Share Purchase Agreement

Share Purchase Agreement
















                            SHARE PURCHASE AGREEMENT



                   entered into on this 29th day of April 1997



                                 BY AND BETWEEN



                                   BARCO N.V.

                  (hereinafter referred to as the "Buyer"); and



                              ARC NETHERLANDS B.V.

                    (hereinafter referred to as the "Seller")







This share purchase agreement (hereinafter this or the "Agreement"),  is entered
into in Amsterdam on this 29th day of April 1997 by and between:

BARCO N.V., a limited liability company incorporated and existing under the laws
of Belgium with its registered office at Kortrijk, Belgium (hereinafter referred
to as the "Buyer"); and

ARC NETHERLANDS  B.V., a limited  liability  company  incorporated  and existing
under the laws of the Netherlands with its registered  office at Amsterdam,  the
Netherlands (hereinafter referred to as the "Seller").

(The Buyer and the Seller hereinafter jointly to be referred to as the "Parties"
and individually as a "Party.")

WHEREAS

A. The  Seller  is  the  legal  and  beneficial  owner  of the entire issued and
   outstanding  share  capital,  consisting  of  40  (in  words: forty) ordinary
   shares  with  a nominal value of NLG 1,000.00 (in words:  one thousand  Dutch
   guilders)  each  (hereinafter  the  "Shares"),  of  Pulsarr  Holding  B.V., a
   limited  liability  company  incorporated  and existing under the laws of the
   Netherlands  with  its principal place of business at Eindhoven  (hereinafter
   referred to as the "Company");

B. The Seller acquired under contract (the "Former  Contract") on the 1st day of
   March  1996,  80%  of  the Shares from Meijn Beheer B.V., a limited liability
   company  incorporated and existing under the laws of the Netherlands with its
   registered office at Oostzaan (hereinafter referred to as the "Former Owner")
   and acquired the remaining 20% (in words: twenty percent) of the Shares prior
   to the date of this Agreement;

C. The  Company  is  the  unencumbered  legal and beneficial owner of the entire
   issued  and  outstanding  share  capital  (hereinafter  referred  to  as  the
   "Subsidiary  Shares")  of  Pulsarr Vastgoed B.V., Pulsarr Industrial Research
   B.V. and  Pulsarr  USA,  Inc.  (hereinafter  individually  referred  to  as a
   "Subsidiary" and collectively the "Subsidiaries");

D. The  Buyer  desires to buy from the Seller and the Seller  desires to sell to
   the  Buyer,  the Shares,  a  subordinated  note and  certain  rights relating
   to certain secured accounts

NOW THEREFORE,  for and in  consideration of these premises and in reliance upon
the covenants, representations,  warranties and indemnities set forth herein and
the  execution and delivery of the Closing  Documents (as defined  hereinafter),
each Party hereto, intending to be legally bound, does hereby agree as follows:

1.1      SALE AND PURCHASE OF THE SHARES
         -------------------------------
         The Buyer  agrees to buy and  accept  transfer  from the Seller and the
         Seller agrees to sell and transfer to the Buyer, the unencumbered legal
         and beneficial title in the Shares. The Shares are sold with all rights
         appertaining thereto, including the right to receive accrued dividends,
         whether declared or not.

1.2      ASSIGNMENT OF  SUBORDINATED  NOTE, THE SECURED  ACCOUNTS AND THE FORMER
         OWNERS REPRESENTATIONS AND WARRANTIES
         -------------------------------------
         The  Seller  agrees  to cede, assign and make over to the Buyer, at the
         Closing,  all  the Seller's right, tital and interest in a subordinated
         note (the "Subordinated Note") more fully described in Schedule 1.2 (i)
         to this Agreement, which assignment the Buyer agrees to accept.

         The Seller  agrees to cede,  assign and make over to the Buyer,  at the
         Closing,  all the  Seller's  right,  title and  interest in the secured
         accounts (the "Secured  Accounts") more fully described in Schedule 1.2
         (ii) to this Agreement, which assignment the Buyer agrees to accept.

         The Seller  agrees to cede,  assign and make over to the Buyer,  at the
         Closing,  all the  Seller's  right,  title and  interest  in the Former
         Owner's  Representations  and Warranties as defined in Section 7, which
         assignment the Buyer agrees to accept.

2.       PURCHASE PRICE AND PAYMENT
         --------------------------

2.1      The purchase price for the Shares, the Subordinated Note (as defined in
         Section 1.2 of this Agreement) and the Secured  Accounts (as defined in
         Section 1.2 of this  Agreement)  as well as the  consideration  for the
         covenants  and  undertakings  of the Seller set out in this  Agreement,
         amounts to US$  8,400,000.00  (in words:  eight  million,  four hundred
         thousand  United  States  Dollars)  (hereinafter  referred  to  as  the
         "Purchase Price").

