<PAGE>

     JAMES E. LYONS (State Bar No. 112582)
     SKADDEN, ARPS, SLATE, MEAGHER & FLOM
     4 Embarcadero Center, Suite 3800
     San Francisco, California 94111
     (415) 984-6400

     ROBERT E. ZIMET 
     SUSAN L. SALTZSTEIN
     MATTHEW J. SAVA
     SKADDEN, ARPS, SLATE, MEAGHER & FLOM
     919 Third Avenue
     New York, New York 10022
     (212) 735-3000

Attorneys for Derivative Plaintiff 
CAP ADVISERS LIMITED, As Trustee for
THE CAP TRUST

            SUPERIOR COURT OF THE STATE OF CALIFORNIA

                  FOR THE COUNTY OF SANTA CLARA


     CAP ADVISERS LIMITED, AS      )   Case No. CV744052
     TRUSTEE OF THE CAP TRUST,     )
     Derivatively on behalf of     )
     VISX, INC.,                   )   AGREEMENT AND STIPULATION
                                   )   OF SETTLEMENT
                    Plaintiff,     )
                                   )
               v.                  )
                                   )
     ALCON LABORATORIES, INC., ET  )
     AL.,                          )
                                   )
                    Defendants.    )
-----------------------------------)
                                   )
     ALCON LABORATORIES, INCORPO-  )
     RATED, ET AL.,                )
                                   )
               Cross-Complainants, )
                                   )
               v.                  )
                                   )
     ANTHONY M. PILARO, ET AL.,    )
                                   )
               Cross-Defendants.   )
-----------------------------------)


<PAGE>


          This Agreement and Stipulation of Settlement ("Stipula-
     tion") is entered into among (i) CAP Advisers Limited, trustee
     for the CAP Trust, on behalf of itself and derivatively on
     behalf of VISX, Inc. ("Derivative Plaintiff" or "CAP Advisers"
     as hereinafter defined in Section 2.7); (ii) Charles R.
     Munnerlyn, Alan R. McMillen, William L. Bennett, Daniel J.
     Kunst, Karen Brenner, Robert B. Samuels, Robert R. Montgomery,
     Timothy R.G. Sear, and Edgar H. Schollmaier (collectively the
     "Individual Defendants"); (iii) VISX, Inc. ("VISX" or the "Com-
     pany" as hereinafter defined in Section 2.8); (iv) Alcon Labo-
     ratories, Incorporated and Alcon Pharmaceuticals, Ltd. (collec-
     tively "Alcon" as hereinafter defined in Section 2.9); and (v)
     Anthony M. Pilaro, Richard S. Braddock, CAP Advisers, and
     Osterfak, Ltd. ("Osterfak" is hereinafter defined in Section
     2.10).  It is conditioned on its approval by the Superior Court
     of California for the County of Santa Clara (hereinafter the
     "Court").
     1    RECITALS.
          1.1  On September 26, 1994, Derivative Plaintiff and 
     Osterfak filed a lawsuit captioned CAP ADVISERS LIMITED, ET AL.
     V. ALCON LABORATORIES, INC. ET AL., Santa Clara County Superior
     Court No. CV744052, which names as defendants Alcon and the
     Individual Defendants ("Derivative Action").  VISX is named as
     a nominal defendant on whose behalf the Derivative Action pur-
     ports to be brought. 
          1.2  The Derivative Action alleges, among other things,
     that various directors and officers of VISX (the Individual

                                  2

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     Defendants) breached their fiduciary duties to the Company by
     mismanaging and failing to disclose the true state of the
     Company's operations and by failing to enforce certain mar-
     keting agreements between the Company and Alcon (the "Marketing
     Agreements").  The Derivative Action also asserts claims
     against Alcon for breach of contract, breach of the implied
     covenant of good faith and fair dealing, intentional interfer-
     ence with prospective economic advantage, and breach of fidu-
     ciary duties in connection with the Marketing Agreements.
          1.3  On November 22, 1994, VISX demurred to the complaint
     in the Derivative Action on the grounds that the Derivative
     Plaintiff and Osterfak failed to make a demand on the VISX
     Board of Directors and such demand was not excused.  Alcon and
     the Individual Defendants joined in this demurrer which, on
     February 9, 1995, was overruled by the Superior Court for the
     County of Santa Clara.  Subsequently, VISX filed a petition for
     writ of mandate with the Court of Appeals, which petition was
     denied.
          1.4  On March 13, 1995, Alcon and Individual Defendants
     Montgomery, Sear, and Schollmaier filed a cross-complaint 
     against CAP Advisers and Cross-Defendants alleging, INTER ALIA,
     claims for breach of fiduciary duty, intentional interference
     with economic relationship and equitable indemnity.
          1.5  On March 13, 1995, Individual Defendants Munnerlyn,
     McMillen, Bennett, Kunst, Brenner, and Samuels filed a cross-
     complaint against Richard S. Braddock and J. Michael
     Mavrogordato, two former members of the VISX Board of Direc-
     tors, asserting claims for equitable indemnity.

