<PAGE>

                                                                   Exhibit 10.18



                                   AGREEMENT

         THIS AGREEMENT (this "Agreement") is made and effective as of April 13,
2001, by and between SPATIALMETRIX CORPORATION, a Delaware corporation (the
"Borrower") and FARO TECHNOLOGIES, INC., a Florida corporation (the "Lender")

                                 R E C I T A L S
                                 ---------------

         WHEREAS, pursuant to the terms and conditions of a certain Loan
Agreement ("Loan Agreement") dated January 28, 1998 and related agreements,
instruments and documents, all as amended from time to time (collectively called
the "Credit Documents"), PNC Bank, National Association (the "Senior Lender")
has made loans, advances, and extensions of credit ("Line of Credit") to
Borrower up to a current maximum principal outstanding amount of $2,300,000 at
any one time; and

         WHEREAS, contemporaneously herewith, the Lender is entering into a
Participation Agreement (the "Participation Agreement") with the Senior Lender
pursuant to which Lender shall provide $1,500,000 to Senior Lender to increase
the maximum principal amount available under the Line of Credit to Three Million
Eight Hundred Thousand ($3,800,000) Dollars; and

         WHEREAS, Lender is willing to enter into the Participation Agreement in
reliance upon the Borrower's representations, warranties and covenants contained
in this Agreement; and

         WHEREAS, the Borrower has determined that the entry into this Agreement
is in the best interests of the Borrower, and that the additional financing made
available to the Borrower by the Lender's entry into the Participation Agreement
is fair and adequate consideration for this Agreement.

         NOW, THEREFORE, for good and valuable consideration (the receipt and
sufficiency of which are hereby acknowledged) and intending to be legally bound
hereby, the Borrower and Lender hereby agree as follows:

                  ARTICLE 1 : REPRESENTATIONS AND WARRANTIES

         Borrower hereby represents and warrants to Lender as set forth in this
Article 1.

     1.1. Corporate Organization. Borrower is a corporation duly organized,
          ----------------------
validly existing and in good standing under the laws of the State of Delaware.
Borrower has all requisite corporate power and authority to own, operate and
lease its properties, to carry on its business as and where such is now being
conducted, to enter into this Agreement and the other documents and instruments
to be executed and delivered by Borrower pursuant hereto and to carry out the
transactions contemplated hereby and thereby. Borrower is duly licensed or
qualified to do business as a foreign corporation, and is in good standing, in
each jurisdiction wherein the character of the properties owned or leased by it,
or the nature of its business, makes such licensing or qualification necessary,
except where the failure to be so qualified would not,
<PAGE>

individually or in the aggregate, have a material adverse effect. Borrower does
not own any interest in any corporation, partnership or other entity.

     1.2. Authority. The execution and delivery of this Agreement and the other
          ---------
documents and instruments to be executed and delivered by Borrower pursuant
hereto and the consummation of the transactions contemplated hereby and thereby
have been duly authorized. Except for any necessary third party consents, which
consents have been obtained, no other or further corporate act or proceeding on
the part of Borrower is necessary to authorize this Agreement or the other
documents and instruments to be executed and delivered by Borrower pursuant
hereto or the consummation of the transactions contemplated hereby and thereby.
This Agreement constitutes, and when executed and delivered, the other documents
and instruments to be executed and delivered by Borrower pursuant hereto will
constitute, valid binding agreements of Borrower, enforceable in accordance with
their respective terms, except (a) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other laws of general application
affecting enforcement of creditors' rights, and (b) general principles of equity
that restrict the availability of equitable remedies.

     1.3. No Violation. Neither the execution and delivery of this Agreement or
          ------------
the other documents and instruments to be executed and delivered by Borrower
pursuant hereto, nor the consummation by Borrower of the transactions
contemplated hereby and thereby (a) to the knowledge of Borrower will violate
any applicable law, statute, regulation or order of any Official Body, (b)
require any authorization, consent, approval, exemption or other action by or
notice to any Official Body, or (c) subject to obtaining the consents referred
to in Schedule 1.3, will violate or conflict with, or constitute a default (or
an event which, with notice or lapse of time, or both, would constitute a
default) under, or will result in the termination of, or accelerate the
performance required by, or result in the creation of any Lien upon any of the
assets of Borrower under, any term or provision of the Certificate of
Incorporation or Bylaws of Borrower or of any contract, commitment,
understanding, arrangement, agreement or restriction of any kind or character to
which Borrower is a party or by which Borrower or any of its assets or
properties may be bound or affected.

