Vitronics Corp – ‘PREM14C’ on 10/29/97

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Preliminary Proxy Information Statement — Merger or Acquisition   —   Schedule 14C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PREM14C     Preliminary Proxy Information Statement -- Merger     71    411K 
                          or Acquisition                                         

Document Table of Contents

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SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934 

Check the appropriate box:                                              
/X/  Preliminary Information Statement                                  
/ /  Confidential, for Use of the Commission Only (as permitted by Rule 
14c-5(d)(2))                                                  
/ /  Definitive Information Statement                                   

               VITRONICS CORPORATION
--------------------------------------------------------------------------------
(Name of Registrant As Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):                              

/ /  No fee required                                                            
/X/  Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11       
(1) Title of each class of securities to which transaction applies:   
COMMON                                                          
        ------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:      
2,360,681*                                                      
        ------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed  
     pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):      
$4,052,905.15**                                                 
        ------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:                  
$4,052,905.15**                                                 
        ------------------------------------------------------------------------
(5) Total fee paid: $810.58                                           
        ------------------------------------------------------------------------
* REPRESENTS 1,913,281 SHARES OF COMMON STOCK OUTSTANDING WHICH WERE NOT        
PURCHASED BY DOVER TECHNOLOGIES INTERNATIONAL, INC. OR AFFILIATES IN THE CASH   
TENDER OFFER FOR ALL OUTSTANDING SHARES OF COMMON STOCK OF VITRONICS CORPORA-   
TION, AND "IN THE MONEY" OPTIONS TO PURCHASE 447,400 SHARES OF COMMON STOCK OF  
VITRONICS CORPORATION.                                                          
** BASED ON 1,913,281 SHARES OF COMMON STOCK AT $1.90 PER SHARE, AND OPTIONS TO 
PURCHASE COMMON STOCK WITH A TOTAL "OPTION SPREAD" OF $417,671.25.              

/ /  Fee paid previously with preliminary materials.                            

/ /  Check box if any part of the fee is offset as provided by Exchange Act Rule
  0-11(a)(2) and identify the filing for which the offsetting fee was paid
    previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.                   

(1) Amount Previously Paid:                                           
        ------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:                     
        ------------------------------------------------------------------------
(3) Filing Party:                                                     
        ------------------------------------------------------------------------
(4) Date Filed:                                                       
        ------------------------------------------------------------------------

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VITRONICS CORPORATION 
1 FORBES ROAD 
NEWMARKET, NEW HAMPSHIRE 03857

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS 

    TO BE HELD ON DECEMBER 1, 1997

To: The Stockholders of Vitronics Corporation:                                  

A Special Meeting of Stockholders of Vitronics Corporation will be held on      
December 1, 1997 at 10:00 a.m., local time, at the offices of Coughlin &        
Gerhart, LLP, One Marine Midland Plaza, East Tower, Eighth Floor, Binghamton,   
New York, to consider and act upon the following matters:                       

  1.  To consider and vote upon a proposal to approve and adopt an Agreement
and Plan of Merger dated as of September 3, 1997 by and among Dover Technologies
International, Inc., a Delaware corporation ("Dover"), DTI Intermediate, Inc., a
Delaware corporation and a wholly owned subsidiary of Dover ("DTI") and the     
Company (the "Merger Agreement"). The Merger Agreement provides, among other    
things, that the Company will be merged with and into DTI, or vice versa (the   
"Merger"), and that, upon filing of a Certificate of Merger with the Secretary  
of State of the state of incorporation of the surviving corporation (the        
"Effective Time"), each outstanding share of the common stock, par value $.01   
per share ("Common Stock") of the Company (other than shares held by the Company
as treasury stock, shares held by DTI or Dover or any wholly owned subsidiary of
Dover, or shares held by stockholders who perfect their appraisal rights under  
Massachusetts law) will be converted into the right to receive $1.90 in cash,   
without interest thereon (the "Merger Consideration").                          

2.  To transact such other business as may properly be presented at the 
meeting or any adjournment thereof.                                             

A copy of the Merger Agreement is attached as Annex I to the Information        
Statement that accompanies this Notice of Special Meeting of Stockholders (the  
"Notice") and is incorporated by reference into this Notice.                    

The Merger Agreement has been approved by the Board of Directors of the Company 
(the "Board"). The Board has carefully reviewed and considered the terms and    
conditions of the proposed Merger, and the Board believes the Merger is in the  
best interests of the Company and its stockholders. The Board has received a    
written opinion dated September 3, 1997 from an affiliate of Scott-Macon, Ltd., 
financial advisor to the Company, to the effect that, as of the date of such    
written opinion, the cash consideration to be received by the holders of shares 
of Common Stock of the Company pursuant to the Merger Agreement is fair from a  
financial point of view to such stockholders. THE BOARD RECOMMENDS A VOTE FOR   
THE ADOPTION OF THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY. 

Under Massachusetts law, the affirmative vote of the holders of two thirds of   
the outstanding shares of Common Stock that are entitled to vote thereon is     
required to adopt the Merger Agreement. DTI owns approximately 80.6% of the     
issued and outstanding shares of Common Stock. Dover, DTI and the Company have  
agreed that DTI will vote all shares of Common Stock owned by it as of the      
Record Date (as defined below) in favor of adoption of the Merger Agreement.    
Accordingly, under Massachusetts law, with the vote of such shares of Common    
Stock in favor of the adoption of the Merger Agreement, the Merger Agreement    
will be adopted and the transactions contemplated thereby will be approved      
without the affirmative vote of any other stockholders. In light of the         
foregoing, the Company has determined not to solicit proxies from its           
stockholders.                                                                   

Only stockholders of record at the close of business November 3, 1997 (the      
"Record Date") will be entitled to notice of and to vote at the Special Meeting 
or any adjournment or postponement thereof.                                     

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If the Merger Agreement is approved by the stockholders at the Special Meeting  
and the Merger is consummated, any stockholder (1) who files with the Company,  
before the taking of the vote on the approval of such action, a written         
objection to the proposed action stating that he intends to demand payment for  
his shares if the action is taken and (2) whose shares are not voted in favor of
such action has or may have the right to demand in writing from the Company,    
within twenty days after the date of mailing to him of notice in writing that   
the corporate action has become effective, payment for his shares and an        
appraisal of the value thereof. The Company and any such stockholder shall in   
such cases have the rights and duties and shall follow the procedure set forth  
in sections 86 to 98, inclusive of chapter 156B of the General Laws of          
Massachusetts. See "STOCKHOLDERS' RIGHTS OF APPRAISAL" in the accompanying      
Information Statement for a statement of the appraisal rights of stockholders   
and a description of the procedures required to be followed by them to obtain   
appraisal of their shares. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL        
MEETING, PLEASE READ THE ATTACHED INFORMATION STATEMENT CAREFULLY. THE COMPANY  
IS NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.        

PLEASE DO NOT SEND ANY CERTIFICATES FOR YOUR STOCK AT THIS TIME. YOU WILL       
RECEIVE INSTRUCTIONS REGARDING THE SURRENDER OF YOUR STOCK CERTIFICATES AND     
RECEIPT OF PAYMENT FOR YOUR SHARES AFTER THE MERGER IS EFFECTIVE.               

                                       By Order of the Board of Directors,
                      Daniel J. Sullivan
         CLERK

Newmarket, New Hampshire                                                        
November 10, 1997                                                               

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VITRONICS CORPORATION 
1 FORBES ROAD 
NEWMARKET, NEW HAMPSHIRE 03857

INFORMATION STATEMENT 

SPECIAL MEETING OF STOCKHOLDERS 
TO BE HELD ON DECEMBER 1, 1997

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY

INTRODUCTION

GENERAL INFORMATION                                                             

    This Information Statement is being furnished to the holders of record as of
November 3, 1997 (the "Record Date") of shares of common stock, par value $.01  
per share (the "Common Stock") of Vitronics Corporation, a Massachusetts        
corporation (the "Company"), in connection with a Special Meeting of the        
Stockholders of the Company to be held on December 1, 1997, at 10:00 a.m., local
time, at the offices of Coughlin & Gerhart, LLP, One Marine Midland Plaza, East 
Tower, Eighth Floor, Binghamton, New York. This Information Statement is being  
mailed to stockholders on or about November 10, 1997.                           

MATTERS TO BE CONSIDERED                                                        

The Special Meeting has been called for the following purposes:         

1.  To consider and vote upon a proposal to approve and adopt an
Agreement and Plan of Merger dated as of September 3, 1997 by and among 
 Dover Technologies International, Inc., a Delaware corporation ("Dover"),
    DTI Intermediate, Inc., a Delaware corporation and a wholly owned subsidiary
of Dover ("DTI") and the Company (the "Merger Agreement"). The Merger   
    Agreement provides, among other things, that the Company will be merged with
and into DTI, or vice versa (the "Merger"), and that, upon filing of a  
Certificate of Merger with the Secretary of State of the surviving      
corporation (the "Effective Time"), each outstanding share of the common
   stock, par value $.01 per share ("Common Stock") of the Company (other than
    shares held by the Company as treasury stock, shares held by DTI or Dover or
any wholly owned subsidiary of Dover, or shares held by stockholders who
 perfect their appraisal rights under Massachusetts law) will be converted
into the right to receive $1.90 in cash, without interest thereon (the  
"Merger Consideration").                                                

       2.  To transact such other business as may properly be presented to the
Special Meeting or any adjournment or postponement thereof.             

OUTSTANDING SHARES, VOTING RIGHTS AND PROCEDURES                                

At November 3, 1997 (the "RECORD DATE"), there were 9,856,572 shares of 
Common Stock outstanding. Holders of record of Common Stock outstanding at the  
close of business on the Record Date are entitled to notice of, and to vote at, 
the Special Meeting or any adjournment or postponement thereof. Record holders  
of Common Stock are entitled to one vote for each share held on matters properly
presented at the Special Meeting. The holders of a majority of the shares of the
Common Stock entitled to vote present in person or by proxy will constitute a   
quorum for the transaction of business at the Special Meeting, but if a quorum  
should not be present, the Special Meeting may be adjourned from time to time   
until a quorum is obtained. Abstentions of shares of Common Stock that are      
present at the Special Meeting are treated as present but non-voting and will   
have the same effect as votes against the adoption of the Merger                

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Agreement, and broker non-votes will also have the same effect as a vote against
adoption of the Merger Agreement.                                               

Under the Massachusetts Business Corporation Law (the "MBCL"), the      
affirmative vote of the holders of two thirds of the outstanding shares of      
Common Stock that are entitled to vote thereon is required to adopt the Merger  
Agreement. DTI owns approximately 80.6% of the outstanding shares of Common     
Stock which were acquired in a tender offer by DTI for all outstanding shares of
Common Stock, made at $1.90 per share, which expired on October 6, 1997 (the    
"Offer"). Dover, DTI and the Company have agreed that Dover/DTI will vote all   
shares of Common Stock held by them as of the Record Date in favor of adoption  
of the Merger Agreement. ACCORDINGLY, ADOPTION OF THE MERGER AGREEMENT IS       
ASSURED WITHOUT THE VOTE OF ANY OTHER STOCKHOLDER. YOU ARE NOT BEING ASKED FOR A
PROXY AND YOU ARE REQUESTED NOT TO SEND ONE. You may vote your shares, if you so
wish, by attending the Special Meeting in person.                               

No persons have been authorized to give any information or to make any  
representations other than those contained in, or incorporated by reference in, 
this Information Statement, and, if given or made, such information or          
representations must not be relied upon as having been authorized by the        
Company, Dover, DTI, or any other person.                                       

All information contained in this Information Statement relating to the 
Company has been supplied by the Company, and all information contained in this 
Information Statement relating to Dover, DTI or any affiliates has been supplied
by Dover or DTI.                                                                

The date of this Information Statement is November 10, 1997.            

AVAILABLE INFORMATION 

  The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and in accordance         
therewith files periodic reports, proxy statements and other information with   
the Securities and Exchange Commission (the "Commission"). Copies of such       
reports, proxy statements and other information may be inspected and copied at  
the Public Reference Section maintained by the Commission at Room 1024,         
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549; and at the     
public reference facilities of the Commission's regional offices at Suite 1300, 
Seven World Trade Center, New York, New York 10048 and at 500 West Madison      
Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such materials may  
be obtained by mail, at prescribed rates, from the Public Reference Section of  
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Such material 
relating to the Company should also be available for inspection at the offices  
of the American Stock Exchange (the "AMEX") at 86 Trinity Place, New York, New  
York 10006. In addition, material filed electronically with the Commission by   
the Company is available at the Commission's web site, http:// www.sec.gov,     
which contains reports, proxy and information statements and other information  
regarding issuers that file electronically with the Commission.                 

  The Common Stock is currently registered under the Exchange Act. Following
the Merger, the Company will become a wholly-owned direct subsidiary of Dover.  
Public trading of the Common Stock will cease upon closing of the merger        
described herein when the Common Stock will be removed from quotation on the    
AMEX. Registration of the shares of Common Stock under the Exchange Act will be 
terminated upon application by the Company to the Commission no later than the  
time the Merger is consummated and thereafter the Company will no longer be     
subject to the reporting requirements of the Exchange Act.                      

   The Company is also providing to its stockholders as part of the mailing of
the Information Statement (i) the Company's most recent Form 10-K for the year  
ended December 31, 1996 which was included in its annual report for such year,  
and (ii) the Company's most recent Form 10-Q for the quarter ended June 29,     
1997.                                                                           

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TABLE OF CONTENTS 

                                                                [Download Table]
                                                                         
INTRODUCTION..........................................................  1

AVAILABLE INFORMATION.................................................  2

TABLE OF CONTENTS.....................................................  3

SUMMARY...............................................................  4

THE SPECIAL MEETING...................................................  7

THE MERGER............................................................  8

THE MERGER AGREEMENT.................................................. 11

STOCKHOLDERS' RIGHTS OF APPRAISAL..................................... 19

CERTAIN FEDERAL INCOME TAX CONSEQUENCES............................... 20

MARKET PRICE OF THE COMMON STOCK AND DIVIDEND POLICY.................. 20

REGULATORY FILINGS AND APPROVAL....................................... 20

ACCOUNTING TREATMENT.................................................. 21

CHANGE OF CONTROL..................................................... 21

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT........ 22

INTEREST OF CERTAIN PERSONS IN THE MERGER............................. 22

CERTAIN INFORMATION CONCERNING DTI AND DOVER.......................... 24

INDEPENDENT PUBLIC ACCOUNTANTS........................................ 25

INCORPORATION BY REFERENCE............................................ 25

OTHER MATTERS TO COME BEFORE THE MEETING.............................. 26

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SUMMARY 

   The following is a brief summary of certain information contained elsewhere
in this Information Statement. This Summary is not intended to be complete and  
is qualified in its entirety by the more detailed information contained in this 
Information Statement and the Annexes hereto, to which reference is made for a  
complete statement of the matters discussed below. Capitalized terms used and   
not defined in the following summary have the meanings set forth under          
"Introduction" above. Stockholders are urged to read this Information Statement 
and the Annexes hereto in their entirety.                                       

THE PARTIES                                                                     

Vitronics Corporation (the "Company"). The Company is a supplier of     
state-of-the-art thermal processing and associated equipment, with an           
established reputation in the surface mount industry. The Company's equipment is
primarily aimed at the electronics industry, particularly in connection with the
production of printed circuit boards. The Company also supplies its equipment to
the medical, chemical, pharmaceutical, plastics, graphics and textile           
industries. The principal executive offices of the Company are located at 1     
Forbes Road, Newmarket, New Hampshire 03857, and its telephone number is (603)  
659-6550.                                                                       

DTI Intermediate, Inc. ("DTI"). DTI, a Delaware corporation and a direct
wholly owned subsidiary of Dover, was recently organized for the purpose of     
effecting the Merger and has not carried on any activities except in connection 
with the Offer (as defined below) and the Merger. All the outstanding capital   
stock of DTI is owned by Dover. The principal executive offices of DTI are      
located at One Marine Midland Plaza, East Tower, Sixth Floor, Binghamton, New   
York 13901, and its telephone number is (607) 773-2290.                         

Dover Technologies International, Inc. ("Dover"). Dover, a Delaware     
corporation, is a wholly owned indirect subsidiary of Dover Corporation, a      
publicly traded company listed on the New York Stock Exchange under the symbol  
"DOV." Dover is a high technology corporation with subsidiaries in the fields of
electronic components, automated assembly equipment for printed circuit boards, 
spring probes and test equipment and fixtures for printed circuit boards, among 
other things. The principal executive offices of Dover are located at One Marine
Midland Plaza, East Tower, Sixth Floor, Binghamton, New York 13901, and its     
telephone number is (607) 773-2290.                                             

THE TENDER OFFER AND THE MERGER TRANSACTION                                     

    Pursuant to the Merger Agreement, DTI commenced a tender offer (the "Offer")
on September 9, 1997, in which DTI offered to purchase any and all outstanding  
shares of Common Stock of the Company at $1.90 per share net to the seller in   
cash without interest. 7,943,291 shares of Common Stock were validly tendered   
and not withdrawn prior to the expiration of the Offer on October 6, 1997.      
During the following week, DTI accepted for payment, and, therefore, purchased, 
all 7,943,291 shares of Common Stock tendered in response to the Offer. The     
Merger Agreement further provides that following consummation of the Offer,     
either DTI would merge with and into the Company, or the Company would merge    
with and into DTI. Dover has advised the Company that, upon adoption of the     
Merger Agreement at the Special Meeting, it intends to merge the Company with   
and into DTI, with DTI to be the surviving corporation and a wholly- owned      
subsidiary of Dover to be known as "Vitronics Corporation." In the Merger, each 
remaining share of Common Stock (other than shares held by DTI, Dover or any    
affiliates of Dover, or in the treasury of the Company, or that are held by     
stockholders who perfect their appraisal rights under Massachusetts law) will be
converted into the right to receive the Merger Consideration, and each option to
purchase shares of Common Stock will be canceled and converted into an amount in
cash equal to the excess, if any, of the Merger Consideration over the per share
exercise price of such option multiplied by the number of shares of Common Stock
to which the option remains unexercised. As a result of the Merger, the Company 
will become a wholly-owned subsidiary of Dover. A copy of the merger Agreement  
is annexed hereto as Annex I and incorporated by reference into this Information
Statement. Dover is funding the approximately $19 million required for the      
transactions from its internal cash flow. See "THE MERGER."                     

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THE SPECIAL MEETING                                                             

Date, Time and Place of Special Meeting. December 1, 1997 at 10:00 a.m.,
local time, at the Company's headquarters, 1 Forbes Road, Newmarket, New        
Hampshire 03857.                                                                

    Purpose. To consider and vote upon a proposal to adopt the Merger Agreement.
See "THE MERGER AGREEMENT."                                                     

Record Date. November 2, 1997.                                          

Vote Required. The affirmative vote of the holders of two thirds of the 
outstanding shares of Common Stock that are entitled to vote thereon is required
to adopt the Merger Agreement. Dover, DTI and the Company have agreed that      
Dover/DTI will vote all shares of Common Stock owned by them in favor of        
adoption of the Merger Agreement. Because DTI owns approximately 80.6% of the   
outstanding shares of Common Stock, the adoption of the Merger Agreement is     
assured. ACCORDINGLY, ADOPTION OF THE MERGER AGREEMENT IS ASSURED WITHOUT THE   
VOTE OF ANY OTHER STOCKHOLDER. YOU ARE NOT BEING ASKED FOR A PROXY AND YOU ARE  
REQUESTED NOT TO SEND ONE. You may vote your shares, if you so wish, by         
attending the Special Meeting in person. See "THE SPECIAL MEETING--Voting Rights
and Vote Required."                                                             

BACKGROUND OF THE MERGER                                                        

 The terms of the Merger Agreement resulted from arm's length negotiations
between representatives of Dover and the Company. See "THE MERGER --Background  
of the Merger."                                                                 

RECOMMENDATION OF THE BOARD                                                     

   THE BOARD OF DIRECTORS OF THE COMPANY (THE "BOARD") HAS DETERMINED THAT THE
MERGER AGREEMENT IS FAIR TO, AND IN THE BEST INTERESTS OF, THE COMPANY AND ITS  
STOCKHOLDERS. THE BOARD HAS APPROVED THE MERGER AGREEMENT AND RECOMMENDS THAT   
THE STOCKHOLDERS ADOPT THE MERGER AGREEMENT. For a discussion of the Board's    
reasons for the Merger and the factors considered by the Board in making its    
recommendation, see "THE MERGER -- Recommendation of the Board; Reasons for the 
Merger."                                                                        

INTERESTS OF CERTAIN PERSONS IN THE MERGER                                      

 In considering the recommendation of the Board with respect to the Merger
Agreement, stockholders should be aware that certain members of the Board and of
the Company's management may have certain interests in the Merger that are in   
addition to or different from the interests of the stockholders of the Company  
generally. See "INTEREST OF CERTAIN PERSONS IN THE MERGER."                     

EXCHANGE OF SHARES                                                              

  Pursuant to the Merger, each share of Common Stock (other than shares held
by the Company as treasury stock, shares held by DTI or Dover or any wholly-    
owned subsidiary of Dover, or shares held by stockholders who perfect their     
appraisal rights under Massachusetts law) will be converted into the right to   
receive the Merger Consideration. A letter of transmittal for use in            
surrendering stock certificates and obtaining payment for surrendered shares    
will be mailed to such holders promptly following the Effective Time (as defined
below). See "THE MERGER AGREEMENT -- The Merger." CERTIFICATES SHOULD NOT BE    
SURRENDERED UNTIL THE LETTER OF TRANSMITTAL AND INSTRUCTIONS ARE OBTAINED AND   
THEN SHOULD BE SURRENDERED ONLY IN ACCORDANCE WITH SUCH INSTRUCTIONS.           

OPINION OF THE COMPANY'S FINANCIAL ADVISOR                                      

   Scott-Macon Securities, Inc. ("Scott-Macon") has delivered to the Board its
written opinion, dated September 3, 1997, as amended, to the effect that, as of 
the date of such written opinion, the cash consideration to be received by the  
holders of shares of Common Stock pursuant to the Offer and the                 

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Merger Agreement is fair from a financial point of view to such stockholders. A 
copy of the full text of the written opinion of Scott-Macon is attached hereto  
as Annex II. See also "The MERGER -- Recommendation of the Board, Reasons for   
the Merger."                                                                    

CONDITIONS TO THE MERGER                                                        

Consummation of the Merger is subject to certain conditions, including  
without limitation (1) the adoption of the Merger Agreement by the requisite    
vote of the stockholders entitled to vote thereon, and (2) the absence of any   
statute, rule, regulation, order, or injunction prohibiting the Merger. See "THE
MERGER AGREEMENT -- The Merger." The Company is not aware of any governmental or
regulatory requirements for consummation of the Merger other than compliance    
with the Hart-Scott-Rodino Antitrust Improvements Act ("HSR Act") and applicable
state corporate laws and federal and state securities laws. The waiting period  
under the HSR Act expired on September 26, 1997.                                

EFFECTIVE TIME OF THE MERGER                                                    

The Merger shall become effective upon the filing of the certificate of 
merger with the Secretary of State of the surviving corporation (the "Effective 
Time"). Since Dover has indicated that the Company will be merged with and into 
DTI, the Effective Time will occur upon the filing of a certificate of merger   
with the Secretary of State of Delaware. See "THE MERGER AGREEMENT -- The       
Merger."                                                                        

EFFECTS OF THE MERGER                                                           

    Pursuant to the Merger, holders of shares of Common Stock (other than shares
held by the Company as treasury stock, shares held by DTI or Dover or any wholly
owned subsidiary of Dover, or shares held by stockholders who perfect their     
appraisal rights under Massachusetts law) will be entitled to receive the Merger
Consideration for shares of Common Stock owned by them. After consummation of   
the Merger, the Company will become a wholly-owned subsidiary of Dover, and the 
former holders of the shares of Common Stock will no longer possess any interest
in the Company. No later than the consummation of the Merger, the Company will  
terminate the registration of the Common Stock under Section 12 of the Exchange 
Act. Also no later than the consummation of the Merger, the Common Stock will no
longer be listed on any public stock exchange. See "THE MERGER AGREEMENT -- The 
Merger."                                                                        

TAX CONSEQUENCES TO STOCKHOLDERS                                                

   The receipt of cash by a Company stockholder pursuant to the Merger will be
a taxable transaction for federal income tax purposes and may also be taxable   
under applicable state, local and foreign tax laws. See "CERTAIN FEDERAL INCOME 
TAX CONSEQUENCES." EACH HOLDER OF COMMON STOCK IS URGED TO CONSULT A QUALIFIED  
TAX ADVISOR TO DETERMINE THE SPECIFIC TAX CONSEQUENCES OF THE MERGER TO SUCH    
HOLDER.                                                                         

APPRAISAL RIGHTS                                                                

If the Merger Agreement is approved by the stockholders at the Special  
Meeting and the Merger is consummated, any stockholder (1) who files with the   
Company, before the taking of the vote on the approval of such action, a written
objection to the proposed action stating that he intends to demand payment for  
his shares if the action is taken and (2) whose shares are not voted in favor of
such action has or may have the right to demand in writing from the Company,    
within twenty days after the date of mailing to him of notice in writing that   
the corporate action has become effective, payment for his shares and an        
appraisal of the value thereof. The Company and any such stockholder shall in   
such cases have the rights and duties and shall follow the procedure set forth  
in sections 86 to 98, inclusive of chapter 156B of the General Laws of          
Massachusetts. See "STOCKHOLDERS' RIGHTS OF APPRAISAL" and Annex III.           

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THE MERGER AGREEMENT

 The following is a summary of certain provisions of the Merger Agreement.
The summary is qualified in its entirety by reference to the Merger Agreement   
which is attached hereto as Annex I and incorporated herein by reference. ALL   
STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE MERGER AGREEMENT IN ITS       
ENTIRETY.                                                                       

 THE MERGER.  The Merger Agreement provides that, subject to the terms and
conditions of the Merger Agreement, at the election of Dover, (i) the Company   
will be merged with and into DTI and the separate corporate existence of the    
Company will thereupon cease, or (ii) DTI will be merged with and into the      
Company and the separate corporate existence of DTI will cease. Dover has       
advised the Company that, following the adoption of the Merger Agreement at the 
Special Meeting, it intends to merge the Company with and into DTI. Accordingly,
at the Effective Time and pursuant to the Merger Agreement, DTI will be the     
successor or Surviving Corporation in the Merger and will continue to be        
governed by the laws of the State of Delaware, all the rights, privileges,      
immunities, powers and franchises of the Company will vest in DTI, and, except  
as otherwise provided for in the Merger Agreement, all obligations, duties,     
debts and liabilities of the Company will then be the obligations, duties, debts
and liabilities of DTI. In addition, the charter of DTI immediately prior to the
Effective Time will be the charter of the Surviving Corporation (except that the
name of the Surviving Corporation will be "Vitronics Corporation") until        
thereafter amended, and the bylaws of DTI in effect immediately prior to the    
Effective time will be the bylaws of the Surviving Corporation until thereafter 
amended.                                                                        

The obligations of the parties to effect the Merger are subject to the  
satisfaction on or prior to the Closing Date (as defined in the Merger          
Agreement) of each of the following conditions, any and all of which may be     
waived in whole or in part jointly by the Company and Dover to the extent       
permitted by applicable law: (a) the Merger Agreement is approved and adopted by
the requisite vote of the holders of the shares of Common Stock, if required by 
applicable law in order to consummate the Merger; (b) no statute, rule or       
regulation has been enacted or promulgated by any governmental authority which  
prohibits the consummation of the Merger; and there is no order or injunction of
a court of competent jurisdiction in effect precluding consummation of the      
Merger; (c) Dover, DTI or their affiliates have purchased shares of Common Stock
pursuant to the Offer, except that this condition does not apply if Dover, DTI  
or their affiliates have failed to purchase shares of Common Stock pursuant to  
the Offer in breach of their obligations under the Merger Agreement; and (d) the
applicable waiting period under the HSR Act has expired or been terminated. In  
addition, the obligations of Dover and DTI to consummate the Merger are further 
subject to the fulfillment of the condition that the Company has complied with  
its obligations regarding stock options, described below.                       

