the Closing Date which properly belongs to the other Party.

     6.5 Compliance with Bulk Sales Laws. Seller and Purchaser hereby waive
compliance with the bulk sales law and any other similar laws in any applicable
jurisdiction in respect of the transactions contemplated by this Agreement.


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     6.6 Updated Information. Seller and Purchaser shall each promptly disclose
to each other any information contained in its representations and warranties,
or in the Schedules which, because of an event occurring after the date hereof,
is incomplete or is no longer correct after the date hereof until Closing.

     6.7 Conduct of Seller Prior to Closing. Seller covenants and agrees that
from the date of this Agreement to Closing to conduct the Business only in the
ordinary and usual course consistent with past practice; and Seller will not
enter into any agreement or make any commitment related to the Business, except
in the ordinary course of business and consistent with past practice.

     6.8 Conduct of Purchaser after Closing: Purchaser covenants and agrees to
perform all warranty and maintenance work ("Work") required of Seller under the
terms of warranties or other obligations as set forth in SCHEDULE 5.1(m) of
this Agreement.

ARTICLE 7 INDEMNIFICATION

     7.1 Survival. The representations, warranties, covenants and agreements of
the Parties (or any of them) contained in this Agreement, in the Seller
Delivered Documents, and in the Purchaser Delivered Documents shall survive for
three years following the Closing Date.

     7.2 Seller's Indemnity. Seller shall indemnify, defend, save and hold
harmless Purchaser, and all of its successors and assigns, and Purchaser's
employees, representatives, officers, directors and agents from and against any
and all Indemnified Damages ("Indemnified Damages") arising out of or resulting
from:

               (a)  any breach of or inaccuracy in any representation or
                    warranty made by Seller in this Agreement or in any Seller
                    Delivered Document or in any Schedule or Exhibit, or in any
                    certificate or other document furnished by Seller pursuant
                    to this Agreement or any Seller Delivered Document; or

               (b)  any breach of any covenant of Seller contained in this
                    Agreement requiring performance after the Closing Date; or

               (c)  any claim or claims made against the Purchaser or its
                    successors or assigns arising out of any Assumed
                    Liabilities, including, but not limited to, those arising
                    out of the Seller's ownership, use, sale or operation of
                    the Acquired Assets, the Seller's conduct of the Business
                    on or before the Effective Date.

     7.3 Purchaser's Indemnity. Purchaser shall indemnify, defend, save and
hold harmless Seller, and its successors and assigns, and employees,
representatives, officers,




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<PAGE>

directors and agents, as applicable, from and against any and all Indemnified
Damages arising out of or resulting from:

               (a)  any breach of or inaccuracy in any representation or
                    warranty made by the Purchaser in this Agreement or in any
                    Purchaser Delivered Document or in any Schedule or Exhibit,
                    or in any certificate or other document furnished by
                    Purchaser pursuant to this Agreement or any Purchaser
                    Delivered Document; or

               (b)  any breach of any covenant of the Purchaser contained in
                    this Agreement requiring performance after the Closing
                    Date; or

               (c)  any claim or claims made against Seller or its successors
                    or assigns arising out of any Assumed Liability, including,
                    but not limited to, those arising out of Purchaser's
                    ownership, use, sale or operation of the Purchased Assets,
                    or Purchaser's conduct of the Business on or after the
                    Effective Date.

     7.4 Claims for Indemnification.

               (a)  Whenever any claim for indemnification shall arise under
                    this Article 7, the Party asserting such claim (the
                    "Indemnified Party") shall notify the other Party (the
                    "Indemnifying Party") of the claim stating the amount
                    claimed to be due and payable or an estimate of the claim
                    if contingent or unliquidated, the basis of the claim and
                    the provision or provisions of this Agreement under which
                    such claim is asserted. Any notice under this Section
                    7.4(a) shall be accompanied by copies of any documents
                    relied on by any claimant and furnished to the Indemnified
                    Party. Within 30 calendar days after receipt of such
                    notice, the Indemnifying Party shall by written notice
                    either (i) concede liability in whole as to the amount
                    claimed in such notice; (ii) deny liability in whole as to
                    such amount; or (iii) concede liability in part and deny
                    liability in part. In the event of any claim for
                    indemnification under this Agreement resulting from or in
                    connection with legal proceedings by a third party, such
                    notice shall also specify, if known, the amount or an
                    estimate of the amount of the liability arising from such
                    proceedings.