     1.4. Financial Statements. Included as Schedule 1.4 are true and complete
          ---------------------
copies of the financial statements of Borrower consisting of (i) a balance sheet
of Borrower as of December 31, 1999, and the related statements of income and
cash flows for the year then ended (including the notes contained therein or
annexed thereto), which financial statements have been audited by Arthur
Anderson LLP, independent auditors for Borrower for such year, and (ii) an
unaudited balance sheet of Borrower as of December 31, 2000 (the "Recent Balance
Sheet"), and the related unaudited statements of income for the year then ended
and for the corresponding period of the prior year (including the notes and
schedules contained therein or annexed thereto). All of such financial
statements (including all notes and schedules contained therein or annexed
thereto) are true, complete and accurate, have been prepared in accordance with
generally accepted accounting principles (except, in the case of unaudited
statements, for the absence of footnote disclosure) applied on a consistent
basis, have been prepared in accordance with the books and records of Borrower,
and fairly present, in accordance with generally accepted accounting principles,
the assets, liabilities and financial position, the results of operations and
cash flows of Borrower as of the dates and for the years and periods indicated.
Except as and to the extent set forth in Schedule 1.4, since the date of the
                                         -------------
Recent Balance Sheet there has not been
<PAGE>

any material damage, destruction or loss to Borrower's assets, and no event or
condition has occurred or exists, which has resulted or, to Borrower's
knowledge, could reasonably be expected to result in a material adverse change
to the business, assets, operations, financial condition or results of operation
of the Borrower.

     1.5. Tax Matters. Borrower has duly withheld and paid all taxes which it is
          ------------
required to withhold and pay, including all taxes relating to salaries and other
compensation heretofore paid to the employees of Borrower. Borrower has not
received from the Internal Revenue Service or from the tax authorities of any
state, county, local or other jurisdiction any notice of underpayment of taxes
or other deficiency which has not been paid nor any objection to any return or
report filed by Borrower.

     1.6. No Litigation. Except as set forth in Schedule 1.6 there is no
          --------------                       --------------
litigation pending or, to the knowledge of Borrower, threatened against
Borrower, its directors (in such capacity), its business or any of its assets,
nor does Borrower know, or have grounds to know, of any reasonable basis for any
litigation. Schedule 1.6 also identifies all litigation to which Borrower or any
            -------------
of its directors (in such capacity) have been parties since January 1, 1999.
Except as set forth in Schedule 1.6, to the knowledge of Borrower, neither
                       -------------
Borrower nor its business or assets is subject to any order arising of out any
litigation against or involving the Borrower.

     1.7. Credit Documents. The Credit Documents constitute the legal, valid and
          ----------------
binding obligations of the Borrower, enforceable in accordance with their terms,
except (a) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other laws of general application affecting enforcement of
creditors' rights, and (b) general principles of equity that restrict the
availability of equitable remedies. The Borrower represents that it has no
defenses or set-offs or counterclaims against the Senior Lender, its officers,
directors, employees, agents or attorneys with respect to the Credit Documents
or any matters or course of conduct arising thereunder. Borrower ratifies and
confirms its obligations under the Credit Documents.

                             ARTICLE 2 : COVENANTS

         Borrower covenants and agrees that Borrower will comply with the
covenants set forth in this Article, unless Lender otherwise consents in
writing.

     2.1. Board Observers. Borrower shall permit 2 representatives of Lender
         ----------------
("Lender's Representatives") to attend all meetings of the Board of Directors of
Borrower. Borrower shall provide to Lender's Representatives copies of all
materials presented to members of the Borrower's Board of Directors
simultaneously with presentation to such directors. Lender's Representatives
shall be permitted to address and to ask questions of the Board of Directors,
but shall not have any voting rights. Lender's Representatives shall comply with
all confidentiality and nondisclosure agreements in effect between Borrower and
Lender. Borrower reserves the right to exclude any such Lender Representative
from access to any material or meeting or portion thereof if Borrower believes
that such exclusion is reasonably necessary to preserve attorney-client
privilege or if the discussions concern negotiations with Lender.