    The Merger becomes effective on the date on which a Certificate of Merger is
duly filed with the Secretary of State of the state of incorporation of the     
Surviving Corporation or at such time as is agreed upon by the parties and      
specified in the Certificate of Merger. That time is referred to as the         
"EFFECTIVE TIME." At the Effective Time, as a result of the Merger and without  
any action on the part of the holders of any shares of Common Stock, each issued
and outstanding share of DTI's common stock will be converted into and become   
one fully paid and non-assessable share of common stock of the Surviving        
Corporation.                                                                    

  At the Effective Time, each issued and outstanding share of Company Common
Stock (other than shares held by DTI, Dover or any affiliate of Dover, or in the
treasury of the Company or that are held by stockholders who perfect their      
appraisal rights under the MBCL) will be converted into the right to receive the
Merger Consideration, upon surrender of the certificate representing the shares.
The converted shares of Common Stock will no longer be outstanding and will     
automatically be canceled and retired and will cease to exist, and each holder  
of a certificate representing any such shares will cease to have any rights with
respect thereto, except the right to receive the Merger Consideration upon the  
surrender of the certificate in accordance with the Merger Agreement, without   
interest, or the right, if any, to receive                                      

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payment from the Surviving Corporation of the "fair value" of the shares as     
determined in accordance with the MBCL.                                         

 Promptly after the Effective Time, the Surviving Corporation will mail to
each record holder a letter of transmittal with instructions for effecting the  
surrender of the certificate(s) which, prior to the Effective Time, represented 
shares of Common Stock. Upon surrender of the certificate(s) representing a     
holder's shares, together with a properly executed letter of transmittal in     
accordance with the instructions delivered to the record holder, such holder    
will be entitled to receive the Merger Consideration in respect thereof.        

 THE OFFER.  The Merger Agreement provided that DTI would (i) commence the
Offer and (ii) that subject to there being validly tendered and not withdrawn   
prior to the expiration of the Offer the number of shares of Common Stock which 
represents at least sixty-six and two-thirds percent (66 2/3%) of the shares    
outstanding on a fully diluted basis (the "MINIMUM CONDITION") and the          
satisfaction of the other conditions set forth in the Offer, would consummate   
the Offer in accordance with its terms. The Offer expired on October 6, 1997,   
12:00 midnight, New York City time, following which time DTI and Dover purchased
all shares tendered pursuant to the Offer, which amounted to 7,943,291 shares or
80.6% of the total shares of Common Stock outstanding.                          

  The Merger Agreement also provided that without the written consent of the
Company, DTI could not decrease the Offer Price, decrease the number of shares  
of Common Stock sought in the Offer, amend or waive the Minimum Condition or    
amend any condition of the Offer in a manner adverse to the holders of shares of
Common Stock except that (x) DTI or Dover could waive the Minimum Condition     
without the written consent of the Company, and (y) if on the initial scheduled 
expiration date of the Offer, all conditions to the Offer had not been satisfied
or waived, DTI could, from time to time without the consent of the Company      
extend the expiration date for one or more periods totaling not more than thirty
business days. If immediately prior to the initial expiration date of the Offer 
(as it may have been extended), the shares of Common Stock tendered and not     
withdrawn equaled more than seventy-five percent (75%) of the outstanding       
shares, but less than 90% of the outstanding shares, DTI could have extended the
Offer for a period not to exceed twenty business days, notwithstanding that all 
conditions to the Offer were satisfied as of the expiration date of the Offer.  
DTI could also have extended the scheduled expiration date or any extension     
thereof to comply with any legal or regulatory requirements. Notwithstanding the
fact that approximately 80.6% of the outstanding shares of Common Stock had been
tendered as of the initial expiration date of the Offer (October 6, 1997), DTI  
and Dover opted to acquire all such shares validly tendered and not withdrawn as
of such date without extending the Offer .                                      

    CONDITIONS TO THE OFFER.  The Merger Agreement provided that notwithstanding
any other provisions of the Offer, and in addition to (and not in limitation of)
DTI's rights to extend and amend the Offer at any time in its sole discretion   
(subject to the provisions of the Merger Agreement), DTI was not required to    
accept for payment or, subject to any applicable rules and regulations of the   
Commission, including Rule 14e-l(c) under the Exchange Act (relating to DTI's   
obligation to pay for or return tendered shares promptly after termination or   
withdrawal of the Offer), pay for, and could delay the acceptance for payment of
or, subject to the restriction referred to above, the payment for, any tendered 
shares, and could terminate or amend the Offer as to any shares of Common Stock 
not then paid for, if (i) any applicable waiting period under the               
Hart-Scott-Rodino Anti Trust Improvements Act of 1976, as amended, and the      
regulations thereunder (the "HSR ACT") had not expired or terminated, (ii) the  
Minimum Condition had not been satisfied, or (iii) at any time on or after the  
date of the Merger Agreement and prior to the expiration date, any of the       
following events were determined by DTI, in its judgment reasonably exercised,  
to have occurred:                                                               

       (a) there shall be threatened or pending any suit, action or proceeding
by any court, arbitral tribunal, administrative agency or commission or 
other governmental or regulatory authority or agency (a "GOVERNMENTAL   
 ENTITY") against DTI, Dover, the Company or any subsidiary of the Company
(i) seeking to prohibit or impose any material limitations on Dover's or
DTI's ownership or operation                                            

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   (or that of any of their respective subsidiaries or affiliates) of all or a
material portion of their or the Company's businesses or assets, or to  
compel Dover or DTI or their respective subsidiaries and affiliates to  
  dispose of or hold separate any material portion of the business or assets
of the Company or Dover and their respective subsidiaries, in each case 
 taken as a whole, (ii) challenging the acquisition by Dover or DTI of any
   shares of Common Stock under the Offer, seeking to restrain or prohibit the
   making or consummation of the Offer or the Merger or the performance of any
  of the other transactions contemplated by the Merger Agreement, or seeking
 to obtain from the Company, Dover or DTI any damages that are material in
    relation to the Company and its subsidiaries taken as a whole, (iii) seeking
   to impose material limitations on the ability of DTI, or render DTI unable,
to accept for payment, pay for or purchase some or all of the shares of 
 Common Stock pursuant to the Offer and the Merger, (iv) seeking to impose
   material limitations on the ability of DTI or Dover effectively to exercise
  full rights of ownership of the shares of Common Stock, including, without
limitation, the right to vote the shares purchased by it on all matters 
   properly presented to the Company's stockholders, or (v) which otherwise is
 reasonably likely to have an effect materially adverse to the Company and
its subsidiaries, taken as a whole;                                     

(b) any statute, rule, regulation, judgment, order or injunction
  enacted, entered, enforced, promulgated, or deemed applicable, pursuant to
  an authoritative interpretation by or on behalf of a Government Entity, to
 the Offer or the Merger, or any other action is taken by any Governmental
   Entity, other than the application to the Offer or the Merger of applicable
waiting periods under the HSR Act, that is reasonably likely to result, 
 directly or indirectly, in any of the consequences referred to in clauses
(i) through (v) of paragraph (a) above;                                 

     (c) (i) any general suspension of trading in, or limitation on prices
for, securities on the New York Stock Exchange or the American Stock    
Exchange for a period in excess of 24 hours (excluding suspensions or   
   limitations resulting solely from physical damage or interference with such
   exchanges not related to market conditions); (ii) any decline in either the
Dow Jones Industrial Average or the Standard & Poor's Index of 400      
 Industrial Companies or in the New York Stock Exchange Composite Index in
 excess of 15% measured from the close of business on the trading day next
    preceding the date of the Merger Agreement, (iii) a declaration of a banking
  moratorium or any suspension of payments in respect of banks in the United
States (whether or not mandatory), (iv) a commencement of a war, armed  
hostilities or other international or national calamity directly or     
  indirectly involving the United States, (v) any limitation (whether or not
  mandatory) by any United States governmental authority on the extension of
   credit generally by banks or other financial institutions, (vi) a change in
 general financial, bank or capital market conditions which materially and
    adversely affects the ability of financial institutions in the United States
to extend credit or syndicate loans or (vii) in the case of any of the  
   foregoing existing at the time of the commencement of the Offer, a material
acceleration or worsening thereof;                                      

   (d) any events after the date of the Merger Agreement which, either
 individually or in the aggregate, would have a material adverse effect on
the Company and its subsidiaries taken as a whole (a "Material Adverse  
Effect");                                                               

(e) the Board of Directors of the Company withdraws or adversely
modifies its approval or recommendation of the Offer, the Merger or the 
Merger Agreement;                                                       

      (f) the representations and warranties of the Company are not true and
  correct unless the inaccuracies under such representations and warranties,
taken together in their entirety, would not individually or in the      
aggregate, result in a Material Adverse Effect;                         

     (g) the Company fails to perform any obligation or to comply with any
agreement or covenant to be performed or complied with by it under the  
Merger Agreement other than any failure which would not have, either    
individually or in the aggregate, a Material Adverse Effect;            

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   (h) any person acquires beneficial ownership of at least 25% of the
outstanding Common Stock of the Company;                                

    (i) the Merger Agreement is terminated in accordance with its terms.

THE COMPANY'S BOARD OF DIRECTORS.  The Merger Agreement provided that   
promptly upon the purchase of and payment for shares of Common Stock by DTI     
which represented at least a majority of the outstanding shares, Dover would be 
entitled to designate such number of directors, rounded up to the next whole    
number, on the Board as is equal to the product of the total number of directors
on the Board (giving effect to the directors designated by Dover) multiplied by 
the percentage that the number of shares so accepted for payment bears to the   
total number of shares then outstanding. On October 23, 1997, the Company       
secured the resignation of three (3) of its four (4) directors and replaced such
directors with Dover designees as described in the Schedule 14 F-1 previously   
filed with the Commission on October 7, 1997.                                   

 Following the election or appointment of DTI's designees and prior to the
earlier to occur of (i) the Effective Time or (ii) November 21, 1997, any       
amendment or termination of the Merger Agreement, grant by the Company of any   
extension for the performance or waiver of the obligations or other acts of DTI 
or Dover, waiver of the Company's rights under the Merger Agreement, or action  
with respect to the Company's employee benefit plans or option agreements, will 
require the concurrence of a majority of the Company's directors then in office 
who were directors on the date of the Merger Agreement or are directors (other  
than directors designated by DTI) designated by such directors to fill any      
vacancy (the "CURRENT DIRECTORS"). In addition, following the election or       
appointment of DTI's designees and prior to the earlier to occur of (i) the     
Effective Time or (ii) November 21, 1997, neither Dover, DTI nor any such       
designee will cause the Company to take any action or fail to take any action   
that would cause or result in any obligation of the Company or condition under  
the Merger Agreement not being satisfied without the concurrence of a majority  
of the Company's directors then in office who are Current Directors. In         
addition, no Current Director will be removed except for cause, and DTI agrees  
to cause its designees to vote for the election of any designee of the Current  
Directors to fill a vacancy if any Current Director ceases to be a director.    

   STOCKHOLDERS' MEETING.  The Merger Agreement also provided that if required
by applicable law in order to consummate the Merger, the Company, acting through
its Board of Directors, would convene a Special Meeting of its stockholders as  
promptly as practicable following the acceptance for payment and purchase of    
shares of Common Stock by DTI pursuant to the Offer for the purpose of taking   
action on the approval of the Merger and the adoption of the Merger Agreement.  
As required by the Merger Agreement, this Information Statement contains the    
recommendation of the Board that stockholders of the Company vote in favor of   
the approval of the Merger and the adoption of the Merger Agreement. Pursuant to
the Merger Agreement, Dover has agreed to vote, or cause to be voted, all of the
shares of Common Stock then owned by it, by DTI or by any of its other          
subsidiaries and affiliates in favor of the approval of the Merger and the      
approval and adoption of the Merger Agreement. Since Dover/DTI acquired over    
two-thirds of the outstanding shares in the Offer, Dover/DTI has sufficient     
voting power to approve the Merger, even if no other stockholder votes in favor 
of the Merger. In the event that Dover, DTI and any other subsidiaries of Dover 
acquire in the aggregate at least 90% of the outstanding shares of Common Stock 
of the Company pursuant to the Offer or otherwise, the Company, Dover and DTI   
agreed that at the request of Dover and subject to the conditions to the        
consummation of the Merger, they will take all necessary and appropriate action 
to cause the Merger to become effective as soon as practicable after the        
acquisition without a meeting of stockholders of the Company, in accordance with
the MBCL.                                                                       

    Pursuant to the Merger Agreement and in connection with the Special Meeting,
the Company agreed to prepare, file with the SEC and mail to its stockholders a 
proxy or information statement relating to the Merger and the Merger Agreement  
and use its best efforts to obtain and furnish the information required to be   
included by the Commission in such proxy or information statement. The Company  
further agreed,                                                                 

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after consultation with Dover, to respond promptly to any comments made by the  
Commission with respect to the preliminary proxy or information statement and   
cause a definitive proxy or information statement to be mailed to its           
stockholders, provided that no amendment or supplement to the such proxy or     
information statement will be made by the Company without consultation with     
Dover and its counsel.                                                          

 STOCK OPTIONS.  The Merger Agreement provides that at the Effective Time,
each holder of a then outstanding option (collectively, the "OPTIONS") to       
purchase shares of Common Stock granted by the Company, whether or not then     
exercisable, will receive for each share subject to such Option an amount       
(subject to any applicable withholding tax) in cash equal to the difference     
between the Merger Consideration and the per-share exercise price of such       
Option. The Company agreed that prior to the Effective Time it would use        
reasonable efforts to obtain all consents or releases from holders of Options to
this treatment of their Options that are required by the Company's option plans 
or the option agreements themselves other than from holders of Options with a   
per-share exercise price in excess of the Merger Consideration. The Company also
agreed to take all action necessary to ensure that (i) the Company's 1995 Key   
Employees Stock Option Plan (the "STOCK OPTION PLAN") would be terminated as of 
the Effective Time and the provisions in any other plan, program or arrangement 
providing for the issuance or grant of any other interest in respect of the     
capital stock of the Company or any of its subsidiaries would be canceled as of 
the Effective Time, and (ii) following the Effective Time, (a) no participant in
any Stock Option Plan or other plans, programs or arrangements would have any   
right thereunder to acquire equity securities of the Company, the surviving     
corporation or any subsidiary thereof and all such plans would have been        
terminated, and (b) the Company would not be bound by any convertible security, 
option, warrant, right or agreement which would entitle any person to own any   
capital stock of the Company, the surviving corporation or any of its           
subsidiaries. The Company has complied with its requirements hereunder with     
respect to Options.                                                             

INTERIM OPERATIONS; COVENANTS.  Pursuant to the Merger Agreement, the   
Company agreed that, except as expressly contemplated by the Merger Agreement or
as agreed to in writing by Dover, prior to the time the designees of Dover      
constitute a majority of the Board (which occurred on October 21, 1997) (the    
"APPOINTMENT DATE") _                                                           

       (a) the business of the Company and its subsidiaries would be conducted
only in the ordinary and usual course (other than actions necessary to  
  consummate the transactions described in the Merger Agreement) and, to the
   extent consistent therewith, each of the Company and its subsidiaries would
use its best efforts to preserve its business organization intact and   
maintain its existing relations with customers, suppliers, employees,   
creditors and business partners subject, however, to any changes to such
    relationships necessitated or caused by the announcement of the transactions
proposed by the Merger Agreement;                                       

  (b) the Company would not, directly or indirectly, (i) except upon
exercise of Options or other rights to purchase shares of Common Stock, 
issue, sell, transfer or pledge or agree to sell, transfer or pledge any
treasury stock of the Company or any capital stock of any of its        
subsidiaries beneficially owned by it, (ii) amend its Articles of       
    Incorporation or Bylaws or similar organizational documents; or (iii) split,
combine or reclassify the outstanding shares of Common Stock or any     
outstanding capital stock of any of the subsidiaries of the Company;    

      (c) neither the Company nor any of its subsidiaries would (i) declare,
  set aside or pay any dividend or other distribution payable in cash, stock
or property with respect to its capital stock; (ii) issue, sell, pledge,
  dispose of or encumber any additional shares of, or securities convertible
    into or exchangeable for, or options, warrants, calls, commitments or rights
of any kind to acquire, any shares of capital stock of any class of the 
   Company or its subsidiaries, other than shares reserved for issuance on the
    date of the Merger Agreement pursuant to the exercise of Options outstanding
  on the date of the Merger Agreement ; (iii) transfer, lease, license, sell
    or dispose of any assets, or incur any indebtedness or other liability other
than in the ordinary course of business, or mortgage, pledge or         

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   encumber any assets or modify any indebtedness; or (iv) redeem, purchase or
otherwise acquire, directly or indirectly, any of its capital stock;    

       (d) neither the Company nor any of its subsidiaries would (i) grant any
    increase in the compensation payable to its executive officers or (ii) adopt
any new, or amend or otherwise increase, or accelerate the payment or   
vesting of the amounts payable or to become payable under any existing  
bonus, incentive compensation, deferred compensation, severance, profit 
sharing, stock option, stock purchase, insurance, pension, retirement or
  other employee benefit plan, agreement or arrangement; or (iii) enter into
    any employment or severance agreement with or, except in accordance with the
    existing written policies of the Company, grant any severance or termination
pay to any officer, director or employee of the Company or any of its   
subsidiaries;                                                           

    (e) neither the Company nor any of its subsidiaries would permit any
 insurance policy naming it as a beneficiary or a loss payable payee to be
canceled or terminated without notice to Dover;                         

        (f) neither the Company nor any of its subsidiaries would enter into any
    contract or transaction relating to the purchase of assets other than in the
ordinary course of business;                                            

       (g) neither the Company nor any of its subsidiaries would change any of
the accounting methods used by it unless required by generally accepted 
accounting principles ("GAAP"), neither the Company nor any of its      
  subsidiaries would make any material Tax election, change any material Tax
   election already made, adopt any material Tax accounting method, change any
material Tax accounting method unless required by GAAP, enter into any  
   closing agreement, settle any Tax claim or assessment or consent to any Tax
    claim or assessment or any waiver of the statute of limitations for any such
claim or assessment; and                                                

        (h) neither the Company nor any of its subsidiaries would enter into any
  agreement with respect to the foregoing or take any action with the intent
of causing any of the conditions to the Offer not to be satisfied.      

  NO SOLICITATION.  Pursuant to the Merger Agreement, the Company has agreed
that neither the Company nor any of its subsidiaries will (and the Company and  
its subsidiaries will cause their respective officers, directors, employees,    
representatives and agents, including, but not limited to, investment bankers,  
attorneys and accountants, not to), directly or indirectly, encourage, solicit, 
participate in or initiate discussions or negotiations with, or provide any     
information to, any corporation, partnership, person or other entity or group   
(other than Dover or any of its affiliates or representatives) concerning any   
proposal or offer to acquire all or a substantial part of the business and      
properties of the Company or any of its subsidiaries or any capital stock of the
Company or any of its subsidiaries, whether by merger, tender offer, exchange   
offer, sale of assets or similar transactions involving the Company or any      
subsidiary, division or operating or principal business unit of the Company (an 
"ACQUISITION PROPOSAL"), except that the Merger Agreement does not prohibit the 
Company or the Board from (i) taking and disclosing to the Company's            
stockholders a position with respect to a tender or exchange offer by a third   
party pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act, or  
(ii) making such disclosure to the Company's stockholders as, in the good faith 
judgment of the Board, after receiving advice from outside counsel, is required 
under applicable law; provided that, except as permitted under the Merger       
Agreement, neither the Board nor any committee thereof will (x) approve or      
recommend or propose to approve or recommend any Acquisition Proposal, (y) enter
into any agreement with respect to any Acquisition Proposal, or (z) withdraw or 
modify, or propose to withdraw or modify, in a manner adverse to Dover or DTI,  
the approval or recommendation by the Board or by any such committee of the     
Offer, the Merger Agreement or the Merger. The Company has also agreed to cease 
any existing activities, discussions or negotiations with any parties conducted 
prior to the date of the Merger Agreement with respect to any of the foregoing. 

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  The Merger Agreement provided that notwithstanding the foregoing, prior to
the acceptance of shares pursuant to the Offer constituting the Minimum         
Condition, the Company could furnish information concerning its business,       
properties or assets to any corporation, partnership, person or other entity or 
group pursuant to appropriate confidentiality agreements, and could negotiate   
and participate in discussions and negotiations with such entity or group       
concerning an Acquisition Proposal if (x) such entity or group had on an        
unsolicited basis submitted a bona fide written proposal to the Company relating
to any such transaction which the Board determined in good faith, after         
receiving advice from Scott-Macon Securities, Inc. or a nationally recognized   
investment banking firm, represented a superior transaction to the Offer and the
Merger and which the Board determined in good faith could be fully financed and 
(y) in the opinion of the Board, only after receipt of advice from outside legal
counsel to the Company, the failure to provide such information or access or to 
engage in such discussions or negotiations could reasonably be expected to cause
the Board to violate its fiduciary duties to the Company's stockholders under   
applicable law (an Acquisition Proposal which satisfies clauses (x) and (y)     
being referred to herein as a "SUPERIOR PROPOSAL"). The Company would within one
business day following receipt of a Superior Proposal notify Dover of the       
receipt of the same and will promptly provide to Dover any material non-public  
information regarding the Company that has been provided to any other party     
which was not previously provided to Dover. At any time after two business days 
following notification to Dover of the Company's intent to do so (which         
notification would include the identity of the bidder and a complete summary of 
the material terms and conditions of the proposal) and if the Company has       
otherwise complied with the terms of the Merger Agreement, the Board could      
withdraw or modify its approval or recommendation of the Offer.                 

In the event of a Superior Proposal which (i) was to be paid entirely in
cash and (ii) is not subject to any financing condition or contingency, the     
Company could enter into an agreement with respect to the Superior Proposal no  
sooner than four days after giving Dover written notice of its intention to     
enter into such agreement; provided that DTI or Dover had not, prior to the     
expiration of the four-day period, advised the Company of its intention to raise
the Merger Consideration to match the Superior Proposal. Upon expiration of the 
four-day period without such action by DTI or Dover, the Company could enter    
into an agreement with respect to the Superior Proposal (with the bidder and on 
terms no less favorable than those specified in such notification), provided    
that concurrently with entering into the agreement the Company paid or caused to
be paid to Dover an amount equal to the greater of $750,000, or an amount equal 
to Dover's actual, reasonable and reasonably documented out-of-pocket fees and  
expenses incurred by Dover and DTI in connection with the Offer, the Merger, the
Merger Agreement, the consummation of the transactions contemplated under the   
Merger Agreement and the financing therefor, provided that in no event will the 
Company be obligated to pay any such fees and expenses in excess of $1,000,000. 
The Company did not receive any Superior Proposals prior to acceptance and      
payment of the shares by Dover and DTI which were tendered in the Offer.        

    INDEMNIFICATION.  The Merger Agreement provides that for six years after the
Effective Time, Dover and the surviving corporation (or any successor to the    
surviving corporation) agree jointly to indemnify, defend and hold harmless the 
present and former officers and directors of the Company and its subsidiaries,  
and persons who become any of the foregoing prior to the Effective Time against 
all losses, claims, damages, liabilities, costs, fees and expenses (including   
reasonable fees and disbursements of counsel and judgments, fines, losses,      
claims, liabilities and amounts paid in settlement (provided that any such      
settlement is effected with the written consent of Dover or the surviving       
corporation which consent may not unreasonably be withheld)) arising out of     
actions or omissions occurring at or prior to the Effective Time to the full    
extent permissible under applicable Massachusetts law, the terms of the         
Company's Articles of Incorporation or the Bylaws, as in effect at the date of  
the Merger Agreement, provided that, in the event any claim or claims are       
asserted or made within the six-year period, all rights to indemnification in   
respect of any such claims will continue until they are disposed of.            

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REPRESENTATIONS & WARRANTIES.  The Company has made customary           
representations and warranties to Dover and DTI pursuant to the Merger Agreement
with respect to, among other things, its organization, capitalization, financial
statements, public filings, conduct of business, employee benefit plans,        
intellectual property, employment matters, compliance with laws, tax matters,   
litigation, environmental matters, the vote required to approve the Merger      
Agreement, undisclosed liabilities, information in the proxy or information     
statement, and the absence of any material adverse effect on the Company since  
December 31, 1996.                                                              

TERMINATION; FEES.  The Merger Agreement may be terminated and the      
transactions contemplated by the Merger Agreement may be abandoned at any time  
prior to the Effective Time, whether before or after stockholder approval       
thereof                                                                         

(a) by the mutual written consent of Dover and the Company; or  

       (b) by either of the Company or Dover: (i) if (x) the Offer had expired
without any shares of Common Stock being purchased or (y) DTI has not   
  accepted for payment all shares tendered pursuant to the Offer by November
17, 1997; provided, however, that the right to terminate the Merger     
Agreement would not have been available to any party whose failure to   
   fulfill any obligation under the Merger Agreement had been the cause of, or
 resulted in, the failure of Dover or DTI, as the case may be, to purchase
the shares pursuant to the Offer on or prior to such date; or(ii) if any
    Governmental Entity had issued an order, decree or ruling or takes any other
   action (which order, decree, ruling or other action the parties are obliged
to use their reasonable efforts to lift), which permanently restrained, 
  enjoined or otherwise prohibited the acceptance for payment of, or payment
for, shares pursuant to the Offer or the Merger and the order, decree,  
ruling or other action becomes final and non-appealable; or             

   (c) by the Company (i) if Dover, DTI or any of their affiliates had
    failed to commence the Offer on or prior to five business days following the
date of the initial public announcement of the Offer; provided, that the
    Company could not have terminated the Merger Agreement if the Company was at
   the time in breach of its obligations under the Merger Agreement such as to
    cause a material adverse effect on the Company; or (ii) if Dover or DTI have
 breached in any material respect any of their respective representations,
    warranties, covenants or other agreements contained in the Merger Agreement,
which breach cannot be or has not been cured, in all material respects, 
within 30 days after the giving of written notice to Dover or DTI, as   
    applicable; or (iii) in connection with entering into a definitive agreement
 in accordance with a Superior Proposal, provided it had complied with all
provisions of the Merger Agreement, including the notice provisions, and
that it made simultaneous payment of an amount equal to the greater of  
$750,000 or an amount equal to Dover's actual, reasonable and reasonably
documented out-of-pocket fees and expenses incurred by Dover and DTI in 
connection with the Offer, the Merger, the Merger Agreement, the        
 consummation of the transactions contemplated by the Merger Agreement and
the financing therefor, provided that in no event would the Company have
    been obligated to pay any such fees and expenses in excess of $1,000,000; or

    (d) by Dover (i) if, due to an occurrence, not involving a breach by
   Dover or DTI of their obligations under the Merger Agreement, which made it
impossible to satisfy any of the conditions to the Offer set forth in   
   Section 14 of the Offer to Purchase, Dover, DTI, or any of their affiliates
    failed to commence the Offer on or prior to five business days following the
  date of the initial public announcement of the Offer; (ii) if prior to the
purchase of shares pursuant to the Offer, the Company had breached any  
representation, warranty, covenant or other agreement contained in the  
Merger Agreement which (A) would have given rise to the failure of a    
 condition set forth in paragraph (f) or (g) of Section 14 of the Offer to
    Purchase and (B) could not have been cured, in all material respects, within
    30 days after the giving of written notice to the Company; or (iii) upon the
occurrence of any event set forth in paragraph (e) of Section 14 of the 
Offer to Purchase.                                                      

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In accordance with the Merger Agreement, if (1) Dover had terminated the
Merger Agreement pursuant to clause (d)(iii) of the immediately preceding       
paragraph (regarding withdrawal of approval of the Offer or the Merger Agreement
in connection with an Acquisition Proposal), (2) the Company had terminated the 
Merger Agreement pursuant to clause (c)(iii) of the immediately preceding       
paragraph, or (3) either the Company or Dover had terminated the Merger         
Agreement pursuant to clause (b)(i) of the immediately preceding paragraph and  
prior thereto there shall have been publicly announced another Acquisition      
Proposal or an event set forth in paragraph (h) of Section 14 of the Offer to   
Purchase has occurred, the Company would have paid to Dover an amount equal to  
the greater of $750,000 or an amount equal to Dover's actual, reasonable and    
reasonably documented out-of-pocket fees and expenses incurred by Dover and DTI 
in connection with the Offer, the Merger, the Merger Agreement, the consummation
of the transactions contemplated by the Merger Agreement and the financing      
therefor, provided that in no event would the Company have been obligated to pay
any such fees and expenses in excess of $1,000,000.                             