               (b)  The Indemnified Party shall have the right to control the
                    defense of any such claim. The Indemnifying Party shall
                    have the right to participate, at its expense, in the
                    defense of such claim. The Indemnified Party shall have
                    sole discretion to determine whether to contest, compromise
                    or settle any such claim, subject to the Indemnifying
                    Party's prior approval of such contest, compromise or
                    settlement, which will not be unreasonably withheld. If the


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                    Indemnifying Party does not approve of such settlement
                    within ten (10) days of receipt of notice thereof, it will
                    defend the claim; provided, however, that it must provide
                    assurances to the Indemnified Party of its ability to pay
                    any indemnification claim of the Indemnified Party which
                    could reasonably arise from such claim, such assurances to
                    be in a form and amount reasonably satisfactory to the
                    Indemnified Party. If the Indemnifying Party fails to
                    provide such assurances, the Indemnified Party will be
                    entitled to contest, settle or compromise such claim in its
                    sole discretion. The Indemnifying Party shall cooperate and
                    make available to the Indemnified Party such assistance and
                    materials as may be reasonably requested by it, all at the
                    expense of the Indemnifying Party. Any judgment entered or
                    settlement agreed upon in the manner provided in this
                    Section 7.4(b) shall be binding upon the Indemnifying Party
                    and shall conclusively be deemed to be an obligation with
                    respect to which the Indemnified Party is entitled to
                    indemnification under this Article 7. If the Indemnified
                    Party does not elect to defend any such claim, then the
                    Indemnifying Party shall be required to defend the same;
                    provided, however, that the Indemnified Party shall be
                    entitled to participate in the defense of such claim and to
                    employ counsel at its own expense to assist in the handling
                    of such claim; and provided, further, that the employment of
                    such counsel shall be at the expense of the Indemnifying
                    Party if the Indemnified Party determines in good faith that
                    such participation is appropriate in light of defenses not
                    available to the Indemnifying Party, conflicts of interest
                    or other similar circumstances.

               (c)  The Indemnifying Party shall not consent to a settlement
                    of, or the entry of any judgment arising from, any such
                    claim or legal proceeding, without the prior written
                    consent of the Indemnified Party. If the Indemnifying Party
                    does not assume the defense of any such claim or litigation
                    resulting from such claim in accordance with the terms of
                    this Section 7.4, the Indemnified Party may defend against
                    such claim or litigation in such manner as it may deem
                    appropriate, including settling such claim or litigation,
                    after giving notice of the same to the Indemnifying Party,
                    on such terms as the Indemnified Party may deem
                    appropriate. If the Indemnifying Party seeks to question
                    the manner in which the Indemnified Party defended such
                    claim or litigation or the amount of or nature of any such
                    settlement, the Indemnifying Party shall have the burden to
                    prove by a preponderance of the evidence that the
                    Indemnified Party did not defend such claim in a reasonably
                    prudent manner.

                                      11
<PAGE>

     7.5 Limitations on Recovery. Should the Closing occur, rights to
indemnification hereunder are subject to the following limitations:

               (a)  The obligation of indemnity provided herein constitutes the
                    sole remedy of each Party with respect to any claim arising
                    under this Agreement.

               (b)  There shall be no obligation to indemnify for any
                    Indemnified Damages under Section 7.2 except to the extent
                    that any aggregate amount of all Indemnified Damages
                    asserted under Purchaser's Claims exceeds Fifty Thousand
                    Dollars ($50,000) (the "Minimum Threshold Amount") ,
                    following which the Purchaser shall be entitled to
                    indemnification with respect to Purchaser's Claims in
                    excess of the Minimum Threshold Amount.

               (c)  The maximum aggregate liability of Seller to Purchaser for
                    Indemnified Damages under Purchaser's Claims shall be an
                    amount equal to the Purchase Price.

     7.6 Payment. Payments under this Indemnity provision shall be made within
ten (10) calendar days after the date the Indemnified Party makes its claim or,
if the Indemnifying Party disputes the claim, within ten (10) calendar days
after the date of the arbitrators' final decision as set forth in Article 8.
Payment for Indemnified Damages shall be based on amounts paid by the
Indemnified Party to third parties for the indemnified claim, including
reasonable costs of legal representation and other reasonable out of pocket
expenses.

ARTICLE 8 ARBITRATION

     8.1 Dispute resolution: In the event of any dispute between Purchaser and
Seller with respect to the matters set forth in this Agreement, the Parties
shall first use their reasonable efforts to resolve such dispute among
themselves. If the Parties are unable to resolve the dispute within thirty (30)
calendar days of the initiation of such procedure, the dispute shall be settled
by arbitration as provided herein, or as otherwise mutually agreed to by the
Parties, which shall be the sole and exclusive procedure for the resolution of
any such dispute, except as set forth in the last sentence hereof. Within ten
(10) calendar days after receipt of written notice from one Party that it is
submitting the matter to arbitration, each Party shall designate in writing one
arbitrator to resolve the dispute who shall, in turn, jointly select a third
arbitrator within twenty (20) calendar days of their designation, with the
third arbitrator to be selected in accordance with the procedure established by
the American Arbitration Association (the "AAA"). The arbitrators so designated
shall each be a lawyer experienced in commercial and business affairs who is
not an employee, consultant, officer or director of any party or any affiliate
of any party and who has not received any compensation, directly or indirectly,
from any party or any affiliate of any party during the two (2) year period
preceding the Closing Date. The arbitration shall be governed by the rules of
the AAA. The arbitrators shall




                                      12
<PAGE>

use their best efforts to rule on each disputed issue within thirty (30)
calendar days after the completion of the hearings. The determination of the
arbitrators as to the resolution of any dispute shall be binding and conclusive
upon all Parties. All rulings of the arbitrators shall be in writing and shall
be delivered to the Parties. Each Party shall pay the fees of its respective
designated arbitrator and its own costs and expenses of the arbitration. The
fees of the third arbitrator shall be paid 50% by Purchaser and 50% by Seller.
Any arbitration pursuant to this Article shall be conducted in the State of New
Jersey. Any arbitration award may be entered in and enforced by any court
having jurisdiction thereof and the Parties hereby consent and commit
themselves to the jurisdiction of the courts of the State of Michigan for
purposes of the enforcement of any arbitration award.

