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<SEC-DOCUMENT>0000891836-01-500094.txt : 20010523
<SEC-HEADER>0000891836-01-500094.hdr.sgml : 20010523
ACCESSION NUMBER:		0000891836-01-500094
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20010522
GROUP MEMBERS:		KONINKLIJKE PHILIPS ELECTRONICS NV
GROUP MEMBERS:		PHILIPS BUSINESS ELECTRONICS I

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FEI CO
		CENTRAL INDEX KEY:			0000914329
		STANDARD INDUSTRIAL CLASSIFICATION:	LABORATORY ANALYTICAL INSTRUMENTS [3826]
		IRS NUMBER:				930621989
		STATE OF INCORPORATION:			OR
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		
		SEC FILE NUMBER:	005-49649
		FILM NUMBER:		1645777

	BUSINESS ADDRESS:	
		STREET 1:		7451 NE EVERGREEN PWY
		CITY:			HILLSBORO
		STATE:			OR
		ZIP:			97124-5830
		BUSINESS PHONE:		5036901500

	MAIL ADDRESS:	
		STREET 1:		7451 NE EVERGREEN PARKWAY
		CITY:			HILLSBORO
		STATE:			OR
		ZIP:			97124

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			KONINKLIJKE PHILIPS ELECTRONICS NV
		CENTRAL INDEX KEY:			0000313216
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600]
		STATE OF INCORPORATION:			P7
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		REMBRANDT TOWER AMSTELPLEIN 1
		STREET 2:		1096 HA AMSTERDAM
		CITY:			THE NETHERLANDS

	MAIL ADDRESS:	
		STREET 1:		REMBRANDT TOWER AMSTELPLEIN 1
		STREET 2:		1096 HA AMSTERDAM
		CITY:			THE NETHERLANDS

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PHILIPS ELECTRONICS N V
		DATE OF NAME CHANGE:	19930727
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>sc297197.htm
<DESCRIPTION>SCHEDULE 13D, AMENDMENT NO. 5
<TEXT>

<HTML>
<HEAD>
<TITLE>
Amendment No. 5
</TITLE>
</HEAD>
<BODY>

<CENTER>
                                 UNITED STATES<BR>
                       SECURITIES AND EXCHANGE COMMISSION<BR>
                             Washington, D.C. 20549<BR>
<BR>
<BR>
                                 SCHEDULE 13D/A<BR>
                    Under the Securities Exchange Act of 1934<BR>
<BR>
<BR>
                                (Amendment No. 5)<BR>
<BR>
                                   FEI COMPANY
<HR SIZE=1 NOSHADE>
                                (Name of Issuer)<BR>
<BR>
<BR>
                                  Common Stock
<HR SIZE=1 NOSHADE>
                         (Title of Class of Securities)<BR>
<BR>
<BR>
                                    30241L109
<HR SIZE=1 NOSHADE>
                                 (CUSIP Number)<BR>
<BR>
<BR>
                               Andrew D. Soussloff<BR>
                               Sullivan &amp; Cromwell<BR>
                                125 Broad Street<BR>
                            New York, New York 10004<BR>
                                 (212) 558-4000
<HR SIZE=1 NOSHADE>
            (Name, Address and Telephone Number of Person Authorized<BR>
                     to Receive Notices and Communications)<BR>
<BR>
<BR>
                                  May 22, 2001
<HR SIZE=1 NOSHADE>
             (Date of Event Which Requires Filing of this Statement)
</CENTER>

<P>
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of &sect;&sect;240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box [ ].
</P>

<PAGE>

<BR><BR>

<HR SIZE=1 NOSHADE>
<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR>
<TD WIDTH=30% ALIGN=LEFT>CUSIP NO.&nbsp;30241L109</TD>
<TD WIDTH=55%>&nbsp;&nbsp;</TD>
<TD WIDTH=15% ALIGN=RIGHT>PAGE&nbsp;2&nbsp;of&nbsp;17&nbsp;PAGES</TD>
</TR>
</TABLE>
<HR SIZE=1 NOSHADE>
<BR><BR><BR>

<PRE>
<U>                                                                                </U>
1.   NAME OF REPORTING PERSON
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

     Koninklijke Philips Electronics N.V. (Royal Philips Electronics)
<U>                                                                                </U>
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                   (a)  [X]
     (SEE INSTRUCTIONS)                                                 (b)  [ ]
<U>                                                                                </U>
3.   SEC USE ONLY
<U>                                                                                </U>
4.   SOURCE OF FUNDS (SEE INSTRUCTIONS)                          Not applicable
<U>                                                                                </U>
5.   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
     IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)                              [ ]
<U>                                                                                </U>
6.   CITIZENSHIP OR PLACE OF ORGANIZATION                        The Netherlands
<U>                                                                                </U>
                     7.  SOLE VOTING POWER                                     0
 NUMBER OF           <U>                                                           </U>
 SHARES              8.  SHARED VOTING POWER                          8,111,211*
 BENEFICIALLY        <U>                                                           </U>
 OWNED BY            9.  SOLE DISPOSITIVE POWER                                0
 EACH                <U>                                                           </U>
 REPORTING           10. SHARED DISPOSITIVE POWER                     8,111,211*
 PERSON WITH
<U>                                                                                </U>
11.  AGGREGATE AMOUNT BENEFICIALLY OWNED
     BY EACH REPORTING PERSON                                         8,111,211*

<U>                                                                                </U>
12.  CHECK IF THE AGGREGATE AMOUNT IN
     ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)                     [ ]
<U>                                                                                </U>
13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                   25.5%*
<U>                                                                                </U>
14.  TYPE OF REPORTING PERSON                                                 CO
<U>                                                                                </U>
* See Items 3, 4 and 5.
</PRE>

<PAGE>

<BR><BR>

<HR SIZE=1 NOSHADE>
<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR>
<TD WIDTH=30% ALIGN=LEFT>CUSIP NO.&nbsp;30241L109</TD>
<TD WIDTH=55%>&nbsp;&nbsp;</TD>
<TD WIDTH=15% ALIGN=RIGHT>PAGE&nbsp;3&nbsp;of&nbsp;17&nbsp;PAGES</TD>
</TR>
</TABLE>
<HR SIZE=1 NOSHADE>
<BR><BR><BR>

<PRE>
<U>                                                                                </U>
1.   NAME OF REPORTING PERSON
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

     Philips Business Electronics International B.V.
<U>                                                                                </U>
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                   (a)  [X]
     (SEE INSTRUCTIONS)                                                 (b)  [ ]
<U>                                                                                </U>
3.   SEC USE ONLY
<U>                                                                                </U>
4.   SOURCE OF FUNDS (SEE INSTRUCTIONS)                           Not applicable
<U>                                                                                </U>
5.   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
     IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)                              [ ]
<U>                                                                                </U>
6.   CITIZENSHIP OR PLACE OF ORGANIZATION                        The Netherlands
<U>                                                                                </U>
                     7.  SOLE VOTING POWER                                     0
 NUMBER OF           <U>                                                           </U>
 SHARES              8.  SHARED VOTING POWER                          8,111,211*
 BENEFICIALLY        <U>                                                           </U>
 OWNED BY            9.  SOLE DISPOSITIVE POWER                                0
 EACH                <U>                                                           </U>
 REPORTING           10. SHARED DISPOSITIVE POWER                     8,111,211*
 PERSON WITH
<U>                                                                                </U>
11.  AGGREGATE AMOUNT BENEFICIALLY OWNED
     BY EACH REPORTING PERSON                                         8,111,211*

<U>                                                                                </U>
12.  CHECK IF THE AGGREGATE AMOUNT IN
     ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)                     [ ]
<U>                                                                                </U>
13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                   25.5%*
<U>                                                                                </U>
14.  TYPE OF REPORTING PERSON                                                 CO
<U>                                                                                </U>
* See Items 3, 4 and 5.
</PRE>

<PAGE>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
This Amendment No. 5 to Schedule 13D (&#147;Amendment No. 5&#148;) relates to
the Schedule 13D filed on February 28, 1997, as amended by Amendment No. 1
thereto filed on December 8, 1998, Amendment No. 2 thereto filed on April 10,
2000, and Amendment No. 3 thereto filed on February 23, 2001 and Amendment No. 4
thereto filed on April 23, 2001 with respect to the Common Stock of FEI Company
(the &#147;Issuer&#148;), by Koninklijke Philips Electronics N.V., a Netherlands
corporation (&#147;Philips&#148;), and Philips Business Electronics
International B.V., a Netherlands corporation and a wholly owned subsidiary of
Philips (&#147;PBE&#148; and, together with Philips, the &#147;Reporting
Persons&#148;), formerly known as Philips Industrial Electronics International
B.V.
</P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=8%>Item 2.</TD>
     <TD WIDTH=92%>Identity and Background.</TD>
</TR>
</TABLE>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         Items 2(a) through-2(c) and Item 2(f) are hereby amended in their
entirety as follows:
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         (a)-(c); (f). The principal business of Philips is to act as the
holding company of the Philips group. The Philips group is engaged primarily in
the manufacture and distribution of electronic and electrical products, systems
and equipment. PBE is a holding company and a wholly owned subsidiary of
Philips. The principal office and business address of Philips is Rembrandt
Tower, Amstelplein&#160;1, 1096 HA Amsterdam, The Netherlands. The principal
office and business address of PBE is Building VO-1, P.O. Box&#160;218, 5600 MD
Eindhoven, The Netherlands.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         Attached as Schedule&#160;I hereto and incorporated by reference herein
is a list of the members of the Supervisory Board and the members of the Board
of Management and the Group Management Committee of Philips, and the directors
and executive officers of PBE. Schedule&#160;I sets forth each of such
persons&#146; name, business address, present principal occupation or employment
and citizenship, and the name, principal business and address of the corporation
or other organization in which such employment is conducted. </P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P ALIGN=CENTER>
                                (Page 4 of 17 Pages)
</P>
<PAGE>

<BR><BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=8%>Item 4.</TD>
     <TD WIDTH=92%>Purpose of the Transaction.</TD>
</TR>
</TABLE>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         Item 4 is hereby amended and supplemented as follows: </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         In connection with a registered offering of 9,200,000 shares of Common
Stock to the public (the &#147;Offering&#148;), which was consummated on
May&#160;22, 2001, pursuant to an underwriting agreement (the &#147;Underwriting
Agreement&#148;), dated May&#160;17, 2001, PBE sold to the underwriters named
therein (the &#147;Underwriters&#148;) 6,133,334 shares of Common Stock at a
price of $29.12 per share (the &#147;Purchase Price&#148;) and the Issuer sold
to the Underwriters 3,066,666 shares of Common Stock at the Purchase Price.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         Pursuant to a lock up agreement (the &#147;Lock Up Agreement&#148;),
dated May&#160;17, 2001, PBE has agreed during the period beginning from
May&#160;22, 2001 and continuing to and including the date 180 days after
May&#160;22, 2001 (the &#147;Lock Up Period&#148;), not to offer, sell, contract
to sell, pledge or otherwise dispose of, directly or indirectly, any additional
shares of Common Stock or securities that are substantially similar to the
Common Stock, including securities convertible into or exchangeable for or that
represent the right to receive Common Stock, or publicly disclose the intention
to enter into any of the aforementioned transactions, without the prior consent
of Credit Suisse First Boston Corporation except that PBE may transfer shares of
Common Stock to an affiliate of PBE or an affiliate of Philips provided that
such affiliate agrees to be bound by the provisions of the Lock Up Agreement for
the remainder of the Lock Up Period.
</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         As of the date of this Amendment No.&#160;5, other than as described
above and in Item&#160;6, neither of the Reporting Persons has any plans or
proposals with respect to the Issuer which relate to or would result in any of
the events described in Item&#160;4(a) through 4(j).
</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         Each Reporting Person is expected to evaluate on an ongoing basis the
Issuer&#146;s financial condition and prospects, its interests in and intentions
with respect to the Issuer and general market conditions. Accordingly, each
Reporting Person may change its plans at any time and from time to time. In
particular, each Reporting Person may at any time and from time to time dispose
of shares of Common Stock, acquire additional shares of Common Stock which would
be sufficient to acquire a majority ownership interest in the Common Stock or
otherwise acquire additional shares of Common Stock to which PBE is entitled
pursuant to the provisions of the Combination Agreement described in the first
paragraph of Item&#160;6. To the knowledge of the Reporting Persons, each of the
persons listed on Schedule&#160;I hereto may make a similar evaluation and may
make similar changes.
</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         This Item&#160;4 is qualified in its entirety by the Underwriting
Agreement and the Lock Up Agreement, which are filed as exhibits&#160;9 and 10
hereto, respectively, and incorporated by reference into this Item&#160;4.
</P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=8%>Item 5.</TD>
     <TD WIDTH=92%>Interest in Securities of Issuer.</TD>
</TR>
</TABLE>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P ALIGN=CENTER>
                                (Page 5 of 17 Pages)
</P>

<PAGE>

<BR><BR>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         Items 5(a) and 5(b) are hereby amended in their entirety as follows:
</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         (a); (b). According to information provided to the Reporting Persons by
the Issuer, the number of shares of Common Stock outstanding as of May&#160;21,
2001 was 28,680,157. Rows 7-11 and 13 of the cover pages to this Amendment
No.&#160;5 are hereby incorporated by reference. To the best knowledge of the
Reporting Persons, no other person listed on Schedule I hereto is the beneficial
owner of any shares of Common Stock.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          (c); (d); (e).  Not applicable.
</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         This Item 5 is qualified in its entirety by reference to the
Combination Agreement, the Letter Agreements, the Stock Purchase Agreement, the
Merger Agreement, the Supplemental Agreement, the Purchase Agreement, the
Underwriting Agreement, and the Lock Up Agreement, which are filed as Exhibits
1, 2, 3, 4, 5, 7, 8, 9, and 10 hereto, respectively, and are incorporated herein
by reference.
</P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=8%>Item 6.</TD>
     <TD WIDTH=92%>Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of<BR> the Issuer</TD>
</TR>
</TABLE>

<P>Item 6 is hereby amended and supplemented as follows: </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         Pursuant to the Combination Agreement, dated November&#160;15, 1996 (as
amended and supplemented, the &#147;Combination Agreement&#148;), between the
Issuer and the Reporting Persons, as amended by the Letter Agreements, dated
November&#160;22, 1996, between the Issuer and PBE, and February&#160;21, 1997,
between the Issuer and the Reporting Persons (the &#147;Letter
Agreements&#148;), and as amended and supplemented by an agreement entered into
by the Issuer and the Reporting Persons on February 1, 2001 (the
&#147;Supplemental Agreement&#148;), PBE has the right to receive from the
Issuer from time to time, without the payment of any additional consideration,
additional shares of Common Stock when options, warrants, convertible securities
or other rights to acquire shares of Common Stock outstanding (or issuable
without further action by the Issuer&#146;s board of directors) as of
February&#160;21, 1997 are exercised or converted. Pursuant to the Supplemental
Agreement, when shares of Common Stock are issued upon exercise of such options
(including options granted on September&#160;18, 1998 in replacement of options
outstanding on February&#160;21, 1997) during any fiscal quarter of the Issuer
ending on or after December&#160;31, 2000, PBE is entitled to receive the
additional shares described in the immediately preceding sentence no later than
thirty calendar days following the close of such fiscal quarter. For each share
of Common Stock issued upon such exercise or conversion, PBE is entitled to
receive approximately 1.222 shares of Common Stock from the Issuer. On
February&#160;21, 1997, 1,531,689 shares of Common Stock were so issuable
pursuant to the Combination Agreement (&#147;Additional Shares&#148;). As of the
</P>


<P>&nbsp;</P>
<P>&nbsp;</P>
<P ALIGN=CENTER>
                                (Page 6 of 17 Pages)
</P>

