Exhibit 10.1

    Confidential Materials omitted and filed separately with the Securities
              and Exchange Commission. Asterisks denote omissions.








                            ASSET PURCHASE AGREEMENT
                                  By and Among


                              SIMPLEXGRINNELL L.P.,
                         TYCO INTERNATIONAL CANADA LTD.,
                        SIMPLEX INTERNATIONAL PTY. LTD.,
                                ADT SERVICES A.G.

                                       and

                               KRONOS INCORPORATED

                                DECEMBER 28, 2001

<PAGE>


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

   1.1.1      PURCHASED ASSETS.................................................1
   1.1.2      INTELLECTUAL PROPERTY RIGHTS.....................................3
   1.2     EXCLUDED ASSETS.....................................................3

ARTICLE 2.   PURCHASE PRICE; POST CLOSING ADJUSTMENT; TRANSACTION COSTS........4

   2.1     PURCHASE PRICE......................................................4
   2.2     TRANSACTION COSTS...................................................5

ARTICLE 3.   ASSUMPTION OF LIABILITIES AND OBLIGATIONS BY PURCHASER............5

   3.1     ASSUMED LIABILITIES.................................................5
   3.2     EXCLUDED LIABILITIES................................................6
   3.3     NON-ASSIGNABLE CONTRACTS AND AUTHORIZATIONS.........................7

ARTICLE 4.   REPRESENTATIONS AND WARRANTIES OF SELLERS; IP SELLER..............7

   4.1     REPRESENTATIONS AND WARRANTIES OF SELLERS...........................7
      4.1.1      Corporate Organization and Standing...........................7
      4.1.2      No Conflict...................................................7
      4.1.3      Financial Statements..........................................8
      4.1.4      Litigation....................................................8
      4.1.5      Licenses and Permits; Compliance with Laws....................8
      4.1.6      Taxes.........................................................9
      4.1.7      Brokers; Finders..............................................9
      4.1.8      Absence of Certain Changes...................................10
      4.1.9         Real Properties...........................................10
      4.1.10        No Consent................................................10
      4.1.11        Authorization.............................................10
      4.1.12        Product Liability.........................................11
      4.1.13        Books and Records.........................................11
      4.1.14        Title to Purchased Assets; Personal Property..............11
      4.1.15        Environmental Matters.....................................11
      4.1.16        Customers and Suppliers...................................12
      4.1.17        Certain Agreements........................................13
      4.1.18        Approvals, etc............................................13
      4.1.19        Accounts Receivable.......................................14
      4.1.20        Labor Matters.............................................14
      4.1.21     Product Warranty.............................................14
      4.1.22     Disclaimer of Representations and Warranties.................15
   4.2     REPRESENTATIONS AND WARRANTIES OF IP SELLER........................15
      4.2.1      Corporate Organization and Standing..........................15
      4.2.2      No Conflict..................................................15
      4.2.4         Authorization.............................................16
      4.2.5         Intellectual Property Rights..............................16
      4.2.6      IP Disclaimer of Representations and Warranties..............16
   4.3     DEFINITIONS........................................................17

ARTICLE 5.   REPRESENTATIONS AND WARRANTIES OF PURCHASER......................17

   5.1     REPRESENTATIONS AND WARRANTIES.....................................17
      5.1.1      Organization and Standing....................................17
      5.1.2      Authorization................................................17
      5.1.3      Compliance...................................................18
      5.1.4      Litigation...................................................18
      5.1.5      Brokers, Finders.............................................18
      5.1.6      Approvals, etc...............................................18
      5.1.7      No Knowledge of Misrepresentations or Omissions..............18
      5.1.8      Acknowledgement by the Purchaser.............................19

ARTICLE 6.   COVENANTS AND AGREEMENTS.........................................19

   6.1     EMPLOYEE MATTERS...................................................19
      6.1.1      Employment Status............................................19
      6.1.2      Employee Benefits; Crediting of Service......................20
      6.1.3      Liability with Respect to Certain Benefit Obligations........20
      6.1.4      Required Documentation.......................................21
   6.2     PRESS RELEASE; DISCLOSURES.........................................21
   6.3     BOOKS AND RECORDS AND INFORMATION..................................21
      6.3.1      Inspection of Documents......................................21
      6.3.2      Destruction of Documents.....................................22
   6.4     TAX MATTERS........................................................22
      6.4.1      Taxes Through Closing Date...................................22
      6.4.2      Cooperation and Exchange of Information......................22
      6.4.3      Allocation/Tax Position......................................23
   6.5     NON-COMPETITION....................................................23

ARTICLE 7.   CLOSING DATE; CONDITIONS AND TRANSACTIONS........................24

   7.1     CLOSING DATE AND PLACE.............................................24

ARTICLE 8.   CLOSING DOCUMENTS................................................24

   8.1     SELLERS' AND IP SELLER'S OBLIGATIONS...............................24
      8.1.1         Resolutions...............................................25
      8.1.2         Bill of Sale..............................................25
      8.1.3         Assignments...............................................25
   8.2     PURCHASER'S OBLIGATIONS............................................26
      8.2.1         Resolutions...............................................26
      8.2.2         Assumption Agreement......................................26
      8.2.3         Payment...................................................26
   8.3     JOINT OBLIGATIONS..................................................26

ARTICLE 9.   INDEMNIFICATION..................................................26

   9.1     INDEMNIFICATION BY SELLERS; IP SELLER .............................26
      9.1.1      Indemnification by Sellers...................................26
      9.1.2      Indemnification by IP Seller.................................27
   9.2     INDEMNIFICATION BY PURCHASER.......................................27
   9.3     SURVIVAL OF REPRESENTATIONS AND WARRANTIES; DEDUCTIBLE.............27
   9.4     NOTICE AND OPPORTUNITY TO DEFEND...................................28
   9.5     REDUCTION FOR INSURANCE............................................29

ARTICLE 10.   MISCELLANEOUS...................................................29

   10.1    EXPENSES...........................................................29
   10.2    NOTICES............................................................30
   10.3    COUNTERPARTS.......................................................31
   10.4    ENTIRE AGREEMENT...................................................31
   10.5    HEADINGS...........................................................31
   10.6    ASSIGNMENT AND AMENDMENT OF AGREEMENT..............................31
   10.7    GOVERNING LAW......................................................31
   10.8    FURTHER ASSURANCES.................................................32
   10.9    NO THIRD PARTY RIGHTS..............................................32
   10.10      NON-WAIVER......................................................32
   10.11      SEVERABILITY....................................................32
   10.12      INCORPORATION OF SCHEDULES......................................32
   10.13      WAIVER OF JURY TRIAL............................................32


<PAGE>


                            ASSET PURCHASE AGREEMENT

     THIS ASSET PURCHASE AGREEMENT (this "Agreement"),  dated as of the 28th day
of  December,  2001,  by and among  SIMPLEXGRINNELL  L.P.,  a  Delaware  limited
partnership,  TYCO  INTERNATIONAL  OF CANADA LTD., a company formed and existing
under the laws of Canada (each a "Seller" and collectively  the "Sellers"),  ADT
SERVICES  A.G., a company  organized and existing  under the laws of Switzerland
("IP Seller") and KRONOS  INCORPORATED,  a Massachusetts  corporation and/or its
subsidiaries ("Purchaser").

                                    Recitals
A.   Sellers are  engaged in the  business of  developing,  marketing,  selling,
     supporting and maintaining  workforce  management (i.e.,  employee time and
     attendance,  scheduling  and  forecasting)  software  and  data  collection
     systems  associated  therewith,  in  the  United  States  and  Canada  (the
     "Business").

B.   IP Seller  owns the  Intellectual  Property  Rights (as  defined in Section
     1.1.2) that are used by Sellers and in the Business.

C.   Sellers  wish to sell and transfer to Purchaser  the  Purchased  Assets (as
     defined  in  Section  1.1.1)  and IP Seller  wishes  to sell and  assign to
     Purchaser  all of  its  rights  and  interest  in  and to the  Intellectual
     Property  Rights  (as  defined  in  Section  1.1.2),  pursuant  to  and  in
     accordance with the terms and conditions of this Agreement.

D.   Purchaser wishes to acquire the Purchased Assets, the Intellectual Property
     Rights,  and to assume  certain  liabilities  of  Sellers  relating  to the
     Business as specified  herein and,  pursuant to and in accordance  with the
     terms and conditions of this Agreement.

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
and agreements herein set forth, the parties hereto hereby agree as follows:

<PAGE>

                     ARTICLE 1. SALE AND PURCHASE OF ASSETS

         1.1.1    Purchased Assets.

Subject to the terms,  conditions and  exclusions  set forth in this  Agreement,
Sellers will sell to Purchaser, and Purchaser will purchase,  acquire and accept
from Sellers,  all of Sellers'  respective rights,  title and interest in and to
only the following assets, properties, and rights of the Business (collectively,
the "Purchased Assets"), as the same shall exist on the Closing Date (as defined
in Section 7.1):

     (a)  Sellers'  inventories  of  eForce  Software,  WinSTAR  Software,  data
          collection  terminals,  spare parts and  ancillary  products  with the
          product identification number listed on Schedule 1.1(a) (collectively,
          the "Inventory"), as exists on the Closing Date;

     (b)  the customer files, customer prospects, implementations in progress as
          of  the  Closing  Date,  correspondence  with  customers  and  account
          histories,   sales   literature  and  promotional  or  other  material
          pertaining  exclusively to products designed,  manufactured or sold by
          or for the  Business  to be  prepared  by  Sellers  and  furnished  to
          Purchaser  within  18 days of  Closing  (collectively,  the  "Customer
          Records").   Notwithstanding  the  above,   customer  lists  (Schedule
          4.1.6(a)),   prospects   lists   ("Schedule   4.1.16(b)),   and   open
          implementations  lists  (Schedule  4.1.16(d))  preliminary  as of  the
          Closing  Date  shall  be  delivered  to  Purchasers  at  Closing  both
          electronically  and in hard copy.  Final  Schedules  shall be provided
          within 18 days of Closing;

     (c)  all customer purchaser orders, contracts and commitments entered into,
          accepted,  made or  submitted  to the Business for the sale of goods a
          listing  of which  shall be  prepared  by  Sellers  and  furnished  to
          Purchaser  within  18  days  of  Closing  (collectively,   the  "Sales
          Orders");

     (d)  the equipment,  machinery,  and spare parts therefore, and other items
          of  tangible   personal   property   as  listed  on  Schedule   1.1(d)
          (collectively, the "Equipment");

     (e)  all unfilled  purchase orders entered into by Sellers for the purchase
          of goods or services  for the benefit of the  Business  (collectively,
          the "Unfilled Purchase Orders"),  a listing of which shall be prepared
          by Sellers and furnished to Purchaser within 18 days after the Closing
          Date;

     (f)  the contracts entered into by Sellers for the exclusive benefit of the
          Business listed on Schedule 1.1(f) (collectively, the "Contracts");

     (g)  all  accounts  receivable,  shipped not billed,  and notes  receivable
          related  exclusively  to the Business  outstanding on the Closing Date
          (the "Accounts  Receivable")  as such are set forth in Schedule 1.1(g)
          to be prepared by Sellers and furnished to  Purchasers  within 10 days
          after the Closing Date and to be made a part hereof.