2.2      The  following  amounts  which are due by Seller to the Company will be
         set off against the  Purchase  Price.  The Buyer will  procure that the
         Company shall confirm receipt of payment of such amounts:
         NLG 208.160 being an instalment and an amount of  interest  paid by the
         Company to Mr. J. Scholt on behalf of the Seller in connection with the
         sale of Mr. Scholt's shares of the Company to the Seller
         NLG 17.860 for payment by the Company of the life insurance for 1996
         Mr. J. Scholt
         NLG 17.860 for payment by the Company of the life insurance for 1997
         Mr. J. Scholt
         NLG 10.000 for payment by the Company of the GAAP audit by Coopers &
         Lybrand.

2.3      The Buyer agrees to transfer the Purchase Price (after having  deducted
         the  amounts  in  clause  2.2)  into the  third  party  account  number
         21.33.19.241 at MeesPierson Bank in Amsterdam of the Notary (as defined
         in Section 4.2 sub c of this Agreement) for transfer by the said Notary
         to and on  the  instructions  of the  Seller  after  completion  of the
         actions at Closing  (set out in Section 4 of this  Agreement)  and upon
         the transfer of the Shares to the Buyer.

3.       CONDITIONS PRECEDENT TO CLOSING
         -------------------------------
         The Buyer's  obligation  to purchase the Shares under the terms of this
         Agreement is  conditional  on fulfilment by the Seller or waiver by the
         Buyer, of each of the following conditions by or before the Closing:

3.1      The execution of a deed of assignment to the  satisfaction of the Buyer
         relating to the Subordinated Note;

3.2      The execution of a deed of assignment to the  satisfaction of the Buyer
         relating  to the Secured  Accounts  and a notice on behalf of the Buyer
         and the Seller to ABN AMRO Bank and the Former  Owner  confirming  such
         assignment being given;

3.3      The recording in writing to the satisfaction of the Buyer of the notice
         to the Former Owner  relating to the  assignment to the Buyer of all of
         the Seller's right, title and interest to and under the representations
         and warranties provided to the Seller by the Former Owner in the Former
         Contract;

3.4      Obtaining  the  written  resignation  of  all  by  the  members  of the
         supervisory  board  and  Mr.  Jan  Scholt  in  his capacity as managing
         director  of  the  Company  and  the  Seller,  as  well  as the written
         recording of the Company's acceptance of such resignations;

3.5      Obtaining  written  recordings from the Former Owner in evidence of the
         removal of the pledge in its favour over 80% of the Shares;

3.6      Obtaining  written  acknowledgement from  Mr. Scholt in evidence of the
         removal of the pledge in his favour  over the other 20% of the Shares;

3.7      The Seller having  provided to Buyer  written  evidence that Mr. Scholt
         has been  released  from  any and all  obligations  and/or  liabilities
         pursuant to the Share Purchase  Agreement in connection with 20% of the
         Shares entered into by Mr. Scholt and the Seller.

3.8      Parties  hereto having  settled the  following  inter company accounts,
         by means of a set-off between them:

         - the amount owed by SRC Vision Inc. to the Company (estimated at
           signing at NLG 248,146) with regard to spare parts;

         - the  amount of spare  parts  not yet paid by SRC  Vision to the
           Company (estimated at signing at US $ 39,832);

         - the difference  between the amount  received by the Company and the
           amount  reimbursed  to SRC Vision Inc.  pursuant to the  Bonduelle
           agreement (estimated at signing at US $ 51,000);

         - the amount on spare parts in the  possession by SRC Vision Inc. to be
           returned to the Company (estimated at signing at US $67,576.36).

3.9      The Buyer  having  received  from the Seller the  audited  consolidated
         accounts of the Company and its  Subsidiaries  over 1996  including the
         unqualified  approval from the Company's  auditors,  not  significantly
         different  from the draft  accounts  which the Buyer  received from the
         Seller prior to execution of this Agreement attached as Schedule 3.9.

4.       ASSIGNMENT BY THE BUYER, ACTIONS AT CLOSING AND CLOSING
         -------------------------------------------------------

4.1      At any time the Buyer  will have the right to assign and  transfer  all
         its  rights  and  obligations  under this  agreement  to a  Netherlands
         limited  liability Company belonging to the Buyer's group of companies.
         The  Seller  hereby  acknowledges  and  approves  such a  transfer  and
         assignment  by the Buyer.  In case of such a transfer  and  assignment,
         Barco  NV  will  guarantee  the  performance  by  the  assignee  of its
         obligation to pay the Purchase Price provided for in this Agreement.

4.2      Parties  will use their best  efforts in order to  accomplish  that the
         conditions  precedent  to  Closing  as set  out in  Section  3 of  this
         Agreement  will be  fulfilled  no  later  than May 6th  1997.  Upon the
         fulfilment  (or waiver) of such  conditions  precedent,  the  following
         actions (hereinafter the "Closing"),  will take place at the offices of
         Loeff Claeys Verbeke in Amsterdam:

         a.    The Seller will provide the Buyer with such other  instruments or
               documents as may be necessary or  appropriate  to carry out their
               common intention as set out in this Agreement.

         b.    The  transfer  of the  Shares  from the  Seller  to the  Buyer by
               Notarial Deed under the hand of the Notary (as defined in Section
               4.2 sub c) at the  offices of Loeff  Claeys  Verbeke,  Amsterdam,
               whereupon the Buyer will instruct the said Notary to transfer the
               Purchase Price to and on the instructions of the Seller.