<PAGE>

<BR><BR>


<P>date hereof, the Issuer has issued to PBE&#160;597,439 Additional Shares,
and, to the best knowledge of the Reporting Persons, approximately 490,764
shares of Common Stock remain so issuable pursuant to the Combination Agreement
as of May&#160;21, 2001.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         Prior to the Offering, PBE had the right pursuant to the Combination
Agreement to purchase from the Issuer at the then market price additional shares
of Common Stock to maintain its ownership interest of voting securities of the
Issuer at up to 55% whenever the Issuer offered, or had cumulatively offered
since the last offer to PBE pursuant to this provision, more than 0.5% of its
outstanding voting securities to any person or entity. PBE agreed in a letter
addressed to the Company (the &#147;Waiver&#148;) to waive the right described
in the immediately preceding sentence with respect to the sale by FEI of shares
of Common Stock pursuant to the Underwriting Agreement. Because PBE&#146;s
ownership interest in the outstanding voting securities of the Issuer fell below
40% as a result of the Offering, PBE&#146;s right to maintain its ownership
interest terminated in accordance with the terms of the Combination Agreement.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         This Item&#160;6 is qualified in its entirety by reference to the
Combination Agreement, the Letter Agreements, the Stock Purchase Agreement, the
Supplemental Agreement, the Purchase Agreement, the Underwriting Agreement, the
Lock Up Agreement and the Waiver which are filed as Exhibits&#160;1, 2, 3, 4, 7,
8, 9, 10 and 11 hereto, respectively, and are incorporated herein by reference.
</P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=8%>Item 7.</TD>
     <TD WIDTH=92%>Materials to be filed as exhibits.</TD>
</TR>
</TABLE>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=3%>1.</TD>
<TD WIDTH=97%>Combination Agreement, dated November&#160;15, 1996, by and among
Philips Industrial Electronics International B.V., FEI Company and, for the
purposes of Sections&#160;4.1, 4.2, 4.3, 4.6(d)(ii), 4.15, 5.8(b), 5.8(c),
5.9(1), 5.13(a), 5.16, 7.2 and 9.10 only, Philips Electronics N.V. (incorporated
herein by reference to the Schedule&#160;13D filed by the Reporting Persons on
February&#160;28, 1997).<BR><BR></TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=3%>2.</TD>
<TD WIDTH=97%>Letter Agreement, dated November&#160;22, 1996, between Philips
Industrial Electronics International B.V. and FEI Company (incorporated herein
by reference to the Schedule&#160;13D filed by the Reporting Persons on
February&#160;28, 1997).<BR><BR></TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=3%>3.</TD>
<TD WIDTH=97%>Letter Agreement, dated February&#160;21, 1997, by and among
Philips Industrial Electronics International B.V., FEI Company and, for the
purpose of Section&#160;5 only, Philips Electronics N.V. (incorporated herein by
reference to the Schedule&#160;13D filed by the Reporting Persons on
February&#160;28, 1997).<BR><BR></TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=3%>4.</TD>
<TD WIDTH=97%>Stock Purchase Agreement, dated December&#160;3, 1998, between
Philips Business Electronics International B.V. and FEI Company (incorporated
herein by reference to the Schedule&#160;13D filed by the Reporting Persons on
December&#160;8, 1998).</TD>
</TR>
</TABLE>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P ALIGN=CENTER>
                                (Page 7 of 17 Pages)
</P>

<PAGE>

<BR><BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=3%>5.</TD>
<TD WIDTH=97%>Agreement and Plan of Merger, dated December&#160;3, 1998, among
FEI Company, Micrion Corporation and MC Acquisition Corporation (incorporated
herein by reference to the Schedule&#160;13D/A filed by the Reporting Persons on
December&#160;8, 1998).<BR><BR></TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=3%>6.</TD>
<TD WIDTH=97%>Voting Agreement, dated December&#160;3, 1998, between Philips
Business Electronics International B.V. and Micrion Corporation (incorporated
herein by reference to the Schedule&#160;13D/A filed by the Reporting Persons on
December&#160;8, 1998).<BR><BR></TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=3%>7.</TD>
<TD WIDTH=97%>Agreement, effective as of December&#160;31, 2000, among FEI
Company, Philips Business Electronics International B.V. and Koninklijke Philips
Electronics N.V. (incorporated herein by reference to the Schedule&#160;13D/A
filed by the Reporting Persons on February&#160;23, 2001).<BR><BR></TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=3%>8.</TD>
<TD WIDTH=97%>Agreement, entered into on March&#160;30, 2000, between FEI
Company and Philips Business Electronics International B.V. (incorporated herein
by reference to the Schedule&#160;13D/A filed by the Reporting Persons on
February&#160;23, 2001).<BR><BR></TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=3%>9.</TD>
<TD WIDTH=97%>Underwriting Agreement, dated May&#160;17, 2001, among Philips
Business Electronics International B.V., the Issuer and the Underwriters named
therein.<BR><BR></TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=3%>10.</TD>
<TD WIDTH=97%>Lock Up Agreement, dated as of May&#160;17, 2001, among Philips
Business Electronics International B.V., the Issuer and the Underwriters named
therein.<BR><BR></TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=3%>11.</TD>
<TD WIDTH=97%>Waiver, dated as of May&#160;17, 2001, executed by Philips
Business Electronics International B.V.</TD>
</TR>
</TABLE>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P ALIGN=CENTER>
                                (Page 8 of 17 Pages)
</P>

<PAGE>

<BR><BR>

<P ALIGN=CENTER>
                                   SIGNATURES
</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct. </P>

<P>
Date:&nbsp;&nbsp;&nbsp;May 22, 2001
</P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 width=90%>
<TR valign=top>
     <TD WIDTH=47%>&nbsp;&nbsp;</TD>
     <TD COLSPAN=3>KONINKLIJKE PHILIPS ELECTRONICS N.V.<BR><BR> </TD>
</TR>
</TABLE>
<BR>
<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 width=90%>
<TR valign=top>
     <TD WIDTH=47%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%>By: </TD>
     <TD COLSPAN=2>/s/&nbsp;Arie Westerlaken</TD>
</TR>
<TR valign=top>
     <TD WIDTH=47%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%>&nbsp;&nbsp; </TD>
     <TD COLSPAN=2><hr noshade size=1> </TD>
</TR>
<TR valign=top>
     <TD WIDTH=47%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%> &nbsp;&nbsp;</TD>
     <TD WIDTH=8%>
Name:<BR>
Title:
</TD>
     <TD WIDTH=40%>
Arie Westerlaken<BR>
General Secretary
</TD>
</TR>
</TABLE>

<P>&nbsp;</P>
<P>&nbsp;</P>

<P ALIGN=CENTER>
                                (Page 9 of 17 Pages)
</P>

<PAGE>

<BR><BR>

<P ALIGN=CENTER>
                                   SIGNATURES
</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct. </P>

<P>
Date:&nbsp;&nbsp;&nbsp;May 22, 2001
</P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 width=90%>
<TR valign=top>
     <TD WIDTH=47%>&nbsp;&nbsp;</TD>
     <TD COLSPAN=3>
PHILIPS BUSINESS ELECTRONICS<BR>
INTERNATIONAL B.V.<BR><BR> </TD>
</TR>
</TABLE>
<BR>
<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 width=90%>
<TR valign=top>
     <TD WIDTH=47%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%>By: </TD>
     <TD COLSPAN=2>/s/&nbsp;A.P.M. van der Poel</TD>
</TR>
<TR valign=top>
     <TD WIDTH=47%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%>&nbsp;&nbsp; </TD>
     <TD COLSPAN=2><hr noshade size=1> </TD>
</TR>
<TR valign=top>
     <TD WIDTH=47%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%> &nbsp;&nbsp;</TD>
     <TD WIDTH=8%>
Name:
</TD>
     <TD WIDTH=40%>
A.P.M. van der Poel
</TD>
</TR>
</TABLE>
<BR><BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 width=90%>
<TR valign=top>
     <TD WIDTH=47%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%>By: </TD>
     <TD COLSPAN=2>/s/&nbsp;J.C. Lobbezoo</TD>
</TR>
<TR valign=top>
     <TD WIDTH=47%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%>&nbsp;&nbsp; </TD>
     <TD COLSPAN=2><hr noshade size=1> </TD>
</TR>
<TR valign=top>
     <TD WIDTH=47%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%> &nbsp;&nbsp;</TD>
     <TD WIDTH=8%>
Name:
</TD>
     <TD WIDTH=40%>
J.C. Lobbezoo
</TD>
</TR>
</TABLE>

<P>&nbsp;</P>
<P>&nbsp;</P>


<P ALIGN=CENTER>
                              (Page 10 of 17 Pages)
</P>

<PAGE>

<BR><BR>

<P ALIGN=CENTER>
                           Schedule I to Schedule 13D
</P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=5%>A.</TD>
     <TD WIDTH=95%>
MEMBERS OF THE SUPERVISORY BOARD OF KONINKLIJKE PHILIPS<BR>
ELECTRONICS N.V. (ROYAL PHILIPS ELECTRONICS)<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
     <TD WIDTH=5%>&nbsp;</TD>
     <TD WIDTH=95%>
Unless otherwise indicated each person listed below is not employed, other than
as a member of the Supervisory Board, and thus no employer, employer&#146;s
address or principal place of business of employer is listed.
</TD>
</TR>
</TABLE>
<BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=30%> </TD>
     <TD WIDTH=70%> </TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>NAME:</TD>
     <TD WIDTH=70%>
K. VAN MIERT
</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Business Address:</TD>
     <TD WIDTH=70%>
Royal Philips Electronics<BR>
Rembrandt Tower<BR>
Amstelplein 1<BR>
1096 HA Amsterdam, The Netherlands
</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Principal Occupation:</TD>
     <TD WIDTH=70%>
Chairman - Rector of Nijenrode University.  Member of the
Supervisory Board of Wolters Kluwer.  Member of the Boards of Agfa
Gevaert and De Persgroep.  Member of the advisory boards of
Goldman Sachs, Rabobank and Swissair.
</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Employer:</TD>
     <TD WIDTH=70%>
Nijenrode University
</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Employer&#146;s Address:</TD>
     <TD WIDTH=70%>
Straatweg 25<BR>
3621 BG Breukelen<BR>
The Netherlands
</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Citizenship:</TD>
     <TD WIDTH=70%>
Belgium<BR><BR>
</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>NAME:</TD>
     <TD WIDTH=70%>
L.C. VAN WACHEM
</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Business Address:</TD>
     <TD WIDTH=70%>
Royal Philips Electronics<BR>
Rembrandt Tower<BR>
Amstelplein 1<BR>
1096 HA Amsterdam, The Netherlands
</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Principal Occupation:</TD>
     <TD WIDTH=70%>
Retired. Chairman of the Supervisory Board of Royal Dutch
Petroleum Company. Member of the Supervisory Boards of Akzo
Nobel, BMW and Bayer. Member of the Board of Directors of IBM,
ATCO and Zurich Financial Services.
</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Citizenship:</TD>
     <TD WIDTH=70%>
The Netherlands<BR><BR>
</TD>
</TR>


<TR VALIGN=TOP>
     <TD WIDTH=30%>NAME:</TD>
     <TD WIDTH=70%>L. SCHWEITZER</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Business Address:</TD>
     <TD WIDTH=70%>
Royal Philips Electronics<BR>
Rembrandt Tower<BR>
Amstelplein 1<BR>
1096 HA Amsterdam, The Netherlands</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Principal Occupation:</TD>
     <TD WIDTH=70%>
Chairman and Chief Executive</TD>
</TR>
</TABLE>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P ALIGN=CENTER>
                               (Page 11 of 17 Pages)
</P>

<PAGE>
<BR><BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=30%>&nbsp;</TD>
     <TD WIDTH=70%>Officer of Renault. Member of the Boards of Pechiney, Banque
Nationale de Paris, Electricite de France.</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Employer:</TD>
     <TD WIDTH=70%>La regie nationale des usines Renault</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Employer&#146;s Address:</TD>
     <TD WIDTH=70%>
34 Quai du Point du Jour<BR>
BP 103 92109<BR>
Boulogne Bilancourt<BR>
Cedex, France</TD>
</TR>

<TR VALIGN=BOTTOM>
     <TD WIDTH=30%>Principal Business of<BR>
Employer:</TD>
     <TD WIDTH=70%>
Design, manufacture and sale of
automobiles and related businesses</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Citizenship:</TD>
     <TD WIDTH=70%>France<BR><BR></TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>NAME:</TD>
     <TD WIDTH=70%>SIR RICHARD GREENBURY</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Business Address:</TD>
     <TD WIDTH=70%>
Royal Philips Electronics<BR>
Rembrandt Tower<BR>
Amstelplein 1<BR>
1096 HA Amsterdam, The Netherlands</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Principal Occupation:</TD>
     <TD WIDTH=70%>
Retired. Member of the Boards of Unifi Inc. and Electronics
Boutique Plc.</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Citizenship:</TD>
     <TD WIDTH=70%>United Kingdom<BR><BR></TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>NAME:</TD>
     <TD WIDTH=70%>W. DE KLEUVER</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Business Address:</TD>
     <TD WIDTH=70%>
Royal Philips Electronics<BR>
Rembrandt Tower<BR>
Amstelplein 1<BR>
1096 HA Amsterdam, The Netherlands</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Principal Occupation:</TD>
     <TD WIDTH=70%>
Retired.</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Citizenship:</TD>
     <TD WIDTH=70%>
The Netherlands<BR><BR></TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>NAME:</TD>
     <TD WIDTH=70%>
J.M. HESSELS</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Business Address:</TD>
     <TD WIDTH=70%>
Royal Philips Electronics<BR>
Rembrandt Tower<BR>
Amstelplein 1<BR>
1096 HA Amsterdam, The Netherlands</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Principal Occupation:</TD>
     <TD WIDTH=70%>
Chairman of the Supervisory Board of Euronext. Member of the
Supervisory Boards of BN.com, Laurus, Schiphol Group and Royal
Vopak.</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Citizenship:</TD>
     <TD WIDTH=70%>The Netherlands</TD>
</TR>
</TABLE>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P ALIGN=CENTER>
                               (Page 12 of 17 Pages)
</P>