                                  3

<PAGE>
          1.6  On May 8, 1995, Osterfak's request for dismissal as a
     plaintiff in the Derivative Action was granted by the Court.
          1.7  Each of the Defendants separately has denied and
     continues to deny each and every one of the claims and conten-
     tions alleged in the law suit captioned CAP ADVISERS LIMITED,
     ET AL. V. ALCON LABORATORIES, INC. ET AL., Santa Clara County
     Superior Court No. CV744052, including the cross-claims filed
     in the Cross-Complaints ("The Action").  Each of the parties to
     this Stipulation expressly have denied and continues to deny
     all charges of wrongdoing or liability against him, her or it
     arising out of any of the conduct, statements, acts or omis-
     sions alleged, or that could have been alleged, in The Action. 
               Nonetheless, the parties have concluded that the fur-
     ther conduct of The Action would be protracted and expensive
     and that it is desirable that The Action be fully and finally
     settled in the manner and upon the terms and conditions set
     forth in this Stipulation in order to limit further expense,
     inconvenience and distraction and to secure the benefits
     achieved by settlement on the terms provided herein.  There-
     fore, the parties have now reached an agreement that, subject
     to the approval of this Court, will settle the claims alleged
     in The Action.
     2    DEFINITIONS.
          2.1 "Cross-Complaints" means the cross-complaint filed on
     March 13, 1995 by Individual Defendants Munnerlyn, McMillen,
     Bennett, Kunst, Brenner and Samuels against Richard S. Braddock
     and J. Michael Mavrogordato and the cross-complaint filed on
     March 13, 1995 by Alcon and Individual Defendants Montgomery,

                                  4

<PAGE>

     Sear and Schollmaier against CAP Advisers and Cross-Defendants
     Anthony M. Pilaro, Richard S. Braddock, J. Michael Mavrogordato
     and Osterfak.
          2.2 "Cross-Defendants" means (i) CAP Advisers (as herein-
     after defined in paragraph 2.7), (ii) Osterfak (as hereinafter
     defined in paragraph 2.10), and (iii) Anthony M. Pilaro, Rich-
     ard S. Braddock, J. Michael Mavrogordato, and their respective
     employees, partners, principals, agents, any entity in which a
     controlling interest is held, attorneys, advisors, personal or
     legal representatives, assigns, spouses, and heirs.
          2.3 "Derivative Plaintiff" means CAP Advisers (as herein-
     after defined in paragraph 2.7), on behalf of itself and derivatively 
     on behalf of VISX.
          2.4 "Effective Date" means the first date on which both
     the following shall have occurred:  (a) The Superior Court
     shall have entered its order and judgment substantially in the
     form attached hereto as Exhibit B approving this Stipulation
     and dismissing with prejudice The Action and (b) such order and
     judgment shall have become final, which shall be deemed to be
     the last to occur of the following:  (i) if an appeal or review
     is not sought from the order and judgment, the first day after
     the first to occur of the acts described in Rule 2 of the
     California Rules of Court, or (ii) if an appeal or review is
     sought from the judgment, the day after the judgment is af-
     firmed or the appeal is dismissed or denied, and the judgment
     is no longer subject to further judicial review.
          2.5 "Individual Defendants" means Munnerlyn, McMillen,
     Bennett, Kunst, Brenner, Samuels, Montgomery, Sear, and