     2.2. Exclusivity. The Borrower acknowledges that the Lender has incurred
          ------------
significant expense in its due diligence of the Borrower and its preparation and
negotiation of the this
<PAGE>

Agreement and the Participation Agreement, and proposes to incur additional
expenses in the negotiation of the extension of further credit and possible
acquisition of the Borrower. The Borrower acknowledges that the Lender is
relying upon the Borrower's compliance with this Section in incurring such
expenditures. Until the earliest of (a) 11:59 P.M., Philadelphia time on June
30, 2001, or (b) receipt of written notice from the Lender stating that the
Lender shall not proceed further with negotiations for the acquisition of the
Borrower, neither Borrower nor its officers, directors, or shareholders, without
the prior written consent of the Lender, shall directly or indirectly solicit or
make or entertain any offer or proposal from or to any third party regarding (i)
the sale or possible sale of the Borrower or its assets or discuss in any manner
any such sale with any third party or provide any information concerning any
such sale to any third party or provide any information concerning any such sale
to any third party and/or (ii) the borrowing or possible borrowing of additional
interest-bearing or secured debt from any third person or provide any
information concerning any such borrowing from any third party. Notwithstanding
the foregoing, the Borrower may conduct discussions with other lenders,
including, without limitation, GE Capital, for the refinancing of the Line of
Credit.

     2.3. Use of Proceeds. The Borrower shall use the advances under the Line of
          ----------------
Credit made available by Borrower's entry into the Participation Agreement (the
"New Availability") for the purposes and in the amounts described in Schedule
2.3. Without limiting the generality of the foregoing, the Borrower shall not
use any of the New Availability for any of the following purposes without the
prior written consent of the Lender:

         a. Direct or indirect payments to any of the Borrower's shareholders,
directors or executive officers (other than regular compensation to salaried
employees for services actually rendered at salary rates prevailing prior to the
date of this Agreement); or

         b. Payments to First Union Capital Partners; or

         c. Distributions to shareholders of the Borrower, whether as dividends
or in redemption of stock of the Borrower.

                        ARTICLE 3 : CONDITIONS PRECEDENT

     3.1. Conditions Precedent to Lender's Entry into Participation Agreement.
          -------------------------------------------------------------------
Each of the following are conditions precedent to the entry into the
Participation Agreement by the Lender:

         a. Credit Agreement. The Borrower shall enter into such amendments to
           ------------------
the Credit Agreement and to the loan documents ancillary thereto as the are
required by the Senior Lender and approved by the Borrower.

         b. Representations and Warranties. The representations and warranties
           -------------------------------
contained in this Agreement shall be true, correct and complete.

         c. Organization Documents. Lender shall have received a copy of the
           ------------------------
Certificate of Incorporation of Borrower, and all amendments thereto, certified
by the Secretary of State of Delaware as of a date not earlier than 10 days
before the date of this Agreement.
<PAGE>

         d. Good Standing Certificates. Lender shall have received good standing
           ---------------------------
certificates for Borrower, issued by the Secretary of State of Delaware and by
the Secretary of State of the Commonwealth of Pennsylvania, certified by the
Secretary of State of the Commonwealth of Pennsylvania as of a date not earlier
than 10 days before the date of this Agreement.

         e. Incumbency Certificate. Lender shall have received a certificate
           -------------------------
executed by the Secretary of the Borrower setting forth the names of the
directors and officers of the Borrower, the names of the officers duly
authorized by the Borrower to execute this Agreement and the Credit Documents,
and including a specimen of signatures of officers authorized by the Borrower to
execute and deliver this Agreement and the Credit Documents, and a certified
copy of the resolutions of the Borrower authorizing the transactions herein
contemplated. In addition, the secretary or other appropriate officer of the
Borrower shall certify that there have been no amendments to the Certificate of
Incorporation of the Borrower since the date of its certification by the
Secretary of State, State of Delaware.

         f. Compliance with Laws and Other Agreements. Lender shall have
            ------------------------------------------
determined or received assurances satisfactory to it that none of this
Agreement, the Credit Documents or any of the transactions contemplated thereby
violate any applicable law, court order or agreement binding upon Borrower.