<PAGE>
<BR><BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=5%>B.</TD>
     <TD WIDTH=95%>
BOARD OF MANAGEMENT AND GROUP MANAGEMENT COMMITTEE OF<BR>
ROYAL PHILIPS ELECTRONICS
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
     <TD WIDTH=5%>&nbsp;</TD>
     <TD WIDTH=95%>
Unless otherwise indicated, all of the members of the Board of Management and Group
Management Committee are employed by Royal Philips Electronics at Rembrandt Tower,
Amstelplein 1, 1096 HA Amsterdam, The Netherlands, whose principal business is the
manufacture and distribution of electronic and electrical products, systems and
equipment.
</TD>
</TR>
</TABLE>
<BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=30%> </TD>
     <TD WIDTH=70%> </TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>NAME:</TD>
     <TD WIDTH=70%>GERARD J. KLEISTERLEE</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Business Address:</TD>
     <TD WIDTH=70%>
Royal Philips Electronics<BR>
Rembrandt Tower<BR>
Amstelplein 1<BR>
1096 HA Amsterdam, The Netherlands
</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Principal Occupation:</TD>
     <TD WIDTH=70%>President and Chief Executive Officer of Royal Philips
Electronics.</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Citizenship:</TD>
     <TD WIDTH=70%>The Netherlands<BR><BR></TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>NAME:</TD>
     <TD WIDTH=70%>JAN H.M. HOMMEN</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Business Address:</TD>
     <TD WIDTH=70%>
Royal Philips Electronics<BR>
Rembrandt Tower<BR>
Amstelplein 1<BR>
1096 HA Amsterdam, The Netherlands</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Principal Occupation:</TD>
     <TD WIDTH=70%>
Executive Vice-President and Chief Financial Officer of Royal Philips
Electronics. Member of the Supervisory Board of Atos Origin S.A.</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Citizenship:</TD>
     <TD WIDTH=70%>The Netherlands<BR><BR></TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>NAME:</TD>
     <TD WIDTH=70%>ARTHUR P.M. VAN DER POEL</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Business Address:</TD>
     <TD WIDTH=70%>
Royal Philips Electronics<BR>
Rembrandt Tower<BR>
Amstelplein 1<BR>
1096 HA Amsterdam, The Netherlands</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Principal Occupation:</TD>
     <TD WIDTH=70%>
Executive Vice-President, and President/CEO of the Semiconductor
Division, of Royal Philips Electronics. Member of the Board of
Directors of Taiwan Semiconductor Manufacturing Company Ltd.</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Citizenship:</TD>
     <TD WIDTH=70%>The Netherlands<BR><BR></TD>
</TR>
</TABLE>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P ALIGN=CENTER>
                               (Page 13 of 17 Pages)
</P>
<PAGE>
<BR><BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=30%> </TD>
     <TD WIDTH=70%> </TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>NAME:</TD>
     <TD WIDTH=70%>JOHN W. WHYBROW</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Business Address:</TD>
     <TD WIDTH=70%>
Royal Philips Electronics<BR>
Rembrandt Tower<BR>
Amstelplein 1<BR>
1096 HA Amsterdam, The Netherlands</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Principal Occupation:</TD>
     <TD WIDTH=70%>
Executive Vice-President, Director of Wolseley PLC.</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Citizenship:</TD>
     <TD WIDTH=70%>United Kingdom<BR><BR></TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>NAME:</TD>
     <TD WIDTH=70%>AD H.A. VEENHOF</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Business Address:</TD>
     <TD WIDTH=70%>
Royal Philips Electronics<BR>
Rembrandt Tower<BR>
Amstelplein 1<BR>
1096 HA Amsterdam, The Netherlands</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Principal Occupation:</TD>
     <TD WIDTH=70%>
Senior Vice-President, and President/CEO of the Domestic Applicances and
Personal Care Division, of Royal Philips Electronics.</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Citizenship:</TD>
     <TD WIDTH=70%>The Netherlands<BR><BR></TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>NAME:</TD>
     <TD WIDTH=70%>HANS M. BARELLA</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Business Address:</TD>
     <TD WIDTH=70%>
Royal Philips Electronics<BR>
Rembrandt Tower<BR>
Amstelplein 1<BR>
1096 HA Amsterdam, The Netherlands</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Principal Occupation:</TD>
     <TD WIDTH=70%>
Senior Vice-President, and President/CEO of the Medical Systems
Division, of Royal Philips Electronics.</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Citizenship:</TD>
     <TD WIDTH=70%>The Netherlands<BR><BR></TD>
</TR>


<TR VALIGN=TOP>
     <TD WIDTH=30%>NAME:</TD>
     <TD WIDTH=70%>DAVID HAMILL</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Business Address:</TD>
     <TD WIDTH=70%>
Royal Philips Electronics<BR>
Rembrandt Tower<BR>
Amstelplein 1<BR>
1096 HA Amsterdam, The Netherlands</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Principal Occupation:</TD>
     <TD WIDTH=70%>
President/CEO of the Philips Lighting Division of Royal Philips Electronics.</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Citizenship:</TD>
     <TD WIDTH=70%>United Kingdom<BR><BR></TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>NAME:</TD>
     <TD WIDTH=70%>JAN P. OOSTERVELD</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Business Address:</TD>
     <TD WIDTH=70%>
Royal Philips Electronics<BR>
Rembrandt Tower<BR>
Amstelplein 1<BR>
1096 HA Amsterdam, The Netherlands</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Principal Occupation:</TD>
     <TD WIDTH=70%>
Senior Vice-President of Royal Philips Electronics.
Member of the Board of Directors of Tivo Inc.</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Citizenship:</TD>
     <TD WIDTH=70%>The Netherlands<BR><BR></TD>
</TR>
</TABLE>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P ALIGN=CENTER>
                              (Page 14 of 17 Pages)
</P>

<PAGE>

<BR><BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=30%> </TD>
     <TD WIDTH=70%> </TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>NAME:</TD>
     <TD WIDTH=70%>ARIE WESTERLAKEN</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Business Address:</TD>
     <TD WIDTH=70%>
Royal Philips Electronics<BR>
Rembrandt Tower<BR>
Amstelplein 1<BR>
1096 HA Amsterdam, The Netherlands</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Principal Occupation:</TD>
     <TD WIDTH=70%>
Senior Vice-President, General Secretary, Chief Legal Officer and
Secretary to the Board of Management, of Royal Philips Electronics.
Member of the Supervisory Boards of ASM Lithography Holding N.V.
and Atos Origin S.A.</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Citizenship:</TD>
     <TD WIDTH=70%>
The Netherlands<BR><BR></TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>NAME:</TD>
     <TD WIDTH=70%>AD HUIJSER</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Business Address:</TD>
     <TD WIDTH=70%>
Royal Philips Electronics<BR>
Rembrandt Tower<BR>
Amstelplein 1<BR>
1096 HA Amsterdam, The Netherlands</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Principal Occupation:</TD>
     <TD WIDTH=70%>Senior Vice-President, and Chief Technology Officer of Royal
Philips Electronics.</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Citizenship:</TD>
     <TD WIDTH=70%>The Netherlands<BR><BR></TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>NAME:</TD>
     <TD WIDTH=70%>TJERK HOOGHIEMSTRA</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Business Address:</TD>
     <TD WIDTH=70%>
Royal Philips Electronics<BR>
Rembrandt Tower<BR>
Amstelplein 1<BR>
1096 HA Amsterdam, The Netherlands</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Principal Occupation:</TD>
     <TD WIDTH=70%>
Senior Vice-President of Royal Philips Electronics.</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Citizenship:</TD>
     <TD WIDTH=70%>The Netherlands<BR><BR></TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>NAME:</TD>
     <TD WIDTH=70%>
GUY DEMUYNCK</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Business Address:</TD>
     <TD WIDTH=70%>
Royal Philips Electronics<BR>
Rembrandt Tower<BR>
Amstelplein 1<BR>
1096 HA Amsterdam, The Netherlands</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Principal Occupation:</TD>
     <TD WIDTH=70%>
Senior Vice-President, and CEO of Philips Consumer Electronics
Mainstream, of Royal Philips Electronics.</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Citizenship:</TD>
     <TD WIDTH=70%>Belgium<BR><BR></TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>NAME:</TD>
     <TD WIDTH=70%>MATT MEDEIROS</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Business Address:</TD>
     <TD WIDTH=70%>
Royal Philips Electronics<BR>
Rembrandt Tower<BR>
Amstelplein 1<BR>
1096 HA Amsterdam, The Netherlands</TD>
</TR>
</TABLE>


<P>&nbsp;</P>
<P>&nbsp;</P>
<P ALIGN=CENTER>
                               (Page 15 of 17 Pages)
</P>

<PAGE>
<BR><BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=30%> </TD>
     <TD WIDTH=70%> </TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Principal Occupation:</TD>
     <TD WIDTH=70%>
Senior Vice-President, and President and CEO of the Components
Division, of Royal Philips Electronics.</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Citizenship:</TD>
     <TD WIDTH=70%>
United States</TD>
</TR>
</TABLE>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P ALIGN=CENTER>
                             (Page 16 of 17 Pages)
</P>

<PAGE>

<BR><BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=5%>C.</TD>
     <TD WIDTH=95%>
DIRECTORS AND EXECUTIVE OFFICERS OF PHILIPS BUSINESS<BR>
ELECTRONICS INTERNATIONAL B.V.<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
     <TD WIDTH=5%>&nbsp;</TD>
     <TD WIDTH=95%>
Unless otherwise indicated, all of the directors and executive officers of
Philips Business Electronics International B.V. are employed by Philips Business
Electronics International B.V. at Building VO-1, P.O. Box&#160;218, 5600 MD
Eindhoven, The Netherlands, which is a holding company.
</TD>
</TR>
</TABLE>

<BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=30%>NAME:</TD>
     <TD WIDTH=70%>ARTHUR P.M. VAN DER POEL</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Business Address:</TD>
     <TD WIDTH=70%>
Philips Business Electronics<BR>
International B.V.<BR>
Building VO-1<BR>
P.O. Box 218<BR>
5600 MD Eindhoven, The Netherlands</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Principal Occupation:</TD>
     <TD WIDTH=70%>
Executive Vice-President, and President/CEO of the Semiconductor
Division, of Royal Philips Electronics. Member of the Board of
Directors of Taiwan Semiconductor Manufacturing Company Ltd.</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Citizenship:</TD>
     <TD WIDTH=70%>The Netherlands<BR><BR></TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>NAME:</TD>
     <TD WIDTH=70%>JAN C. LOBBEZOO</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Business Address:</TD>
     <TD WIDTH=70%>
Philips Business Electronics<BR>
International B.V.<BR>
Building VO-1<BR>
P.O. Box 218<BR>
5600 MD Eindhoven, The Netherlands</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Principal Occupation:</TD>
     <TD WIDTH=70%>
Executive Vice President and Chief Financial Officer of Philips
Semiconductors International B.V. Member of the Board of Directors
of Taiwan Semiconductor Manufacturing Company Ltd.</TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=30%>Citizenship:</TD>
     <TD WIDTH=70%>The Netherlands</TD>
</TR>
</TABLE>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P ALIGN=CENTER>
                               (Page 17 of 17 Pages)
</P>

<PAGE>
<BR><BR>
<P ALIGN=CENTER>
                                 EXHIBIT INDEX
</P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=3%>1.</TD>
<TD WIDTH=97%>Combination Agreement, dated November&#160;15, 1996, by and among
Philips Industrial Electronics International B.V., FEI Company and, for the
purposes of Sections&#160;4.1, 4.2, 4.3, 4.6(d)(ii), 4.15, 5.8(b), 5.8(c),
5.9(1), 5.13(a), 5.16, 7.2 and 9.10 only, Philips Electronics N.V. (incorporated
herein by reference to the Schedule&#160;13D filed by the Reporting Persons on
February&#160;28, 1997).<BR><BR></TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=3%>2.</TD>
<TD WIDTH=97%>Letter Agreement, dated November&#160;22, 1996, between Philips
Industrial Electronics International B.V. and FEI Company (incorporated herein
by reference to the Schedule&#160;13D filed by the Reporting Persons on
February&#160;28, 1997).<BR><BR></TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=3%>3.</TD>
<TD WIDTH=97%>Letter Agreement, dated February&#160;21, 1997, by and among
Philips Industrial Electronics International B.V., FEI Company and, for the
purpose of Section&#160;5 only, Philips Electronics N.V. (incorporated herein by
reference to the Schedule&#160;13D filed by the Reporting Persons on
February&#160;28, 1997).<BR><BR></TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=3%>4.</TD>
<TD WIDTH=97%>Stock Purchase Agreement, dated December&#160;3, 1998, between
Philips Business Electronics International B.V. and FEI Company (incorporated
herein by reference to the Schedule&#160;13D filed by the Reporting Persons on
December&#160;8, 1998).<BR><BR></TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=3%>5.</TD>
<TD WIDTH=97%>Agreement and Plan of Merger, dated December&#160;3, 1998, among
FEI Company, Micrion Corporation and MC Acquisition Corporation (incorporated
herein by reference to the Schedule&#160;13D/A filed by the Reporting Persons on
December&#160;8, 1998).<BR><BR></TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=3%>6.</TD>
<TD WIDTH=97%>Voting Agreement, dated December&#160;3, 1998, between Philips
Business Electronics International B.V. and Micrion Corporation (incorporated
herein by reference to the Schedule&#160;13D/A filed by the Reporting Persons on
December&#160;8, 1998).<BR><BR></TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=3%>7.</TD>
<TD WIDTH=97%>Agreement, effective as of December&#160;31, 2000, among FEI
Company, Philips Business Electronics International B.V. and Koninklijke Philips
Electronics N.V. (incorporated herein by reference to the Schedule&#160;13D/A
filed by the Reporting Persons on February&#160;23, 2001).<BR><BR></TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=3%>8.</TD>
<TD WIDTH=97%>Agreement, entered into on March&#160;30, 2000, between FEI
Company and Philips Business Electronics International B.V. (incorporated herein
by reference to the Schedule&#160;13D/A filed by the Reporting Persons on
February&#160;23, 2001).<BR><BR></TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=3%>9.</TD>
<TD WIDTH=97%>Underwriting Agreement, dated May&#160;17, 2001, among Philips
Business Electronics International B.V., the Issuer and the Underwriters named
therein.<BR><BR></TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=3%>10.</TD>
<TD WIDTH=97%>Lock Up Agreement, dated as of May&#160;17, 2001, among Philips
Business Electronics International B.V., the Issuer and the Underwriters named
therein.</TD>
</TR>
</TABLE>

<P>&nbsp;</P>

<PAGE>

<BR><BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=3%>11.</TD>
<TD WIDTH=97%>Waiver, dated as of May&#160;17, 2001, executed by Philips
Business Electronics International B.V.</TD>
</TR>
</TABLE>

<P>&nbsp;</P>

</BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.9
<SEQUENCE>2
<FILENAME>file0002.htm
<DESCRIPTION>EXHIBIT 9, UNDERWRITING AGREEMENT
<TEXT>

<HTML>
<HEAD>
<TITLE>
Underwriting Agreement
</TITLE>
</HEAD>
<BODY>

<CENTER>
                                8,000,000 Shares<BR><BR><BR>



                                   <B>FEI COMPANY<BR><BR>


                                  Common Stock<BR><BR>


                             UNDERWRITING AGREEMENT</B>
</CENTER>


<P ALIGN=RIGHT>
                                                                    May 17, 2001
</P>

<P>
Credit Suisse First Boston Corporation<BR>
Prudential Securities Incorporated<BR>
Needham &amp; Company, Inc.<BR>
Wells Fargo Van Kasper, LLC<BR>
&nbsp;&nbsp;&nbsp;As Representatives of the Several Underwriters,<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;c/o Credit Suisse First Boston Corporation,<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Eleven Madison Avenue,<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;New York, N.Y. 10010-3629<BR><BR>

Ladies and Gentlemen:
</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         1. <I>Introductory</I>. FEI Company, an Oregon corporation
(&#147;<B>Company</B>&#148;) proposes to issue and sell 2,666,666 shares of its common
stock (&#147;<B>Securities</B>&#148;) and Philips Business Electronics International
B.V. (the &#147;<B>Selling Shareholder</B>&#148;) proposes to sell 5,333,334
outstanding shares of the Securities (such 8,000,000 shares of Securities being
hereinafter referred to as the &#147;<B>Firm Securities</B>&#148;). The Company also
proposes to sell to the Underwriters, at the option of the Underwriters, an
aggregate of not more than 400,000 additional shares of its Securities, and the
Selling Shareholder also proposes to sell to the Underwriters, at the option of
the Underwriters, an aggregate of not more than 800,000 additional outstanding
shares of the Company&#146;s Securities, as set forth below such 1,200,000
additional shares being hereinafter referred to as the &#147;<B>Optional
Securities</B>&#148;). The Firm Securities and the Optional Securities are herein
collectively called the &#147;<B>Offered Securities</B>.&#148; The Company and the
Selling Shareholder hereby agree with the several Underwriters named in Schedule
A hereto (&#147;<B>Underwriters</B>&#148;) as follows:</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         2. <I>Representations and Warranties of the Company and the Selling
Shareholder</I>.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         (a) The Company represents and warrants to, and agrees with, the
several
</P>


