ASSET PURCHASE AGREEMENT





          Between:        PERCEPTRON, INC., a Michigan corporation



                          NANOOSE SYSTEMS CORPORATION, a British Columbia

                          corporation



                          TRIDENT SYSTEMS, INC., a Georgia

                          corporation                   Collectively, "Seller"



          And:            U.S. NATURAL RESOURCES, INC., a Delaware

                          corporation                                  "Buyer"



          Dated:          March 13, 2002





                                   BACKGROUND



         Buyer is engaged in the manufacture and sale of equipment used to cut,

handle and dry lumber. Seller, through its Forest Products Business Unit (the

"FPBU"), is engaged in the manufacture and sale of scanning equipment and

related automation software used to optimize the lumber cutting process. This

Asset Purchase Agreement sets forth the terms under which Seller will sell and

Buyer will purchase substantially all of the assets of the FPBU.





                                    AGREEMENT



                                SECTION 1. ASSETS



     1.1 Purchased Assets. Seller hereby sells, assigns, and delivers to Buyer,

and Buyer hereby purchases and accepts from Seller, as of the Closing (as

defined in Section 3.1), all of Seller's rights, title and interests in and to

all of the assets owned by Seller which are associated primarily with the FPBU,

other than Excluded Assets (collectively, the "Assets"). The Assets exclude the

Excluded Assets described in Section 1.2. The Assets include without limitation

the assets described below:



         1.1.1 Accounts Receivable. Accounts receivable (representing monies

owed on delivered goods or services) as of the Closing Date, including billed

and unbilled amounts, and related security and collateral, as identified in

Disclosure Schedule 1.1.1 (which is a listing as of February 28, 2002 and which

will subsequently be updated through the Closing Date), but excluding all

accounts receivable from Syst-M and Mac Equipment (the "Accounts Receivable");



         1.1.2 Inventory. Inventories as of the Closing Date of raw materials,

work-in-process, finished goods, components, spare parts, supplies and

packaging, held by the FPBU in the ordinary course of its business, excluding

inventory sold after the date of this Agreement and prior to the Closing in the

ordinary course of business, as identified in Disclosure Schedule 1.1.2 (which

is a listing as of February 22, 2002 for Inventory in East Point, Georgia; as of

February 23, 2002 for







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Inventory in Plymouth Meeting, Pennsylvania; as of February 24, 2002 for

Inventory in Plymouth, Michigan; and as of February 25, 2002 for Inventory in

Parksville and Coquitlam, British Columbia; and which will subsequently be

updated through the Closing Date) (the "Inventory");



         1.1.3 Furniture and Equipment. Tangible personal property, including

machinery, shop equipment, tooling, jigs, fixtures, tools, shop supplies,

shelving and racking, furniture, office equipment, computers, printers and

office supplies used by or in the operation of the FPBU, as identified in

Disclosure Schedule 1.1.3, as well as any other tangible personal property owned

by Seller which, as of the Closing Date, is located on or about the premises

leased by Seller in Portland, Oregon; East Point, Georgia; Plymouth Meeting,

Pennsylvania; Parksville, British Columbia; Coquitlam, British Columbia; and

Montreal, Quebec or is in the possession of Seller's employees who are

associated primarily with the FPBU;