     8.2 Injunctive relief: The procedures set forth in this Article shall be
the sole and exclusive procedures for the resolution of disputes arising under
this Agreement, provided, however, that a party may seek a preliminary
injunction or other provisional judicial relief if in its judgment such action
is necessary to avoid irreparable damage or to preserve the status quo.

ARTICLE 9 MISCELLANEOUS PROVISIONS:

     9.1 Complete Agreement. This Agreement, including the Schedules and
Exhibits and the documents referred to in this Agreement, shall constitute the
entire agreement between the Parties with respect to the subject matter of this
Agreement and shall supersede all previous and contemporaneous negotiations,
agreements and commitments, whether oral or in writing, with respect to such
subject matter. All discussions and negotiations by Purchaser, or any person on
behalf of Purchaser, with any person pertaining to the subject matter of this
Agreement, shall not be deemed to be on behalf of any such person in his
individual capacity, but rather shall be deemed to be solely on behalf of
Purchaser.

     9.2 No Waiver. No failure of any Party to exercise any power given it
under this Agreement, or to insist upon strict compliance with any provision of
this Agreement, and no custom or practice of the Parties at variance with the
terms of this Agreement shall constitute a waiver of any Party's right to
demand exact compliance with the terms of this Agreement.

     9.3 Discharge, Amendment. This Agreement may not be released, discharged,
abandoned, amended, or modified in any manner, except by an instrument in
writing signed on behalf of each of the Parties by their duly authorized
representatives.

     9.4 Notices. All notices or other communications required or permitted
hereunder shall be in writing and shall be deemed to have been duly given (a)
if physically delivered, (b) if telephonically transmitted by telecopier or
other similar means, with subsequent oral confirmation, (c) five (5) days after
having been deposited in the United States Mail, as certified mail with return
receipt requested and with postage




                                      13
<PAGE>

prepaid, or (d) one (1) business day after having been transmitted to a third
party providing delivery services in the ordinary course of business which
guarantees delivery on the next business day after such transmittal (e.g., via
Federal Express), all of which notices or other communications shall be
addressed to the recipient as follows:

     IF TO SELLER: Alfred A. Pease, President and CEO, Perceptron. Inc. 47827
     Halyard Drive, Plymouth, MI 48170-2461.

     IF TO PURCHASER: Richard Zaremba, Chief Financial Officer, MISONIX, INC.
     1938 New Highway, Farmingdale, NY 11735.

     9.5 Expenses. The Parties shall pay their own expenses incident to the
preparation of this Agreement and the consummation of the transactions
contemplated therein.

     9.6 Governing Law. The interpretation and construction of this Agreement,
the obligations of the Parties, and any claims or disputes relating thereto,
shall be governed by and construed in accordance with the domestic laws of the
State of New Jersey without regard to the conflict or choice of laws principles
of that state which might otherwise be applicable

     9.7 Assignment. The rights and obligations provided by this Agreement
shall not be assignable by any Party without the prior written consent of the
other Party, except that Purchaser shall be entitled to assign any of its
rights and obligations under this Agreement to any of its affiliates (as
defined in Rule 12b-2 of the Rules and Regulations promulgated by the
Securities and Exchange Commission under the Securities Exchange Act of 1934,
as amended); provided, however, that Purchaser shall retain liability for all
of its obligations hereunder.

     9.8 Counterparts and Signature. This Agreement may be executed in any
number of counterparts, each of which shall be treated as an original but all
of which, collectively, shall constitute a single instrument. This Agreement
shall be binding on any Party hereto once signed by such Party and a signature
by facsimile, with an original hard copy to follow, shall be deemed to be due
execution.

     9.9 No Third Party Beneficiaries. The Parties shall have the sole right to
enforce the performance of the provisions of this Agreement and the sole right
to receive any and all amounts payable by the Parties pursuant to this
Agreement, and no other person or entity shall be entitled to, or shall have
any claim, right, title or interest to or in any such amounts by virtue of this
Agreement. This Agreement is personal to the Parties, and is not intended for
the benefit of, and is not intended to be relied upon by, any other person or
entity and no such person or entity (or any other person or entity acting on
its behalf) shall be entitled to the benefit of or to enforce this Agreement.

     9.10 Construction and Interpretation.

                                       14
<PAGE>

          (a) The Parties have participated jointly in the negotiation and
     drafting of this Agreement. In the event an ambiguity or question of
     intent or interpretation arises, this Agreement shall be construed as if
     drafted jointly by the Parties and no presumption or burden of proof shall
     arise favoring or disfavoring any party by virtue of the authorship of any
     of the provisions of this Agreement.