 The Merger Agreement also provided that if the Company had terminated the
Merger Agreement pursuant to (1) clause (b), or (2) clause (c)(i) , or if the   
Company terminates the Merger Agreement pursuant to clause (c)(ii) of the       
immediately preceding paragraph, then Dover would pay to the Company an amount  
equal to the Company's reasonable legal fees and expenses incurred, as of the   
date of the termination, with respect to Merger Agreement and the transactions  
contemplated in it.                                                             

STOCKHOLDERS' RIGHTS OF APPRAISAL 

Stockholders of the Company who do not vote in favor of adoption of the 
Merger Agreement have the right to seek payment in cash of the fair value of    
their shares of Common Stock by complying with Sections 86 to 98, inclusive, of 
Chapter 156B of the MBCL ("Sections 86-98").                                    

  The following discussion is not a complete statement of the law pertaining
to appraisal rights under the MBCL, and is qualified in its entirety by the full
text of Sections 86-98, which are provided in their entirety as Annex III to    
this Information Statement. All references in Sections 86-98 and in this summary
to a "stockholder" are to the record holder of the shares of Common Stock as to 
which appraisal rights are asserted.                                            

If the Merger Agreement is approved by the stockholders at the Special  
Meeting and the Merger is consummated, any stockholder (1) who files with the   
Company, before the taking of the vote on the approval of such action, a written
objection to the proposed action stating that he intends to demand payment for  
his shares if the action is taken and (2) whose shares are not voted in favor of
such action has or may have the right to demand in writing from the Company,    
within twenty days after the date of mailing to him of notice in writing that   
the corporate action has become effective, payment for his shares and an        
appraisal of the value thereof. The Company and any such stockholder shall in   
such cases have the rights and duties and shall follow the procedure set forth  
in Sections 86-98.                                                              

  Therefore, under the MBCL, a stockholder wishing to exercise his appraisal
rights (1) must not vote in favor of adoption of the Merger Agreement, (2) must 
deliver to the Company prior to the vote on the Merger Agreement at the Special 
Meeting a written objection to the proposed action stating that he intends to   
demand payment for his shares of Common Stock if the action is taken, and (3)   
within twenty (20) days after the date of mailing to him of notice in writing   
that the Merger has become effective, must demand in writing from the Company,  
payment for his shares of Common Stock. Within ten (10) days after the Effective
Time, the Company will notify each stockholder who has properly filed written   
objection and who did not vote in favor of adoption of the Merger Agreement that
the Merger has become effective. The stockholder must be the record holder of   
such shares of Common Stock on the date the written objection is made and must  
continue to hold such shares of Common Stock of record until the Effective Time.
Accordingly, a stockholder who is the record holder of shares of Common Stock on
the date the written                                                            

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demand for appraisal is made, but who thereafter transfers such shares of Common
Stock prior to the Effective Time, will lose any right to appraisal in respect  
of such shares of Common Stock.                                                 

In accordance with the MBCL, if the Company and any stockholders who    
properly perfect their appraisal rights fail to agree on the value of the       
share(s) of Common Stock, either any such stockholder or the Company may file a 
bill in equity to petition the Superior Court in the county where the Company   
has its principal office in the Commonwealth Of Massachusetts to determine the  
value of the share(s) of Common Stock. The Company has not made any             
determination at this time as to whether it would file such a bill in equity.   
Therefore, if the Company and any objecting stockholder fail to agree on the    
value of the stock, the stockholder may be required to file a bill in equity in 
accordance with Sections 86-98, inclusive, of the MBCL for the action to        
proceed.                                                                        

CERTAIN FEDERAL INCOME TAX CONSEQUENCES 

   The receipt of the Merger Consideration for shares pursuant to the Offer or
the Merger will be a taxable transaction for U.S. federal income tax purposes   
and also may be a taxable transaction under state, local or foreign tax laws. In
general, a stockholder who tenders shares in the Offer or receives cash in      
exchange for shares in the Merger will recognize gain or loss for federal income
tax purposes equal to the difference, if any, between the amount of cash        
received and the stockholder's tax basis in the shares sold. Gain or loss will  
be determined separately for each block of shares (i.e., shares acquired at the 
same time and price) exchanged pursuant to the Offer or the Merger. Such gain or
loss generally will be capital gain or loss if the shares disposed of were held 
as capital assets by the stockholder, and will be long-term capital gain or loss
if the shares disposed of were held for more than one year at the date of sale. 

 A stockholder who perfects such stockholder's dissenter's rights, if any,
under Sections 86-98 of the MBCL probably will recognize gain or loss at the    
Effective Time in an amount equal to the difference between the "amount         
realized" and such stockholder's adjusted tax basis of such shares. For this    
purpose, although there is no authority to this effect directly on point, the   
amount realized generally should equal the trading value per share of the shares
at the Effective Time. Ordinary interest income and/or capital gain (or capital 
loss, assuming that the shares were held as capital assets) should be recognized
by such stockholder at the time of actual receipt of payment, to the extent that
such payment exceeds (or is less than) the amount realized at the Effective     
Time.                                                                           

The foregoing summary constitutes a general description of certain U.S. 
federal income tax consequences of the Offer and the Merger without regard to   
the particular facts and circumstances of each stockholder of the Company and is
based on the provisions of the Internal Revenue Code of 1986, as amended,       
Treasury Department Regulations issued pursuant thereto and published rulings   
and court decisions in effect as of the date hereof, all of which are subject to
change, possibly with retroactive effect. Special tax consequences not described
herein may be applicable to certain stockholders subject to special tax         
treatment (including, but not limited to, insurance companies, tax-exempt       
organizations, financial institutions or broker dealers, foreign stockholders   
and stockholders who have acquired their shares pursuant to the exercise of     
employee stock options or otherwise as compensation). ALL STOCKHOLDERS SHOULD   
CONSULT THEIR TAX ADVISORS WITH RESPECT TO SPECIFIC TAX EFFECTS APPLICABLE TO   
THEM IN CONNECTION WITH THE MERGER AND RECEIPT OF THE MERGER CONSIDERATION,     
INCLUDING THE APPLICABILITY AND EFFECT OF THE ALTERNATIVE MINIMUM TAX AND ANY   
STATE, LOCAL AND FOREIGN TAX LAWS.                                              

MARKET PRICE OF THE COMMON STOCK AND DIVIDEND POLICY

    The Common Stock is traded on the AMEX under the symbol VTC. On September 2,
1997, the last full trading day prior to the public announcement of DTI's       
intention to commence the Offer, the last reported sales price of the Common    
Stock on the AMEX was $1.375 per share. The Company has never declared or paid  
any cash dividends on its capital stock.                                        

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REGULATORY FILINGS AND APPROVAL 

   The Company is not aware of any governmental or regulatory requirements for
consummation of the Merger other than compliance with the HSR Act and applicable
state corporate laws and federal and state securities laws. The waiting period  
under the HSR Act expired on September 26, 1997.                                

ACCOUNTING TREATMENT

It is expected that the Merger will be accounted for as a "purchase"    
transaction in accordance with GAAP.                                            

CHANGE OF CONTROL 

    There has been a change in control of the Company since the beginning of its
last fiscal year. DTI has acquired control of the Company through a cash tender 
offer by acquiring 80.6% or 7,943,291 of the outstanding shares of the Company  
at $1.90 per share, net to the seller in cash. Funds were used from internal    
cash flow to purchase the shares for a total consideration of $15,092,252.90.   
Beneficial ownership of more than five (5%) as of the date hereof is as follows:

                                                        [Enlarge/Download Table]

(1) TITLE OF                 (2) NAME AND ADDRESS OF                 (3) AMOUNT AND NATURE       (4) PERCENT OF   
  CLASS                          BENEFICIAL OWNER                   OF BENEFICIAL OWNERSHIP           CLASS       
---------------  ------------------------------------------------  --------------------------  -------------------
                                                                                                                  

       Common    DTI Intermediate, Inc.                                                                           
                 One Marine Midland Plaza                                                                         
                 East Tower, Sixth Floor                           7,943,291                                      
                 Binghamton, NY 13901                              direct                               80.6%     

       Common    Dover Technologies International, Inc.                                                           
                 One Marine Midland Plaza                          7,943,291                                      
                 East Tower, Sixth Floor                           indirect as direct owner                       
                 Binghamton, NY 13901                              of DTI                               80.6%     

       Common    Dover Corporation                                 7,943,291                                      
                 280 Park Avenue                                   indirect as ultimate                           
                 New York, NY 10017                                parent of DTI                        80.6%     

 DTI was organized solely for the purpose of acquiring the Company and has
conducted no activities unrelated to such purpose since its organization. DTI is
a wholly owned direct subsidiary of Dover. Dover is a high technology           
corporation with subsidiaries in the fields of electronic components, automated 
assembly equipment for printed circuit boards, spring probes and test equipment 
and fixtures for printed circuit boards, among other things. Dover has a        
subsidiary, Soltec International, B.V. which manufactures automated soldering   
equipment for printed circuit boards which will be complemented by the          
acquisition of the Company.                                                     

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS MANAGEMENT

   The following table sets forth certain information as of September 30, 1997
with respect to the beneficial ownership of the Company's Common Stock by each  
director, certain executive officers; all directors and executive officers as a 
group; and, at September 30, 1997 as to each person believed to be a beneficial 
owner of 5% or more of the Common Stock. All information with respect to        
ownership has been furnished by the respective directors, officers and 5%       
owners.                                                                         

The numbers and percentages assume for each person or group listed, the 
exercise of all stock options, warrants or conversion privileges held by such   
person or group that are exercisable within 60 days of September 30, 1997 in    
accordance with Rule 13d-3(d)(1) of the Securities Exchange Act of 1934, but not
the exercise thereof by any other person listed.                                

                                                        [Enlarge/Download Table]

                                                                                NUMBER OF SHARES                      
                                                                                  BENEFICIALLY         PERCENT OF     
NAME (1)                                                                              OWNED               CLASS       
------------------------------------------------------------------------------  -----------------  -------------------
                                                                                                                      
James J. Manfield, Jr. (1)....................................................        540,244(2)              5.4%    
David R. A. Steadman..........................................................        102,500(3)                *     
Allen H. Keough...............................................................         30,000(4)                *     
James R. Kanely...............................................................          4,000(5)                *     
Albert J. Chanasyk............................................................         43,000(5)                *     
All directors and executive officers as a group (7 persons)...................        724,744(6)              7.2%    

------------------------                                                        

*   Denotes less than 1% of class.                                              

(1) Mr. Manfield's address is the address of the Company set forth on the first 
page of this Information Statement.                                     

(2) Of these shares, 207,518 are owned by members of Mr. Manfield's family and  
100,000 are purchasable within 60 days of September 30, 1997 under      
outstanding stock options.                                              

(3) Of these shares, 51,500 are purchasable within 60 days of September 30, 1997
under outstanding stock options.                                        

(4) Of these shares, 18,000 are purchasable within 60 days of September 30, 1997
under outstanding stock options.                                        

(5) These shares are purchasable within 60 days of September 30, 1997 under     
outstanding stock options.                                              

(6) Of these shares, 216,500 are purchasable within 60 days of September 30,    
1997 under outstanding stock options.                                   

 As of the date of this Information Statement the Company has advised that
Mr. Manfield tendered any shares of Common Stock owned by him pursuant to the   
Offer. As a result, the only 57 holder of Common Stock of the Company as of the 
date hereof is DTI. See "Change of Control."                                    

INTEREST OF CERTAIN PERSONS IN THE MERGER 

    JAMES J. MANFIELD, JR.  In March 1995, the Company renewed its March 2, 1992
employment agreement with James J. Manfield, Jr. for a one-year period. The     
agreement is automatically renewed for additional one-year periods unless       
terminated by the Company on notice given 90 days prior to the end of a         
twelve-month period, in which event the Company will continue to pay him his    
then current salary for a period of 12 months. If termination of his employment 
is by the Company without cause or for disability, payment of salary is to      
continue for a period of (i) 12 months if the termination occurs before a       
"Change in Control" or an "Approved Change in Control" or after an Approved     
Change in Control; (ii) 24 months if the termination occurs after a Change in   
Control; (iii) 24 months if Mr. Manfield resigns his employment                 

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after a Change in Control because his duties, responsibilities or conditions of 
employment are materially reduced or because of a breach of his employment      
agreement by the Company; or (iv) six months if after an Approved Change in     
Control, his duties, responsibilities or conditions of employment are materially
reduced, and if he has not obtained employment within the first six months, up  
to an additional six months or until he finds employment, whichever occurs      
first. The agreement provides for payment by the Company of a minimum annual    
base salary of $140,000.                                                        

A Change in Control is defined as a circumstance in which control (as   
defined in the securities laws) of the Company has changed or the acquisition by
a person or entity of 50% or more of the voting power of the Company; or if the 
persons who constitute a majority of the Board of Directors at the time the     
agreement was executed no longer represent such majority other than by reason of
nominations made by such majority. An Approved Change in Control means a Change 
in Control that is approved by such majority. The Change in Control that will   
result from the consummation of the Offer and the Merger would constitute an    
Approved Change in Control of the Company.                                      

  Mr. Manfield currently holds five-year non-qualified stock options granted
to him in each of December 1992, 1993 and 1994 to purchase in the aggregate     
125,000 shares of Common Stock at prices ranging from $0.56 to $1.31 per share. 
The option shares become subject to purchase in installments of 20% of the      
shares on the grant date and on each of the subsequent four anniversaries of the
grant date.                                                                     

On September 3, 1997, Mr. Manfield and Dover entered into an employment 
arrangement to come into effect only upon the Effective Time of the Merger. It  
provides for the employment of Mr. Manfield at his current annual salary of     
$157,000 for a period of two years to assist the President of Soltec            
International, N.V , a subsidiary of Dover, which is in the same business as the
Company ("Soltec"), in the transition and consolidation of the two businesses.  
Under the arrangement, Mr. Manfield is eligible for an increase in salary in    
early 1998 commensurate with salary increases given to other senior executives  
of the consolidated entities if he is then still engaged in the consolidation   
process. The arrangement also provides for the payment to Mr. Manfield of a     
bonus for the nine months ended September 30, 1997 pursuant to the Company's    
current bonus plan and a bonus in January 1999 of $50,000 provided that he has  
not actively hindered the transition and consolidation process. If the          
transition and consolidation process is completed prior to the expiration of the
two-year period of the arrangement, Mr. Manfield will be free to pursue other   
interests, but for the balance of the two-year period will continue to receive  
his salary and, unless and until he commences full-time employment, his current 
health, retirement, disability, life insurance, vacation, automobile and other  
benefits in accordance with the policies and practices established by the       
Company/Soltec.                                                                 

   On October 23, 1997, the new Board of Directors of the Company, composed of
three Dover designees and Mr. Manfield, relieved Mr. Manfield of his duties     
under the employment arrangement with Dover to provide services during the      
transition period after the Effective Time, although Mr. Manfield will continue 
to receive the salary contemplated thereby for the applicable two year period.  

ALBERT J. CHANASYK.  Mr. Chanasyk, Vice President of Research and       
Development, currently holds six-year stock options to purchase Common Stock    
granted to him in December 1995 and December 1996 to purchase 30,000 shares at  
$2.37 per share and 10,000 shares at $1.00, respectively.                       

 DANIEL J. SULLIVAN.  Mr. Sullivan, Vice President-Controller and Clerk of
the Company, entered into an employment agreement with the Company dated as of  
January 1, 1995. The agreement provides for an initial term of one year and     
automatic annual renewals thereafter unless the Company gives Mr. Sullivan at   
least notice of non-renewal at least ninety days prior to the expiration of the 
initial term or any annual renewal term. In the event of a non-renewal, the     
Company is obligated to pay him his then current salary for three months after  
the end of the term or a renewal term, as the case may be. The agreement        
provides for the payment of a minimum salary of $67,500. In the event that the  
Company terminates his employment without cause, it is obligated to continue to 
pay him his then current salary for three months unless termination occurs after
a Change in Control (which is not an Approved change in Control), in            

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which event the Company is obligated to continue to pay him his salary for an   
additional six months. Mr. Sullivan may resign his employment if his duties,    
responsibilities or conditions of employment are materially reduced or because  
of a breach of his employment agreement by the Company. If he does so, the      
Company is obligated to continue to pay him his then current salary for a period
of twelve months if the resignation occurs after a Change in Control or for     
three months and up to an additional three months or until he finds employment  
(whichever occurs first) if such resignation occurs after an Approved Change in 
Control. See the description of Mr. Manfield's employment agreement, above, for 
the meaning of "Change in Control" and "Approved Change in Control."            

Mr. Sullivan also participates in the Company's health and other benefit
plans and at the discretion of the Chief Executive Officer and the Board of     
Directors in a bonus plan.                                                      

 Mr. Sullivan currently holds a six-year incentive stock option granted to
him in August 1997 to purchase 25,000 shares of Common Stock at a price of $1.09
per share. The option shares become subject to purchase in installments of 20%  
of the shares on each of the first five anniversaries of the grant date. The    
option replaced several options that had expired at the time Mr. Sullivan       
rejoined the Company after a short hiatus.                                      

  THOMAS F. NASH.  The Company entered into an employment agreement with Mr.
Nash as of October 15, 1996 providing for employment through November 4, 1998   
pursuant to which he is to serve as Vice President-Sales and Marketing. At the  
expiration of the agreement, his employment is to continue on a month to month  
basis. His salary under the agreement is $110,000 per year, he is entitled to   
participate in the Company's health and other benefit plans and to participate  
in a bonus plan at the discretion of the Chief Executive Officer and the        
Compensation Committee of the Board of Directors. The severance arrangements for
Mr. Nash are the same as those described above to which Mr. Sullivan is         
entitled.                                                                       

    Mr. Nash currently holds a six-year incentive stock option granted to him in
November 1996 to purchase 25,000 shares of Common Stock at a price of $1.09 per 
share. The option shares become subject to purchase in installments of 20% of   
the shares on each of the first five anniversaries of the grant date.           

    NON-EMPLOYEE DIRECTORS.  The three non-employee directors of the Company who
resigned on October 23, 1997 hold non-qualified stock options to purchase shares
of Common Stock granted during the period from December 1992 through December   
1994, as follows: James R. Kanely, 20,000 at $2.34 per share; Allen H. Keough,  
30,000 shares at $1.31 per share; and David R. A. Steadman, 65,000 shares in the
aggregate at prices ranging from $0.56 to $1.31 per share. The options have a   
duration of five to six years and vest over the first five years of the option  
in equal installments.                                                          

   PAYMENT OF THE OPTION SPREAD.  Pursuant to the Company's option agreements,
all unvested options vested upon the change in control of the Company that      
occurred when Dover purchased the shares tendered in the Offer on or about      
October 13, 1997. Pursuant to the Merger Agreement, upon the consummation of the
Merger, all officers, directors and employees, including those mentioned above, 
will receive a cash payment equal to the difference, if any, between the Merger 
Consideration and his or her option exercise price per share multiplied by the  
number of shares then subject to the option.                                    

BONUS PLAN.  Dover has agreed to honor the Company's 1997 discretionary 
bonus plan in accordance with the Company's past practice in which a bonus pool 
of 15% of pre-tax profits is allocated 75% for the grant of bonuses to senior   
management and 25% for the grant of bonuses to other employees (other than      
members of the sales organization). The bonus pool will be computed for the     
period from the beginning of the current year through September 30, 1997. Dover 
has also agreed to honor the Company's existing severance policies with respect 
to any employee whose employment is terminated as a result of the Merger.       

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CERTAIN INFORMATION CONCERNING DTI AND DOVER

 DTI.  DTI, a Delaware corporation and a direct wholly owned subsidiary of
Dover, recently was organized for the purpose of effecting the Merger and has   
not carried on any activities except in connection with the Offer and the       
Merger. The principal executive offices of DTI are located at One Marine Midland
Plaza, East Tower, Sixth Floor, Binghamton, New York 13901. All the outstanding 
capital stock of DTI is owned by Dover.                                         

    DOVER.  Dover, a Delaware corporation, is a wholly owned indirect subsidiary
of Dover Corporation, a publicly traded company listed on the New York Stock    
Exchange under the symbol "DOV." Dover is a high technology corporation with    
subsidiaries in the fields of electronic components, automated assembly         
equipment for printed circuit boards, spring probes and test equipment and      
fixtures for printed circuit boards, among other things. The principal executive
offices of Dover are located at One Marine Midland Plaza, East Tower, Sixth     
Floor, Binghamton, New York 13901.                                              

INDEPENDENT PUBLIC ACCOUNTANTS

 A representative of Coopers & Lybrand L.L.P. is expected to be present at
the Special Meeting to make a statement if he wishes to do so and to respond to 
appropriate questions.                                                          

INCORPORATION BY REFERENCE

   The following documents previously filed with the Commission by the Company
and Dover pursuant to the Securities Exchange Act of 1934, as amended (the      
"Exchange Act"), are incorporated by reference into this Information Statement: 
(1) the Solicitation/Recommendation Statement on Schedule 14D-9 filed by the    
Company on September 9, 1997, as amended on October 6, 1997; (2) the Tender     
Offer Statement on Schedule 14D-1 filed by Dover, DTI and Dover Corporation on  
September 9, 1997, as amended on October 6, 1997; (3) the Annual Report on Form 
10-K of the Company for the fiscal year ended December 31, 1997; and (4) the    
Quarterly Reports on Form 10-Q of the Company for the fiscal quarters ended     
March 31, 1997 and June 30, 1997                                                

   All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Information Statement and prior
to the date of the Special Meeting shall be deemed to be incorporated by        
reference into this Information Statement and to be a part hereof from the dates
of filing such documents or reports. Any statement contained herein or in a     
document incorporated by reference herein shall be deemed to be modified or     
superseded for purposes of this Information Statement to the extent that a      
statement contained herein or in any other subsequently filed document which is 
also incorporated or deemed to be incorporated herein modifies or supersedes    
such statement. Any such statement so modified or superseded shall not be       
deemed, except as so modified or superseded, to constitute a part of this       
Information Statement.                                                          

    THIS INFORMATION STATEMENT INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS (OTHER THAN CERTAIN     
EXHIBIT TO DOCUMENTS UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY      
REFERENCE) ARE AVAILABLE WITHOUT CHARGE TO ANY PERSON TO WHOM A COPY OF THIS    
INFORMATION STATEMENT HAS BEEN DELIVERED UPON WRITTEN OR ORAL REQUEST, IN THE   
CASE OF COMPANY DOCUMENTS, TO VITRONICS CORPORATION, 1 FORBES ROAD, NEWMARKET,  
NEW HAMPSHIRE 03857, ATTENTION: DANIEL J. SULLIVAN, CLERK, TELEPHONE NUMBER     
(603) 659-6550, AND, IN THE CASE OF DOVER, TO DOVER TECHNOLOGIES INTERNATIONAL, 
INC., ONE MARINE MIDLAND PLAZA, EAST TOWER, SIXTH FLOOR, BINGHAMTON, NEW YORK   
13901, ATTENTION: ROBERT A. LIVINGSTON, VICE PRESIDENT, CHIEF FINANCIAL OFFICER,
SECRETARY AND TREASURER, TELEPHONE NUMBER (607) 773-2290.                       

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OTHER MATTERS TO COME BEFORE THE MEETING

 No other matters are intended to be brought before the Special Meeting by
the Company nor does the Company know of any matters that are expected to be    
brought properly before the Special Meeting by others.                          

                                       By Order of the Board of Directors,
                      Daniel J. Sullivan
         CLERK

Newmarket, New Hampshire                                                        

November 10, 1997                                                               

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ANNEX I--AGREEMENT AND PLAN OF MERGER                                           

ANNEX II--OPINION OF SCOTT-MACON                                                

ANNEX III--APPRAISAL RIGHTS UNDER MASSACHUSETTS LAW                             

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                                                                         ANNEX I

    AGREEMENT AND PLAN OF MERGER
BY AND AMONG
DOVER TECHNOLOGIES INTERNATIONAL, INC., 
DTI INTERMEDIATE, INC.
AND 
VITRONICS CORPORATION 
DATED AS OF 
SEPTEMBER 3, 1997 

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TABLE OF CONTENTS 

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                                                       ARTICLE I                                                 
                                                 THE OFFER AND MERGER                                            
Section 1.1   The Offer..................................................................................       1
Section 1.2   Company Actions............................................................................       5
Section 1.3   Directors..................................................................................       7
Section 1.4   The Merger.................................................................................       9
Section 1.5   Effective Time.............................................................................      10
Section 1.6   Closing....................................................................................      11
Section 1.7   Directors and Officers of the Surviving Corporation........................................      11
Section 1.8   Shareholders' Meeting......................................................................      11
Section 1.9   Merger Without Meeting of Shareholders.....................................................      13

                                                      ARTICLE II                                                 
                                               CONVERSION OF SECURITIES                                          
Section 2.1   Conversion of Capital Stock................................................................      13
Section 2.2   Exchange of Certificates...................................................................      14
Section 2.3   Dissenters' Rights.........................................................................      16
Section 2.4   Options....................................................................................      17

                                                      ARTICLE III                                                
                                                  REPRESENTATIONS AND                                            
                                               WARRANTIES OF THE COMPANY                                         
Section 3.1   Organization...............................................................................      18
Section 3.2   Capitalization.............................................................................      19
Section 3.3   Authorization; Validity of Agreement; Company Action.......................................      21
Section 3.4   Consents and Approvals; No Violations......................................................      21
Section 3.5   SEC Reports and Financial Statements.......................................................      22
Section 3.6   Absence of Certain Changes.................................................................      23
Section 3.7   No Undisclosed Liabilities.................................................................      24
Section 3.8   Litigation.................................................................................      24
Section 3.9   Employee Benefit Plans.....................................................................      24
Section 3.10  Tax Matters; Government Benefits...........................................................      27
Section 3.11  Intellectual Property......................................................................      31
Section 3.12  Employment Matters.........................................................................      32
Section 3.13  Compliance with Laws.......................................................................      32
Section 3.14  Vote Required..............................................................................      33
Section 3.15  Environmental Laws.........................................................................      33
Section 3.16  Information in Proxy Statement.............................................................      35
Section 3.17  Opinion of Financial Advisor...............................................................      36
Section 3.18  Brokers or Finders.........................................................................      36

                                                      ARTICLE IV                                                 
                                            REPRESENTATIONS AND WARRANTIES                                       
                                              OF PARENT AND THE PURCHASER                                        
Section 4.1   Organization...............................................................................      37
Section 4.2   Authorization; Validity of Agreement; Necessary Action.....................................      37
Section 4.3   Consents and Approvals; No Violations......................................................      38
Section 4.4   Information in Proxy Statement.............................................................      38

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Section 4.5   Financing..................................................................................      39

                                                       ARTICLE V                                                 
                                                       COVENANTS                                                 
Section 5.1   Interim Operations of the Company..........................................................      39
Section 5.2   Access; Confidentiality....................................................................      41
Section 5.3   Consents and Approvals.....................................................................      42
Section 5.4   No Solicitation............................................................................      43
Section 5.5   Additional Agreements......................................................................      46
Section 5.6   Publicity..................................................................................      46
Section 5.7   Notification of Certain Matters............................................................      47
Section 5.8   Directors' and Officers' Indemnification...................................................      47
Section 5.9   Purchaser Compliance.......................................................................      48

                                                      ARTICLE VI                                                 
                                               CONDITIONS TO THE MERGER                                          
Section 6.1   Conditions to Each Party's Obligation to Effect the Merger.................................      48
Section 6.2   Condition to Parent's and the Purchaser's Obligations to Effect the Merger.................      49

                                                      ARTICLE VII                                                
                                                      TERMINATION                                                
Section 7.1   Termination................................................................................      49
Section 7.2   Effect of Termination......................................................................      51

                                                     ARTICLE VIII                                                
                                                     MISCELLANEOUS                                               
Section 8.1   Fees and Expenses..........................................................................      52
Section 8.2   Amendment and Modification.................................................................      53
Section 8.3   Non-survival of Representations and Warranties.............................................      54
Section 8.4   Notices....................................................................................      54
Section 8.5   Interpretation.............................................................................      55
Section 8.6   Counterparts...............................................................................      55
Section 8.7   Entire Agreement; No Third Party Beneficiaries.............................................      56
Section 8.8   Severability...............................................................................      56
Section 8.9   Governing Law..............................................................................      56
Section 8.10  Assignment.................................................................................      56

ANNEX A       Conditions of the Offer....................................................................     A-1

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AGREEMENT AND PLAN OF MERGER

   AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this "Agreement"),
dated as of September 3, 1997, by and among Dover Technologies International,   
Inc., a Delaware corporation ("Parent"), DTI Intermediate, Inc., a Delaware     
corporation and a wholly owned subsidiary of Parent (the "Purchaser"), and      
Vitronics Corporation, a Massachusetts corporation (the "Company").             