         1.1.4 Reserved.



         1.1.5 Assumed Contracts. Seller's interest in the contracts associated

primarily with the FPBU, as identified in Disclosure Schedule 1.1.5 (the

"Assumed Contracts"), together with all rights, privileges, claims, demands,

refunds and indemnifications in favor of Seller under the Assumed Contracts, but

excluding the contracts identified under Section 1.2.5 (the "Excluded

Contracts"). To the extent that Seller's rights under any Assumed Contract may

not be assigned without the consent of another person which has not been

obtained, this Agreement shall not constitute an agreement to assign the same if

an attempted assignment would constitute a breach thereof or be unlawful, and

Seller and Buyer shall use their reasonable efforts to obtain any such required

consent(s) as promptly as possible. If any such consent shall not be obtained or

if any attempted assignment would be ineffective or would impair Buyer's rights

under the Assumed Contract in question so that Buyer would not in effect acquire

the benefit of all such rights, Seller, to the maximum extent permitted by law

and the Assumed Contract, shall act after the Closing as Buyer's agent in order

to obtain for Buyer the benefits thereunder and shall cooperate, to the maximum

extent permitted by law and the Assumed Contract, with Buyer in any other

reasonable arrangement designed to provide such benefits to Buyer and Buyer

shall reimburse Seller for the costs incurred by Seller in providing such

benefits to Buyer and in complying with the terms of the Assumed Contract which

Buyer would have incurred directly if the Assumed Contract were to be assigned

to Buyer. The parties have attempted to identify all existing contracts

associated with the FPBU and to classify each contract either as an Assumed

Contract or an Excluded Contract. After the Closing, if Seller or Buyer becomes

aware of any contract associated with the FPBU, which is not identified as an

Assumed Contract or an Excluded Contract, the discovering party will promptly

provide the other party with a copy of the contract, together with an

explanation of the circumstances of discovery. Seller will thereafter provide

Buyer such additional information about the contract as may be reasonably

requested by Buyer. Within 30 days after its provision or receipt of the notice,

Buyer may, by written notice to Seller, agree to assume the contract, in which

case it will become an Assumed Contract; otherwise it will become an Excluded

Contract;



         1.1.6 Leases. Seller's interests as tenant or lessee under the leases

of real property which are identified in Disclosure Schedule 1.1.6 (the

"Leases");







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         1.1.7 Leasehold Improvements. Seller's interests in all leasehold

improvements and fixtures on the real property that is the subject of the

Leases, as identified in Disclosure Schedule 1.1.7 (the "Leasehold

Improvements");



         1.1.8 Prepaid Items. Credits, prepaid expenses, advance payments,

security deposits and other prepaid items, together with related security

interests granted by the third parties holding the prepaid items, as identified

in Disclosure Schedule 1.1.8 (the "Prepaid Items");



         1.1.9 Marketing Materials. Marketing and product brochures, sales

literature, installation and user guides and manuals, telephone lines and

numbers, internet domain names and sites, public advertising, and any other

advertising and promotional materials associated primarily with the FPBU, and

including associated copyrights, as identified in Disclosure Schedule 1.1.9;



         1.1.10 Trademarks. The trademarks identified in Disclosure Schedule

1.1.10 (the "Trademarks") and the trademark licenses set forth in Section 1.3;



         1.1.11 Intellectual Property. (a) All patents, patent applications,

inventions (regardless of whether patentable), invention disclosures,

improvements, trade secrets, proprietary information, proprietary processes or

formulae, manufacturing and process information, business plans, franchises,

market research, customer lists and information, credit information, licenses,

know how, technology, technical data, specifications, test data, and all

documentation relating to any of the foregoing; (b) documentation,

specifications, user manuals, designs, drawings, promotional literature,

marketing documents, and other literary works; (c) software, including both

source code (i.e., human readable) and object code (i.e., machine readable),

together with any associated compilers and programming guides; and (d) all

documentation related to any of the foregoing, in each case used exclusively in

the conduct of the FPBU, as identified in Disclosure Schedule 1.1.11

(collectively, the "Intellectual Property"), and the intellectual property

licenses set forth in Section 1.4 (subject to the limitations set forth in

Section 1.4.);



         1.1.12 Sensors. All rights to manufacture, sell and service ultrasound

and ultrasonic sensors which are based on intellectual property acquired by

Seller from Sonic Technologies, Inc. and Sonic Industries, Inc. (the "Sonic

Sensors"), including all Intellectual Property in connection therewith, except

for the right to manufacture, sell, and service sensors based on U.S. Patent No.

5,613,493 "Ultrasonic Apparatus and Method for Measuring Animal Backfat"

(Issued: March 25, 1997) and U.S. Patent No. 6,012,332 "Ultrasonic Apparatus and

Method for Measuring Animal Backfat" (Issued January 11, 2000) (the "A-Scan

sensors"), which A-Scan sensors and the two foregoing patents shall be

considered Excluded Assets;



         1.1.13 Books and Records. All books, records, papers, files, and

documents (whether in hard copy or computer format) that relate primarily to any

of the Assets or to the FPBU, including employee files, correspondence, data

processing records, engineering information, customer lists, files and records,

advertising and marketing data and records, designs, drawings, credit reports,

and other data relating primarily to the Assets or the FPBU, covering such

information to which Seller is a party but excluding third party information

unless Buyer agrees to be bound by any confidentiality agreement with respect to

such information to which Seller is a party and only with the permission of said

third party if such permission is required (the "Books and Records"). Seller may

retain a copy of all Books and Records;





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         1.1.14 Customer Lists. Customer lists, distributor lists, supplier

lists, open bid and quotation documents, sales records and files, and completed

contract documents, maintenance and warranty records, databases and data

collections and other confidential or proprietary business information in the

possession, custody or control of Seller regarding the Assets or the FPBU (the

"Customer Lists");



         1.1.15 Warranties. All rights under all warranties, representations,

guarantees and indemnifications related to the Assets made by third parties, as

identified in Disclosure Schedule 1.1.15 (the "Warranties");



         1.1.16 Permits and Licenses. All rights, title and interests of Seller

in all permits, licenses, franchises, certificates of occupancy, variances,

exemptions, easements and other governmental authorizations, consents, waivers,

registrations and approvals with respect to the operation of the Assets or the

FPBU (the "Permits"), to the full extent the same may be assigned and

transferred to Buyer, as identified in Disclosure Schedule 1.1.16; and



         1.1.17 Goodwill. All other goodwill and general intangibles of the

Seller related exclusively to the Assets or the FPBU (the "Goodwill").