                      ARTICLE 4 : RIGHT OF FIRST REFUSAL

     4.1. Commencement Date;  Definitions.
         -------------------------------

         a. Right of First Refusal Commencement Date. The Right of First Refusal
           ------------------------------------------
set forth in this Article 4 shall commence and be exercisable by the Lender in
accordance with the provisions of this Article 4 from and after the earliest of
the following dates (the "Right of First Refusal Commencement Date"):

         1. On 12:00 A.M., Philadelphia time, July 1, 2001 (or such later date
            as the parties may agree in writing), if the parties have failed to
            enter into mutually acceptable definitive agreements concerning the
            acquisition of the Borrower by the Lender, as described in the
            Letter of Intent, by 11:59 P.M. Philadelphia time, on June 30, 2001
            (as such time may be extended by the parties in writing); or

         2. Immediately after Borrower or the Lender breaks off from further
            negotiation of the transactions described in the Letter of Intent;
            or

         3. Immediately upon a breach by the Borrower of its covenants made in
            Section 2.2 hereof.

The provisions of this Article 4 shall not survive the entry of the Borrower and
Lender into definitive agreements for the transactions described in the Letter
of Intent.
<PAGE>

        b. Definitions.  The following terms shall have the following meanings
           ------------
 whenever used in this Article 4:


         1. "Bona Fide Offer" shall mean (i) a written offer to purchase the
             ----------------
            Business, alone or as part of a larger transaction (whether by
            purchase of stock or underlying assets or by merger or other form of
            acquisition), (ii) any offering of securities by the Borrower (other
            than a bona fide offering of securities of the Borrower to current
            shareholders of the Borrower); and (iii) a written offer to enter
            into any form of transaction which would result in the current
            officers, directors and shareholders of five percent (5%) or more of
            any class of equity securities of the Borrower holding securities
            which, in the aggregate, constitute less than 50 per cent (50%) of
            the equity of the Company or having the right to vote for less than
            a majority of the members of the Board of Directors of the Borrower.

         2. "Business" shall mean all or any substantial portion of the
             ----------
            Borrower's business of designing, manufacturing, marketing, and
            servicing high-accuracy dynamic measurement devices, including the
            development, marketing and licensing of associated software, whether
            organized as a separate legal entity, as a division of any direct or
            indirect subsidiary of the Borrower, or otherwise and all of the
            associated operating assets.

         3. "Registered Notice" shall mean notice given in accordance with
            -------------------
            Section 4.2 hereof. Such Registered Notice shall contain a true and
            complete copy of the Bona Fide Offer, setting forth the price and
            all terms and conditions thereof, with the name(s), address(es)
            (both home and office), and business(es) or other occupation(s) of
            all offerors. If the Registered Notice is sent with respect to a
            merger proposal, the Registered Notice shall include both a true and
            complete copy of the written offer to merge with the Borrower, which
            offer shall include the name of the merging party, and its
            shareholders if such merging party is not a public company, and the
            basic structure of the merger, and a statement of the willingness of
            the Borrower to enter into the proposed merger. If the Registered
            Notice is sent with respect to a proposed issuance of securities of
            the Borrower, the Registered Notice shall include a complete
            description of the type, amount and issue price of the securities to
            be offered and the proposed purchaser of such securities. Any notice
            that omits in any material respect any of the requisite information
            shall not be considered a "Registered Notice" for the purposes of
            this Agreement.
<PAGE>

     4.2. Receipt of Bona Fide Offer. From and after the Right of First Refusal
          ---------------------------
Commencement Date until December 31, 2002, in the event that the Borrower shall
receive at any time during the term of this Agreement a Bona Fide Offer and the
Borrower's Board of Directors shall decide to sell the Business or otherwise
accept the Bona Fide Offer, the Borrower shall promptly send a Registered Notice
to Lender offering to sell the Business to Lender, together with such other
assets as are subject to the Bona Fide Offer, at the same price and upon the
same terms and conditions as are contained in the Bona Fide Offer, and Lender
shall have the right of first refusal (the "Right of First Refusal") to purchase
or otherwise acquire the Business, together with such other assets as are
subject to the Bona Fide Offer, on such terms and conditions. Lender shall then
have such rights and privileges, for the prescribed time periods, as are set
forth in Section 4.4 hereof.