<HR SIZE=3 NOSHADE>

<PAGE>

<P ALIGN=RIGHT>2</P>

<P>
Underwriters that:
</P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>&nbsp;</TD>
     <TD WIDTH=90%>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)
A registration statement (No. 333-59400) relating to the Offered Securities,
including a form of prospectus, has been filed with the Securities and Exchange
Commission (&#147;<B>Commission</B>&#148;) and either (A) has been declared effective
under the Securities Act of 1933 (&#147;<B>Act</B>&#148;) and is not proposed to be
amended or (B) is proposed to be amended by amendment or post-effective
amendment. If such registration statement (the &#147;<B>initial registration
statement</B>&#148;) has been declared effective, either (A) an additional
registration statement (the &#147;<B>additional registration statement</B>&#148;)
relating to the Offered Securities may have been filed with the Commission
pursuant to Rule 462(b) (&#147;<B>Rule 462(b)</B>&#148;) under the Act and, if so
filed, has become effective upon filing pursuant to such Rule and the Offered
Securities all have been duly registered under the Act pursuant to the initial
registration statement and, if applicable, the additional registration statement
or (B) such an additional registration statement is proposed to be filed with
the Commission pursuant to Rule 462(b) and will become effective upon filing
pursuant to such Rule and upon such filing the Offered Securities will all have
been duly registered under the Act pursuant to the initial registration
statement and such additional registration statement. If the Company does not
propose to amend the initial registration statement or if an additional
registration statement has been filed and the Company does not propose to amend
it, and if any post-effective amendment to either such registration statement
has been filed with the Commission prior to the execution and delivery of this
Agreement, the most recent amendment (if any) to each such registration
statement has been declared effective by the Commission or has become effective
upon filing pursuant to Rule 462(c) (&#147;<B>Rule 462(c)</B>&#148;) under the Act or,
in the case of the additional registration statement, Rule 462(b). For purposes
of this Agreement, &#147;<B>Effective Time</B>&#148; with respect to the initial
registration statement or, if filed prior to the execution and delivery of this
Agreement, the additional registration statement means (A) if the Company has
advised the Representatives that it does not propose to amend such registration
statement, the date and time as of which such registration statement, or the
most recent post-effective amendment thereto (if any) filed prior to the
execution and delivery of this Agreement, was declared effective by the
Commission or has become effective upon filing pursuant to Rule 462(c), or (B)
if the Company has advised the Representatives that it proposes to file an
amendment or post-effective amendment to such registration statement, the date
and time as of which such registration statement, as amended by such amendment
or post-effective amendment, as the case may be, is declared effective by the
Commission. If an additional registration statement has not been filed prior to
the execution and delivery of this Agreement but the Company has advised the
Representatives that it proposes to file one, &#147;<B>Effective Time</B>&#148; with
respect to such additional registration statement means the date and time as of
which such registration statement is filed and becomes effective pursuant to
Rule 462(b). &#147;<B>Effective Date</B>&#148; with respect to the initial registration
statement or the additional registration statement (if any) means the date of
the Effective Time thereof. The initial registration statement, as amended at
its Effective Time, including all material incorporated by reference therein,
including all information contained in </P>
</TD>
</TR>
</TABLE>
<BR>

<HR SIZE=3 NOSHADE>

<PAGE>

<P ALIGN=RIGHT>3</P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>&nbsp;</TD>
     <TD WIDTH=90%>
<P>the additional registration statement (if
any) and deemed to be a part of the initial registration statement as of the
Effective Time of the additional registration statement pursuant to the General
Instructions of the Form on which it is filed and including all information (if
any) deemed to be a part of the initial registration statement as of its
Effective Time pursuant to Rule 430A(b) (&#147;<B>Rule 430A(b)</B>&#148;) under the
Act, is hereinafter referred to as the &#147;<B>Initial Registration
Statement</B>.&#148; The additional registration statement, as amended at its
Effective Time, including the contents of the initial registration statement
incorporated by reference therein and including all information (if any) deemed
to be a part of the additional registration statement as of its Effective Time
pursuant to Rule 430A(b), is hereinafter referred to as the &#147;<B>Additional
Registration Statement</B>.&#148; The Initial Registration Statement and the
Additional Registration are hereinafter <B>referred to collectively as the
&#147;Registration Statements&#148; and individually as a &#147;Registration
Statement</B>.&#148; The form of prospectus relating to the Offered Securities, as
first filed with the Commission pursuant to and in accordance with Rule 424(b)
(&#147;<B>Rule 424(b)</B>&#148;) under the Act or (if no such filing is required) as
included in a Registration Statement, including all material incorporated by
reference in such prospectus, is hereinafter referred to as the
&#147;<B>Prospectus</B>.&#148; No document has been or will be prepared or distributed
in reliance on Rule 434 under the Act. </P>
 </TD>
</TR>
</TABLE>
<BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>&nbsp;</TD>
     <TD WIDTH=90%>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)
If the Effective Time of the Initial Registration Statement is prior to the
execution and delivery of this Agreement, any Additional Registration Statement
and the Prospectus:&#160;&#160;(A) on the Effective Date of the Initial
Registration Statement, the Initial Registration Statement conformed in all
respects to the requirements of the Act and the rules and regulations of the
Commission (&#147;<B>Rules and Regulations</B>&#148;) and did not include any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading, (B)
on the Effective Date of the Additional Registration Statement (if any), each
Registration Statement conformed or will conform, in all respects to the
requirements of the Act and the Rules and Regulations and did not include, or
will not include, any untrue statement of a material fact and did not omit, or
will not omit, to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, and (C) on the date of
this Agreement, the Initial Registration Statement and, if the Effective Time of
the Additional Registration Statement is prior to the execution and delivery of
this Agreement, the Additional Registration Statement each conforms, and at the
time of filing of the Prospectus pursuant to Rule 424(b) or (if no such filing
is required) at the Effective Date of the Additional Registration Statement in
which the Prospectus is included, each Registration Statement and the Prospectus
will conform, in all respects to the requirements of the Act and the Rules and
Regulations, and neither of such documents includes, or will include, any untrue
statement of a material fact or omits, or will omit, to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading. If the Effective Time of the Initial Registration Statement is
subsequent to the execution and delivery of this Agreement, any Additional
Registration Statement and the Prospectus: on the
</TD>
</TR>
</TABLE><BR>

<HR SIZE=3 NOSHADE>

<PAGE>

<P ALIGN=RIGHT>4</P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>&nbsp;</TD>
     <TD WIDTH=90%>
<P>Effective Date of the Initial
Registration Statement, the Initial Registration Statement and the Prospectus
will conform in all respects to the requirements of the Act and the Rules and
Regulations, neither of such documents will include any untrue statement of a
material fact or will omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading, and no
Additional Registration Statement has been or will be filed. The two preceding
sentences do not apply to statements in or omissions from a Registration
Statement or the Prospectus based upon written information furnished to the
Company by any Underwriter through the Representatives specifically for use
therein, it being understood and agreed that the only such information is that
described as such in Section 7(c) hereof. </P>
</TD>
</TR>
</TABLE><BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>&nbsp;</TD>
     <TD WIDTH=90%>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)
The Company has been duly incorporated and is a validly existing corporation
under the laws of the State of Oregon, with power and authority (corporate and
other) to own its properties and conduct its business as described in the
Prospectus; and the Company is duly qualified to do business as a foreign
corporation in good standing in all other jurisdictions in which its ownership
or lease of property or the conduct of its business requires such qualification,
except if such failure to qualify would not have a Material Adverse Effect as
defined below. </P>
</TD>
</TR>
</TABLE><BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>&nbsp;</TD>
     <TD WIDTH=90%>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)
Each subsidiary of the Company has been duly incorporated and is an existing
corporation in good standing under the laws of the jurisdiction of its
incorporation, with power and authority (corporate and other) to own its
properties and conduct its business as described in the Prospectus; and each
subsidiary of the Company is duly qualified to do business as a foreign
corporation in good standing in all other jurisdictions in which its ownership
or lease of property or the conduct of its business requires such qualification;
all of the issued and outstanding capital stock of each subsidiary of the
Company has been duly authorized and validly issued and is fully paid and
nonassessable; and the capital stock of each subsidiary owned by the Company,
directly or through subsidiaries, is owned free from liens, encumbrances and
defects. </P>
</TD>
</TR>
</TABLE><BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>&nbsp;</TD>
     <TD WIDTH=90%>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)
The Company has an authorized capitalization as set forth in the Prospectus, and
the Offered Securities and all other outstanding shares of capital stock of the
Company have been duly authorized, are (or in the case of the Offered
Securities, when issued and delivered against payment therefor as provided
herein, will be) duly and validly issued, fully paid and nonassessable and
conform to the description thereof contained in the Prospectus; and the
shareholders of the Company have no preemptive or similar rights with respect to
the Securities. </P>
</TD>
</TR>
</TABLE><BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>&nbsp;</TD>
     <TD WIDTH=90%>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi)
The statements set forth in the Prospectus under the caption &#147;Description
of Common Stock,&#148; insofar as they purport to constitute a summary of the
terms of the Securities, are accurate, complete and fair. </P>
</TD>
</TR>
</TABLE><BR>

<HR SIZE=3 NOSHADE>

<PAGE>

<P ALIGN=RIGHT>5</P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>&nbsp;</TD>
     <TD WIDTH=90%>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vii)
Except as disclosed in the Prospectus, there are no contracts, agreements or
understandings between the Company and any person that would give rise to a
valid claim against the Company or any Underwriter for a brokerage commission,
finder&#146;s fee or other like payment in connection with this offering. </P>
</TD>
</TR>
</TABLE><BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>&nbsp;</TD>
     <TD WIDTH=90%>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(viii)
There are no contracts, agreements or understandings between the Company and any
person granting such person the right to require the Company to file a
registration statement under the Act with respect to any securities of the
Company owned or to be owned by such person or to require the Company to include
such securities registered pursuant to a Registration Statement or in any
securities being registered pursuant to any other registration statement filed
by the Company under the Act. </P>
</TD>
</TR>
</TABLE><BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>&nbsp;</TD>
     <TD WIDTH=90%>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ix) The
Securities are listed on the Nasdaq Stock Market's National
Market.</P>
</TD>
</TR>
</TABLE><BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>&nbsp;</TD>
     <TD WIDTH=90%>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(x)
No consent, approval, authorization, or order of, or filing with, any
governmental agency or body or any court is required to be obtained or made by
the Company for the consummation of the transactions contemplated by this
Agreement in connection with the sale of the Offered Securities, except such as
have been obtained and made under the Act and such as may be required under
state securities laws. </P>
</TD>
</TR>
</TABLE><BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>&nbsp;</TD>
     <TD WIDTH=90%>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(xi)
The execution, delivery and performance of this Agreement, and the consummation
of the transactions herein contemplated will not result in a breach or violation
of any of the terms and provisions of, or constitute a default under, any
statute, any rule, regulation or order of any governmental agency or body or any
court, domestic or foreign, having jurisdiction over the Company or any
subsidiary of the Company or any of their properties, or any agreement or
instrument to which the Company or any such subsidiary is a party or by which
the Company or any such subsidiary is bound or to which any of the properties of
the Company or any such subsidiary is subject, or the charter or by-laws of the
Company or any such subsidiary. </P>
</TD>
</TR>
</TABLE><BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>&nbsp;</TD>
     <TD WIDTH=90%>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         (xii) This Agreement has been duly authorized, executed and delivered
by the Company.</P>
</TD>
</TR>
</TABLE><BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>&nbsp;</TD>
     <TD WIDTH=90%>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(xiii)
Except as disclosed in the Prospectus, the Company and its subsidiaries have
good and marketable title to all real properties and all other properties and
assets owned by them, in each case free from liens, encumbrances and defects
that would materially affect the value thereof or materially interfere with the
use made or to be made thereof by them; and except as disclosed in the
Prospectus, the Company and its subsidiaries hold any leased real or personal
property under valid and enforceable leases with no exceptions that would
materially interfere with the use made or to be made thereof by them. </P>
</TD>
</TR>
</TABLE><BR>

<HR SIZE=3 NOSHADE>

<PAGE>

<P ALIGN=RIGHT>6</P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>&nbsp;</TD>
     <TD WIDTH=90%>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(xiv)
The Company and its subsidiaries possess adequate certificates, authorities or
permits issued by appropriate governmental agencies or bodies necessary to
conduct the business now operated by them and have not received any notice of
proceedings relating to the revocation or modification of any such certificate,
authority or permit that, if determined adversely to the Company or any of its
subsidiaries, would individually or in the aggregate have a material adverse
effect on the condition (financial or other), business, properties or results of
operations of the Company and its subsidiaries taken as a whole (&#147;<B>Material
Adverse Effect</B>&#148;). </P>
</TD>
</TR>
</TABLE><BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>&nbsp;</TD>
     <TD WIDTH=90%>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(xv)
No labor dispute with the employees of the Company or any subsidiary exists or,
to the knowledge of the Company, is imminent that might have a Material Adverse
Effect. </P>
</TD>
</TR>
</TABLE><BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>&nbsp;</TD>
     <TD WIDTH=90%>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(xvi)
Except as disclosed in the Prospectus, the Company and its subsidiaries own or
possess, or believe that they can acquire or license on reasonable terms,
adequate patents, patent rights, licenses, inventions, copyrights, know-how
(including trade secrets and other unpatented and/or unpatentable proprietary or
confidential information, systems or procedures), trademarks, service marks,
trade names or other intellectual property (collectively, &#147;<B>intellectual
property rights</B>&#148;) necessary to carry on the business now operated by the
Company and its subsidiaries, and neither the Company nor any of its
subsidiaries has received any notice or is otherwise aware of any infringement
of or conflict with asserted rights of others with respect to any intellectual
property rights or of any facts or circumstances which would render any
intellectual property rights invalid or inadequate to protect the interest of
the Company and its subsidiaries therein, and which infringement or conflict (if
the subject of any unfavorable decision, ruling or finding) or invalidity or
inadequacy would individually or in the aggregate have a Material Adverse
Effect. </P>
</TD>
</TR>
</TABLE><BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>&nbsp;</TD>
     <TD WIDTH=90%>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(xvii)
Except as disclosed in the Prospectus, neither the Company nor any of its
subsidiaries is in violation of any statute, any rule, regulation, decision or
order of any governmental agency or body or any court, domestic or foreign,
relating to the use, disposal or release of hazardous or toxic substances or
relating to the protection or restoration of the environment or human exposure
to hazardous or toxic substances (collectively, &#147;<B>environmental laws</B>&#148;),
owns or operates any real property contaminated with any substance that is
subject to any environmental laws, is liable for any off-site disposal or
contamination pursuant to any environmental laws, or is subject to any claim
relating to any environmental laws, which violation, contamination, liability or
claim would individually or in the aggregate have Material Adverse Effect; and
the Company is not aware of any pending investigation which might lead to such a
claim. </P>
</TD>
</TR>
</TABLE><BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>&nbsp;</TD>
     <TD WIDTH=90%>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(xviii)
Except as disclosed in the Prospectus, there are no pending actions, suits or
proceedings against or affecting the Company, any of its subsidiaries or any of
their respective properties that, if determined adversely to the Company or any
of its subsidiaries, would individually or in the aggregate have a Material