WHEREAS, the Board of Directors of each of Parent, the Purchaser and the
Company has approved, and deems it advisable and in the best interests of its   
respective shareholders to consummate, the acquisition of the Company by Parent 
upon the terms and subject to the conditions set forth herein;                  

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

ARTICLE I 
THE OFFER AND MERGER

SECTION 1.1 THE OFFER.                                                  

(a) As promptly as practicable (but in no event later than five business
days after the public announcement of the execution hereof), the Purchaser shall
commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 
1934, as amended (the "Exchange Act")) a tender offer (the "Offer") for all of  
the outstanding shares (the "Shares") of common stock, $.01 par value per share 
(the "Common Stock"), of the Company at a price of $1.90 per Share, net to the  
seller in cash (such price, or any such higher price per Share as may be paid in
the Offer, being referred to herein as the "Offer Price"), subject to (i) there 
being validly tendered and not withdrawn prior to the expiration of the Offer,  
that number of Shares which represents at least sixty-six and two-thirds percent
(66 2/3%) of the Shares outstanding on a fully diluted basis (the "Minimum      
Condition") and (ii) the other conditions set forth in Annex A hereto, and shall
consummate the Offer in accordance with its terms. As used herein, "fully       
diluted basis" takes into account issued and outstanding Shares and Shares      
subject to issuance under outstanding stock options and warrants. The           
obligations of the Purchaser to accept for payment and to pay for any Shares    
validly tendered on or prior to the expiration of the Offer and not withdrawn   
shall be subject only to the Minimum Condition and the other conditions set     
forth in Annex A hereto. The Offer shall be made by means of an offer to        
purchase (the "Offer to Purchase") containing the terms set forth in this       
Agreement, the Minimum Condition and the other conditions set forth in Annex A  
hereto. The Purchaser shall not decrease the Offer Price or decrease the number 
of Shares sought, or amend any other condition of the Offer in any manner       
adverse to the holders of the Shares without the written consent of the Company;
provided, however, that if on the initial scheduled expiration date of the      
Offer, which shall be twenty business days after the date the Offer is          
commenced, all conditions to the Offer shall not have been satisfied or waived, 
the Purchaser may, from time to time, in its sole discretion, extend the        
expiration date for one or more periods totaling not more than thirty business  
days. Notwithstanding the foregoing, the Purchaser may extend the initial       
expiration date or any extension thereof, as the Purchaser reasonably deems     
necessary to comply with any legal or regulatory requirements, including but not
limited to, the termination or expiration of any applicable waiting periods     
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the 
"HSR Act"). The Purchaser shall, on the terms and subject to the prior          
satisfaction or waiver of the conditions of the Offer, accept for payment and   
pay for Shares tendered as soon as it is legally permitted to do so under       
applicable law; provided, however, that if, immediately prior to the initial    
expiration date of the Offer (as it may be extended), the Shares tendered and   
not withdrawn pursuant to the Offer equal more than seventy-five percent (75%)  
of the outstanding Shares, but less than 90% of the outstanding Shares, the     
Purchaser may extend the Offer for a period not to exceed twenty business days, 
notwithstanding that all conditions to the Offer are satisfied as of such       
expiration date of the Offer. Notwithstanding the foregoing, the Offer may not  
be extended beyond the date of termination of this Agreement pursuant to Article
VII hereof.                                                                     

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 (b) As soon as practicable on the date the Offer is commenced, Parent and
the Purchaser shall file with the United States Securities and Exchange         
Commission (the "SEC") a Tender Offer Statement on Schedule 14D-1 with respect  
to the Offer (together with all amendments and supplements thereto and including
the exhibits thereto, the "Schedule 14D-1"). The Schedule 14D-1 will include, as
exhibits, the Offer to Purchase and a form of letter of transmittal and summary 
advertisement (collectively, together with any amendments and supplements       
thereto, the "Offer Documents"). Parent represents and warrants to the Company  
that the Offer Documents will comply in all material respects with the          
provisions of applicable federal securities laws and, on the date filed with the
SEC and on the date first published, sent or given to the Company's             
shareholders, shall 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, except that no representation is made by Parent or   
the Purchaser with respect to information furnished by the Company to Parent or 
the Purchaser, in writing, expressly for inclusion in the Offer Documents. The  
Company represents and warrants to Parent and the Purchaser that the information
supplied by the Company to Parent or the Purchaser, in writing, expressly for   
inclusion in the Offer Documents and Parent represents and warrants to the      
Company that the information supplied by Parent or the Purchaser to the Company,
in writing, expressly for inclusion in the Schedule 14D-9 (as hereinafter       
defined) will 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.                                                           

   (c) Each of Parent and the Purchaser will take all steps necessary to cause
the Offer Documents to be filed with the SEC and to be disseminated to holders  
of the Shares, in each case as and to the extent required by applicable federal 
securities laws. Each of Parent and the Purchaser, on the one hand, and the     
Company, on the other hand, will promptly correct any information provided by it
for use in the Offer Documents if and to the extent that it shall have become   
false or misleading in any material respect and Parent will take all steps      
necessary to cause the Offer Documents as so corrected to be filed with the SEC 
and to be disseminated to holders of the Shares, in each case as and to the     
extent required by applicable federal securities laws. The Company and its      
counsel shall be given the opportunity to review the Schedule 14D-1 before it is
filed with the SEC. In addition, Parent and the Purchaser will provide the      
Company and its counsel, in writing, with any comments, whether written or oral,
Parent, the Purchaser or their counsel may receive from time to time from the   
SEC or its staff with respect to the Offer Documents promptly after the receipt 
of such comments.                                                               

SECTION 1.2 COMPANY ACTIONS.                                            

   (a) The Company hereby approves of and consents to the Offer and represents
and warrants that its Board of Directors, at a meeting duly called and held, has
(i) unanimously determined that each of this Agreement, the Offer and the Merger
(as defined in Section 1.4 hereof) are fair to and in the best interests of the 
shareholders of the Company, (ii) approved this Agreement and the transactions  
contemplated hereby, including the Offer and the Merger (collectively, the      
"Transactions"), and such approval constitutes approval of the Offer, this      
Agreement and the Transactions, including the Merger, for purposes of Chapter   
110F of the Massachusetts General Laws (the "MBCA"), such that, if applicable to
the Company the provisions of the MBCA will not apply to the Transactions, and  
(iii) resolved to recommend that the shareholders of the Company accept the     
Offer, tender their Shares thereunder to the Purchaser and approve and adopt    
this Agreement and the Merger; provided, that such recommendation may be        
withdrawn, modified or amended if, in the opinion of the Board of Directors,    
only after receipt of advice from outside legal counsel, failure to withdraw,   
modify or amend such recommendation would result in the Board of Directors      
violating its fiduciary duties to the Company's shareholders under applicable   
law. The Company represents and warrants that the actions set forth in this     
Section 1.2(a) and all other actions it has taken in connection herewith are    
sufficient to render the relevant provisions of the MBCA and Chapter 110D of the
Massachusetts General Laws inapplicable to the Offer and the Merger.            

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  (b) As soon as practicable on the date the Offer is commenced, the Company
shall file with the SEC a Solicitation/Recommendation Statement on Schedule     
14D-9 (together with all amendments and supplements thereto and including the   
exhibits thereto, the "Schedule 14D-9") which shall, subject to the provisions  
of Section 5.4(b) hereof, contain the recommendation referred to in clause (iii)
of Section 1.2(a) hereof. The Company represents and warrants to Parent and the 
Purchaser that the Schedule 14D-9 will comply in all material respects with the 
provisions of applicable federal securities laws and, on the date filed with the
SEC and on the date first published, sent or given to the Company's             
shareholders, shall 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, except that no representation is made by the Company 
with respect to information furnished by Parent or the Purchaser, in writing,   
expressly for inclusion in the Schedule 14D-9. The Company further agrees to    
take all steps necessary to cause the Schedule 14D-9 to be filed with the SEC   
and to be disseminated to holders of the Shares, in each case as and to the     
extent required by applicable federal securities laws. Each of the Company, on  
the one hand, and Parent and the Purchaser, on the other hand, agrees promptly  
to correct any information provided by it for use in the Schedule 14D-9 if and  
to the extent that it shall have become false and misleading in any material    
respect and the Company further agrees to take all steps necessary to cause the 
Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated  
to holders of the Shares, in each case as and to the extent required by         
applicable federal securities laws. Parent and its counsel shall be given the   
opportunity to review the Schedule 14D-9 before it is filed with the SEC. In    
addition, the Company agrees to provide Parent, the Purchaser and their counsel,
in writing, with any comments, whether written or oral, that the Company or its 
counsel may receive from time to time from the SEC or its staff with respect to 
the Schedule 14D-9 promptly after the receipt of such comments or other         
communications.                                                                 

    (c) In connection with the Offer, the Company will promptly furnish or cause
to be furnished to the Purchaser mailing labels, security position listings and 
any available listing, or computer file containing the names and addresses of   
all record holders of the Shares as of a recent date, and shall furnish the     
Purchaser with such additional information (including, but not limited to,      
updated lists of holders of the Shares and their addresses, mailing labels and  
lists of security positions) and assistance as the Purchaser or its agents may  
reasonably request in communicating the Offer to the record and beneficial      
holders of the Shares. Except for such steps as are necessary to disseminate the
Offer Documents, Parent and the Purchaser shall hold in confidence the          
information contained in any of such labels and lists and the additional        
information referred to in the preceding sentence, will use such information    
only in connection with the Offer, and, if this Agreement is terminated, will   
upon request of the Company deliver or cause to be delivered to the Company all 
copies of such information then in its possession or the possession of its      
agents or representatives.                                                      

SECTION 1.3 DIRECTORS.                                                  

 (a) Promptly upon the purchase of and payment for Shares by the Purchaser
which represent at least a majority of the outstanding Shares, Parent shall be  
entitled to designate such number of directors, rounded up to the next whole    
number, on the Board of Directors of the Company as is equal to the product of  
the total number of directors on such Board (giving effect to the directors     
designated by Parent pursuant to this sentence) multiplied by the percentage    
that the number of Shares so accepted for payment bears to the total number of  
Shares then outstanding. In furtherance thereof, the Company shall, upon the    
request of Parent, use its best reasonable efforts promptly either to increase  
the size of its Board of Directors, including amending the Bylaws of the Company
if necessary to so increase the size of the Company's Board of Directors, or    
secure the resignations of such number of its incumbent directors, or both, as  
is necessary to enable Parent's designees to be so elected to the Company's     
Board of Directors, and shall take all actions available to the Company to cause
Parent's designees to be so elected. At such time, the Company shall, if        
requested by Parent, also cause persons designated by Parent to constitute at   
least the same percentage (rounded up to the next whole number) as is on the    
Company's Board of                                                              

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Directors of (i) each committee of the Company's Board of Directors, (ii) each  
board of directors (or similar body) of each Subsidiary (as defined in Section  
3.1 hereof) of the Company and (iii) each committee (or similar body) of each   
such board.                                                                     

    (b) The Company shall promptly take all actions required pursuant to Section
14(f) of the Exchange Act and Rule 14f-l promulgated thereunder in order to     
fulfill its obligations under Section 1.3(a) hereof, including mailing to       
shareholders the information required by such Section 14(f) and Rule 14f-1 as is
necessary to enable Parent's designees to be elected to the Company's Board of  
Directors. Parent or the Purchaser shall supply the Company and be solely       
responsible for any information with respect to either of them and their        
nominees, officers, directors and affiliates required by such Section 14(f) and 
Rule 14f-1. The provisions of this Section 1.3(b) are in addition to and shall  
not limit any rights which the Purchaser, Parent or any of their affiliates may 
have as a holder or beneficial owner of Shares as a matter of law with respect  
to the election of directors or otherwise.                                      

(c) Following the election or appointment of the Purchaser's designees  
pursuant to this Section and prior to the earlier to occur of (i) the Effective 
Time or (ii) November 21, 1997, any amendment or termination of this Agreement, 
grant by the Company of any extension for the performance or waiver of the      
obligations or other acts of the Purchaser or Parent, waiver of the Company's   
rights hereunder, or action with respect to the Company's employee benefit plans
or option agreements, shall require the concurrence of a majority of the        
Company's directors then in office who are directors on the date hereof, or are 
directors (other than directors designated by the Purchaser in accordance with  
this Section) designated by such directors to fill any vacancy ("Current        
Directors"). In addition, following the election or appointment of the          
Purchaser's designees pursuant to this Section and prior to the earlier to occur
of (i) the Effective Time or (ii) November 21, 1997, none of Parent, the        
Purchaser or such designee shall cause the Company to take any action or fail to
take any action that would cause or result in any obligation of the Company     
hereunder or any condition herein not being satisfied without the concurrence of
a majority of the Company's directors then in office who are Current Directors. 
Prior to the earlier to occur of (i) the Effective Time or (ii) November 21,    
1997, neither the Purchaser nor its designees shall remove any Current Director,
except for cause, and the Purchaser agrees to cause its designees to vote for   
the election of any designee of the Current Directors to fill a vacancy created 
by any Current Director ceasing to be a director.                               

SECTION 1.4 THE MERGER.  Upon the terms and subject to the conditions of
this Agreement, at the Effective Time, the Company and the Purchaser shall      
consummate a merger (the "Merger") as set forth below.                          

   (a) At the election of Parent, pursuant to the Merger (i) the Company shall
be merged with and into the Purchaser and the separate corporate existence of   
the Company shall thereupon cease, (ii) the Purchaser shall be the successor or 
surviving corporation in the Merger (sometimes hereinafter referred to as the   
"Purchaser Surviving Corporation" or the "Surviving Corporation") and shall     
continue to be governed by the laws of the State of Delaware, and (iii) all the 
rights, privileges, immunities, powers and franchises of the Company shall vest 
in the Purchaser Surviving Corporation and, except as otherwise provided for in 
this Agreement, all obligations, duties, debts and liabilities of the Company   
shall be the obligations, duties, debts and liabilities of the Purchaser        
Surviving Corporation; or                                                       

(b) At the election of Parent, pursuant to the Merger (i) the Purchaser 
shall be merged with and into the Company and the separate corporate existence  
of the Purchaser shall cease, (ii) the Company shall be the successor or        
surviving corporation in the Merger (sometimes hereinafter referred to as the   
"Company Surviving Corporation" or the "Surviving Corporation") and shall       
continue to be governed by the laws of the Commonwealth of Massachusetts, and   
(iii) the separate corporate existence of the Company with all its rights,      
privileges, immunities, powers and franchises shall continue unaffected by the  
Merger, except as set forth in this Section 1.4(b).                             

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   (c) The Articles of Incorporation of the Surviving Corporation shall be the
Articles of Incorporation of the Surviving Corporation immediately prior to the 
Effective Time, until thereafter amended as provided therein and under the      
Delaware or Massachusetts corporation law, as applicable. The Bylaws of the     
Surviving Corporation shall be the Bylaws of the Purchaser, as in effect        
immediately prior to the Effective Time, until thereafter amended as provided   
therein and under the Delaware or Massachusetts corporation law, as applicable. 

SECTION 1.5 EFFECTIVE TIME.  Parent, the Purchaser and the Company will 
cause a Certificate of Merger to be executed and filed on the Closing Date (as  
defined in Section 1.6 hereof) (or on such other date as Parent and the Company 
may agree) with the Secretary of State of Delaware and the Secretary of the     
Commonwealth of Massachusetts as provided by applicable law. The Merger shall   
become effective on the date on which the Certificate of Merger is duly filed   
with the Secretary of State of the state of incorporation of the Surviving      
Corporation or such time as is agreed upon by the parties and specified in the  
Certificate of Merger, and such time is hereinafter referred to as the          
"Effective Time."                                                               

  SECTION 1.6 CLOSING.  The closing of the Merger (the "Closing") shall take
place at 10:00 a.m. on the second business day after satisfaction or waiver of  
all of the conditions set forth in Article VI hereof, or such other date as may 
be agreed to by the parties in writing (the "Closing Date"), at the offices of  
the Company at 1 Forbes Road, Newmarket Industrial Park, Newmarket, New         
Hampshire 03857 unless another place is agreed to in writing by the parties     
hereto.                                                                         

SECTION 1.7 DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION.  The   
directors and officers of the Purchaser at the Effective Time shall, from and   
after the Effective Time, be the directors and officers, respectively, of the   
Surviving Corporation until their successors shall have been duly elected or    
appointed or qualified or until their earlier death, resignation or removal in  
accordance with the Articles of Incorporation and the Bylaws of the Surviving   
Corporation.                                                                    

SECTION 1.8 SHAREHOLDERS' MEETING.                                      

(a) If required by applicable law in order to consummate the Merger, the
Company, acting through its Board of Directors, shall, in accordance with       
applicable law and subject to the fiduciary duties of the Board of Directors:   

        (i) duly call, give notice of, convene and hold a special meeting of its
 shareholders (the "Special Meeting") as promptly as practicable following
   the acceptance for payment and purchase of Shares by the Purchaser pursuant
to the Offer for the purpose of considering and taking action upon the  
approval of the Merger and the adoption of this Agreement;              

     (ii) prepare and file with the SEC a preliminary proxy or information
    statement relating to the Merger and this Agreement and use its best efforts
    (x) to obtain and furnish the information required to be included by the SEC
    in the Proxy Statement (as hereinafter defined) and, after consultation with
   Parent, to respond promptly to any comments made by the SEC with respect to
   the preliminary proxy or information statement and cause a definitive proxy
    or information statement, including any amendment or supplement thereto (the
"Proxy Statement") to be mailed to its shareholders, provided that no   
  amendment or supplement to the Proxy Statement will be made by the Company
without consultation with Parent and its counsel and (y) to obtain the  
 necessary approvals of the Merger and this Agreement by its shareholders;
and                                                                     

       (iii) include in the Proxy Statement the recommendation of the Board of
   Directors that shareholders of the Company vote in favor of the approval of
the Merger and the adoption of this Agreement.                          

    (b) Parent shall vote, or cause to be voted, all of the Shares then owned by
it, the Purchaser or any of its other Subsidiaries and affiliates in favor of   
the approval of the Merger and the approval and adoption of this Agreement.     

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    SECTION 1.9 MERGER WITHOUT MEETING OF SHAREHOLDERS.  Notwithstanding Section
1.8 hereof, in the event that Parent, the Purchaser and any other Subsidiaries  
of Parent shall acquire in the aggregate at least 90% of the outstanding Shares 
of the Company, pursuant to the Offer or otherwise, the parties hereto shall, at
the request of Parent and subject to Article VI hereof, take all necessary and  
appropriate action to cause the Merger to become effective as soon as           
practicable after such acquisition, without a meeting of shareholders of the    
Company, in accordance with Section 82 of the Massachusetts Business Corporation
Law ("MBCL").                                                                   

ARTICLE II
CONVERSION OF SECURITIES

    SECTION 2.1 CONVERSION OF CAPITAL STOCK. As of the Effective Time, by virtue
of the Merger and without any action on the part of the holders of any Shares or
holders of common stock, par value $.01 per share, of the Purchaser (the        
"Purchaser Common Stock"):                                                      

(a) THE PURCHASER COMMON STOCK. Each issued and outstanding share of the
Purchaser Common Stock shall be converted into and become one fully paid and    
nonassessable share of common stock of the Company Surviving Corporation or     
shall remain outstanding and constitute one fully paid and non-assessable share 
of the Purchaser Surviving Corporation, as the case may be, and shall constitute
the only outstanding shares of capital stock of the Surviving Corporation.      

  (b) CANCELLATION OF TREASURY STOCK AND PARENT OWNED STOCK. All Shares that
are owned by the Company as treasury stock and any Shares owned by Parent, the  
Purchaser or any other wholly owned Subsidiary of Parent shall be canceled and  
retired and shall cease to exist and no consideration shall be delivered in     
exchange therefor.                                                              

    (c) EXCHANGE OF SHARES. Each issued and outstanding Share (other than Shares
to be canceled in accordance with Section 2.1(b) above and any Shares which are 
held by shareholders exercising appraisal rights pursuant to Sections 85-98 of  
the MBCL ("Dissenting Shareholders")) shall be converted into the right to      
receive the Offer Price, payable to the holder thereof, without interest (the   
"Merger Consideration"), upon surrender of the certificate formerly representing
such Share in the manner provided in Section 2.2 hereof. All such Shares, when  
so converted, 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 shall cease to have any rights with respect        
thereto, except the right to receive the Merger Consideration therefor upon the 
surrender of such certificate in accordance with Section 2.2 hereof, without    
interest, or the right, if any, to receive payment from the Surviving           
Corporation of the "fair value" of such Shares as determined in accordance with 
the MBCL.                                                                       

SECTION 2.2 EXCHANGE OF CERTIFICATES.                                   

   (a) PAYING AGENT. Parent shall designate a bank or trust company reasonably
acceptable to the Company to act as agent for the holders of the Shares in      
connection with the Merger (the "Paying Agent") to receive in trust the funds to
which holders of the Shares shall become entitled pursuant to Section 2.1(c)    
above. Such funds shall be invested by the Paying Agent as directed by Parent or
the Surviving Corporation.                                                      

(b) EXCHANGE PROCEDURES. As soon as reasonably practicable after the    
Effective Time, the Paying Agent shall mail to each holder of record of a       
certificate or certificates, which immediately prior to the Effective Time      
represented outstanding Shares (the "Certificates"), whose Shares were converted
pursuant to Section 2.1 hereof into the right to receive the Merger             
Consideration (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 and the Company may reasonably    
specify) and (ii) instructions for use in effecting the                         

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surrender of the Certificates in exchange for payment of the Merger             
Consideration. Upon surrender of a Certificate for cancellation to the Paying   
Agent or to such other agent or agents as may be appointed by Parent, together  
with such letter of transmittal, duly executed, the holder of such Certificate  
shall be entitled to receive in exchange therefor the Merger Consideration for  
each Share formerly represented by such Certificate and the Certificate so      
surrendered shall forthwith be canceled. If payment of the Merger Consideration 
is to be made to a person other than the person in whose name the surrendered   
Certificate is registered, it shall be a condition of payment that the          
Certificate so surrendered shall be properly endorsed or shall be otherwise in  
proper form for transfer and that the person requesting such payment shall have 
paid any transfer and other taxes required by reason of the payment of the      
Merger Consideration to a person other than the registered holder of the        
Certificate surrendered or shall have established to the satisfaction of the    
Surviving Corporation that such tax either has been paid or is not applicable.  
Until surrendered as contemplated by this Section 2.2, each Certificate shall be
deemed at any time after the Effective Time to represent only the right to      
receive the Merger Consideration in cash as contemplated by this Section 2.2.   

(c) TRANSFER BOOKS; NO FURTHER OWNERSHIP RIGHTS IN THE SHARES. At the   
Effective Time, the stock transfer books of the Company shall be closed and     
thereafter there shall be no further registration of transfers of the Shares on 
the records of the Company. From and after the Effective Time, the holders of   
Certificates evidencing ownership of the Shares outstanding immediately prior to
the Effective Time shall cease to have any rights with respect to such Shares,  
except as otherwise provided for herein or by applicable law. If, after the     
Effective Time, Certificates are presented to the Surviving Corporation for any 
reason, they shall be canceled and exchanged as provided in this Article II.    

(d) TERMINATION OF FUND; NO LIABILITY. At any time following six months 
after the Effective Time, the Surviving Corporation shall be entitled to require
the Paying Agent to deliver to it any funds (including any interest received    
with respect thereto) which had been made available to the Paying Agent and     
which had not been disbursed to holders of Certificates, and thereafter such    
holders shall be entitled to look to the Surviving Corporation (subject to      
abandoned property, escheat or other similar laws) only as general creditors    
thereof with respect to the Merger Consideration payable upon due surrender of  
their Certificates, without any interest thereon. Notwithstanding the foregoing,
neither the Surviving Corporation nor the Paying Agent shall be liable to any   
holder of a Certificate for Merger Consideration delivered to a public official 
pursuant to any applicable abandoned property, escheat or similar law.          

   SECTION 2.3 DISSENTERS' RIGHTS.  If any Dissenting Shareholder shall demand
to be paid the fair value of such holder's Shares, as provided in Sections 85-98
of the MBCL, the Company shall give Parent notice thereof and Parent shall have 
the right to participate in all negotiations and proceedings with respect to any
such demands to the extent permitted by the MBCL. Neither the Company nor the   
Surviving Corporation shall, except with the prior written consent of Parent,   
voluntarily make any payment with respect to, or settle or offer to settle, any 
such demand for payment. If any Dissenting Shareholder shall fail to perfect or 
shall have effectively withdrawn or lost the right to dissent, the Shares held  
by such Dissenting Shareholder shall thereupon be treated as though such Shares 
had been converted into the Merger Consideration pursuant to Section 2.1 hereof.

SECTION 2.4 OPTIONS.  At the Effective Time, each holder of a then      
outstanding option (collectively, the "Options") to purchase Shares granted by  
the Company, whether or not then exercisable, shall in settlement thereof,      
receive for each Share subject to such Option an amount (subject to any         
applicable withholding tax) in cash equal to the difference between the Offer   
Price and the per Share exercise price of such Option to the extent such        
difference is a positive number. Prior to the Effective Time, the Company shall 
use all commercially reasonable efforts to obtain all necessary consents or     
releases from holders of Options, to the extent required by the terms of the    
plans or agreements governing such Options, as the case may be, or pursuant to  
the terms of any Option granted thereunder, and take all such other lawful      
action as may be necessary to give effect to the transactions contemplated by   
this Section 2.4 (except for                                                    

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such action that may require the approval of the Company's shareholders). The   
Company shall take all action necessary to ensure that (i) the Company's 1995   
Key Employees Stock Option Plan (the "Stock Option Plan") shall have been       
terminated as of the Effective Time and the provisions in any other plan,       
program or arrangement providing for the issuance or grant of any other interest
in respect of the capital stock of the Company or any Subsidiary thereof, shall 
be canceled as of the Effective Time, and (ii) following the Effective Time, (a)
no participant in any Stock Option Plan or other plans, programs or arrangements
shall have any right thereunder to acquire equity securities of the Company, the
Surviving Corporation or any Subsidiary thereof (except options to acquire      
approximately 96,000 Shares of the Company where the exercise price is higher   
than $1.90 per Share) and all such plans shall have been terminated, and (b) the
Company will not be bound by any convertible security, option, warrant, right or
agreement which would entitle any person to own any capital stock of the        
Company, the Surviving Corporation or any Subsidiary thereof.                   