         c.    The  Seller  is  aware that the Dutch  civil law notary that will
               effect  the  transfer  of  the  Shares, being Mr. Gerbrand W. Ch.
               Visser  (hereinafter the "Notary") holds office at the offices of
               Loeff Claeys Verbeke,  Amsterdam, being the office of the outside
               legal advisors of the Buyer.  With regard to Sections 9 and 10 of
               the  Joint   Practice   Guidelines  for  Notaries  and  Attorneys
               ("Richtlijnen  met  betrekking  tot vormen van  samenwerking  van
               notarissen  onderling en met advocaten") of the management of the
               Royal  Fraternity of Notaries  ("Het  bestuur van de  Koninklijke
               Notariele  Broederschap"),  the Seller expressly acknowledges and
               agrees by signing this Agreement,  that the Buyer, with regard to
               this  Agreement  and all legal and other action that results from
               this  Agreement,  as well as with regard to any disputes that may
               arise from any such action or agreement,  will be  represented by
               Loeff Claeys Verbeke.

5.       SELLER'S COVENANTS TO CLOSING
         -----------------------------
         The Seller  covenants  to,  from the date of this  Agreement  up to and
         including  the  Closing,  conduct  the  business  of the Company in the
         ordinary course and in any event not to incur any long term commitments
         or any liability or expense in excess of NLG 50,000.00 (in words: fifty
         thousand Dutch  guilders) per event or  transaction,  without the prior
         written approval of the Buyer.

6.       PARTIES' COVENANTS
         ------------------

6.1      In connection  with the transfer of the Shares parties have agreed that
         they will  procure  that  certain  agency and  distribution  agreements
         entered  into by Pulsarr  Industrial  Research BV and SRC Vision  Inc.,
         listed by the Parties as soon as practically possible after the signing
         of  this  Agreement,  will  be  terminated  by one of  them  as soon as
         possible  after  closing  such  that no  agent or  distributor  will be
         representing  both Pulsarr  Industrial  Research B.V. and affiliates on
         one hand and SRC Vision  Inc. on the other,  after  Closing and that in
         each case the party  terminating  such  agreement  will bear all costs,
         penalties or indemnifications due in connection with such termination.

6.2      Buyer will to the extent required by MeesPierson promptly after Closing
         assume the obligations of ARC Capital towards MeesPierson under the net
         worth statement dated July 18, 1996, attached hereto as Schedule 6.2.

6.3      The Buyer will indemnify ARC Capital for all obligations of ARC Capital
         towards Mr. Ralph Habets as set forth in the consulting agreement dated
         January 27, 1997,  attached hereto as Schedule 7 which will arise as of
         the date hereof.

7.       REPRESENTATIONS AND WARRANTIES BY THE FORMER OWNER
         --------------------------------------------------
         The Parties intend to transfer all existing, contingent or other right,
         title and  interest  (in the widest  sense of the word) that the Seller
         may have on the date of this Agreement based on the representations and
         warranties  and  all  related  rights  set out in the  Former  Contract
         (attached to this  Agreement as Schedule 1.2) and that were made by the
         Former Owner to the Seller in the Former Contract (hereinafter referred
         to as the "Former Owner's Representations and Warranties") to the Buyer
         at the Closing and on the conditions and in the form of Schedule 1.2 to
         this Agreement.

         The Parties furthermore agree to take all action required to the extent
         provided for and on the conditions of the laws on the  Netherlands,  to
         vest all the said right, title and interest in such representations and
         warranties in the Buyer.

         For avoidance of doubt, the Parties record that no liability, existing,
         contingent,  conditional or otherwise (in the widest sense of the word)
         will vest in Buyer as a result of the provisions of this Section 7.

8.       ADDITIONAL REPRESENTATIONS AND WARRANTIES BY THE SELLER
         -------------------------------------------------------

8.1      Transitional Provision
         ----------------------
         Subject to the condition that ("onder opschortende voorwaarde dat") any
         of the Former Owner's  Representations and Warranties does not inure to
         the  benefit  of the Buyer  for the  reason  that such  representations
         and/or  warranties is for any reason not ceded,  assigned and made over
         to the Buyer in  accordance  with the terms of Schedule 1.2, the Seller
         shall have the  obligation (i) to file at the sole request of the Buyer
         any claims under the Purchase  Agreement entered into by the Seller and
         Meijn  Beheer BV dated March 1, 1996,  (ii) to take all other action in
         connection therewith deemed necessary by Buyer, (iii) to grant to Buyer
         an  irrevocable  Power of  Attorney  to  undertake  any  action  deemed
         necessary by the Buyer in connection  therewith and (iv) to pay all the
         proceeds from such claims without any deductions to Buyer.

         As security for the due  performance by Seller pursuant to this Clause,
         Seller  will at the  closing  vest a first right of pledge in favour of
         the Buyer in all its rights  under the Former  Contract  including  its
         rights under the Secured Accounts.