          (b) Each definition in this Agreement includes the singular and the
     plural, and references to the neuter gender include the masculine and
     feminine where appropriate.

          (c) Any reference to any federal, state, local or foreign statute or
     law shall be deemed to also to refer to all rules and regulations
     promulgated under such statute or law, unless the context requires
     otherwise. References to any statute or regulation mean such statute or
     regulation as amended at the time and include any successor legislation or
     regulation.

     9.11 Partial Invalidity. Insofar as possible, each provision of this
Agreement shall be interpreted so as to render it valid and enforceable under
applicable law and severable from the remainder of this Agreement. A finding
that any provision is invalid or unenforceable in any jurisdiction shall not
affect the validity or enforceability of any other provision or the validity or
enforceability of such provision under the laws of any other jurisdiction.

     9.12 Headings. The headings to the Articles and Sections are for
convenience of reference and shall not affect the meaning or interpretation of
this Agreement.

     The Parties have executed this Asset Purchase Agreement as of the date
first above written.

                          PERCEPTRON, INC.

                          By:    /s/ John Garber
                                 ---------------------------------
                          Name:  John Garber
                          Title: VP-CFO

                          ACOUSTIC MARKET RESEARCH, INC.
                          d/b/a/SONORA MEDICAL SYSTEMS, INC.

                          By:    /s/ G. Wayne Moore
                                 ---------------------------------
                          Name:  G. Wayne Moore
                          Title: President--CEO


                                      15
<PAGE>

                                SCHEDULE 1.1(a)

               MACHINERY, EQUIPMENT, FIXTURES, TOOLS, COMPUTERS,
                     AND OTHER TANGIBLE PERSONAL PROPERTY

(1)  Complete 3-axis scanning system, including water tank (45x45x45 cm),
       stepper motor controller (GPIB interface), precision slide rail and lead
       screws, support cart, water valving.

(2)  Measurement control computer, including GPIB interface, custom measurement
       software (described in separate Schedule)

(3)  Tektronics 2440 oscilloscope (200(mu)V resolution, 8 bit, 500 MHz
       sampling, GPIB)

(4)  Hydrophone calibration tank setup, including water tank (125x65x60 cm),
       manual lead screw positioners for hydrophone and source, stepper motor
       controlled rotational mount for hydrophone directivity testing, control
       computer with calibration software.

(5)  HP 3585A Spectrum Analyzer (0-40MHz swept)

(6)  ENI Model 350L power amplifier (50dB, frequency range from 250kHz to
       105MHz)

(7)  HP 8116A Function Generator (burst signal generation up to 50MHz)

(8)  Power Meter, Model UPM-DT-1 (used for total power measurement)

(9)  Tri power DC supply, (Model E1A-416, Output 0-20V)

(10) Dual power DC supply, (HP 6253A, Output 0-20V)

(11) High voltage DC power supply (Trek, Model 610C, 0-10kV), for poling
       hydrophones

(12) Wavetek Function Generator, (Model 182A)

(13) Panametrics Pulser/Receiver, Model 5050PR

(14) Bilaminar Hydrophones:

         Bilaminar Membrane type S/N 804-043, 1-20MHz, NPL calibration on
         8/27/93

         Bilaminar Membrane type S/N 804-210, 1-20MHz, NPL calibration
         on 1/8/99

         Bilaminar Membrane type S/N 805-247, 1-50MHz, NPL calibration
         on 11/22/99

         (There are several additional hydrophones used for practice)

(15) Needle type hydrophones:

          Precision Acoustics, 0.2mm diameter

          Force Institute, 0.6mm, 1.0 mm diameters

          (There are several additional hydrophones used for practice)

(16) Shock wave hydrophone system: Sonic Industries Model 1000

(17) Microscope, (Bausch & Lomb, StereoZoom 4)

(18) Electric Oven (Blue M, 5 cu ft., Temp. Range: 38(degree)C - 260(degree)C)


(19) Degassing equipment (Make: MV products, Chamber size: 5 cu ft.; Vacuum:
        0.5mbar)

(20) Personal computer for new measurement setup (Midwest Micro, 233MHz, 32MB
        RAM), including GPIB interface, LabView software development suite

(21) Personal computer for report writing (Midwest Micro, 233MHz, 32MB RAM)

(22) HP 7470A and HP 7475A plotters

(23) Laser Printer, (BLP Elite 600)

(24) Small vacuum pump (Bunn, Model 400-005)


<PAGE>

(25) Epoxy dispensing system (EFD, Model 800V)

(26) Weighing Scale (Fisher Scientific)

(27) Cahn microbalance (Model RM2)

(28) Doppler Phantom (BBS Medical Electronic AB)

(29) Calibration/test sources:

       NIST Reference Calibration Source SRM 1885, with matching network Seven
       single element ultrasound transducers

(30) Miscellaneous fixturing for transducer positioning, including catheter
       probes, surgical ultrasonic scalpels and phacoemulsifiers.