ARTICLE III 
REPRESENTATIONS AND 
WARRANTIES OF THE COMPANY 

    Except as disclosed in the schedule attached to this Agreement setting forth
exceptions to the Company's representations and warranties set forth herein (the
"Company Disclosure Schedule"), the Company represents and warrants to Parent   
and the Purchaser as set forth below (any matter disclosed in any Section hereof
or in the Company Disclosure Schedule being deemed disclosed for purposes of all
Sections hereof and all Sections of the Company Disclosure Schedule). The       
Company Disclosure Schedule will be arranged in sections corresponding to       
sections of this Agreement to be modified thereby.                              

    SECTION 3.1 ORGANIZATION.  (a) Each of the Company and its Subsidiaries is a
corporation duly organized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation or organization and has all requisite  
corporate power and authority and all necessary governmental approvals to own,  
lease and operate its properties and to carry on its business as now being      
conducted, except where the failure to be so organized, existing and in good    
standing or to have such power, authority, and governmental approvals would not,
individually or in the aggregate, have a Company Material Adverse Effect (as    
defined below). As used in this Agreement, the term "Subsidiary" shall mean all 
corporations or other entities in which the Company or the Parent, as the case  
may be, owns a majority of the issued and outstanding capital stock or similar  
interests. As used in this Agreement, "Company Material Adverse Effect" with    
reference to any events, changes or effects, shall mean that such events,       
changes or effects are materially adverse to the Company and its Subsidiaries,  
taken as a whole.                                                               

  (b) The Company and each of its Subsidiaries is duly qualified or licensed
to do business and in good standing in each jurisdiction in which the property  
owned, leased or operated by it or the nature of the business conducted by it   
makes such qualification or licensing necessary, except where the failure to be 
so duly qualified or licensed and in good standing would not individually or in 
the aggregate have a Company Material Adverse Effect. The Company does not own  
any equity interest in any corporation or other entity other than its           
Subsidiaries.                                                                   

    SECTION 3.2 CAPITALIZATION.  (a) The authorized capital stock of the Company
consists of 20,000,000 shares of Common Stock, par value $.01 per share. As of  
the date hereof, (i) 9,856,572 Shares are issued and outstanding, (ii) none of  
the Shares are issued and held in the treasury of the Company and (iii) 543,400 
Shares are reserved for issuance upon the exercise of outstanding Options.      
Section 3.2(a) of the Company Disclosure Schedule discloses the number of shares
subject to each outstanding Option and the exercise price thereof. All the      
outstanding shares of the Company's capital stock are, and all Shares which may 
be issued pursuant to the exercise of outstanding Options will be, when issued  
in accordance with the respective terms thereof, duly authorized, validly       
issued, fully paid and non-assessable. There are no bonds, debentures, notes or 
other indebtedness having general voting rights (or convertible into            

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securities having such rights) ("Voting Debt") of the Company or any of its     
Subsidiaries issued and outstanding. Except as set forth above and except for   
the transactions contemplated by this Agreement, as of the date hereof, (i)     
there are no shares of capital stock of the Company authorized, issued or       
outstanding, (ii) there are no existing options, warrants, calls, preemptive    
rights, subscriptions or other rights, agreements, arrangements or commitments  
of any character, relating to the issued or unissued capital stock of the       
Company or any of its Subsidiaries, obligating the Company or any of its        
Subsidiaries to issue, transfer or sell or cause to be issued, transferred or   
sold any shares of capital stock or Voting Debt of, or other equity interest in,
the Company or any of its Subsidiaries or securities convertible into or        
exchangeable for such shares or equity interests, or obligating the Company or  
any of its Subsidiaries to grant, extend or enter into any such option, warrant,
call, subscription or other right, agreement, arrangement or commitment and     
(iii) there are no outstanding contractual obligations of the Company or any of 
its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or the  
capital stock of the Company or of any Subsidiary or affiliate of the Company or
to provide funds to make any investment (in the form of a loan, capital         
contribution or otherwise) in any Subsidiary or any other entity.               

(b) All of the outstanding shares of capital stock of each of its       
Subsidiaries are owned beneficially and of record by the Company or one of its  
Subsidiaries, directly or indirectly, and all such shares have been validly     
issued and are fully paid and nonassessable and are owned by either the Company 
or one of its Subsidiaries free and clear of all liens, charges, claims or      
encumbrances ("Encumbrances").                                                  

(c) There are no voting trusts or other agreements or understandings to 
which the Company or any of its Subsidiaries is a party with respect to the     
voting of the capital stock of the Company or any of the Subsidiaries.          

SECTION 3.3 AUTHORIZATION; VALIDITY OF AGREEMENT; COMPANY ACTION.  The  
Company has full corporate power and authority to execute and deliver this      
Agreement and to consummate the Transactions. The execution, delivery and       
performance by the Company of this Agreement, and the consummation by it of the 
Transactions, have been unanimously approved and duly authorized by its Board of
Directors and no other corporate action on the part of the Company is necessary 
to authorize (i) the execution and delivery by the Company of this Agreement and
(ii) the consummation by it of the Transactions, except that consummation of the
Merger may require approval of the Company's shareholders as contemplated by    
Section 1.8 hereof. This Agreement has been duly executed and delivered by the  
Company and, assuming due and valid authorization, execution and delivery hereof
by Parent and the Purchaser, is a valid and binding obligation of the Company   
enforceable against the Company in accordance with its terms, except as such    
enforceability may be limited by applicable bankruptcy, insolvency, moratorium, 
reorganization, or other laws affecting creditors' rights generally or by the   
availability of equitable remedies generally.                                   

   SECTION 3.4 CONSENTS AND APPROVALS; NO VIOLATIONS.  Except for the filings,
permits, authorizations, consents and approvals as may be required under, and   
other applicable requirements of, the Exchange Act and the HSR Act, none of the 
execution, delivery or performance of this Agreement by the Company, the        
consummation of the Transactions or compliance by the Company with any of the   
provisions hereof will (i) conflict with or result in any breach of any         
provision of the Articles of Incorporation, the Bylaws or similar organizational
documents of the Company or any of its Subsidiaries, (ii) require any filing    
with, or permit, authorization, consent or approval of, any court, arbitral     
tribunal, administrative agency or commission or other governmental or          
regulatory authority or agency (a "Governmental Entity"), (iii) result in a     
violation or breach of, or constitute (with or without due notice or lapse of   
time or both) a default (or give rise to any right of termination, amendment,   
cancellation or acceleration) under, any of the terms, conditions or provisions 
of any note, bond, mortgage, indenture, lease, license, contract, agreement or  
other instrument or obligation to which the Company or any of its Subsidiaries  
is a party or by which any of them or any of their properties or assets may be  
bound (the "Company Agreements") or (iv) violate any order, writ, injunction,   
decree, statute, rule or regulation applicable to the Company, any of its       
Subsidiaries or any of their properties or assets, excluding from the foregoing 
clauses (ii), (iii) and (iv) such violations,                                   

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breaches or defaults which would not, individually or in the aggregate, have a  
Company Material Adverse Effect or have a material adverse effect on the ability
of the Company to consummate the Transactions. Section 3.4 of the Company       
Disclosure Schedule sets forth a list of all third party consents and approvals 
required to be obtained in connection with this Agreement under the Company     
Agreements prior to the consummation of the Transactions.                       

SECTION 3.5 SEC REPORTS AND FINANCIAL STATEMENTS.  The Company has filed
with the SEC, and has heretofore made available to Parent, true and complete    
copies of all forms, reports, schedules, statements and other documents required
to be filed by it since January 1, 1994 under the Exchange Act or the Securities
Act of 1933, as amended (the "Securities Act") (as such documents have been     
amended since the time of their filing, collectively, the "Company SEC          
Documents"). As of their respective dates, the Company SEC Documents, including,
without limitation, any financial statements or schedules included therein (a)  
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 and (b) complied in all material respects with the applicable    
requirements of the Exchange Act and the Securities Act, as the case may be, and
the applicable rules and regulations of the SEC thereunder. None of the         
Company's Subsidiaries is required to file any forms, reports or other documents
with the SEC. The financial statements of the Company included in the Company   
SEC Documents (the "Financial Statements") have been prepared from, and are in  
accordance with, the books and records of the Company and its consolidated      
Subsidiaries, comply in all material respects with applicable accounting        
requirements and with the published rules and regulations of the SEC with       
respect thereto, have been prepared in accordance with United States generally  
accepted accounting principles ("GAAP") 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 and the consolidated results of     
operations and cash flows (and changes in financial position, if any) of the    
Company and its consolidated Subsidiaries as of the times and for the periods   
referred to therein.                                                            

   SECTION 3.6 ABSENCE OF CERTAIN CHANGES.  Except as disclosed in Section 3.6
of the Company Disclosure Schedule or in the Company SEC Documents filed prior  
to the date hereof, since December 31, 1996, the Company and its Subsidiaries   
have conducted their respective businesses only in the ordinary and usual course
consistent with past practices and (i) there have not occurred any events or    
changes (including the incurrence of any liabilities of any nature, whether or  
not accrued, contingent or otherwise) having, individually or in the aggregate, 
a Company Material Adverse Effect and (ii) the Company has not taken any action 
since December 31, 1996 which is prohibited under Section 5.1 hereof.           

SECTION 3.7 NO UNDISCLOSED LIABILITIES.  Except (a) as disclosed in the 
Financial Statements and (b) for liabilities and obligations (i) incurred in the
ordinary course of business and consistent with past practice since December 31,
1996, (ii) pursuant to the terms of this Agreement, (iii) as disclosed in       
Section 3.7 of the Company Disclosure Schedule, or (iv) as disclosed in Section 
3.8 of the Company Disclosure Schedule, neither the Company nor any of its      
Subsidiaries has any material liabilities or material obligations of any nature,
whether or not accrued, contingent or otherwise.                                

  SECTION 3.8 LITIGATION.  Except as disclosed in Section 3.8 of the Company
Disclosure Schedule, as of the date hereof, there are no suits, claims, actions,
proceedings, including, without limitation, arbitration proceedings or          
alternative dispute resolution proceedings, or investigations pending or, to the
knowledge of the Company, threatened against the Company or any of its          
Subsidiaries before any Governmental Entity that, either individually or in the 
aggregate, would be reasonably likely to have a Company Material Adverse Effect.

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SECTION 3.9 EMPLOYEE BENEFIT PLANS.                                     

 (a) Section 3.9(a) of the Company Disclosure Schedule contains a true and
complete list of each deferred compensation and each incentive compensation,    
stock purchase, stock option and other equity compensation plan, program,       
agreement or arrangement; each severance or termination pay, medical, surgical, 
hospitalization, life insurance and other "welfare" plan, fund or program       
(within the meaning of section 3(1) of the Employee Retirement Income Security  
Act of 1974, as amended ("ERISA")); each profit-sharing, stock bonus or other   
"pension" plan, fund or program (within the meaning of section 3(2) of ERISA);  
each employment, termination or severance agreement; and each other employee    
benefit plan, fund, program, agreement or arrangement, in each case, that is    
sponsored, maintained or contributed to or required to be contributed to by the 
Company or by any trade or business, whether or not incorporated (an "ERISA     
Affiliate"), that together with the Company would be deemed a "single employer" 
within the meaning of section 4001(b) of ERISA, or to which the Company or an   
ERISA Affiliate is party, whether written or oral, for the benefit of any       
employee or former employee of the Company or any Subsidiary (the "Plans"). Each
of the Plans that is subject to section 302 or Title IV of ERISA or section 412 
of the Internal Revenue Code of 1986, as amended (the "Code") is hereinafter    
referred to in this Section 3.9 as a "Title IV Plan." Neither the Company, any  
Subsidiary nor any ERISA Affiliate has any commitment or formal plan, whether   
legally binding or not, to create any additional employee benefit plan or modify
or change any existing Plan that would affect any employee or former employee of
the Company or any Subsidiary.                                                  

    (b) No liability under Title IV or section 302 of ERISA has been incurred by
the Company or any ERISA Affiliate that has not been satisfied in full, and no  
condition exists that presents a material risk to the Company or any ERISA      
Affiliate of incurring any such liability, other than liability for premiums due
the Pension Benefit Guaranty Corporation ("PBGC") (which premiums have been paid
when due).                                                                      

(c) [Reserved.]                                                         

(d) With respect to each Title IV Plan, the present value of accrued    
benefits under such Plan, based upon the actuarial assumptions used for funding 
purposes in the most recent actuarial report prepared by such Plan's actuary    
with respect to such Plan did not exceed, as of its latest valuation date, the  
then current value of the assets of such Plan allocable to such accrued         
benefits.                                                                       

(e) No Title IV Plan is a "multiemployer pension plan," as defined in   
section 3(37) of ERISA, nor is any Title IV Plan a plan described in section    
4063(a) of ERISA. Neither the Company nor any ERISA Affiliate has made or       
suffered a "complete withdrawal" or a "partial withdrawal," as such terms are   
respectively defined in sections 4203 and 4205 of ERISA (or any liability       
resulting therefrom has been satisfied in full).                                

(f) Each Plan has been operated and administered in accordance with its 
terms and applicable law, including but not limited to ERISA and the Code.      

(g) Each Plan intended to be "qualified" within the meaning of section  
401(a) of the Code has received a favorable determination letter from the       
Internal Revenue Service with respect to the qualified status of such Plan under
the Code, including all amendments to the Code effected by the Tax Reform Act of
1986 and subsequent legislation, and nothing has occurred since the issuance of 
such letter which could reasonably be expected to cause the loss of the         
tax-qualified status of such Plan and the related trust maintained thereunder.  
Each Plan intended to satisfy the requirements of Section 501(c)(9) has         
satisfied such requirements.                                                    

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 (h) No Plan provides medical, surgical, hospitalization, death or similar
benefits (whether or not insured) for employees or former employees of the      
Company or any Subsidiary for periods extending beyond their retirement or other
termination of service, other than (i) coverage mandated by applicable law, (ii)
death benefits under any "pension plan," or (iii) benefits the full cost of     
which is borne by the current or former employee (or his or her beneficiary).   

    (i) Except as disclosed in Section 3.9(i) of the Company Disclosure Schedule
or as set forth in Section 5.10 of this Agreement, the consummation of the      
transactions contemplated by this Agreement will not, either alone or in        
combination with another event, except as expressly provided in Section 2.4 of  
this Agreement, (a) entitle any current or former employee or officer of the    
Company or any ERISA Affiliate to severance pay, unemployment compensation or   
any other payment, or (b) accelerate the time of payment or vesting, or increase
the amount of compensation due any such employee or officer.                    

(j) There are no pending, or to the knowledge of Company, threatened or 
anticipated claims by or on behalf of any Plan, by any employee or beneficiary  
covered under any such Plan, or otherwise involving any such Plan (other than   
routine claims for benefits) which could have a material adverse effect upon the
Plans or have a Company Material Adverse Effect.                                

SECTION 3.10 TAX MATTERS; GOVERNMENT BENEFITS.                          

(a) Except as disclosed in Section 3.10(a) of the Company Disclosure    
Schedule, the Company and each of its Subsidiaries have duly filed (or there has
been filed on its behalf) all Tax Returns (as hereinafter defined) that are     
required to be filed and have duly paid or caused to be duly paid in full or    
made provision in accordance with GAAP (or there has been paid or provision has 
been made on their behalf) for the payment of all Taxes (as hereinafter defined)
shown due on such Tax Returns. All such Tax Returns are correct and complete in 
all material respects and accurately reflect all liability for Taxes for the    
periods covered thereby. All Taxes owed and due by the Company and each of its  
Subsidiaries for results of operations through December 31, 1996 (whether or not
shown on any Tax Return) have been paid or have been adequately reflected on the
Company's balance sheet as of December 31, 1996 included in the Financial       
Statements (the "Balance Sheet"). Since December 31, 1996, the Company has not  
incurred liability for any Taxes other than in the ordinary course of business. 
Neither the Company nor any of its Subsidiaries has received written notice of  
any claim made by an authority in a jurisdiction where neither the Company nor  
any of its Subsidiaries file Tax Returns, that the Company is or may be subject 
to taxation by that jurisdiction.                                               

(b) Except as disclosed in Section 3.10(b) of the Company Disclosure    
Schedule, there are no liens for Taxes upon any property or assets of the       
Company or any of its Subsidiaries except for liens for Taxes not yet due.      

   (c) The federal income Tax Returns of the Company and its Subsidiaries have
been examined by the Internal Revenue Service (or the applicable statutes of    
limitation for the assessment of federal income Taxes for such periods have     
expired) for all periods through and including December 31, 1992, and, except as
disclosed in Section 3.10(c) of the Company Disclosure Schedule, no deficiencies
were asserted as a result of such examinations that have not been resolved or   
fully paid. Neither the Company nor any of its Subsidiaries has waived any      
statute of limitations in any jurisdiction in respect of Taxes or Tax Returns or
agreed to any extension of time with respect to a Tax assessment or deficiency. 

(d) The deductibility of compensation paid by the Company or any of its 
Subsidiaries prior to the Effective Time will not be limited by Section 162(m)  
of the Code.                                                                    

(e) No federal, state, local or foreign audits, examinations or other   
administrative proceedings have been commenced or, to the Company's knowledge,  
are threatened with regard to any Taxes or Tax Returns of the Company or of any 
of its Subsidiaries. No written notification has been received by the Company or
by any of its Subsidiaries that such an audit, examination or other proceeding  
is pending or threatened with                                                   

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respect to any Taxes due from or with respect to or attributable to the Company 
or any of its Subsidiaries or any Tax Return filed by or with respect to the    
Company or any of its Subsidiaries. To the Company's knowledge, there is no     
dispute or claim concerning any Tax liability of the Company, or any of its     
Subsidiaries either claimed or raised by any taxing authority in writing.       

(f) Except as set forth in the Company Disclosure Schedule, no power of 
attorney granted by either the Company or any of its Subsidiaries is currently  
in force.                                                                       

(g) Neither the Company nor any of its Subsidiaries is a party to any   
agreement, plan, contract or arrangement that could result, separately or in the
aggregate, in a payment of any "excess parachute payments" within the meaning of
section 280G of the Code.                                                       

(h) Neither the Company nor any of its Subsidiaries has filed a consent 
pursuant to section 341(f) of the Code (or any predecessor provision) concerning
collapsible corporations, or agreed to have section 341(f)(2) of the Code apply 
to any disposition of a "subsection (f) asset" (as such term is defined in      
section 341(f)(4) of the Code) owned by the Company or any of its Subsidiaries. 

 (i) Neither the Company nor any of its Subsidiaries is a party to any tax
sharing, tax indemnity or other agreement or arrangement with any entity not    
included in the Company's consolidated financial statements most recently filed 
by the Company with the SEC.                                                    

   (j) None of the Company or any of its Subsidiaries has been a member of any
affiliated group within the meaning of section 1504(a) of the Code, or any      
similar affiliated or consolidated group for tax purposes under state, local or 
foreign law (other than a group the common parent of which is the Company), or  
has any liability for Taxes of any person (other than the Company and its       
Subsidiaries) under Treasury Regulation Section 1.15026 (or any similar         
provision of state, local or foreign law), as a transferee or successor, by     
contract or otherwise.                                                          

   (k) As used in this Agreement, the following terms shall have the following
meanings:                                                                       

 (i) "Tax" or "Taxes" shall mean all taxes, charges, fees, duties,
   levies, penalties or other assessments imposed by any federal, state, local
 or foreign governmental authority, including, but not limited to, income,
 gross receipts, excise, property, sales, gain, use, license, custom duty,
unemployment, capital stock, transfer, franchise, payroll, withholding, 
social security, minimum estimated, and other taxes, and shall include  
interest, penalties or additions attributable thereto; and              

       (ii) "Tax Return" shall mean any return, declaration, report, claim for
   refund, or information return or statement relating to Taxes, including any
schedule or attachment thereto, and including any amendment thereof.    

SECTION 3.11 INTELLECTUAL PROPERTY.                                     

   (a) The Company and its Subsidiaries own or have adequate rights to use the
items of Intellectual Property (as defined below and specifically listed in     
Section 3.11(a) of the Company Disclosure Schedule) necessary to conduct the    
business of the Company and its Subsidiaries as presently conducted or as       
currently proposed to be conducted, free and clear of all Encumbrances (other   
than Encumbrances which, individually or in the aggregate, would not have a     
Company Material Adverse Effect).                                               

(b) The conduct of the Company's and its Subsidiaries' business and the 
Intellectual Property owned or used by the Company and its Subsidiaries, do not 
infringe any Intellectual Property rights or any other proprietary right of any 
person other than infringements which, individually or in the aggregate, would  
not have a Company Material Adverse Effect. The Company and its Subsidiaries    
have received no notice of any allegations or threats that the Company's and its
Subsidiaries' use of any of the Intellectual Property infringes upon or is in   
conflict with any Intellectual Property or proprietary rights of any third party
other                                                                           

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than infringements or conflicts which individually or in the aggregate would not
have a Company Material Adverse Effect.                                         

(c) As used in this Agreement, "Intellectual Property" means all of the 
following: (i) U.S. and foreign registered and unregistered trademarks, trade   
dress, service marks, logos, trade names, corporate names and all registrations 
and applications to register the same (the "Trademarks"); (ii) issued U.S. and  
foreign patents and pending patent applications, patent disclosures, and any and
all divisions, continuations, continuations-in-part, re-issues, reexaminations, 
and extension thereof, any counterparts claiming priority therefrom, utility    
models, patents of importation/confirmation, certificates of invention and like 
statutory rights (the "Patents"); (iii) U.S. and foreign registered and         
unregistered copyrights (including, but not limited to, those in computer       
software and databases), rights of publicity and all registrations and          
applications to register the same (the "Copyrights"); (iv) all categories of    
trade secrets as defined in the Uniform Trade Secrets Act including, but not    
limited to, business information; and (v) all licenses and agreements pursuant  
to which the Company has acquired rights in or to any Trademarks, Patents, or   
Copyrights, or licenses and agreements pursuant to which the Company has        
licensed or transferred the right to use any of the foregoing ("Licenses").     

 SECTION 3.12 EMPLOYMENT MATTERS.  To the knowledge of the Company, no key
employee disclosed in Section 3.12 of the Company Disclosure Schedule has any   
plans to terminate such employee's employment with the Company or any of its    
Subsidiaries as a result of the Transactions or otherwise. Neither the Company  
nor any of its Subsidiaries has experienced any strikes, collective labor       
grievances, other collective bargaining disputes or claims of unfair labor      
practices in the last five years. To the Company's knowledge, there is no       
organizational effort presently being made or threatened by or on behalf of any 
labor union with respect to employees of the Company and its Subsidiaries.      

   SECTION 3.13 COMPLIANCE WITH LAWS.  The Company and its Subsidiaries are in
compliance with, and have not violated any applicable law, rule or regulation of
any United States federal, state, local, or foreign government or agency thereof
which affects the business, properties or assets of the Company and its         
Subsidiaries, and no notice, charge, claim, action or assertion has been        
received by the Company or any of its Subsidiaries or has been filed, commenced 
or, to the Company's knowledge, threatened against the Company or any of its    
Subsidiaries alleging any such violation, except for any matter otherwise       
covered by this sentence which would not have, individually or in the aggregate,
a Company Material Adverse Effect. All licenses, permits and approvals required 
under such laws, rules and regulations are in full force and effect except where
the failure to be in full force and effect would not have a Company Material    
Adverse Effect.                                                                 

SECTION 3.14 VOTE REQUIRED.  The affirmative vote of the holders of     
two-thirds of the outstanding Shares in favor of the Merger is the only vote of 
the holders of any class or series of the Company's capital stock which may be  
necessary to approve this Agreement and the Transactions.                       

SECTION 3.15 ENVIRONMENTAL LAWS.                                        

  (a) The Company and its Subsidiaries are in compliance with all applicable
Environmental Laws (as defined below) (which compliance includes, without       
limitation, the possession by the Company and its Subsidiaries of all permits   
and other governmental authorizations required under applicable Environmental   
Laws, and compliance with the terms and conditions thereof), except where       
failure to be in compliance, either individually or in the aggregate, would not 
have a Company Material Adverse Effect.                                         

 (b) There is no Environmental Claim (as defined below) pending or, to the
Company's knowledge, threatened against the Company or any of its Subsidiaries  
or, to the Company's knowledge, against any person or entity whose liability for
any Environmental Claim the Company or any of its Subsidiaries has or may have  
retained or assumed either contractually or by operation of law which           
Environmental Claim would have, either individually or in the aggregate, a      
Company Material Adverse Effect.                                                

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(c) There are no past or present actions, activities, circumstances,    
conditions, events or incidents, including, without limitation, the release or  
presence of any Hazardous Material (as defined below), which could form the     
basis of any Environmental Claim against the Company or any of its Subsidiaries,
or to the Company's knowledge, against any person or entity whose liability for 
any Environmental Claim the Company or any of its Subsidiaries has or may have  
retained or assumed either contractually or by operation of law, which          
Environmental Claim would have, either individually or in the aggregate, a      
Company Material Adverse Effect.                                                

(d) The Company and its Subsidiaries have not, and to the Company's     
knowledge, no other person has, placed, stored, deposited, discharged, buried,  
dumped or disposed of Hazardous Materials or any other wastes produced by, or   
resulting from, any business, commercial or industrial activities, operations or
processes, on, beneath or adjacent to any property currently or formerly owned, 
operated or leased by the Company or any of its Subsidiaries, except (x) for    
inventories of such substances to be used, and wastes generated therefrom, in   
the ordinary course of business of the Company and its Subsidiaries, or (y)     
which would not, either individually or in the aggregate, have a Company        
Material Adverse Effect.                                                        

  (e) Without in any way limiting the generality of the foregoing, except as
disclosed in Section 3.15(e) of the Company Disclosure Schedule, none of the    
properties owned, operated or leased by the Company or any of its Subsidiaries  
contain any: underground storage tanks; asbestos; polychlorinated biphenyls     
("PCBs"); underground injection wells; radioactive materials; or septic tanks or
waste disposal pits in which process wastewater or any Hazardous Materials have 
been discharged or disposed the existence of which, individually or in the      
aggregate, could reasonably be expected to have a Company Material Adverse      
Effect.                                                                         

(f) The Company has made available to Parent for review copies of all   
environmental reports or studies in its possession.                             