         The deed of pledge and the Power of  Attorney  shall be executed at the
         Closing.

         Additional Representations and Warranties
         -----------------------------------------
         In addition,  the Seller  represents and warrants to the Buyer that the
         following  statements are,  whether read  individually or collectively,
         true, complete and accurate on the date of signing of this Agreement.

8.2      Authority
         ---------
         The Seller is a limited  liability  company duly  organized and validly
         existing  under the laws of the  Netherlands.  The  Seller has not been
         declared  bankrupt  ("failliet") and no action or request is pending to
         declare the Seller bankrupt.  The Seller has not filed nor been granted
         a  moratorium  of payment  ("surseance  van  betaling")  and no similar
         action under legislation other than the Netherlands has been taken. The
         Seller has full right,  power and authority to execute and deliver this
         Agreement and to perform its obligations hereunder and to carry out the
         transactions  contemplated  hereby.  All  corporate  and other  acts or
         proceedings  required  to be  taken  by the  Seller  to  authorize  the
         execution,   delivery  and   performance  of  this  Agreement  and  all
         transactions contemplated hereby have been duly and properly taken.

8.3      Validity
         --------
         This  Agreement has been,  and the documents to be delivered at Closing
         will be, duly executed and delivered and constitute  lawful,  valid and
         legally  binding  obligations of the Seller,  enforceable in accordance
         with  their  respective  terms.  The  execution  and  delivery  of this
         Agreement and the consummation of the transactions  contemplated hereby
         do not violate or  conflict  with any  provision  of, or  constitute  a
         default under:

         a) the deed of incorporation and articles of association of the Seller;

         b) any  note, bond, indenture,  contract, agreement, permit, license or
            other  instrument  or  agreement to which the Seller, the Company or
            any  of  the  Subsidiaries  is  a  party  or  by  which any of their
            respective  assets is bound;

         c) any  order,  writ,  injunction,  decree  or judgment of any court or
            governmental agency; or

         d) any law, rule or regulation applicable to the Seller, the Company or
            any of the Subsidiaries.

8.4      No Adverse Consequences
         -----------------------
         The execution and delivery of this  Agreement and the  consummation  of
         the transactions contemplated hereby will not result in the creation of
         any lien,  charge or  encumbrance  of any kind, or the  termination  or
         acceleration of any indebtedness or other obligation of the Seller, the
         Company  or  any  of  the  Subsidiaries.  No  approval,  authorization,
         registration,  consent,  order or other  action of or  filing  with any
         person,   including   any   court,   administrative   agency  or  other
         governmental  authority,  is required for the execution and delivery by
         the Seller of this Agreement or the  consummation  by the Seller of the
         transactions contemplated hereby except for the consents of MeesPierson
         and of the government authority in charge of the TOK Subsidy.

8.5      Title
         -----
         At the  Closing,  the  Seller  will  have  full  legal  and  beneficial
         ownership  of the Shares and the Company has full legal and  beneficial
         ownership  of  the  Subsidiary   Shares   (constituting   100%  of  the
         outstanding  share  capital).  At  the  Closing,  the  Shares  and  the
         Subsidiary Shares will be owned free and clear of all claims,  security
         interests,  liens, pledges,  charges, escrows, options, proxies, rights
         of first refusal, preemptive rights, mortgages,  hypothecations,  prior
         assignments,   title   retention   agreements,   indentures,   security
         agreements or any other  limitation,  encumbrance or restriction of any
         kind.

         The Seller has the  absolute  right to sell and  transfer the Shares to
         the Buyer in  accordance  with the terms of this  Agreement and without
         the  cooperation,  approval or authorization of any third party or such
         cooperation, approval or authorization have been rendered.

8.6      No  Intercompany  Loans,  No  Security  Rights  or  Other  Third  Party
         Interests
         -----------------------------------------------------------------------

8.6.1    The Company has not  guaranteed,  provided  security or given indemnity
         for any  obligation  of third  parties  (not  being the  Subsidiaries),
         including but not limited to  obligations  of the Seller or any company
         affiliated to the Seller, all this in the widest sense of the word.

8.6.2    Except  for the two  building  mortgages  granted  to VSB  Bank and the
         security  provided to  MeesPierson  in connection  with line of credit,
         there is no  encumbrance of any asset of the Company for, in support of
         or related to any purpose  outside the ordinary  course of the business
         of or not at arms  length with the Company or related to the finance of
         any company(ies) affiliated to the Company.

8.6.3    Since the 1st day of January  1997,  no  management  fee,  interest and
         other  related  expense has been  incurred  by the  Company  and/or its
         Subsidiaries  towards members of the Seller's group of Companies except
         among the Pulsarr Group of Companies and except for supply of goods and
         services between companies belonging to Seller's Group of Companies.

8.6.4    The Company and/or its Subsidiaries are not and have never been part of
         a Fiscal Unity with the Seller.

8.7.1    To the  best  of  Seller's  knowledge  there  is no  material  fact  or
         circumstance  not  communicated  to the  Buyer  (in this  Agreement  or
         otherwise)  which may be reasonably  assumed to may have had a material
         adverse effect on the Buyer's willingness to enter in this Agreement.