     (h)  to the extent  transferable and subject to Section 3.3 hereof, each of
          the franchises,  approvals,  permits, orders, certificates,  variances
          and  product  licenses  and  license  applications,  permits and other
          governmental  authorizations and approvals relating exclusively to the
          operation of the Business (federal,  state and local) and specified in
          Schedule 1.1(h) (collectively, the "Licenses and Permits");

     (i)  The  real  property  lease  for the  premises  located  in  Cambridge,
          Massachusetts  specified in and attached to Schedule 1.1(i) (the "Real
          Property Lease"); and


         1.1.2    Intellectual Property Rights.

Subject to the terms,  conditions and exclusions set forth in this Agreement, IP
Seller will sell to Purchaser,  and Purchaser will purchase,  acquire and accept
from IP Seller, all of IP Seller's rights, title and interest in and to only the
following,  as the same  shall  exist on the  Closing  Date  (collectively,  the
"Intellectual Property Rights"):

     (a)  each of the patent applications,  licenses, trademarks, service marks,
          trade  names,   service  names,  brand  names,  domain  names,  logos,
          copyrights and any applications therefore listed in Schedule 1.1.2(a);

     (b)  each of the  following,  as listed on Schedule  1.1.2(b):  (i) all the
          computer  software  developed  by or on behalf of the Sellers  (object
          code and source code) and all embedded third party  computer  software
          (object code, and to the extent  transferable,  source code) and tools
          for the eForce and WinSTAR Software , (ii) all other computer software
          and custom  software  (including  source  code) that is the subject of
          maintenance  agreements  sold  by  Sellers  for  the  benefit  of  the
          Business, and (iii) all other add-on customer software and source code
          (to the extent  transferable)  relating to computer software set forth
          on Schedule 1.1.2(b); and

     (c)  any other proprietary rights, including, without limitation, know-how,
          inventions,  discoveries  and  improvements,  shop rights,  processes,
          methods and formulae, trade secrets, product drawings, specifications,
          designs used exclusively in the Business.

         1.2      Excluded Assets.

The Purchased Assets and Intellectual Property Rights transferred, conveyed, set
over,  assigned and delivered to Purchaser  shall  exclude the following  assets
(the "Excluded Assets"):

     (a)  all casualty,  liability and individual life insurance  policies owned
          or obtained by Seller on behalf of the Business;

     (b)  the  corporate  minute  books and stock  registers  of Sellers  and IP
          Seller;

     (c)  the income tax records covering transactions of the Business occurring
          prior to the Closing Date;


     (d)  the  personnel  records  (including,  without  limitation,  all  human
          resources and other  records) of Sellers  relating to all employees of
          Sellers other than Transferred Employees.

     (e)  all cash, cash  equivalents and only those prepaid assets that are not
          related to the Business;

     (f)  all tax credits, tax deposits or tax refunds which are attributable to
          the  operation of the  Business  for the period  ending on the Closing
          Date;

     (g)  the  "electromechanical"  products of the Business  listed on Schedule
          1.2(h);

     (h)  [**] with  respect to [**] and [**],  including,  without  limitation,
          pursuant to any [**] or [**] or [**]; and

     (i)  all other  assets of the  Sellers and IP Seller not  specifically  set
          forth in Section 1.1 and the related Schedules.


      ARTICLE 2. PURCHASE PRICE; POST CLOSING ADJUSTMENT; TRANSACTION COSTS

         2.1      Purchase Price.

At the  Closing,  Purchaser  shall pay to  Sellers  the sum of Six  Million  Six
Hundred Fifty Thousand  Dollars  ($6,650,000)  (the  "Purchased  Assets Purchase
Price"), by wire transfer in immediately  available funds, in full consideration
for the Purchased  Assets and shall pay to IP Seller the sum of Fifteen  Million
Dollars ($15,000,000) (the "IP Purchase Price"), by wire transfer in immediately
available funds, in full consideration for the Intellectual Property Rights. The
Purchased  Assets  Purchase  Price  shall be  allocated  amongst  the Sellers in
accordance with Schedule 2.1.

         2.2      Post-Closing Adjustment.

                  2.2.1    Determination of Adjustment.

The Purchase  Price will be adjusted  dollar for dollar  upward or downward,  as
applicable,  following  the  Closing  to the  extent  that  the Net  Assets  (as
hereinafter  defined) of the  Business  as of the  Closing  Date (the "Final Net
Assets")  shown  upon the Final Net Asset  Statement  (as  hereinafter  defined)
differs from the Net Assets of the Business at November 24, 2001 (the  "Contract
Net Assets",  being  $3,260,000)  shown upon the statement set forth in Schedule
2.2.1(a) (the "Contract Net Asset  Statement").  For purposes of this Agreement,
the term "Net Assets" shall mean the net of (i) accounts receivable,  inventory,
shipped not billed (each net of related valuation  allowances) and (ii) deferred
income,  long-term  contract escrow and billed not shipped.  The Final Net Asset
Statement shall be prepared by Sellers from the books of account of the Business
as of the Closing  Date,  and in  accordance  with the  procedures  set forth in
Schedule  2.2.1(b).  For  purposes of the Final Net Asset  Statement,  used [**]
inventory shall be valued at [**] percent ([**]%) of "Sellers'  standard costs".
Seller  will  deliver a  statement  showing the Final Net Assets (the "Final Net
Asset  Statement")  to Purchaser  not later than 15 days after the Closing Date.
Unless  Purchaser  notifies  Sellers in writing that it disagrees with the Final
Net Asset  Statement  within 45 days after the Closing Date, the Final Net Asset
Statement shall be conclusive and binding on Purchaser and Sellers. If Purchaser
notifies  Seller  in  writing  of its  disagreement  with the  Final  Net  Asset
Statement within such 45 day period, then Purchaser and Sellers shall attempt to
resolve their  differences  with respect  thereto  within 15-days after Sellers'
receipt of Purchaser's written notice of disagreement. Any dispute regarding the
Final Net Asset  Statement  not  resolved by Purchaser  and Sellers  within such
15-day period will be resolved by an accounting firm mutually acceptable to both
parties  or, in the  absence of  agreement,  by an  accounting  firm of national
reputation selected by lot after eliminating Sellers' and Purchaser's  principal
outside  accountants and one additional firm designated as objectionable by each
of Sellers and Purchaser.  The  determination by the accounting firm so selected
of  the  Final  Net  Asset  Statement  and  the  Final  Net  Assets  (with  such
modifications   therein,  if  any,  as  reflect  such  determination)  shall  be
conclusive  and  binding  upon  the  parties.  The  fees  and  expenses  of such
accounting  firm in acting  under this Section  2.2.1 shall be borne  equally by
Purchaser and Sellers.

                  2.2.2    Payment of Adjustment.

If the Contract  Net Assets are greater than the Final Net Assets,  then Sellers
shall pay to  Purchaser  an  amount  equal to the  difference.  If the Final Net
Assets are greater  than the Contract Net Assets,  then  Purchaser  shall pay to
Seller an amount  equal to the  difference.  Payment  shall be made by the party
obligated to make such payment not more than five (5)  business  days  following
the  determination  of the Final Net Assets  pursuant to Section 2.3.1 hereof by
wire transfer of  immediately  available  funds,  and the amount of such payment
shall bear  interest  from the Closing Date to the date of payment at the simple
interest rate of [**] percent ([**]%).

         2.2      Transaction Costs.

Purchaser  shall be  responsible  for all sales  and  similar  taxes,  including
without limitation any such taxes under the Excise Tax Act (Canada), assessed or
payable  in  connection  with  the  transfer  of the  Purchased  Assets  and the
Intellectual  Property  Rights to Purchaser  (collectively,  the "Sales Taxes").
Purchaser  agrees to indemnify  and hold harmless the Sellers and IP Seller from
all Sales  Taxes and to remit such Sales  Taxes,  if any,  to the  Sellers or IP
Seller, as applicable,  within 60 days after the Closing Date. Any disagreements
regarding the payment of Sales Taxes shall be resolved in the manner provided in
Section 2.2.1.

        ARTICLE 3. ASSUMPTION OF LIABILITIES AND OBLIGATIONS BY PURCHASER

         3.1      Assumed Liabilities.

Purchaser,  in addition to the  consideration to be paid pursuant to Section 2.1
hereof,  shall  assume at the  Closing  and shall  subsequently  pay,  honor and
discharge  when due and payable in accordance  with and subject to the terms and
conditions of the relevant  governing  agreements,  commitments and instruments,
the following liabilities (collectively, the "Assumed Liabilities"):

     (a)  all  liabilities  and  obligations  of  Sellers  at the  Closing  Date
          pertaining  to  the  Sales  Orders,  Unfilled  Purchase  Orders,  Real
          Property Leases and Contracts;

     (b)  all liabilities of Sellers assumed under Section 6.1 hereof;

     (c)  all liabilities  and obligations  arising out of or resulting from the
          conduct of the Business occurring  subsequent to the Closing Date that
          are not Excluded Liabilities (as defined in Section 3.2); and

     (d)  all  liabilities and  obligations of  SimplexGrinnell  L.P. under that
          certain  Amended and Restated  Executive  Employment  Agreement by and
          between  Geoffrey  Palmer and Simplex Time  Recorder Co. dated January
          11, 1999, as amended June 30, 2000 (the  "Geoffrey  Palmer  Employment
          Agreement",  a copy of which  is  attached  to  Schedule  3.1(d).  The
          foregoing  notwithstanding,  the Purchaser  shall be  responsible  for
          paying (i) fifty  percent  (50%) of the first [**] Dollars  ($[**]) of
          bonus payments under Geoffrey Palmer Employment  Agreement that accrue
          after the  Closing and (ii) one  hundred  percent  (100%) of the bonus
          payments  in excess of [**]  Dollars  ($[**])  under  Geoffrey  Palmer
          Employment Agreement that accrue after the Closing.