(g) For purposes of this Agreement, (i) "Environmental Laws" means all  
federal, state, local and foreign laws and regulations relating to pollution or 
protection of human health or the environment, including, without limitation,   
laws relating to releases or threatened releases of Hazardous Materials or      
otherwise relating to the manufacture, processing, distribution, use, treatment,
storage, release, disposal, transport or handling of Hazardous Materials and all
laws and regulations with regard to record keeping, notification, disclosure and
reporting requirements respecting Hazardous Materials; (ii) "Environmental      
Claim" means any claim, action, cause of action, investigation or notice        
(written or oral) by any person or entity alleging potential liability          
(including, without limitation, potential liability for investigatory costs,    
Cleanup costs, governmental response costs, natural resources damages, property 
damages, personal injuries, or penalties) arising out of, based on or resulting 
from (a) the presence, or Release, of any Hazardous Materials at any location,  
whether or not owned, leased or operated by the Company or any of its           
Subsidiaries, or (b) circumstances forming the basis of any violation, or       
alleged violation, of any Environmental Law; (iii) "Hazardous Materials" means  
all substances defined as Hazardous Substances, Oils, Pollutants or Contaminants
in the National Oil and Hazardous Substances Pollution Contingency Plan, 40     
C.F.R. Section 300.5, or defined as such by, or regulated as such under, any    
Environmental Law.                                                              

 SECTION 3.16 INFORMATION IN PROXY STATEMENT.  The Proxy Statement, if any
(or any amendment thereof or supplement thereto), will not, at the date mailed  
to Company shareholders and at the time of the meeting of Company shareholders  
to be held in connection with the Merger, 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, except that no         
representation is made by the Company with respect to statements made therein   
based on information supplied in writing by Parent or the Purchaser for         
inclusion in the Proxy Statement. The Proxy Statement will comply in all        
material respects with the provisions of the Exchange Act and the rules and     
regulations thereunder.                                                         

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SECTION 3.17 OPINION OF FINANCIAL ADVISOR.  The Company has received the
opinion of Scott-Macon Securities, Inc., dated the date hereof, to the effect   
that, as of such date, the consideration to be received in the Offer and the    
Merger by the Company's shareholders is fair to the Company's shareholders from 
a financial point of view, a copy of which opinion has been delivered to Parent 
and the Purchaser.                                                              

  SECTION 3.18 BROKERS OR FINDERS.  The Company represents, as to itself and
its Subsidiaries and affiliates, that no agent, broker, investment banker,      
financial advisor or other firm or person is or will be entitled to any brokers'
or finder's fee or any other commission or similar fee from the Company or any  
of its Subsidiaries in connection with any of the transactions contemplated by  
this Agreement except for Scott-Macon, Ltd., whose fees are set forth in the    
engagement letter attached as Section 3.18 of the Company Disclosure Schedule.  

ARTICLE IV
REPRESENTATIONS AND WARRANTIES
OF PARENT AND THE PURCHASER 

  Parent and the Purchaser represent and warrant to the Company as set forth
below.                                                                          

  SECTION 4.1 ORGANIZATION.  Parent is a corporation duly organized, validly
existing and in good standing under the laws of Delaware and the Purchaser is a 
corporation duly organized, validly existing and in good standing under the laws
of Delaware.                                                                    

    SECTION 4.2 AUTHORIZATION; VALIDITY OF AGREEMENT; NECESSARY ACTION.  Each of
Parent and the Purchaser has full corporate power and authority to execute and  
deliver this Agreement and to consummate the Transactions. The execution,       
delivery and performance by Parent and the Purchaser of this Agreement and the  
consummation of the Transactions have been duly authorized by the Boards of     
Directors of Parent and the Purchaser and by Parent as the sole shareholder of  
the Purchaser and no other corporate action on the part of Parent and the       
Purchaser is necessary to authorize the execution and delivery by Parent and the
Purchaser of this Agreement and the consummation of the Transactions. This      
Agreement has been duly executed and delivered by Parent and the Purchaser and, 
assuming due and valid authorization, execution and delivery hereof by the      
Company, is a valid and binding obligation of each of Parent and the Purchaser  
enforceable against each of them in accordance with its terms, except as such   
enforceability may be limited by applicable bankruptcy, insolvency, moratorium, 
reorganization, or other laws affecting creditors' rights generally or by the   
availability of equitable remedies generally.                                   

   SECTION 4.3 CONSENTS AND APPROVALS; NO VIOLATIONS.  Except for the filings,
permits, authorizations, consents and approvals as may be required under, and   
other applicable requirements of, the Exchange Act and the HSR Act, none of the 
execution, delivery or performance of this Agreement by Parent or the Purchaser,
the consummation by Parent or the Purchaser of the Transactions or compliance by
Parent or the Purchaser with any of the provisions hereof will (i) conflict with
or result in any breach of any provision of the Articles of Incorporation or    
Bylaws of Parent or the Articles of Incorporation or Bylaws of the Purchaser,   
(ii) require any filing with, or permit, authorization, consent or approval of, 
any Governmental Entity, (iii) result in a violation or breach of, or constitute
(with or without due notice or lapse of time or both) a default (or give rise to
any right of termination, cancellation or acceleration) under, any of the terms,
conditions or provisions of any note, bond, mortgage, indenture, lease, license,
contract, agreement or other instrument or obligation to which Parent, or any of
its Subsidiaries or the Purchaser is a party or by which any of them or any of  
their respective properties or assets may be bound, or (iv) violate any order,  
writ, injunction, decree, statute, rule or regulation applicable to Parent, any 
of its Subsidiaries or any of their properties or assets, excluding from the    
foregoing clauses (ii), (iii) and (iv) such violations, breaches or defaults    
which would not, individually or in the aggregate, have a material adverse      
effect on the ability of Parent and the Purchaser to consummate the             
Transactions.                                                                   

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SECTION 4.4 INFORMATION IN PROXY STATEMENT.  None of the information    
supplied by Parent or the Purchaser in writing specifically for inclusion or    
incorporation by reference in the Proxy Statement, if any, will, at the date    
mailed to shareholders and at the time of the meeting of shareholders to be held
in connection with the Merger, 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.                                                  

SECTION 4.5 FINANCING.  Parent has the funds sufficient to finance the  
transactions contemplated herein.                                               

ARTICLE V 
COVENANTS 

 SECTION 5.1 INTERIM OPERATIONS OF THE COMPANY.  The Company covenants and
agrees that, except (i) as expressly contemplated by this Agreement or (ii) as  
agreed in writing by Parent, after the date hereof, and prior to the time the   
designees of Parent have been elected to, and shall constitute a majority of,   
the Board of Directors of the Company pursuant to Section 1.3 hereof (the       
"Appointment Date"):                                                            

    (a) the business of the Company and its Subsidiaries shall be conducted only
in the ordinary and usual course (other than actions necessary to consummate the
transactions described herein) and, to the extent consistent therewith, each of 
the Company and its Subsidiaries shall use its best efforts to preserve its     
business organization intact and maintain its existing relations with customers,
suppliers, employees, creditors and business partners subject, however, to any  
changes to such relationships necessitated or caused by the announcement of the 
proposed transaction contemplated hereby;                                       

  (b) the Company will not, directly or indirectly, (i) except upon exercise
of Options or other rights to purchase shares of Common Stock outstanding on the
date hereof, issue, sell, transfer or pledge or agree to sell, transfer or      
pledge any treasury stock of the Company or any capital stock of any of its     
Subsidiaries beneficially owned by it, (ii) amend its Articles of Incorporation 
or Bylaws or similar organizational documents; or (iii) split, combine or       
reclassify the outstanding Shares or any outstanding capital stock of any of the
Subsidiaries of the Company;                                                    

   (c) neither the Company nor any of its Subsidiaries shall: (i) declare, set
aside or pay any dividend or other distribution payable in cash, stock or       
property with respect to its capital stock; (ii) issue, sell, pledge, dispose of
or encumber any additional shares of, or securities convertible into or         
exchangeable for, or options, warrants, calls, commitments or rights of any kind
to acquire, any shares of capital stock of any class of the Company or its      
Subsidiaries, other than Shares reserved for issuance on the date hereof        
pursuant to the exercise of Options outstanding on the date hereof; (iii)       
transfer, lease, license, sell or dispose of any assets, or incur any           
indebtedness or other liability other than in the ordinary course of business,  
or mortgage, pledge or encumber any assets or modify any indebtedness; or (iv)  
redeem, purchase or otherwise acquire, directly or indirectly, any of its       
capital stock;                                                                  

(d) neither the Company nor any of its Subsidiaries shall: (i) grant any
increase in the compensation payable or to become payable by the Company or any 
of its Subsidiaries to any of its executive officers or (ii)(A) adopt any new,  
or (B) amend or otherwise increase, or accelerate the payment or vesting of the 
amounts payable or to become payable under any existing bonus, incentive        
compensation, deferred compensation, severance, profit sharing, stock option,   
stock purchase, insurance, pension, retirement or other employee benefit plan,  
agreement or arrangement; or (iii) enter into any employment or severance       
agreement with or, except in accordance with the existing written policies of   
the Company, grant any severance or termination pay to any officer, director or 
employee of the Company or any of its Subsidiaries;                             

(e) neither the Company nor any of its Subsidiaries shall permit any    
insurance policy naming it as a beneficiary or a loss payable payee to be       
canceled or terminated without notice to Parent;                                

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(f) neither the Company nor any of its Subsidiaries shall enter into any
contract or transaction relating to the purchase of assets other than in the    
ordinary course of business;                                                    

   (g) neither the Company nor any of its Subsidiaries shall change any of the
accounting methods used by it unless required by GAAP, neither the Company nor  
any of its Subsidiaries shall make any material Tax election, change any        
material Tax election already made, adopt any material Tax accounting method,   
change any material Tax accounting method unless required by GAAP, enter into   
any closing agreement, settle any Tax claim or assessment or consent to any Tax 
claim or assessment or any waiver of the statute of limitations for any such    
claim or assessment; and                                                        

(h) neither the Company nor any of its Subsidiaries will enter into any 
agreement with respect to the foregoing or take any action with the intent of   
causing any of the conditions to the Offer set forth in Annex A not to be       
satisfied.                                                                      

SECTION 5.2 ACCESS; CONFIDENTIALITY.  (a) Upon reasonable notice, the   
Company shall (and shall cause each of its Subsidiaries to) afford to the       
officers, employees, accountants, counsel, financing sources and other          
representatives of Parent, access, during normal business hours during the      
period prior to the Appointment Date, to all its properties, books, contracts,  
commitments and records and, during such period, the Company shall (and shall   
cause each of its Subsidiaries to) furnish promptly to Parent (x) a copy of each
report, schedule, registration statement and other document filed or received by
it during such period pursuant to the requirements of federal securities laws   
and (y) all other information concerning its business, properties and personnel 
as Parent may reasonably request, including without limitation, true and        
complete copies of each Plan of the Company or of any of its Subsidiaries and   
any amendments thereto (or if any Plan is not a written Plan, a description     
thereof), any related trust or other funding vehicle, any summary plan          
description under ERISA or the Code and the most recent determination letter    
received from the Internal Revenue Service with respect to each such Plan       
intended to qualify under Section 401 of the Code. Access shall include the     
right to conduct such environmental studies and tests as Parent, in its         
reasonable discretion, shall deem appropriate; provided, however, that such     
studies and tests must be performed in such a way as not to disrupt materially  
the Company's business. After the Appointment Date, the Company shall provide   
Parent and such persons as Parent shall designate with all such information, at 
such time as Parent shall request. Unless otherwise required by law and until   
the Appointment Date, Parent and the Purchaser will hold any such information   
which is non-public in confidence.                                              

   (b) Following the execution of this Agreement, Parent and the Company shall
cooperate with each other and make all reasonable efforts to minimize any       
disruption to the business which may result from the announcement of the        
Transactions.                                                                   

SECTION 5.3 CONSENTS AND APPROVALS.                                     

   (a) Each of the Company, Parent and the Purchaser shall take all reasonable
actions necessary to comply promptly with all legal requirements which may be   
imposed on it with respect to this Agreement and the Transactions (which actions
shall include, without limitation, furnishing all information required under the
HSR Act and in connection with approvals of or filings with any other           
Governmental Entity) and will promptly cooperate with and furnish information to
each other in connection with any such requirements imposed upon any of them or 
any of their Subsidiaries in connection with this Agreement and the             
Transactions. Each of the Company, Parent and the Purchaser shall, and shall    
cause its Subsidiaries to, take all reasonable actions necessary to obtain (and 
will cooperate with each other in obtaining) any consent, authorization, order  
or approval of, or any exemption by, any Governmental Entity or other public or 
private third party required to be obtained or made by Parent, the Purchaser,   
the Company or any of their Subsidiaries in connection with the Transactions or 
the taking of any action contemplated thereby or by this Agreement.             

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 (b) The Company and Parent shall take all reasonable actions necessary to
file as soon as practicable notifications under the HSR Act and to respond as   
promptly as practicable to any inquiries received from the Federal Trade        
Commission and the Antitrust Division of the Department of Justice for          
additional information or documentation and to respond as promptly as           
practicable to all inquiries and requests received from any State Attorney      
General or other Governmental Entity in connection with antitrust matters.      

SECTION 5.4 NO SOLICITATION.                                            

  (a) Neither the Company nor any of its Subsidiaries shall (and the Company
and its Subsidiaries shall cause their respective officers, directors,          
employees, representatives and agents, including, but not limited to, investment
bankers, attorneys and accountants, not to), directly or indirectly, encourage, 
solicit, participate in or initiate discussions or negotiations with, or provide
any information to, any corporation, partnership, person or other entity or     
group (other than Parent or any of its affiliates or representatives) concerning
any proposal or offer to acquire all or a substantial part of the business and  
properties of the Company or any of its Subsidiaries or any capital stock of the
Company or any of its Subsidiaries, whether by merger, tender offer, exchange   
offer, sale of assets or similar transactions involving the Company or any      
Subsidiary, division or operating or principal business unit of the Company (an 
"Acquisition Proposal"), except that nothing contained in this Section 5.4 or   
any other provision hereof shall prohibit the Company or the Company's Board of 
Directors from (i) taking and disclosing to the Company's shareholders a        
position with respect to a tender or exchange offer by a third party pursuant to
Rules 14d-9 and 14e-2 promulgated under the Exchange Act, or (ii) making such   
disclosure to the Company's shareholders as, in the good faith judgment of the  
Board of Directors, after receiving advice from outside counsel, is required    
under applicable law; provided that, except as permitted by this Section 5.4,   
neither the Board of Directors of the Company nor any committee thereof shall   
(x) approve or recommend or propose to approve or recommend any Acquisition     
Proposal, (y) enter into any agreement with respect to any Acquisition Proposal,
or (z) withdraw or modify, or propose to withdraw or modify, in a manner adverse
to Parent or the Purchaser, the approval or recommendation by such Board of     
Directors or any such committee of the Offer, this Agreement or the Merger. The 
Company will immediately cease any existing activities, discussions or          
negotiations with any parties conducted heretofore with respect to any of the   
foregoing.                                                                      

(b) Notwithstanding the foregoing, prior to the acceptance of Shares    
pursuant to the Offer constituting the Minimum Condition, the Company may       
furnish information concerning its business, properties or assets to any        
corporation, partnership, person or other entity or group pursuant to           
appropriate confidentiality agreements, and may negotiate and participate in    
discussions and negotiations with such entity or group concerning an Acquisition
Proposal if (x) such entity or group has on an unsolicited basis submitted a    
bona fide written proposal to the Company relating to any such transaction which
the Board of Directors determines in good faith, after receiving advice from    
Scott-Macon Securities, Inc. or a nationally recognized investment banking firm,
represents a superior transaction to the Offer and the Merger and which the     
Board of Directors determines in good faith can be fully financed and (y) in the
opinion of the Board of Directors of the Company, only after receipt of advice  
from outside legal counsel to the Company, the failure to provide such          
information or access or to engage in such discussions or negotiations could    
reasonably be expected to cause the Board of Directors to violate its fiduciary 
duties to the Company's shareholders under applicable law (an Acquisition       
Proposal which satisfies clauses (x) and (y) being referred to herein as a      
"Superior Proposal"). The Company shall within one business day following       
receipt of a Superior Proposal notify Parent of the receipt of the same. The    
Company shall promptly provide to Parent any material non-public information    
regarding the Company provided to any other party which was not previously      
provided to Parent. At any time after two business days following notification  
to Parent of the Company's intent to do so (which notification shall include the
identity of the bidder and a complete summary of the material terms and         
conditions of the proposal) and if the Company has otherwise complied with the  
terms of this Section 5.4(b), the Board of Directors may withdraw or modify its 
approval or recommendation of the Offer.                                        

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   (c) In the event of a Superior Proposal which (i) is to be paid entirely in
cash and (ii) is not subject to any financing condition or contingency, the     
Company may enter into an agreement with respect to such Superior Proposal no   
sooner than four days after giving Parent written notice of its intention to    
enter into such agreement; provided that the Purchaser or Parent has not, prior 
to the expiration of such four-day period, advised the Company of its intention 
to raise the Offer Price to match such Superior Proposal. Upon expiration of    
such four-day period without such action by the Purchaser or Parent, the Company
may enter into an agreement with respect to such Superior Proposal (with the    
bidder and on terms no less favorable than those specified in such              
notification), provided it shall concurrently with entering into such agreement 
pay or cause to be paid to Parent the amount specified in Section 8.1(b) hereof.

SECTION 5.5 ADDITIONAL AGREEMENTS.  Subject to the terms and conditions 
herein provided, each of the parties hereto shall use all reasonable efforts to 
take, or cause to be taken, all action and to do, or cause to be done, all      
things necessary, proper or advisable under applicable laws and regulations, or 
to remove any injunctions or other impediments or delays, legal or otherwise, to
achieve the satisfaction of the Minimum Condition and all conditions set forth  
in Annex A attached hereto and Article VI hereof, and to consummate and make    
effective the Merger and the other transactions contemplated by this Agreement. 
In case at any time after the Effective Time any further action is necessary or 
desirable to carry out the purposes of this Agreement, the officers and         
directors of the Company, Parent and the Purchaser shall use all reasonable     
efforts to take, or cause to be taken, all such necessary actions.              

SECTION 5.6 PUBLICITY.  The initial press release with respect to the   
execution of this Agreement shall be a joint press release acceptable to Parent 
and the Company. Thereafter, so long as this Agreement is in effect, neither the
Company, Parent nor any of their respective affiliates shall issue or cause the 
publication of any press release or other announcement with respect to the      
Merger, this Agreement or the other Transactions without the prior consultation 
of the other party, except as such party believes, after receiving the advice of
outside counsel, may be required by law or by any listing agreement with a      
national securities exchange or trading market.                                 

   SECTION 5.7 NOTIFICATION OF CERTAIN MATTERS.  The Company shall give prompt
notice to Parent and Parent shall give prompt notice to the Company, of (i) the 
occurrence or non-occurrence of any event the occurrence or non-occurrence of   
which would cause any representation or warranty contained in this Agreement to 
be untrue or inaccurate in any material respect at or prior to the Effective    
Time and (ii) any material failure of the Company, Parent or the Purchaser, as  
the case may be, to comply with or satisfy any covenant, condition or agreement 
to be complied with or satisfied by it hereunder; provided, however, that the   
delivery of any notice pursuant to this Section 5.7 shall not limit or otherwise
affect the remedies available hereunder to the party receiving such notice.     

  SECTION 5.8 DIRECTORS' AND OFFICERS' INDEMNIFICATION.  For six years after
the Effective Time, the Surviving Corporation (or any successor to the Surviving
Corporation) and Parent shall jointly indemnify, defend and hold harmless the   
present and former officers and directors of the Company and its Subsidiaries,  
and persons who become any of the foregoing prior to the Effective Time (each an
"Indemnified Party") against all losses, claims, damages, liabilities, costs,   
fees and expenses (including reasonable fees and disbursements of counsel and   
judgments, fines, losses, claims, liabilities and amounts paid in settlement    
(provided that any such settlement is effected with the written consent of the  
Parent or the Surviving Corporation which consent shall not unreasonably be     
withheld)) arising out of actions or omissions occurring at or prior to the     
Effective Time to the full extent permissible under applicable Massachusetts    
law, the terms of the Company's Articles of Incorporation or the Bylaws, as in  
effect at the date hereof; provided that, in the event any claim or claims are  
asserted or made within such six-year period, all rights to indemnification in  
respect of any such claim or claims shall continue until disposition of any and 
all such claims.                                                                

SECTION 5.9 PURCHASER COMPLIANCE.  Parent shall cause the Purchaser to  
comply with all of its obligations under or related to this Agreement.          

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ARTICLE VI
CONDITIONS TO THE MERGER

    SECTION 6.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER.  The
respective obligation of each party to effect the Merger shall be subject to the
satisfaction on or prior to the Closing Date of each of the following           
conditions, any and all of which may be waived in whole or in part jointly by   
the Company and Parent to the extent permitted by applicable law:               

(a) Shareholder Approval. This Agreement shall have been approved and   
adopted by the requisite vote of the holders of the Shares, if required by      
applicable law in order to consummate the Merger;                               

  (b) Statutes; Court Orders. No statute, rule or regulation shall have been
enacted or promulgated by any governmental authority which prohibits the        
consummation of the Merger; and there shall be no order or injunction of a court
of competent jurisdiction in effect precluding consummation of the Merger;      

  (c) Purchase of Shares in Offer. Parent, the Purchaser or their affiliates
shall have purchased Shares pursuant to the Offer, except that this condition   
shall not apply if Parent, the Purchaser or their affiliates shall have failed  
to purchase Shares pursuant to the Offer in breach of their obligations under   
this Agreement; and                                                             

    (d) HSR Approval. The applicable waiting period under the HSR Act shall have
expired or been terminated.                                                     

   SECTION 6.2 CONDITION TO PARENT'S AND THE PURCHASER'S OBLIGATIONS TO EFFECT
THE MERGER.  The obligations of Parent and the Purchaser to consummate the      
Merger are further subject to the fulfillment of the condition that all actions 
contemplated by Section 2.4 hereof shall have been taken.                       

ARTICLE VII 
TERMINATION 

SECTION 7.1 TERMINATION.  This Agreement may be terminated and the      
Transactions contemplated herein may be abandoned at any time prior to the      
Effective Time, whether before or after shareholder approval thereof:           

(a) By the mutual written consent of Parent and the Company; or         

(b) By either of the Company or Parent:                                 

(i) if (x) the Offer shall have expired without any Shares being
  purchased therein or (y) the Purchaser shall not have accepted for payment
 all Shares tendered pursuant to the Offer by November 17, 1997; provided,
however, that the right to terminate this Agreement under this Section  
  7.1(b)(i) shall not be available to any party whose failure to fulfill any
  obligation under this Agreement has been the cause of, or resulted in, the
failure of Parent or the Purchaser, as the case may be, to purchase the 
Shares pursuant to the Offer on or prior to such date; or               

     (ii) if any Governmental Entity shall have issued an order, decree or
ruling or taken any other action (which order, decree, ruling or other  
    action the parties hereto shall use their reasonable efforts to lift), which
permanently restrains, enjoins or otherwise prohibits the acceptance for
  payment of, or payment for, Shares pursuant to the Offer or the Merger and
such order, decree, ruling or other action shall have become final and  
non-appealable; or                                                      

(c) By the Company:                                                     

  (i) if Parent, the Purchaser or any of their affiliates shall have
    failed to commence the Offer on or prior to five business days following the
date of the initial public announcement of the Offer; provided, that the
   Company may not terminate this Agreement pursuant to this Section 7.1(c)(i)
if the                                                                  

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 Company is at such time in breach of its obligations under this Agreement
such as to cause a Company Material Adverse Effect; or                  

   (ii) if Parent or the Purchaser shall have breached in any material
 respect any of their respective representations, warranties, covenants or
   other agreements contained in this Agreement, which breach cannot be or has
    not been cured, in all material respects, within 30 days after the giving of
written notice to Parent or the Purchaser, as applicable; or            

(iii) in connection with entering into a definitive agreement in
accordance with Section 5.4(c) hereof, provided it has complied with all
provisions thereof, including the notice provisions therein, and that it
    makes simultaneous payment of the amount specified in Section 8.1(b) hereof;
or                                                                      

(d) By Parent:                                                          

     (i) if, due to an occurrence, not involving a breach by Parent or the
Purchaser of their obligations hereunder, which makes it impossible to  
satisfy any of the conditions set forth in Annex A hereto, Parent, the  
Purchaser, or any of their affiliates shall have failed to commence the 
 Offer on or prior to five business days following the date of the initial
public announcement of the Offer;                                       

  (ii) if prior to the purchase of Shares pursuant to the Offer, the
   Company shall have breached any representation, warranty, covenant or other
agreement contained in this Agreement which (A) would give rise to the  
  failure of a condition set forth in paragraph (f) or (g) of Annex A hereto
    and (B) cannot be or has not been cured, in all material respects, within 30
days after the giving of written notice to the Company; or              

    (iii) upon the occurrence of any event set forth in paragraph (e) of
Annex A hereto.                                                         

   SECTION 7.2 EFFECT OF TERMINATION.  In the event of the termination of this
Agreement pursuant to its terms, written notice thereof shall forthwith be given
to the other party or parties specifying the provision hereof pursuant to which 
such termination is made, and this Agreement shall forthwith become null and    
void, and there shall be no liability on the part of the Purchaser, Parent or   
the Company except (A) for fraud or for breach of this Agreement prior to such  
termination and (B) as set forth in the last sentence of Section 5.2(a) and     
Section 8.1 hereof.                                                             

ARTICLE VIII
MISCELLANEOUS 

SECTION 8.1 FEES AND EXPENSES.  (a) Except as contemplated by this      
Agreement, including Sections 8.1(b) and (c) hereof, all costs and expenses     
incurred in connection with this Agreement and the consummation of the          
Transactions shall be paid by the party incurring such expenses. Parent         
acknowledges and agrees that the Company has disclosed that it is obligated and 
will become further obligated for fees and expenses (including fees and expenses
of Duffy & Sweeney and Roger Barzun, Esq., its counsel, Coopers & Lybrand,      
L.L.P., its independent accountants, and Scott-Macon, Ltd., its financial       
advisor) incurred by it in connection with the transactions contemplated hereby.
It is understood and agreed that certain of such fees and expenses may be paid  
by the Company prior to the execution of this Agreement. Parent agrees to       
refrain from taking any action which would prevent or delay the payment of      
reasonable fees and expenses by the Company. Further, Parent agrees to take, and
cause the Purchaser to take, all action necessary to cause the Surviving        
Corporation to pay promptly any of the foregoing reasonable fees and expenses   
incurred, but not paid, by the Company prior to the Effective Time.             

   (b) If (i) Parent terminates this Agreement pursuant to Section 7.1(d)(iii)
hereof, (ii) the Company terminates this Agreement pursuant to Section          
7.1(c)(iii) hereof, or (iii) either the Company or Parent terminates this       
Agreement pursuant to Section 7.1(b)(i) and prior thereto there shall have been 
publicly announced another Acquisition Proposal or an event set forth in        
paragraph (h) of Annex A shall have occurred, the Company shall pay to Parent,  
an amount equal to the greater of $750,000 (the "Termination                    

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Fee"), or an amount equal to Parent's actual, reasonable and reasonably         
documented out-of-pocket fees and expenses incurred by Parent and the Purchaser 
in connection with the Offer, the Merger, this Agreement, the consummation of   
the Transactions and the financing therefor, which shall be payable in same day 
funds, provided that in no event shall the Company be obligated to pay any such 
fees and expenses in excess of $1,000,000. The Termination Fee or Parent's good 
faith estimate of its expenses, as the case may be, shall be paid concurrently  
with any such termination, together with delivery of a written acknowledgment by
the Company of its obligation to reimburse Parent for its actual expenses in    
excess of such estimated expenses payment.                                      

    (c) If the Company terminates this Agreement pursuant to (i) Section 7.1(b),
or (ii) Sections 7.1(c)(i) or 7.1(c)(ii) hereof, then Parent shall pay to the   
Company an amount equal to the Company's reasonable legal fees and expenses     
incurred, as of the date of such termination, with respect to this Agreement and
the Transactions.                                                               

SECTION 8.2 AMENDMENT AND MODIFICATION.  Subject to applicable law, this
Agreement may be amended, modified and supplemented in any and all respects,    
whether before or after any vote of the shareholders of the Company contemplated
hereby, by written agreement of the parties hereto, by action taken by their    
respective Boards of Directors (which in the case of the Company shall include  
approvals as contemplated in Section 1.2(a)), at any time prior to the Closing  
Date with respect to any of the terms contained herein; provided, however, that 
after the approval of this Agreement by the shareholders of the Company, no such
amendment, modification or supplement (i) shall reduce the amount or change the 
form of the Merger Consideration or (ii) which under applicable law may not be  
made without shareholder approval may be made without such approval.            

