Agreement and Plan of Merger - Alcon Holdings Inc. and Summit Autonomous Inc.


                                                                  CONFORMED COPY


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                          AGREEMENT AND PLAN OF MERGER



                            Dated as of May 26, 2000,



                                      Among



                              ALCON HOLDINGS INC.,



                             ALCON ACQUISITION CORP.



                                       And



                             SUMMIT AUTONOMOUS INC.



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                    AGREEMENT AND PLAN OF MERGER dated as of May 26, 2000, among
               ALCON HOLDINGS INC., a Delaware corporation ("PARENT"), ALCON
               ACQUISITION CORP., a Massachusetts corporation ("SUB") and a
               wholly owned subsidiary of Parent, and SUMMIT AUTONOMOUS INC., a
               Massachusetts corporation (the "COMPANY") (formerly known as
               Summit Technology, Inc.).


          WHEREAS the respective Boards of Directors of Parent, Sub and the
Company have approved the acquisition of the Company by Parent on the terms and
subject to the conditions set forth in this Agreement;

          WHEREAS, in furtherance of such acquisition, Parent proposes to cause
Sub to make a tender offer (as it may be amended from time to time as permitted
under this Agreement, the "OFFER") to purchase all the outstanding shares of
common stock, par value $0.01 per share, of the Company (the "COMPANY COMMON
STOCK"), including the associated Company Rights (as defined in Section 3.03),
at a price per share of Company Common Stock (including the associated Company
Right) of $19.00, net to the seller in cash, on the terms and subject to the
conditions set forth in this Agreement;

          WHEREAS the respective Boards of Directors of Parent, Sub and the
Company have approved the merger (the "MERGER") of Sub into the Company, or (at
the election of Parent) the Company into Sub, on the terms and subject to the
conditions set forth in this Agreement, whereby each issued share of Company
Common Stock not owned directly by Parent or the Company, other than Appraisal
Shares (as defined in Section 2.01(d)), shall be converted into the right to
receive the highest per share cash consideration paid pursuant to the Offer; and


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          WHEREAS Parent, Sub and the Company desire to make certain
representations, warranties, covenants and agreements in connection with the
Offer and the Merger and also to prescribe various conditions to the Offer and
the Merger.

          NOW, THEREFORE, the parties hereto agree as follows:


                                    ARTICLE I

                            THE OFFER AND THE MERGER

          SECTION 1.01. THE OFFER. (a) Subject to the conditions of this
Agreement, as promptly as practicable after the date of this Agreement (but in
no event later than five business days after the public announcement of this
Agreement), Sub shall, and Parent shall cause Sub to, commence the Offer within
the meaning of the applicable rules and regulations of the Securities and
Exchange Commission (the "SEC"). The obligation of Sub to, and of Parent to
cause Sub to, commence the Offer and accept for payment, and pay for, any shares
of Company Common Stock tendered pursuant to the Offer are subject to the
conditions set forth in Exhibit A. The initial expiration date of the Offer
shall be the 20th business day following the commencement of the Offer
(determined using Rules 14d-1(g)(3) and 14d-2 promulgated under the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT")). Sub expressly reserves
the right to waive any condition to the Offer or modify the terms of the Offer,
except that, without the consent of the Company, Sub shall not and Parent shall
not permit Sub to (i) reduce the number of shares of Company Common Stock
subject to the Offer, (ii) reduce the price per share of Company Common Stock to
be paid pursuant to the Offer, (iii) waive or change the Minimum Tender
Condition (as defined in Exhibit A), (iv) modify in any manner adverse to the
holders of Company Common Stock or add to the conditions set forth in Exhibit A,
(v) except as provided in the next sentence, extend the Offer or (vi) change the
form of consideration payable in the Offer. Notwithstanding the foregoing, Sub
may, without the consent of the Company, (A) if at the scheduled or any extended
expiration date of the Offer (whether extended pursuant to this clause (A) or
otherwise) any of the conditions to Sub's obligation to purchase shares of
Company Common Stock are not satisfied or waived, extend the Offer for such
period as Sub determines; PROVIDED that such extension shall be in increments of
not more than five business days if all of the conditions set


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forth in Exhibit A other than the Minimum Tender Condition have been satisfied
or waived at such scheduled or extended expiration date, (B) extend the Offer
for any period required by any rule, regulation, interpretation or position of
the SEC or the staff thereof applicable to the Offer and (C) if at the scheduled
or any extended expiration date of the Offer less than 90% of the Fully Diluted
Shares (as defined in Exhibit A) have been validly tendered and not withdrawn in
the Offer, extend the Offer for a period of not more than ten business days in
the aggregate beyond the latest expiration date that would otherwise be
permitted under clause (A) or (B) of this sentence. In addition, Sub may make
available a "subsequent offering period", in accordance with Rule 14d-11 of the
Exchange Act. In the event that the Minimum Tender Condition has not been
satisfied or waived at the scheduled expiration date of the Offer, at the
request of the Company, Sub shall, and Parent shall cause Sub to, extend the
expiration date of the Offer in such increments as Sub may determine until the
earliest to occur of (w) the satisfaction or waiver of such condition, (x)
Parent reasonably determines that such condition to the Offer is not capable of
being satisfied on or prior to the Outside Date (as defined in Section
8.01(b)(i)), (y) the termination of this Agreement in accordance with its terms
and (z) the Outside Date. On the terms and subject to the conditions of the
Offer and this Agreement, Sub shall accept for payment and pay for all shares of
Company Common Stock validly tendered and not withdrawn pursuant to the Offer
that Sub becomes obligated to purchase pursuant to the Offer as soon as
practicable after the expiration of the Offer.

          (b) On the date of commencement of the Offer, Parent and Sub shall
file with the SEC a Tender Offer Statement on Schedule TO with respect to the
Offer, which shall contain an offer to purchase and a related letter of
transmittal and summary advertisement (such Schedule TO and the documents
included therein pursuant to which the Offer will be made, together with any
supplements or amendments thereto, the "OFFER DOCUMENTS"). Each of Parent, Sub
and the Company shall promptly correct any information provided by it for use in
the Offer Documents if and to the extent that such information shall have become
false or misleading in any material respect, and each of Parent and Sub shall
take all steps necessary to amend or supplement the Offer Documents and to cause
the Offer Documents as so amended or supplemented to be filed with the SEC and
to be disseminated to the Company's stockholders, in each case as and to the
extent required by applicable Federal securities laws. Parent and Sub shall give
the Company and its counsel a reasonable opportunity to review and comment on
the Offer


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Documents prior to their being filed with the SEC or disseminated to the
stockholders of the Company. Parent and Sub shall provide the Company and its
counsel in writing with any comments Parent, Sub or their counsel may receive
from the SEC or its staff with respect to the Offer Documents promptly after the
receipt of such comments and shall provide the Company and its counsel with a
reasonable opportunity to participate in the response of Parent or Sub to such
comments.

          (c)  Prior to the expiration of the Offer, Parent shall provide or
cause to be provided to Sub on a timely basis the funds necessary to purchase
any shares of Company Common Stock that Sub becomes obligated to purchase
pursuant to the Offer.

          SECTION 1.02. COMPANY ACTIONS. (a) Subject to Section 5.02(b), the
Company hereby approves of and consents to the Offer, the Merger and the other
transactions contemplated by this Agreement (collectively, the "TRANSACTIONS").

          (b)  On the date the Offer Documents are filed with the SEC, the
Company shall file with the SEC a Solicitation/Recommendation Statement on
Schedule 14D-9 with respect to the Offer, including an information statement
(such Schedule 14D-9, as amended and supplemented from time to time, the
"SCHEDULE 14D-9"), describing the recommendations referred to in Section
3.04(b), or any permitted withdrawal or modification in accordance with Section
5.02(b), and shall mail the Schedule 14D-9 (including in the information
statement) to the holders of Company Common Stock. Each of the Company, Parent
and Sub shall promptly correct any information provided by it for use in the
Schedule 14D-9 if and to the extent that such information shall have become
false or misleading in any material respect, and the Company shall take all
steps necessary to amend or supplement the Schedule 14D-9 and to cause the
Schedule 14D-9 as so amended or supplemented to be filed with the SEC and
disseminated to the Company's stockholders, in each case as and to the extent
required by applicable Federal securities laws. The Company shall provide Parent
and its counsel in writing with any comments the Company or its counsel may
receive from the SEC or its staff with respect to the Schedule 14D-9 promptly
after the receipt of such comments.

          (c)  In connection with the Offer, the Company shall cause its
transfer agent to furnish Sub as promptly as is reasonably practicable with
mailing labels containing the names and addresses of the record holders of
Company Common


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Stock as of a recent date and of those persons becoming record holders
subsequent to such date, together with copies of all lists of stockholders,
security position listings and computer files and all other information as Sub
may reasonably request in the Company's possession or control regarding the
beneficial owners of Company Common Stock, and shall furnish to Sub such
information and assistance (including updated lists of stockholders, security
position listings and computer files) as Parent may reasonably request in
communicating the Offer to the Company's stockholders. Subject to the
requirements of applicable Law (as defined in Section 3.05), and except for such
steps as are necessary to disseminate the Offer Documents and any other
documents necessary to consummate the Transactions, Parent and Sub shall hold in
confidence pursuant to the Confidentiality Agreement (as defined in Section
6.02) the information contained in any such labels, listings and files, shall
use such information only for the purpose of communicating the Offer and
disseminating any other documents necessary to consummate the Offer, the Merger
and the other Transactions and, if this Agreement shall be terminated, shall,
upon request, deliver to the Company all copies of such information then in
their possession.

          SECTION 1.03. THE MERGER. On the terms and subject to the satisfaction
or waiver of the conditions set forth in this Agreement, and in accordance with
the Massachusetts Business Corporation Law (the "BCL"), Sub shall be merged with
and into the Company at the Effective Time (as defined in Section 1.05). At the
Effective Time, the separate corporate existence of Sub shall cease and the
Company shall continue as the surviving corporation (the "SURVIVING
CORPORATION"). The Surviving Corporation shall possess all the rights,
privileges, immunities, powers and franchises of the Company and Sub, and the
Surviving Corporation shall by operation of law become liable for all of the
debts, liabilities and duties of the Company and Sub. The name of the Surviving
Corporation shall be Summit Autonomous Inc. and the purpose thereof shall be as
set forth in Section 2 of the Articles of Organization of the Surviving
Corporation. Notwithstanding the foregoing, Parent may elect at any time prior
to the Merger, instead of merging Sub into the Company as provided above, to
merge the Company with and into Sub; PROVIDED, HOWEVER, that the Company shall
not be deemed to have breached any of its representations, warranties or
covenants set forth in this Agreement solely by reason of such election. In such
event, the parties shall execute an appropriate amendment to this Agreement to
reflect the foregoing. At the election of Parent, any direct or indirect wholly
owned subsidiary of Parent may be substituted for Sub as a constituent


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corporation in the Merger. In such event, the parties shall execute an
appropriate amendment to this Agreement in order to reflect the foregoing.

          SECTION 1.04. CLOSING. The closing (the "CLOSING") of the Merger shall
take place at the offices of Cravath, Swaine & Moore, 825 Eighth Avenue, New
York, New York 10019 at 10:00 a.m. on the second business day following the
satisfaction (or, to the extent permitted by Law, waiver by all parties) of the
conditions set forth in Article VII, or at such other place, time and date as
shall be agreed in writing between Parent and the Company. The date on which the
Closing occurs is referred to in this Agreement as the "CLOSING DATE".

          SECTION 1.05. EFFECTIVE TIME. Prior to the Closing, Parent shall
prepare and give the Company and its counsel the opportunity to review, and on
the Closing Date or as soon as practicable thereafter Parent shall file with the
Secretary of State of The Commonwealth of Massachusetts, articles of merger or
other appropriate documents (in any such case, the "ARTICLES OF MERGER")
executed in accordance with the relevant provisions of the BCL and shall make
all other filings or recordings required under the BCL. The Merger shall become
effective at such time as the Articles of Merger is duly filed with such
Secretary of State, or at such other time as Parent and the Company shall agree
and specify in the Articles of Merger (the time the Merger becomes effective
being the "EFFECTIVE TIME").

          SECTION 1.06. EFFECTS. The Merger shall have the effects set forth in
Section 80 of the BCL.

          SECTION 1.07. ARTICLES OF ORGANIZATION AND BY-LAWS. (a) The Articles
of Organization of the Company shall be amended and restated at the Effective
Time to read in the form of Exhibit B, and, as so amended, such Articles of
Organization shall be the Articles of Organization of the Surviving Corporation
until thereafter changed or amended as provided therein or by applicable Law.

          (b) Subject to Section 6.06, the By-laws of Sub as in effect
immediately prior to the Effective Time shall be the By-laws of the Surviving
Corporation until thereafter changed or amended as provided therein or by
applicable Law.

          SECTION 1.08. DIRECTORS. At the Closing, Parent shall designate the
directors of the Surviving Corporation and such directors shall hold office
until the earlier of their resignation or removal or until their respective


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successors are duly elected and qualified, as the case may be.

          SECTION 1.09. OFFICERS. At the Closing, Parent shall designate the
officers of the Surviving Corporation and such officers shall hold office until
the earlier of their resignation or removal or until their respective successors
are duly elected or appointed and qualified, as the case may be.


                                   ARTICLE II

                       EFFECT ON THE CAPITAL STOCK OF THE
               CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES

          SECTION 2.01. EFFECT ON CAPITAL STOCK. At the Effective Time, by
virtue of the Merger and without any action on the part of the holder of any
shares of Company Common Stock or any shares of capital stock of Sub:

          (a) CAPITAL STOCK OF SUB. Each issued and outstanding share of capital
stock of Sub shall be converted into and become a number of fully paid and
nonassessable shares of common stock, par value $0.01 per share, of the
Surviving Corporation ("SURVIVING CORPORATION COMMON STOCK") equal to (i) the
number of shares of Company Common Stock outstanding immediately prior to
Effective Time (excluding any shares of Company Common Stock that are owned by
any subsidiary of the Company or Parent other than Sub) divided by (ii) 1,000;
PROVIDED, HOWEVER, that if the aggregate number of shares of Surviving
Corporation Common Stock into which the capital stock of Sub is to be converted
pursuant to this Section 2.01(a) is not a whole number, such number shall be
rounded up to the next higher whole number.

          (b) CANCELATION OF TREASURY STOCK AND PARENT-OWNED STOCK. Each share
of Company Common Stock that is owned directly by the Company, Parent or Sub
shall no longer be outstanding and shall automatically be canceled and retired
and shall cease to exist, and no other consideration shall be delivered or
deliverable in exchange therefor. Each share of Company Common Stock that is
owned by any subsidiary of the Company or Parent (other than Sub) shall
automatically be converted into one fully paid and nonassessable share of
Surviving Corporation Common Stock.

          (c) CONVERSION OF COMPANY COMMON STOCK. (1) Subject to Sections
2.01(b) and 2.01(d), each issued share of Company Common Stock shall be
converted into the


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right to receive in cash the highest price per share of Company Common Stock
paid pursuant to the Offer.

          (2) The cash payable upon the conversion of shares of Company Common
Stock pursuant to this Section 2.01(c) is referred to collectively as the
"MERGER CONSIDERATION". As of the Effective Time, all such shares of Company
Common Stock shall no longer be outstanding and shall automatically be canceled
and retired and shall cease to exist, and each holder of a certificate
representing any such shares of Company Common Stock shall cease to have any
rights with respect thereto, except the right to receive Merger Consideration
upon surrender of such certificate in accordance with Section 2.02, without
interest.

          (d) APPRAISAL RIGHTS. Notwithstanding anything in this Agreement to
the contrary, shares ("APPRAISAL SHARES") of Company Common Stock that are
outstanding immediately prior to the Effective Time and that are held by any
person who is entitled to demand and properly demands appraisal of such
Appraisal Shares pursuant to, and who complies in all respects with, Sections 86
through 97 of the BCL (the "APPRAISAL PROVISIONS") shall not be converted into
Merger Consideration as provided in Section 2.01(c), but rather the holders of
Appraisal Shares shall be entitled to payment of the fair value of such
Appraisal Shares in accordance with the Appraisal Provisions; PROVIDED, HOWEVER,
that if any such holder shall fail to perfect or otherwise shall waive, withdraw
or lose the right to appraisal under the Appraisal Provisions, then the right of
such holder to be paid the fair value of such holder's Appraisal Shares shall
cease and such Appraisal Shares shall be deemed to have been converted as of the
Effective Time into, and to have become exchangeable solely for the right to
receive, Merger Consideration as provided in Section 2.01(c). The Company shall
serve prompt notice to Parent of any demands received by the Company for
appraisal of any shares of Company Common Stock, and Parent shall have the right
to participate in and direct all negotiations and proceedings with respect to
such demands. Prior to the Effective Time, the Company shall not, without the
prior written consent of Parent, make any payment with respect to, or settle or
offer to settle, any such demands, or agree to do any of the foregoing.