         3.2      Excluded Liabilities.

Purchaser shall not assume,  pay, or in any way be liable or responsible for any
debts,  liabilities or obligations of Sellers,  IP Seller or the Business unless
expressly  assumed in this Agreement  including but not limited to the following
exclusions (collectively, the "Excluded Liabilities"):

     (a)  any  liability  or  obligation  of  Sellers  or IP Seller  under  this
          Agreement or any  liability or  obligation  of Sellers or IP Seller to
          attorneys,  accountants,  brokers,  or others for services rendered or
          expenses incurred by or on their behalf;

     (b)  except as  otherwise  provided in Section 3.1 hereof or in Section 6.1
          hereof, any wages, salary, severance, bonuses,  commissions,  vacation
          or holiday pay, post retirement  medical  benefits,  fringe  benefits,
          long-term  disability benefits,  life insurance benefits,  any duties,
          obligations  or liabilities  arising under any employee  benefit plan,
          policy or  practice,  whether  defined by Section 3(3) of the Employee
          Retirement  Income  Security  Act of 1974,  as  amended  and in effect
          ("ERISA") or  otherwise,  relating to the employees of the Business or
          other amounts due to any employees or former employees of the Business
          which accrue on or prior to the Closing Date;

     (c)  any  liabilities and obligations of Sellers or IP Seller for any Taxes
          (as  defined  in  Section  4.1.6(a)(i)  hereof)  with  respect  to the
          operations of the Business on or prior to the Closing Date;

     (d)  any violation, liability, penalty, cost, damage, fine, order, judgment
          or obligation under  Environmental  Laws (as defined in Section 4.1.15
          hereof) to the extent they arise out of acts or omissions occurring on
          or prior to the Closing Date;

     (e)  any indebtedness for borrowed money; and

     (f)  [**] with  respect to [**] and [**],  including,  without  limitation,
          pursuant to any [**] or [**] or [**].

         3.3      Non-assignable Contracts and Authorizations.

To the extent  that the  assignment  of any  contract  or any  license,  permit,
approval or qualification  issued or to be issued by any government or agency or
instrumentality  thereof  relating  to the  Business  or the  Purchased  Assets,
including,  without  limitation,  the Licenses  and  Permits,  to be assigned to
Purchaser  pursuant  to this  Agreement  shall  require the consent of any other
party,  this Agreement  shall not constitute a contract to assign the same if an
attempted  assignment would constitute a breach thereof.  Sellers and IP Seller,
as applicable,  shall use commercially  reasonable efforts,  and Purchaser shall
cooperate  where  appropriate,  to  obtain  any  consent  necessary  to any such
assignment.

         ARTICLE 4. REPRESENTATIONS AND WARRANTIES OF SELLERS; IP SELLER

         4.1      Representations and Warranties of Sellers.

Sellers represent and warrant to Purchaser as follows:

                 4.1.1  Corporate  Organization  and Standing.

Each Seller is duly organized,  validly  existing and in good standing under the
laws of the  jurisdiction  of its  formation  and has all  corporate  power  and
authority  to own or lease its  properties  and to carry on the  business of the
Business as  presently  conducted.  Each Seller is qualified to do business as a
foreign  corporation  and is in good  standing in each of the  jurisdictions  in
which the nature of the  Business as now being  conducted  by it or the property
owned or leased by it for the benefit of the Business makes such  qualification,
licensing  or  registration  necessary,  except  where  the  failure  to  be  so
qualified,  licensed  or  registered  would not  materially  interfere  with the
Business as currently operated

                 4.1.2    No Conflict.

Except as set forth in Schedule  4.1.2,  neither the  execution  and delivery of
this Agreement nor the consummation of the transactions contemplated hereby will
(i) result in the  acceleration of, or the creation in any party of any right to
accelerate,  terminate,  modify or cancel any Commitments (as defined in Section
4.1.18),  (ii)  conflict  with or result in a breach of or  constitute a default
under any provision of the Articles of Incorporation or Bylaws (or other charter
documents)  of any  Seller,  or a default  under or  violation  of any  material
restriction, lien, encumbrance, to which any of the Purchased Assets are subject
or result in the creation of any lien or  encumbrance  upon any of the Purchased
Assets,  or (iii) violate or result in a breach of or constitute a default under
any judgment,  order,  decree,  rule or regulation of any court or  governmental
agency to which any Seller is subject and which,  in each of clauses (i),  (ii),
and (iii) above, would have a Material Adverse Effect.

                 4.1.3    Financial Statements.

     (a)  The  Contract Net Asset  Statement  was  prepared in  accordance  with
          generally  accepted  accounting   principles  ("GAAP"),   consistently
          applied.

     (b)  The pro forma profit and loss statements of  SimplexGrinnell  L.P. and
          Tyco  International of Canada for the period beginning January 1, 2001
          and ending on September  22, 2001,  and the pro forma balance sheet of
          SimplexGrinnell  L.P. as of September  22, 2001,  copies of which have
          been furnished to Purchaser,  were prepared on a basis consistent with
          the prior  practices of Sellers and fairly  present the results of the
          operations of SimplexGrinnell L.P. for such periods.

                 4.1.4    Litigation.

Except as set forth in Schedule  4.1.4,  there is no action,  suit,  proceeding,
arbitration  or   investigation   pending  or,  to  the  Knowledge  of  Sellers,
threatened,  against any Seller or the directors,  officers, agents or employees
of any Seller  with  respect to the  Business,  and there are no orders,  writs,
injunctions or decrees currently in force against any Seller with respect to the
conduct of the Business, except where such action, suit, proceeding, arbitration
or  investigation,  order,  writ,  injunction  or decree  would  not  materially
interfere with the Business as presently operated.

                 4.1.5    Licenses and Permits; Compliance with Laws.

     (a)  Each Seller owns,  holds or  possesses  in its own name,  all material
          licenses  and permits  necessary to entitle it to carry on and conduct
          the  Business  and  its  operations  as  presently  conducted.  To the
          Knowledge of Sellers,  each Seller is not in material  violation of or
          material default under any Licenses and Permits.

     (b)  Each Seller is, and has been, in material  compliance  with each Legal
          Requirement  that is or was  applicable to the conduct or operation of
          the   Business.   For  the   purposes   of  this   Agreement,   "Legal
          Requirement(s)" means any federal, state, local,  municipal,  foreign,
          international,   multinational,   or   other   administrative   order,
          constitution,  law,  ordinance,  principal of common law,  regulation,
          statute, judgment, or treaty.

                 4.1.6    Taxes.

                  (a)  Definitions.  For purposes of this Agreement:

     (i)  The term "Tax" means any of the Taxes,  and "Taxes"  means (A) all net
          income,  capital gains, gross income,  gross receipts,  sales, use, ad
          valorem, franchise,  capital, profits, license, and other withholding,
          employment,   social   security,   payroll,   transfer,    conveyance,
          documentary,  stamp,  property,  value added, customs duties,  minimum
          taxes, estimated and any other taxes, fees, charges,  levies, excises,
          duties or assessments of any kind whatsoever,  together with additions
          to tax or additional amounts,  interest and penalties relating thereto
          that may be imposed by the federal government or any state,  local, or
          foreign  government,  and (B) any liability of Sellers for the payment
          of any  amount  of any type  described  in  clause  (A) as a result of
          Seller being a  transferee  or a member of an  affiliated  or combined
          group prior to the  Closing,

     (ii) "Tax  Returns"  means  all  returns,  reports,  statements,  and forms
          required to be filed in respect of any Tax, and

     (iii)"Code" means the Internal Revenue Code of 1986, as amended,  including
          the rules and  regulations  thereunder and any substitute or successor
          provisions;

     (b)  Sellers  have paid or will pay when due or finally  settled  all Taxes
          relating to the Business or to the Purchased Assets that are or become
          due and payable for all periods up to and  including the Closing Date.
          Sellers have properly filed on a timely basis,  or so will file,  when
          due, all Returns  relating to the Business or the Purchased Assets for
          all periods up to and including the Closing Date.

     (c)  There are no liens for Taxes (other than for current Taxes not yet due
          and payable) on the Purchased Assets.

                 4.1.7    Brokers; Finders.

Sellers have not retained  any third party broker or finder in  connection  with
the transactions  contemplated herein and is not obligated and has not agreed to
pay any brokerage or finder's commission, fee or similar compensation.

                 4.1.8    Absence of Certain Changes.

Since September 22, 2001,  except as set forth in Schedule  4.1.8,  Sellers have
conducted the Business in the ordinary  course,  which means the following:  (i)
There has not occurred, with respect to the Business and the Purchased Assets, a
Material Adverse Effect,  (ii) the Business has not suffered any strike or other
labor trouble that  adversely  affects its relations  with its employees or been
the subject of any effort to organize its workforce, or any part thereof, into a
bargaining unit, (iii) in connection with the Business, Sellers have not offered
non-standard  terms and  discounts on sales  agreements,  and (iv) in connection
with the Business,  Sellers have not made any material  change in personnel that
are involved with the assets that are being acquired.

                 4.1.9       Real Properties.

Except as set forth in Schedule 4.1.9,  Sellers have or will have at the Closing
valid  leasehold  interest in the real  property that is the subject of the Real
Property  Lease(s) (the "Real Property").  SimplexGrinnell  L.P. enjoys peaceful
and  undisturbed  possession  under the Real Property Lease. To the Knowledge of
Sellers,  the lease of Real Property by SimplexGrinnell L.P. or the use thereof,
as presently used by the Business,  does not violate any local zoning or similar
land  use  laws or  governmental  regulations.  SimplexGrinnell  L.P.  is not in
violation of or in  noncompliance  with any  covenant,  condition,  restriction,
order or easement affecting the real property leased by SimplexGrinnell L.P. for
the  benefit  of the  Business  where  such  violation  or  noncompliance  would
materially interfere with the present use of the property.

                 4.1.10      No Consent.

Except  as  set  forth  in  Schedule  4.1.10,  no  material  consent,  approval,
authorization order, filing, registration or qualification of or with any court,
governmental authority or third person is required to be made or obtained by any
Seller in  connection  with the  execution  and  delivery of this  Agreement  by
Sellers or the consummation by Sellers of the transactions contemplated hereby.

                 4.1.11      Authorization.

All corporate and other proceedings  required to be taken on the part of Sellers
to authorize  Sellers to enter into and carry out this Agreement and to sell the
Purchased Assets,  have been, or prior to the Closing will be, duly and properly
taken.  Each  Seller  has full  right,  power and  authority  to enter into this
Agreement and to perform fully its  obligations  hereunder.  This  Agreement has
been duly  executed  and  delivered  by each Seller and is the valid and binding
obligation of each Seller  enforceable  against it in accordance with its terms,
except as enforcement may be limited by equitable  principles limiting the right
to obtain  specific  performance or other equitable  remedies,  or by applicable
bankruptcy or insolvency laws and related decisions affecting  creditors' rights
generally.

                 4.1.12      Product Liability.

Except  as set  forth on  Schedule  4.1.12,  there is no  action,  suit,  claim,
inquiry,  proceeding  or  investigation  in any case by or  before  any court or
governmental body pending or, to the Knowledge of Sellers,  threatened,  against
or involving the Business relating to any product alleged to have been designed,
manufactured  or sold by the  Business  and  alleged to have been  defective  or
improperly  designed or manufactured  which would materially  interfere with the
Business as currently operated.

                 4.1.13      Books and Records.

The Books and Records of the  Business  are complete and correct in all material
respects and have been maintained in accordance with sound business practices.