                                  5

<PAGE>

     Schollmaier, and their respective employees, partners, princi-
     pals, agents, any entity in which a controlling interest is
     held, attorneys, advisors, personal or legal representatives,
     assigns, spouses, and heirs.
          2.6 "Marketing Agreements" means collectively the market-
     ing agreements with (i) Alcon and APL dated October 10, 1986,
     (the "Original Marketing Agreement"); (ii) an Amended and Re-
     stated Marketing Agreement dated April 21, 1987 (the "Amended
     Marketing Agreement"); and (iii) the Second Amended and Restat-
     ed Marketing Agreement with Alcon and Alcon Surgical, Inc.,
     dated December 22, 1989 (the "Domestic Marketing Agreement"),
     and any amendments or modifications thereto.
          2.7 "CAP Advisers" means CAP Advisers Limited, a United
     Kingdom company, as trustee for the CAP Trust, a Channel Is-
     lands trust, and all past or present directors, officers,
     employees, partners, principals, agents, controlling sharehold-
     ers, any entity in which a controlling interest is held, attor-
     neys, advisors, personal or legal representatives, parents,
     subsidiaries, affiliates, predecessors, successors, divisions,
     joint ventures, and assigns.
          2.8 "VISX" means VISX, Inc., a Delaware corporation, and
     all past or present directors, officers, employees, partners,
     principals, agents, controlling shareholders, any entity in
     which a controlling interest is held, attorneys, advisors,
     personal or legal representatives, parents, subsidiaries,
     affiliates, predecessors, successors, divisions, joint ven-
     tures, and assigns.

                                  6

<PAGE>

          2.9  "Alcon" means Alcon Laboratories, Inc., a Delaware
     corporation, Alcon Pharmaceuticals, Ltd., a Swiss corporation,
     and all past or present directors, officers, employees, part-
     ners, principals, agents, controlling shareholders, any entity
     in which a controlling interest is held, attorneys, advisors,
     personal or legal representatives, parents, subsidiaries,
     affiliates, predecessors, successors, divisions, joint ven-
     tures, and assigns.
          2.10 "Osterfak" means Osterfak Ltd., a Cayman Islands
     company, and all past or present directors, officers, employ-
     ees, partners, principals, agents, controlling shareholders,
     any entity in which a controlling interest is held, attorneys,
     advisors, personal or legal representatives, parents, subsid-
     iaries, affiliates, predecessors, successors, divisions, joint
     ventures, and assigns. 
          2.11 "Other Released Individuals" means all present and
     former officers and directors and employees, agents and attor-
     neys (including law firms), of (i) VISX; (ii) Alcon; (iii)
     Cross-Defendants; and (iv) the Individual Defendants.
          2.12 "Pillar Point Partners" means Pillar Point Partners,
     the partnership jointly owned and controlled by subsidiaries of
     VISX and Summit Technology, Inc.
          2.13 "Settled Claims" means all claims, actions, causes of
     action, suits, debts, sums of money, accounts, reckonings,
     bonds, bills, covenants, contracts, conversions, controversies,
     agreements, promises, variances, trespasses, damages, judg-
     ments, extents, executions, demands, rights and liabilities of
     every nature and description whatsoever, known or unknown,

                                  7

<PAGE>

     whether or not concealed or hidden, including all pleadings
     filed therein by any party, (i) asserted or that might have
     been asserted in The Action, (ii) based on or arising from any
     contractual relationship, written or oral, express or implied,
     between Alcon and VISX, (iii) based on or arising from the ser-
     vice of any of the Individual Defendants or Cross-Defendants as
     officers, directors, agents or advisors of VISX, (iv) based on
     or arising from allegations of wrongful conduct or inaction
     against the Cross-Defendants, including but not limited to,
     claims of negligent, reckless, intentional or wilful miscon-
     duct, (v) based on or arising from allegations of wrongful con-
     duct or inaction of Alcon or VISX in relation to each other,
     (vi) relating in any way to the class action captioned IN RE
     VISX SECURITIES LITIGATION, C-94-20649-RPA (EAI), or to the
     settlement thereof, or to a claim for the contribution to that
     settlement, (vii) based on or arising from any duties, fiducia-
     ry or otherwise, owed by Cross-Defendants to VISX or Alcon,
     (viii) based on or arising from Cross-Defendants' relationship
     with VISX, (ix) based on or arising from Cross-Defendants'
     relationship with Alcon, or (x) based on or arising from Cross-
     Defendants' action or inaction with respect to the Marketing
     Agreements or the relationship between Alcon and VISX.  Such
     claims shall include claims which the Settling Parties do not
     know or suspect to exist in their favor at the time of the
     release, including but not limited to such claims which, if
     known by them, might have affected their decision to settle. 
     Such claims shall also include, without limitation, claims for
     negligence, gross negligence, breach of duty of care, breach of