          SECTION 2.02. EXCHANGE OF CERTIFICATES. (a) PAYING AGENT. Prior to the
Effective Time, Parent shall select a bank or trust company in the United
States, reasonably acceptable to the Company, to act as paying agent (the
"PAYING AGENT") for the payment of the Merger Consideration upon surrender of
certificates representing


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Company Common Stock. Parent shall take all steps necessary to enable and cause
the Surviving Corporation to provide to the Paying Agent on a timely basis, as
and when needed after the Effective Time, cash necessary to pay for the shares
of Company Common Stock converted into the right to receive cash pursuant to
Section 2.01(c) (such cash being hereinafter referred to as the "EXCHANGE
FUND"). If for any reason (including losses) the Exchange Fund is inadequate to
pay the amounts to which holders of shares of Company Common Stock shall be
entitled under this Section 2.02(a), Parent shall take all steps necessary to
enable or cause the Surviving Corporation promptly to deposit in trust
additional cash with the Paying Agent sufficient to make all payments required
under this Agreement, and Parent and the Surviving Corporation shall in any
event be liable for payment thereof. The Exchange Fund shall not be used for any
purpose except as expressly provided in this Agreement.

          (b) EXCHANGE PROCEDURES. As soon as reasonably practicable after the
Effective Time, the Surviving Corporation shall cause the Paying Agent to mail
to each holder of record of a certificate or certificates (the "CERTIFICATES")
that immediately prior to the Effective Time represented outstanding shares of
Company Common Stock whose shares were converted into the right to receive
Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal
(which shall specify that delivery shall be effected, and risk of loss and title
to the Certificates shall pass, only upon delivery of the Certificates to the
Paying Agent and shall be in such form and have such other provisions as Parent
may reasonably specify) and (ii) instructions for use in effecting the surrender
of the Certificates in exchange for Merger Consideration. Upon surrender of a
Certificate for cancelation to the Paying Agent, together with such letter of
transmittal, duly executed, and such other documents as may reasonably be
required by the Paying Agent, the holder of such Certificate shall be entitled
to receive in exchange therefor the amount of cash into which the shares of
Company Common Stock theretofore represented by such Certificate shall have been
converted pursuant to Section 2.01, and the Certificate so surrendered shall
forthwith be canceled. In the event of a transfer of ownership of Company Common
Stock that is not registered in the transfer records of the Company, payment may
be made to a person other than the person in whose name the Certificate so
surrendered is registered, if such Certificate shall be properly endorsed or
otherwise be in proper form for transfer and the person requesting such payment
shall pay any transfer or other taxes required by reason of the payment to a
person other than the registered holder of such Certificate or establish to the
satisfaction


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of Parent that such tax has been paid or is not applicable. Until surrendered as
contemplated by this Section 2.02, each Certificate shall be deemed at any time
after the Effective Time to represent only the right to receive upon such
surrender the amount of cash, without interest, into which the shares of Company
Common Stock theretofore represented by such Certificate have been converted
pursuant to Section 2.01. If any holder of shares of Company Common Stock shall
be unable to surrender such holder's Certificates because such Certificates have
been lost, mutilated or destroyed, such holder may deliver in lieu thereof an
affidavit and indemnity bond in form and substance and with surety reasonably
satisfactory to the Surviving Corporation. No interest shall be paid or accrue
on the cash payable upon surrender of any Certificate.

          (c) NO FURTHER OWNERSHIP RIGHTS IN COMPANY COMMON STOCK. The Merger
Consideration paid in accordance with the terms of this Article II upon
conversion of any shares of Company Common Stock shall be deemed to have been
paid in full satisfaction of all rights pertaining to such shares of Company
Common Stock, and after the Effective Time there shall be no further
registration of transfers on the stock transfer books of the Surviving
Corporation of shares of Company Common Stock that were outstanding immediately
prior to the Effective Time. If, after the Effective Time, any certificates
formerly representing shares of Company Common Stock are presented to the
Surviving Corporation or the Paying Agent for any reason, they shall be canceled
and exchanged as provided in this Article II.

          (d) TERMINATION OF EXCHANGE FUND. Any portion of the Exchange Fund
that remains undistributed to the holders of Company Common Stock for six months
after the Effective Time shall be delivered to Parent, upon demand, and any
holder of Company Common Stock who has not theretofore complied with this
Article II shall thereafter look only to Parent for payment of its claim for
Merger Consideration.

          (e) NO LIABILITY. None of Parent, Sub, the Company or the Paying Agent
shall be liable to any person in respect of any cash from the Exchange Fund
delivered to a public official pursuant to any applicable abandoned property,
escheat or similar Law. If any Certificate has not been surrendered prior to
five years after the Effective Time (or immediately prior to such earlier date
on which Merger Consideration in respect of such Certificate would otherwise
escheat to or become the property of any Governmental Entity (as defined in
Section 3.05)), any such shares, cash, dividends or distributions in respect of
such Certificate shall, to the extent permitted by applicable


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Law, become the property of the Surviving Corporation, free and clear of all
claims or interest of any person previously entitled thereto.

          (f) INVESTMENT OF EXCHANGE FUND. The Paying Agent shall invest any
cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any
interest and other income resulting from such investments shall be paid to
Parent.

          (g) WITHHOLDING RIGHTS. Parent shall be entitled to deduct and
withhold from the consideration otherwise payable to any holder of Company
Common Stock pursuant to this Agreement such amounts as may be required to be
deducted and withheld with respect to the making of such payment under the Code
(as defined in Section 3.11), or under any provision of state, local or foreign
tax Law.

          (h) CHARGES AND EXPENSES. The Surviving Corporation shall pay all
charges and expenses, including those of the Paying Agent, in connection with
the exchange of cash for shares of Company Common Stock.


                                   ARTICLE III

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

          The Company represents and warrants to Parent and Sub as follows:

          SECTION 3.01. ORGANIZATION, STANDING AND POWER. Each of the Company
and each of its subsidiaries (the "COMPANY SUBSIDIARIES") is duly organized,
validly existing and in good standing under the laws of the jurisdiction in
which it is organized and has full corporate power and authority and possesses
all governmental franchises, licenses, permits, authorizations and approvals,
and has made all filings, registrations and declarations, in each case whether
domestic or foreign, necessary to enable it to own, lease or otherwise hold its
properties and assets and to conduct its businesses as presently conducted,
including all licenses, approvals and registrations by or with the U.S. Food and
Drug Administration (the "FDA"), and all other Governmental Entities performing
similar functions, necessary for the sale and distribution of its products in
all jurisdictions in which such products are sold or distributed, in each case
other than such franchises, licenses, permits, authorizations, approvals,
filings, registrations and declarations the lack of which, individually and in
the aggregate, has not had and would not


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reasonably be expected to have a material adverse effect on the Company and the
Company Subsidiaries, taken as a whole, a material adverse effect on the ability
of the Company to perform its obligations under this Agreement or a material
adverse effect on the ability of the Company to consummate the Offer, the Merger
and the other Transactions (a "COMPANY MATERIAL ADVERSE EFFECT"). The Company
and each Company Subsidiary is duly qualified to do business in each
jurisdiction where the nature of its business or their ownership or leasing of
its properties make such qualification necessary except where the failure to so
qualify has not had and would not reasonably be expected to have a Company
Material Adverse Effect. The Company has made available to Parent true and
complete copies of the articles of organization of the Company, as amended to
the date of this Agreement (as so amended, the "COMPANY CHARTER"), and the
by-laws of the Company, as amended to the date of this Agreement (as so amended,
the "COMPANY BY-LAWS"), and the comparable charter and organizational documents
of each Company Subsidiary, in each case as amended through the date of this
Agreement.

          SECTION 3.02. COMPANY SUBSIDIARIES; EQUITY INTERESTS. (a) The letter,
dated as of the date of this Agreement, from the Company to Parent and Sub (the
"COMPANY DISCLOSURE LETTER") lists each Company Subsidiary and its jurisdiction
of organization. All the outstanding shares of capital stock of each
"significant subsidiary" (as defined in Regulation S-X of the Federal securities
laws) ("SIGNIFICANT SUBSIDIARY") of the Company have been validly issued and are
fully paid and nonassessable and, except as set forth in the Company Disclosure
Letter, are owned by the Company, by another Significant Subsidiary of the
Company or by the Company and another Significant Subsidiary of the Company,
free and clear of all pledges, liens, charges, mortgages, encumbrances and
security interests of any kind or nature whatsoever (collectively, "LIENS").

          (b) Except for its interests in the Company Subsidiaries and except
for the ownership interests set forth in the Company Disclosure Letter, the
Company does not own, directly or indirectly, any capital stock, membership
interest, partnership interest, joint venture interest or other equity interest
in any person.

          SECTION 3.03. CAPITAL STRUCTURE. The authorized capital stock of the
Company consists of 100,000,000 shares of Company Common Stock and 5,000,000
shares of preferred stock, par value $0.01 per share (together with the Company
Common Stock, the "COMPANY CAPITAL STOCK"). At the close of business on May 25,
2000, (i) 46,892,798 shares of Company


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Common Stock were issued and outstanding, (ii) 164,715 shares of Company Common
Stock were held by the Company in its treasury, (iii) 3,980,328 shares of
Company Common Stock were subject to outstanding Company Stock Options (as
defined in Section 6.04) and 2,209,747 additional shares of Company Common Stock
were reserved for issuance pursuant to the Company Stock Plans (as defined in
Section 6.04), (iv) 42,471 shares of Company Common Stock were subject to
outstanding Company Warrants (as defined below) and (v) 100,000 shares of Series
A Preferred Stock, par value $.01 per share, of the Company were reserved for
issuance in connection with the rights (the "COMPANY RIGHTS") issued pursuant to
the Rights Agreement dated as of March 28, 2000 (as amended from time to time,
the "COMPANY RIGHTS AGREEMENT"), between the Company and Fleet National Bank, as
Rights Agent. Except as set forth above, at the close of business on May 26,
2000, no shares of capital stock or other voting securities of the Company were
issued, reserved for issuance or outstanding. There are no outstanding Company
SARs (as defined in Section 6.04) that were not granted in tandem with a related
Company Stock Option. All outstanding shares of Company Capital Stock are, and
all such shares that may be issued prior to the Effective Time will be when
issued, duly authorized, validly issued, fully paid and nonassessable and not
subject to or issued in violation of any purchase option, call option, right of
first refusal, preemptive right, subscription right or any similar right under
any provision of the BCL, the Company Charter, the Company By-laws or any
Contract (as defined in Section 3.05) to which the Company is a party or
otherwise bound. There are not any bonds, debentures, notes or other
indebtedness of the Company having the right to vote (or convertible into, or
exchangeable for, securities having the right to vote) on any matters on which
holders of Company Common Stock may vote ("VOTING COMPANY DEBT"). Except as set
forth above, as of the date of this Agreement, there are not any options,
warrants, rights, convertible or exchangeable securities, "phantom" stock
rights, stock appreciation rights, stock-based performance units, commitments,
Contracts, arrangements or undertakings of any kind to which the Company or any
Company Subsidiary is a party or by which any of them is bound (i) obligating
the Company or any Company Subsidiary to issue, deliver or sell, or cause to be
issued, delivered or sold, additional shares of capital stock or other equity
interests in, or any security convertible or exercisable for or exchangeable
into any capital stock of or other equity interest in, the Company or of any
Company Subsidiary or any Voting Company Debt, (ii) obligating the Company or
any Company Subsidiary to issue, grant, extend or enter into any such option,
warrant, call, right, security, commitment, Contract,


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arrangement or undertaking or (iii) that give any person the right to receive
any economic benefit or right similar to or derived from the economic benefits
and rights occurring to holders of Company Capital Stock. As of the date of this
Agreement, there are not any outstanding contractual obligations of the Company
or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares
of capital stock of the Company or any Company Subsidiary. The Company has
delivered to Parent a complete and correct copy of the Company Rights Agreement,
as amended to the date of this Agreement. "WARRANTS" means warrants to purchase
Company Common Stock assumed in connection with the Company's acquisition of
Autonomous Technologies Corporation, a Florida corporation, on April 29, 1999.

          SECTION 3.04. AUTHORITY; EXECUTION AND DELIVERY; ENFORCEABILITY. (a)
The Company has all requisite corporate power and authority to execute and
deliver this Agreement and, subject to the Company Stockholder Approval (as
defined below) with respect to the Merger if required by Law, to consummate the
Transactions. The execution and delivery by the Company of this Agreement and
the consummation by the Company of the Transactions have been duly authorized by
all necessary corporate action on the part of the Company, subject, in the case
of the Merger, to receipt of the Company Stockholder Approval (as defined in
Section 3.04(c)). The Company has duly executed and delivered this Agreement,
and this Agreement constitutes its legal, valid and binding obligation (subject
to the Company Stockholder Approval with respect to the Merger if required by
Law), enforceable against it in accordance with its terms, except to the extent
that enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer or other similar laws of general applicability
relating to or affecting the enforcement of creditors' rights and by the effect
of the principles of equity (regardless of whether enforceability is considered
in a proceeding in equity or at law).

          (b) The Board of Directors of the Company (the "COMPANY BOARD"), at a
meeting duly called and held, duly and unanimously adopted resolutions (i)
approving this Agreement, the Offer, the Merger and the other Transactions, (ii)
determining that the terms of the Offer, the Merger and the other Transactions
are fair to and in the best interests of the Company and its stockholders, (iii)
recommending that the holders of Company Common Stock accept the Offer and
tender their shares of Company Common Stock pursuant to the Offer and (iv)
recommending that the Company's stockholders approve this Agreement. Such
resolutions are sufficient to render inapplicable to Parent and Sub and this
Agreement,


   16


                                                                              15

the Offer, the Merger and the other Transactions the provisions of Chapter 110C
(assuming the requirement that the terms of the Offer be furnished to
shareholders is satisfied), Chapter 110D and Chapter 110F of the BCL. To the
Company's knowledge, no other state takeover statute or similar statute or
regulation applies or purports to apply to the Company with respect to this
Agreement, the Offer, the Merger or any other Transaction. The Company has been
advised by each of its directors and executive officers that, as of the date of
this Agreement, each such person intends to tender all shares of Company Common
Stock owned by such person pursuant to the Offer, except to the extent of any
restrictions created by Section 16(b) of the Exchange Act.

          (c) The only vote of holders of any class or series of Company Capital
Stock necessary to approve and adopt this Agreement and the Merger is the
approval of this Agreement by the holders of two-thirds of the outstanding
Company Common Stock (the "COMPANY STOCKHOLDER APPROVAL"). The affirmative vote
of the holders of Company Capital Stock, or any of them, is not necessary to
consummate the Offer or any Transaction other than the Merger.

          SECTION 3.05. NO CONFLICTS; CONSENTS. (a) Except as set forth in the
Company Disclosure Letter, the execution and delivery by the Company of this
Agreement do not, and the consummation of the Offer, the Merger and the other
Transactions (other than the transactions set forth in Section 6.13) and
compliance with the terms hereof (other than Section 6.13) will not, result in
any violation of or default (with or without notice or lapse of time, or both)
under, or give rise to a right of termination, cancelation or acceleration of
any obligation or to loss of a material benefit under, or to increased,
additional, accelerated or guaranteed rights or entitlements of any person
under, or result in the creation of any Lien upon any of the properties or
assets of the Company or any Company Subsidiary under, any provision of (i) the
Company Charter, the Company By-laws or the comparable charter or organizational
documents of any Company Subsidiary, (ii) any contract, lease, license,
indenture, note, bond, agreement, permit, concession, franchise or other
instrument (a "CONTRACT") to which the Company or any Company Subsidiary is a
party or by which any of their respective properties or assets is bound or (iii)
subject to the filings and other matters referred to in Section 3.05(b), any
judgment, order, injunction or decree, domestic or foreign ("JUDGMENT"), or
statute, law (including common law), legislation, interpretation, ordinance,
rule or regulation, domestic or foreign ("LAW"), applicable to the Company or
any Company


   17


                                                                              16


Subsidiary or their respective properties or assets, other than, in the case of
clauses (ii) and (iii) above, any such items that, individually and in the
aggregate, have not had and would not reasonably be expected to have a Company
Material Adverse Effect.

          (b) No consent, approval, license, permit, order or authorization
("CONSENT") of, or registration, declaration or filing with, any Federal, state,
local or foreign government or any court of competent jurisdiction,
administrative agency or commission or other governmental authority or
instrumentality, domestic or foreign (a "GOVERNMENTAL ENTITY") is required to be
obtained or made by or with respect to the Company or any Company Subsidiary in
connection with the execution, delivery and performance of this Agreement or the
consummation of the Transactions (other than the transactions set forth in
Section 6.13), other than (i) compliance with and filings under the Hart-
Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR ACT"),
(ii) the filing with the SEC of (A) the Schedule 14D-9, (B) a proxy or
information statement relating to the approval of this Agreement by the
Company's stockholders (the "PROXY STATEMENT"), (C) any information statement
(the "INFORMATION STATEMENT") required under Rule 14f-1 in connection with the
Offer and (D) such reports under Section 13 of the Exchange Act as may be
required in connection with this Agreement, the Offer, the Merger and the other
Transactions, (iii) the filing of the Articles of Merger with the Secretary of
State of The Commonwealth of Massachusetts and appropriate documents with the
relevant authorities of the other jurisdictions in which the Company is
qualified to do business, (iv) such filings as may be required in connection
with the taxes described in Section 6.09, (v) compliance with and filings under
the Laws of the European Union, Brazil, Germany, Ireland, Italy, the Netherlands
and certain other foreign jurisdictions, in each case if and to the extent
required, and (vi) such other items that, individually and in the aggregate,
have not had and would not reasonably be expected to have a Company Material
Adverse Effect.