(31) Hydrophone manufacturing equipment, including sputtering masks, alignment
       fixtures, pressing fixture (to make ultra-thin PVDF bonds), pressure
       gauging system, etc.

(32) Research spark-type lithotripsy system, operable up to 30kV, with scanning
       tank. Uses Dornier-style shock plugs

(33) Two water tanks with manual positioning systems of different positional
       capability and accuracy, including a calibration tank specifically
       designed for but never purchased by Hearing Innovations.

(34) Two filing cabinets containing records for prior measurement work.

(35) One storage cabinet for hydrophone storage

(36) Two plastic racks for equipment storage

(37) All hydrophone inventory, including work in process, raw film stock,
       housings, connectors, containers and miscellaneous components.


<PAGE>



                                SCHEDULE 1.1(b)

                  ACCOUNTS, NOTES RECEIVABLE AND AMOUNTS OWING
                    FOR WORK IN PROCESS AS OF CLOSING DATE

No work in process at time of closing


<PAGE>


                                SCHEDULE 1.1(c)

                  PATENTS, TRADEMARKS, TRADE NAMES, COPYRIGHTS
                    AND OTHER INTELLECTUAL PROPERTY RIGHTS

(1)  Assignment of U.S. patent "Shock Wave Hydrophone with Self-Monitoring
       Feature, # 5,072,426"

(2)  Copyright for Software and report formats used for FDA 510(K) testing and
       submissions.

(3)  All of Seller's right, title and interest in the name "Sonic
       Technologies".


<PAGE>


                                SCHEDULE 1.1(d)

                   COMPUTER SOFTWARE, PROGRAMS AND DATA BASES

(1)  Proprietary measurement software for FDA 510(k) testing of ultrasound
       probes. Software has previously been sold to both the FDA and other
       ultrasound manufacturers for in-house testing. Provides axial scanning
       for peak location, automatic beam search capabilities, cross-axis beam
       scanning, raster beam scanning, pressure wave analysis for all regulated
       acoustic properties. Also provides data in IEC format as required.

(2)  Proprietary report format for FDA reporting, developed in cooperation with
       the FDA (by the 510(k) submission process) for diagnostic ultrasound
       applications. In addition, measurements have been performed in support of
       the following national and international standards:

     o    U.S. Food and Drug Administrations (FDA) "510(k) Guide for Measuring
          and Reporting the Acoustic Output of Diagnostic Ultrasound Medical
          Devices"

     o    AIUM/NEMA UD-2 "Acoustic Output Measurement Standard for Diagnostic
          Ultrasound Equipment"

     o    AIUM/NEMA UD-3 "Standard for Real-Time Display of Thermal and
          Mechanical Acoustic Output Indices on Diagnostic Ultrasound
          Equipment" (FDA Track III)

     o    International Electrotechical Commission (IEC) IEC-1157 "Requirements
          for the Declaration of the Acoustic Output of Medical Diagnostic
          Ultrasonic Equipment"

     o    International Electrotechical Commission IEC-61847 "Ultrasonics -
          Surgical Systems - Measurement and Declaration of the Basic Output
          Characteristics"

     o    International Electrotechical Commission IEC-60601-2-5 "Medical
          Electrical Equipment - Part 2-5: Particular Requirements for the
          Safety of Ultrasonic Physiotherapy Equipment"

     o    International Electrotechical Commission IEC-61846 "Ultrasonics -
          Pressure Pulse Lithotripters - Characteristics of Fields"

     o    CENELEC European Standard EN 45502-1 "Active Implantable Medical
          Devices - Part 1: General Requirements for Safety, Marking and
          Information to be Supplied by the Manufacturer"

(3)  Copies of previously completed reports; customer files, including data
       files, hardcopy records, and correspondences; lead files; Standards
       history files (as available); all pertinent written materials.


<PAGE>


                                SCHEDULE 1.1(e)

               EXECUTORY CONTRACTS AND OTHER OPEN PURCHASE ORDERS

(1)  Open purchase orders from the following companies, including P.O. number,
       order date, type of job, and P.O. Amount:

<TABLE>
<CAPTION>
                COMPANY                        P.O. #            DATE             TYPE                AMOUNT
               ---------                      --------          ------           ------              ---------
<S>                                         <C>             <C>             <C>                 <C>
            Neurosoft, Inc.                     2185            3/23/2000         Lab               8,000.00
               Sonovision                       1800            7/19/2000         Lab              17,820.00
     Csiro Telecomm. & Ind Physics              1470            8/14/2000      Hydrophone           7,900.00
           Eastek Corporation                  1221002          8/24/2000      Hydrophone           5,900.00
        Pennsylvania State Univ.               905654           8/31/2000      Hydrophone           4,950.00
              PharmaSonics                     PO2332            9/8/2000      Hydrophone           7,900.00
</TABLE>


<PAGE>


                                SCHEDULE 1.1(i)

      ASSIGNABLE PERMITS, LICENSES, APPROVALS, CERTIFICATIONS AND LISTINGS

None


<PAGE>


                                SCHEDULE 1.1(j)

      CURRENTLY EFFECTIVE LEASES OF EQUIPMENT AND OTHER PERSONAL PROPERTY

None


<PAGE>


                                  SCHEDULE 1.2

                                EXCLUDED ASSETS

(1)  All desks, desk units, chairs, tables, room dividers, partitions,
       cabinets, filing cabinets, work benches, laboratory benches, and other
       general office equipment, collocated in the laboratory/measurement/
       production areas with the included assets.

