(1) Algo Vision Plc

by Spigadoro Inc
August 4th, 1999

                               DATED July 22, 1999

                               (1) ALGO VISION PLC


                                   (2) IAT AG


                          SECOND SUBSCRIPTION AGREEMENT


                                Baker & McKenzie
                              100 New Bridge Street
                                    EC4V 6JA
                              Tel: (0171) 919 1000
                              Fax: (0171) 919 1999
                                  Ref: CJC/KHW

THIS AGREEMENT is made the 22nd day of July, 1999


(1)  ALGO VISION PLC, a company registered in England and Wales with registered
     number 3794223 whose registered office is at 2 Serjeants' Inn, London EC4Y
     1LT (the "Company"); and

(2)  IAT AG, a company registered in Switzerland with its registered office at
     CH-5300 Turgi, Switzerland (the "Subscriber").


(A)  The Company is a public liability company incorporated in England and Wales
     with an authorised share capital of (pound)200,000 divided into 20,000,000
     shares of 1 p each ("Shares"), of which 7,000,000 Shares have been issued
     and are fully paid up or credited as fully paid as at the date of this

(B)  Pursuant to a Share Exchange and Subscription Agreement of even date
     herewith the Subscriber has subscribed for 500,000 Shares.

(C)  The Company intends to apply for the admission ("Admission") to the trading
     system operated by the European Association of Securities Dealers Automated
     Quotation NV/SA ("EASDAQ") of 14,464,654 Shares consisting of the whole of
     its issued ordinary share capital and the shares forming part of its
     authorised but unissued share capital sufficient to satisfy obligations to
     issue further shares which it has assumed as at the date of Admission. For
     this purpose an admission document expected to be dated on or about 8 July
     1999 (the "Admission Document") has been prepared and a copy of proof 14
     thereof has been supplied to IAT.

(D)  IAT AG wishes to subscribe for an additional 250,000 Shares in
     consideration for the payment of $2,500,000 to the Company.


1.   This Agreement is conditional upon Admission occurring by no later than 31
     July 1999 or such later date as the Parties may agree.

2.   On the date (the "Allotment Date"), which shall be a date notified by the
     Company to the Subscriber in writing no earlier than 14 calendar days after
     Admission and no later than 30 calendar days after Admission (or such other
     dates as the parties may agree), the Subscriber shall subscribe in cash
     for, and the Company shall issue and allot to the Subscriber, 250,000
     Shares (the "Subscription Shares") at a price of US$10 (ten United States
     Dollars) per Share (the "Subscription"). The Subscription Shares shall be
     issued as fully paid and shall rank pari passu in all respects with the
     existing ordinary shares of the Company in issue on the Allotment Date.

     Such written notice by the Company to the Subscriber shall be given at
     least two clear business days prior to the Allotment Date and shall be by
     fax to:

                                Finance Director
                                     IAT AG
                                (41) 26 921 00 93

     For the purposes of this agreement, "business day" shall mean a day which
     banks are open for business in New York, Zurich and London.

3.   On the Allotment Date, the Subscriber shall pay to the Company a total sum
     of US$2,500,000 (two million five hundred thousand United States Dollars)
     in immediately available funds in consideration for the issue and allotment
     to it of the Subscription Shares such payment shall be made by wire
     transfer to a US dollar account of the Company with


     Lloyds TSB plc, the details of which are provided by the Company to the
     Subscriber within twelve (12) calendar days of Admission.

4.   The Company warrants that:

     4.1. the Subscription Shares shall be allotted and issued fully paid up and
          in accordance with the memorandum and articles of association of the

     4.2. the Company is a public limited liability company, duly organised,
          validly existing, and in good standing; by "good standing" (a phrase
          which has no recognised meaning under English law) it is meant that,
          according to the certificate of the Registrar of Companies, the
          Company has, according to the documents on the file of the Company in
          the custody of the Registrar, been in continuous and unbroken
          existence since the date of its incorporation and no action is
          currently being taken by the Registrar for striking the Company off
          the register and dissolving it as defunct, and as far as the Registrar
          is aware the Company is not in liquidation or subject to an
          administration order and no receiver or manager of the Company's
          property has been appointed. The Company has all requisite corporate
          power to function as a holding company. Complete copies of the
          Company's memorandum and articles of association, as amended, have
          been delivered to Subscriber;

     4.3. the execution, delivery and performance of this Agreement is within
          the legal capacity and power of the Company and has been duly
          authorised by all requisite corporate action on the part of the
          Company. This Agreement is a legal, valid and binding obligation of
          the Company enforceable against the Company in accordance with its
          terms, except insofar as its enforcement may be limited by (a)
          bankruptcy, insolvency, moratorium or similar laws affecting the
          enforcement of creditors' rights generally and (b) equitable
          principles limiting the availability of equitable remedies, All
          persons who executed this Agreement on behalf of the Company have been
          duly authorised to do so;

     4.4. as of the date hereof, the Company has an authorised share capital of
          (pound)200,000 divided into 20,000,000 shares of l pence each of which
          7,000,000 shares are issued and fully


          paid. Except as disclosed in the Admission Document, the Company does
          not have outstanding any subscriptions, options, rights, warrants,
          convertible securities or other agreements or commitments to issue, or
          contracts or any other agreements obligating the Company to issue any
          shares of any class or kind, or securities convertible into shares;

     4.5. neither the execution of this Agreement nor the consummation of the
          transactions contemplated herein will conflict with, violate or result
          in a breach or constitute a default (or an event which, with notice or
          lapse of time or both, would constitute a default), or result in the
          termination of, or accelerate the performance required by, or result
          in the creation of any lien or encumbrance upon any of the assets of
          the Company under, any provision of any memorandum, articles of
          association, indenture, mortgage, lien, lease, agreement, contract,
          instrument, or any other restriction of any kind or character to which
          the Company is subject or by which the Company is bound, or require
          the consent of any third party or governmental agency;

     4.6. the Company has power under its Memorandum and Articles of
          Association, and the directors of the Company will be duly authorised,
          to allot and issue the Subscription Shares and all other
          authorisations, approvals and consents required by the Company to
          allot and issue the Subscription Shares pursuant to this Agreement
          have been obtained and become unconditional and are in full force and
          effect; and

     4.7. the unaudited pro forma opening balance sheet of the Company as at 31
          December 1998 which has been provided to Subscriber, fairly represents
          the financial position of the Company as of that date and the Company
          has no liabilities (whether absolute, actual, contingent or otherwise)
          as at 31 December 1998 which were required to be reflected in and
          disclosed in such balance sheet in accordance with UK GAAP and which
          were not so reflected.

5.   If for any reason Admission has not taken place by 31 July 1999, this
     Agreement shall terminate without liability to either party.


6.   Each party shall bear their respective costs and expenses arising from or
     in connection with the Subscription.

7.   This Agreement is governed by English law and the parties submit to the
     non-exclusive jurisdiction of the English Courts for the purpose of
     enforcing any claims arising under this Agreement.


IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and
year first above written.

SIGNED by                                   )
for and on behalf of                        )         /s/ Viktor Vogt
ALGO VISION PLC                             )
in the presence of:                         )

SIGNED by                                   )
for and on behalf                           )         /s/ Klaus Grissemann
IAT AG                                      )
in the presence of:                         )