          (c) The Company and the Company Board have taken all action necessary
to (i) render the Company Rights inapplicable to this Agreement, the Offer, the
Merger and the other Transactions and (ii) ensure that (A) neither Parent nor
any of its stockholders, affiliates or associates is or will become an
"Acquiring Person" (as defined in the Company Rights Agreement) by reason of
this Agreement, the Offer, the Merger or any other Transaction), (B) a
"Distribution Date" (as defined in the Company Rights Agreement) shall not occur
by reason of this Agreement, the


   18


                                                                              17


Offer, the Merger or any other Transaction and (C) the Company Rights shall
expire immediately prior to the Effective Time.

          SECTION 3.06. SEC DOCUMENTS; UNDISCLOSED LIABILITIES. The Company has
filed all reports, schedules, forms, statements and other documents required to
be filed by the Company with the SEC since January 1, 1998 (the "COMPANY SEC
DOCUMENTS"). As of its respective date, each Company SEC Document complied in
all material respects with the requirements of the Exchange Act or the
Securities Act of 1933, as amended (the "SECURITIES ACT"), as the case may be,
and the rules and regulations of the SEC promulgated thereunder applicable to
such Company SEC Document, and did not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading. As of the date of this Agreement,
the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1999 (filed on March 30, 2000) (the "1999 FORM 10-K"), its definitive Proxy
Statement with respect to its 2000 Special Meeting (filed on April 19, 2000),
its Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 (filed on
May 12, 2000), and its Current Report on Form 8-K (filed on May 12, 2000)
(collectively, the "2000 SEC DOCUMENTS") taken together do not contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading. The
consolidated financial statements of the Company included in the Company SEC
Documents comply as to form in all material respects with applicable accounting
requirements and the published rules and regulations of the SEC with respect
thereto, have been prepared in accordance with generally accepted accounting
principles ("GAAP") (except, in the case of unaudited statements, as permitted
by Form 10-Q of the SEC) applied on a consistent basis during the periods
involved (except as may be indicated in the notes thereto) and fairly present
the consolidated financial position of the Company and its consolidated
subsidiaries as of the dates thereof and the consolidated results of their
operations and cash flows for the periods then ended (subject, in the case of
unaudited statements, to normal year-end audit adjustments). Except as set forth
in the Filed Company SEC Documents (as defined in Section 3.08), neither the
Company nor any Company Subsidiary has any liabilities or obligations of any
nature (whether accrued, absolute, contingent or otherwise) required by GAAP to
be set forth on a consolidated balance


   19


                                                                              18


sheet of the Company and its consolidated subsidiaries or in the notes thereto,
other than liabilities or obligations incurred in the ordinary course of
business consistent with prior practice since the date of the most recent
financial statements included in the Filed Company SEC Documents.

          SECTION 3.07. INFORMATION SUPPLIED. None of the information supplied
or to be supplied by the Company for inclusion or incorporation by reference in
(i) the Offer Documents, the Schedule 14D-9 or the Information Statement will,
at the time such document is filed with the SEC, at any time it is amended or
supplemented or at the time it is first published, sent or given to the
Company's stockholders, contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make
the statements therein not misleading, or (ii) the Proxy Statement will, at the
date it is first mailed to the Company's stockholders or at the time of the
Company Stockholders Meeting (as defined in Section 6.01), contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they are made, not misleading. The Schedule 14D-9,
the Information Statement and the Proxy Statement will comply as to form in all
material respects with the requirements of the Exchange Act and the rules and
regulations thereunder, except that no representation is made by the Company
with respect to statements made or incorporated by reference therein based on
information supplied by Parent or Sub for inclusion or incorporation by
reference therein.

          SECTION 3.08. ABSENCE OF CERTAIN CHANGES OR EVENTS. Except as
disclosed in the Company SEC Documents filed and publicly available prior to the
date of this Agreement (the "FILED COMPANY SEC DOCUMENTS") or in the Company
Disclosure Letter, from the date of the most recent audited financial statements
included in the Filed Company SEC Documents to the date of this Agreement, the
Company has conducted its business only in the ordinary course, and during such
period there has not been:

          (i) any event, change, effect or development that, individually or in
     the aggregate, has had or would reasonably be expected to have a Company
     Material Adverse Effect;

          (ii) any declaration, setting aside or payment of any dividend or
     other distribution (whether in cash, stock or property) with respect to any
     Company Capital


   20


                                                                              19


     Stock or any repurchase for value by the Company of any Company Capital
     Stock;

          (iii) any split, combination or reclassification of any Company
     Capital Stock or any issuance or the authorization of any issuance of any
     other securities in respect of, in lieu of or in substitution for shares of
     Company Capital Stock;

          (iv) (A) any granting by the Company or any Company Subsidiary to any
     current or former director, officer or employee of the Company or any
     Company Subsidiary of any increase in compensation, except to the extent
     required under employment agreements in effect as of the date of the most
     recent audited financial statements included in the Filed Company SEC
     Documents or, with respect to employees (other than directors, officers or
     key employees) in the ordinary course of business consistent with prior
     practice and except for Company Stock Options that are reflected as
     outstanding in clause (iii) of Section 3.03, (B) any granting by the
     Company or any Company Subsidiary to any such director, officer or employee
     of any material increase in severance or termination pay, except as was
     required under any employment, severance or termination policy, practice or
     agreements in effect as of the date of the most recent audited financial
     statements included in the Filed Company SEC Documents or (C) any entry by
     the Company or any Company Subsidiary into, or any amendment of, any
     employment, severance or termination agreement with any such director,
     officer or employee, except for such agreements or amendments with
     employees (other than directors, officers or key employees) that are
     entered into in the ordinary course of business consistent with prior
     practice;

          (v) any termination of employment or departure of any officer,
     material scientist or other key employee of the Company or any Company
     Subsidiary;

          (vi) any change in accounting methods, principles or practices by the
     Company or any Company Subsidiary materially affecting the consolidated
     assets, liabilities or results of operations of the Company, except insofar
     as may have been required by a change in GAAP; or

          (vii) any material elections with respect to Taxes (as defined in
     Section 3.09) by the Company or any Company Subsidiary or settlement or
     compromise by the


   21


                                                                              20


     Company or any Company Subsidiary of any material Tax liability or refund.

          SECTION 3.09. TAXES. (a) Each of the Company and each Company
Subsidiary has timely filed, or has caused to be timely filed on its behalf, all
Tax Returns required to be filed by it, and all such Tax Returns are true,
complete and accurate, except to the extent any failure to file or any
inaccuracies in any filed Tax Returns, individually and in the aggregate, has
not had and would not reasonably be expected to have a Company Material Adverse
Effect. All Taxes shown to be due on such Tax Returns, or otherwise owed, have
been timely paid, except to the extent that any failure to pay, individually and
in the aggregate, has not had and would not reasonably be expected to have a
Company Material Adverse Effect.

          (b) The most recent financial statements contained in the Filed
Company SEC Documents reflect an adequate reserve (in accordance with GAAP) for
all Taxes payable by the Company and the Company Subsidiaries for all Taxable
periods and portions thereof through the date of such financial statements (in
addition to any reserve for deferred Taxes established to reflect timing
differences between book and tax income). No deficiency with respect to any
Taxes has been proposed, asserted or assessed against the Company or any Company
Subsidiary, and no requests for waivers of the time to assess any such Taxes are
pending, except to the extent any such deficiency or request for waiver,
individually and in the aggregate, has not had and would not reasonably be
expected to have a Company Material Adverse Effect.

          (c) The Federal income Tax Returns of the Company and each Company
Subsidiary consolidated in such Returns have never been examined by or settled
with the United States Internal Revenue Service. All material assessments for
Taxes due with respect to such completed and settled examinations or any
concluded litigation have been fully paid.

          (d) There are no material Liens for Taxes (other than for current
Taxes not yet due and payable) on the assets of the Company or any Company
Subsidiary. Neither the Company nor any Company Subsidiary is bound by any
agreement with respect to Taxes other than agreements between or among the
Company and Company Subsidiaries and no other person.


   22


                                                                              21


          (e) Note 14 to the Company's consolidated financial statements
included in the 1999 Form 10-K has been prepared in accordance with GAAP.

          (f) No claim has been made in the past five years by any authority in
a jurisdiction within which the Company or any Company Subsidiary does not file
Tax Returns that it is, or may be, subject to taxation by that jurisdiction.

          (g) Neither the Company nor any Company Subsidiary has constituted
either a "distributing corporation" or a "controlled corporation" (within the
meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock
qualifying or intended to qualify for tax-free treatment under Section 355 of
the Code (A) in the two years prior to the date of this Agreement or (B) in a
distribution that could otherwise constitute part of a "plan" or "series of
related transactions" (within the meaning of Section 355(e) of the Code) in
conjunction with the Merger.

          (h) For purposes of this Agreement:

          "TAXES" includes all forms of taxation imposed by any Federal, state,
local, foreign or other Governmental Entity, including income, franchise,
property, sales, use, excise, employment, unemployment, payroll, social
security, estimated, value added, ad valorem, transfer, recapture, withholding
and other Taxes of any kind, including all interest, penalties and additions
thereto.

          "TAX RETURN" means all Federal, state, local, provincial and foreign
Tax returns, declarations, statements, reports, schedules, forms and information
returns and any amended Tax return relating to Taxes.

          SECTION 3.10. ABSENCE OF CHANGES IN BENEFIT PLANS. Except as disclosed
in the Filed Company SEC Documents or in the Company Disclosure Letter, from the
date of the most recent audited financial statements included in the Filed
Company SEC Documents to the date of this Agreement, there has not been any
adoption or amendment in any material respect by the Company or any Company
Subsidiary of any collective bargaining agreement or any bonus, pension, profit
sharing, deferred compensation, incentive compensation, stock ownership, stock
purchase, stock option, phantom stock, retirement, vacation, severance,
disability, death benefit, hospitalization, medical or other plan or arrangement
providing benefits to any current or former employee, officer or director of the
Company or any Company Subsidiary (collectively, "COMPANY


   23


                                                                              22


BENEFIT PLANS"). Except as disclosed in the Filed Company SEC Documents or in
the Company Disclosure Letter, as of the date of this Agreement there are not
any employment, consulting, indemnification, severance or termination agreements
or arrangements between the Company or any Company Subsidiary and any current or
former employee, officer or director of the Company or any Company Subsidiary,
nor does the Company or any Company Subsidiary have any general severance plan
or policy.

          SECTION 3.11. ERISA COMPLIANCE; EXCESS PARACHUTE PAYMENTS. (a) The
Company Disclosure Letter contains a list and brief description of all material
"employee pension benefit plans" (as defined in Section 3(2) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA")) (sometimes
referred to herein as "COMPANY PENSION PLANS"), "employee welfare benefit plans"
(as defined in Section 3(1) of ERISA) and all other Company Benefit Plans
maintained, or contributed to, by the Company or any Company Subsidiary for the
benefit of any current or former employees, officers or directors of the Company
or any Company Subsidiary. The Company has made available to Parent true,
complete and correct copies of (i) each Company Benefit Plan (or, in the case of
any unwritten Company Benefit Plan, a description thereof), (ii) the most recent
annual report on Form 5500 filed with the Internal Revenue Service with respect
to each Company Benefit Plan (if any such report was required), (iii) the most
recent summary plan description for each Company Benefit Plan for which such
summary plan description is required and (iv) each trust agreement and group
annuity contract relating to any Company Benefit Plan, if any.

          (b) All Company Benefit Plans are in compliance in all material
respects with applicable Law (including, where applicable, the Code and ERISA).
All Company Pension Plans which are intended to be tax-qualified under Section
401(a) of the Code have been the subject of determination letters from the
Internal Revenue Service to the effect that such Company Pension Plans are
qualified and their related trusts are exempt from Federal income taxes under
Sections 401(a) and 501(a), respectively, of the Internal Revenue Code of 1986,
as amended (the "CODE"), and no such determination letter has been revoked nor,
to the knowledge of the Company, has revocation been threatened. No such Company
Pension Plan been amended since the date of its most recent determination letter
or application therefor in any respect that would adversely affect its
qualification, nor has any such Company Pension Plan been amended since December
31, 1998 in any respect that would materially increase its costs.


   24


                                                                              23


          (c) No Company Pension Plan is a "defined benefit plan" within the
meaning of Section 3(35) of ERISA or is subject to the minimum funding standards
of Section 412 of the Code or Section 302 of ERISA, and neither the Company nor
any Company Subsidiary has any actual or contingent liability under any defined
benefit plan which it (or any affiliate) previously maintained or contributed to
(or was obligated to maintain or contribute to). None of the Company, any
Company Subsidiary, any officer of the Company or any Company Subsidiary or any
of the Company Benefit Plans which are subject to ERISA, including the Company
Pension Plans, any trusts created thereunder or any trustee or administrator
thereof, has engaged in a "prohibited transaction" (as such term is defined in
Section 406 of ERISA or Section 4975 of the Code) or any other breach of
fiduciary responsibility that could subject the Company, any Company Subsidiary
or any officer of the Company or any Company Subsidiary to any material tax or
penalty on prohibited transactions imposed by such Section 4975 or to any
material liability under Section 502(i) or 502(l) of ERISA.

          (d) With respect to any Company Benefit Plan that is an employee
welfare benefit plan, (i) all such Company Benefit Plans are unfunded and no
such Company Benefit Plan is funded through a "welfare benefits fund" (as such
term is defined in Section 419(e) of the Code), (ii) each such Company Benefit
Plan that is a "group health plan" (as such term is defined in Section
5000(b)(1) of the Code), complies in all material respects with the applicable
requirements of Section 4980B(f) of the Code and (iii) each such Company Benefit
Plan (including any such Plan covering retirees or other former employees) may
be amended or terminated without material liability to the Company and the
Company Subsidiaries on or at any time after the Effective Time, except with
respect to contributions, premiums or benefit claims (actual or contingent) with
respect to the period from the Effective Time to such termination.

          (e) Other than payments that may be made to the persons listed in the
Company Disclosure Letter (the "PRIMARY COMPANY EXECUTIVES"), any amount that
could be received (whether in cash or property or the vesting of property) as a
result of the Offer, the Merger or any other Transaction by any employee,
officer or director of the Company or any of its affiliates who is a
"disqualified individual" (as such term is defined in proposed Treasury
Regulation Section 1.280G-1) under any employment, severance or termination
agreement, any other compensation arrangement or any Company Benefit Plan
currently in effect would not be characterized as an "excess parachute payment"
(as defined


   25


                                                                              24


in Section 280G(b)(1) of the Code). Set forth in the Company Disclosure Letter
is (i) the estimated maximum amount that could be paid to each Primary Company
Executive as a result of the Offer, the Merger and the other Transactions under
all employment, severance and termination agreements, other compensation
arrangements and Company Benefit Plans currently in effect and (ii) the "base
amount" (as defined in Section 280G(b)(3) of the Code) for each Primary Company
Executive calculated as of the date of this Agreement.

          SECTION 3.12. LITIGATION. Except as disclosed in the Filed Company SEC
Documents or in the Company Disclosure Letter, there is no suit, action or
proceeding pending or, to the knowledge of the Company, threatened against or
affecting the Company or any Company Subsidiary (and, as of the date of this
Agreement, the Company is not aware of any basis for any such suit, action or
proceeding) that, individually or in the aggregate, has had or would reasonably
be expected to have a Company Material Adverse Effect, other than any action,
suit or proceeding filed or threatened after the date of this Agreement that is
based upon the same or substantially the same facts that serve as the basis for
any suit, action or proceeding disclosed in the Filed Company SEC Documents or
the Company Disclosure Letter, nor is there any Judgment outstanding against the
Company or any Company Subsidiary that has had or would reasonably be expected
to have a Company Material Adverse Effect.

          SECTION 3.13. COMPLIANCE WITH APPLICABLE LAWS. Except as disclosed in
the Filed Company SEC Documents or in the Company Disclosure Letter, the Company
and the Company Subsidiaries are in compliance with all applicable Laws,
including those relating to occupational health and safety and the environment,
except for instances of noncompliance that, individually and in the aggregate,
have not had and would not reasonably be expected to have a Company Material
Adverse Effect. Except as set forth in the Filed Company SEC Documents or in the
Company Disclosure Letter, neither the Company nor any Company Subsidiary has
received any written communication during the past two years from a Governmental
Entity that alleges that the Company or a Company Subsidiary is not in
compliance in any material respect with any applicable Law. Except as set forth
in the Filed Company SEC Documents or in the Company Disclosure Letter, the
Company and the Company Subsidiaries are in compliance in all material respects
with the U.S. Federal Food, Drug and Cosmetic Act, as amended (the "FDC ACT"),
and applicable regulations promulgated thereunder, and are in compliance in all
material respects with all FDA


   26


                                                                              25


regulations, including the FDA's Quality System Regulation, and any similar Laws
applicable to the Company or any Company Subsidiary, including the European
Union Medical Device Directives. The Company and the Company Subsidiaries have
maintained quality assurance/quality control practices and procedures in
compliance in all material respects with good manufacturing practices within the
meaning of the FDC Act and applicable regulations promulgated thereunder. This
Section 3.13 does not relate to matters with respect to Taxes, which are the
subject of Section 3.09.