(2)  All accounts receivable relating to purchase orders completed prior to the
       Closing. The list below provides a current listing of items, giving
       customer, Invoice Number, and amount.

<TABLE>
<CAPTION>
                     CUSTOMER                             INVOICE                         AMOUNT
                     --------                             -------                         ------
<S>                                                 <C>                               <C>
            Cheju National University                   099148                            132.00
              Lindquist Corporation                     098828                           1650.00
                 Medison America                        098822                           6600.00
              Medizintechnik Basler                     099137                           8000.00
            Sonora Medical Systems                      000439                          14025.00
                    Neurosoft                          00431-3                           5000.00
                    Neurosoft                          00431-4                           5000.00
                 U-Systems, Inc.                        00434                           5,900.00
               Generex Corporation                      00435                           6,100.00

</TABLE>




<PAGE>


                                  SCHEDULE 3.1

                               ASSUMED LIABILITIES

The following is a list of liabilities for items or services ordered and not
yet received (to be delivered to Purchaser); ordered, received and not yet
paid.

Open Purchase orders:

<TABLE>
<CAPTION>
                COMPANY                           P.O. #                   AMOUNT             DATE ORDERED
               ---------                         --------                 --------           --------------
<S>                                         <C>                       <C>                  <C>
        Measurement Specialties                    1029                      3940.00            8/10/00
</TABLE>

Items/Services received but not yet paid:

<TABLE>
<CAPTION>
                COMPANY                           P.O. #                   AMOUNT            DATE RECEIVED
               ---------                         --------                 --------          ---------------
<S>                                           <C>                        <C>               <C>
        Rudolph Brothers & Co.                     1026                       214.88            8/29/00
           Chesney Precision                       1028                     1,168.00            9/19/00
           Sonic Consulting                        1045                      1200.00            9/29/00
</TABLE>



<PAGE>



                                SCHEDULE 5.1 (m)

      WARRANTY OR GUARANTEE OBLIGATIONS FOR WHICH PURCHASER IS RESPONSIBLE

Although Purchaser assumes no obligation to customers for Warranty support for
sales by Seller prior to the Closing, the Parties acknowledge that after the
sale, Seller will no longer have the capability of performing warranty or other
services on these systems. Consequently, Purchaser agrees, as a condition of
the Sale, to perform all required warranty work on the systems listed in the
Table below, which systems represent all of those on which there remain
Warranty obligations by Seller related to the Business. These obligations
terminate one year after the Date of Sale as listed on the Table. All requests
for warranty repair ("Work") shall be referred to the Purchaser for
disposition, and the Purchaser will invoice Seller for the costs reasonably
incurred in performing this Work. For this purpose "costs" consist of material
costs, and labor and labor related expenses, but not G&A expenses or profit.
All warranty repair estimates that exceed five hundred dollars ($500) shall be
referred to Seller's representative for approval before the Work commences.
Payment for completing the Work shall be made within thirty (30) days of
invoicing.

   CUSTOMER                                   PO. NO.               DATE
   Generex Corporation                        GSI-9610             10/12/1999
   U.S. Naval Academy                          80399               10/12/1999
   Boston University                          CR157393             10/12/1999
   Applied Physics Laboratory, UW              933205              11/30/1999
   Physikalisch-Technische Bundesanstalt                           12/21/1999
   University of CA, San Diego              10168639-001            1/31/2000
   University of Washington                   P144900               2/16/2000
   University of Michigan                    3000124472             3/13/2000
   Kagoshima University                       1112000               5/30/2000
   U-Systems, Inc.                             200144               9/29/2000
   Generex Corporation                        GSI-9614              9/29/2000





<PAGE>




                                SCHEDULE 5.1(o)

         PURCHASE ORDERS AND CONTRACTS FOR WHICH PURCHASER IS OBLIGATED

See Schedule 1.1 (e).


<PAGE>


                                SCHEDULE 5.1(p)

           MISCELLANEOUS CONTRACTS FOR WHICH PURCHASER IS OBLIGATED

None


<PAGE>



                                    EXHIBIT A

                         ALLOCATION OF PURCHASED ASSETS

The Purchased assets shall be allocated to the Purchase Price as Follows:

(a) The sum of $20,000 for the tangible assets set forth in SCHEDULE 1.1(a).

(b) The sum of $250,000 for all other Purchased Assets conveyed by this
    Agreement.