8.7.2    Seller is not aware of any material fact which could give the Buyer the
         right to make a claim under the  representations  and warranties and no
         fact has arisen  which would make any  representation  or warranty  not
         true, complete and accurate at the date of this Agreement.

8.7.3    During the period between 1 January 1997 and the Closing Date no assets
         of the Company and/or its Subsidiaries have been disposed of other than
         in the  ordinary  course of  business  and none of the  Company and its
         Subsidiaries  has become  subject to any  commitment  other than in the
         ordinary  course of  business.  Since 1 January  1997 there has been no
         material  adverse  change  in  the  business  position,  the  financial
         position or in the equity position of the Company and its Subsidiaries.

8.7.4    Since 1 January 1997 the Company and its Subsidiaries  have not paid or
         committed to pay any amount to any members of the  Management  Board or
         Supervisory  Board other than Jan Scholt or in any other way  increased
         or granted any options to purchase  shares of the Company to such board
         members or entered into any commitment in that respect.

8.7.5    After 1 January 1997 no resolution has been made and no action has been
         taken to  distribute  dividends,  to repay capital or to make any other
         distribution  of  reserves  or  capital,  except as shown in the Annual
         Accounts.  Neither  the  Company  nor its  Subsidiaries  has issued any
         profit sharing bonds or otherwise attributed rights to third parties to
         share in past,  present  or  future  income  or  profits,  reserves  or
         liquidation surpluses of the Company and its Subsidiaries.

8.7.6    To the best of Seller's knowledge, as of 1 January 1997 no transactions
         have been entered into between the Company or its  Subsidiaries  on one
         hand and any other company  belonging to the Seller's  Group of Company
         which were not at an arm's length basis.

8.7.7    No rights have been granted by the Company  providing  for the issuance
         of shares by it.

8.7.8    No amounts have been retained from the Secured Accounts by or on behalf
         of Seller.

8.8      Except as explicitly  provided for in this Section 8 of this  Agreement
         the Seller does not give any Representations or Warranties to the Buyer
         in connection with the Company and the Subsidiaries.

9.       ANCILLARY PROVISIONS
         --------------------
         Any  investigation  carried  out by or on  behalf  of the  Buyer or any
         documentation  furnished  by  the  Seller  or  its  representatives  or
         advisers to the Buyer or to its representatives or advisers,  shall not
         relieve  the  Seller  of  any  of  its  obligations  under  any  of the
         representations and warranties.

         For avoidance of doubt the Parties record that no schedule  referred to
         in the Purchase  Agreement between the Seller and Meijn Beheer BV dated
         March 1, 1996 (Schedule 1.2 to this Agreement) nor the content thereof,
         unless  explicitly   provided  otherwise  herein,   will  be  deemed  a
         disclosure to any representation  and/or warranty made by the Seller in
         this Agreement.

10.      REPRESENTATIONS AND WARRANTIES OF THE BUYER
         -------------------------------------------
         The Buyer represents and warrants that the statements set out hereafter
         are  true,  complete  and  accurate  on the  date  of  signing  of this
         Agreement.

         a)    Authority. The Buyer has full right, power and authority, without
               the consent of any other  person,  to execute  and  deliver  this
               Agreement and to carry out the transactions  contemplated hereby.
               All corporate and other acts or proceedings  required to be taken
               by Buyer to authorize the execution,  delivery and performance of
               this Agreement and all transactions contemplated hereby have been
               duly and properly taken.

         b)    Validity.  This  Agreement  has  been,  and the  documents  to be
               delivered at Closing will be, duly  executed and delivered by the
               Buyer  and   constitute   lawful,   valid  and  legally   binding
               obligations of the Buyer,  enforceable  in accordance  with their
               respective  terms.  The execution and delivery of this  Agreement
               and the consummation of the transactions contemplated hereby will
               not result in the creation of any lien,  charge or encumbrance or
               the  acceleration of any  indebtedness or other obligation of the
               Buyer and are not  prohibited by, do not violate or conflict with
               any  provision  of,  and do not  result in a  default  under or a
               breach of:

               a) the  articles  of  incorporation  (or  by-laws)  of the Buyer;

               b) any  contract,  agreement, permit, license or other instrument
                  to which the Buyer is a party or by which it is bound;

               c) any  order,  writ, injunction, decree or judgment of any court
                  or governmental agency; or 

               d) any law, rule or regulation applicable to the Buyer.

               No approval,  authorization,  consent or other order or action of
               or  filing  with  any  court,   administrative  agency  or  other
               governmental authority is required for the execution and delivery
               by the Buyer of this Agreement or the  consummation  by the Buyer
               of the transactions contemplated hereby.

