Purchase and Sale Agreement (2001)Full Document 

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                           PURCHASE AND SALE AGREEMENT

                                  INTRODUCTION

         This Purchase and Sale Agreement (the "Agreement") is made and entered
into on this 21st day of December, 2000 by and among XL Vision, Inc., a Delaware
corporation (the "Company"), Safeguard Scientifics, Inc., a Pennsylvania
corporation ("SSI"), Safeguard Delaware, Inc. a Delaware corporation ("SDI", and
together with SSI, "Safeguard"), incuVest LLC, a Delaware limited liability
company ("incuVest", and together with Safeguard, the "Purchasers").

          BACKGROUND

         The Company owns shares of capital stock of eMerge Interactive, Inc.
("eMerge") and Chromavision Medical Systems, Inc. ("Chromavision") in the
amounts set forth in Item B on EXHIBIT A hereto.

         As of the date hereof, the Company owes PNC Bank, National Association
("PNC Bank") an aggregate amount of $6,034,125 (the "PNC Debt") in respect of
principal, interest and fees for indebtedness incurred under that certain
Amended and Restated Loan and Security Agreement, dated November 21, 1997, as
amended, between the Company and PNC Bank and as evidenced by that certain
Amended and Restated Revolving Note dated April 29, 1999 in the original
principal amount of $6,000,000 (the "PNC Note"). As a consequence of that
certain Amended and Restated Limited Guaranty and Suretyship Agreement entered
into by SSI, Safeguard Scientifics (Delaware), Inc. and SDI on December 30, 1998
(the "Guaranty") and that certain Amended and Restated Contribution and Sharing
Agreement dated October 31, 2000 between SSI and incuVest (the "Contribution
Agreement"), Safeguard and incuVest have agreed to guarantee the PNC Debt.

         Safeguard desires to purchase from the Company, and the Company desires
to sell to Safeguard the numbers of shares of eMerge Class A common stock and
Chromavision common stock as are identified in Item G on EXHIBIT A hereto
(collectively, the "Safeguard Acquired Shares") for a total purchase price as
identified in Item F on such EXHIBIT A (the "Safeguard Purchase Price").
incuVest desires to purchase from the Company, and the Company desires to sell
to incuVest the numbers of shares of eMerge Class A common stock and
Chromavision common stock as are identified in Item G on EXHIBIT A hereto
(collectively, the "incuVest Acquired Shares", and together with the Safeguard
Acquired Shares, the "Acquired Shares") for a total purchase price as identified
in Item F on such EXHIBIT A (the "incuVest Purchase Price", and together with
the Safeguard Purchase Price, the "Aggregate Purchase Price"). The Company
desires, and each Purchaser desires for the Company, immediately to remit the
Aggregate Purchase Price to PNC Bank in full satisfaction of the PNC Debt.


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         NOW, THEREFORE, in consideration of and on the basis of and in reliance
upon the accuracy of the representations and warranties and the performance of
the covenants and agreements set forth herein, and intending to be legally bound
hereby, the parties hereto agree as follows:

         1. Sale of Acquired Shares. Subject to the terms and conditions
hereinafter set forth, including the payment of the Safeguard Purchase Price by
Safeguard and of the incuVest Purchase Price by incuVest in accordance with
Section 2.1 below, the Company hereby sells, assigns, conveys, transfers, and
delivers to SDI the Safeguard Acquired Shares and to incuVest the incuVest
Acquired Shares.

         2. Deliveries. On the date hereof the parties shall make the following
deliveries and take the following actions:

            2.1 Payment of Purchase Price. On the date hereof on behalf of the
Company, (i) Safeguard shall pay in immediately available funds the Safeguard
Purchase Price, and (ii) incuVest shall pay in immediately available funds the
incuVest Purchase Price as provided for in this Section 2.1. As an accommodation
to the Company and in order to expeditiously effect the satisfaction of the PNC
Debt, each Purchaser covenants to direct payment on behalf of the Company of the
Aggregate Purchase Price (i.e., Safeguard, in respect of the Safeguard Purchase
Price, and incuVest, in respect of the incuVest Purchase Price) by wire transfer
of immediately available funds to PNC Bank, it being the legal intent of the
parties hereto that such payment of the Aggregate Purchase Price shall be
remitted to PNC Bank in full satisfaction of the PNC Debt. Payment of the
Aggregate Purchase Price shall be made in accordance with the payment

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