SECTION 8.3 NON-SURVIVAL OF REPRESENTATIONS AND WARRANTIES.  None of the
representations and warranties in this Agreement or in any schedule, instrument 
or other document delivered pursuant to this Agreement shall survive the        
Effective Time.                                                                 

  SECTION 8.4 NOTICES.  All notices and other communications hereunder shall
be in writing and shall be deemed given if delivered personally, telecopied     
(which is confirmed) or sent by an overnight courier service, such as Federal   
Express, 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 the Purchaser, to:                                  

Dover Technologies International, Inc.                            
One Marine Midland Plaza                                          
East Tower, Sixth Floor                                           
Binghamton, New York 13901                                        
Attention: Robert A. Livingston                                   
Telephone No.: (607) 773-2290                                     
Telecopy No.: (607) 722-8612                                      

with a copy to:                                                         

Coughlin & Gerhart, LLP                                           
One Marine Midland Plaza                                          
East Tower, Eighth Floor                                          
Binghamton, New York 13901                                        
Attention: Robert J. Smith, Esq.                                  
Telephone No.: (607) 723-9511                                     
Telecopy No.: (607) 772-6093                                      

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(b) and, if to the Company, to:                                         

Vitronics Corporation                                             
1 Forbes Road                                                     
Newmarket, New Hampshire 03857                                    
Attention: President                                              
Telephone No.: (603) 659-6550                                     
Telecopy No.: (603) 659-6529                                      

with a copy to:                                                         

Duffy & Sweeney                                                   
300 Turks Head Building                                           
Providence, Rhode Island 02902                                    
Attention: Michael F. Sweeney, Esq.                               
Telephone No.: (401) 455-0700                                     
Telecopy No.: (401) 455-0701                                      

  SECTION 8.5 INTERPRETATION.  When a reference is made in this Agreement to
Sections, such reference shall be to a Section of this Agreement unless         
otherwise indicated. Whenever the words "include", "includes" or "including" are
used in this Agreement they shall be deemed to be followed by the words "without
limitation." As used in this Agreement, the term "affiliates" shall have the    
meaning set forth in Rule 12b-2 of the Exchange Act.                            

   SECTION 8.6 COUNTERPARTS.  This Agreement may be executed simultaneously in
several counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument. This Agreement may be    
executed by the parties and transmitted by facsimile transmission and if so     
executed and transmitted this Agreement will be for all purposes as effective as
if the parties had delivered an executed original Agreement.                    

   SECTION 8.7 ENTIRE AGREEMENT; NO THIRD PARTY BENEFICIARIES.  This Agreement
(including the documents and the instruments referred to herein but excluding   
the Confidentiality Agreement dated August 18, 1997) constitute the entire      
agreement and supersede all prior agreements and understandings, both written   
and oral, among the parties with respect to the subject matter hereof and       
thereof. This Agreement is not intended to confer upon any person other than the
parties hereto any rights or remedies hereunder.                                

  SECTION 8.8 SEVERABILITY.  Any term or provision of this Agreement that is
held by a court of competent jurisdiction or other authority to be invalid, void
or unenforceable in any situation in any jurisdiction shall not affect the      
validity or enforceability of the remaining terms and provisions hereof or the  
validity or enforceability of the offending term or provision in any other      
situation or in any other jurisdiction. If the final judgment of a court of     
competent jurisdiction or other authority declares that any term or provision   
hereof is invalid, void or unenforceable, the parties agree that the court      
asking such determination shall have the power to reduce the scope, duration,   
area or applicability of the term or provision, to delete specific words or     
phrases, or to replace any invalid, void or unenforceable term or provision with
a term or provision that is valid and enforceable and that comes closest to     
expressing the intention of the invalid or unenforceable term or provision.     

SECTION 8.9 GOVERNING LAW.  This Agreement shall be governed by and     
construed in accordance with the laws of the State of Delaware without giving   
effect to the principles of conflicts of law thereof.                           

SECTION 8.10 ASSIGNMENT.  Neither this Agreement nor any of the rights, 
interests or obligations hereunder shall be assigned by any of the parties      
hereto (whether by operation of law or otherwise) without the prior written     
consent of the other parties, except that the Purchaser may assign, in its sole 
discretion, any or all of its rights, interests and obligations hereunder to    
Parent or to any direct or indirect                                             

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wholly owned Subsidiary of Parent. Subject to the preceding sentence, this      
Agreement will be binding upon, inure to the benefit of and be enforceable by   
the parties and their respective successors and assigns.                        

SECTION 8.11 KNOWLEDGE OF PARENT AND THE PURCHASER.  Any fact or        
circumstance known to Parent or the Purchaser prior to the execution and        
delivery of this Agreement shall not, of itself, constitute a breach of any     
representation or warranty by the Company. For purposes of this Section, a fact 
or circumstance shall be deemed known by Parent or the Purchaser only if it is  
known by an executive officer of Parent, regardless of whether such fact or     
circumstance is known by any other employee, representative or agent of Parent  
or the Purchaser.                                                               

    SECTION 8.12 INTEGRATION OF EXHIBITS.  All schedules and exhibits (including
the Company Disclosure Schedule) attached to this Plan of Merger are integral   
parts of this Plan of Merger as if fully set forth herein and all statements    
appearing therein shall be deemed disclosed for all purposes and not only in    
connection with the specific representation in which they are explicitly        
referenced.                                                                     

  IN WITNESS WHEREOF, Parent, the Purchaser and the Company have caused this
Agreement to be signed by their respective officers thereunto duly authorized as
of the date first written above.                                                

                                                                [Download Table]
                                              
DOVER TECHNOLOGIES                            
INTERNATIONAL, INC.                           

By:             /s/ JOHN E. POMEROY           
     -----------------------------------------
               Name: John E. Pomeroy          
                  TITLE: PRESIDENT            
DTI INTERMEDIATE, INC.                        

By:             /s/ JOHN E. POMEROY           
     -----------------------------------------
               Name: John E. Pomeroy          
                  TITLE: PRESIDENT            
VITRONICS CORPORATION                         

By:          /s/ JAMES J. MANFIELD, JR.       
     -----------------------------------------
            Name: James J. Manfield, Jr.      
                  TITLE: PRESIDENT            

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ANNEX A 

 CERTAIN CONDITIONS OF THE OFFER.  Notwithstanding any other provisions of
the Offer, and in addition to (and not in limitation of) the Purchaser's rights 
to extend and amend the Offer at any time in its sole discretion (subject to the
provisions of the Merger Agreement), the Purchaser 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 the Purchaser's
obligation to pay for or return tendered Shares promptly after termination or   
withdrawal of the Offer), pay for, and may delay the acceptance for payment of  
or, subject to the restriction referred to above, the payment for, any tendered 
Shares, and may terminate or amend the Offer as to any Shares not then paid for,
if (i) any applicable waiting period under the HSR Act has not expired or       
terminated, (ii) the Minimum Condition has not been satisfied, or (iii) at any  
time on or after the date of the Merger Agreement and before the time of        
acceptance for payment for any such Shares, any of the following events shall   
occur or shall be determined by the Purchaser, in its judgment reasonably       
exercised, to have occurred:                                                    

  (a) there shall be threatened or pending any suit, action or proceeding by
any Governmental Entity against the Purchaser, Parent, the Company or any       
Subsidiary of the Company (i) seeking to prohibit or impose any material        
limitations on Parent's or the Purchaser's ownership or operation (or that of   
any of their respective Subsidiaries or affiliates) of all or a material portion
of their or the Company's businesses or assets, or to compel Parent or the      
Purchaser or their respective Subsidiaries and affiliates to dispose of or hold 
separate any material portion of the business or assets of the Company or Parent
and their respective Subsidiaries, in each case taken as a whole, (ii)          
challenging the acquisition by Parent or the Purchaser of any Shares under the  
Offer, seeking to restrain or prohibit the making or consummation of the Offer  
or the Merger or the performance of any of the other transactions contemplated  
by the Merger Agreement, or seeking to obtain from the Company, Parent or the   
Purchaser any damages that are material in relation to the Company and its      
Subsidiaries taken as a whole, (iii) seeking to impose material limitations on  
the ability of the Purchaser, or render the Purchaser unable, to accept for     
payment, pay for or purchase some or all of the Shares pursuant to the Offer and
the Merger, (iv) seeking to impose material limitations on the ability of the   
Purchaser or Parent effectively to exercise full rights of ownership of the     
Shares, including, without limitation, the right to vote the Shares purchased by
it on all matters properly presented to the Company's shareholders, or (v) which
otherwise is reasonably likely to have a Company Material Adverse Effect;       

(b) there shall be any statute, rule, regulation, judgment, order or    
injunction enacted, entered, enforced, promulgated, or deemed applicable,       
pursuant to an authoritative interpretation by or on behalf of a Government     
Entity, to the Offer or the Merger, or any other action shall be taken by any   
Governmental Entity, other than the application to the Offer or the Merger of   
applicable waiting periods under HSR Act, that is reasonably likely to result,  
directly or indirectly, in any of the consequences referred to in clauses (i)   
through (v) of paragraph (a) above;                                             

  (c) there shall have occurred (i) any general suspension of trading in, or
limitation on prices for, securities on the New York Stock Exchange or the      
American Stock Exchange for a period in excess of 24 hours (excluding           
suspensions or limitations resulting solely from physical damage or interference
with such exchanges not related to market conditions), (ii) any decline in      
either the Dow Jones Industrial Average or the Standard & Poor's Index of 400   
Industrial Companies or in the New York Stock Exchange Composite Index in excess
of 15% measured from the close of business on the trading day next preceding the
date of the Merger Agreement, (iii) a declaration of a banking moratorium or any
suspension of payments in respect of banks in the United States (whether or not 
mandatory), (iv) a commencement of a war, armed hostilities or other            
international or national calamity directly or indirectly involving the United  
States, (v) any limitation (whether or not mandatory) by any United States      
governmental authority on the extension of credit generally by banks or other   
financial institutions, (vi) a change in general financial, bank or capital     
market conditions which materially and adversely affects the ability of         
financial institutions                                                          

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in the United States to extend credit or syndicate loans or (vii) in the case of
any of the foregoing existing at the time of the commencement of the Offer, a   
material acceleration or worsening thereof;                                     

(d) there shall have occurred any events after the date of the Merger   
Agreement which, either individually or in the aggregate, would have a Company  
Material Adverse Effect;                                                        

(e) the Board of Directors of the Company or any committee thereof shall
have withdrawn or modified in a manner adverse to Parent or the Purchaser its   
approval or recommendation of the Offer, the Merger or the Merger Agreement, or 
approved or recommended any Acquisition Proposal;                               

(f) the representations and warranties of the Company set forth in the  
Merger Agreement shall not be true and correct, in each case (i) as of the date 
referred to in any representation or warranty which addresses matters as of a   
particular date, or (ii) as to all other representations and warranties, as of  
the date of the Merger Agreement and as of the scheduled expiration of the      
Offer, unless the inaccuracies (without giving effect to any materiality or     
material adverse effect qualifications or materiality exceptions contained      
therein) under such representations and warranties, taking all the inaccuracies 
under all such representations and warranties together in their entirety, would 
not, individually or in the aggregate, result in a Company Material Adverse     
Effect;                                                                         

(g) the Company shall have failed to perform any obligation or to comply
with any agreement or covenant to be performed or complied with by it under the 
Merger Agreement other than any failure which would not have, either            
individually or in the aggregate, a Company Material Adverse Effect;            

(h) any person acquires beneficial ownership (as defined in Rule 13d-3  
promulgated under the Exchange Act), of at least 25% of the outstanding Common  
Stock of the Company;                                                           

  (i) the Merger Agreement shall have been terminated in accordance with its
terms; or                                                                       

The foregoing conditions are for the sole benefit of Parent and the     
Purchaser, may be asserted by Parent or the Purchaser regardless of the         
circumstances giving rise to such condition (including any action or inaction by
Parent or the Purchaser not in violation of the Merger Agreement) and may be    
waived by Parent or the Purchaser in whole or in part at any time and from time 
to time in the sole discretion of Parent or the Purchaser, subject in each case 
to the terms of the Merger Agreement. The failure by Parent or the Purchaser at 
any time to exercise any of the foregoing rights shall not be deemed a waiver of
any such right and each such right shall be deemed an ongoing right which may be
asserted at any time and from time to time.                                     

VITRONICS CORPORATION 
DISCLOSURE SCHEDULE 
SECTION 3.1 (B) 

Subsidiaries:                                                           

1.  Vitronics Europe Limited--a United Kingdom company                  

2.  Vitronics Foreign Sales Corporation--a Barbados company             

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VITRONICS CORPORATION 
DISCLOSURE SCHEDULE 
SECTION 3.2 (A) 
STOCK OPTIONS OUTSTANDING 

                                                        [Enlarge/Download Table]

                                      NAME                                            VESTING      BALANCE      AMOUNT   
  DATE                              1987 PLAN                             PRICE        YEARS       8/26/97       PAID    
---------  -----------------------------------------------------------  ---------  -------------  ---------  ------------
                                                                                                                         
Dec-92     CHANASYK, A                                                     0.5625            5       13,000     17,387.50
Dec-92     CHANASYK, A                                                     0.5625            5       10,000     13,375.00
Dec-92     CLAPP, R                                                        0.5625            5        2,000      2,675.00
Dec-92     GIORDANO, L                                                     0.5625            5          400        535.00
Dec-92     HALL, J                                                         0.5625            5        2,000      2,675.00
Dec-92     KEOUGH, A*                                                      0.5625            5        3,000      4,012.50
Dec-92     LABONVILLE, M                                                   0.5625            5        1,000      1,337.50
Dec-92     MCKEEL, D                                                       0.5625            5        1,000      1,337.50
Dec-92     MILLETTE, S                                                     0.5625            5        2,000      2,675.00
Dec-92     PARADIS, F                                                      0.5625            5          800      1,070.00
Dec-92     SULLIVAN, W                                                     0.5625            5        2,000      2,675.00
Dec-92     WAITT, L                                                        0.5625            5          200        267.50
Dec-93     CHANASYK, A                                                     0.8400            5       10,000     10,600.00
Dec-93     GIORDANO, L                                                     0.8400            5          400        424.00
Dec-93     WAITT, L                                                        0.8400            5          800        848.00
Dec-93     DAROIS, J                                                       0.8400            5        1,000      1,060.00
Dec-93     HALL, J                                                         0.8400            5        2,000      2,120.00
Dec-93     SULLIVAN, W                                                     0.8400            5        2,000      2,120.00
Dec-93     MCKEEL, D                                                       0.8400            5        2,000      2,120.00
Dec-93     CLAPP, R                                                        0.8400            5        3,000      3,180.00
Dec-93     LABONVILLE, M                                                   0.8400            5        2,000      2,120.00
Dec-93     MILLETTE, S                                                     0.8400            5        5,000      5,300.00
Dec-93     PARADIS, F                                                      0.8400            5        1,800      1,908.00
Dec-93     HOWARD, S                                                       0.8400            5        2,000      2,120.00
Dec-93     MARTIN, P                                                       0.8400            5        2,500      2,650.00
Dec-94     KEOUGH, A*                                                      1.3125            5       27,000     15,862.50
Dec-94     CHANASYK, A                                                     1.3125            5       10,000      5,875.00
Dec-94     GIORDANO, L                                                     1.3125            5        2,000      1,175.00
Dec-94     WAITT, L                                                        1.3125            5        2,000      1,175.00
Dec-94     DAROIS, J                                                       1.3125            5        1,000        587.50
Dec-94     HALL, J                                                         1.3125            5        2,000      1,175.00
Dec-94     SULLIVAN, W                                                     1.3125            5        1,000        587.50
Dec-94     MCKEEL, D                                                       1.3125            5        2,000      1,175.00
Dec-94     CLAPP, R                                                        1.3125            5        3,000      1,762.50
Dec-94     LABONVILLE, M                                                   1.3125            5        2,000      1,175.00
Dec-94     MILLETTE, S                                                     1.3125            5        2,500      1,468.75
Dec-94     PARADIS, F                                                      1.3125            5        3,000      1,762.50
Dec-94     MARTIN, P                                                       1.3125            5        2,500      1,468.75
Dec-94     BENNETT, D                                                      1.3125            5        2,500      1,468.75
                                                                                                  ---------  ------------
           TOTAL                                                                                    134,400    123,311.25

------------------------                                                        

*   Non-Qualified Option                                                        

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                                      NAME                                            VESTING      BALANCE      AMOUNT   
  DATE                              1995 PLAN                             PRICE        YEARS       8/26/97       PAID    
---------  -----------------------------------------------------------  ---------  -------------  ---------  ------------
                                                                                                                         
Dec-95     CHANASYK, A                                                     2.3750            5       30,000       --     
Dec-95     GIORDANO, L                                                     2.3750            5        2,000       --     
Dec-95     WAITT, L                                                        2.3750            5        2,000       --     
Dec-95     DAROIS, J                                                       2.3750            5        1,000       --     
Dec-95     HALL, J                                                         2.3750            5        2,000       --     
Dec-95     JEKA, D                                                         2.3750            5        1,000       --     
Dec-95     GAGNE, M                                                        2.3750            5        2,000       --     
Dec-95     SCHAEFFER, R                                                    2.3750            5        1,000       --     
Dec-95     SULLIVAN, W                                                     2.3750            5        1,000       --     
Dec-95     MCKEEL, D                                                       2.3750            5        2,000       --     
Dec-95     PIVARUNAS, J                                                    2.3750            5        1,000       --     
Dec-95     CLAPP, R                                                        2.3750            5        2,500       --     
Dec-95     LABONVILLE, M                                                   2.3750            5        1,000       --     
Dec-95     DAY, B                                                          2.3750            5        5,000       --     
Dec-95     MILLETTE, S                                                     2.3750            5        7,500       --     
Dec-95     WRIGHT, M                                                       2.3750            5        1,000       --     
Dec-95     JOHNSON, P                                                      2.3750            5        1,000       --     
Dec-95     RILEY, G                                                        2.3750            5        1,000       --     
Dec-95     GILBERT, R                                                      2.3750            5        1,000       --     
Dec-95     HENRY, J                                                        2.3750            5        1,000       --     
Dec-95     PARADIS, F                                                      2.3750            5        3,000       --     
Dec-95     MARTIN, P                                                       2.3750            5        2,000       --     
Dec-95     BENNETT, D                                                      2.3750            5        5,000       --     
Nov-96     NASH, T                                                         1.0625            5       25,000     20,937.50
Dec-96     CHANASYK, A                                                     1.0300            5       10,000      8,700.00
Dec-96     GIORDANO, L                                                     1.0300            5        2,000      1,740.00
Dec-96     WAITT, L                                                        1.0300            5        2,000      1,740.00
Dec-96     DAROIS, J                                                       1.0300            5        1,000        870.00
Dec-96     HALL, J                                                         1.0300            5        2,000      1,740.00
Dec-96     JEKA, D                                                         1.0300            5        5,000      4,350.00
Dec-96     GAGNE, M                                                        1.0300            5        2,000      1,740.00
Dec-96     SCHAEFFER, R                                                    1.0300            5        1,000        870.00
Dec-96     SULLIVAN, W                                                     1.0300            5        1,000        870.00
Dec-96     MCKEEL, D                                                       1.0300            5        2,000      1,740.00
Dec-96     PIVARUNAS, J                                                    1.0300            5        2,000      1,740.00
Dec-96     CLAPP, R                                                        1.0300            5        2,000      1,740.00
Dec-96     LABONVILLE, M                                                   1.0300            5        1,000        870.00
Dec-96     DAY, B                                                          1.0300            5        5,000      4,350.00
Dec-96     MILLETTE, S                                                     1.0300            5        5,000      4,350.00
Dec-96     WRIGHT, M                                                       1.0300            5        1,000        870.00
Dec-96     JOHNSON, P                                                      1.0300            5        1,000        870.00
Dec-96     RILEY, G                                                        1.0300            5        1,000        870.00
Dec-96     GILBERT, R                                                      1.0300            5        1,000        870.00
Dec-96     HENRY, J                                                        1.0300            5        1,000        870.00
Dec-96     PARADIS, F                                                      1.0300            5        3,000      2,610.00
Dec-96     MARTIN, P                                                       1.0300            5        2,000      1,740.00
Dec-96     BENNETT, D                                                      1.0300            5        5,000      4,350.00
May-97     LOCKYER, M                                                      0.8400            5       10,000     10,600.00
Aug-97     LOCKYER, M                                                      1.2900            5        5,000      3,050.00
Aug-97     SULLIVAN, D                                                     1.0900            5       25,000     20,250.00
                                                                                                  ---------  ------------
           TOTAL                                                                                    199,000    105,298.00
                                                                                                  ---------  ------------
TOTAL QUALIFIED OPTIONS                                                                             333,400    228,608.75

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VITRONICS CORPORATION 
NONQUALIFIED STOCK OPTION PLANS 

                                                        [Enlarge/Download Table]

                                                                                      VESTING      BALANCE      AMOUNT   
  DATE                                NAME                                PRICE        YEARS       8/26/97       PAID    
---------  -----------------------------------------------------------  ---------  -------------  ---------  ------------
                                                                                                                         
May-92     STEADMAN, D                                                     1.1250            5       10,000      7,750.00
Dec-92     MANFIELD, J                                                     0.5625            5       28,000     37,450.00
Dec-92     MANFIELD, J                                                     0.5625            5       22,000     29,425.00
Dec-92     STEADMAN, D                                                     0.5625            5       20,000     26,750.00
Dec-92     STEADMAN, D                                                     0.5625            5       15,000     20,062.50
Dec-93     MANFIELD, J                                                     0.8400            5       25,000     26,500.00
Dec-94     MANFIELD, J                                                     1.3125            5       50,000     29,375.00
Dec-94     STEADMAN, D                                                     1.3125            5       20,000     11,750.00
Dec-95     KANELY, J                                                       2.3438            5       20,000       --     
                                                                                                  ---------  ------------
           TOTAL                                                                                    210,000    189,062.50
                                                                                                  ---------  ------------
TOTAL OPTIONS                                                                                       543,400    417,671.25

VITRONICS CORPORATION 
DISCLOSURE SCHEDULE 
SECTION 3.4 

1.  Loan Agreement with First National Bank of Portsmouth(Bank of New   
Hampshire)                                                                      

2.  Miscellaneous office equipment leases and software licenses         

3.  The Company is reviewing its real estate leases in Newmarket, NH and
Plymouth, England                                                               

VITRONICS CORPORATION 
DISCLOSURE SCHEDULE 
SECTION 3.6 

None                                                                    

VITRONICS CORPORATION 
DISCLOSURE SCHEDULE 
SECTION 3.7 

None                                                                    

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VITRONICS CORPORATION 
DISCLOSURE SCHEDULE 
SECTION 3.8 

VITRONICS V. CONCEPTRONICS (Docket Number C-91-696L)                    

CONCEPTRONICS V. VITRONICS AND MANFIELD ET AL (Docket Number 97-C-18)   

Letters of counsel in response to auditors requests have previously been
provided to Parent during due diligence process.                                

VITRONICS CORPORATION 
DISCLOSURE SCHEDULE 
SECTION 3.9 (A) 

Stock Option Plans:                                                     

1983 Stock Option Plan                                            
1983 II Stock Option Plan                                         
1987 Stock Option Plan                                            
1995 Stock Option Plan                                            

(Copies of the above Plans and a copy of the Qualified and Non-Qualified
Stock Option Agreements were previously provided to Parent during the due       
diligence process) (See Section 3.2 (a) for a schedule of current stock options 
outstanding under all option plans)                                             

Employment Agreements:                                                  

James J. Manfield Jr.                                             
Thomas Nash                                                       
Daniel J. Sullivan                                                
Steven A. Millette                                                
Michael Lockyer                                                   

(copies of the above Employment Agreements were previously provided to  
Parent during the due diligence process)                                        

Benefit Management of Maine Health Insurance Plan(Self insured)         
Boston Mutual Officers Health Insurance Plan                            
Dental Plan                                                             
Life Insurance Plan                                                     
Additional Life Insurance for Officers                                  
Short Term Disability Insurance                                         
Long Term Disability Insurance                                          
Additional Disability Insurance for Officers                            
Tuition Reimbursement                                                   
401K Plan, with 25% matching up to 6%                                   
$70 per year towards purchase of safety shoes                           
Section 125 pre-tax medical reimbursement and dependent care            
Employee Assistance Program                                             
$100,000 Travel Accident Insurance                                      
Employee Stock Purchase Plan                                            
Employee Handbook                                                       

 (copies of the above employee benefits were previously provided to Parent
during the due diligence process)                                               

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VITRONICS CORPORATION 
DISCLOSURE SCHEDULE 
SECTION 3.9 (I) 

Employment Agreements:                                                  

James J. Manfield Jr.                                             
Thomas Nash                                                       
Daniel J. Sullivan                                                
Steven A. Millette                                                
Michael Lockyer                                                   

   Copies of the above employment agreement were provided to Parent as part of
the due diligence process.                                                      

VITRONICS CORPORATION 
DISCLOSURE SCHEDULE 
SECTION 3.10 (A)

The Company is current in its tax filings in those states in which it is
currently registered.                                                           

 The Company is currently registered for Sales & Use tax in Massachusetts,
Illinois and California.                                                        

The Company presently is registered for VAT purposes in England.        

  The Company presently is registered for income tax purposes in California,
Massachusetts and New Hampshire and England.                                    

   The Company presently withholds income taxes for California, Massachusetts,
Connecticut, Maine, Illinois, federal and England.                              

There may be other locations in which the Company has nexus, and is     
presently unaware of this fact.                                                 

VITRONICS CORPORATION 
DISCLOSURE SCHEDULE 
SECTION 3.10 (B)

None                                                                    

VITRONICS CORPORATION 
DISCLOSURE SCHEDULE 
SECTION 3.10 (C)

None                                                                    

VITRONICS CORPORATION 
DISCLOSURE SCHEDULE 
SECTION 3.10 (F)

The Company has granted Powers of attorney in the ordinary course of    
business to various freight forwarders for the purpose of clearing freight      
through customs and other freight forwarding functions.                         

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VITRONICS CORPORATION 
DISCLOSURE SCHEDULE 
SECTION 3.11 (A)

Trademarks:                                                             
VITRONICS                                                               
UNITHERM                                                                
ENVIROCLEAN                                                             
Trademark VITRONICS                                                     

Common Law Trademarks:                                                  
IsoTherm                                                                
VITROSENSE                                                              
Natural Convection/Infrared                                             
Controlled Convection/Infrared                                          
VITRO-FOIL                                                              
VITRO-CLEAN                                                             
Acro-Therm                                                              
RadianTherm                                                             
MagnaTherm                                                              
Tops                                                                    
Polar Cooling                                                           
SELECTSeries                                                            
AutoPurge                                                               
BGA Solutions                                                           

Patents:                                                                

                                                        [Enlarge/Download Table]
                                                                                           
4,833,301  Multi-Zone Thermal Process System Utilizing Nonfocused Infrared Panel Emitters  
5,103,846  Apparatus for Cleaning Mechanical Devices Using Terpene Compounds               
5,573,688  Convection/Infrared Solder Reflow Apparatus                                     
4,565,917  Multi-Zone Thermal Process System Utilizing Nonfocused Infrared Panel Emitters  
4,077,557  Dip Storage, Insertion and Ejection Tool                                        
4,602,238  Infrared Panel Emitter and Method of Producing the Same                         
4,696,096  Reworking Methods and Apparatus for Surface Mounted Technology Circuit Boards   
4,654,502  Method for Reflow Soldering of Surface Mounted Devices to Printed Circuit Boards
4,659,906  Infrared Panel Emitter and Method of Producing the Same                         

Foreign Patents continued on next page                                  

    Canadian Patent 1,234,429 Infrared Panel Emitter and Method of Producing the
Same                                                                            

Canadian Patent 1,235,529 Multi-Zone Thermal Process System Utilizing   
Nonfocused Infrared Panel Emitters                                              

   European Patent 0,181,341,B1 Infrared Panel Emitter and Method of Producing
the Same                                                                        

European Patent 0,169,885,B1 Multi-Zone Thermal Process System Utilizing
Nonfocused Infrared Panel Emitters                                              

    Danish Patent 157,589 Multi-Zone Thermal Process System Utilizing Nonfocused
Infrared Panel Emitters                                                         

    Taiwan Patent 49,283 Apparatus for Cleaning Mechanical Devices Using Terpene
Compounds                                                                       

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Taiwan Patent Rights 22,987 Multi-Zone Thermal Process System Utilizing 
Nonfocused Infrared Panel Emitters                                              

  Taiwan Patent Rights 22,988 Infrared Panel Emitter and Method of Producing
the Same                                                                        

Copies of the above referenced Patents and Trademarks were previously   
provided to Parent during the due diligence process.                            