11.      BREACH AND INDEMNITY AND SURVIVAL
         ---------------------------------

11.1     The  Seller  hereby  indemnifies  the  Buyer  and  shall hold the Buyer
         harmless, from and against:

         (a)  all   damages,   liabilities   (including,   without   limitation,
              liabilities   for  Tax  (meaning   Corporate  Tax  (including  WIR
              disinvestments  payments),  income tax, social  security  premium,
              turnover  tax,  import  duties  and  excises,  capital  tax,  real
              property  transfer tax, dividend tax, local property tax and other
              local rates and payments, environmental taxes), losses (including,
              without limitation,  any consequential loss or damage and any loss
              of profit or punitive  damages,  fines,  penalties and  interest),
              costs  (including,  without  limitation,  all  reasonable  fees of
              attorneys, accountants and other professional advisers employed by
              the Buyer) or  deficiencies,  incurred by the Buyer or the Company
              as a result of a breach of the representations and warranties made
              by the Seller to and in favour of the Buyer; and

         (b)  all   damages,   liabilities   (including,   without   limitation,
              liabilities for Tax, losses (including,  without  limitation,  any
              consequential  loss or damage  and any loss of profit or  punitive
              damages, fines, penalties and interest), costs (including, without
              limitation,  all  reasonable  fees of attorneys,  accountants  and
              other   professional   advisers   employed   by  the   Buyer)   or
              deficiencies,  incurred by the Buyer or the Company as a result of
              a breach of any covenant or other  obligation  of the Seller under
              this Agreement.

              (Any  claim  brought  under (a) or (b)  above or  brought  upon an
              alleged  breach  of any  representation,  warranty,  indemnity  or
              covenant in this Agreement, hereinafter referred to as a "Claim").

11.2     Any  Claim made pursuant to (a) above shall be deemed to be a reduction
         of the Purchase Price.

11.3     Seller's liability as described in this Agreement shall at all times be
         limited to the Purchase Price provided for in Clause 2 hereof.

11.4     All representations,  warranties,  covenants and agreements made by the
         Seller and  contained in this  Agreement  or in any document  delivered
         pursuant  hereto shall be deemed to be material and to have been relied
         upon by the Buyer  and shall  survive  the  Closing  and shall be fully
         effective and enforceable for a period of three (3) years following the
         date of this  Agreement  (except  for a Claim  made in  respect of Tax,
         which shall be fully  effective  and  enforceable  for a period up to 6
         months after the applicable  statute of limitations period provided for
         in the relevant Tax law has expired).

         Any Claim asserted in writing before the third  anniversary of the date
         of this  Agreement or other  applicable  survival  period shall survive
         until resolved or determined pursuant to arbitration as provided for in
         this Agreement.

12.      THIRD PARTY CLAIM OR THE BUYER'S CLAIM
         --------------------------------------
         In addition to the provisions of Section 11 relating to Tax Claims, the
         Buyer shall give  written  notice (the  "Notice")  to the Seller of any
         claim for  indemnification  under this Agreement (a "Claim," which term
         may include more than one claim).

13.      BUYER'S CLAIM
         -------------
         With  respect to a Buyer's  Claim,  the Seller shall have 30 days (from
         the date it becomes aware of such Claim) to make such  investigation of
         the Claim as it considers necessary or desirable. If the Seller and the
         Buyer agree at or prior to such thirty (30) day period (or any mutually
         agreed  upon  extension  thereof)  to the  validity  and amount of such
         Claim,  the Seller shall  immediately  pay to the Buyer the full agreed
         upon amount of the Claim.

         If the Buyer and the  Seller do not agree  within  such  period (or any
         mutually agreed extension  thereof),  the dispute shall be submitted to
         arbitration  in  accordance  with the  provision  of Section 29 of this
         Agreement.

14.      THIRD PARTY CLAIM
         -----------------

14.1     The Buyer  shall not settle any Third  Party  Claim  without  the prior
         written  consent of the Seller  (such  consent  not to be  unreasonably
         withheld), unless legal action shall have been instituted by that third
         party and the Seller  shall not have taken  control of such suit within
         thirty  (30) days (or,  in the event  that  injunctive  relief is being
         sought by such third party  within  forty-eight  (48) hours)  after the
         Notice.

         With respect to a Third Party  Claim,  the Seller may, at its sole cost
         and expense,  upon  written  notice to the Buyer within the time limits
         set forth in the  preceding  sentence,  assume the  defense of any such
         claim or legal  proceeding  after payment in full to Buyer of the Claim
         asserted therein.

         If  the  Seller  assumes  the  defense  of  any  such  claim  or  legal
         proceeding,  the Seller shall select  counsel  (which  counsel shall be
         reasonably  acceptable  to the  Buyer) to conduct  the  defense in such
         claims and legal  proceedings  at its sole cost and expense,  and shall
         take all steps necessary in the defense or settlement thereof.

         The Seller  shall not consent to a  settlement  of, or the entry of any
         judgment  arising from, any Third Party Claim without the prior written
         consent  of the  Buyer.  The Buyer  shall at all times be  entitled  to
         participate  in the  negotiation,  settlement  or  defense of any Third
         Party Claim with its own counsel.

14.2     The Buyer and the  Seller  shall  cooperate  fully with each other with
         respect to any Third Party Claim and shall keep each other advised with
         respect thereto.