                                  8

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     duty of loyalty, breach of duty of candor, fraud, breach of
     fiduciary duty, tortious interference, breach of contract,
     aiding and abetting, indemnification, contribution, equitable
     indemnity, violations of any state or federal statutes, rules,
     or regulations, violations of any common law rights, and all
     other acts or omissions alleged in The Action.  Notwithstanding
     the foregoing, "Settled Claims" shall not include prospective
     breaches of the 1995 Agreement between and by VISX and Alcon
     and shall not include claims against VISX for indemnification
     for legal fees incurred by the Individual Defendants and Cross-
     Defendants Richard S. Braddock and J. Michael Mavrogordato.
          2.14 "Settling Parties" means VISX, Alcon, Derivative
     Plaintiff, the Individual Defendants and Cross-Defendants.
     3    AGREEMENT.
          3.1  CONSIDERATION.
          In consideration of the parties' agreement to settle The 
     Action and certain other current and future disputes as out-
     lined herein as may arise between them, the parties hereby
     agree as follows:
               3.1.1  MARKETING AGREEMENTS.  VISX and Alcon (a) have
     entered into an agreement, a copy of which is attached hereto
     as Exhibit D (the "1995 Agreement"), pursuant to which, subject
     to the termination provision set forth in paragraph 5.01 there-
     of, upon the Effective Date, as defined in paragraph 2.4 above,
     all existing agreements between VISX and Alcon, including the
     Marketing Agreements, and all obligations and liabilities
     arising out of or relating to such Marketing Agreements, will
     terminate, except for the contractual obligations defined in

                                  9

<PAGE>

     the 1995 Agreement; and (b) have agreed that on the Effective
     Date they will exchange written releases attached hereto as
     Exhibits E and F, unless the 1995 Agreement is terminated in
     accordance with its terms.  Due to the confidential nature of
     the information contained in other exhibits to the 1995 Agree-
     ment, such exhibits will not be filed with this Stipulation;
     however, the parties are willing to submit these exhibits to
     the Court for confidential IN CAMERA review.
               3.1.2  RESIGNATION OF CERTAIN VISX DIRECTORS.  As of
     the Effective Date, Karen Brenner and Robert B. Samuels shall
     have resigned from VISX' Board of Directors and any committee
     thereof.
               3.1.3  REGULATORY AFFAIRS OVERSIGHT COMMITTEE.  VISX
     agrees to establish a regulatory affairs oversight committee
     (the "Committee"), consisting of three members, one such member
     appointed by the Company at the request of Cap Advisers or any
     of its successors.  Cap Advisers' initial designee to the
     Committee will be Nancy Buc.  Visx shall be without power to
     remove Cap Advisers' appointee to the Committee without the
     prior consent of Cap Advisers.  The Committee's charter shall
     include, but is not limited to, reviewing the Company's regula-
     tory affairs program, providing recommendations, if any, as to
     improving the program, and submitting a report on the foregoing
     to the Board of Directors.  The Committee will meet at least
     quarterly and the term of the Committee shall extend until one
     year following the approval by the Food and Drug Administration
     of the use of VISX' Excimer Laser for the treatment of astigma-
     tism.

                                  10

<PAGE>

               3.1.4  STANDSTILL.  Alcon Laboratories, Inc. and
     Alcon Pharmaceuticals, Ltd. agree not to purchase VISX shares
     for a period of fifteen years commencing on the Effective Date. 
     Alcon further agrees not to dispose of any or all of its
     224,000 VISX shares before January 24, 1996.
               3.1.5  NON-DISPARAGEMENT.  Each Settling Party hereby
     agrees that he, she or it will make no public statements con-
     cerning the subject matter of the Action or the circumstances
     leading to the Settlement disparaging of any other Settling
     Party.  This provision shall not apply to documents filed in
     Court.
               3.1.6  PILLAR POINT PARTNERS.  VISX agrees to appoint
     or cause to be appointed to the Board of Directors of Pillar
     Point Partners one person designated by CAP Advisers (the "Cap
     Advisers Designee").  CAP Advisers' right to designate such
     member to Pillar Point Partners Board of Directors shall exist
     for at least three years from the effective date of this stipu-
     lation and Agreement.  VISX and its appointed Managing Director
     of Pillar Point Partners shall be without power to remove CAP
     Advisers' designee without the prior consent of CAP Advisers,
     except if such designee shall be found by VISX' Board of Direc-
     tors acting as a whole and after providing such designee with
     an opportunity to be heard to have engaged in fraud, embezzle-
     ment, theft, or the commission of a felony, in the course of
     performing such designee's duties on the Pillar Point Partners
     Board of Directors.  In case any such person is so removed, Cap
     Advisers shall have the right to designate a successor.