          SECTION 3.14. CONTRACTS; DEBT INSTRUMENTS. Except as disclosed in the
Filed SEC Documents or the Company Disclosure Letter, there are no contracts or
agreements that are material to the business, assets, condition (financial or
otherwise) or results of operations of the Company and the Company Subsidiaries
taken as a whole. Neither the Company nor any Company Subsidiary is in violation
of or in default under (nor does there exist any condition which upon the
passage of time or the giving of notice or both would cause such a violation of
or default under) any loan or credit agreement, note, bond, mortgage, indenture,
lease, permit, concession, franchise, license or any other contract, agreement,
arrangement or understanding, to which it is a party or by which it or any of
its properties or assets is bound, except for violations or defaults that,
individually and in the aggregate, have not had and would not reasonably be
expected to have a Company Material Adverse Effect.

          SECTION 3.15. INTELLECTUAL PROPERTY. (a) The Company and the Company
Subsidiaries own, or are validly licensed or otherwise have the right to use,
all patents, patent rights (including patent applications and licenses),
know-how, trade secrets, trademarks, trademark rights, trade names, trade name
rights, service marks, service mark rights, copyrights and other proprietary
intellectual property rights and computer programs (collectively, "INTELLECTUAL
PROPERTY RIGHTS") which are material to the conduct of the business of the
Company and the Company Subsidiaries taken as a whole and the consummation of
the Transactions (other than the transactions set forth in Section 6.13) will
not conflict with, alter or impair any such Intellectual Property Rights. The
Company Disclosure Letter sets forth a description of all of the following with
respect to the Company and the Company Subsidiaries: material patents, material
patent rights (including patent applications and licenses), material inventions
that have been identified as active patent matters but for which applications
have not yet been filed, registrations and licenses of trademarks, trade names,
service marks and


   27


                                                                              26


copyrights, and the geographical territories in which the foregoing are
applicable. Except as set forth in the Company Disclosure Letter, no claims are
pending or, to the knowledge of the Company, threatened that (i) the Company or
any of the Company Subsidiaries is infringing or otherwise adversely affecting
the rights of any person with regard to any Intellectual Property Right or (ii)
assert that any Intellectual Property Rights owned by the Company or any Company
Subsidiary ("OWNED INTELLECTUAL PROPERTY RIGHTS") are invalid or unenforceable.
To the knowledge of the Company, except as set forth in the Filed Company SEC
Documents or the Company Disclosure Letter, no person is infringing the rights
of the Company or any of the Company Subsidiaries with respect to any Owned
Intellectual Property Right.

          (b) The Company has timely paid, or caused to be timely paid, all
maintenance, renewal and other similar fees, and has timely met any applicable
working requirements with respect to all Owned Intellectual Property Rights
listed in the Company Disclosure Letter or material to the Company and the
Company Subsidiaries taken as a whole, except as set forth in the Company
Disclosure Letter. With respect to Intellectual Property Rights other than Owned
Intellectual Property Rights ("LICENSED INTELLECTUAL PROPERTY RIGHTS") that are
listed in the Company Disclosure Letter or material to the Company and the
Company Subsidiaries taken at a whole, the Company is in compliance in all
material respects with any applicable license or similar agreement.

          (c) All Owned Intellectual Property Rights listed in the Company
Disclosure Letter or material to the Company and its Subsidiaries taken as a
whole, are free and clear of any Liens (other than Liens that are not material
in amount or that would not reasonably be expected to materially interfere with
such Intellectual Property Rights) and may be freely transferred, assigned,
licensed or sublicensed except as set forth in the Company Disclosure letter.
The Company's licenses with respect to all Licensed Intellectual Property Rights
that are listed in the Company Disclosure Letter or material to the Company and
the Company Subsidiaries taken as a whole are free and clear of any Liens (other
than Liens that are not material in amount or that would not reasonably be
expected to materially interfere with such Licensed Intellectual Property
Rights).

          SECTION 3.16. BROKERS; SCHEDULE OF FEES AND EXPENSES. No broker,
investment banker, financial advisor or other person, other than Chase
Securities Inc., the fees and expenses of which will be paid by the Company, is


   28


                                                                              27


entitled to any broker's, finder's, financial advisor's or other similar fee or
commission in connection with the Offer, the Merger and the other Transactions
based upon arrangements made by or on behalf of the Company. The estimated fees
and expenses incurred and to be incurred by the Company in connection with the
Offer, the Merger and the other Transactions (including the fees of Chase
Securities Inc. and the fees of the Company's legal counsel) are set forth in
the Company Disclosure Letter.

          SECTION 3.17. OPINION OF FINANCIAL ADVISOR. The Company has received
the opinion of Chase Securities Inc., dated the date of this Agreement, to the
effect that, as of such date, the consideration to be received in the Offer and
the Merger by the holders of Company Common Stock is fair to such holders from a
financial point of view and a copy of the signed opinion has been provided to
Parent.

          SECTION 3.18. LENS EXPRESS, INC. SALE. Following the closing of the
sale pursuant to the Asset Purchase Agreement by and among Lens Express, Inc.,
the Company and Strategic Optical Holdings, Inc. dated May 4, 2000 (the "LENS
EXPRESS SALE AGREEMENT"), neither the Company nor any Company Subsidiary will
have any material liabilities or obligations of any nature (whether accrued,
absolute, contingent or otherwise) with respect to the Business (as defined in
the Lens Express Sale Agreement) other than (i) the post-closing purchase price
adjustment provided in Section 3.3 of the Lens Express Sale Agreement, if any,
(ii) liabilities and obligations set forth in Section 2.3 of the Lens Express
Sale Agreement or Schedule 2.3 to the Lens Express Sale Agreement, (iii)
liabilities of Seller (as defined in the Lens Express Sale Agreement) required
to be set forth in Schedule 5.13 to the Lens Express Sale Agreement but not set
forth therein, (iv) the indemnity obligations set forth in Section 12.7 of the
Lens Express Sale Agreement, (v) compliance with the post-closing covenants set
forth in the Lens Express Sale Agreement and (vi) liabilities and obligations
set forth in a letter agreement dated May 4, 2000, a true and complete copy of
which has been provided to Parent. To the knowledge of the Company, except as
set forth in the Company Disclosure Letter, no liabilities that were required to
be set forth in Schedule 5.13 were not set forth therein. Exhibit 4.2 to the
Company's Current Report on Form 8-K filed with the SEC on May 12, 2000,
together with the exhibits and schedules thereto that the Company has provided
to Parent and the letter agreement referred to in clause (vi) above, constitute
a true and complete copy of the Lens Express Sale Agreement and there are no
other agreements in effect among the parties thereto relating to the subject
matter thereof.


   29


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                                   ARTICLE IV

                REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB

          Parent and Sub, jointly and severally, represent and warrant to the
Company as follows:

          SECTION 4.01. ORGANIZATION, STANDING AND POWER. Each of Parent and Sub
is duly organized, validly existing and in good standing under the laws of the
jurisdiction in which it is organized and has full corporate power and authority
and possesses all governmental franchises, licenses, permits, authorizations and
approvals in each case whether domestic or foreign necessary to enable it to
own, lease or otherwise hold its properties and assets and to conduct its
businesses as presently conducted, other than such franchises, licenses,
permits, authorizations and approvals the lack of which, individually and in the
aggregate, has not had and would not reasonably be expected to have a material
adverse effect on the ability of Parent or Sub to perform its obligations under
this Agreement or a material adverse effect on the ability of Parent or Sub to
consummate the Offer, the Merger and the other Transactions (a "PARENT MATERIAL
ADVERSE EFFECT").

          SECTION 4.02. SUB. (a) Since the date of its incorporation, Sub has
not carried on any business or conducted any operations other than the execution
of this Agreement, the performance of its obligations hereunder and matters
ancillary thereto. Sub was incorporated solely for the purpose of consummating
the Transactions.

          (b) The authorized capital stock of Sub consists of 1,000 shares of
common stock, par value $0.01 per share, all of which have been validly issued,
are fully paid and nonassessable and are owned by Parent free and clear of any
Lien.

          SECTION 4.03. AUTHORITY; EXECUTION AND DELIVERY; ENFORCEABILITY. Each
of Parent and Sub has all requisite corporate power and authority to execute and
deliver this Agreement and to consummate the Transactions. The execution and
delivery by each of Parent and Sub of this Agreement and the consummation by it
of the Transactions have been duly authorized by all necessary corporate action
on the part of Parent and Sub. Parent, as sole stockholder of Sub, has approved
this Agreement. Each of Parent and Sub has duly executed and delivered this
Agreement, and this Agreement constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms, except to the
extent that enforceability may be limited by


   30


                                                                              29


bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other
similar laws of general applicability relating to or affecting the enforcement
of creditors' rights and by the effect of the principles of equity (regardless
of whether enforceability is considered in a proceeding in equity or at law).

          SECTION 4.04. NO CONFLICTS; CONSENTS. (a) The execution and delivery
by each of Parent and Sub of this Agreement, do not, and the consummation of the
Offer, the Merger and the other Transactions and compliance with the terms
hereof will not, result in any violation of or default (with or without notice
or lapse of time, or both) under, or give rise to a right of termination,
cancelation or acceleration of any obligation or to loss of a material benefit
under, or to increased, additional, accelerated or guaranteed rights or
entitlements of any person under, or result in the creation of any Lien upon any
of the properties or assets of Parent or any of its subsidiaries under, any
provision of (i) the charter, by-laws or other organizational documents of
Parent or any of its subsidiaries, (ii) any Contract to which Parent or any of
its subsidiaries is a party or by which any of their respective properties or
assets is bound or (iii) subject to the filings and other matters referred to in
Section 4.04(b), any Judgment or Law applicable to Parent or any of its
subsidiaries or their respective properties or assets, other than, in the case
of clauses (ii) and (iii) above, any such items that, individually and in the
aggregate, have not had and would not reasonably be expected to have a Parent
Material Adverse Effect.

          (b) No Consent of, or registration, declaration or filing with, any
Governmental Entity is required to be obtained or made by or with respect to
Parent or any of its subsidiaries in connection with the execution, delivery and
performance of this Agreement or the consummation of the Transactions, other
than (i) compliance with and filings under the HSR Act, (ii) the filing with the
SEC of (A) the Offer Documents and (B) such reports under the Exchange Act as
may be required in connection with this Agreement, the Offer, the Merger and the
other Transactions, (iii) the filing of the Articles of Merger with the
Secretary of State of The Commonwealth of Massachusetts, (iv) such filings as
may be required in connection with the taxes described in Section 6.09, (v)
compliance with and filings under the Laws of the European Union, Brazil,
Germany, Ireland, Italy, the Netherlands and certain other foreign
jurisdictions, in each case if and to the extent required, and (vi) such other
items that, individually and in the aggregate, have not had


   31


                                                                              30


and would not reasonably be expected to have a Parent Material Adverse Effect.

          SECTION 4.05. INFORMATION SUPPLIED. None of the information supplied
or to be supplied by Parent or Sub for inclusion or incorporation by reference
in (i) the Offer Documents, the Schedule 14D-9 or the Information Statement
will, at the time such document is filed with the SEC, at any time it is amended
or supplemented or at the time it is first published, sent or given to the
Company's stockholders, contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make
the statements therein not misleading, or (ii) the Proxy Statement will, at the
date it is first mailed to the Company's stockholders or at the time of the
Company Stockholders Meeting, contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they are made, not misleading. The Offer Documents will comply as to form in all
material respects with the requirements of the Securities Act and the rules and
regulations thereunder, except that no representation is made by Parent or Sub
with respect to statements made or incorporated by reference therein based on
information supplied by the Company for inclusion or incorporation by reference
therein.

          SECTION 4.06. BROKERS. No broker, investment banker, financial advisor
or other person, other than Goldman, Sachs & Co., the fees and expenses of which
will be paid by Parent, is entitled to any broker's, finder's, financial
advisor's or other similar fee or commission in connection with the Offer, the
Merger and the other Transactions based upon arrangements made by or on behalf
of Parent.

          SECTION 4.07. FINANCIAL ABILITY TO PERFORM. Parent and Sub will have
cash funds sufficient as and when needed to pay all cash payments for shares of
Company Common Stock and options in the Offer and the Merger and to pay all
related fees and expenses.


                                    ARTICLE V

                    COVENANTS RELATING TO CONDUCT OF BUSINESS

          SECTION 5.01. CONDUCT OF BUSINESS. (a) CONDUCT OF BUSINESS BY THE
COMPANY. Except for matters set forth in the Company Disclosure Letter,
expressly agreed to in


   32


                                                                              31


writing by Parent or otherwise expressly permitted by this Agreement, from the
date of this Agreement to the earliest to occur of the date of the termination
of this Agreement, the date directors designated by Parent or Sub have been
elected to and shall constitute a majority of the Company Board (the "CONTROL
DATE") or the Effective Time the Company shall, and shall cause each Company
Subsidiary to, conduct the business of the Company and the Company Subsidiaries
taken as a whole in the usual, regular and ordinary course in substantially the
same manner as previously conducted and use all reasonable efforts to preserve
intact its current business organization, keep available the services of its
current officers and employees and keep its relationships with customers,
suppliers, licensors, licensees, distributors and others having business
dealings with them to the end that its goodwill and ongoing business shall be
unimpaired in all material respects at the Effective Time. In addition, and
without limiting the generality of the foregoing, except for matters set forth
in the Company Disclosure Letter, expressly agreed to in writing by Parent or
otherwise expressly permitted by this Agreement, from the date of this Agreement
to the earliest to occur of the date of the termination of this Agreement, the
Control Date or the Effective Time, the Company shall not, and shall not permit
any Company Subsidiary to, do any of the following without the prior written
consent of Parent:

          (i) (A) declare, set aside or pay any dividends on, or make any other
     distributions in respect of, any of its capital stock, other than dividends
     and distributions by a direct or indirect wholly owned subsidiary of the
     Company to its parent, (B) split, combine or reclassify any of its capital
     stock or issue or authorize the issuance of any other securities in respect
     of, in lieu of or in substitution for shares of its capital stock, or (C)
     purchase, redeem or otherwise acquire any shares of capital stock of the
     Company or any Company Subsidiary or any other securities thereof or any
     rights, warrants or options to acquire any such shares or other securities;

          (ii) issue, deliver, sell or grant (A) any shares of its capital
     stock, (B) any Voting Company Debt or other voting securities, (C) any
     securities convertible into or exchangeable for, or any options, warrants
     or rights to acquire, any such shares, Voting Company Debt, voting
     securities or convertible or exchangeable securities or (D) any "phantom"
     stock, "phantom" stock rights, stock appreciation rights or stock-based
     performance units, other than (1) the issuance of Company Common Stock (and
     associated Company Rights)


   33


                                                                              32


     upon the exercise of Company Stock Options outstanding on the date of this
     Agreement and in accordance with their present terms and (2) the issuance
     of Company Common Stock upon the exercise of Company Rights;

          (iii) amend its articles of organization, by-laws or other comparable
     charter or organizational documents;

          (iv) acquire or agree to acquire (A) by merging or consolidating with,
     or by purchasing a substantial equity interest in or portion of the assets
     of, or by any other manner, any business or any corporation, partnership,
     joint venture, association or other business organization or division
     thereof or (B) any assets that are material, individually or in the
     aggregate, to the Company and the Company Subsidiaries taken as a whole,
     except for purchases of inventory in the ordinary course of business
     consistent with past practice;

          (v) (A) grant to any current or former director, officer or employee
     of the Company or any Company Subsidiary any increase in compensation,
     except to the extent required under employment agreements in effect as of
     the date of the most recent audited financial statements included in the
     Filed Company SEC Documents or, with respect to employees (other than
     directors, officers or key employees) in the ordinary course of business
     consistent with prior practice, (B) grant to any current or former
     employee, officer or director of the Company or any Company Subsidiary any
     increase in severance or termination pay, except to the extent required
     under any agreement in effect as of the date of the most recent audited
     financial statements included in the Filed Company SEC Documents, (C) enter
     into any employment, consulting, indemnification, severance or termination
     agreement with any such employee, officer or director, (D) establish,
     adopt, enter into or amend in any material respect any collective
     bargaining agreement or Company Benefit Plan or (E) take any action to
     accelerate any rights or benefits, or make any material determinations not
     in the ordinary course of business consistent with prior practice, under
     any collective bargaining agreement or Company Benefit Plan;

          (vi) make any change in accounting methods, principles or practices
     materially affecting the reported consolidated assets, liabilities or
     results of operations of the Company, except insofar as may have been
     required by a change in GAAP;