15.      INTELLECTUAL PROPERTY
         ---------------------

15.1     For the purposes of this  Section 15,  "Intellectual  Property  Rights"
         includes (but is not limited to) all patents and specific  applications
         thereof, registered designs,  tradenames,  trademarks and service marks
         (whether registered or not),  copyright,  neighbouring  rights,  design
         rights and all similar rights,  including those subsisting (in any part
         of the world) in production  know-how and  technology,  trade  secrets,
         formula,  methods,  processes,  inventions,  logos, designs,  drawings,
         performances,  computer programmes,  confidential information, business
         names,  goodwill and the style and  presentation  of goods and services
         and in applications for protection thereof.

         The Parties  furthermore  agree that the  continued  conduct  after the
         Closing  of all  then  current  activities  by each of the  Parties  or
         companies  affiliated  to each of the  Parties,  will not be  deemed to
         infringe  the  Intellectual  Property  Rights of the other  Party or an
         affiliated company of the other Party and that neither Party owes or is
         obliged to pay to the other Party any  compensation  for the use of any
         Intellectual Property Rights.

15.2     Parties  will procure that  Pulsarr  Industrial  Research  B.V. and SRC
         Vision  Inc.,  and their  affiliates  will  immediately  after  Closing
         redeliver to each other any technical  documentation  (such as designs,
         drawings,  manuals etc.)  received from the other or its affiliates for
         the  performance of its current  activities  while each of them will be
         entitled to keep copies of such  documentation  to the extent necessary
         for the  provision  of services by it and the  performance  by it under
         existing contracts, if any.

16.      NON-SOLICITATION
         ----------------
         Until the first anniversary of this Agreement, the Seller agrees unless
         in specific cases  otherwise  agreed  between  parties not to, and will
         procure that neither SRC Vision,  Inc. nor Ventek,  Inc. will,  solicit
         employees  or  former  employees  ("former"  means  in this  clause  16
         employees  that were employed with or worked (on whatever  basis),  for
         the relevant  company within a period of 12 months prior to Closing) of
         the Buyer, the Company or any of the Subsidiaries, nor to engage, hire,
         employ or in any other way retain or use the services of such employees
         nor to incite those  employees to terminate  their existing  employment
         agreements  or  relationships.   The  undertaking   contained  in  this
         paragraph  will not  apply to  Herbie  Klunder,  Marc van den Bosch and
         Antoine Dofijn.

         Until the first anniversary of this Agreement, the Buyer agrees not to,
         and will procure  that neither the Company nor any of the  Subsidiaries
         will, solicit employees or former employees, of the Seller, SRC Vision,
         Inc. or Ventek,  Inc.  employed  within a period of 12 months  prior to
         Closing,  nor to engage, hire, employ or in any other way retain or use
         the  services  of such  employees  nor to  incite  those  employees  to
         terminate their existing employment agreements or relationships.

17.      MISCELLANEOUS
         -------------

17.1     Parties  covenant that the employees of the Seller's Group of Companies
         currently  resident at the Pulsarr Group of Companies and the employees
         of the Pulsarr Group of Companies  currently resident at Seller's Group
         of  Companies  will within one month after the Closing  terminate  such
         residence  and the  respective  employers  will cause  these  employees
         resident at each other's location to vacate the other's premises.

17.2     Within  one  month  after  the  Closing  the Buyer  will  procure  that
         insurance policies will be entered into with respect to the Company and
         its  Subsidiaries.  Upon such policies  becoming  effective Seller will
         procure the  termination of the existing  policies thus  replaced.  The
         life insurance policy entered into for Mr. Scholt will be terminated as
         soon as  possible  after  closing  by the Seller  (copy of  termination
         notice to be submitted  to Buyer),  and Seller shall be entitled to the
         refund of the  remainder  of the 1997  premium in  connection  with the
         period after Closing.

17.3     For purchase  orders  accepted  after the Closing by the Company or its
         Subsidiaries  Seller will not receive any  compensation  even if quotes
         for such orders have been given prior to Closing.

         For purchase  orders accepted after the Closing by Seller or any of its
         affiliates  the  Company  or its  Subsidiaries  will  not  receive  any
         compensation  even if quotes for such  orders  have been given prior to
         Closing.

17.4     The amounts to be paid pursuant to this  Agreement  will be made at the
         US  Dollar/Dutch  Guilder  exchange  rate  as  quoted  by ABN  AMRO  in
         Amsterdam at the close of business of May 2, 1997.

17.5     Buyer will not be deemed to have  waived any of its rights  pursuant to
         Netherlands law by executing this Agreement unless otherwise  expressed
         herein.

18.      AMENDMENT AND WAIVER
         --------------------
         No  amendment,  waiver or consent with respect to any provision of this
         Agreement shall in any event be effective,  unless the same shall be in
         writing  and signed by the  Parties  hereto,  and then such  amendment,
         waiver or consent shall be effective only in the specific  instance and
         for the specific purpose for which given.