     The Assets will be transferred and conveyed to Buyer at the Closing in the

condition existing on the date of this Agreement, subject to additional

reasonable wear and tear through the date of the Closing, by bill of sale and

other necessary documents of transfer. The Assets will be transferred and

conveyed to Buyer free and clear of all liens, charges, encumbrances, debts,

liabilities and obligations whatsoever, except for the Assumed Liabilities (as

defined in Section 2.1).



     1.2 Excluded Assets. Except as otherwise provided in this Agreement, the

Assets will not include any of the assets of Seller that are not associated

primarily with the FPBU or any of the following described assets which may be

associated primarily with the FPBU but are excluded nevertheless (collectively,

"Excluded Assets"):



         1.2.1 Cash. All of Seller's cash and cash equivalents;



         1.2.2 Deferred Income Taxes. All receivables and credits attributable

to Seller's income taxes;



         1.2.3 Subsidiaries. The capital stock of Nanoose Systems Corporation

and of Trident Systems, Inc. and any other interests in any direct or indirect

subsidiaries of Seller;



         1.2.4 Sensors. The rights to manufacture A-Scan, LASAR, TriCam and

Transverse TriCam sensors and related software, intellectual property and other

assets (the "Non-Sonic Sensors") using confidential and proprietary information

or intellectual property belonging to Seller, except as specifically provided in

this Agreement and the Ancillary Agreements (each of which is identified in

Section 4.1.6);



         1.2.5 Excluded Contracts. The Excluded Contracts identified in

Disclosure Schedule 1.2.5;





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         1.2.6 Excluded Accounts. Accounts receivable from Syst-M and Mac

Equipment;



         1.2.7 Trademarks. The rights in trademarks reserved to Seller under

Section 1.3.1 and 1.3.3; and



         1.2.8 Intellectual Property. The rights in the Intellectual Property

and other intellectual property reserved to Seller under Section 1.4.



     1.3 Trademarks. The following provisions apply with respect to Trademarks

and other trademarks of Seller which are used by the FPBU:



         1.3.1 Non-FPBU Trademarks. Seller owns and will continue to own, to the

exclusion of Buyer, all of its trademarks not associated primarily with the

FPBU, other than with respect to the trademark "Perceptron" which is covered

under Sections 1.3.3 and 1.3.5 and with respect to the trademarks "TriCam" and

"LASAR" which are covered under Sections 1.3.4 and 1.3.5.



         1.3.2 FPBU Trademarks. Seller hereby grants to Buyer, and Buyer hereby

accepts, an exclusive, fully-paid and perpetual license in and to the Trademarks

in all countries where such rights exist, including any and all rights of

enforcement with respect thereto, all rights to sue or recover for the

infringement thereof, and any and all causes of action related thereto. The

Trademarks are identified in Disclosure Schedule 1.1.10.



         1.3.3 Trademark "Perceptron." Seller owns and will continue to own all

right, title and interests in the trademark "Perceptron," subject to the license

set forth in this Section 1.3.3. Seller hereby grants to Buyer a non-exclusive,

fully-paid license in and to the trademark "Perceptron" in all countries where

such rights exist. This license will expire on the second anniversary of the

Closing, after which Buyer will have no further rights of use. Buyer's use of

the Trademark "Perceptron" during the two-year period shall be subject to the

following provisions:



                  (a) Buyer can only use the trademark "Perceptron" in

         connection with the words "Forest Products" or in connection with

         Buyer's business name in a manner which indicates that Buyer is

         conducting business under the name "Perceptron" and does not indicate

         that such business is a stand-alone company or affiliated with Seller.

         Acceptable uses would include "USNR-Perceptron," "Perceptron-USNR,"

         "Perceptron Forest Products" and such other uses on which the parties

         may agree, which agreement will not be unreasonably withheld;



                  (b) The logos associated with Seller's use of the trademark

         "Perceptron" during the two years prior to the Closing Date will not be

         used by Buyer; and

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