   34


                                                                              33


          (vii) sell, lease (as lessor), license or otherwise dispose of or
     subject to any Lien any material properties or assets, except (A) sales of
     obsolete assets in the ordinary course of business consistent with past
     practice, (B) sales of inventory in the ordinary course of business
     consistent with prior practice and (C) the sale of Lens Express, Inc.
     substantially on the terms set forth in the Lens Express Sale Agreement;

          (viii) (A) incur any indebtedness for borrowed money or guarantee any
     such indebtedness of another person, issue or sell any debt securities or
     warrants or other rights to acquire any debt securities of the Company or
     any Company Subsidiary, guarantee any debt securities of another person,
     enter into any "keep well" or other agreement to maintain any financial
     statement condition of another person or enter into any arrangement having
     the economic effect of any of the foregoing, except for short-term
     borrowings from persons that are not directors, officers or employees of
     the Company or any Company Subsidiary incurred in the ordinary course of
     business consistent with past practice, or (B) make any loans, advances or
     capital contributions to, or investments in, any other person, other than
     to or in the Company or any direct or indirect wholly owned subsidiary of
     the Company or loans, investments and advances in connection with the sale
     of the products of the Company and the Company Subsidiaries in the ordinary
     course of business consistent with prior practice to persons that are not
     directors, officers or employees of the Company or any Company Subsidiary,
     not to exceed $100,000 individually or $1,000,000 in the aggregate;

          (ix) make or agree to make any new capital expenditure or expenditures
     that are in excess of $50,000 individually or $250,000 in the aggregate;

          (x) make or change any material Tax election or settle or compromise
     any material Tax liability or refund, except for liabilities not in excess
     of $100,000 individually or $1,000,000 in the aggregate;

          (xi) (A) pay, discharge or satisfy any claims, liabilities or
     obligations (absolute, accrued, asserted or unasserted, contingent or
     otherwise) in excess of $50,000 individually or $500,000 in the aggregate,
     other than the payment, discharge or satisfaction, in the ordinary course
     of business consistent with past practice or in accordance with their
     terms, of


   35


                                                                              34

     liabilities reflected or reserved against in, or contemplated by, the most
     recent consolidated financial statements (or the notes thereto) of the
     Company included in the Filed Company SEC Documents or incurred in the
     ordinary course of business consistent with past practice, (B) cancel any
     indebtedness in excess of $50,000 individually or $500,000 in the aggregate
     or waive any claims or rights of substantial value or (C) waive the
     benefits of, or agree to modify in any manner, any confidentiality,
     standstill or similar agreement to which the Company or any Company
     Subsidiary is a party;

          (xii) enter into, renew, extend, amend, modify, waive any material
     provision of, or terminate any lease or similar commitment, in each case
     providing for payments in excess of $100,000 over the term of such lease or
     commitment (or until the date on which such lease or commitment may be
     terminated by the Company without penalty); or

          (xiii) authorize, or commit or agree to take, any of the foregoing
     actions.

          (b) OTHER ACTIONS. The Company and Parent shall not, and shall not
permit any of their respective subsidiaries to, take any action that would, or
that would reasonably be expected to, result in (i) any of the representations
and warranties of such party set forth in this Agreement that is qualified as to
materiality becoming untrue, (ii) any of such representations and warranties
that is not so qualified becoming untrue in any material respect or (iii) any
condition to the Offer set forth in Exhibit A, or any condition to the Merger
set forth in Article VII, not being satisfied; PROVIDED, HOWEVER, that the
obligations set forth in this Section 5.01(b) shall not be deemed to have been
breached as a result of actions by the Company expressly permitted under Section
5.02(b).

          (c) ADVICE OF CHANGES. The Company shall promptly advise Parent orally
and in writing of any change or event that has had or would reasonably be
expected to have a Company Material Adverse Effect.

          SECTION 5.02. NO SOLICITATION. (a) The Company shall not, nor shall it
authorize or permit any Company Subsidiary to, nor shall it authorize or permit
any officer, director or employee of, or any investment banker, attorney or
other advisor or representative (collectively, "REPRESENTATIVES") of, the
Company or any Company Subsidiary to, (i) directly or indirectly solicit,
initiate or


   36


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encourage the submission of, any Company Takeover Proposal (as defined in
Section 5.02(e)), (ii) enter into any agreement with respect to any Company
Takeover Proposal or (iii) directly or indirectly participate in any discussions
or negotiations regarding, or furnish to any person any information with respect
to, or take any other action to facilitate any inquiries or the making of any
proposal that constitutes, or may reasonably be expected to lead to, any Company
Takeover Proposal; PROVIDED, HOWEVER, that prior to the first acceptance for
payment of shares of Company Common Stock pursuant to the Offer the Company may,
to the extent necessary to act in a manner consistent with the fiduciary
obligations of the Company Board, as determined in good faith by it after
consultation with outside counsel, in response to a Company Takeover Proposal
(as defined in Section 5.02(e)) that the Company Board determines, in good faith
after consultation with outside counsel and Chase Securities Inc. or another
nationally recognized independent financial advisor, is reasonably likely to
lead to a Superior Company Proposal (as defined in Section 5.02(e)), that was
not solicited by the Company and that did not otherwise result from a breach or
a deemed breach of this Section 5.02(a), and subject to compliance with Section
5.02(c),(x) furnish information with respect to the Company to the person making
such Company Takeover Proposal and its Representatives pursuant to a customary
confidentiality agreement and (y) participate in discussions or negotiations
with such person and its Representatives regarding such Company Takeover
Proposal. Without limiting the foregoing, it is agreed that any violation of the
restrictions set forth in the preceding sentence by any Representative of the
Company or any Company Subsidiary, whether or not such person is purporting to
act on behalf of the Company or any Company Subsidiary or otherwise, shall be
deemed to be a breach of this Section 5.02(a) by the Company.

          (b) Unless the Company Board, after consultation with outside counsel,
determines in its good faith judgment that it is necessary to do so in order to
fulfill its fiduciary obligations under applicable Law, neither the Company
Board nor any committee thereof shall (i) withdraw or modify in a manner adverse
to Parent or Sub, or publicly propose to withdraw or modify in a manner adverse
to Parent or Sub, the approval or recommendation by the Company Board or any
such committee of this Agreement, the Offer or the Merger, (ii) approve any
letter of intent, agreement in principle, acquisition agreement or similar
agreement relating to any Company Takeover Proposal or (iii) approve or
recommend, or publicly propose to approve or recommend, any Company Takeover
Proposal. The Company shall not take


   37


                                                                              36


the actions set forth in clauses (ii) or (iii) of the preceding sentence unless
it has terminated this Agreement pursuant to Section 8.01(e).

          (c) The Company promptly shall advise Parent orally and, within two
business days, in writing of any Company Takeover Proposal or any inquiry with
respect to or that could reasonably be expected to lead to any Company Takeover
Proposal, the material terms and conditions of any such Company Takeover
Proposal (including any changes thereto) and the identity of the person making
any such Company Takeover Proposal or inquiry. The Company shall (i) keep Parent
fully informed of the status and details (including any change to the terms
thereof) of any such Company Takeover Proposal and (ii) provide to Parent as
soon as practicable after receipt or delivery thereof with copies of all
correspondence and other written material sent or provided to the Company by any
third party in connection with any Company Takeover Proposal or sent or provided
by the Company to any third party in connection with any Company Takeover
Proposal.

          (d) Nothing contained in this Section 5.02 shall prohibit the Company
from taking and disclosing to its stockholders a position contemplated by Rule
14e-2(a) promulgated under the Exchange Act or from making any required
disclosure to the Company's stockholders if, in the good faith judgment of the
Company Board, after consultation with outside counsel, failure so to disclose
would be inconsistent with its obligations under applicable law.

          (e) For purposes of this Agreement:

          "COMPANY TAKEOVER PROPOSAL" means (i) any proposal or offer for a
     merger, consolidation, dissolution, recapitalization or other business
     combination involving the Company or any Significant Subsidiary of the
     Company, (ii) any proposal for the issuance by the Company of over 20% of
     its equity securities as consideration for the assets or securities of
     another person or (iii) any proposal or offer to acquire in any manner,
     directly or indirectly, over 20% of the equity securities or consolidated
     total assets of the Company, in each case other than pursuant to the
     Transactions.

          "SUPERIOR COMPANY PROPOSAL" means any proposal made by a third party
     to acquire substantially all the equity securities or assets of the
     Company, pursuant to a tender or exchange offer, a merger, a consolidation,
     a liquidation or dissolution, a recapitalization or a sale of all or
     substantially all its assets, (i) on


   38


                                                                              37

     terms which the Company Board determines in good faith to be superior from
     a financial point of view to the holders of Company Common Stock to the
     Transactions (after consultation with the Company's financial advisor,
     which shall be Chase Securities Inc. or another nationally recognized
     independent financial advisor), taking into account all the terms and
     conditions of such proposal and this Agreement (including any proposal by
     Parent to amend the terms of the Transactions) and (ii) that is reasonably
     capable of being completed, taking into account all financial, regulatory,
     legal and other aspects of such proposal.


                                   ARTICLE VI

                              ADDITIONAL AGREEMENTS

          SECTION 6.01. PREPARATION OF PROXY STATEMENT; STOCKHOLDERS MEETING.
(a) The Company shall, as soon as practicable following the expiration of the
Offer, prepare and file with the SEC the Proxy Statement in preliminary form,
and each of the Company, Parent and Sub shall use their best efforts to respond
as promptly as practicable to any comments of the SEC with respect thereto. The
Company shall notify Parent promptly of the receipt of any comments from the SEC
or its staff and of any request by the SEC or its staff for amendments or
supplements to the Proxy Statement or for additional information and shall
supply Parent with copies of all correspondence between the Company or any of
its representatives, on the one hand, and the SEC or its staff, on the other
hand, with respect to the Proxy Statement. If at any time prior to receipt of
the Company Stockholder Approval there shall occur any event that should be set
forth in an amendment or supplement to the Proxy Statement, the Company shall
promptly prepare and mail to its stockholders such an amendment or supplement.
The Company shall not mail any Proxy Statement, or any amendment or supplement
thereto, to which Parent reasonably objects. The Company shall use its best
efforts to cause the Proxy Statement to be mailed to the Company's stockholders
as promptly as practicable after filing with the SEC.

          (b) The Company shall, as soon as practicable following the expiration
of the Offer, duly call, give notice of, convene and hold a meeting of its
stockholders (the "COMPANY STOCKHOLDERS MEETING") for the purpose of seeking the
Company Stockholder Approval. Subject to Section 5.02(b), the Company shall,
through the Company Board, recommend to its stockholders that they give the
Company Stockholder Approval. Without limiting the


   39


                                                                              38


generality of the foregoing, the Company agrees that its obligations pursuant to
the first sentence of this Section 6.01(b) shall not be affected by the
commencement, public proposal, public disclosure or communication to the Company
of any Company Takeover Proposal. Notwithstanding the foregoing, if Sub or any
other subsidiary of Parent shall acquire at least 90% of the outstanding shares
of each series of Company Capital Stock, the parties shall, at the request of
Parent, take all necessary and appropriate action to cause the Merger to become
effective as soon as practicable after the expiration of the Offer without a
stockholders meeting in accordance with Section 82 of the BCL.

          (c) Parent shall cause all shares of Company Common Stock purchased
pursuant to the Offer and all other shares of Company Common Stock owned by
Parent, Sub or any other subsidiary of Parent to be voted in favor of the
approval of this Agreement.

          SECTION 6.02. ACCESS TO INFORMATION; CONFIDENTIALITY. The Company
shall, and shall cause each of its subsidiaries to, afford to Parent, and to
Parent's officers, employees, accountants, counsel, financial advisors and other
representatives, upon reasonable notice, reasonable access during normal
business hours during the period prior to the Effective Time to all their
respective properties, books, contracts, commitments, personnel and records and,
during such period, the Company shall, and shall cause each of its subsidiaries
to, furnish promptly to Parent (a) a copy of each report, schedule, registration
statement and other document filed by it during such period pursuant to the
requirements of Federal or state securities laws and (b) all other information
concerning its business, properties and personnel as Parent may reasonably
request; PROVIDED, HOWEVER, that the Company may withhold the documents and
information described in the Company Disclosure Letter to the extent required to
comply with the terms of a confidentiality agreement with a third party in
effect on the date of this Agreement; PROVIDED FURTHER, that the Company shall
use all reasonable efforts to obtain, as promptly as practicable, any consent
from such third party required to permit the Company to furnish such documents
and information to Parent. All information exchanged pursuant to this Section
6.02 shall be subject to the confidentiality agreement dated November 5, 1999,
between the Company and Alcon Laboratories, Inc. (the "CONFIDENTIALITY
AGREEMENT").

          SECTION 6.03. REASONABLE EFFORTS; NOTIFICATION. (a) Upon the terms and
subject to the conditions set forth in this Agreement, each of the parties shall
use all


   40


                                                                              39


reasonable efforts to take, or cause to be taken, all reasonable actions, and to
do, or cause to be done, and to assist and cooperate with the other parties in
doing, all things reasonably necessary, proper or advisable to consummate and
make effective, in the most expeditious manner practicable, the Offer, the
Merger and the other Transactions, including (i) the obtaining of all necessary
actions or nonactions, waivers, consents and approvals from Governmental
Entities and the making of all necessary registrations and filings (including
filings with Governmental Entities, if any) and the taking of all reasonable
steps as may be necessary to obtain an approval or waiver from, or to avoid an
action or proceeding by, any Governmental Entity, (ii) the obtaining of all
necessary consents, approvals or waivers from third parties, (iii) the defending
of any lawsuits or other legal proceedings, whether judicial or administrative,
challenging this Agreement or the consummation of the Transactions, including,
when reasonable, seeking to have any stay or temporary restraining order entered
by any court or other Governmental Entity vacated or reversed and (iv) the
execution and delivery of any additional instruments necessary to consummate the
Transactions and to fully carry out the purposes of this Agreement; PROVIDED,
HOWEVER, that the obligations set forth in this sentence shall not be deemed to
have been breached as a result of actions by the Company expressly permitted
under Section 5.02(b). In connection with and without limiting the foregoing,
the Company and the Company Board shall (i) take all action necessary to ensure
that no state takeover statute or similar statute or regulation is or becomes
applicable to any Transaction or this Agreement and (ii) if any state takeover
statute or similar statute or regulation becomes applicable to this Agreement,
take all action necessary to ensure that the Offer, the Merger and the other
Transactions may be consummated as promptly as practicable on the terms
contemplated by this Agreement and otherwise to minimize the effect of such
statute or regulation on the Offer, the Merger and the other Transactions.
Nothing in this Agreement shall be deemed to require any party to waive any
substantial rights or agree to any substantial limitation on its operations or
to dispose of any significant asset or collection of assets. As promptly as
practicable after the consummation of the Offer, the Company shall use all
reasonable efforts to notify Parent of any actions or nonactions of, waivers,
consents and approvals from, and registrations and filings with, Governmental
Entities, and any consents, approvals or waivers from third parties, that would
be required in connection with the consummation of the Merger in the event that
Parent elects pursuant to


   41


                                                                              40


Section 1.03 to merge the Company with and into Sub instead of merging Sub into
the Company.

          (b) The Company shall give prompt notice to Parent, and Parent or Sub
shall give prompt notice to the Company, of (i) any representation or warranty
made by it contained in this Agreement that is qualified as to materiality
becoming untrue or inaccurate in any respect or any such representation or
warranty that is not so qualified becoming untrue or inaccurate in any material
respect or (ii) the failure by it to comply with or satisfy in any material
respect any covenant, condition or agreement to be complied with or satisfied by
it under this Agreement; PROVIDED, HOWEVER, that no such notification shall
affect the representations, warranties, covenants or agreements of the parties
or the conditions to the obligations of the parties under this Agreement.

          SECTION 6.04. STOCK OPTIONS. (a) As soon as practicable following the
date of this Agreement, the Company Board (or, if appropriate, any committee
administering the Company Stock Plans) shall adopt such resolutions or take such
other actions as are required to adjust the terms of all outstanding Company
Stock Options and all outstanding Company SARs, in each case whether vested or
unvested, heretofore granted under any Company Stock Plan to provide that each
such Company Stock Option (and any Company SAR related thereto) outstanding
immediately prior to the first acceptance for payment of shares of Company
Common Stock pursuant to the Offer shall be canceled in exchange for a cash
payment by the Company as soon as practicable following the first acceptance for
payment of shares of Company Common Stock pursuant to the Offer of an amount
equal to (i) the excess, if any, of (x) the highest price per share of Company
Common Stock to be paid pursuant to the Offer over (y) the exercise price per
share of Company Common Stock subject to such Company Stock Option, multiplied
by (ii) the number of shares of Company Common Stock for which such Company
Stock Option shall not theretofore have been exercised. The Company will be
responsible for any required reporting to Federal, state or local tax
authorities.

          (b) All amounts payable pursuant to this Section 6.04 shall be subject
to any required withholding of Taxes or proof of eligibility of exemption
therefrom and shall be paid without interest by the Company as soon as
practicable following the first acceptance for payment of shares of Company
Common Stock pursuant to the Offer. The Company shall use its best efforts to
obtain all consents of the holders of Company Stock Options as shall be
necessary


   42


                                                                              41


to effectuate the foregoing. Notwithstanding anything to the contrary contained
in this Agreement, payment shall, at Parent's request, be withheld in respect of
any Company Stock Option until all necessary consents with respect to such
Company Stock Option are obtained.

