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