     4.3. Excluded Transactions. The Right of First Refusal shall not apply to,
         ------------------------
and shall survive the following transactions:

         a. any transfer of the Business to an entity directly or indirectly
owned and controlled by the Borrower;

         b. any conversion of one class of securities of the Borrower issued and
outstanding as of the date of this Agreement into another class of securities of
the Borrower;

         c. any bona fide offering of securities of the Borrower to current
shareholders of the Borrower.

     4.4. Procedure. Whenever, under Section 4.2 hereof, a Bona Fide Offer has
          ---------
been received, and Registered Notice of the Bona Fide Offer has been sent by the
Company, the procedures specified in this Section 4.4 shall be complied with.
For a period of fifteen (15) days following its receipt of the Registered
Notice, Lender shall have the right, at its sole option, to notify the Borrower
of its election to purchase the Business subject to the Bona Fide Offer.
Acceptance by Lender of the Bona Fide Offer shall be on the same terms and
conditions as set forth in the Bona Fide Offer, subject to the terms and
conditions set forth herein, and shall be made by Lender's delivery to the
Borrower of its notice to purchase the Business on the terms and conditions of
the Bona Fide Offer, subject to the payment of cash in lieu of non-cash
consideration, in an amount computed in accordance with the provisions of
Section 4.5 hereof (the "Acceptance"). If Lender shall not deliver the
Acceptance to the Borrower within the prescribed time period, the Borrower shall
have the right to accept the Bona Fide Offer in whole, but not in part, and to
sell the Business in accordance with the terms thereof, but only in strict
accordance with all of the provisions of the Bona Fide Offer, and only if the
sale is fully consummated within one hundred twenty (120) days following the
receipt of the Registered Notice by the Lender as provided for in Section 4.2
hereof. In the event such sale is not fully consummated within such one hundred
twenty (120) day period, the provisions of this Agreement must again be complied
with by the Borrower before the Borrower may accept a Bona Fide Offer.

     4.5. Valuation of Non-Cash Consideration.
          -----------------------------------
<PAGE>

         a. The fair market value of non-cash consideration in the Bona Fide
Offer consisting of marketable securities shall be paid by Lender based upon the
average closing price for such marketable securities for the twenty (20) trading
days ending on the date immediately prior to the purchase by Lender hereunder.
The Lender, at its option, may pay in cash or in stock of the Lender, based upon
the average closing prices for stock of the Lender for the twenty (20) trading
days ending on the date immediately prior to the purchase by Lender hereunder.

         b. The fair market value of non-cash consideration that does not
consist of marketable securities shall be determined on the basis of an
appraisal conducted by an independent, qualified professional appraiser selected
by the Borrower and having at least five (5) years of experience valuing assets
similar to those proposed to be paid in accordance with the Bona Fide Offer (a
"Qualified Appraiser"). If Lender objects to the valuation determined by the
Borrower's chosen Qualified Appraiser, then Lender shall, within fifteen (15)
days of receipt of such determination, obtain a separate written appraisal of
the disputed fair market value by another Qualified Appraiser and shall deliver
to the Company a copy of such second appraisal. If the fair market value
presented by such second appraiser is not less than ninety percent (90%) nor
more than one hundred ten percent (110%) of the fair market value presented in
the original appraisal, then the fair market value shall equal the average of
the two (2) appraisals. If a greater discrepancy exists between the first and
second appraisals, then the Qualified Appraisers selected by Borrower and the
Lender shall select a third Qualified Appraiser who shall, within thirty (30)
days after selection, deliver to Borrower and the Lender a third written
appraisal of the fair market value of the non-cash consideration and the fair
market value of the non-cash consideration shall equal the average of the two
(2) appraisals which are closest in amount. The cost of the initial appraisal
and, if applicable, the second and third appraisals, shall be paid for one-half
by each of Borrower and the Lender.