          (c) The Company Stock Plans shall terminate as of the Effective Time,
and the provisions in any other Benefit Plan providing for the issuance,
transfer or grant of any capital stock of the Company or any interest in respect
of any capital stock of the Company shall be deleted as of the Effective Time,
and the Company shall ensure that following the Effective Time no holder of a
Company Stock Option or Company SAR or any participant in any Company Stock Plan
or other Company Benefit Plan shall have any right thereunder to acquire any
capital stock of the Company or the Surviving Corporation.

          (d) In this Agreement:

          "COMPANY STOCK OPTION" means any option to purchase Company Common
     Stock granted under any Company Stock Plan.

          "COMPANY SAR" means any stock appreciation right linked to the price
     of Company Common Stock and granted under any Company Stock Plan.

          "COMPANY STOCK PLANS" means the 1992 Stock Option Plan for Outside
     Directors, the 1999 Outside Director Compensation Plan, the 1987 Stock
     Option Plan, the 1997 Stock Option Plan, the Employee Stock Purchase Plan
     and all agreements under which there are outstanding options to purchase
     Company Common Stock granted to employees, consultants or any other person.

          SECTION 6.05. BENEFIT PLANS. (a) Except as set forth in Section 6.04,
Parent agrees to cause the Surviving Corporation (i) to maintain for a period of
one year after the Effective Time the Company Benefit Plans (other than
equity-based plans) in effect on the date of this Agreement or (ii) to provide
benefits (other than equity-based plans) to each current employee of the Company
and its subsidiaries that are not materially less favorable in the aggregate to
such employees than those benefits in effect for such employees on the date of
this Agreement.

          (b) In addition to the agreement set forth in Section 6.05(a), from
and after the Control Date and from and after the Effective Time, Parent shall
cause the Company or the Surviving Corporation, as applicable, to honor in


   43


                                                                              42


accordance with their respective terms (as in effect on the date of this
Agreement), all the Company's employment, severance and termination agreements,
plans and policies disclosed in the Company Disclosure Letter, including any
change in control provisions contained therein.

          (c) With respect to any "employee benefit plan", as defined in Section
3(3) of ERISA, maintained by Parent or any of its subsidiaries (including any
severance plan), for all purposes, including determining eligibility to
participate and vesting, service with the Company or any Company Subsidiary
shall be treated as service with Parent or any of its subsidiaries; PROVIDED,
HOWEVER, that such service need not be recognized to the extent that such
recognition would result in any duplication of benefits.

          SECTION 6.06. INDEMNIFICATION. (a) Parent shall, to the fullest extent
permitted by Law, cause the Company (from and after the Control Date) and the
Surviving Corporation (from and after the Effective Time) to honor all the
Company's obligations to indemnify, defend and hold harmless (including any
obligations to advance funds for expenses) the current and former directors and
officers of the Company and its subsidiaries against all losses, claims, damages
or liabilities arising out of acts or omissions by any such directors and
officers occurring prior to the Effective Time to the maximum extent that such
obligations of the Company exist on the date of this Agreement, whether pursuant
to the Company Charter, the Company By-laws, the BCL, individual indemnity
agreements or otherwise, and such obligations shall survive the Merger and shall
continue in full force and effect in accordance with the terms of the Company
Charter, the Company By-laws, the BCL and such individual indemnity agreements
from the Effective Time until the expiration of the applicable statute of
limitations with respect to any claims against such directors or officers
arising out of such acts or omissions. In the event a current or former director
or officer of the Company or any of its subsidiaries is entitled to
indemnification under this Section 6.06(a), such director or officer shall be
entitled to reimbursement from the Company (from and after the Control Date) or
the Surviving Corporation (from and after the Effective Time) for reasonable
attorney fees and expenses incurred by such director or officer in pursuing such
indemnification, including payment of such fees and expenses by the Surviving
Corporation or the Company, as applicable, in advance of the final disposition
of such action upon receipt of an undertaking by such current or former director
or officer to repay such payment if it shall be adjudicated that such


   44


                                                                              43

current or former director or officer was not entitled to such payment.

          (b) From and after the Control Date and for a period of six years
after the Effective Time, Parent shall cause to be maintained in effect the
current policies of directors' and officers' liability insurance maintained by
the Company (provided that Parent may either (i) substitute therefor policies
with reputable and financially sound carriers or (ii) maintain self insurance or
similar arrangements through a financially sound insurance affiliate of Parent,
in each case of at least the same coverage and amounts containing terms and
conditions which are no less advantageous) with respect to claims arising from
or related to facts or events which occurred at or before the Effective Time;
PROVIDED, HOWEVER, that Parent shall not be obligated to make annual premium
payments for such insurance to the extent such premiums exceed 200% of the
annual premiums paid as of the date hereof by the Company for such insurance
(such 200% amount, the "MAXIMUM PREMIUM"). If such insurance coverage cannot be
obtained at all, or can only be obtained at an annual premium in excess of the
Maximum Premium, Parent shall maintain the most advantageous policies of
directors' and officers' insurance obtainable for an annual premium equal to the
Maximum Premium. The Company represents to Parent that the Maximum Premium is
$400,000.

          (c) The Company will maintain, through the Effective Time, the
Company's existing directors' and officers' insurance in full force and effect
without reduction of coverage.

          (d) The By-Laws of the Surviving Corporation shall contain the
provisions that are set forth, as of the date of this Agreement, in Article VIII
of the By-Laws of the Company, which provisions shall not be amended, repealed
or otherwise modified for a period of six years from the Effective Time in any
manner that would affect adversely the rights thereunder of individuals who at
or at any time prior to the Effective Time were directors, officers, employees
or other agents of the Company (and during such period the Articles of
Organization of the Company shall not be amended, repealed or otherwise modified
in any manner that would have the effect of so amending, repealing or otherwise
modifying such provisions of the By-Laws).

          (e) If the Surviving Corporation or any of its successors or assigns
(i) consolidates with or merges into any other person and shall not be the
continuing or surviving corporation or entity of such consolidation or


   45


                                                                              44


merger and the continuing or surviving entity does not assume the obligations of
the Surviving Corporation set forth in this Section 6.06, or (ii) transfers all
or substantially all of its properties and assets to any person, then, and in
each such case, proper provision shall be made so that the successors and
assigns of the Surviving Corporation assume, as a matter of law or otherwise,
the obligations set forth in this Section 6.06.

          (f) Parent guarantees that if for any reason the Company or the
Surviving Corporation, as the case may be, shall not meet its obligations
pursuant to this Section 6.06, it shall meet such obligations in full when and
as such obligations arise.

          SECTION 6.07. FEES AND EXPENSES. (a) Except as provided below, all
fees and expenses incurred in connection with the Merger and the other
Transactions shall be paid by the party incurring such fees or expenses, whether
or not the Merger is consummated.

          (b) The Company shall pay to Parent a fee of $32.5 million if: (i)
this Agreement is terminated pursuant to Section 8.01(b)(iii) as a result of the
failure of the condition set forth in paragraph (d) of Exhibit A; (ii) the
Company terminates this Agreement pursuant to Section 8.01(e); (iii) Parent
terminates this Agreement pursuant to Section 8.01(d)(i) or 8.01(d)(ii) as a
result of a material breach of Section 5.02; (iv) after the date of this
Agreement, any person makes a Company Takeover Proposal, (A) the Offer shall
have remained open until the scheduled expiration date immediately following the
date such Company Takeover Proposal is made, (B) the Minimum Tender Condition is
not satisfied at such expiration date, (C) this Agreement is terminated pursuant
to Section 8.01(b)(i) or 8.01(b)(iii) (other than as a result of the failure of
the condition set forth in paragraph (d) of Exhibit A) and (D) within 12 months
of such termination the Company enters into a definitive agreement to
consummate, or consummates, the transactions contemplated by a Company Takeover
Proposal; or (v) subject to Section 6.07(c), this Agreement is terminated
pursuant to Section 8.01(c) as a result of a wilful breach by the Company and
within 12 months of such termination the Company enters into a definitive
agreement to consummate, or consummates, the transactions contemplated by a
Company Takeover Proposal. Any fee due under this Section 6.07(b) shall be paid
by wire transfer of same-day funds on the date of termination of this Agreement
(except that in the case of clause (iv) or (v) above such payment shall be made
on the


   46


                                                                              45


date of execution of such definitive agreement or, if earlier, consummation of
such transactions).

          (c) If the Company becomes obligated to pay a fee under Section
6.07(b) as a result of a termination pursuant to Section 8.01(c), Parent may
elect not to receive the fee and may instead pursue any and all rights, claims
and causes of action it may have under Law with respect to the breach giving
rise to such right of termination. If Parent elects to receive the fee, and the
Company pays the fee as required by Section 6.07(b), the payment by the Company
of such fee shall be Parent's sole remedy with respect to such breach and Parent
shall waive, to the fullest extent permitted by Law, any and all rights, claims
and causes of action (other than claims of, or causes of action arising from,
fraud) it may have against the Company with respect to such breach.

          SECTION 6.08. PUBLIC ANNOUNCEMENTS. Parent and Sub, on the one hand,
and the Company, on the other hand, shall consult with each other before
issuing, and provide each other the opportunity to review and comment upon, any
press release or other public statements with respect to the Offer, the Merger
and the other Transactions and shall not issue any such press release or make
any such public statement prior to such consultation, except as may be required
by applicable Law (including foreign regulations relating to competition), court
process or by obligations pursuant to any listing agreement with any national
securities exchange.

          SECTION 6.09. TRANSFER TAXES. All stock transfer, real estate
transfer, documentary, stamp, recording and other similar Taxes (including
interest, penalties and additions to any such Taxes) ("TRANSFER TAXES") incurred
in connection with the Transactions shall be paid by the party upon whom the
primary burden for payment is placed by the applicable law. Each party shall
cooperate with the other in preparing, executing and filing any Tax Returns with
respect to such Transfer Taxes and shall use reasonable efforts to avail itself
of any available exemptions from such Transfer Taxes, and shall cooperate in
providing any information and documentation that may be necessary to obtain such
exemptions.

          SECTION 6.10. DIRECTORS. Promptly upon the first acceptance for
payment of, and payment by Sub for, any shares of Company Common Stock pursuant
to the Offer, Sub shall be entitled to designate such number of directors on the
Company Board as will give Sub, subject to compliance with Section 14(f) of the
Exchange Act, representation on the Company Board equal to at least that number
of


   47


                                                                              46


directors, rounded up to the next whole number, which is the product of (a) the
total number of directors on the Company Board (giving effect to the directors
elected pursuant to this sentence) multiplied by (b) the percentage that (i)
such number of shares of Company Common Stock so accepted for payment and paid
for by Sub plus the number of shares of Company Common Stock otherwise owned by
Sub or any other subsidiary of Parent bears to (ii) the number of such shares
outstanding, and the Company shall, at such time, cause Sub's designees to be so
elected; PROVIDED, HOWEVER, that in the event that Sub's designees are appointed
or elected to the Company Board, until the Effective Time the Company Board
shall have at least three directors who are directors on the date of this
Agreement and who are not officers of the Company (the "INDEPENDENT DIRECTORS");
and PROVIDED FURTHER that, in such event, if the number of Independent Directors
shall be reduced below three for any reason whatsoever, any remaining
Independent Directors (or Independent Director, if there shall be only one
remaining) shall be entitled to designate persons to fill such vacancies who
shall be deemed to be Independent Directors for purposes of this Agreement or,
if no Independent Directors then remain, the other directors shall designate
three persons to fill such vacancies who are not officers, stockholders or
affiliates of the Company, Parent or Sub, and such persons shall be deemed to be
Independent Directors for purposes of this Agreement. Subject to applicable Law,
the Company shall take all action requested by Parent necessary to effect any
such election, including mailing to its stockholders the Information Statement
containing the information required by Section 14(f) of the Exchange Act and
Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with
the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the
Company on a timely basis all information required to be included in the
Information Statement with respect to Sub's designees). In connection with the
foregoing, the Company shall promptly, at the option of Sub, either increase the
size of the Company Board or obtain the resignation of such number of its
current directors as is necessary to enable Sub's designees to be elected or
appointed to the Company Board as provided above.

          SECTION 6.11. RIGHTS AGREEMENT; CONSEQUENCES IF RIGHTS TRIGGERED. The
Company Board shall take all action requested in writing by Parent in order to
render the Company Rights inapplicable to the Offer, the Merger and the other
Transactions. Except as approved in writing by Parent, the Company Board shall
not (i) amend the Company Rights Agreement, (ii) redeem the Company Rights or
(iii) take any action with respect to, or make any


   48


                                                                              47


determination under, the Company Rights Agreement, in each case in a manner
adverse to Parent or Sub. If any Distribution Date, Stock Acquisition Date or
Common Stock Event occurs under the Company Rights Agreement at any time during
the period from the date of this Agreement to the Effective Time, the Company
and Parent shall make such adjustment to the Offer Price as the Company and
Parent shall mutually agree so as to preserve the economic benefits that the
Company and Parent each reasonably expected on the date of this Agreement to
receive as a result of the consummation of the Offer, the Merger and the other
Transactions.

          SECTION 6.12. STOCKHOLDER LITIGATION. The Company shall give Parent
the opportunity to participate in the defense or settlement of any stockholder
litigation against the Company and its directors relating to any Transaction;
PROVIDED, HOWEVER, that Parent shall have the right to prevent the Company from
entering into any such settlement without Parent's consent if Parent agrees to
indemnify the Company and each director of the Company for the amount of its,
his or her liability, if any, arising from the underlying claim, net of any
insurance proceeds received by such person, that is in excess of the amount for
which such person would have been liable under such settlement.

          SECTION 6.13. TRANSFERS OF CERTAIN INTANGIBLE ASSETS. No later than
simultaneously with the first acceptance for payment of, and payment by Sub for,
at least two-thirds of the Fully Diluted Shares (as defined in Exhibit A)
pursuant to the Offer, (a) the Company shall cause its subsidiary, Autonomous
Technologies Corp., a Delaware corporation ("AUTONOMOUS"), to transfer (x)
certain of the Intellectual Property Rights of Autonomous and its subsidiaries
and (y) certain licenses, approvals and registrations issued by, or filed with,
the FDA, and all other Governmental Entities performing similar functions, and
all rights therein, of Autonomous and its subsidiaries with respect to any
products of Autonomous and its subsidiaries to Alcon Universal Ltd., a Swiss
corporation ("AUL"), in exchange for a cash payment by AUL equal to the fair
market value of the transferred assets, and (b) the Company shall transfer to
AUL all of the outstanding shares of stock in its subsidiary, Summit Technology
Ireland B.V., a Netherlands corporation ("DUTCHCO"), in exchange for a cash
payment by AUL equal to the net book value of DutchCo). If any consent required
to transfer an asset pursuant to this Section 6.13 has not been obtained prior
to the time at which such transfer would otherwise occur, Parent and the Company
shall cooperate in any lawful and reasonable


   49


                                                                              48

arrangement proposed by Parent under which AUL shall obtain the economic claims,
rights and benefits under such asset until such consent has been obtained.


                                   ARTICLE VII

                              CONDITIONS PRECEDENT

          SECTION 7.01. CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE
MERGER. The respective obligation of each party to effect the Merger is subject
to the satisfaction or waiver on or prior to the Closing Date of the following
conditions:

          (a) STOCKHOLDER APPROVAL. The Company shall have obtained the Company
Stockholder Approval, if required.

          (b) ANTITRUST. The waiting period (and any extension thereof)
applicable to the Merger under the HSR Act shall have been terminated or shall
have expired. Any consents, approvals and filings under any other foreign
antitrust Law the absence of which would prohibit the consummation of Merger,
shall have been obtained or made.

          (c) NO INJUNCTIONS OR RESTRAINTS. No statute, rule, regulation,
executive order, decree, temporary restraining order, preliminary or permanent
injunction or other order enacted, entered, promulgated, enforced or issued by
any Governmental Entity or other legal restraint or prohibition preventing the
consummation of the Merger or the other Transactions shall be in effect;
PROVIDED, HOWEVER, that prior to asserting this condition each of the parties
shall have used all reasonable efforts to prevent the entry of any such
injunction or other order and to appeal as promptly as possible any such
injunction or other order that may be entered.

          (d) ACCEPTANCE OF SHARES PURSUANT TO THE OFFER. Sub shall have
accepted shares of Company Common Stock for payment pursuant to the Offer;
PROVIDED, that the obligation of a party to effect the Merger shall not be
conditioned on the fulfillment of the condition set forth in this clause (d) if
the failure of Sub to accept shares of Company Common Stock for payment pursuant
to the Offer shall have constituted or resulted from a material breach of the
Offer or this Agreement by such party.