                 4.1.14      Title to Purchased Assets; Personal Property.

Except as set forth in  Schedule  4.1.14,  each  Seller  has or will have at the
Closing (a) good, valid and unencumbered  title to the Purchased Assets owned by
it free and clear of all mortgages,  liens,  charges,  encumbrances,  easements,
security  interests  or title  imperfections  other  than (i)  those  listed  in
Schedules 4.1.14,  (ii) payments for current taxes,  assessments or governmental
charges not yet due and delinquent,  and (iii) those which do not,  individually
or in the aggregate materially interfere with the use of the Purchased Assets or
materially detract from its value.

                 4.1.15      Environmental Matters.

     (a)  For purposes of this Agreement,  the  capitalized  terms defined below
          shall have the meanings ascribed to them below.

     (i)  "Environmental   Law(s)"  means  all  federal,   state  or  local  law
          (including common law), statute, ordinance, rule, regulation, code, or
          other requirement relating to the environment,  natural resources,  or
          public or employee health and safety and includes,  but is not limited
          to the Federal Water Pollution Control Act ("FWPCA"), 33 U.S.C.ss.1251
          et seq., the Safe Drinking  Water Act ("SDWA"),  42  U.S.C.ss.300f  et
          seq.,  the  Comprehensive   Environmental  Response  Compensation  and
          Liability Act  ("CERCLA"),  42  U.S.C.ss.9601  et seq.,  the Hazardous
          Materials  Transportation  Act, 49 U.S.C.ss.1801 et seq., the Resource
          Conservation and Recovery Act ("RCRA"),  42 U.S.C.ss.6901 et seq., the
          Clean Water Act, 33 U.S.C.  Sectionss.1251 et seq., the Clean Air Act,
          42  U.S.C.ss.7401  et  seq.,  the  Toxic  Substance  Control  Act,  15
          U.S.C.ss.2601 et seq., the Oil Pollution Act of 1990, 33 U.S.C.ss.2701
          et  seq.,  the  Occupational  Safety  and  Health  Act  ("OSHA"),   29
          U.S.C.ss.651  et  seq.,  and  the  Emergency  Planning  and  Community
          Right-To-Know Act, 42  U.S.C.ss.11001,  as such laws have been amended
          or supplemented,  and all rules and regulations  promulgated  pursuant
          thereto,  and all analogous state or local statutes and any applicable
          transfer statutes.

     (ii) "Environmental Permits" means all approvals, authorizations, consents,
          permits,  licenses,  registrations  and  certificates  required by any
          applicable Environmental Law.

     (iii)"Hazardous  Substance(s)"  means,  without  limitation,  any flammable
          explosives,  radioactive materials, urea formaldehyde foam insulation,
          polychlorinated biphenyls, petroleum and petroleum products (including
          but not limited to waste petroleum and petroleum  products),  methane,
          hazardous materials,  hazardous wastes,  pollutants,  contaminants and
          hazardous or toxic  substances,  as defined in or regulated  under any
          applicable Environmental Laws.

     (iv) "Release"  means  any  past or  present  spilling,  leaking,  pumping,
          pouring,  emitting,  emptying,   discharging,   injecting,   escaping,
          leaching,  dumping or  disposing  of a  Hazardous  Substance  into the
          environment.

     (b)  Except as disclosed  in Schedule  4.1.15,  Sellers  have  obtained all
          material  Environmental  Permits  that  are  required  for the  lawful
          operation of the Business. Sellers (i) are in material compliance with
          all terms and  conditions  of its  Environmental  Permits and with any
          applicable  Environmental  Law,  and (ii)  have not  received  written
          notice of any  material  violation  by or material  claim  against the
          Business under any Environmental law.

     (c)  Except as disclosed in Schedule  4.1.15,  to the  Knowledge of Sellers
          there have been no Releases,  or threatened  Releases of any Hazardous
          Substances into, on or under the Real Property during  SimplexGrinnell
          L.P.'s possession thereof.

                 4.1.16    Customers, Suppliers, Consultants and Subcontractors.

Schedule  4.1.16(a)  contains a preliminary  list setting forth the customers of
the  Business  as  of  the  Closing  Date  and  Schedule  4.1.16(b)  contains  a
preliminary list setting forth the potential prospects of the Business as of the
Closing Date.  Schedule  4.1.16(c) contains a preliminary list setting forth the
top twenty suppliers,  consultants and subcontractors  that are essential to the
continuous and  uninterrupted  operation of the Business as of the Closing Date.
Schedule  4.1.16(d)  contains a preliminary  list setting forth all professional
service (e.g. installation,  training,  consulting, etc) engagements that are in
process as of the Closing Date. Final versions of Schedules 4.1.16(a),  (b), (c)
and (d)  shall be  provided  by the  Sellers  to the  Purchaser  within  10 days
following the Closing Date.  The total  content of Schedule  4.1.16(a)  shall be
consistent  with the data  provided to Purchaser by Sellers on November 13, 2001
with  respect  to  total  customers,   total  maintenance  customers,   contract
maintenance  revenue  and date of  purchase  for  both  hardware  and  software.
Additionally,  Schedule 4.1.16(a) shall contain the following  information as it
pertains to the  customers of the Business:  Customer  name,  Customer  address,
Customer contact information,  maintenance  contract type (if any),  maintenance
contract  value,  maintenance  contract start date,  maintenance  contract term,
customer  installed  product and the related date of the original  sale, and the
date  of  the  most  recent  sale,   identification   of  custom   software  and
identification  of third party product.  Schedule  4.1.16(d) shall be consistent
with the data  provided to  Purchaser  by Sellers on December 14, 2001 and shall
contain  the  following  information  as it  pertains  to the  customers  of the
Business:  Customer name,  professional service hours sold, professional service
revenue  contracted,  professional  service  revenue  billed  to  date as of the
Closing Date,  professional service hours expended to date, project plan and the
Sellers  best  estimate  (based  on  the  past  practices  of  the  Sellers)  of
professional  service hours remaining to be delivered.  SimplexGrinnell L.P. has
entered into  agreements  with each of Accu-Time  Systems,  Inc. and  Integrated
Design,  Inc.  in form and  substance  substantially  similar to the  agreements
attached to Schedule 4.1.16(e).

                 4.1.17      Certain Agreements.

All of the Contracts,  Sales Orders, Unfilled Purchase Orders, the Real Property
Lease (collectively, the "Commitments") are legal, valid and binding obligations
of  the  Sellers  for  the  benefit  of  the  Business  enforceable  (except  as
enforcement may be limited by equitable  principles limiting the right to obtain
specific performance or other equitable remedies or by applicable  bankruptcy or
insolvency laws and related  decisions  affecting  creditors'  rights generally)
against  Sellers  and,  except as listed on  Schedule  4.1.17,  Sellers  have no
Knowledge of any material  default or claimed or purported or alleged default or
state of facts which,  with notice or lapse of time or both,  would constitute a
material  default on the part of any party in the  performance of any obligation
to be performed or paid by any party under the Commitments, and has not received
or given  written  notice of any  default  or claimed  or  purported  or alleged
default or state of facts  which,  with  notice or lapse of time or both,  would
constitute a default on the part of any party in the  performance  or payment of
any of the Commitments.

                 4.1.18      Approvals, etc.

Except as provided in Section  3.3  hereof,  and except for  consents of lessors
under the Real Property Lease, all material consents, approvals,  authorizations
and  orders  (corporate,  governmental  or  otherwise)  necessary  for  the  due
authorization, execution and delivery by Sellers of this Agreement and the valid
delivery of the Purchased Assets have been obtained or will be obtained prior to
the Closing Date.

                 4.1.19 Accounts  Receivable.

The Accounts Receivable (including reserves) are reflected properly on the books
and records of the Business, are valid and existing receivables  which  arose in
the ordinary course of business.

                 4.1.20      Labor Matters.

     (a)  Except  as set  forth  in  Schedule  4.1.20,  there  are no (i)  labor
          strikes,  disputes,   slowdowns,   representation  campaigns  or  work
          stoppages with respect to employees of the Business pending or, to the
          Knowledge of Sellers,  threatened  against or affecting  the Business,
          (ii) unfair labor practice  complaints pending or, to the Knowledge of
          Sellers,   threatened  against  the  Business,   or  (iii)  collective
          bargaining  agreements  or other labor union  contracts  applicable to
          persons  employed by the  Business  and to the  Knowledge  of Sellers,
          there are no activities or  proceedings of any labor union to organize
          any such employees.

     (b)  Except to the  extent set forth in  Schedule  4.1.20,  Sellers  are in
          compliance  in  all  material   respects  with  all  applicable   laws
          respecting employment and employment  practices,  terms and conditions
          of employment  and wages and hours,  and are not engaged in any unfair
          labor practice.

                 4.1.21   Product Warranty.

Each product  manufactured,  sold, leased, or delivered by the Business has been
in material  conformity  with all  applicable  contractual  commitments  and all
express and implied warranties.  No product manufactured,  sold, or delivered by
the Business is subject to any guaranty, warranty, or other indemnity beyond the
applicable standard terms and conditions of sale.

                 4.1.22   Year 2000

Except as set forth in Schedule  4.1.22,  the Sellers  have no  knowledge of any
material  failure to be "Year 2000 Compliant" of its WinSTAR and eForce products
sold or licensed to customers  and any of its  internal  systems or of any third
party system or product,  including  without  limitation  any system or products
provided  by any of  Sellers'  suppliers  and/or  service  providers  or sold by
Sellers to any customer of the Business.

                 4.1.23     Disclaimer of Representations and Warranties

Sellers make no  representations  or  warranties  with respect to the  Purchased
Assets or the  Business  other than as  expressly  set forth in this  Agreement.
Without  limiting the  generality  of the  forgoing and except as otherwise  set
forth herein,  Sellers  expressly  disclaim any  representation or warranty with
respect to the adequacy, accuracy or suitability for Purchaser's purposes of any
of the Purchased Assets or the Business.

                 4.1.24   Customer Contracts.

     (a)  Schedule  4.1.24(a)  lists  each  of  the  contracts  that  have  been
          delivered  to the  Purchaser  Prior to the  Closing  Date,  which  the
          Sellers have negotiated  with its customers (the  "Delivered  Customer
          Contracts").

     (b)  Except as  otherwise  provided in the  Delivered  Customer  Contracts,
          there are no sales agreements or maintenance  agreements  entered into
          by the  Sellers  with any of its  customers  which  contain any of the
          following provisions:  (i) warranties (other than of a nature included
          in  the  Seller's  "Standard  Form  Contracts"),  (ii)  warranties  of
          merchantability or fitness for a particular  purpose,  (iii) indirect,
          special or  consequential  damages,  (iv)  liquidated  damages  and/or
          penalties,  (v) indemnities other than for U.S.  patents,  copyrights,
          trademarks,  and  damages  for  injury  to person  or  property,  (vi)
          commitment to support a product for longer than one year, (vii) refund
          contingencies or (viii) pricing fixed for more than one year.