</TD>
</TR>
</TABLE><BR>

<HR SIZE=3 NOSHADE>

<PAGE>

<P ALIGN=RIGHT>7</P>


<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>&nbsp;</TD>
     <TD WIDTH=90%>
<P>Adverse Effect, or would materially and adversely affect the ability of the
Company to perform its obligations under this Agreement, or which are otherwise
material in the context of the sale of the Offered Securities; and no such
actions, suits or proceedings are threatened or, to the Company&#146;s
knowledge, contemplated. </P>
</TD>
</TR>
</TABLE><BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>&nbsp;</TD>
     <TD WIDTH=90%>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(xix)
The financial statements included in each Registration Statement and the
Prospectus present fairly the financial position of the Company and its
consolidated subsidiaries as of the dates shown and their results of operations
and cash flows for the periods shown, and such financial statements have been
prepared in conformity with generally accepted accounting principles in the
United States applied on a consistent basis, and the schedules included in each
Registration Statement present fairly the information required to be stated
therein. Deloitte &amp; Touche LLP, who have certified certain financial
statements of the Company and its subsidiaries, are independent public
accountants as required by the Act and the rules and regulations of the
Commission thereunder. </P>
</TD>
</TR>
</TABLE><BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>&nbsp;</TD>
     <TD WIDTH=90%>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(xx)
Except as disclosed in the Prospectus, since the date of the latest audited
financial statements included in the Prospectus there has been no material
adverse change, nor any development or event involving a prospective material
adverse change, in the condition (financial or other), business, properties or
results of operations of the Company and its subsidiaries taken as a whole, and,
except as disclosed in or contemplated by the Prospectus, there has been no
dividend or distribution of any kind declared, paid or made by the Company on
any class of its capital stock. </P>
</TD>
</TR>
</TABLE><BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>&nbsp;</TD>
     <TD WIDTH=90%>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(xxi)
The Company is not and, after giving effect to the offering and sale of the
Offered Securities and the application of the proceeds thereof as described in
the Prospectus, will not be an &#147;investment company&#148; as defined in the
Investment Company Act of 1940. </P>
</TD>
</TR>
</TABLE><BR>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         (b) The Selling Shareholder represents and warrants to, and agrees
with, the several Underwriters that:
</P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>&nbsp;</TD>
     <TD WIDTH=90%>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)
The Selling Shareholder has and on each Closing Date hereinafter mentioned will
have valid and unencumbered title to the Offered Securities to be delivered by
the Selling Shareholder on such Closing Date and full right, power and authority
to enter into this Agreement and to sell, assign, transfer and deliver the
Offered Securities to be delivered by the Selling Shareholder on such Closing
Date hereunder; and upon the delivery of and payment for the Offered Securities
on each Closing Date hereunder the several Underwriters will acquire valid and
unencumbered title to the Offered Securities to be delivered by the Selling
Shareholder on such Closing Date. </P>
</TD>
</TR>
</TABLE><BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>&nbsp;</TD>
     <TD WIDTH=90%>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)
If the Effective Time of the Initial Registration Statement is prior to the
execution and delivery of this Agreement: (A)&#160;on the Effective Date of the
Initial Registration Statement, the Initial Registration Statement conformed in
all
</TD>
</TR>
</TABLE><BR>

<HR SIZE=3 NOSHADE>

<PAGE>

<P ALIGN=RIGHT>8</P>


<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>&nbsp;</TD>
     <TD WIDTH=90%>
<P>respects to the requirements of the Act and the Rules and Regulations and
did not include any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, (B) on the Effective Date of the Additional Registration
Statement (if any), each Registration Statement conformed, or will conform, in
all respects to the requirements of the Act and the Rules and Regulations did
not include, or will not include, any untrue statement of a material fact and
did not omit, or will not omit, to state any material fact required to be stated
therein or necessary to make the statements therein not misleading, and (C) on
the date of this Agreement, the Initial Registration Statement and, if the
Effective Time of the Additional Registration Statement is prior to the
execution and delivery of this Agreement, the Additional Registration Statement
each conforms, and at the time of filing of the Prospectus pursuant to
Rule&#160;424(b) or (if no such filing is required) at the Effective Date of the
Additional Registration Statement in which the Prospectus is included, each
Registration Statement and the Prospectus will conform, in all respects to the
requirements of the Act and the Rules and Regulations, and neither of such
documents includes, or will include, any untrue statement of a material fact or
omits, or will omit, to state any material fact required to be stated therein or
necessary to make the statements therein not misleading in each case, (A), (B)
and (C) to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the Company by the
Selling Shareholder specifically for use therein. If the Effective Time of the
Initial Registration Statement is subsequent to the execution and delivery of
this Agreement: on the Effective Date of the Initial Registration Statement, the
Initial Registration Statement and the Prospectus will conform in all respects
to the requirements of the Act and the Rules and Regulations, neither of such
documents will include any untrue statement of a material fact or will omit to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was made in reliance upon and in conformity with written
information furnished to the Company by the Selling Shareholder specifically for
use therein. </P>
</TD>
</TR>
</TABLE><BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>&nbsp;</TD>
     <TD WIDTH=90%>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)
No consent, approval, authorization or order of, or filing with, any
governmental agency or body or any court is required to be obtained or made by
the Selling Shareholder for the execution and delivery by the Selling
Shareholder of this Agreement and for the sale and delivery of the Offered
Securities sold by the Selling Shareholder, except such as have been obtained
and made under the Act and such as may be required under the securities laws of
any state or jurisdiction outside the United States and The Netherlands, and
except for any requirement that payments for the Offered Securities made or
received by the Selling Shareholder to or from non-residents of The Netherlands
have to be reported to the Central Bank of the Netherlands, any notification by
the Selling Shareholder to the Company or the Securities Board of the
Netherlands as required pursuant to the Major Disclosures Act, and any
requirement that the
</TD>
</TR>
</TABLE><BR>

<HR SIZE=3 NOSHADE>

<PAGE>

<P ALIGN=RIGHT>9</P>


<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>&nbsp;</TD>
     <TD WIDTH=90%>
<P>Selling Shareholder file with the Commission a Form 4, a
Form 5, or an amendment to any report on Schedule 13D relating to the Company. </P>
</TD>
</TR>
</TABLE><BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>&nbsp;</TD>
     <TD WIDTH=90%>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         (iv) This Agreement has been duly authorized, executed and delivered by
the Selling Shareholder.</P>
</TD>
</TR>
</TABLE><BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>&nbsp;</TD>
     <TD WIDTH=90%>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)
The execution, delivery and performance by the Selling Shareholder of this
Agreement and the consummation of the transactions herein contemplated will not
result in a breach or violation by the Selling Shareholder of any of the terms
and provisions of, or constitute a default under, any statute, any rule,
regulation or order of any governmental agency or body or any court having
jurisdiction over the Selling Shareholder or any of its or his properties or any
agreement or instrument to which the Selling Shareholder is a party or by which
the Selling Shareholder is bound or to which any of the properties of the
Selling Shareholder are subject or, the charter or bylaws of the Selling
Shareholder. </P>
</TD>
</TR>
</TABLE><BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>&nbsp;</TD>
     <TD WIDTH=90%>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi)
There are no contracts, agreements or understandings between the Selling
Shareholder and any person granting such person the right to require the Selling
Shareholder to compel the Company to file a registration statement under the Act
with respect to any securities of the Company owned or to be owned by such
person or to require the Selling Shareholder to compel the Company to include
such securities in the securities registered pursuant to a Registration
Statement or in any securities being registered pursuant to any other
registration statement filed by the Company under the Act. </P>
</TD>
</TR>
</TABLE><BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>&nbsp;</TD>
     <TD WIDTH=90%>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vii)
There are no pending actions, suits or proceedings against or affecting the
Selling Shareholder that, if determined adversely to the Selling Shareholder,
would individually or in the aggregate materially and adversely affect the
ability of the Selling Shareholder to perform its obligations under this
Agreement or which are otherwise material in the context of the sale of the
Offered Securities; and no such actions, suits or proceedings are threatened or,
to the Selling Shareholder&#146;s knowledge, contemplated. </P>
</TD>
</TR>
</TABLE><BR>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         3. <I>Purchase, Sale and Delivery of Offered Securities</I>. On the basis of
the representations, warranties and agreements herein contained, but subject to
the terms and conditions herein set forth, the Company and the Selling
Shareholder agree, severally and not jointly, to sell to each Underwriter, and
each Underwriter agrees, severally and not jointly, to purchase from the Company
and the Selling Shareholder, at a purchase price of $29.12 per share, that
number of Firm Securities (rounded up or down, as determined by Credit Suisse
First Boston Corporation (&#147;<B>CSFBC</B>&#148;) in its discretion, in order to
avoid fractions) obtained by multiplying 2,666,666 Firm Securities in the case
of the Company and 5,333,334 Firm Securities in the case of the Selling
Shareholder, in each case by a fraction the numerator of which is the number of
Firm Securities set forth opposite the name of such Underwriter in
Schedule&#160;A hereto and the denominator of which is the total number of Firm
Securities. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         The Company and the Selling Shareholder will deliver the Firm
Securities to the Representatives for the accounts of the Underwriters, against
payment of the purchase price in </P>


<HR SIZE=3 NOSHADE>

<PAGE>

<P ALIGN=RIGHT>10</P>

<P>
Federal (same day) funds by wire transfers to
accounts at a bank or banks acceptable to CSFBC drawn to the order of the
Company in the case of 2,666,666 shares of Firm Securities and the Selling
Shareholder in the case of 5,333,334 shares of Firm Securities, at the office of
Stoel Rives LLP, Standard Insurance Center, 900 SW Fifth Avenue, Suite 2600,
Portland, Oregon 97204, at 10:00 A.M., New York time, on May 22, 2001, or at
such other time not later than seven full business days thereafter as CSFBC, the
Company and the Selling Shareholder determine, such time being herein referred
to as the &#147;<B>First Closing Date</B>.&#148; The certificates for the Firm
Securities so to be delivered will be in definitive form, in such denominations
and registered in such names as CSFBC requests and will be made available for
checking and packaging by the Company at the above office of Stoel Rives LLP and
by the Selling Shareholder at the office of Philips International B.V., Building
V0-1, Groenewoudseweg 1, 5621 B.A. Eindhoven, The Netherlands at least
24&#160;hours prior to the First Closing Date. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         In addition, upon written notice from CSFBC given to the Company and
the Selling Shareholder from time to time not more than 30 days subsequent to
the date of the Prospectus, the Underwriters may purchase all or less than all
of the Optional Securities at the purchase price per Security to be paid for the
Firm Securities. The Company and the Selling Shareholder agree, severally and
not jointly, to sell to the Underwriters the respective numbers of Optional
Securities obtained by multiplying the number of Optional Securities specified
in such notice by a fraction the numerator of which is 400,000 in the case of
the Company and 800,000 in the case of the Selling Shareholder, respectively,
and the denominator of which is the total number of Optional Securities (subject
to adjustment by CSFBC to eliminate fractions). Such Optional Securities shall
be purchased from the Company and the Selling Shareholder for the account of
each Underwriter in the same proportion as the number of Firm Securities set
forth opposite such Underwriter&#146;s name bears to the total number of Firm
Securities (subject to adjustment by CSFBC to eliminate fractions) and may be
purchased by the Underwriters only for the purpose of covering over-allotments
made in connection with the sale of the Firm Securities. No Optional Securities
shall be sold or delivered unless the Firm Securities previously have been, or
simultaneously are, sold and delivered. The right to purchase the Optional
Securities or any portion thereof may be exercised from time to time and to the
extent not previously exercised may be surrendered and terminated at any time
upon notice by CSFBC to the Company and the Selling Shareholder. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         Each time for the delivery of and payment for the Optional Securities,
being herein referred to as an &#147;<B>Optional Closing Date</B>,&#148; which may be
the First Closing Date (the First Closing Date and each Optional Closing Date,
if any, being sometimes referred to as a &#147;<B>Closing Date</B>&#148;), shall be
determined by CSFBC but shall be not later than five full business days after
written notice of election to purchase Optional Securities is given. The Company
and the Selling Shareholder will deliver the Optional Securities being purchased
on each Optional Closing Date to the Representatives for the accounts of the
several Underwriters, against payment of the purchase price therefor in Federal
(same day) funds by wire transfer to an account at a bank acceptable to CSFBC
drawn to the order of the Company in the case of 400,000 Optional Securities and
the Selling Shareholder in the case of 800,000 Optional Securities, at the above
office of Stoel Rives LLP. The certificates for the Optional Securities being
purchased on each Optional Closing Date will be in definitive form, in such
denominations and registered in such names as CSFBC requests upon reasonable
notice prior to such Optional Closing Date and will be made available for
checking and packaging by the Company at the above office of Stoel Rives
</P>

<HR SIZE=3 NOSHADE>

<PAGE>

<P ALIGN=RIGHT>11</P>

<P>
LLP and
by the Selling Shareholder at the above office of Philips International B.V. at
a reasonable time in advance of such Optional Closing Date. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         4. <I>Offering by Underwriters</I>. It is understood that the several
Underwriters propose to offer the Offered Securities for sale to the public as
set forth in the Prospectus.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         5. <I>Certain Agreements of the Company and the Selling Shareholder</I>. The
Company agrees with the several Underwriters and the Selling Shareholder that:
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a) If the Effective Time
of the Initial Registration Statement is prior to the execution and delivery of
this Agreement, the Company will file the Prospectus with the Commission
pursuant to and in accordance with subparagraph&#160;(1) (or, if applicable and
if consented to by CSFBC, subparagraph&#160;(4)) of Rule&#160;424(b) not later
than the earlier of (A)&#160;the second business day following the execution and
delivery of this Agreement or (B)&#160;the fifteenth business day after the
Effective Date of the Initial Registration Statement. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         The Company will advise CSFBC promptly of any such filing pursuant to
Rule 424(b). If the Effective Time of the Initial Registration Statement is
prior to the execution and delivery of this Agreement and an additional
registration statement is necessary to register a portion of the Offered
Securities under the Act but the Effective Time thereof has not occurred as of
such execution and delivery, the Company will file the additional registration
statement or, if filed, will file a post-effective amendment thereto with the
Commission pursuant to and in accordance with Rule 462(b) on or prior to 10:00
P.M., New York time, on the date of this Agreement or, if earlier, on or prior
to the time the Prospectus is printed and distributed to any Underwriter, or
will make such filing at such later date as shall have been consented to by
CSFBC. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         (b) The Company will advise CSFBC promptly of any proposal to amend or
supplement the initial or any additional registration statement as filed or the
related prospectus or the Initial Registration Statement, the Additional
Registration Statement (if any) or the Prospectus and will not effect such
amendment or supplementation without CSFBC&#146;s consent; and the Company will
also advise CSFBC promptly of the effectiveness of each Registration Statement
(if its Effective Time is subsequent to the execution and delivery of this
Agreement) and of any amendment or supplementation of a Registration Statement
or the Prospectus and of the institution by the Commission of any stop order
proceedings in respect of a Registration Statement and will use its best efforts
to prevent the issuance of any such stop order and to obtain as soon as possible
its lifting, if issued. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         (c) If, at any time when a prospectus relating to the Offered
Securities is required to be delivered under the Act in connection with sales by
any Underwriter or dealer, any event occurs as a result of which the Prospectus
as then amended or supplemented would include an untrue statement of a material
fact or omit to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, or if it is necessary at any time to amend the Prospectus to comply
with the Act, the Company will promptly notify CSFBC of such event and will
promptly prepare and file with the Commission, at its own expense, an amendment
or supplement which will correct such statement or omission or an amendment
which will effect such compliance. Neither CSFBC&#146;s consent to, </P>