                                  11

<PAGE>

               3.1.7  OTHER PAYMENTS.  Other than what is expressed
     herein and in the exhibits attached hereto, no other payments
     will be exchanged between the parties to The Action.
               3.1.8  ATTORNEYS' FEES AND OTHER EXPENSES.  Pursuant
     to VISX' indemnification obligations, VISX agrees to reimburse,
     against receipt of invoices, the reasonable legal expenses of
     the Individual Defendants and Cross-Defendant Richard S.
     Braddock.  In recognition by VISX of the substantial benefits
     conferred on it by the initiation of The Action, and in light
     of the benefits accruing to VISX by the Settlement, and in
     recognition by VISX of Mr. Pilaro's efforts to date, VISX has
     agreed to reimburse, against receipt of invoices, CAP Advisers
     and Mr. Pilaro for their respective attorneys' fees, consultant
     fees and other related fees and expenses.
          3.2  DISMISSAL OF THE ACTION.  The parties shall submit
     this Stipulation to the Court and request approval thereof and
     for a judgment and order in the form attached hereto as Exhibit
     B approving the settlement and dismissing The Action with
     prejudice.  Notwithstanding the foregoing, the action shall be
     dismissed without prejudice against Cross-Defendant J. Michael
     Mavrogordato, such dismissal to become with prejudice when
     Mavrogordato executes a general release in the form attached
     hereto as Exhibit C.
               3.2.1     TIME OF THE ESSENCE.  This Stipulation
     shall be finalized and filed with the Superior Court on or
     before November 17, 1995 unless extended by agreement among CAP
     Advisers, Alcon and VISX.

                                  12

<PAGE>

           3.3  MUTUAL RELEASES.  Upon the Effective Date, each Set-
     tling Party shall be deemed to have, and by operation of the
     judgment shall have fully, finally and forever released, relin-
     quished and discharged each and every one of the Settling
     Parties from the Settled Claims.  Each Settling Party shall,
     upon the Effective Date, evidence such release by executing a
     general release in a form of Exhibit C hereto.  Any Settling
     Party who refuses to execute and deliver such a release within
     ten days after the occurrence of the Effective Date shall be
     deemed to have done so.  Notwithstanding the foregoing, J.
     Michael Mavrogordato shall not be deemed to have been released
     from any of the Settled Claims until such time as he executes a
     release in the form of Exhibit C hereto, in which event he
     shall then be deemed to have been released from any and all
     Settled Claims.
           4   CONDITIONS OF SETTLEMENT.
          Except as noted in Section 5 hereof, this Stipulation
     shall become effective only upon the satisfaction of the fol-
     lowing conditions: (i) The Court shall enter an order and judg-
     ment substantially in the form attached hereto as Exhibit B,
     and (ii) the Effective Date shall have occurred.
     5    SETTLEMENT HEARING.
          To implement this settlement, the parties shall promptly
     submit this Stipulation to the Court for a hearing as soon as
     the Court deems practical, for final approval of this settle-
     ment and an order and judgment substantially in the form of
     Exhibit B hereto.

                                  13

<PAGE>

     6    MISCELLANEOUS.
           6.1  All of the exhibits attached hereto are incorporated
     by reference as though fully set forth herein.
           6.2  This Stipulation may be amended or modified only by
     a written instrument signed by all parties who enter into this
     Stipulation or their successors-in-interest.
           6.3  The waiver by one Settling Party of any breach of
     this Stipulation by another Settling Party shall not be deemed
     (i) a waiver of that breach by any other Settling Party or (ii)
     a waiver of any other breach by the Settling Party or any other
     Settling Party.
           6.4  This Stipulation and its exhibits constitute the
     entire agreement among these Settling Parties, and no represen-
     tations, warranties or inducements have been made to any Set-
     tling Party concerning this Stipulation or its exhibits other
     than the representations, warranties and covenants expressly
     set forth in such documents.
           6.5  Counsel for the Settling Parties are expressly
     authorized by the Settling Parties whom they represent to enter
     into this Stipulation, to take all appropriate action required
     or permitted to be taken by such Settling Parties pursuant to
     this Stipulation to effectuate its terms, and are also express-
     ly authorized to enter into any modifications or amendments to
     this Stipulation and to execute any other documents required to
     effectuate the terms of this Stipulation.
           6.6  Each of Alcon, VISX, the Individual Defendants,
     Derivative Plaintiff and the Cross-Defendants represent and
     warrant that he, she or it is expressly authorized to enter