19.      NOTICES
         -------
         All notices, requests, demands and other communications hereunder shall
         be in writing and shall be delivered in person or sent by registered or
         certified mail or be telefaxed as follows:

         If to the Seller:
         -----------------
         ARC Netherlands B.V.
         c/o ARC Capital
         2067 Commerce Drive
         Medford, OR 97504
         Attn. Mr. Alan Steel
         Telecopier: (1) 541-779-6838

         With a copy to:
         ---------------
         Caron & Stevens/Baker & McKenzie
         Attn. Mr. L. P. L. Habets
         Leidseplein 29
         Telecopier:  (31)-20-626 7949

         If to the Buyer:
         ----------------
         Barco N.V.
         President Kennedypark 35
         8500 . . KORTRIJK
         Attn.  Mr. F. Kremer
         Telecopier: (32) 56-262 262

         With a copy to:
         ---------------
         Loeff Claeys Verbeke
         Attn. Mr. F. L. Leijdesdorff
         Apollolaan 15
         1077 AB Amsterdam
         Telecopier:  (31)-20-6718 775

         Any Party may change its address for receiving notice by written notice
         given to the other.

20.      EXPENSES
         --------
         Except as  otherwise  expressly  provided  herein,  each  Party to this
         Agreement  shall pay its own costs and expenses in connection  with the
         transactions contemplated hereby.

21.      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.

22.      SUCCESSORS AND ASSIGNS
         ----------------------
         The Buyer shall be entitled to assign its rights and duties  under this
         Agreement  without  the consent of the  Seller.  The Seller  shall only
         assign its duties hereunder with the written consent of the Buyer.

23.      ENTIRE TRANSACTION
         ------------------
         This Agreement and the documents  referred to herein contain the entire
         understanding  among  the  Parties  with  respect  to the  transactions
         contemplated hereby and supersedes all other agreements, understandings
         and undertakings among the Parties on the subject matter hereof.

24.      APPLICABLE LAW
         --------------
         This  Agreement  shall be governed by and construed in accordance  with
         the laws of the  Netherlands,  excluding  any  conflicts  of law  rules
         requiring  the   application  of  the  substantive  law  of  any  other
         jurisdiction.

25.      OTHER RULES OF CONSTRUCTION
         ---------------------------
         References in this  Agreement to sections and schedules are to sections
         of and schedules to, this Agreement unless otherwise  indicated.  Words
         in the  singular  include  the  Plural and in the  plural  include  the
         singular.  The word "or" is not exclusive.  The word "including"  shall
         mean  including,  without  limitation.  The section and other  headings
         contained in this  Agreement are for reference  purposes only and shall
         not affect in any way the meaning or interpretation of this Agreement.

26.      ANNOUNCEMENTS
         -------------
         No  announcement  of this  Agreement  or any  transaction  contemplated
         hereby  shall be made by any Party  prior to the  Closing  without  the
         written  approval of the other Parties hereto (which approval shall not
         be unreasonably withheld), except as required by law or the regulations
         of any  securities  exchange.  Each Party  shall use its best effort to
         maintain the  confidentiality of the terms of the purchase and maintain
         the  confidentiality  of the terms of the purchase and sale transaction
         contemplated  hereby,  except as  required  by law or as  necessary  to
         protect the interest of any Party hereunder.

27.      PARTIAL INVALIDITY
         ------------------
         In the event that any provision of this Agreement shall be held invalid
         or unenforceable by any court of competent  jurisdiction,  such holding
         shall not  invalidate  or  render  unenforceable  any  other  provision
         hereof.

28.      NO RESCISSION
         -------------
         The Parties waive their right to demand  rescission  ("ontbinding")  of
         this  Agreement  as  contemplated  by section  6:165 of the Dutch Civil
         Code.

29.      ARBITRATION
         -----------
         Any  dispute  arising out of or  relating  to this  Agreement  shall be
         referred to minitrial in  accordance  with the  Minitrial  Rules of the
         Netherlands  Arbitration Institute ("Nederlandse Arbitrage Instituut").
         In the event such  dispute(s)  are not settled in accordance  with such
         rules,  it (they)  shall at the request of any Party be referred to and
         finally  settled  by  arbitration  under  the  Arbitration  Rules  (the
         "Rules")  of  the  Netherlands  Arbitration  Institute.   The  arbitral
         procedure shall be conducted in Amsterdam and in the English  language.
         The Arbitral  tribune shall be composed of three (3)  arbitrators to be
         appointed in accordance with the Rules.

IN WITNESS  WHEREOF,  the Parties  hereto have duly executed  this  Agreement in
three-fold, in Amsterdam, on the date set out on page one.


/s/ Antoon van Petegem
- -------------------------------------
For : The Buyer
By  : Antoon van Petegem
Its : Vice President CFO and Controller


/s/ Alan Steel
- -------------------------------------
For : The Seller
By  : Alan Steel
Its : Managing Director


By executing  this  Agreement ARC Capital  accepts  joint and several  liability
("hoofdelijke  aansprakelijkheid")  for all  liabilities of Seller towards Buyer
under this Agreement.


/s/ Alan Steel
- -------------------------------------
For : ARC Capital
By  : Alan Steel
Its : Vice President, Finance and CFO