<HR SIZE=3 NOSHADE>

<PAGE>

<P ALIGN=RIGHT>12</P>

<P>nor the
Underwriters&#146; delivery of, any such amendment or supplement shall
constitute a waiver of any of the conditions set forth in Section 6. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(d) As soon as practicable,
but not later than the Availability Date (as defined below), the Company will
make generally available to its securityholders an earnings statement covering a
period of at least 12 months beginning after the Effective Date of the Initial
Registration Statement (or, if later, the Effective Date of the Additional
Registration Statement) which will satisfy the provisions of Section 11(a) of
the Act. For the purpose of the preceding sentence, &#147;<B>Availability
Date</B>&#148; means the 45th day after the end of the fourth fiscal quarter
following the fiscal quarter that includes such Effective Date, except that, if
such fourth fiscal quarter is the last quarter of the Company&#146;s fiscal
year, &#147;<B>Availability Date</B>&#148; means the 90th day after the end of such
fourth fiscal quarter. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(e) The Company will
furnish to the Representatives copies of each Registration Statement (five of
which will be signed and will include all exhibits), each related preliminary
prospectus, and, so long as a prospectus relating to the Offered Securities is
required to be delivered under the Act in connection with sales by any
Underwriter or dealer, the Prospectus and all amendments and supplements to such
documents, in each case in such quantities as CSFBC requests. The Prospectus
shall be so furnished on or prior to 3:00 P.M., New York time, on the business
day following the later of the execution and delivery of this Agreement or the
Effective Time of the Initial Registration Statement. All other such documents
shall be so furnished as soon as available. The Company and the Selling
Shareholder will pay the expenses of printing and distributing to the
Underwriters all such documents. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(f) The Company will
arrange for the qualification of the Offered Securities for sale under the laws
of such jurisdictions as CSFBC designates and will continue such qualifications
in effect so long as required for the distribution. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(g) During the period of 5
years hereafter, the Company will furnish to the Representatives and, upon
request, to each of the other Underwriters, as soon as practicable after the end
of each fiscal year, a copy of its annual report to shareholders for such year;
and the Company will furnish to the Representatives (i) as soon as available, a
copy of each report and any definitive proxy statement of the Company filed with
the Commission under the Securities Exchange Act of 1934 or mailed to
shareholders, and (ii) from time to time, such other information concerning the
Company as CSFBC may reasonably request. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(h) For a period of
180&#160;days after the date of the initial public offering of the Offered
Securities, the Company will not offer, sell, contract to sell, pledge or
otherwise dispose of, directly or indirectly, or file with the Commission a
registration statement under the Act relating to, any additional shares of its
Securities or securities convertible into or exchangeable or exercisable for any
shares of its Securities, or publicly disclose the intention to make any such
offer, sale, pledge, disposition or filing, without the prior written consent of
CSFBC, except (i) grants of employee stock options pursuant to the terms of a
plan in effect on the date hereof, (ii) issuances of Securities pursuant to the
exercise of such options, (iii) the exercise of any other employee stock options
outstanding on the date hereof, (iv) issuances of common stock under the
Company&#146;s employee stock purchase plan, or (v) issuances of Securities
pursuant to the Combination Agreement, dated as of November 15, 1996 between
Philips Industrial Electronics
</P>


<HR SIZE=3 NOSHADE>

<PAGE>

<P ALIGN=RIGHT>13</P>

<P>
International B.V. and the Company; <U>provided</U>,
<U>however</U>, that beginning 90 days after the date of the initial public offering of
the Offered Securities, the officers and directors of the Company as a group may
transfer up to an aggregate of 250,000 shares of the Company&#146;s common
stock. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(i) The Company and the
Selling Shareholder agree with the several Underwriters that the Company and the
Selling Shareholder will pay all expenses incident to the performance of the
obligations of the Company and the Selling Shareholder, as the case may be,
under this Agreement, for any filing fees and other expenses (including fees and
disbursements of counsel) in connection with qualification of the Offered
Securities for sale under the laws of such jurisdictions as CSFBC designates and
the printing of memoranda relating thereto for the filing fee incident to, and
the reasonable fees and disbursements of counsel to the Underwriters in
connection with, the review by the National Association of Securities Dealers,
Inc. of the Offered Securities, for any travel expenses of the Company&#146;s
officers and employees and any other expenses of the Company in connection with
attending or hosting meetings with prospective purchasers of the Offered
Securities, for any transfer taxes on the sale by the Selling Shareholder of the
Offered Securities to the Underwriters and for expenses incurred in distributing
preliminary prospectuses and the Prospectus (including any amendments and
supplements thereto) to the Underwriters. It is understood, however, that the
Company shall bear, and the Selling Shareholder shall not be required to pay or
to reimburse the Company for, the cost of any matters not directly relating to
the sale and purchase of the Offered Securities pursuant to this Agreement, and
that, except as provided in this Section, and Section 7 hereof, the Underwriters
will pay all of their own costs and expenses, including the fees of their
counsel, stock transfer taxes on resale of any of the Offered Securities by
them, and any advertising expenses connected with any offers they may make. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(j) The Selling Shareholder
agrees to deliver to CSFBC, attention: Transactions Advisory Group on or prior
to the First Closing Date a properly completed and executed United States
Treasury Department Form W-8BEN (or other applicable form or statement specified
by Treasury Department regulations in lieu thereof). </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(k) The Selling Shareholder
agrees to deliver a &#147;lock-up&#148; agreement to CSFBC stating that for a
period of 180&#160;days after the date of the initial public offering of the
Offered Securities, such Selling Stockholder will not offer, sell, contract to
sell, pledge or otherwise dispose of, directly or indirectly, any additional
shares of the Securities of the Company or securities convertible into or
exchangeable or exercisable for any shares of Securities, enter into a
transaction which would have the same effect, or enter into any swap, hedge or
other arrangement that transfers, in whole or in part, any of the economic
consequences of ownership of the Securities, whether any such aforementioned
transaction is to be settled by delivery of the Securities or such other
securities, in cash or otherwise, or publicly disclose the intention to make any
such offer, sale, pledge or disposition, or enter into any such transaction,
swap, hedge or other arrangement, without, in each case, the prior written
consent of CSFBC, except that the Selling Shareholder may transfer shares of the
Securities of the Company to an affiliate (as defined in Rule 405 under the Act)
or to an affiliate of Koninklijke Philips Electronics N.V. or as otherwise
permitted pursuant to such &#147;lock-up&#148; agreement. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
6. <I>Conditions of the
Obligations of the Underwriters</I>. The obligations of the several Underwriters to
purchase and pay for the Firm Securities on the First Closing Date and the
</P>

<HR SIZE=3 NOSHADE>

<PAGE>

<P ALIGN=RIGHT>14</P>

<P>Optional Securities to be purchased on each Optional Closing Date will be
subject to the accuracy of the representations and warranties on the part of the
Company and the Selling Shareholder herein, to the accuracy of the statements of
Company officers made pursuant to the provisions hereof, to the performance by
the Company and the Selling Shareholder of their obligations hereunder and to
the following additional conditions precedent: </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a) The Representatives
shall have received a letter, dated the date of delivery thereof (which, if the
Effective Time of the Initial Registration Statement is prior to the execution
and delivery of this Agreement, shall be on or prior to the date of this
Agreement or, if the Effective Time of the Initial Registration Statement is
subsequent to the execution and delivery of this Agreement, shall be prior to
the filing of the amendment or post-effective amendment to the registration
statement to be filed shortly prior to such Effective Time), of Deloitte &amp;
Touche LLP confirming that they are independent public accountants within the
meaning of the Act and the applicable published Rules and Regulations thereunder
and stating to the effect that: </P>


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<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)
in their opinion the financial statements and schedules examined by them and
included in the Registration Statements comply as to form in all material
respects with the applicable accounting requirements of the Act and the related
published Rules and Regulations; </P>
</TD>
</TR>
</TABLE><BR>

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     <TD WIDTH=10%>&nbsp;</TD>
     <TD WIDTH=90%>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)
they have performed the procedures specified by the American Institute of
Certified Public Accountants for a review of interim financial information as
described in Statement of Auditing Standards No. 71, Interim Financial
Information, on the unaudited financial statements included in the Registration
Statements; </P>
</TD>
</TR>
</TABLE><BR>

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     <TD WIDTH=10%>&nbsp;</TD>
     <TD WIDTH=90%>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)
on the basis of the review referred to in clause (ii) above, a reading of the
latest available interim financial statements of the Company, inquiries of
officials of the Company who have responsibility for financial and accounting
matters and other specified procedures, nothing came to their attention that
caused them to believe that: </P>
</TD>
</TR>
</TABLE><BR>

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<TR VALIGN=TOP>
<TD WIDTH=15%>&nbsp;</TD>
<TD WIDTH=85%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A)
the unaudited financial statements included in the Registration Statements do
not comply as to form in all material respects with the applicable accounting
requirements of the Act and the related published Rules and Regulations or any
material modifications should be made to such unaudited financial statements for
them to be in conformity with generally accepted accounting principles;
</TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=15%>&nbsp;</TD>
<TD WIDTH=85%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(B)
the unaudited statement of operations data for the thirteen-week periods ended
April 2, 2000 and April 1, 2001 included in the Prospectus do not agree with the
amounts set forth in the unaudited consolidated financial statements for those
same periods or were not determined on a basis substantially consistent with
that of the corresponding amounts in the audited statements of income;
</TD>
</TR>
</TABLE>
<BR>

<HR SIZE=3 NOSHADE>

<PAGE>

<P ALIGN=RIGHT>15</P>


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<TD WIDTH=15%>&nbsp;</TD>
<TD WIDTH=85%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(C)
at the date of the latest available balance sheet read by such accountants, or
at a subsequent specified date not more than three business days prior to the
date of this Agreement, there was any change in the capital stock or any
increase in short-term indebtedness or long-term debt of the Company and its
consolidated subsidiaries or, at the date of the latest available balance sheet
read by such accountants, there was any decrease in consolidated net current
assets or net assets, as compared with amounts shown on the latest balance sheet
included in the Prospectus; or
</TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=15%>&nbsp;</TD>
<TD WIDTH=85%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(D)
for the period from the closing date of the latest income statement included in
the Prospectus to the closing date of the latest available income statement read
by such accountants there were any decreases, as compared with the corresponding
period of the previous year and with the period of corresponding length ended
the date of the latest income statement included in the Prospectus, in
consolidated net sales or net operating income in the total or per share amounts
of consolidated income before extraordinary items or net income;
</TD>
</TR>
</TABLE>
<BR>

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<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%>
except
in all cases set forth in clauses (A ) and (B) above for changes, increases or
decreases which the Prospectus discloses have occurred or may occur or which are
described in such letter; and</TD>
</TR>
</TABLE>
<BR>

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     <TD WIDTH=10%>&nbsp;</TD>
     <TD WIDTH=90%>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)
they have compared specified dollar amounts (or percentages derived from such
dollar amounts) and other financial information contained in the Registration
Statements (in each case to the extent that such dollar amounts, percentages and
other financial information are derived from the general accounting records of
the Company and its subsidiaries subject to the internal controls of the
Company&#146;s accounting system or are derived directly from such records by
analysis or computation) with the results obtained from inquiries, a reading of
such general accounting records and other procedures specified in such letter
and have found such dollar amounts, percentages and other financial information
to be in agreement with such results, except as otherwise specified in such
letter. </P>
</TD>
</TR>
</TABLE><BR>

<P>For purposes of this
subsection, (i) if the Effective Time of the Initial Registration Statement is
subsequent to the execution and delivery of this Agreement, &#147;<B>Registration
Statement</B>&#148; shall mean the initial registration statement as proposed to be
amended by the amendment or post-effective amendment to be filed shortly prior
to its Effective Time, (ii) if the Effective Time of the Initial Registration
Statement is prior to the execution and delivery of this Agreement but the
Effective Time of the Additional Registration Statement is subsequent to such
execution and delivery, &#147;<B>Registration Statement</B>&#148; shall mean the
Initial Registration Statement and the additional registration statement as
proposed to be filed or as proposed to be amended by the post-effective
amendment to be filed shortly prior to its Effective Time, and (iii)
&#147;<B>Prospectus</B>&#148; shall mean the prospectus included in the Registration
Statement. All financial statements and schedules included in material
incorporated by reference into the Prospectus shall be deemed included in the
Registration Statement for purposes of this subsection. </P>

<HR SIZE=3 NOSHADE>

<PAGE>

<P ALIGN=RIGHT>16</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b) If the Effective Time
of the Initial Registration Statement is not prior to the execution and delivery
of this Agreement, such Effective Time shall have occurred not later than 10:00
P.M., New York time, on the date of this Agreement or such later date as shall
have been consented to by CSFBC. If the Effective Time of the Additional
Registration Statement (if any) is not prior to the execution and delivery of
this Agreement, such Effective Time shall have occurred not later than 10:00
P.M., New York time, on the date of this Agreement or, if earlier, the time the
Prospectus is printed and distributed to any Underwriter, or shall have occurred
at such later date as shall have been consented to by CSFBC. If the Effective
Time of the Initial Registration Statement is prior to the execution and
delivery of this Agreement, the Prospectus shall have been filed with the
Commission in accordance with the Rules and Regulations and Section 5(a) of this
Agreement. Prior to such Closing Date, no stop order suspending the
effectiveness of a Registration Statement shall have been issued and no
proceedings for that purpose shall have been instituted or, to the knowledge of
the Selling Shareholder, the Company or the Representatives, shall be
contemplated by the Commission. </P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c) Subsequent to the
execution and delivery of this Agreement, there shall not have occurred (i) any
change, or any development or event involving a prospective change, in the
condition (financial or other), business, properties or results of operations of
the Company and its subsidiaries taken as one enterprise which, in the judgment
of a majority in interest of the Underwriters including the Representatives, is
material and adverse and makes it impractical or inadvisable to proceed with
completion of the public offering or the sale of and payment for the Offered
Securities; (ii) any downgrading in the rating of any debt securities of the
Company by any &#147;nationally recognized statistical rating organization&#148;
(as defined for purposes of Rule&#160;436(g) under the Act), or any public
announcement that any such organization has under surveillance or review its
rating of any debt securities of the Company (other than an announcement with
positive implications of a possible upgrading, and no implication of a possible
downgrading, of such rating); (iii) any material suspension or material
limitation of (y) trading in securities generally on the New York Stock Exchange
or (z) quotation of securities generally on the Nasdaq&#146;s National Market ,
or any setting of minimum prices for trading on any such exchange or quotation
system, or any suspension of trading of any securities of the Company on any
exchange or in the over-the-counter market; (iv) any banking moratorium declared
by U.S. Federal or New York authorities; or (v) any outbreak or escalation of
major hostilities in which the United States is involved, any declaration of war
by Congress or any other substantial national or international calamity or
emergency if, in the judgment of a majority in interest of the Underwriters
including the Representatives, the effect of any such outbreak, escalation,
declaration, calamity or emergency makes it impractical or inadvisable to
proceed with completion of the public offering or the sale of and payment for
the Offered Securities. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(d) The Representatives
shall have received an opinion, dated such Closing Date, of Stoel Rives LLP,
counsel for the Company, to the effect that: </P>


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<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)
The Company has been duly incorporated and is a validly existing corporation
under the laws of the State of Oregon, with corporate power and authority to own
its properties and conduct its business as described in the Prospectus; and the
Company is duly qualified to do business as a foreign corporation in good
standing in all other jurisdictions in which its ownership or
</TD>
</TR>
</TABLE><BR>

<HR SIZE=3 NOSHADE>

<PAGE>

<P ALIGN=RIGHT>17</P>

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     <TD WIDTH=90%>
<P>lease of property
or the conduct of its business requires such qualification, except if such
failure to qualify would not have a Material Adverse Effect; </P>
</TD>
</TR>
</TABLE><BR>

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     <TD WIDTH=90%>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)
The Company has an authorized capitalization as set forth in the Prospectus, and
the Offered Securities delivered on such Closing Date and all other outstanding
shares of the Common Stock of the Company have been duly authorized and validly
issued, are fully paid and nonassessable and conform in all material respects to
the description thereof contained in the Prospectus; and the shareholders of the
Company have no preemptive or similar rights with respect to the Securities
under the Company&#146;s Articles of Incorporation or Bylaws or, to the
knowledge of such counsel, any agreement or instrument to which the Company is a
party or by which the Company is bound; </P>
</TD>
</TR>
</TABLE><BR>

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     <TD WIDTH=10%>&nbsp;</TD>
     <TD WIDTH=90%>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)
The statements set forth in the Prospectus under the caption &#147;Description
of Common Stock,&#148; insofar as they purport to constitute a summary of the
terms of the Securities, are accurate, complete and fair. </P>
</TD>
</TR>
</TABLE><BR>

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     <TD WIDTH=90%>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)
There are no contracts, agreements or understandings known to such counsel
between the Company and any person granting such person the right to require the
Company to file a registration statement under the Act with respect to any
securities of the Company owned or to be owned by such person or to require the
Company to include such securities in the securities registered pursuant to the
Registration Statement or in any securities being registered pursuant to any
other registration statement filed by the Company under the Act; </P>
</TD>
</TR>
</TABLE><BR>

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     <TD WIDTH=10%>&nbsp;</TD>
     <TD WIDTH=90%>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)
The Company is not and, after giving effect to the offering and sale of the
Offered Securities and the application of the proceeds thereof as described in
the Prospectus, will not be an &#147;investment company&#148; as defined in the
Investment Company Act of 1940. </P>
</TD>
</TR>
</TABLE><BR>