     (c)  For purposes of Section 4.1.24(b),  the term "Standard Form Contracts"
          means those form agreements attached to Schedule 4.1.24(c).

                 4.1.25   Source Code; Software.

     (a)  All of the source code being transferred to the Purchaser  pursuant to
          this  Agreement  shall,  as of  delivery,  be  "human  and/or  machine
          readable" and fully cable of producing  object code  currently used in
          the Business.

     (b)  Except with respect to the "Faircom" software,  all of the third party
          software being transferred hereunder is being transferred royalty free
          and all such software is commercially available.

                 4.2      Representations and Warranties of IP Seller.

IP Seller represents and warrants to Purchaser as follows:

                 4.2.1    Corporate Organization and Standing.

IP Seller is a company duly  organized,  validly  existing and in good  standing
under the laws of Switzerland  and has all corporate  power and authority to own
and to sell the Intellectual Property Rights.

                 4.2.2    No Conflict.

Except as set forth in Schedule  4.2.2,  neither the  execution  and delivery of
this  Agreement  by  IP  Seller  nor  the  consummation  by  IP  Seller  of  the
transactions contemplated hereby will (i) conflict with or result in a breach of
or constitute a default under any provision of the Articles of  Incorporation or
Bylaws  (or  other  charter  documents)  of IP  Seller,  or a  default  under or
violation of any material restriction,  lien,  encumbrance,  to which any of the
Intellectual  Property  Rights are subject or result in the creation of any lien
or encumbrance upon any of the Intellectual  Property Rights, or (ii) violate or
result in a breach of or constitute a default under any judgment, order, decree,
rule or  regulation  of any  court or  governmental  agency  to which  Seller is
subject and which,  in each of clauses (i), (ii), and (iii) above,  would have a
Material Adverse Effect.

                 4.2.3    Litigation.

Except as set forth in Schedule  4.2.3,  there is no action,  suit,  proceeding,
arbitration  or  investigation  pending  or,  to  the  Knowledge  of IP  Seller,
threatened,  against IP Seller or any director, officer, agent or employee of IP
Seller  with  respect  to the  Intellectual  Property  Rights,  and there are no
orders,  writs,  injunctions or decrees  currently in force against IP Seller or
any  director,  officer,  agent or  employee  of IP Seller  with  respect to the
Intellectual  Property  Rights,  except  where such  action,  suit,  proceeding,
arbitration  or  investigation,  order,  writ,  injunction  or decree  would not
materially interfere with the Business as presently operated.

                 4.2.4       Authorization.

All  corporate  and  other  proceedings  required  to be taken on the part of IP
Seller to authorize IP Seller to enter into and carry out this  Agreement and to
sell the Intellectual  Property Rights,  have been, or prior to the Closing will
be, duly and properly  taken.  IP Seller has full right,  power and authority to
enter into this Agreement and to perform fully its obligations  hereunder.  This
Agreement has been duly executed and delivered by IP Seller and is the valid and
binding  obligation of IP Seller  enforceable  against it in accordance with its
terms, except as enforcement may be limited by equitable principles limiting the
right  to  obtain  specific  performance  or  other  equitable  remedies,  or by
applicable  bankruptcy  or  insolvency  laws  and  related  decisions  affecting
creditors' rights generally.

                 4.2.5       Intellectual Property Rights.

Except  as set  forth  in  Schedule  4.2.5,  IP  Seller  solely  owns or has the
exclusive  right to use,  free and  clear  of any lien or other  encumbrance  or
restriction,  all of the Intellectual  Property  Rights.  Except as set forth in
Schedule  4.2.5,  there is no material claim or demand of any person  pertaining
to, or any  proceeding  pending or, to the  Knowledge of IP Seller,  threatened,
which challenges the rights of IP Seller in respect of the Intellectual Property
Rights.

                 4.2.6      IP Disclaimer of Representations and Warranties

IP  Seller  makes  no   representations   or  warranties  with  respect  to  the
Intellectual  Property  Rights  other  than  as  expressly  set  forth  in  this
Agreement.  Without  limiting  the  generality  of the  forgoing  and  except as
otherwise set forth herein, IP Seller expressly  disclaims any representation or
warranty with respect to the adequacy,  accuracy or suitability  for Purchaser's
purposes of any of the Intellectual Property Rights.

         4.3      Definitions.

     (a)  For purposes of this Agreement,  the term "to the Knowledge of Sellers
          or IP  Seller"  or other  term of  similar  import  means  the  actual
          knowledge of William  Mitchell,  Frank  Perlmutter and Robert Chauvin,
          Joe Velazquez, Kirk Leamy and Anne Colo.

     (b)  For purposes of this  Agreement,  "Material  Adverse Effect" means any
          change,  effect  or  circumstance  that,  individually  or when  taken
          together with all other  changes,  effects or  circumstance  that have
          occurred prior to the date of  determination  of the occurrence of the
          material adverse effect,  would be materially adverse to the Purchased
          Assets, the Intellectual  Property Rights or the financial  condition,
          or results of operation of the Business.


             ARTICLE 5. REPRESENTATIONS AND WARRANTIES OF PURCHASER

         5.1      Representations and Warranties.

Purchaser represents and warrants to Sellers and IP Seller as follows:

                  5.1.1    Organization and Standing.

Purchaser is a corporation duly organized, validly existing and in good standing
under the laws of  Massachusetts  and has all  corporate  power and authority to
execute and deliver this  Agreement,  to carry on the  businesses in which it is
engaged,  to own and use the properties  owned and used by it, to consummate the
transactions contemplated hereby, and perform its obligations hereunder.

                  5.1.2    Authorization.

All  corporate  and  other  proceedings  required  to be  taken  on the  part of
Purchaser, including, without limitation, all action required to be taken by the
directors or shareholders of Purchaser to authorize  Purchaser to enter into and
carry out this  Agreement  and to purchase the Purchased  Assets,  have been, or
prior to the Closing will be, duly and properly  taken.  This Agreement has been
duly executed and delivered by Purchaser and is the valid and binding obligation
of Purchaser  enforceable  against it in  accordance  with its terms,  except as
enforcement may be limited by equitable  principles limiting the right to obtain
specific performance or other equitable remedies, or by applicable bankruptcy or
insolvency laws and related decisions affecting creditors' rights generally.

                  5.1.3    Compliance.

The  execution  and  delivery  of this  Agreement  and the  consummation  of the
transactions contemplated hereby will not:

     (a)  result  in the  breach  of  any of the  terms  or  conditions  of,  or
          constitute  a  default  under or  violate,  as the  case  may be,  the
          articles of  organization  or by-laws of Purchaser,  or any agreement,
          lease, mortgage,  note, bond, indenture,  license,  guarantee or other
          document or undertaking, oral or written, to which Purchaser or any of
          its  subsidiaries  or affiliates  is bound,  or by which any of its or
          their properties or assets may be affected; or

     (b)  violate any rule, regulation, writ, injunction, order or decree of any
          court, administrative agency or governmental body.

                  5.1.4    Litigation.

There  are no  actions,  suits,  proceedings,  arbitrations,  or  investigations
pending,  or to  Purchaser's  best  knowledge,  threatened,  which  question the
validity of this  Agreement  or any actions  taken or to be taken in  connection
herewith or the consummation of the transactions contemplated herein.

                  5.1.5    Brokers, Finders.

Purchaser  has not  retained  any  broker  or  finder  in  connection  with  the
transactions  contemplated herein and is not obligated and has not agreed to pay
any brokerage or finder's commission, fee or similar compensation.

                  5.1.6    Approvals, etc.

All consents, approvals,  authorizations and orders (corporate,  governmental or
otherwise)  necessary  for the due  authorization,  execution  and  delivery  by
Purchaser  of  this  Agreement  and  the   consummation   of  the   transactions
contemplated  hereby have been obtained or will be obtained prior to the Closing
Date.

                  5.1.7    No Knowledge of Misrepresentations or Omissions.

The Purchaser has no actual knowledge that the representations and warranties of
the Sellers and IP Seller in this  Agreement  and the Schedules are not true and
correct in all material  respects,  and the Purchaser has no actual knowledge of
any  material  errors in, or  material  omissions  from,  any  Schedule  to this
Agreement.

                  5.1.8    Acknowledgement by the Purchaser.

Purchaser  acknowledges  that,  prior to Closing,  it will have conducted to its
satisfaction,  based upon the schedules to this Agreement,  an investigation and
verification of the financial condition,  results of operations of the Business,
the Purchased Assets,  and Assumed  Liabilities and, in making its determination
to proceed with the transactions  contemplated by this Agreement,  the Purchaser
will have relied  solely on the results of its  investigation  and review of the
schedules  to this  Agreement  and the  representations  and  warranties  of the
Sellers and IP Seller expressly and specifically set forth in Article IV hereof.


                       ARTICLE 6. COVENANTS AND AGREEMENTS

6.1      Employee Matters.

                  6.1.1    Employment Status.

     (a)  For eighteen (18) days after the Closing Date,  Seller shall retain as
          its employees all Employees of the Business, both salaried and hourly,
          who are actively at work on the Closing Date.  Purchaser shall, within
          18 days after the Closing Date, make an offer of employment to no less
          than [**] of such Employees.  Those Employees who accept such offer of
          employment shall be referred to herein as the "Transferred Employees".
          Purchaser's  employment of the Transferred Employees shall commence no
          later than 18 days after the Closing Date. The  Transferred  Employees
          shall remain employees of Sellers until such time, and Purchaser shall
          reimburse  Sellers for any and all out of pocket expenses  (including,
          without limitation,  wages,  salaries,  commissions and benefits,  and
          employee  benefit  plan  contributions  not to  exceed  [**]%  of base
          prorated  salary)  incurred by Sellers with respect to the Transferred
          Employees  from the Closing Date through the date each of them becomes
          an employee of Purchaser.  If such  reimbursement has not already been
          made, it shall be made at the same time the difference between Current
          Net Assets and Final Net Assets is paid under Section 2.2.2 hereof, by
          setoff  against   amounts   payable  under  2.2.2,   if   appropriate.
          Notwithstanding  anything to the contrary in this Section  6.1.1,  the
          Transferred Employees shall be considered to be employed "at will" and
          nothing shall be construed to limit the ability of Purchaser or any of
          its Affiliates to terminate any  Transferred  Employee at any time for
          any reason,  or to change their terms and  conditions  of  employment,
          including, but not limited to, the levels of compensation and pension,
          welfare and/or fringe  benefits  plans,  programs or  arrangements  in
          effect after the date of hire.

     (b)  Except as provided in Section 6.1.1(a), above, neither the Sellers nor
          the IP Seller  shall be  responsible  for  wages,  salaries  and other
          employee  benefits  for  Transferred  Employees  for  service  of such
          Transferred   Employees  with   Purchaser   after  the  Closing  Date.
          Transferred   Employees  shall  cease  active  participation  in  each
          Employee  Benefit Plan of Sellers and/or IP Seller on the Closing Date
          and no  additional  benefits  shall  be  accrued  thereafter  for such
          employees.