                            ARTICLE 5 : DEFINITIONS

     5.1. Certain Terms. The following terms when used in this Agreement
          -------------
(including the preamble and recitals hereof) have the following meanings:

         a. "Lender" means FARO TECHNOLOGIES, INC., a Florida corporation, and
            ---------
any successor, assignee, transferee, or pledgee thereof.

         b. "Borrower" means SPATIALMETRIX CORPORATION, a Delaware corporation.
            -----------

         c. "Affiliate", as it relates to any Person, shall mean: (i) any
            ------------
parent, spouse, brother, sister, or natural or adopted lineal descendant or
spouse of any such parent, brother, sister, or descendant, of such Person (any
such Person hereinafter in this Agreement being referred to as a "Relative") and
(ii) any other Person directly or indirectly controlling, controlled by or under
common control with such Person.
<PAGE>

         d. "Agreement" means this Agreement and all exhibits, schedules and
           -------------
supplemental addenda hereto, all as may be amended and - otherwise modified from
time to time hereafter.

         e. "Credit Documents" is defined in the Recitals.
          --------------------

         f. "Letter of Intent" is defined in Section 6.6
           -------------------

         g. "Official Body" means any federal, state, local, or other government
             --------------
(or any political subdivision, agency, authority, bureau, commission, department
or instrumentality thereof) and any court, tribunal, grand jury or arbitrator,
in each instance whether foreign or domestic.

         h. "Participation Agreement" is defined in the Recitals hereto.
             -----------------------

         i. "Person" means any natural person, corporation, partnership, limited
            --------
liability company, firm, association, trust, government, governmental agency or
any other entity, whether acting in an individual, fiduciary or other capacity.

         j. "Right of First Refusal" is defined in Section 4.2 hereof.
            ------------------------


         k. "Senior Lender" means PNC Bank, National Association
            ---------------

                     ARTICLE 6 : MISCELLANEOUS PROVISIONS

     6.1. Amendments. No amendment to or waiver of any provision of this
          -----------
Agreement, nor consent to any departure by any Borrower herefrom, shall in any
event be effective unless such amendment, waiver or consent is in writing and
signed by Lender and Borrower Any such waiver or consent will be effective only
in the specific instance and for the specific purpose for which given.

     6.2. Addresses for Notices. Any notice, request, consent, waiver or other
          ----------------------
communication required or permitted under or in connection with this Agreement
will be deemed satisfactorily given if it is in writing and is delivered either
personally to the addressee thereof, or by prepaid registered or certified U.S.
mail (return receipt requested), or by a nationally recognized commercial
courier service with next-day delivery charges prepaid, or by telegraph, or by
facsimile (voice confirmed), or by any other reasonable means of personal
                             ---
delivery to the party entitled thereto at its respective address set forth below
its signature to this Agreement. If Borrower fails to insert an address below,
then such failure shall constitute a designation of its last known address as
----
the address for all notices, including notices of default and sale. Any party to
this Security Agreement may change its address or facsimile number for notice
purposes by giving notice thereof to the other parties hereto in accordance with
this Section, provided that such change shall not be effective until 2 calendar
              -------------
days after notice of such change. All such notices and other communications will
be deemed given and effective (a) if by mail, then upon actual receipt or 5
calendar days after mailing as provided above (whichever is earlier), or (b) if
by facsimile, then upon successful transmittal to such party's designated
number, or (c) if by telegraph, then upon actual receipt or 2 Business Days
after delivery to the telegraph company (whichever is earlier), or (d) if by
                                                               ---
nationally recognized
<PAGE>

commercial courier service, then upon actual receipt or 2 Business Days after
delivery to the courier service (whichever is earlier), or (e) if otherwise
delivered, then upon actual receipt.

     6.3. Severability. Wherever possible, each provision of this Agreement
          -------------
shall be interpreted in such manner as to be effective and valid under
applicable law. If any provision of this Agreement shall be prohibited by or
invalid under such law, then such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement.

     6.4. Governing Law. This Agreement shall be governed by and construed in
          --------------
accordance with the internal laws of the Commonwealth of Pennsylvania

     6.5. Entire Agreement. This Agreement and the Credit Documents constitute
          -----------------
the entire understanding among the parties hereto with respect to the subject
matter hereof and supersede any prior agreements (written or oral) with respect
thereto.