                                  14

<PAGE>

     into this Stipulation, to take all appropriate action required
     or permitted to be taken pursuant to this Stipulation to effec-
     tuate its terms, and is also expressly authorized to enter into
     any modifications or amendments to this Stipulation and to
     execute any other documents required to effectuate the terms of
     this Stipulation.
           6.7  This Stipulation shall be binding upon, and inure to
     the benefit of, the successors and assigns of the Settling
     Parties hereto.
           6.8  All terms of this Stipulation and the exhibits
     hereto shall be governed by and interpreted according to the
     laws of the State of California.  The Court shall retain juris-
     diction with respect to implementation and enforcement of the
     terms of the Stipulation, and all parties hereto submit to the
     jurisdiction of the Court for purposes of implementing and
     enforcing it.  Any action brought to enforce the Stipulation
     shall be filed in the Superior Court for the County of Santa
     Clara.
           6.9  This Stipulation may be executed in two or more
     counterparts.  All executed counterparts and each of them shall
     be deemed to be one and the same instrument provided that
     counsel for the Settling Parties to this Stipulation shall
     exchange among themselves original signed counterparts.
           6.10  The Settling Parties shall cooperate in presenting
     such papers to the Superior Court and other documents as may be
     necessary to effectuate the purposes and intent of this Stipu-
     lation.

                                  15

<PAGE>

           6.11  If the Effective Date does not occur for whatever
     reason by March 22, 1996 (or such other date as to which the
     parties hereto may agree), then this Stipulation shall be of no
     force or effect and the Settling Parties shall be restored to
     their respective positions existing prior to the execution of
     this Stipulation, unless otherwise agreed to by all parties who
     enter into this Stipulation.  Neither this Stipulation, nor the
     fact of its execution, nor any of its provisions, shall be
     offered or received in evidence in any action or proceeding of
     any nature or otherwise referred to or used in any manner in
     any court or other tribunal except as evidence of the fact of
     the making of this Stipulation or to enforce the terms of the
     Settlement described herein.

                                  16

<PAGE>

     Dated: November __, 1995      SKADDEN, ARPS, SLATE, MEAGHER
                                        & FLOM


                                   By ____________________________

                                   Attorneys for Plaintiff and
                                   Cross-Defendant CAP ADVISERS LIM-
                                   ITED as trustee of the CAP TRUST
                                   and for specially-appearing
                                   Cross-Defendant OSTERFAK LTD.

                                  17

<PAGE>

     Dated: November __, 1995      VISX, INC.
     
     
                                   By ____________________________
                                        Katrina J. Church

                                  18

<PAGE>

     Dated: November __, 1995      WILSON, SONSINI, GOODRICH
                                      & ROSATI


                                   By ____________________________
                                        Boris Feldman
                                   Attorneys for Defendants and
                                   Cross-Complainants CHARLES R.
                                   MUNNERLYN, ALAN R. MCMILLEN, WIL-
                                   LIAM L. BENNETT, DANIEL J. KUNST,
                                   KAREN BRENNER and ROBERT SAMUELS

                                  19

<PAGE>

     Dated: November __, 1995      HELLER, EHRMAN, WHITE
                                      & MCAULIFFE


                                   By ____________________________

                                   Attorneys for Defendants and
                                   Cross-Complainants ALCON LABORA-
                                   TORIES, INC., ALCON
                                   PHARMACEUTICALS, LTD., TIMOTHY
                                   R.G. SEAR, ROBERT R. MONTGOMERY
                                   and EDGAR H. SCHOLLMAIER

                                  20

<PAGE>

     Dated: November __, 1995      ROBINSON BROG LEINWAND REICH
                                        GENOVESE & GLUCK, P.C.


                                   By ____________________________
                                        Anthony S. Genovese
                                   Attorney for Cross-Defendant
                                   ANTHONY M. PILARO

                                  21

<PAGE>

     Dated: November __, 1995      SHEPPARD, MULLIN, RICHTER
                                      & HAMPTON


                                   By ____________________________
                                        Darryl M. Woo
                                   Attorneys for Cross-Defendant
                                   RICHARD S. BRADDOCK

                                  22