     (c)  Purchaser  shall be responsible for COBRA Coverage for any Transferred
          Employee (and such  Transferred  Employee's  qualified  beneficiaries)
          whose  qualifying  event  occurs at or after the  Closing  Date to the
          extent required by law and all severance obligations.

     (d)  Purchaser  shall be  responsible  for any  severance  obligations  and
          liabilities with respect to the Transferred  Employees  accruing after
          they become Purchaser's employees.  Purchaser shall not be responsible
          for any of Seller's severance obligations and liabilities with respect
          to the Transferred  Employees  accruing before they became Purchaser's
          employees.

     (e)  Should Purchaser fail to make offers of employment to at least [**] of
          the  Employees of the  Business,  both  salaried  and hourly,  who are
          actively at work on the Closing Date,  then Purchaser  shall reimburse
          Sellers  the  following  amount:   the  average   severance   benefits
          (exclusive of special, non-standard severance payments paid to certain
          employees) paid by Sellers to Employees of the Business to whom offers
          of  employment  were not  made by  Purchaser  (which  will be the same
          benefits  that  were paid  under the  severance  plan  implemented  by
          SimplexGrinnell  L.P.  after its  acquisition  by Tyco  International)
          multiplied  by the  difference  between  [**] and the total  offers of
          employment  made by Purchaser to  Employees of the  Business.  If such
          reimbursement  has not already been made, it shall be made at the same
          time the difference  between  Contract Net Assets and Final Net Assets
          is paid under Section 2.2.2 hereof,  by setoff against amounts payable
          under 2.2.2, if appropriate.

                  6.1.2   Liability with Respect to Certain Benefit Obligations.

Sellers shall retain all liability,  responsibility  and  obligations  under the
Seller's  respective employee benefit plans and arrangements with respect to any
amounts  payable or benefits to be provided to any Employee,  former employee or
beneficiary  thereof for  payments,  services,  benefits,  materials or supplies
incurred, provided or received there under by any Employees, former employees or
beneficiaries thereof prior to the Closing Date. For purposes of this Agreement,
the  following  claims  shall be deemed to be  incurred  provided or received as
follows:  (i) life,  accidental  death and  dismemberment  and  business  travel
accident  insurance  benefits,  upon the death or  accident  giving rise to such
benefits, (ii) health, dental and/or prescription drugs benefits, upon provision
of such  services,  materials  or  supplies,  (iii)  in the  case  of  long-term
disability  benefits,  the later of when the  disability  is  determined to have
occurred  or when the  employee  ceases  active  employment  as a result  of the
disability; and (iv) in the case of workers' compensation, when the event giving
rise to such  claim  arises.  Purchaser  shall  assume  liability  for  employee
benefits in respect of Transferred Employees, which benefits relate to payments,
services,  benefits, materials and supplies incurred, provided or received after
they become Purchaser's employees.

                  6.1.3    Required Documentation.

In connection with the implementation of this Section 6.1, Sellers and Purchaser
shall cooperate in the preparation and filing of all  documentation  required to
be filed with the Internal  Revenue  Service,  the United  States  Department of
Labor, or any other applicable governmental agency or authority.

         6.2      Press Release; Disclosures.

Except as required by law, none of the Sellers, IP Seller nor Purchaser, without
the prior written  consent of the other parties,  will make any press release or
any similar public announcement concerning the transactions contemplated hereby.
Except as required by law, no written or oral announcement or private disclosure
with respect to the transactions  contemplated hereby will be made, either prior
to or after the  Closing,  to any  person  unrelated  to  Sellers,  IP Seller or
Purchaser  unless  jointly  approved by  Sellers,  IP Seller and  Purchaser.  If
disclosure is required by law, the disclosing party shall use reasonable efforts
to consult in advance  with the other party and attempt in good faith to reflect
such other party's reasonable concerns in the required disclosure.

         6.3      Books and Records and Information.

                  6.3.1    Inspection of Documents.

Purchaser  agrees that all documents  delivered to Purchaser by Sellers pursuant
to this Agreement and all documents of the Business (including,  but not limited
to, files,  books and records) shall after the Closing be open for inspection by
representatives  of  Sellers  at any time  during  regular  business  hours  for
reasonable and necessary  purposes until such time as documents are destroyed or
possession  thereof is given to the other party as provided for in Section 6.3.2
hereof and that  Sellers may during such period at its expense  make such copies
thereof as it may reasonably request.  Sellers agree that all documents that are
retained by Sellers  after the Closing Date and that are related to the Business
(other  than  tax  records  of  Sellers)   shall  be  open  for   inspection  by
representatives  of Purchaser at any time during  regular  business  hours until
such time as documents are  destroyed or  possession  thereof is given up to the
other party as  provided  for in Section  6.3.2  hereof and that  Purchaser  may
during such period at its expense make such copies  thereof as it may reasonably
request.

                  6.3.2    Destruction of Documents.

Without limiting the generality of Section 6.3.1 hereof,  for a period ending on
the sixth  anniversary of the Closing Date,  neither Purchaser nor Sellers shall
destroy or give up  possession  of any item  referred to in Section 6.3.1 hereof
without first  offering to the other the  opportunity,  at such other's  expense
(but without any other payment), to obtain the same. Thereafter each party shall
be free to dispose of them as it deems fit.

         6.4      Tax Matters.

                  6.4.1    Taxes Through Closing Date.

Sellers shall be  responsible  for all Taxes with respect to the Business for or
pertaining to all periods up to and  including  the Closing Date,  and Purchaser
shall  be  responsible  for  all  Taxes  with  respect  to the  Business  for or
pertaining  to all periods  thereafter  except that any Taxes  imposed  upon the
ownership of property on a particular  date,  or similar tax,  shall be prorated
over the period ending on the Closing Date and the period thereafter.  Any claim
for  indemnification  hereunder  shall be subject to the procedures set forth in
Section 9.4 hereof.

                  6.4.2    Cooperation and Exchange of Information.

Purchaser shall provide Sellers with such cooperation and information as Sellers
reasonably may request with respect to the filing of any Return,  amended Return
or claim for refund,  the  determination of a liability for Taxes, or a right to
refund of Taxes,  or the conduct of any audit or other  proceeding in respect of
Taxes.  Such cooperation and information  shall include  providing copies of all
relevant Returns,  together with accompanying schedules and related work papers,
documents relating to rulings or other determinations by taxing authorities, and
records concerning the ownership and tax basis of property,  which Purchaser may
possess concerning the Business. Purchaser shall make its employees available to
Sellers on a mutually  convenient basis to provide  explanation of any documents
or information  provided  hereunder.  Notwithstanding  the foregoing,  Purchaser
shall not be required to prepare any documents, or determine any information not
then in its  possession  in  response  to a request  under this  Section  6.4.2.
Sellers  shall  reimburse  Purchaser  for  any  reasonable  out-of-pocket  costs
incurred  by  Purchaser  in  providing  any Return,  document  or other  written
information,  and shall  reimburse  Purchaser for any  reasonable  out-of-pocket
costs  (including  regular  wages,  salaries and  traveling  expenses) of making
employees  available,  upon receipt of reasonable  documentation  of such costs.
Except as otherwise  provided in Section 1.2(c) hereof,  Purchaser  shall retain
all  Returns,  schedules  and work  papers  and all  material  records  or other
documents relating thereto, until the expiration of the period of time beginning
on the  Closing  Date and  ending  on the date on which  taxes  may no longer be
assessed  under the applicable  statutes of limitation,  including the period of
waivers or extensions thereof. Any information obtained under this Section 6.4.2
shall be kept confidential,  except as may be otherwise  necessary in connection
with the filing of returns  or claims for refund or in  conducting  any audit or
other proceeding.

                  6.4.3    Allocation/Tax Position.

The  allocation of the Purchase Price to the Purchased  Assets and  post-Closing
Tax treatment of the transaction shall be in accordance with Section 1060 of the
Code and shall be reported on IRS Form 8594.  No party  hereto  shall assert any
position inconsistent therewith at any time after the Closing.

         6.5      Non-Competition.

     (a)  Sellers  agree that, as part of the  consideration  for the payment by
          Purchaser  of  the  Purchase  Price,   for  a  period  of  [**]  years
          immediately following the Closing Date: (i) neither Sellers nor any of
          their  respective   divisions  or  subsidiaries   will,   directly  or
          indirectly,  operate,  perform,  have any  interest in or otherwise be
          engaged in or concerned with a business which develops,  manufactures,
          prepares, sells, installs or distributes products or performs services
          in competition with the Business; and (ii) no affiliate of the Sellers
          will, directly or indirectly,  operate,  perform, have any interest in
          or  otherwise  be  engaged  in or  concerned  with  a  business  which
          develops,  manufactures,  prepares,  sells,  installs  or  distributes
          products or performs  services in competition with the Business within
          the  United  States  and  Canada.  For these  purposes,  ownership  of
          securities of a company whose  securities are publicly  traded under a
          recognized  securities exchange not in excess of [**]% of any class of
          such  securities  shall  not  be  considered  to be  competition  with
          Purchaser.

     (b)  Each Seller acknowledges that the restrictions on its activities under
          Section 6.5(a) hereof are necessary for the  reasonable  protection of
          Purchaser and constitute a material inducement to Purchaser's entering
          into and performing this Agreement.  Each Seller further acknowledges,
          stipulates and agrees that a breach of such obligations will result in
          irreparable  harm and  continuing  damage to Purchaser for which there
          will be no adequate remedy at law and further agrees that in the event
          of any breach of said  obligations and  agreements,  Purchaser and its
          successors  and assigns will be entitled to  injunctive  relief and to
          such other relief as is proper under the circumstances.

     (c)  Notwithstanding anything in this Section 6.5 to the contrary,  nothing
          herein shall prevent a Seller or any of its affiliates from purchasing
          or otherwise acquiring a diversified company (an "Acquired  Business")
          if not more than  [**]  percent  [**]% of the  sales of such  Acquired
          Business  (based on its most recent annual  financial  statements) are
          derived from activities that compete with the Business as it exists on
          the Closing Date (such part of the Acquired  Business,  the "Competing
          Business"); provided, however, that such Seller or its affiliate shall
          contact  Purchaser  within  [**] days  after the  acquisition  of such
          Acquired  Business and offer  Purchaser the opportunity of negotiating
          in good faith the  purchase of the  Competing  Business.  The purchase
          price for the Competing Business would be the fair market value of the
          Competing Business,  as determined by an independent  appraiser with a
          national  reputation.  In the event that  Purchaser  and such  Seller,
          acting in good faith, fail to agree on the terms of a sale transaction
          are unable to enter into a  definitive  agreement  for the sale of the
          Competing Business after a period of [**] days following such Seller's
          notification to Purchaser,  the provisions of Section 6.5(a) shall not
          apply to such  Competing  Business  and such  Seller or its  affiliate
          shall be able to retain such  Competing  Business  without any further
          obligation  to  Purchaser  under this Section 6.5 with respect to such
          Competing Business.

