1 Exhibit 2.3 SETTLEMENT AGREEMENT THIS AGREEMENT MADE AS OF THE 31ST DAY OF AUGUST 2000 BETWEEN:Settlement Agreement • January 18th, 2001 • Xbox Technologies Inc • Industrial instruments for measurement, display, and control • Minnesota
WARRANT FOR PURCHASE OF COMMON STOCK OF NICOLLET PROCESS ENGINEERING, INC. AUGUST 31, 1997Nicollet Process Engineering Inc • December 1st, 1997 • Industrial instruments for measurement, display, and control
AGREEMENT ANDAgreement and Plan of Merger • July 9th, 2001 • Xbox Technologies Inc • Industrial instruments for measurement, display, and control • New York
ARTICLE 1. EMPLOYMENTEmployment Agreement • November 27th, 1996 • Nicollet Process Engineering Inc • Industrial instruments for measurement, display, and control • Minnesota
RECITALSCredit and Security Agreement • December 1st, 1997 • Nicollet Process Engineering Inc • Industrial instruments for measurement, display, and control
WITNESSETH:Consulting Agreement • July 15th, 1997 • Nicollet Process Engineering Inc • Industrial instruments for measurement, display, and control • Delaware
EXHIBIT 99.4 THIS CONSULTING SERVICES AGREEMENT MADE WITH EFFECT AS OF THE 29TH DAY OF JULY, 1999. B E T W E E N: NICOLLETT PROCCESS ENGINEERING, INC. 420 North Fifth Street Suite 1040 Minneapolis, Minnesota USA 55401 Attention: President Telephone:...Consulting Services Agreement • August 13th, 1999 • Nicollet Process Engineering Inc • Industrial instruments for measurement, display, and control • Minnesota
EMPLOYMENT AGREEMENT WITHEmployment Agreement • December 31st, 1998 • Nicollet Process Engineering Inc • Industrial instruments for measurement, display, and control • Minnesota
EXHIBIT 99.3 ------------------------------------------------------------------------------ CONVERSION AGREEMENT MADE AS OF 29TH DAY OF JULY 1999 (THE "EFFECTIVE DATE") BETWEEN: NICOLLET PROCESS ENGINEERING, INC., a corporation duly incorporated under...Exhibit 99 • August 13th, 1999 • Nicollet Process Engineering Inc • Industrial instruments for measurement, display, and control • Minnesota
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 29th, 1999 • Nicollet Process Engineering Inc • Industrial instruments for measurement, display, and control • Minnesota
AND-Purchase Agreement • January 18th, 2001 • Xbox Technologies Inc • Industrial instruments for measurement, display, and control • Minnesota
1 Exhibit 10.17 CONVERSION AGREEMENT Made on the 30th day of November, 2000 as of the 31st day of August, 2000 (the "Effective Date") BETWEEN: XBOX TECHNOLOGIES, INC., a corporation duly incorporated under the laws of the State of Delaware of the...Conversion Agreement • January 18th, 2001 • Xbox Technologies Inc • Industrial instruments for measurement, display, and control • Minnesota
EXHIBIT 10.23 NONRECOURSE ASSIGNMENTAssignment • November 30th, 1998 • Nicollet Process Engineering Inc • Industrial instruments for measurement, display, and control • Minnesota
EXHIBIT 4.14 WARRANT FOR PURCHASE OF COMMON STOCK OF NICOLLET PROCESS ENGINEERING, INC. JULY 31, 1997Nicollet Process Engineering Inc • December 1st, 1997 • Industrial instruments for measurement, display, and control
EXHIBIT 2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the "Agreement"), dated as of November 7, 1997, by and among Nicollet Process Engineering, Inc., a Minnesota corporation (together with its successors, the "Company") and...Registration Rights Agreement • November 17th, 1997 • Nicollet Process Engineering Inc • Industrial instruments for measurement, display, and control • New York
1 Exhibit 10.19 LEASE AMENDMENT AGREEMENT THIS AMENDMENT AGREEMENT dated March 8, 2000, is a rider to and forms a part of the original lease (the "Lease") dated May 7, 1999, between CAMPAU BUILDING COMPANY, L.L.C., a Michigan Limited Liability company...Lease Amendment Agreement • January 18th, 2001 • Xbox Technologies Inc • Industrial instruments for measurement, display, and control
AGREEMENT FOR THE SEVENTH AMENDMENT TO A LEASE On this 26th day of August 1996, it is hereby agreed by and between HILLCREST DEVELOPMENT, a limited partnership, as Lessor, and NICOLLET PROCESS ENGINEERING INC., a Minnesota corporation, as Tenant, that...A Lease • November 27th, 1996 • Nicollet Process Engineering Inc • Industrial instruments for measurement, display, and control
ARTICLE I DEFINITIONSBorrower Agreement • July 15th, 1997 • Nicollet Process Engineering Inc • Industrial instruments for measurement, display, and control • Minnesota
RECITALSAcknowledgment and Amending Agreement • August 13th, 1999 • Nicollet Process Engineering Inc • Industrial instruments for measurement, display, and control • Minnesota
EXHIBIT 10.18 TERMINATION AGREEMENT THIS AGREEMENT, ("TERMINATION AGREEMENT") effective December 31, 1997 is by and among Nicollet Process Engineering, Inc., a Minnesota corporation located at 420 North 5th Street, Suite 1040 Ford Centre, Minneapolis,...Termination Agreement • November 30th, 1998 • Nicollet Process Engineering Inc • Industrial instruments for measurement, display, and control • Minnesota
THIS AGREEMENT, ("TERMINATION AGREEMENT") effective December 31, 1997 is by and among Nicollet Process Engineering, Inc., a Minnesota corporation located at 420 North 5th Street, Suite 1040 Ford Centre, Minneapolis, Minnesota 55401 ("NPE") and Richard Koontz residing at 260 Cimarron Road, Apple Valley, Minnesota 55124 ("KOONTZ"), and amends and is made part of the Employment Agreement that was effective as of August 31, 1996 ("EMPLOYMENT AGREEMENT").
Prepared by MERRILL CORPORATION www.edgaradvantage.com QuickLinks Exhibit 10.11 SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (the "Agreement"), dated as of August 17, 1999, is by and between Nicollet Process Engineering, Inc....Separation and Release Agreement • December 14th, 1999 • Nicollet Process Engineering Inc • Industrial instruments for measurement, display, and control • Minnesota
Prepared by MERRILL CORPORATION www.edgaradvantage.com QuickLinks EXHIBIT 10.16 LEASE AGREEMENT (Multi-Tenant Office) INDEXLease Agreement • December 14th, 1999 • Nicollet Process Engineering Inc • Industrial instruments for measurement, display, and control
Prepared by MERRILL CORPORATION www.edgaradvantage.com QuickLinks EXHIBIT 10.17 PEOPLES BUILDING LEASE This Lease is made May 7, 1999, by CAMPALT BUILDING COMPANY, L.L.C. ("Owner") and KNOWLEDGEWARE SOLUTIONS, L.L.C. ("Tenant"), who agree as follows:...Nicollet Process Engineering Inc • December 14th, 1999 • Industrial instruments for measurement, display, and control • Michigan
AGREEMENT NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which each party acknowledges, Assignor and Assignee agree as follows: 1. On the terms and subject to the...Nicollet Process Engineering Inc • July 15th, 1998 • Industrial instruments for measurement, display, and control • Minnesota