   50


                                                                              49

                                  ARTICLE VIII

                        TERMINATION, AMENDMENT AND WAIVER

          SECTION 8.01. TERMINATION. This Agreement may be terminated at any
time prior to the Effective Time, whether before or after receipt of Company
Stockholder Approval:

          (a) by mutual written consent of Parent, Sub and the Company;

          (b) by either Parent or the Company:

               (i) if the Offer is not consummated on or before November 26,
          2000 (the "OUTSIDE DATE"), unless the failure to consummate the Offer
          is the result of a wilful and material breach of this Agreement by the
          party seeking to terminate this Agreement;

               (ii) if any Governmental Entity issues an order, decree or ruling
          or takes any other action permanently enjoining, restraining or
          otherwise prohibiting the acceptance for payment of, or payment for,
          shares of Company Common Stock pursuant to the Offer or the Merger and
          such order, decree, ruling or other action shall have become final and
          nonappealable;

               (iii) if as the result of the failure of any of the conditions
          set forth in Exhibit A to this Agreement, the Offer shall have
          terminated or expired in accordance with its terms without Sub having
          accepted shares of Company Common Stock for payment pursuant to the
          Offer; PROVIDED, HOWEVER, that the right to terminate this Agreement
          pursuant to this clause (iii) shall not be available to any party
          whose failure to fulfill any of its obligations under this Agreement
          results in the failure of any such condition or if the failure of such
          condition results from facts or circumstances that constitute a wilful
          breach of any representation or warranty under this Agreement by such
          party; or

               (iv) if, upon a vote at a duly held meeting to obtain the Company
          Stockholder Approval, the Company Stockholder Approval is not
          obtained; PROVIDED, that Parent may not terminate this Agreement under
          this Section 8.01(b)(iv) if the Company Common Stock owned by Sub,
          Parent or any


   51


                                                                              50


          other subsidiary of Parent shall not have been voted in favor of
          obtaining the Company Stockholder Approval;

          (c) by Parent, if the Company breaches or fails to perform in any
material respect any of its representations, warranties or covenants contained
in this Agreement (other than a breach or failure to perform for which Parent
has the right to terminate this Agreement pursuant to Section 8.01(d)(ii)),
which breach or failure to perform (i) would give rise to the failure of a
condition set forth in Exhibit A, and (ii) cannot be or has not been cured
within 30 days after the giving of written notice to the Company of such breach
(provided that Parent is not then in material breach of any representation,
warranty or covenant contained in this Agreement); or

          (d) by Parent prior to the first acceptance of shares of Company
Common Stock for payment pursuant to the Offer:

               (i) if the Company Board or any committee thereof withdraws or
          modifies in a manner adverse to Parent or Sub, or publicly proposes to
          withdraw or modify in a manner adverse to Parent or Sub, its approval
          or recommendation of this Agreement, the Offer or the Merger, fails to
          recommend to the Company's stockholders that they accept the Offer and
          give the Company Stockholder Approval or publicly approves or
          recommends, or publicly proposes to approve or recommend, any Company
          Takeover Proposal; or

               (ii) if the Company or any of its officers, directors, employees,
          representatives or agents takes any of the actions that would be
          proscribed by Section 5.02 but for the exceptions therein allowing
          certain actions to be taken pursuant to the proviso in the first
          sentence of Section 5.02(a); or

          (e) by the Company prior to the first acceptance of shares of Company
Common Stock for payment pursuant to the Offer in accordance with Section
8.05(b); PROVIDED, HOWEVER, that the Company shall have complied with all
provisions thereof, including the notice provisions therein; or

          (f) by the Company prior to the first acceptance of shares of Company
Common Stock for payment pursuant


   52


                                                                              51


     to the Offer, if Parent breaches or fails to perform in any material
     respect any of its representations, warranties or covenants contained in
     this Agreement, which breach or failure to perform cannot be or has not
     been cured within 30 days after the giving of written notice to Parent of
     such breach (provided that the Company is not then in material breach of
     any representation, warranty or covenant contained in this Agreement).

          SECTION 8.02. EFFECT OF TERMINATION. In the event of termination of
this Agreement by either the Company or Parent as provided in Section 8.01, this
Agreement shall forthwith become void and have no effect, without any liability
or obligation on the part of Parent, Sub or the Company, other than Section
3.16, Section 4.06, the last sentence of Section 6.02, Section 6.07, this
Section 8.02 and Article IX, which provisions shall survive such termination,
and except to the extent that such termination results from the wilful and
material breach by a party of any representation, warranty or covenant set forth
in this Agreement.

          SECTION 8.03. AMENDMENT. This Agreement may be amended by the parties
at any time before or after receipt of the Company Stockholder Approval;
PROVIDED, HOWEVER, that after receipt of the Company Stockholder Approval, there
shall be made no amendment that by Law requires further approval by the
stockholders of the Company without the further approval of such stockholders;
and PROVIDED, FURTHER, that after this Agreement is adopted by the Company's
stockholders, no such amendment or modification shall be made that reduces the
amount or changes the form of Merger Consideration or otherwise materially and
adversely affects the rights of the Company's stockholders hereunder, without
the further approval of such stockholders. This Agreement may not be amended
except by an instrument in writing signed on behalf of each of the parties.

          SECTION 8.04. EXTENSION; WAIVER. At any time prior to the Effective
Time, the parties may (a) extend the time for the performance of any of the
obligations or other acts of the other parties, (b) waive any inaccuracies in
the representations and warranties contained in this Agreement or in any
document delivered pursuant to this Agreement or (c) subject to the proviso of
Section 8.03, waive compliance with any of the agreements or conditions
contained in this Agreement. Any agreement on the part of a party to any such
extension or waiver shall be valid only if set forth in an instrument in writing
signed on behalf of such party. The failure of any party to this Agreement to
assert any of its


   53


                                                                              52


rights under this Agreement or otherwise shall not constitute a waiver of such
rights.

          SECTION 8.05. PROCEDURE FOR TERMINATION, AMENDMENT, EXTENSION OR
WAIVER. (a) A termination of this Agreement pursuant to Section 8.01, an
amendment of this Agreement pursuant to Section 8.03 or an extension or waiver
pursuant to Section 8.04 shall, in order to be effective, require in the case of
Parent, Sub or the Company, action by its Board of Directors or the duly
authorized designee of its Board of Directors; PROVIDED, that in the case of the
Company, such action shall also require action by a majority of the Independent
Directors.

          (b) The Company may terminate this Agreement pursuant to Section
8.01(e) only if (i) the Company Board has received a Superior Company Proposal,
(ii) in light of such Superior Company Proposal the Company Board shall have
determined in good faith, after consultation with outside counsel, that it is
necessary for the Company Board to withdraw or modify its approval or
recommendation of this Agreement, the Offer or the Merger in order to act in a
manner consistent with its fiduciary duty under applicable Law, (iii) the
Company has notified Parent in writing of the determinations described in clause
(ii) above, (iv) at least three business days following receipt by Parent of the
notice referred to in clause (iii) above, and taking into account any revised
proposal made by Parent since receipt of the notice referred to in clause (iii)
above, such Superior Company Proposal remains a Superior Company Proposal and
the Company Board has again made the determinations referred to in clause (ii)
above, (v) the Company is in compliance with Section 5.02 (other than breaches
that, individually and in the aggregate, are not material and do not prejudice
Parent's rights under this Agreement), (vi) the Company has previously paid the
fee due under Section 6.07, (vii) the Company Board concurrently approves, and
the Company concurrently enters into, a definitive agreement providing for the
implementation of such Superior Company Proposal and (viii) Parent is not at
such time entitled to terminate this Agreement pursuant to Section 8.01(c).


                                   ARTICLE IX

                               GENERAL PROVISIONS

          SECTION 9.01. NONSURVIVAL OF REPRESENTATIONS AND WARRANTIES. Except as
provided in the last sentence of this Section 9.01, none of the representations
and warranties in this Agreement or in any instrument delivered pursuant to


   54


                                                                              53


this Agreement shall survive the Effective Time. This Section 9.01 (including
any rights arising out of any breach of such representations and warranties)
shall not limit any covenant or agreement of the parties which by its terms
contemplates performance after the Effective Time.

          SECTION 9.02. NOTICES. All notices, requests, claims, demands and
other communications under this Agreement shall be in writing and shall be
deemed given (i) seven days after mailing by certified mail, (ii) when delivered
by hand, (iii) upon confirmation of receipt by telecopy or (iv) one business day
after sending by overnight delivery service, to the parties at the following
addresses (or at such other address for a party as shall be specified by like
notice):

          (a) if to Parent or Sub, to

               Alcon Holdings Inc.
               6201 South Freeway
               Fort Worth, TX 76134-2099

               Attention:  Elaine E. Whitbeck, Esq.
               Facsimile:  (817) 568-7579

               with a copy to:

               Cravath, Swaine & Moore
               825 Eighth Avenue
               New York, NY  10019

               Attention:  Alan C. Stephenson, Esq.
               Facsimile:  (212) 474-3700

          (b) if to the Company, to

               Summit Autonomous Inc.
               21 Hickory Drive
               Waltham, MA  02451

               Attention:  James A. Lightman, Esq.
               Facsimile:  (781) 890-6739

               with a copy to:

               Ropes & Gray
               One International Place
               Boston, MA  02110-2624

               Attention:  Keith F. Higgins, Esq.
               Facsimile:  (617) 951-7050


   55


                                                                              54


          SECTION 9.03. DEFINITIONS. For purposes of this Agreement:

          An "AFFILIATE" of any person means another person that directly or
indirectly, through one or more intermediaries, controls, is controlled by, or
is under common control with, such first person.

          A "KEY EMPLOYEE" means an employee of the Company or any Company
Subsidiary whose total annual compensation (including incentive compensation),
after giving effect to any increase after the date of this Agreement, exceeds
$85,000.

          A "MATERIAL ADVERSE EFFECT" on a party means a material adverse effect
on the business, assets, condition (financial or otherwise) or results of
operations of such party and its subsidiaries, taken as a whole.

          A "PERSON" means any individual, firm, corporation, partnership,
company, limited liability company, trust, joint venture, association,
Governmental Entity or other entity.

          A "SUBSIDIARY" of any person means another person, an amount of the
voting securities, other voting ownership or voting partnership interests of
which is sufficient to elect at least a majority of its Board of Directors or
other governing body (or, if there are no such voting interests, 50% or more of
the equity interests of which) is owned directly or indirectly by such first
person.

          "TO THE KNOWLEDGE" of any specified corporation means to the actual
knowledge of any director or officer of such corporation.

          SECTION 9.04. INTERPRETATION; DISCLOSURE LETTERS. When a reference is
made in this Agreement to a Section, such reference shall be to a Section of
this Agreement unless otherwise indicated. The table of contents and headings
contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement. Whenever the words
"include", "includes" or "including" are used in this Agreement, they shall be
deemed to be followed by the words "without limitation". Any matter disclosed in
any section of the Company Disclosure Letter shall be deemed disclosed only for
the purposes of the specific Sections of this Agreement to which such section
relates.


   56


                                                                              55


          SECTION 9.05. SEVERABILITY. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule or law,
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible in an acceptable manner to
the end that transactions contemplated hereby are fulfilled to the extent
possible.

          SECTION 9.06. COUNTERPARTS. This Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same agreement
and shall become effective when one or more counterparts have been signed by
each of the parties and delivered to the other parties.

          SECTION 9.07. ENTIRE AGREEMENT; NO THIRD-PARTY BENEFICIARIES. This
Agreement, taken together with the Company Disclosure Letter and the
Confidentiality Agreement, (a) constitute the entire agreement, and supersede
all prior agreements and understandings, both written and oral, among the
parties with respect to the Transactions and (b) except for the provisions of
Article II, Section 6.04 and Section 6.06, are not intended to confer upon any
person other than the parties any rights or remedies.

          SECTION 9.08. GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of The Commonwealth of Massachusetts,
regardless of the laws that might otherwise govern under applicable principles
of conflicts of laws thereof.

          SECTION 9.09. ASSIGNMENT. Neither this Agreement nor any of the
rights, interests or obligations under this Agreement shall be assigned, in
whole or in part, by operation of law or otherwise by any of the parties without
the prior written consent of the other parties, except that Sub may assign, in
its sole discretion, any of or all its rights, interests and obligations under
this Agreement to Parent or to any direct or indirect wholly owned subsidiary of
Parent, but no such assignment shall relieve Sub of any of its obligations under
this Agreement. Any purported assignment without such consent shall be void.
Subject to the preceding sentences, this Agreement will be binding upon, inure
to the benefit of, and be enforceable by, the parties and their respective
successors and assigns.


   57


                                                                              56


          SECTION 9.10. ENFORCEMENT. The parties agree that irreparable damage
would occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached. It
is accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in any Massachusetts state court or
any Federal court located in The Commonwealth of Massachusetts, this being in
addition to any other remedy to which they are entitled at law or in equity. In
addition, each of the parties hereto (a) consents to submit itself to the
personal jurisdiction of any Massachusetts state court or any Federal court
located in The Commonwealth of Massachusetts in the event any dispute arises out
of this Agreement or any Transaction, (b) agrees that it will not attempt to
deny or defeat such personal jurisdiction by motion or other request for leave
from any such court, (c) agrees that it will not bring any action relating to
this Agreement or any Transaction in any court other than any Massachusetts
state court or any Federal court sitting in The Commonwealth of Massachusetts
and (d) waives any right to trial by jury with respect to any action related to
or arising out of this Agreement or any Transaction.

          SECTION 9.11. CONSENTS. Whenever this Agreement requires or permits
consent by or on behalf of any party hereto, such consent shall be given in
writing in a manner consistent with the requirements for a waiver of compliance
as set forth in Sections 8.04 and 8.05. Sub hereby agrees that any consent or
waiver of compliance given by Parent hereunder shall be conclusively binding
upon it, whether given expressly on its behalf or not.


   58


          IN WITNESS WHEREOF, Parent, Sub and the Company have duly executed
this Agreement, all as of the date first written above.

                                    ALCON HOLDINGS INC.,

                                      by   /s/ Timothy R.G. Sear
                                        ------------------------------
                                        Name:  Timothy R.G. Sear
                                        Title: Chairman of the Board,
                                               Chief Executive Officer
                                               and President


                                    ALCON ACQUISITION CORP.,

                                      by   /s/ Elaine E. Whitbeck
                                        ------------------------------
                                        Name:  Elaine E. Whitbeck
                                        Title: President

                                      by   /s/ Douglas MacHatton
                                        ------------------------------
                                        Name:  Douglas MacHatton
                                        Title: Treasurer


                                    SUMMIT AUTONOMOUS INC.,

                                      by   /s/ Robert J. Palmisano
                                        ------------------------------
                                        Name:  Robert J. Palmisano
                                        Title: President and
                                               Chief Executive Officer

                                      by   /s/ Robert J. Kelly
                                        ------------------------------
                                        Name:  Robert J. Kelly
                                        Title: Treasurer


   59


                                                                       EXHIBIT A


                             CONDITIONS OF THE OFFER

          Notwithstanding any other term of the Offer or this Agreement, Sub
shall not be required to accept for payment or, subject to any applicable rules
and regulations of the SEC, including Rule 14e-l(c) under the Exchange Act
(relating to Sub's obligation to pay for or return tendered shares of Company
Common Stock promptly after the termination or withdrawal of the Offer), to pay
for any shares of Company Common Stock tendered pursuant to the Offer unless (i)
there shall have been validly tendered and not withdrawn prior to the expiration
of the Offer that number of shares of Company Common Stock which, together with
that number of shares of Company Common Stock owned by Parent, Sub and Parent's
other subsidiaries, would represent at least two-thirds of the Fully Diluted
Shares (the "MINIMUM TENDER CONDITION") and (ii) any waiting period under the
HSR Act applicable to the purchase of shares of Company Common Stock pursuant to
the Offer shall have expired or been terminated. The term "FULLY DILUTED SHARES"
means all outstanding securities entitled generally to vote in the election of
directors of the Company on a fully diluted basis, after giving effect to the
exercise or conversion of all options, rights and securities exercisable or
convertible into such voting securities. Furthermore, notwithstanding any other
term of the Offer or this Agreement, Sub shall not be required to accept for
payment or, subject as aforesaid, to pay for any shares of Company Common Stock
not theretofore accepted for payment or paid for, and may terminate or amend the
Offer, (A) with the consent of the Company or (B) without the consent of the
Company at any time on or after the date of this Agreement and before the first
acceptance of such shares for payment or the payment therefor when any of the
following conditions exists:

          (a) there shall be threatened or pending any suit, action or
     proceeding by any Governmental Entity, or pending any suit, action or
     proceeding with a reasonable likelihood of success by any other person, (i)
     challenging the acquisition by Parent or Sub of any Company Common Stock,
     seeking to restrain or prohibit the making or consummation of the Offer or
     the Merger or any other Transaction, or seeking to obtain from the Company,
     Parent or Sub any damages that are material in relation to the Company and
     its subsidiaries taken as a whole, (ii) seeking to prohibit or limit the
     ownership or operation by the Company, Parent or any of their respective
     subsidiaries of any material portion of the business or assets of the
     Company and its subsidiaries taken as whole or Parent and its subsidiaries
     taken as


   60


                                                                               2

     a whole, or to compel the Company, Parent or any of their respective
     subsidiaries to dispose of or hold separate any material portion of the
     business or assets of the Company and its subsidiaries taken as whole or
     Parent and its subsidiaries taken as a whole, as a result of the Offer, the
     Merger or any other Transaction, (iii) seeking to impose limitations on the
     ability of Parent or Sub to acquire or hold, or exercise full rights of
     ownership of, any shares of Company Common Stock, including the right to
     vote the Company Common Stock acquired by it on all matters properly
     presented to the stockholders of the Company or (iv) seeking to prohibit
     Parent or any of its subsidiaries from effectively controlling in any
     material respect the business or operations of the Company and the Company
     Subsidiaries;

          (b) any Law or Judgment enacted, entered, enforced, promulgated,
     amended or issued with respect to, or deemed applicable to, or any required
     consent or approval withheld with respect to, (i) Parent, the Company or
     any of their respective subsidiaries or (ii) the Offer, the Merger or any
     other Transaction, by any Governmental Entity that is reasonably likely to
     result, directly or indirectly, in any of the consequences referred to in
     paragraph (a) above;

          (c) except as disclosed in the Filed Company SEC Documents or the
     Company Disclosure Letter, since the date of the most recent audited
     financial statements included in the Filed Company SEC Documents there
     shall have occurred any event, change, effect or development that,
     individually or in the aggregate, has had or would reasonably be expected
     to have, a Company Material Adverse Effect;

          (d) the Company Board or any committee thereof shall have withdrawn or
     modified in a manner adverse to Parent or Sub, or publicly proposed to
     withdraw or modify in a manner adverse to Parent or Sub, its approval or
     recommendation of this Agreement, the Offer or the Merger, failed to
     recommend to the Company's stockholders that they accept the Offer and give
     the Company Stockholder Approval or approved or recommended, or publicly
     proposed to approve or recommend, any Company Takeover Proposal;

          (e) any representation and warranty of the Company in this Agreement
     that is qualified as to materiality shall not be true and correct or any
     such representation and warranty that is not so qualified


   61


                                                                               3


     shall not be true and correct in any material respect, as of the date of
     this Agreement and as of such time, except to the extent such
     representation and warranty expressly relates to an earlier date (in which
     case on and as of such earlier date);

          (f) the Company shall have failed to perform in any material respect
     any obligation or to comply in any material respect with any agreement or
     covenant of the Company to be performed or complied with by it under this
     Agreement, which failure to perform or comply cannot be or has not been
     cured within five days after the giving of written notice to the Company of
     such breach; or

          (g) this Agreement shall have been terminated in accordance with its
     terms;

which, in the sole and good faith judgment of Sub or Parent, in any such case,
and regardless of the circumstances giving rise to any such condition (including
any action or inaction by Parent or any of its affiliates), makes it inadvisable
to proceed with such acceptance for payment or payment.