     6.6. Refinancing of Line of Credit. The Borrower and the Lender have
          -------------------------------
exchanged a Letter of Intent dated April __, 2001 relating to a proposal from
Lender to acquire Borrower (the "Letter of Intent"). The parties agree that, if
the Line of Credit is refinanced with a lender other than the Senior Lender, and
such refinancing is terminated before maturity as a result of the Lender's
election to acquire the Borrower, all fees for early termination of the
refinancing shall constitute accrued expenses in the computation of Working
Capital for the purposes of determining the acquisition consideration for the
stock of Borrower under the Letter of Intent. Nothing in this section 6.6 shall
be construed to commit either the Borrower or the Lender to consummate the
transactions described in the Letter of Intent.

     6.7. Specific Performance. The Borrower acknowledges that, in view of the
          ---------------------
uniqueness of arrangements contemplated by this Agreement, the Lender would not
have an adequate remedy at law for money damages in the event that this
Agreement were not performed in accordance with its terms. The Borrower
therefore agrees that the Lender shall be entitled to seek specific enforcement
of the terms hereof in addition to any other remedy to which the Lender may be
entitled at law or in equity.

     6.8. Waiver of Notice; Waiver of Bond. Borrower waives the posting of any
          --------------------------------
bond otherwise required of Lender in connection with any judicial process or
proceeding to enforce any judgment or other court order entered in favor of
Lender, or to enforce by specific performance, temporary restraining order or
preliminary or permanent injunction this Agreement.

     6.9. Forum Selection and Consent to Jurisdiction. Any litigation in any way
          --------------------------------------------
related to this Agreement, or any course of conduct, course of dealing,
statements (whether verbal or written), actions or inactions of Lender or
Borrower will be brought and maintained exclusively in the courts of the
Commonwealth of Pennsylvania of the United States District Court for the Eastern
District of Pennsylvania. Borrower and Lender hereby expressly and irrevocably
submit to the jurisdiction of the courts of the Commonwealth of Pennsylvania or
the United States District Court for the Eastern District of Pennsylvania for
the purpose of any such litigation as set forth above and irrevocably agree to
be bound by any final and non-appealable judgment
<PAGE>

rendered thereby in connection with such litigation. Borrower and Lender further
irrevocably consents to the service of process by registered or certified mail,
postage prepaid, or by personal service within or outside the Commonwealth of
Pennsylvania. Borrower and Lender hereby expressly and irrevocably waive (to the
fullest extent permitted by law) any objection which they may have or hereafter
may have to the laying of venue of any such litigation brought in any such court
referred to above and any claim that any such litigation has been brought in an
inconvenient forum.

     6.10. Waiver of Jury Trial. Lender and Borrower each hereby knowingly,
           ---------------------
voluntarily and intentionally waives any rights it may have to a trial by jury
in respect of any litigation (whether as claim, counter-claim, affirmative
defense or otherwise) in any way related to this Agreement or any Credit
Documents, or any course of conduct, course of dealing, statements (whether
verbal or written), actions or inactions of Lender or Borrower. Borrower
acknowledges and agrees (a) that it has received full and sufficient
consideration for this provision (and each other provision of each of this
Agreement and the Credit Document to which it is a party), and (b) that it has
been advised by legal counsel in connection herewith, and (c) that this
provision is a material inducement for Lender entering into this Agreement.

     6.11. Counterparts. This Agreement may be executed in any number of
           -------------
counterparts with the same effect as if all the signatures on such counterparts
appeared on one document. Each counterpart will be deemed to be an original, but
all counterparts together will constitute one and the same instrument.
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as
an instrument under seal (whether or not any such seals are physically attached
hereto), through their duly authorized officers, as of the date first written
above.

ATTEST:                              SPATIALMETRIX CORPORATION
                                     (Borrower)

By:______________________            By:______________________________
Name:                                Name:
Title:                               Title:

[CORPORATE SEAL]                     Address:  222 Gale Lane
                                               Kennett Square, PA 19348
                                               Facsimile No:______________
                                               Attn:_____________________


                                     FARO TECHNOLOGIES, INC.
                                     (Lender)

                                     By:______________________________
                                     Name:
                                     Title:

                                     Address:  125 Technology Park Drive
                                               Lake Mary, Florida  32746
                                               Facsimile No:______________
                                               Attn:_____________________