<PAGE>


                                   EXHIBIT B

                             CERTIFICATE OF SELLER

I, _____________________________, ___________________ of Perceptron, Inc., a
Michigan corporation, do hereby certify that Perceptron, Inc. has taken all
corporate action necessary to approve the transactions contemplated by the
Asset Purchase Agreement between Perceptron, Inc. and Sonora Medical Systems,
Inc. dated September 30, 2000.

(Name)    ________________________________

 (Title)  ________________________________


<PAGE>


                                   EXHIBIT C

                            CERTIFICATE OF PURCHASER


<PAGE>


                                   EXHIBIT D

                              GENERAL BILL OF SALE
                                WITH RESPECT TO
                               CERTAIN ASSETS OF
                               PERCEPTRON, INC.

     This is a General Bill of Sale, Conveyance, Assignment and Transfer of
Assets ("Instrument") made, executed and delivered by Perceptron, Inc, a
Michigan corporation ("Seller"), in favor of Acoustic Market Research, Inc.
d/b/a Sonora Medical Systems, Inc., a Colorado corporation, ("Purchaser") with
respect to the conveyance by Seller to Purchaser pursuant to that certain Asset
Purchase Agreement between Buyer and Seller, dated September 30, 2000,
("Agreement") of certain assets of Seller, and by which Seller and Purchaser,
for good and valuable consideration, the receipt, adequacy and sufficiency of
which are hereby acknowledged, hereby agree as follows:

     1.   Seller does hereby sell, convey, assign and transfer unto Purchaser
          all right, title and interest, legal and equitable, of Seller in and
          to all the assets and properties of Seller defined and listed on
          Schedules 1.1(a), 1.1(b), 1.1(c), 1.1(d), 1.1(e), 1.1(i), and 1.1(j)
          of the Agreement as Purchased Assets, attached hereto and made a part
          hereof ("Purchased Assets") to have and to hold each and all the
          Purchased Assets for its own use and behalf in perpetuity.

     2.   Seller hereby warrants, covenants and agrees that it has good and
          marketable title to the Purchased Assets, and, except as provided in
          the Agreement, free and clear of any and all Liens whatsoever. EXCEPT
          AS TO SELLER'S TITLE AND EXCEPT AS SET FORTH IN THE AGREEMENT, SELLER
          MAKES NO OTHER REPRESENTATIONS OR WARRAN TIES OF ANYH KIND, EXPRESS
          OR IMPLIED, WITH RESPET TO THE CONDITION OF THE PURCHASED ASSETS, AND
          ALL WARRANTIES, EXPRESS OR I MPLIED, OF ANY KIND WHATSOEVER,
          INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF
          MERCHANTABILITY OR FITNESS FOR A PARTRICULAR PURPOSE ARE EXPRESSLY
          EXCLUDED.

     3.   Seller hereby constitutes and appoints Purchaser, its successors and
          assigns, the true and lawful agent and attorney-in-fact of Seller, in
          the name and stead of Seller, but on behalf of and for the benefit of
          Purchaser, its successors and assigns, to demand and receive from
          time to time any and all of the Purchased Assets and to give receipts
          and releases for or with respect to the same, and from time to time
          to institute and prosecute in the name of Seller, or otherwise, but
          on behalf of and for the benefit of Purchaser, its successors or
          assigns, any and all proceedings at law or equity, which Purchaser
          may deem proper, to collect, assert or enforce any claim, right or
          title of any kind in or to the Purchased Assets and to defend or
          compromise any or all actions, suits or


<PAGE>

          proceedings with respect to any of the Purchased Assets and to do all
          such acts in relation thereto as Purchaser shall deem necessary or
          desirable

     4.   Seller hereby declares that the appointment made and the powers
          granted in this instrument are coupled with an interest and are nor,
          and shall not be, revocable by Seller in any manner or for any reason
          whatsoever.

     5.   This Instrument is effective as of 12:01 a.m. EST on October 1, 2000.

     6.   Article 2, Purchase Price, of the Agreement is hereby incorporated
          into this Instrument and made a part thereof.

     DULY EXECUTED and delivered by the parties to this instrument, under seal,
     on October 2, 2000.

       Seller:  _______________________

              Signed, sealed and delivered
              Before the undersigned on

              October 2, 2000

       Purchaser: _____________________

              Signed, sealed and delivered
              Before the undersigned on

              October 2, 2000

       NOTARY


<PAGE>


                                   EXHIBIT E

                      ASSIGNMENT AND ASSUMPTION AGREEMENT

       THIS ASSUMPTION AND ASSIGNMENT AGREEMENT is made and entered into this
first day of October, 2000, by and between Perceptron, Inc, a Michigan
corporation ("Seller") and Acoustic Market Research, Inc. d/b/a Sonora Medical
Systems, Inc., a Colorado corporation, ("Purchaser")

                                   WITNESSETH

       WHEREAS, in accordance with the terms of the Asset Purchase Agreement,
dated September 29, 2000, between Seller and Purchaser, ("Agreement"), Seller is
selling and assigning to Purchaser, and Purchaser is purchasing, accepting
assignment and assuming from Seller, Seller's right, title, interest and
obligations in, to and under certain contracts and other agreements of Seller,
which have been expressly assumed by Buyer under the Agreement ("Contracts");
and