          The foregoing conditions are for the sole benefit of Sub and Parent
and, subject to Section 1.01(a), may be asserted by Sub or Parent regardless of
the circumstances giving rise to such condition or may be waived by Sub and
Parent in whole or in part at any time and from time to time in their sole
discretion (subject to the terms of this Agreement). The failure by Parent, Sub
or any other affiliate of Parent at any time to exercise any of the foregoing
rights shall not be deemed a waiver of any such right, the waiver of any such
right with respect to particular facts and circumstances shall not be deemed a
waiver with respect to any other facts and circumstances and each such right
shall be deemed an ongoing right that may be asserted at any time and from time
to time.


   62


                                                                       EXHIBIT B
                                                          FEDERAL IDENTIFICATION
                                                                NO.
-----------------------

                        THE COMMONWEALTH OF MASSACHUSETTS
                             WILLIAM FRANCIS GALVIN
                          Secretary of the Commonwealth
Examiner      One Ashburton Place, Boston, Massachusetts 02108-1512


                        RESTATED ARTICLES OF ORGANIZATION
                    (GENERAL LAWS, CHAPTER 156B, SECTION 74)


              We,                                                      _______ ,
              *President / *Vice President,
Name
Approved
              and                                                              ,
              *Clerk / *Assistant Clerk,


              of             Summit Autonomous Inc.                            ,
                             ----------------------
                           (Exact name of corporation)

              located at            [address]                                  ,
                                    ---------
                (Street address of corporation in Massachusetts)

              do hereby certify that the following Restatement of the Articles
              of Organization was duly adopted at a meeting held on    , 2000 by
              a vote of the directors/or:

                         shares of         Common Stock              of
                                           ------------
              shares outstanding,
                         (type, class & series, if any)

              being at least two-thirds of each type, class or series
              outstanding and entitled to vote thereon and of each type, class
              or series of stock whose rights are adversely affected thereby:

                                   ARTICLE I
                                  The name of
                              the corporation is:
                             Summit Autonomous Inc.


                                   ARTICLE II
  C                 The purpose of the corporation is to engage in the following
[ ]            business activity(ies):
  P
[ ]                      To engage in research and development, manufacture and
  M            sale of laser devices for use in any and all fields, and related
[ ]            components, parts and equipment.
R.A.
[ ]                      To carry on any business and engage in any other
               activity, whether or not related to those in the foregoing
               paragraph, which may be permitted by the laws of the Commonwealth
               of Massachusetts to a corporation organized under Chapter 156B of
               the General Laws of Massachusetts as the same may be amended from
               time to time.


               *Delete the inapplicable words. **Delete the inapplicable clause.

               NOTE: IF THE SPACE PROVIDED UNDER ANY ARTICLE OR ITEM ON THIS
               FORM IS INSUFFICIENT, ADDITIONS SHALL BE SET FORTH ON SEPARATE
               8 1/2 X 11 SHEETS OF PAPER WITH A LEFT MARGIN OF AT LEAST 1 INCH.
               ADDITIONS TO MORE THAN ONE ARTICLE MAY BE MADE ON A SINGLE SHEET
               SO LONG AS EACH ARTICLE REQUIRING EACH ADDITION IS CLEARLY
               INDICATED.

P.C.


   63


                                                                               2


                                   ARTICLE III
State the total number of shares and par value, if any, of each class of stock
which the corporation is authorized to issue:


--------------------------------------------------------------------------------------------------------- WITHOUT PAR VALUE WITH PAR VALUE --------------------------------------------------------------------------------------------------------- TYPE NUMBER OF SHARES TYPE NUMBER OF PAR VALUE SHARES --------------------------------------------------------------------------------------------------------- Common: None Common: 100,000,000 $0.01 --------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------- Preferred: None Preferred: 5,000,000 $0.01 --------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------
ARTICLE IV If more than one class of stock is authorized, state a distinguishing designation for each class. Prior to the issuance of any shares of a class, if shares of another class are outstanding, the corporation must provide a description of the preferences, voting powers, qualifications, and special or relative rights or privileges of that class and of each other class of which shares are outstanding and of each series then established within any class. Not applicable ARTICLE V The restrictions, if any, imposed by the Articles of Organization upon the transfer of shares of stock of any class are: None ARTICLE VI **Other lawful provisions, if any, for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or stockholders, or of any class of stockholders: See Continuation Sheet 6A **If there are no provisions state "None". NOTE: THE PRECEDING SIX (6) ARTICLES ARE CONSIDERED TO BE PERMANENT AND MAY ONLY BE CHANGED BY FILING APPROPRIATE ARTICLES OF AMENDMENT 64 3 ARTICLE VII The effective date of the restated Articles of Organization of the corporation shall be the date approved and filed by the Secretary of the Commonwealth. If a later effective date is desired, specify such date which shall not be more than thirty days after the date of filing. ARTICLE VIII THE INFORMATION CONTAINED IN ARTICLE VIII IS NOT A PERMANENT PART OF THE ARTICLES OF ORGANIZATION. a. The street address (post office boxes are not acceptable) of the principal office of the corporation in Massachusetts is: [address] b. The name, residential address and post office address of each director and officer of the corporation is as follows:
NAME RESIDENTIAL ADDRESS POST OFFICE ADDRESS President: [To be designated by Parent] Treasurer: [To be designated by Parent] Clerk: [To be designated by Parent] Directors: [To be designated by Parent]
c. The fiscal year (i.e., tax year) of the corporation shall end on the last day of the month of: December d. The name and business address of the resident agent, if any, of the corporation is: Not applicable **We further certify that the foregoing Restated Articles of Organization affect no amendments to the Articles of Organization of the corporation as heretofore amended, except amendments to the following articles. Briefly describe amendments below: Article VI of the Articles of Organization has been amended to read in its entirety as set forth on Continuation Sheet 6A attached hereto. SIGNED UNDER THE PENALTIES OF PERJURY, this day of , 2000, , * President / *Vice President, , * Clerk / *Assistant Clerk. 65 4 *Delete the inapplicable words. **If there are no amendments, state 'None'. 66 5 THE COMMONWEALTH OF MASSACHUSETTS RESTATED ARTICLES OF ORGANIZATION (GENERAL LAWS, CHAPTER 156B, SECTION 74) I hereby approve the within Restated Articles of Organization and, the filing fee in the amount of $ _____________ having been paid, said articles are deemed to have been filed with me this ______________ day of ______________________ , 19 _____. Effective Date: _______________________________________ WILLIAM FRANCES GALVIN Secretary of the Commonwealth TO BE FILLED IN BY CORPORATION PHOTOCOPY OF DOCUMENT TO BE SENT TO: [TO BE PROVIDED] Telephone: 67 6 Articles of Organization Continuation Sheet 6A ONE: The Board of Directors may make, amend or repeal the By-Laws of the corporation in whole or in part, except with respect to any provision thereof which by law or the By-Laws requires action by the stockholders. Any by-law adopted by the Board of Directors may be amended or repealed by the stockholders. TWO: Meetings of the stockholders may be held anywhere in the United States. THREE: The corporation may be a partner, either general or limited, in any business enterprise it would have the power to conduct by itself. FOUR: Except as specifically authorized by statute, no stockholder shall have any right to examine any property or any books, accounts or other writings of the corporation if there is reasonable ground for belief that such examination will for any reason be adverse to the interests of the corporation, and a vote of the directors refusing permission to make such examination and setting forth that in the opinion of the directors such reexamination would be adverse to the interests of the corporation shall be prima facie evidence that such examination would be adverse to the interests of the corporation. Every such examination shall be subject to such reasonable regulations as the directors may establish in regard thereto. FIVE: The Board of Directors may specify the manner in which the accounts of the corporation shall be kept and may determine what constitutes net earnings, profits and surplus, what amounts, if any, shall be reserved for any corporate purpose, and what amounts, if any, shall be declared as dividends. All surplus shall be available for any corporate purpose, including the payment of dividends. SIX: The purchase or other acquisition or retention by the corporation of shares of its own capital stock shall not be deemed a reduction of its capital stock. Upon any reduction of capital or capital stock, no stockholder shall have any right to demand any distribution from the corporation, except as and to the extent that the stockholders shall have provided at the time of authorizing such reduction. SEVEN: In the absence of fraud, no contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other organization of which one or more of its directors or officers are directors, trustees or officers, or in which any of them has any financial or other interest, shall be void or voidable, or in any way affected, solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes, approves or ratifies the contract or transaction, or solely because his/her or their votes are counted for such purposes, if: 68 7 (i) The material facts as to his/her relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee which authorizes, approves or ratifies the contract or transaction, and the board or committee in good faith authorizes, approves or ratifies the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) The material facts as to his/her relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically authorized, approved or ratified in good faith by vote of the stockholders; or (iii) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified by the Board of Directors, a committee thereof, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee thereof which authorizes, approves or ratifies the contract or transaction. No director or officer of the corporation shall be liable or accountable to the corporation or to any of its stockholders or creditors or to any other person, either for any loss to the corporation or to any other person or for any gains or profits realized by such director or officer, by reason of any contract or transaction as to which clauses (i) or (ii) or (iii) above are applicable. EIGHT: No director of the corporation shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director notwithstanding any provision of law imposing such liability; provided, however, that, to the extent required by applicable law, this provision shall not eliminate or limit the liability of a director, (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 61 or 62 or successor provisions of the Massachusetts Business Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. This provision shall not eliminate or limit the liability of a director for any act or omission occurring prior to March 18, 1987. No amendment or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. NINE: Pursuant to a written consent of the sole stockholder of the corporation dated as of [ ], the directors of the corporation shall not be classified and the corporation shall be exempt from the provisions of Chapter 156B, 69 8 Section 50A, paragraph (a) of the Massachusetts Business Corporation Law. 70 i TABLE OF CONTENTS
ARTICLE I THE OFFER AND THE MERGER SECTION 1.01. The Offer. .....................................................................2 SECTION 1.02. Company Actions. ...............................................................4 SECTION 1.03. The Merger. ....................................................................5 SECTION 1.04. Closing. .......................................................................6 SECTION 1.05. Effective Time. ................................................................6 SECTION 1.06. Effects. .......................................................................6 SECTION 1.07. Articles of Organization and By-laws. ..........................................6 SECTION 1.08. Directors. .....................................................................6 SECTION 1.09. Officers. ......................................................................7 ARTICLE II EFFECT ON THE CAPITAL STOCK OF THE CONSTITUENT CORPORATIONS SECTION 2.01. Effect on Capital Stock. .......................................................7 SECTION 2.02. Exchange of Certificates. ......................................................8 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY SECTION 3.01. Organization, Standing and Power. ..............................................11 SECTION 3.02. Company Subsidiaries; Equity Interests..........................................12 SECTION 3.03. Capital Structure. ............................................................12 SECTION 3.04. Authority; Execution and Delivery; Enforceability. ............................14 SECTION 3.05. No Conflicts; Consents. ........................................................15 SECTION 3.06. SEC Documents; Undisclosed Liabilities..........................................17 SECTION 3.07. Information Supplied. .........................................................18 SECTION 3.08. Absence of Certain Changes or Events. ..........................................18 SECTION 3.09. Taxes. ........................................................................20 SECTION 3.10. Absence of Changes in Benefit Plans. ..........................................21 SECTION 3.11. ERISA Compliance; Excess Parachute Payments. ..................................22 SECTION 3.12. Litigation. ...................................................................24 SECTION 3.13. Compliance with Applicable Laws. ...............................................24 SECTION 3.14. Contracts; Debt Instruments. ...................................................25 SECTION 3.15. Intellectual Property. ........................................................25 SECTION 3.16. Brokers; Schedule of Fees and Expenses. ........................................26 SECTION 3.17. Opinion of Financial Advisor. .................................................27 SECTION 3.18. Lens Express, Inc. Sale.........................................................27
71 ii
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB SECTION 4.01. Organization, Standing and Power. ..............................................28 SECTION 4.02. Sub. .......................................................................28 SECTION 4.03. Authority; Execution and Delivery; Enforceability...............................28 SECTION 4.04. No Conflicts; Consents. .......................................................29 SECTION 4.05. Information Supplied. .........................................................30 SECTION 4.06. Brokers. ......................................................................30 SECTION 4.07. Financial Ability to Perform. ..................................................30 ARTICLE V COVENANTS RELATING TO CONDUCT OF BUSINESS SECTION 5.01. Conduct of Business. ..........................................................30 SECTION 5.02. No Solicitation. ..............................................................34 ARTICLE VI ADDITIONAL AGREEMENTS SECTION 6.01. Preparation of Proxy Statement; Stockholders Meeting. .........................37 SECTION 6.02. Access to Information; Confidentiality..........................................38 SECTION 6.03. Reasonable Efforts; Notification. ..............................................38 SECTION 6.04. Stock Options. ................................................................40 SECTION 6.05. Benefit Plans. ................................................................41 SECTION 6.06. Indemnification. ..............................................................42 SECTION 6.07. Fees and Expenses. ............................................................44 SECTION 6.08. Public Announcements. .........................................................45 SECTION 6.09. Transfer Taxes. ...............................................................45 SECTION 6.10. Directors. ....................................................................45 SECTION 6.11. Rights Agreement; Consequences if Rights Triggered. ............................46 SECTION 6.12. Stockholder Litigation. .......................................................47 SECTION 6.13. Transfers of Certain Intangible Assets. ........................................47 ARTICLE VII CONDITIONS PRECEDENT SECTION 7.01. Conditions to Each Party's Obligation To Effect The Merger. ...................48
72 iii
ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER SECTION 8.01. Termination. ..................................................................49 SECTION 8.02. Effect of Termination. ........................................................51 SECTION 8.03. Amendment. ....................................................................51 SECTION 8.04. Extension; Waiver. ............................................................51 SECTION 8.05. Procedure for Termination, Amendment, Extension or Waiver. ....................52 ARTICLE IX GENERAL PROVISIONS SECTION 9.01. Nonsurvival of Representations and Warranties...................................52 SECTION 9.02. Notices.........................................................................53 SECTION 9.03. Definitions.....................................................................54 SECTION 9.04. Interpretation; Disclosure Letters..............................................54 SECTION 9.05. Severability....................................................................55 SECTION 9.06. Counterparts....................................................................55 SECTION 9.07. Entire Agreement; No Third-Party Beneficiaries..................................55 SECTION 9.08. Governing Law...................................................................55 SECTION 9.09. Assignment......................................................................55 SECTION 9.10. Enforcement.....................................................................56 SECTION 9.11. Consents........................................................................56 EXHIBIT A Conditions of the Offer..............................................................A-1 EXHIBIT B Articles of Organization.............................................................B-1