         6.6      Related Transaction.

Sellers  and  Purchaser  acknowledge  that they have  reached  an  agreement  in
principle  pursuant to which  Purchaser,  directly or indirectly,  will purchase
those assets  associated  with the business of developing,  marketing,  selling,
supporting and  maintaining  workforce  management  software and data collection
systems in  Australia.  The  purchase  price shall be $[**] U.S.,  the terms and
conditions shall be substantially  equivalent to those contained herein, and the
transaction  shall be subject  only to  obtaining  necessary  approval  from the
Australian Competition and Consumer Commission and completion of the Purchaser's
commercially  reasonable  confirmatory  due diligence.  Purchaser shall promptly
apply for and diligently  pursue such approval,  and Sellers shall  cooperate in
such process as reasonably necessary. All cost and expenses associated with such
approval  shall be borne by the Purchaser.  Until such time as such  transaction
shall be consummated,  Sellers  Australian  subsidiary shall have the unfettered
right to conduct  the  aforesaid  business  in  Australia,  notwithstanding  the
implication of any provision hereof to the contrary.

         6.7      Leases.

For 18 days  after the  Closing  Date,  the  Purchaser  shall  have the right to
designate  to the  Sellers  in  writing  the  facilities  currently  used by the
Business  where the  Purchaser  desires  to lease  space.  Upon  receipt of such
designations, if any, the Sellers and Purchaser shall negotiate in good faith to
enter into lease  agreements  for each  designated  facility.  The  Sellers  and
Purchaser  agree that each such lease  agreement,  in addition to containing the
customary terms and conditions for such lease agreements, shall provide that the
Purchaser shall have a right to lease space in such designated  facilities (with
the  telephone  and  business  equipment,   furniture  and  fixtures  associated
therewith)  for a  period  of up to 12  months  after  the  Closing  Date  at an
aggregate  monthly  rate,  which  would  include  but not be  limited  to taxes,
utilities,  insurance,  and operating expenses,  equal to the product of (i) the
number  of  Transferred  Employee  and  (ii)  [**]  Dollars  ($[**]).

         6.8  Tyco International of Canada Ltd. Pro Forma Balance Sheet.

Sellers shall, within 18 days after the Closing Date, deliver to Purchaser a pro
forma balance sheet for Tyco  International of Canada Ltd. in the form and as of
the date of the pro  forma  balance  sheet of  SimplexGrinnell  L.P.  heretofore
delivered to the Purchaser pursuant to Section 4.1.3.


              ARTICLE 7. CLOSING DATE; CONDITIONS AND TRANSACTIONS

         7.1      Closing Date and Place.

The  consummation of the sale and purchase of the Business  contemplated by this
Agreement  (the  "Closing")  will take place at the offices of  Purchaser at 297
Billerica Road,  Chelmsford,  Massachusetts 01824 at 10:00 a.m. time on December
28, 2001 or such other date as the parties  shall  mutually  agree to in writing
(the  "Closing  Date").  The  parties  hereto  agree  that  the  Closing  may be
effectuated by facsimile.


                          ARTICLE 8. CLOSING DOCUMENTS

         8.1      Sellers' and IP Seller's Obligations.

On the Closing Date, Sellers shall deliver to Purchaser  physical  possession of
all tangible  Purchased Assets and shall execute and/or deliver to Purchaser all
of the following:

                  8.1.1       Resolutions.

Copies of resolutions of Sellers and IP Seller  certified by the Secretary or an
Assistant   Secretary  of  Seller   authorizing  the  execution,   delivery  and
performance of this Agreement and the transactions contemplated hereby.

                  8.1.2       Bill of Sale.

A bill of sale,  duly  executed by  Sellers,  in form and  substance  reasonably
satisfactory to counsel for Purchaser, sufficient to convey, transfer and assign
to Purchaser  all right,  title and  interest of Seller in and to the  Purchased
Assets free and clear of liens,  claims,  encumbrances and security interests in
accordance with this Agreement.

                  8.1.3    Assignments.

Assignments  of  the  Intellectual  Property  Rights,  Sales  Orders,   Accounts
Receivable,  Unfilled Purchase Orders, Contracts,  Personal Property Leases, the
Real Property Lease,  and Licenses and Permits,  duly executed by Sellers and IP
Seller, as appropriate, in form and substance reasonably satisfactory to counsel
for Purchaser,  and all consents which Sellers are able to obtain therefore,  or
permitted  alternate  arrangements with respect thereto,  such consents to be in
form and substance reasonably satisfactory to counsel for Purchaser.

                  8.1.4    Waivers and Releases of Security Interest

Sellers will deliver to Purchasers waivers and releases of security interests in
substantially the form of Exhibit 8.1.4 hereto;

                  8.1.5    Source Code and Executable Code

Sellers will deliver to Purchaser the complete  source code and executable  code
for WinSTAR and eForce  Software,  and the complete  source code and  executable
code for the Custom  software,  within five (5) business days after the Closing,
as further described in Section 1.1.2(b) of this Agreement;

                  8.1.6    Certificates of Good Standing

Sellers will deliver to Purchaser a  Certificate  of Good Standing or comparable
document,  stating  that  each of  Sellers  and IP  Seller  is a duly  qualified
corporation and is in good standing in the jurisdiction of its incorporation.

                  8.1.7    Opinions of Counsel

Each of Sellers  and IP Seller will  provide  the opinion of general  counsel of
SimplexGrinnell L.P. in form and substance reasonably satisfactory to Purchaser.

                  8.1.8    Other

         8.2      Purchaser's Obligations.

At the Closing, Purchaser shall deliver to Sellers and IP Seller the following:

                  8.2.1       Resolutions.

Copies of  resolutions  of Purchaser  certified by the Secretary or an Assistant
Secretary of Purchaser,  authorizing the execution,  delivery and performance of
this Agreement and the transactions contemplated hereby.

                  8.2.2       Assumption Agreement.

An assignment and assumption agreement,  duly executed by Purchaser, in form and
substance reasonably  satisfactory to counsel for Sellers,  sufficient to effect
the assumption by Purchaser of the Assumed Liabilities.

                  8.2.3       Payment.

Funds in the  amounts  and  payable as set forth in  Section  2.1 hereof and all
other payments  required to be made by Purchaser on or prior to the Closing Date
pursuant to the provisions of this Agreement.

         8.3      Joint Obligations.

The parties will deliver to each the other the certificates, records, schedules,
and the other documents required by the terms of this Agreement.


                           ARTICLE 9. INDEMNIFICATION

         9.1      Indemnification by Sellers; IP Seller .

                  9.1.1    Indemnification by Sellers

Subject to the limits set forth in this Article 9, Sellers  agree to  indemnify,
defend and hold  Purchaser  and each of  Purchaser's  shareholders,  affiliates,
officers,  directors,  employees,  agents, successors and assigns (Purchaser and
such  persons  are   collectively   hereinafter   referred  to  as  "Purchaser's
Indemnified  Persons"),  harmless  from and against any and all loss,  expenses,
liability,  damage or  deficiency  (including,  but not  limited  to,  interest,
penalties,  costs of preparation and  investigation,  and reasonable  attorneys'
fees) (collectively  "Losses") that Purchaser's  Indemnified Persons may suffer,
sustain,  incur  or  become  subject  to,  arising  out of or due  to:  (a)  any
inaccuracy  of any  representation  of Sellers in Section 4.1; (b) the breach of
any warranty of Sellers in Section 4.1; (c) the non-fulfillment of any covenant,
undertaking,  agreement or other obligation of Sellers under this Agreement;  or
(d) any Excluded Liability.

                  9.1.2    Indemnification by IP Seller

Subject  to the  limits  set  forth  in this  Article  9, IP  Seller  agrees  to
indemnify,  defend and hold Purchaser's  Indemnified Persons,  harmless from and
against  any and all Losses  that  Purchaser's  Indemnified  Persons may suffer,
sustain,  incur  or  become  subject  to,  arising  out of or due  to:  (a)  any
inaccuracy of any  representation of IP Seller in Section 4.2; (b) the breach of
any  warranty  of IP Seller in Section  4.2; or (c) the  non-fulfillment  of any
covenant,  undertaking,  agreement or other  obligation  of IP Seller under this
Agreement.

         9.2      Indemnification by Purchaser.

Subject  to the  limits  set  forth  in this  Article  9,  Purchaser  agrees  to
indemnify,  defend and hold  Sellers and IP Seller and each of their  respective
affiliates,  officers,  directors,  employees,  agents,  successors  and assigns
(Sellers, IP Seller and such persons are hereinafter collectively referred to as
"Seller's and IP Seller's Indemnified  Persons"),  harmless from and against any
and all Losses that  Sellers'  and IP Seller's  Indemnified  Persons may suffer,
sustain, incur or become subject to arising out of or due to: (a) any inaccuracy
of any  representation  of  Purchaser in this  Agreement;  (b) the breach of any
warranty  of  Purchaser  in  this  Agreement;  (c)  the  non-fulfillment  of any
covenant,  undertaking,  agreement or other  obligation of Purchaser  under this
Agreement,   including  but  not  limited  to,  the  discharge  of  the  Assumed
Liabilities;  (d) the manufacture,  sale,  shipment or other distribution of the
products of the Business by Purchaser after the Closing Date; (e) the ownership,
operations or control of the Business  after the Closing Date;  (f)  Purchaser's
obligations under the Commitments; or (g) assumed liabilities.

         9.3      Survival of Representations and Warranties; Deductible.

The several  representations  and  warranties  of the parties  contained in this
Agreement or in any document delivered pursuant hereto and the parties' right to
indemnity in  accordance  with this Article 9 shall survive the Closing Date and
shall  remain in full force and effect  thereafter  for a period of twelve  (12)
months  after  the  Closing  Date and shall be  effective  with  respect  to any
inaccuracy therein or breach thereof, notice of which shall have been duly given
within  such twelve (12) months  period in  accordance  with  Section 9.4 hereof
after which twelve (12) months period they shall  terminate and be of no further
force or effect.  Notwithstanding  the foregoing,  Purchaser may give notice of,
and make a claim relating to, and shall be  indemnified  in connection  with (i)
the breach of the  representations  and  warranties  contained in Section 4.1.14
hereof,  at any time and (ii) the breach of the  representations  and warranties
contained in Section  4.2.5  hereof,  twenty-four  (24) months after the Closing
Date and shall be  effective  with respect to any  inaccuracy  therein or breach
thereof,  notice of which  shall have been duly given  within  such  twenty (24)
months  period in  accordance  with  Section 9.4 hereof  after which twenty (24)
months  period  they  shall  terminate  and be of no further  force or  effect..
Anything to the contrary contained herein  notwithstanding,  neither party shall
be entitled to any recovery from the other party with respect to any  inaccuracy
or breach of such warranties or  representations  unless and until the amount of
such Loss suffered,  sustained or incurred by the asserting  party,  or to which
such party becomes subject, by reason of such inaccuracy or breach, shall exceed
[**] Dollars ($[**])  calculated on a cumulative  basis and not a per item basis
(the "Basket Amount"),  and then only with respect to the excess over the Basket
Amount  but  in no  event  shall  any  Seller  or  IP  Seller,  individually  or
collectively, be liable to the Purchaser in an aggregate amount in excess of the
[**] Dollars ($[**]) (the "Cap").