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<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi)
No consent, approval, authorization or order of, or filing with, any
governmental agency or body or any court is required to be obtained or made by
the Company for the consummation of the transactions contemplated by this
Agreement in connection with the sale of the Offered Securities, except such as
have been obtained and made under the Act and such as may be required under
state securities laws; </P>
</TD>
</TR>
</TABLE><BR>

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     <TD WIDTH=90%>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vii)
The execution, delivery and performance of this Agreement and the consummation
of the transactions herein contemplated will not result in a breach or violation
of any of the terms and provisions of, or constitute a default under, any
statute, any rule, regulation or order of any governmental agency or body or any
court having jurisdiction over the Company or any subsidiary of the Company
domiciled in the United States or any of their properties, or to such
counsel&#146;s knowledge any agreement or instrument to which the Company or any
such subsidiary is a party or by which the Company or any such subsidiary is
bound or to which any of the properties of the Company or any such subsidiary is
</TD>
</TR>
</TABLE><BR>

<HR SIZE=3 NOSHADE>

<PAGE>

<P ALIGN=RIGHT>18</P>

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     <TD WIDTH=90%>
<P>subject (except such breaches or violations as would not have a Material Adverse
Effect), or the charter or by-laws of the Company or any such subsidiary; </P>
</TD>
</TR>
</TABLE><BR>

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     <TD WIDTH=10%>&nbsp;</TD>
     <TD WIDTH=90%>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(viii)
The Initial Registration Statement was declared effective under the Act as of
the date and time specified in such opinion, the Additional Registration
Statement (if any) was filed and became effective under the Act as of the date
and time (if determinable) specified in such opinion, the Prospectus either was
filed with the Commission pursuant to the subparagraph of Rule 424(b) specified
in such opinion on the date specified therein or was included in the Initial
Registration Statement or the Additional Registration Statement (as the case may
be); </P>
</TD>
</TR>
</TABLE><BR>

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     <TD WIDTH=10%>&nbsp;</TD>
     <TD WIDTH=90%>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         (ix) This Agreement has been duly authorized, executed and delivered by
the Company;
</P>
</TD>
</TR>
</TABLE><BR>

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<TR VALIGN=TOP>
     <TD WIDTH=10%>&nbsp;</TD>
     <TD WIDTH=90%>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(x)
To the knowledge of such counsel, there are no franchises, contracts, leases,
documents or legal proceedings, pending or threatened, which in the opinion of
such counsel are of a character required to be described in the Registration
Statement or the Prospectus or to be filed as exhibits to the Registration
Statement, which are not described and filed as required; </P>
</TD>
</TR>
</TABLE><BR>

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<TR VALIGN=TOP>
     <TD WIDTH=10%>&nbsp;</TD>
     <TD WIDTH=90%>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(xi)
To the knowledge of such counsel, there are no legal or governmental proceedings
pending relating to patent rights (other than pending patent applications),
trade secrets, trademarks, copyrights or other proprietary technology,
processes, information and materials of the Company or any of its subsidiaries,
nor to the knowledge of such counsel are any such proceedings threatened or
contemplated by governmental authorities or others, nor to the knowledge of such
counsel has the Company or any subsidiary received any communication from a
third party in which it is alleged that the Company or such subsidiary is
infringing or violating any patent rights of that third party; and </P>
</TD>
</TR>
</TABLE><BR>

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<TR VALIGN=TOP>
     <TD WIDTH=10%>&nbsp;</TD>
     <TD WIDTH=90%>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(xii)
Each &#147;Significant Subsidiary&#148; of the Company (as such term is defined
under Rule 1-02(w) of Regulation S-X promulgated under the Securities Act of
1933, as amended, and the Securities Exchange Act of 1934, as amended) has been
duly incorporated and is an existing corporation in good standing under the laws
of the jurisdiction of its incorporation, with power and authority (corporate
and other) to own its properties and conduct its business as described in the
Prospectus; and each subsidiary of the Company is duly qualified to do business
as a foreign corporation in good standing in all other jurisdictions in which
its ownership or lease of property or the conduct of its business requires such
qualification, except if such failure to qualify would not have a Material
Adverse Effect; all of the issued and outstanding capital stock of each
subsidiary of the Company has been duly authorized and validly issued and is
fully paid and nonassessable; and the capital stock of each subsidiary owned by
the Company, directly or through subsidiaries, is owned free from liens,
encumbrances and defects. This opinion in subsection (xii) regarding the
Company&#146;s Significant
</TD>
</TR>
</TABLE><BR>

<HR SIZE=3 NOSHADE>

<PAGE>

<P ALIGN=RIGHT>19</P>


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<P>Subsidiaries will be given by De Brauw Blackstone
Westbroek N.V. as Netherlands legal adviser to the Company. </P>
</TD>
</TR>
</TABLE><BR>

<P>The opinion of such counsel
shall also state that, to the knowledge of such counsel, no stop order
suspending the effectiveness of a Registration Statement or any part thereof has
been issued and no proceedings for that purpose have been instituted or are
pending or contemplated under the Act, and each Registration Statement and the
Prospectus, and each amendment or supplement thereto, as of their respective
effective or issue dates, complied as to form in all material respects with the
requirements of the Act and the Rules and Regulations; nothing has come to such
counsel&#146;s attention that has caused it to believe that any part of a
Registration Statement or any amendment thereto, as of its effective date or as
of such Closing Date, contained any untrue statement of a material fact or
omitted to state any material fact required to be stated therein or necessary to
make the statements therein not misleading; or that the Prospectus or any
amendment or supplement thereto, as of its issue date or as of such Closing
Date, contained any untrue statement of a material fact or omitted to state any
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading; the descriptions
in the Registration Statements and Prospectus of statutes, legal and
governmental proceedings and contracts and other documents are accurate and
fairly present the information required to be shown; and such counsel do not
know of any legal or governmental proceedings required to be described in a
Registration Statement or the Prospectus which are not described as required or
of any contracts or documents of a character required to be described in a
Registration Statement or the Prospectus or to be filed as exhibits to a
Registration Statement which are not described and filed as required; it being
understood that such counsel need express no opinion as to the financial
statements or other financial data contained in the Registration Statements or
the Prospectus. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         (e) The Representatives shall have received an opinion, dated such
Closing Date, of Albert F. Verdam, Esq., as Netherlands counsel for the Selling
Shareholder, to the effect that with respect to the Selling Shareholder:
</P>

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<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)
Assuming the Selling Shareholder had valid and unencumbered title to the Offered
Securities delivered by the Selling Shareholder on such Closing Date, the
Selling Shareholder had full right, power and authority to sell, assign,
transfer and deliver the Offered Securities delivered by the Selling Shareholder
on such Closing Date hereunder insofar as the laws of The Netherlands are
concerned; </P>
</TD>
</TR>
</TABLE><BR>

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<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)
No consent, approval, authorization or order of, or filing with, any
governmental agency or body or any court in The Netherlands is required to be
obtained or made by the Selling Shareholder for the consummation of the
transactions contemplated by this Agreement in connection with the sale of the
Offered Securities, except such as have been obtained and except for the Selling
Shareholder&#146;s obligation : </P>
</TD>
</TR>
</TABLE><BR>

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<TR VALIGN=TOP>
     <TD WIDTH=15%>&nbsp;</TD>
     <TD WIDTH=85%>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(A) to comply with all notification and registration requirements of
The Netherlands Central Bank (De Nederlandsche Bank N.V.) in connection with all
payments made or received by the Selling Shareholder to or
</TD>
</TR>
</TABLE><BR>

<HR SIZE=3 NOSHADE>

<PAGE>

<P ALIGN=RIGHT>20</P>

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     <TD WIDTH=15%>&nbsp;</TD>
     <TD WIDTH=85%>
from nonresidents of
The Netherlands in accordance with the General Reporting Instructions 2000
(Rapportage Voorschriften Buitenlands Betalingsverkeer 2000) issued by The
Netherlands Central Bank pursuant to the External Financial Relations Act 1994
(Wet Financi&euml;le Betrekkingen Buitenland 1994), and
</TD>
</TR>
</TABLE><BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=15%>&nbsp;</TD>
     <TD WIDTH=85%>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(B) to comply with the obligation to make certain notifications to the
Securities Board of The Netherlands (Stichting Toezicht Effectenverkeer)
pursuant to Article 46b of the Securities Market Supervision Act 1995 (Wet
toezicht effectenverkeer 1995) and Article 3b of the Ministerial Regulation on
Reporting and Regulation of Transactions (Regeling melding en reglementering
transacties in effecten 1999),
</TD>
</TR>
</TABLE><BR>


<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>&nbsp;</TD>
     <TD WIDTH=90%>
although a failure to perform any of the
requirements under (i) and (ii) above should not adversely affect the validity,
effectiveness, enforceability or admissibility in evidence of this Agreement.
</TD>
</TR>
</TABLE><BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>&nbsp;</TD>
     <TD WIDTH=90%>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)
This Agreement has been duly authorized, and, insofar as the laws of The
Netherlands are concerned, executed by the Selling Shareholder; </P>
</TD>
</TR>
</TABLE><BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>&nbsp;</TD>
     <TD WIDTH=90%>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)
The execution, delivery and performance of this Agreement and the consummation
of the transactions herein contemplated by the Selling Shareholder will not
result in a breach or violation of any of the terms and provisions of, or
constitute a default under, any statute, any rule or regulation in The
Netherlands or any order applicable to the Selling Shareholder of any
governmental agency or body or any court in The Netherlands having jurisdiction
over the Selling Shareholder or any of its properties or any agreement or
instrument to which the Selling Shareholder is a party or by which the Selling
Shareholder is bound or to which any of the properties of the Selling
Shareholder are subject or the Articles of Association of the Selling
Shareholder in each case except for breaches, violations or defaults which would
not materially adversely affect the validity, effectiveness, enforceability or
admissibility in evidence of this Agreement; and </P>
</TD>
</TR>
</TABLE><BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>&nbsp;</TD>
     <TD WIDTH=90%>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)
To the best of such counsel&#146;s knowledge, there are no pending actions,
suits or proceedings against or affecting the Selling Shareholder that, if
determined adversely to the Selling Shareholder, would individually or in the
aggregate materially and adversely affect the ability of the Selling Shareholder
to perform its obligations under this Agreement or which are otherwise material
in the context of the sale of the Offered Securities; and no such actions, suits
or proceedings are threatened or, to the Selling Shareholder&#146;s knowledge,
contemplated. </P>
</TD>
</TR>
</TABLE><BR>

<P>In giving such opinion,
counsel for the Selling Shareholder may state that such opinion is limited to
the laws of the Netherlands, but may rely on the opinion of Sullivan &amp;
Cromwell as to matters of United States federal law and New York law, and may
also rely on certificates of officers and members of the Board of Management of
the Selling Shareholder as to matters of fact. </P>


<HR SIZE=3 NOSHADE>

<PAGE>

<P ALIGN=RIGHT>21</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(f) The Representatives
shall have received an opinion, dated such Closing Date, of Sullivan &amp;
Cromwell, United States counsel to the Selling Shareholder, to the effect that: </P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>&nbsp;</TD>
     <TD WIDTH=90%>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)
All regulatory consents, authorizations, approvals and filings required to be
obtained or made by the Selling Shareholder under the federal laws of the United
States and the laws of the State of New York for the sale and delivery of
Offered Securities by the Selling Shareholder to the Underwriters have been
obtained or made, except that the Selling Shareholder may need to file with the
Commission a Form&#160;4, a Form&#160;5 or an amendment to a report on
Schedule&#160;13D relating to the Company. </P>
</TD>
</TR>
</TABLE><BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>&nbsp;</TD>
     <TD WIDTH=90%>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         (ii) This Agreement has been duly executed and delivered by the Selling
Shareholder.
</P>
</TD>
</TR>
</TABLE><BR>

<P>In giving such opinion,
such counsel may state that such opinion is limited to the federal laws of the
United States and the laws of the State of New York, but may rely on the opinion
of Albert F. Verdam Esq. as to matters of Netherlands law, and may also rely on
certificates of officers and members of the Supervisory Board and Board of
Management of the Selling Shareholder as to matters of fact. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(g) The Representatives
shall have received from Simpson Thacher &amp; Bartlett, counsel for the
Underwriters, such opinion or opinions, dated such Closing Date, with respect to
the incorporation of the Company, the validity of the Offered Securities
delivered on such Closing Date, the Registration Statements, the Prospectus and
other related matters as the Representatives may require, and the Selling
Shareholder and the Company shall have furnished to such counsel such documents
as they request for the purpose of enabling them to pass upon such matters. In
rendering such opinion, Simpson Thacher &amp; Bartlett may rely as to the
incorporation of the Company and all other matters governed by Oregon law upon
the opinion of Stoel Rives LLP referred to above. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(h) The Representatives
shall have received a certificate, dated such Closing Date, of the President or
any Vice President and a principal financial or accounting officer of the
Company in which such officers, to the best of their knowledge after reasonable
investigation, shall state that: the representations and warranties of the
Company in this Agreement are true and correct; the Company has complied with
all agreements and satisfied all conditions on its part to be performed or
satisfied hereunder at or prior to such Closing Date; no stop order suspending
the effectiveness of any Registration Statement has been issued and no
proceedings for that purpose have been instituted or are contemplated by the
Commission; the Additional Registration Statement (if any) satisfying the
requirements of subparagraphs (1) and (3) of Rule 462(b) was filed pursuant to
Rule 462(b), including payment of the applicable filing fee in accordance with
Rule 111(a) or (b) under the Act, prior to the time the Prospectus was printed
and distributed to any Underwriter; and, subsequent to the date of the most
recent financial statements in the Prospectus, there has been no material
adverse change, nor any development or event involving a prospective material
adverse change, in the condition (financial or other), business, properties or
results of operations of the Company and its subsidiaries taken as a whole
except as set forth in or contemplated by the Prospectus or as described in such
certificate. </P>

<HR SIZE=3 NOSHADE>

<PAGE>

<P ALIGN=RIGHT>22</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(i) The Representatives
shall have received a letter, dated such Closing Date, of Deloitte &amp; Touche
LLP which meets the requirements of subsection (a) of this Section, except that
the specified date referred to in such subsection will be a date not more than
three days prior to such Closing Date for the purposes of this subsection. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(j) On or prior to the date
of this Agreement, the Representatives shall have received lockup letters from
each of the executive officers and directors of the Company and the Selling
Shareholder. </P>

<P>The Selling Shareholder and
the Company will furnish the Representatives with such conformed copies of such
opinions, certificates, letters and documents as the Representatives reasonably
request. CSFBC may in its sole discretion waive on behalf of the Underwriters
compliance with any conditions to the obligations of the Underwriters hereunder,
whether in respect of an Optional Closing Date or otherwise. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
7.       <I>Indemnification and Contribution</I>.
</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a) The Company will
indemnify and hold harmless each Underwriter, its partners, directors and
officers and each person, if any, who controls such Underwriter within the
meaning of Section 15 of the Act, against any losses, claims, damages or
liabilities, joint or several, to which such Underwriter may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
any Registration Statement, the Prospectus, or any amendment or supplement
thereto, or any related preliminary prospectus, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
and will reimburse each Underwriter for any legal or other expenses reasonably
incurred by such Underwriter in connection with investigating or defending any
such loss, claim, damage, liability or action as such expenses are incurred;
<U>provided</U>, <U>however</U>, that the Company will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement in or omission or alleged
omission from any of such documents in reliance upon and in conformity with
written information furnished to the Company by any Underwriter through the
Representatives specifically for use therein, it being understood and agreed
that the only such information furnished by any Underwriter consists of the
information described as such in subsection (c) below. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b) The Selling Shareholder
will indemnify and hold harmless each Underwriter, its partners, directors and
officers and each person who controls such Underwriter within the meaning of
Section 15 of the Act, against any losses, claims, damages or liabilities, joint
or several, to which such Underwriter may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in any Registration Statement,
the Prospectus, or any amendment or supplement thereto, or any related
preliminary prospectus, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue
</P>