 The Company's patents are currently subject to litigation as disclosed in
Section 3.8                                                                     

VITRONICS CORPORATION 
DISCLOSURE SCHEDULE 
SECTION 3.12

Corporate Staff:                                                        

James Manfield                                                    
Thomas Nash                                                       
Steven Millette                                                   
Michael Lockyer                                                   
Daniel Sullivan                                                   
Albert Chanasyk                                                   
Lorraine Giordano                                                 
Brian Day                                                         

  Given the absence of future written employment agreements for officers and
managers and the uncertainty generated during the due diligence process, the    
Company has no ability to comment on the future plans of individuals.           

VITRONICS CORPORATION 
DISCLOSURE SCHEDULE 
SECTION 3.15 (E)

None                                                                    

VITRONICS CORPORATION 
DISCLOSURE SCHEDULE 
SECTION 3.18

Scott-Macon Agreement attached as Exhibit 3.18                          

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SCOTT-MACON, LTD. 
800 THIRD AVENUE
NEW YORK, N.Y. 10022-7604 

                                                        212-755-8200
                                                              212-755-8255 (FAX)

                                                         July 30, 1997

Mr. James J. Manfield, Jr.                                                      
Chairman of the Board and                                                       
Chief Executive Officer                                                         
Vitronics Corporation                                                           
4 Forbes Road                                                                   
Newmarket Industrial Park                                                       
Newmarket, New Hampshire 03857                                                  

Dear Jim:                                                               

This letter will confirm the understanding and agreement between        
Scott-Macon, Ltd. ("Scott-Macon") and Vitronics Corporation ("Vitronics") with  
respect to the investment banking services to be provided by Scott-Macon to     
Vitronics and the fees to be paid to Scott-Macon by Vitronics.                  

Scott-Macon will provide investment banking services to Vitronics in    
connection with a sale or merger of Vitronics with another entity or an         
acquisition by Vitronics of another entity. To date, Scott-Macon has discussed  
with Vitronics the potential acquisition by or merger with BTU International,   
Inc., Cookson Group plc, Conceptronic, Inc. (a subsidiary of Arguss Holdings    
Inc.), and Soltec Inc. (a subsidiary of Dover Technology which in turn is a     
subsidiary of Dover Corporation). Additional companies that are actively        
involved in reviewing Vitronics for a potential purchase or merger will also be 
included. The four companies mentioned above, and these additional companies,   
will be referred to as a target company ("Target Company").                     

  In the event that prior to the date this letter agreement terminates or is
otherwise extended, Vitronics or any portion thereof is either sold or merged   
with any Target Company or Vitronics acquires all or a portion of any Target    
Company, Vitronics will pay to Scott-Macon a fee (the "Success Fee") equal to   
the total of:                                                                   

5% of the first $2,000,000 of Transaction Value,                  
4% of the second $2,000,000 of Transaction Value,                 
3% of the third $2,000,000 of Transaction Value,                  
2% of the fourth $2,000,000 of Transaction Value, and             
1% of Transaction Value in excess of $8,000,000.                  

 As used herein, "Transaction Value" shall be the fair market value of the
consideration paid, namely the amount of cash and/or assets and the value of any
equity and/or debt issued, raised, assumed or forgiven in completing the        
transaction, plus any contingent payment used in the transaction when the       
contingent payment is paid. Transaction Value shall exclude the value of any    
employment agreement entered into by James J. Manfield, Jr. and any other       
employment agreements as a result of a transaction. The Success Fee shall be    
paid to Scott-Macon by bank wire or certified check at the time of Closing.     

    Should the Success Fee referred to above be paid to Scott-Macon by Vitronics
as a result of the completion of a partial (at least 40%) merger with or        
acquisition of a Target Company, and Vitronics subsequently merges with or      
acquires the remaining portion of the Target Company within twenty four months  
of the initial partial merger or acquisition, Scott-Macon will be paid an       
additional fee calculated by applying the Success Fee outlined above to a new   
Transaction Value inclusive of the original and newly acquired portion, but     
giving credit for the initial Success Fee paid to Scott-Macon.                  

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Vitronics will pay for all reasonable out-of-pocket expenses incurred by
Scott-Macon in connection with its retention by Vitronics. Normal out-of-pocket 
expenses include, but are not limited to, travel, hotel, meals, telephone and   
telefax charges, postage, express mail and messenger charges, and copying and   
printing charges. Any professionals such as legal or accounting retained by     
Vitronics will be paid directly by Vitronics to the firms involved. Scott-Macon 
will obtain from Vitronics prior approval on individual expenses which exceed   
one thousand dollars ($1,000). In addition, Scott-Macon will obtain from        
Vitronics prior approval on all expenses when the cumulative expenses reach     
$5,000. Scott-Macon shall submit periodic invoices for reimbursable expenses.   

   This agreement shall continue for a period of eight months from the signing
of this agreement. However, if an agreement covering a specific transaction is  
being actively negotiated at the expiration of the eight-month period, this     
agreement will be extended after the expiration of the eight month period until 
that transaction is completed or the negotiations cease.                        

In connection with engagements such as this, it is our firm's policy to 
receive indemnification and contribution. Therefore:                            

1.  The Company agrees to indemnify and hold harmless Scott-Macon, its  
     affiliates and their respective directors, officers, employees, owners,
   agents and controlling persons (each an "Indemnified Party") from and
   against any and all losses, claims, damages and liabilities, joint or
      several, to which any Indemnified Party may become subject in connection
       with or arising out of or relating to the engagement of Scott-Macon under
this letter agreement, or any actions taken or omitted, services  
    performed or matters contemplated by or in connection with this letter
     agreement, and to reimburse each Indemnified Party promptly upon demand
     for expenses (including fees and expenses of legal counsel) as they are
  incurred in connection with the investigation of, preparation for or
      defense of any pending or threatened claim, or any litigation proceeding
or other action in respect thereof, including any amount paid in  
       settlement of any litigation or other action (commenced or threatened) to
       which the Company shall have consented in writing (such consent not to be
       unreasonably withheld, considering, among other things, the best interest
  of the Company), whether or not any Indemnified Party is a party and
    whether or not liability resulted; provided, however, that the Company
shall not be liable under the foregoing indemnity agreement to an 
     Indemnified Party in respect of any loss, claim, damage or liability to
the extent that a court having competent jurisdiction shall have  
       determined by a final judgement (not subject to further appeal) that such
  loss, claim, damage or liability resulted primarily from the willful
misfeasance or gross negligence of such Indemnified Party.        

    2.  An Indemnified Party shall accept legal counsel of the Company, provided
       that such counsel is reasonably satisfactory to the Indemnified party, to
     conduct the defense and all related matters in connection with any such
litigation, proceeding or other action. The Company shall pay the 
       reasonable fees and expenses of such legal counsel and such counsel shall
     to the fullest extent consistent with its professional responsibilities
cooperate with the Company and any legal counsel designated by the
Company.                                                          

3.  In the event that the indemnity provided for in paragraphs 1 and 2  
 hereof is unavailable or insufficient to hold any Indemnified Party
       harmless, then the Company shall contribute to amounts paid or payable by
 an Indemnified Party in respect of such Indemnified Party's losses,
       claims, damages and liabilities as to which the indemnity provided for in
paragraphs 1 and 2 hereof is unavailable (i) in such proportion as
      appropriately reflects the relative benefits received by the Company, on
the one hand, and such Indemnified Party, on the other hand, in   
     connection with the matters as to which such losses, claims, damages or
  liabilities relate, or (ii) if the allocation provided by clause (i)
above is not permitted by applicable law, in such proportion as   
  appropriately reflects not only the relative benefits referred to in
     clause (i) but also the relative fault of the Company, on the one hand,
and such Indemnified Party on the other hand as well as           

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   any other equitable considerations. The amount paid or payable by the
     party in respect of losses, claims, damages and liabilities referred to
     above shall be deemed to include any reasonable legal or other fees and
       expenses incurred in defending any litigation, proceeding or other action
      or claim. Notwithstanding the provisions hereof, the Indemnified Parties
       shall not be required to contribute any amount in excess of the amount of
     fees actually received by Scott-Macon during the previous twelve months
under this letter agreement (excluding the amounts received as    
reimbursement of expenses incurred by Scott-Macon).               

4.  It is understood and agreed that, in connection with Scott-Macon's  
  engagement by the Company, Scott-Macon or its affiliates may also be
engaged to act for the Company or it's affiliates in one or more  
additional capacities, and that the terms of any such additional  
    engagement may be embodied in one or more separate written agreements.
       These Indemnification Provisions shall apply to the engagement under this
letter agreement and to any such additional engagement and any    
modification of such additional engagement.                       

  5.  These Indemnification Provisions shall remain in full force and effect
whether or not any of the transactions contemplated by the Letter 
      Agreement are consummated and shall survive the expiration of the period
     of the Letter Agreement, and shall be in addition to any liability that
 the Company might otherwise have to any Indemnified Party under the
Letter Agreement or otherwise.                                    

This agreement may only be modified in writing.                         

   If the foregoing correctly reflects our agreement, will you kindly indicate
your acceptance by signing, dating and returning the enclosed copy of this      
agreement, retaining the original for your files.                               

                     Very truly yours,
                     SCOTT-MACON, LTD.

                          /s/  Robert B. Dimmitt
                     Managing Director

AGREED TO AND ACCEPTED:                                                         

VITRONICS CORPORATION                                                           

BY: /s/__James J. Manfield, Jr.                                                 

TITLE: Chairman and CEO                                                         

DATE: August 11, 1997                                                           

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                                                                        ANNEX II

[LOGO]

                         September 3, 1997

Board of Directors                                                              
Vitronics Corporation                                                           
4 Forbes Road                                                                   
Newmarket Industrial Park                                                       
Newmarket, NH 03857                                                             

Gentlemen:                                                                      

    You have requested our opinion as to the fairness, from a financial point of
view, of the per share consideration to be received by the holders of common    
stock, par value $0.01 per share (the "Common Stock") of Vitronics Corporation  
(the "Company") in connection with the proposed tender offer for the Common     
Stock and subsequent acquisition of the Company by Intermediate, Inc. (the      
"Purchaser"), a wholly-owned subsidiary of Dover Technologies International,    
Inc. (the "Parent").                                                            

The terms of the tender offer and acquisition are to be set forth in the
Agreement and Plan of Merger by and among the Company, the Purchaser and the    
Parent (the "Agreement"). Our opinion is based on the terms of the latest draft 
of the Agreement dated September 3, 1997 which, as of the date of this opinion, 
has not yet been executed. Subject to the terms and conditions in the Agreement,
in the tender offer, each issued and outstanding share of Common Stock validly  
tendered and not withdrawn will be purchased by the Purchaser for cash          
consideration, without interest, of $1.90 net to the seller, and in the event   
the acquisition is consummated, each issued and outstanding share of Common     
Stock shall be converted into the right to receive cash, without interest, in   
the amount of $1.90 net to the seller. The capitalized terms used herein but not
defined shall have the meanings ascribed to such terms in the Agreement.        

In connection with this opinion, we have reviewed, among other things:  

1.  The Agreement;                                                      

2.  Vitronics Corporation Annual Report for the years ended December 31,
1994, 1995 and 1996;                                                            

  3.  Vitronics Corporation Form 10-K for the years ended December 31, 1994,
1995, and 1996;                                                                 

   4.  Vitronics Corporation Quarterly Report Form 10-Q for the quarters ended
September 30, 1996, March 31, 1997 and June 30, 1997;                           

   5.  Projections prepared by Vitronics Corporation management for five years
ending December 31, 2002;                                                       

  We also have held discussions with members of the senior management of the
Company regarding past and current business operations, financial condition and 
future prospects of the Company. In addition, we have reviewed the reported     
price and trading activity for the Common Stock, compared certain financial and 
stock market information for the Company with similar information for certain   
other companies the securities of which are publicly traded and performed such  
other studies and analyses as we considered appropriate.                        

 In connection with our review, we relied without independent verification
upon the accuracy and completeness of all of the financial and other information
reviewed by us for the purposes of this opinion. With respect to the financial  
forecasts, we assumed, with your consent, that they have been reasonably        
prepared on a basis reflecting the best currently available estimates and       
judgements of the management of the Company. We have also assumed, without      
having responsibility for independent verification, that the statements made to 
us by the management of the Company are true and correct.                       

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We have not made an independent valuation or appraisal of the assets and
liabilities of the Company. We have been advised as to all legal and tax matters
by legal counsel and tax advisors to the Company upon whom we relied.           

This opinion letter is for the information and benefit of the Board of  
Directors of the Company in connection with its consideration of the Merger. A  
description of this opinion may be included in the proxy statement and may be   
referred to in other filings with the Securities and Exchange Commission        
pertaining to this subject matter, but only if in each case a copy of the report
or opinion in its entirety is also included. Any such description will be       
submitted to Scott-Macon Securities, Inc. ("Scott-Macon") for our review and    
approval prior to its release. Our opinion may not be used for any other purpose
or otherwise reproduced, disseminated, quoted, or referred to at any time, in   
any manner or for any purpose without our prior written consent. Our opinion is 
not intended to be and will not constitute a recommendation to any holder of    
Common Stock of the Company as to whether such stockholder should vote for the  
proposed transaction.                                                           

Scott-Macon, Ltd., an affiliate of Scott-Macon, has acted as financial  
advisor to the Company in connection with this transaction and will receive a   
fee for its services. Scott-Macon has received a fee in connection with this    
opinion. In the past, Scott-Macon, Ltd. and its affiliates have separately      
performed certain investment banking services for the Company and received fees 
customary for such services.                                                    

  Based upon and subject to the foregoing, we are of the opinion on the date
hereof that the consideration to be received by the holders of Common Stock is  
fair from a financial point of view.                                            

                 Very truly yours,

                            SCOTT-MACON SECURITIES, INC.

                 Jeffrey M. Tepper

                 Managing Director

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                                                                       ANNEX III

SECTIONS 86 TO 98 OF MASSACHUSETTS BUSINESS CORPORATION LAW 

 86     RIGHT OF APPRAISAL.  If a corporation proposes to take a corporate
action as to which any section of this chapter provides that a stockholder who  
objects to such action shall have the right to demand payment for his shares and
an appraisal thereof, sections eighty-seven to ninety-eight, inclusive, shall   
apply except as otherwise specifically provided in any section of this chapter. 
Except as provided in sections eighty-two and eighty-three, no stockholder shall
have such right unless (1) he files with the corporation BEFORE THE TAKING OF   
THE VOTE OF THE SHAREHOLDERS ON SUCH CORPORATE ACTION, written objection to the 
proposed action STATING THAT HE INTENDS TO DEMAND PAYMENT FOR HIS SHARES IF THE 
ACTION IS TAKEN and (2) his shares are not voted in favor of the proposed       
action.                                                                         

  87     NOTICE OF STOCKHOLDERS MEETING TO CONTAIN STATEMENT AS TO APPRAISAL
RIGHTS.  The notice of the meeting of stockholders at which the approval of such
proposed action is to be considered shall contain a statement of the rights of  
objecting stockholders. The giving of such notice shall not be deemed to create 
any rights in any stockholder receiving the same to demand payment for his      
stock, and the directors may authorize the inclusion in any such notice of a    
statement of opinion by the management as to the existence or non-existence of  
the right of the stockholders to demand payment for their stock on account of   
the proposed corporate action. The notice may be in such form as the directors  
or officers calling the meeting deem advisable, but the following form of notice
shall be sufficient to comply with this section:                                

"If the action proposed is approved by the stockholders at the      
meeting and effected by the corporation, any stockholder (1) who    
files with the corporation BEFORE THE TAKING OF THE VOTE ON THE     
APPROVAL OF SUCH ACTION, WRITTEN OBJECTION TO THE PROPOSED ACTION   
STATING THAT HE INTENDS TO DEMAND PAYMENT FOR HIS SHARES IF THE     
ACTION IS TAKEN AND (2) WHOSE SHARES ARE NOT VOTED IN FAVOR OF SUCH 
ACTION HAS OR MAY HAVE THE RIGHT TO DEMAND IN WRITING FROM THE      
CORPORATION (OR, IN THE CASE OF A CONSOLIDATION OR MERGER, THE NAME 
OF THE RESULTING OR SURVIVING CORPORATION SHALL BE INSERTED), WITHIN
TWENTY DAYS AFTER THE DATE OF MAILING TO HIM OF NOTICE IN WRITING   
THAT THE CORPORATE ACTION HAS BECOME EFFECTIVE, PAYMENT FOR HIS     
SHARES AND AN APPRAISAL OF THE VALUE THEREOF. Such corporation and  
any such stockholder shall in such cases have the rights and duties 
and shall follow the procedure set forth in sections 88 to 98,      
inclusive, of chapter 156B of the General Laws of Massachusetts."   

88     NOTICE TO OBJECTING STOCKHOLDER THAT CORPORATE ACTION HAS BECOME 
EFFECTIVE.  The corporation taking such action, or in the case of a merger or   
consolidation the surviving or resulting corporation, shall, within ten days    
after the date on which such corporate action became effective, notify each     
stockholder who filed written objection MEETING THE REQUIREMENTS OF SECTION     
EIGHTY-SIX AND WHOSE SHARES WERE NOT VOTED IN FAVOR OF THE APPROVAL OF SUCH     
ACTION, THAT THE ACTION APPROVED AT THE MEETING OF THE CORPORATION OF WHICH HE  
IS A STOCKHOLDER HAS BECOME EFFECTIVE. THE GIVING OF SUCH NOTICE SHALL NOT BE   
DEEMED TO CREATE ANY RIGHTS IN ANY STOCKHOLDER RECEIVING THE SAME TO DEMAND     
PAYMENT FOR HIS STOCK. The notice shall be sent by registered or certified mail,
addressed to the stockholder at his last known address as it appears in the     
records of the corporation.                                                     

   89     DEMAND FOR PAYMENT BY OBJECTING STOCKHOLDER.   If within twenty days
after the date of mailing a notice under subsection (e) of section eighty-two,  
subsection (f) of section eighty-three, or section eighty-eight ANY STOCKHOLDER 
TO WHOM THE CORPORATION WAS REQUIRED TO GIVE SUCH NOTICE SHALL demand in writing
from the corporation taking such action, or in the case of a consolidation or   
merger from the resulting or surviving corporation, payment for his stock, the  
corporation upon which such demand is made shall pay to him the fair value of   
his stock within thirty days after the expiration of the period during which    
such demand may be made.                                                        

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90    DETERMINATION OF VALUE OF STOCK BY SUPERIOR COURT.  If during the 
period of thirty days provided for in section eighty-nine the corporation upon  
which such demand is made and any such objecting stockholder fail to agree as to
the value of such stock, such corporation or any such stockholder may within    
four months after the expiration of such thirty-day period demand a             
determination of the value of the stock of all such objecting stockholders by a 
bill in equity filed in the superior court in the county where the corporation  
in which such objecting stockholder held stock had or has its principal office  
in the commonwealth.                                                            

  91    BILL IN EQUITY TO DETERMINE VALUE OF STOCK OF OBJECTING STOCKHOLDERS
ON FAILURE TO AGREE ON VALUE THEREOF , ETC.;  PARTIES TO BILL ETC.; SERVICE OF  
BILL ON CORPORATION; NOTICE TO STOCKHOLDER PARTIES, ETC. If the bill is filed by
the corporation, it shall name as parties respondent all stockholders who have  
demanded payment for their shares and with whom the corporation has not reached 
agreement as to the value thereof. If the bill is filed by a stockholder, he    
shall bring the bill in his own behalf and in behalf of all other stockholders  
who have demanded payment for their shares and with whom the corporation has not
reached agreement as to the value thereof, and service of the bill shall be made
upon the corporation by subpoena with a copy of the bill annexed. The           
corporation shall file with its answer a duly verified list of all such other   
stockholders, and such stockholders shall thereupon be deemed to have been added
as parties to the bill. The corporation shall give notice in such form and      
returnable on such date as the court shall order to each stockholder party to   
the bill by registered or certified mail, addressed to the last known address of
such stockholder as shown in the record of the corporation, and the court may   
order such additional notice by publication or otherwise as it deems advisable. 
Each stockholder who makes demand as provided in section eighty-nine shall be   
deemed to have consented to the provisions of this section relating to notice,  
and the giving of notice by the corporation to any such stockholder in          
compliance with the order of the court shall be a sufficient service of process 
on him. Failure to give notice to any stockholder making demand shall not       
invalidate the proceedings as to other stockholders to whom notice was properly 
given, and the court may at any time before the entry of a final decree make    
supplementary orders of notice.                                                 

  92    BILL IN EQUITY TO DETERMINE VALUE OF STOCK OF OBJECTING STOCKHOLDERS
ON FAILURE TO AGREE ON VALUE THEREOF, ETC.; ENTRY OF DECREE DETERMINING VALUE OF
STOCK; DATE ON WHICH VALUE IS TO BE DETERMINED. After hearing the court shall   
enter a decree determining the fair value of the stock of those stockholders who
have become entitled to the valuation of and payment for their shares, and shall
order the corporation to make payment of such value, together with interest, if 
any, as hereinafter provided, to the stockholders entitled thereto upon the     
transfer by them to the corporation of the certificates representing such stock 
IF CERTIFICATED OR IF UNCERTIFICATED, UPON RECEIPT OF AN INSTRUCTION            
TRANSFERRING SUCH STOCK TO THE CORPORATION. For this purpose, the value of the  
shares shall be determined as of the day preceding the date of the vote         
approving the proposed corporate action and shall be exclusive of any element of
value arising from the expectation or accomplishment of the proposed corporate  
action.                                                                         

  93    BILL IN EQUITY TO DETERMINE VALUE OF STOCK OF OBJECTING STOCKHOLDERS
ON FAILURE TO AGREE ON VALUE THEREOF, ETC.; COURT MAY REFER BILL, ETC., TO      
SPECIAL MASTER TO HEAR PARTIES, ETC.   The court in its discretion may refer the
bill or any question arising thereunder to a special master to hear the parties,
make findings and report the same to the court, all in accordance with the usual
practice in suits in equity in the superior court.                              

  94    BILL IN EQUITY TO DETERMINE VALUE OF STOCK OF OBJECTING STOCKHOLDERS
ON FAILURE TO AGREE ON VALUE THEREOF, ETC.; STOCKHOLDER PARTIES MAY BE REQUIRED 
TO SUBMIT THEIR STOCK CERTIFICATES FOR NOTATION THEREON OF PENDENCY OF BILL,    
ETC.   On motion the court may order stockholder parties to the bill to submit  
their certificates of stock to the corporation for notation thereon of the      
pendency of the bill, and MAY ORDER THE CORPORATION TO NOTE SUCH PENDENCY IN ITS
RECORDS WITH RESPECT TO ANY UNCERTIFICATED SHARES HELD BY SUCH STOCKHOLDER      
PARTIES, and may on motion dismiss the bill as to any stockholder who fails to  
comply with such order.                                                         

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  95    BILL IN EQUITY TO DETERMINE VALUE OF STOCK OF OBJECTING STOCKHOLDERS
ON FAILURE TO AGREE ON VALUE THEREOF, ETC.; TAXATION OF COSTS, ETC.; INTEREST ON
AWARD, ETC.   The costs of the bill, including the reasonable compensation and  
expenses of any master appointed by the court, but exclusive of fees of counsel 
or of experts retained by any party, shall be determined by the court and taxed 
upon the parties to the bill, or any of them, in such manner as appears to be   
equitable, except that all costs of giving notice to stockholders as provided in
this chapter shall be paid by the corporation. Interest shall be paid upon any  
award from the date of the vote approving the proposed corporate action, and the
court may on application of any interested party determine the amount of        
interest to be paid in the case of any stockholder.                             

96    STOCKHOLDER DEMANDING PAYMENT FOR STOCK NOT ENTITLED TO NOTICE OF 
STOCKHOLDERS' MEETINGS OR TO VOTE STOCK OR TO RECEIVE DIVIDENDS, ETC.;          
EXCEPTIONS.   Any stockholder who has demanded payment for his stock as provided
in this chapter shall not thereafter be entitled to notice of any meeting of    
stockholders or to vote such stock for any purpose and shall not be entitled to 
the payment of dividends or other distribution on the stock (except dividends or
other distributions payable to stockholders of record at a date which is prior  
to the date of the vote approving the proposed corporate action) unless:        

 (1) A bill shall not be filed within the time provided in section
ninety;                                                                 

   (2) A bill, if filed, shall be dismissed as to such stockholder; or

        (3) Such stockholder shall with the written approval of the corporation,
or in the case of a consolidation or merger, the resulting or surviving 
   corporation, deliver to it a written withdrawal of his objections to and an
acceptance of such corporate action.                                    

NOTWITHSTANDING THE PROVISIONS OF CLAUSES (1) TO (3), INCLUSIVE, SAID   
STOCKHOLDER SHALL HAVE ONLY THE RIGHTS OF A STOCKHOLDER WHO DID NOT SO DEMAND   
PAYMENT FOR HIS STOCK AS PROVIDED IN THIS CHAPTER.                              

97    CERTAIN SHARES PAID FOR BY CORPORATION TO HAVE STATUS OF TREASURY 
STOCK, ETC.   The shares of the corporation paid for by the corporation pursuant
to the provisions of this chapter shall have the status of treasury stock or in 
the case of a consolidation or merger the shares or the securities of the       
resulting or surviving corporation into which the shares of such objecting      
stockholder would have been converted had he not objected to such consolidation 
or merger shall have the status of treasury stock or securities.                

   98    ENFORCEMENT BY STOCKHOLDER OF RIGHT TO RECEIVE PAYMENT FOR HIS SHARES
TO BE EXCLUSIVE REMEDY; EXCEPTION.   The enforcement by a stockholder of his    
right to receive payment for his shares in the manner provided in this chapter  
shall be an exclusive remedy except that this chapter shall not exclude the     
right of such stockholder to bring or maintain an appropriate proceeding to     
obtain relief on the ground that such corporate action will be or is illegal or 
fraudulent as to him.                                                           

A-III-3 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PREM14C’ Filing		Date		First		Last			Other Filings
		12/31/02		67
		11/4/98		23
		12/31/97		24
		12/1/97		2		8
		11/21/97		13		33
		11/17/97		17		50
		11/10/97		3		25			DEFM14C
		11/3/97		2		4
		11/2/97		8
Filed on:		10/29/97
		10/23/97		13		23
		10/21/97		14
		10/13/97		23
		10/7/97		13					SC 14D1/A,  SC 14F1
		10/6/97		5		24			SC 14D1/A,  SC 14D9/A
		9/30/97		21		23
		9/26/97		9		20
		9/9/97		7		24			SC 14D1,  SC 14D9
		9/3/97		2		67
		9/2/97		19
		8/18/97		53
		8/11/97		66
		7/30/97		64
		6/30/97		24		67
		6/29/97		5					10-Q
		3/31/97		24		67
		12/31/96		5		67			10-K405
		10/15/96		23					8-K
		9/30/96		67
		12/31/95		67					10-K
		1/1/95		22
		12/31/94		67					10-K/A
		1/1/94		39
		12/31/92		41
		3/2/92		21
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