         9.4      Notice and Opportunity to Defend.

If there occurs an event that either  party  asserts is an  indemnifiable  event
pursuant to Sections 9.1 or 9.2 hereof, the party seeking  indemnification  (the
"Indemnitee") shall notify the party obligated to provide  indemnification  (the
"Indemnitor")  as soon as reasonably  possible.  If such event  involves (a) any
claim,  or (b) the  commencement  of any action or proceeding by a third person,
the  Indemnitee  will give the  Indemnitor  written  notice of such claim or the
commencement  of  such  action  or  proceeding   within  fifteen  (15)  days  of
Indemnitee's becoming aware thereof; provided, however, that delay or failure to
so notify the Indemnitor shall only relieve the Indemnitor of its obligations to
the  extent,  if at all,  that it is  prejudiced  by  reasons  of such  delay or
failure.  The Indemnitor  shall have a period of 30 days within which to respond
thereto. If the Indemnitor accepts responsibility within such 30-day period, the
Indemnitor shall be obligated to compromise or defend, at its own expense and by
counsel chosen by the Indemnitor and reasonably  satisfactory to the Indemnitee,
such  matter,  and  the  Indemnitor  shall  provide  the  Indemnitee  with  such
assurances  as may be reasonably  required by the  Indemnitee to assure that the
Indemnitor will assume and be responsible for the entire  liability at issue. If
the Indemnitor does respond within such 30-day period and rejects responsibility
for such matter in whole or in part, or does not respond,  the Indemnitee  shall
be free to  pursue,  without  prejudice  to any of its  rights  hereunder,  such
remedies as may be  available  to the  Indemnitee  under  applicable  law at the
Indemnitor's  expense.  The  Indemnitee  agrees  to  cooperate  fully  with  the
Indemnitor and its counsel in the defense  against any such asserted  liability.
In  any  event,  the  Indemnitee  shall  have  the  right  to  participate  in a
non-controlling  manner and at its own expense in the  defense of such  asserted
liability.  Any compromise of such asserted  liability by the  Indemnitor  shall
require the prior written  consent of the  Indemnitee  and until such consent is
obtained the Indemnitor  shall continue the defense of such asserted  liability.
If,  however,  the  Indemnitee  refuses  its  consent  to a bona  fide  offer of
settlement that the Indemnitor wishes to accept,  the Indemnitee may continue to
pursue such matter,  free of any  participation  by the Indemnitor,  at the sole
expense of the  Indemnitee.  In such event,  the obligation of the Indemnitor to
the  Indemnitee  shall be equal to the  lesser of (i) the amount of the offer of
settlement which the Indemnitee refused to accept plus the costs and expenses of
the Indemnitee  prior to the date the Indemnitor  notifies the Indemnitee of the
offer of settlement,  and (ii) the actual out-of-pocket amount the Indemnitee is
obligated  to pay as a result of the  Indemnitee's  continuing  to  pursue  such
matter.  The  Indemnitor  shall be entitled to recover from the  Indemnitee  any
additional  expenses  incurred by the  Indemnitor as a result of the decision of
the Indemnitee to pursue such matter.

         9.5      Reduction for Insurance.

The amount which the  Indemnitor is required to pay to, for, or on behalf of the
Indemnitee  pursuant  to this  Article 9 shall be  reduced  (including,  without
limitation, retroactively) by any insurance proceeds actually recovered by or on
behalf of the  Indemnitee  in reduction of the related  indemnifiable  loss (the
"Indemnifiable  Loss").  Amounts  required  to  be  paid,  as  so  reduced,  are
hereinafter  sometimes  called an "Indemnity  Payment".  If the Indemnitee shall
have received,  or if the Indemnitor shall have paid on its behalf, an Indemnity
Payment in  respect of an  Indemnifiable  Loss and shall  subsequently  receive,
directly or indirectly, insurance proceeds (which duplicate in whole or in part,
the  Indemnity  Payment)  in  respect  of  such  Indemnifiable  Loss,  then  the
Indemnitee  shall  promptly pay to the  Indemnitor  the amount of such insurance
proceeds,  or, if less, the amount of the Indemnity Payment.  The parties hereto
agree  that the  foregoing  shall  not  affect  the  subrogation  rights  of any
insurance companies making payments hereunder.


                            ARTICLE 10. MISCELLANEOUS

         10.1     Expenses.

Except as otherwise  set forth in this  Agreement and except that a party not in
breach of this Agreement shall be entitled to recover from a breaching party all
expenses and costs incurred by the non-breaching  party by reason of such breach
(including,  without  limitation,  all legal  expenses  and costs),  each of the
parties  hereto shall pay its own expenses and costs  incurred or to be incurred
by it in negotiating, closing and carrying out this Agreement.

         10.2     Notices.

All  notices,   requests,  demands  and  other  communications  given  hereunder
(collectively,  "Notices") shall be in writing and personally delivered, sent by
facsimile  or mailed by  registered  or  certified  mail,  postage  prepaid,  as
follows:

     (a)          If to Sellers at:

                  SimplexGrinnell L.P.
                  100 Simplex Drive
                  Westminster, MA  01441
                  Attention : President
                  fax:  (978) 731- 4739


                  with a copy to:

                  SimplexGrinnell L.P.
                  100 Simplex Drive
                  Westminster, MA  01441
                  Attention: General Counsel
                  Fax:  (978) 731-7386

     (b)          If to IP Seller at:

                  ADT Services AG
                  Schwertstrasse 9
                  CH-8200, Schaffhausen Switzerland
                  Attention: Managing Director
                  Fax:  41 52 633 02 59


     (c)          If to Purchaser at:
                  Kronos Incorporated
                  297 Billerica Road
                  Chelmsford, MA 01824
                  Attention: Vice President - Finance & Administration
                  Facsimile: 978 256 5896

                  with a copy to:
                  Kronos Incorporated
                  297 Billerica Road
                  Chelmsford, MA 01824

                  Attention: General Counsel
                  Facsimile: 978 256 3222

     (d)  All  Notices  shall be deemed  delivered  when  actually  received  if
          personally  delivered,  sent by  facsimile  or three days after having
          been  placed  in the  mail,  addressed  in  accordance  with  Sections
          10.2(a),  (b) and (c) hereof,  as the case may be,  provided  that any
          notice sent by facsimile must  immediately be placed in the mail. Each
          of the parties shall  hereafter  notify the other in  accordance  with
          this Section 10.2 of any change of address to which notice is required
          to be mailed.

         10.3     Counterparts.

This Agreement may be executed simultaneously in two or more counterparts,  each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

         10.4     Entire Agreement.

This  Agreement  constitutes  the  entire  agreement  between  the  parties  and
supersedes any prior understandings,  agreements, or representations by or among
the  parties,  written  or oral,  to the extent  they  related in any way to the
subject matter hereof.

         10.5     Headings.

The headings  contained in this  Agreement are for  reference  purposes only and
shall not affect the meaning or interpretation of this Agreement.

         10.6     Assignment and Amendment of Agreement.

This Agreement  shall be binding upon the  respective  successors and assigns of
the parties hereto.  This Agreement may be amended only by written  agreement of
the parties hereto, duly executed by an authorized representative of each of the
parties hereto.  Notwithstanding the forgoing, Purchaser shall have the absolute
right to assign this Agreement to an affiliate.

         10.7     Governing Law.

This  Agreement  shall be governed by and  construed  and enforced in accordance
with the laws of the state of Massachusetts applicable to contracts made in that
state,  without giving effect to the conflict of laws  principles  thereof.  The
parties  agree to  submit to the  exclusive  jurisdiction  of the  Massachusetts
courts.

         10.8     Further Assurances.

Each party agrees that it will execute and deliver,  or cause to be executed and
delivered,  on or after the date of this Agreement,  all such other  instruments
and will take all reasonable  actions as may be necessary to transfer and convey
the  Purchased  Assets to  Purchaser,  on the  terms  herein  contained,  and to
consummate the  transactions  herein  contained to effectuate the provisions and
purposes hereof.

         10.9     No Third Party Rights.

This  Agreement  is not intended and shall not be construed to create any rights
in any parties other than  Sellers,  IP Seller and Purchaser and no person shall
have any  rights as a third  party  beneficiary  hereunder,  including,  without
limitation, any rights with respect to the provisions of Section 6.1 hereof.

         10.10    Non-Waiver.

The failure in any one or more  instances of a party to insist upon  performance
of any of the terms, covenants or conditions of this Agreement,  to exercise any
right or privilege in this Agreement  conferred,  or the waiver by said party of
any breach of any of the terms,  covenants or conditions of this Agreement shall
not  be  construed  as  a  subsequent  waiver  of  any  such  terms,  covenants,
conditions, rights or privileges, but the same shall continue and remain in full
force and effect.

         10.11    Severability.

The  invalidity  of any  provision  of this  Agreement or portion of a provision
shall not affect the validity of any other  provision  of this  Agreement or the
remaining portion of the applicable provision.

         10.12    Incorporation of Schedules.

The schedules hereto are incorporated  into this Agreement and shall be deemed a
part  hereof  as if set  forth  herein  in  full.  References  herein  to  "this
Agreement" and the words "herein," "hereof" and words of similar import refer to
this  Agreement  (including  its schedules as an entirety).  In the event of any
conflict  between the  provisions  of this  Agreement  and any such schedule the
provisions of this Agreement shall control.

         10.13    Waiver of Jury Trial.

SELLERS, IP SELLER AND PURCHASER HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT
PERMITTED  BY LAW,  ALL RIGHTS TO TRIAL BY JURY IN ANY  ACTION,  PROCEEDING,  OR
COUNTERCLAIM (WHETHER BASED UPON CONTRACT,  TORT OR OTHERWISE) ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

                            [signature page follows]


<PAGE>


     IN WITNESS WHEREOF, Sellers, IP Seller and Purchaser have duly executed and
delivered this Agreement as of the day and year first above written.


SIMPLEXGRINNEL L.P.                           KRONOS INCORPORTED
By: /s/ Robert Chauvin                        By:  /s/ Paul Lacy
--------------------------------              -------------------------------
Title:  V.P.                                  Title:  Vice President, Finance
        Chief Financial Officer                       and Administration


TYCO INTERNATIONAL OF CANADA LTD.
By:  /s/  Ian S. Milne
--------------------------------
Title:  Vice President


ADT SERVICES A.G.
By:  /s/ Stephen Faciszewski
--------------------------------
Title:  Managing Director