       WHEREAS, Seller and Purchaser desire to effect the transfer and
assignment to Purchaser of Seller's right, title and interest in, to and under
the Contracts and to evidence the assumption by Purchaser of all obligations and
duties thereunder,

       NOW, THEREFOR, in consideration of the premises and payment of the
purchase price provided for in the Agreement, the receipt and sufficiency of
which is hereby acknowledged, it is agreed as follows:

          1.   Seller hereby assigns and transfers to Buyer, its successors and
               assigns, forever, without reservation, all of Seller's right,
               title and interest in, to and under the Contracts, and delegates
               to Purchaser all of its duties and responsibilities under the
               Contracts performable after the date hereof.

          2.   Purchaser hereby accepts the foregoing assignment and
               acknowledges and agrees to be bound by the provisions contained
               in the Contracts, and by such acceptance of such assignment,
               Purchaser hereby assumes and agrees that it will promptly keep
               and perform each of Seller's obligations under the Contracts
               which are to be kept and performed after the date hereof to the
               same extent as if Purchaser had been an original party thereto.

          3.   This Assignment and Assumption Agreement has been executed and
               delivered pursuant to the Agreement but shall not be seemed to
               modify or supersede the Agreement.


<PAGE>

IN WITNESS WHEREOF, the Parties hereto have caused this Assignment and
Assumption Agreement to be executed in counterparts on the date first above
written.

PERCEPTRON, INC.                        ACPOUSTIC MARKET RESEARCH, INC.
                                        d/b/a SONORA MEDICAL SYSTEMS, INC.


By: __________________________          By: _____________________________

Its: __________________________         Its: _____________________________


<PAGE>




                                  EXHIBIT F.1

                          SELLER'S OPINION OF COUNSEL
                            ASSET PURCHASE AGREEMENT

                               September 30, 2000

I am a legal representative of Perceptron, Inc., the Seller in this transaction
and have acted as counsel to the Company in connection with the proposed sale
of certain assets to Acoustic Market Research, Inc. d/b/a Sonora Medical
Systems, Inc. ("Purchaser") pursuant to an Asset Purchase Agreement
("Agreement"), dated September 30, 2000. For the purposes of this opinion, I
have reviewed all certificates, agreements, instruments and documents as I
deemed necessary in rendering the opinions expressed herein. Except as
otherwise provided herein, terms defined in the Agreement shall have their
respective defined meanings when used herein.

In making such examination, I have assumed the genuineness of all signatures,
the authenticity of all documents submitted as originals and the conformity to
authentic documents of all documents submitted as certified, conformed and
photostatic copies. As to questions of facts material to such opinions, I have,
when relevant facts were not independently established by me, relied upon
statements made in the documents, records and certificates referred to above.

Based upon the foregoing and subject to the exceptions, qualifications and
limitations herein set forth, I am of the opinion that.

1.   Perceptron, Inc. is a corporation duly organized, validly existing and in
     good standing under the laws of the State of Michigan, and is duly
     qualified or licensed as a foreign corporation authorized to do business
     in all states in which it is required to be so qualified in order to
     conduct the Business; except for those qualifications or licenses, the
     failure of which to obtain would not have a material adverse effect on the
     financial position of Purchaser.

2.   Perceptron, Inc. has full corporate power and authority to execute and
     deliver the Agreement and all documents and instruments referred to
     therein and to carry out the terms and conditions thereof. Perceptron has
     taken all corporate action necessary, if any, to authorize the execution,
     delivery and performance of the Agreement and all related documents and
     instruments. The Agreement, the instruments of transfer, assignment and
     conveyance contemplated by the Agreement to be delivered by Perceptron in
     connection therewith, and each document delivered by Perceptron in
     connection therewith, constitute a valid and binding obligation of
     Perceptron. Inc. enforceable in accordance with their respective terms and
     conditions.


<PAGE>

3.   The execution, delivery and performance of the Agreement, and the
     performance of the acts contemplated to be performed by it under the
     Agreement, do not violate or constitute a default under any mortgage,
     loan, promissory note, or similar agreement to which Perceptron is a
     party, or by which it is bound, the Company's charter or by-laws, any
     court injunction or decree or any valid and enforceable order of a
     governmental agency having jurisdiction over the Company.

In rendering such opinion, I have limited my opinion to the application of
United States Federal, and applicable State laws and have not verified the
effect of the laws of any other jurisdiction on the subject hereof. This
opinion may not be relied upon by any other parties without my express written
consent.

Very truly yours




William D. Adams, Esq.


<PAGE>



                                   EXHIBIT F.2

                         PURCHASER'S OPINION OF COUNSEL
                            ASSET PURCHASE AGREEMENT

                               September 30, 2000


<PAGE>



                                    EXHIBIT G

                         GOVERNMENT/REGULATORY APPROVALS

None


<PAGE>




                                   EXHIBIT H

                              THIRD PARTY CONSENTS

None.