<HR SIZE=3 NOSHADE>

<PAGE>

<P ALIGN=RIGHT>23</P>

<P>statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company by the Selling
Shareholder specifically for use therein, and will reimburse each Underwriter
for any legal or other expenses reasonably incurred by such Underwriter in
connection with investigating or defending any such loss, claim, damage,
liability or action as such expenses are incurred; <U>provided</U>, <U>however</U>, that the
liability under this subsection (b) of the Selling Shareholder shall be limited
to an amount equal to the net proceeds (before expenses) to the Selling
Shareholder from the sale of Securities sold by the Selling Shareholder under
this Agreement. </P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c) Each Underwriter will
severally and not jointly indemnify and hold harmless the Company, its directors
and officers and each person, if any, who controls the Company within the
meaning of Section 15 of the Act, and the Selling Shareholder against any
losses, claims, damages or liabilities to which the Company or the Selling
Shareholder may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of any
material fact contained in any Registration Statement, the Prospectus, or any
amendment or supplement thereto, or any related preliminary prospectus, or arise
out of or are based upon the omission or the alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with written information
furnished to the Company by such Underwriter through the Representatives
specifically for use therein, and will reimburse any legal or other expenses
reasonably incurred by the Company and the Selling Shareholder in connection
with investigating or defending any such loss, claim, damage, liability or
action as such expenses are incurred, it being understood and agreed that the
only such information furnished by any Underwriter consists of the following
information in the Prospectus furnished on behalf of each Underwriter: the
concession and reallowance figures appearing in the fourth paragraph under the
caption &#147;Underwriting&#148; and the information contained in the tenth
paragraph under the caption &#147;Underwriting.&#148; </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(d) Promptly after receipt
by an indemnified party under this Section of notice of the commencement of any
action, such indemnified party will, if a claim in respect thereof is to be made
against an indemnifying party under subsection (a), (b) or (c) above, notify the
indemnifying party of the commencement thereof; but the omission so to notify
the indemnifying party will not relieve it from any liability which it may have
to any indemnified party otherwise than under subsection (a), (b) or (c) above.
In case any such action is brought against any indemnified party and it notifies
an indemnifying party of the commencement thereof, the indemnifying party will
be entitled to participate therein and, to the extent that it may wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying
party), and after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party will
not be liable to such indemnified party under this Section for any legal or
other expenses subsequently incurred by such indemnified party in connection
with the defense thereof other than reasonable costs of investigation. No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened action in respect of
which any indemnified party is or could have been a party and indemnity </P>


<HR SIZE=3 NOSHADE>

<PAGE>

<P ALIGN=RIGHT>24</P>

<P>could
have been sought hereunder by such indemnified party unless such (i) settlement
includes an unconditional release of such indemnified party from all liability
on any claims that are the subject matter of such action and (ii) does not
include a statement as to, or an admission of, fault, culpability or a failure
to act by or on behalf of an indemnified party. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(e) If the indemnification
provided for in this Section is unavailable or insufficient to hold harmless an
indemnified party under subsection (a), (b) or (c) above, then each indemnifying
party shall contribute to the amount paid or payable by such indemnified party
as a result of the losses, claims, damages or liabilities referred to in
subsection (a), (b) or (c) above (i) in such proportion as is appropriate to
reflect the relative benefits received by the Company and the Selling
Shareholder on the one hand and the Underwriters on the other from the offering
of the Securities or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative
fault of the Company and the Selling Shareholder on the one hand and the
Underwriters on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities as well as any other
relevant equitable considerations. The relative benefits received by the Company
and the Selling Shareholder on the one hand and the Underwriters on the other
shall be deemed to be in the same proportion as the total net proceeds from the
offering (before deducting expenses) received by the Company and the Selling
Shareholder bear to the total underwriting discounts and commissions received by
the Underwriters. The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Company, the Selling Shareholder or the Underwriters
and the parties&#146; relative intent, knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. The amount
paid by an indemnified party as a result of the losses, claims, damages or
liabilities referred to in the first sentence of this subsection (e) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any action or
claim which is the subject of this subsection (e). Notwithstanding the
provisions of this subsection (e), no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at which
the Securities underwritten by it and distributed to the public were offered to
the public exceeds the amount of any damages which such Underwriter has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters&#146; obligations in this subsection (e) to
contribute are several in proportion to their respective underwriting
obligations and not joint. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(f) The obligations of the
Company and the Selling Shareholder under this Section shall be in addition to
any liability which the Company and the Selling Shareholder may otherwise have
and shall extend, upon the same terms and conditions, to each person, if any,
who controls any Underwriter within the meaning of the Act; and the obligations
of the Underwriters under this Section shall be in addition to any liability
which the respective Underwriters may otherwise have and shall extend, upon the
same terms and conditions, to each director of the Company, to each officer of
the Company who has signed a Registration Statement and to each person, if any,
who controls the Company within the meaning of the Act. </P>

<HR SIZE=3 NOSHADE>

<PAGE>

<P ALIGN=RIGHT>25</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
8. <I>Default of Underwriters</I>.
If any Underwriter or Underwriters default in their obligations to purchase
Offered Securities hereunder on either the First or any Optional Closing Date
and the aggregate number of shares of Offered Securities that such defaulting
Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of
the total number of shares of Offered Securities that the Underwriters are
obligated to purchase on such Closing Date, CSFBC may make arrangements
satisfactory to the Company and the Selling Shareholder for the purchase of such
Offered Securities by other persons, including any of the Underwriters, but if
no such arrangements are made by such Closing Date, the non-defaulting
Underwriters shall be obligated severally, in proportion to their respective
commitments hereunder, to purchase the Offered Securities that such defaulting
Underwriters agreed but failed to purchase on such Closing Date. If any
Underwriter or Underwriters so default and the aggregate number of shares of
Offered Securities with respect to which such default or defaults occur exceeds
10% of the total number of shares of Offered Securities that the Underwriters
are obligated to purchase on such Closing Date and arrangements satisfactory to
CSFBC, the Company and the Selling Shareholder for the purchase of such Offered
Securities by other persons are not made within 36 hours after such default,
this Agreement will terminate without liability on the part of any
non-defaulting Underwriter, the Company or the Selling Shareholder, except as
provided in Section 9 (provided that if such default occurs with respect to
Optional Securities after the First Closing Date, this Agreement will not
terminate as to the Firm Securities or any Optional Securities purchased prior
to such termination). As used in this Agreement, the term
&#147;<B>Underwriter</B>&#148; includes any person substituted for an Underwriter under
this Section. Nothing herein will relieve a defaulting Underwriter from
liability for its default. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
9. <I>Survival of Certain
Representations and Obligations</I>. The respective indemnities, agreements,
representations, warranties and other statements of the Selling Shareholder, of
the Company or its officers and of the several Underwriters set forth in or made
pursuant to this Agreement will remain in full force and effect, regardless of
any investigation, or statement as to the results thereof, made by or on behalf
of any Underwriter, the Selling Shareholder, the Company or any of their
respective representatives, officers or directors or any controlling person, and
will survive delivery of and payment for the Offered Securities. If this
Agreement is terminated pursuant to Section 8 or if for any reason the purchase
of the Offered Securities by the Underwriters is not consummated, the Company
and the Selling Shareholder shall remain responsible for the expenses to be paid
or reimbursed by them pursuant to Section 5 and the respective obligations of
the Company, the Selling Shareholder, and the Underwriters pursuant to Section 7
shall remain in effect, and if any Offered Securities have been purchased
hereunder the representations and warranties in Section 2 and all obligations
under Section 5 shall also remain in effect. If the purchase of the Offered
Securities by the Underwriters is not consummated for any reason other than
solely because of the termination of this Agreement pursuant to Section 8 or the
occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c),
the Company and the Selling Shareholder will, jointly and severally, reimburse
the Underwriters for all out-of-pocket expenses (including fees and
disbursements of counsel) reasonably incurred by them in connection with the
offering of the Offered Securities. </P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
10. <I>Notices</I>. All
communications hereunder will be in writing and, if sent to the Underwriters,
will be mailed, delivered or telegraphed and confirmed to the Representatives
c/o Credit Suisse First Boston Corporation, Eleven Madison Avenue, New York,
N.Y. 10010-3629, Attention: Investment Banking Department &#150; Transactions
Advisory Group, with a copy, which </P>

<HR SIZE=3 NOSHADE>

<PAGE>

<P ALIGN=RIGHT>26</P>

<P>shall not constitute notice to the
Representatives, to Simpson Thacher &amp; Bartlett, 3330 Hillview Avenue, Palo
Alto, California 94304, Attention: William H. Hinman, Esq., or, if sent to the
Company, will be mailed, delivered or telegraphed and confirmed to it at 7451
N.W. Evergreen Parkway, Hillsboro, Oregon, 97124, Attention: John S. Hodgson, or
if sent to the Selling Shareholder, will be mailed, delivered or telegraphed and
confirmed to Koninklijke Philips Electronics N.V. at Rembrandt Tower,
Amstelplein 1, 1096 HA Amsterdam, The Netherlands, Attention: Senior Director
Corporate Treasury (telecopy number 3120-5977-259); <U>provided</U>, <U>however</U>, that any
notice to an Underwriter pursuant to Section 7 will be mailed, delivered or
telegraphed and confirmed to such Underwriter. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         11. <I>Successors</I>. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 7, and no other
person will have any right or obligation hereunder.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
12.      <I>Representation</I>.  The Representatives will act for the several Underwriters in connection with the
transactions contemplated by this Agreement, and any action under this Agreement taken by the Representatives
jointly or by CSFBC will be binding upon all the Underwriters.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
13.      <I>Counterparts</I>.  This Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
14.      <B><I>Applicable Law</I>. This Agreement shall be governed by, and construed in accordance with, the laws of the
State of New York, without regard to principles of conflicts of laws.</B>
</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company and the Selling Shareholder hereby submit to the non-exclusive
jurisdiction of the Federal and state courts in the Borough of Manhattan in The
City of New York in any suit or proceeding arising out of or relating to this
Agreement or the transactions contemplated hereby. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Selling Shareholder hereby appoints Philips North America Corporation (1251
Avenue of the Americas, New York, New York 10020-1104), as its authorized agent
in the Borough of Manhattan in the City of New York upon which process may be
served in any suit or proceeding arising out of or relating to this Agreement or
the transactions contemplated hereby, and agrees that service of process upon
such agent, and written notice of said service to the Selling Shareholder by the
person serving the same to the address provided for the Selling Shareholder in
Section 10, shall be deemed in every respect effective service of process upon
the Selling Shareholder in any such suit or proceeding. The Selling Shareholder
further agrees to take any and all action as may be necessary to maintain such
designation and appointment of such agent in full force and effect for a period
of five years from the date of this Agreement. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
obligation of the Selling Shareholder in respect of any sum due to any
Underwriter shall, notwithstanding any judgment in a currency other than United
States dollars, not be discharged until the first business day, following
receipt by such Underwriter of any sum adjudged to be so due in such other
currency, on which (and only to the extent that) such Underwriter may in</P>

<HR SIZE=3 NOSHADE>

<PAGE>

<P ALIGN=RIGHT>27</P>

<P>accordance with normal banking procedures purchase United States dollars with
such other currency; if the United States dollars so purchased are less than the
sum originally due to such Underwriter hereunder, the Selling Shareholder
agrees, as a separate obligation and notwithstanding any such judgment, to
indemnify such Underwriter against such loss. If the United States dollars so
purchased are greater than the sum originally due to such Underwriter hereunder,
such Underwriter agrees to pay to the Selling Shareholder an amount equal to the
excess of the dollars so purchased over the sum originally due to such
Underwriter hereunder. </P>


<HR SIZE=3 NOSHADE>

<PAGE>

<P ALIGN=RIGHT>28</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
the foregoing is in accordance with the Representatives&#146; understanding of
our agreement, kindly sign and return to the Company one of the counterparts
hereof, whereupon it will become a binding agreement among the Selling
Shareholder, the Company and the several Underwriters in accordance with its
terms. </P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                  Very truly yours,
</P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 width=90%>
<TR valign=top>
     <TD WIDTH=50%>&nbsp;&nbsp;</TD>
     <TD COLSPAN=3>PHILIPS BUSINESS ELECTRONICS INTERNATIONAL B.V.<BR><BR><BR></TD>
</TR>
<TR valign=top>
     <TD WIDTH=50%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%>By: </TD>
     <TD COLSPAN=2>&nbsp;/s/ J. Lobbezoo</TD>
</TR>
<TR valign=top>
     <TD WIDTH=50%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%>&nbsp;&nbsp; </TD>
     <TD COLSPAN=2><hr noshade size=1> </TD>
</TR>
<TR valign=top>
     <TD WIDTH=50%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%> &nbsp;&nbsp;</TD>
     <TD WIDTH=8%>&nbsp;</TD>
     <TD WIDTH=37%>
Authorized Signatory
</TD>
</TR>
</TABLE>
<BR><BR>


<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 width=90%>
<TR valign=top>
     <TD WIDTH=50%>&nbsp;&nbsp;</TD>
     <TD COLSPAN=3>FEI COMPANY<BR><BR><BR></TD>
</TR>
<TR valign=top>
     <TD WIDTH=50%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%>By: </TD>
     <TD COLSPAN=2>/s/&nbsp;Vah&eacute; A. Sarkissian</TD>
</TR>
<TR valign=top>
     <TD WIDTH=50%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%>&nbsp;&nbsp; </TD>
     <TD COLSPAN=2><hr noshade size=1> </TD>
</TR>
<TR valign=top>
     <TD WIDTH=50%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%> &nbsp;&nbsp;</TD>
     <TD WIDTH=8%>&nbsp;</TD>
     <TD WIDTH=37%>
Authorized Signatory
</TD>
</TR>
</TABLE>
<BR>

<HR SIZE=3 NOSHADE>

<PAGE>

<P ALIGN=RIGHT>29</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
foregoing Underwriting Agreement is hereby confirmed and accepted as of the date
first above written. </P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=15%>&nbsp;</TD>
     <TD WIDTH=85%>
                  Credit Suisse First Boston Corporation<BR>
                  Prudential Securities Incorporated<BR>
                  Needham &amp; Company, Inc.<BR>
                  Wells Fargo Van Kasper, LLC
</TD>
</TR>
</TABLE>
<BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=17%>&nbsp;</TD>
     <TD WIDTH=83%>
                      Acting on behalf of themselves and as the<BR>
                      &nbsp;&nbsp;&nbsp;Representatives of the several<BR>
                      &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Underwriters.
</TD>
</TR>
</TABLE>
<BR><BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=15%>&nbsp;</TD>
     <TD WIDTH=5%>By:</TD>
     <TD WIDTH=40%>Credit Suisse First Boston Corporation<BR><BR></TD>
     <TD WIDTH=40%>&nbsp;
</TD>
</TR>
<TR VALIGN=TOP>
     <TD WIDTH=15%>&nbsp;</TD>
     <TD WIDTH=5%>&nbsp;&nbsp;By:</TD>
     <TD WIDTH=40%>/s/&nbsp;John Hodge<HR SIZE=1 NOSHADE>
                    Managing Director</TD>
     <TD WIDTH=40%>&nbsp;</TD>
</TR>
</TABLE>
<BR>

<HR SIZE=3 NOSHADE>
<BR>

<PAGE>

<P ALIGN=CENTER>
                                   <B>SCHEDULE A</B>
</P>


<PRE>
                                                                           <B>Total
                                                 Number of Firm          Number of
                                              <U>Securities to Be Sold By</U>      Firm
                                                                         Securities
                                                                         Underwriter
                                                            Selling        to be
<U>            Underwriter                     </U>    <U>Company</U>   <U>Shareholder</U>    <U> Purchased </U></B>

Credit Suisse First Boston Corporation .....   1,065,000   2,129,999     3,194,999

Prudential Securities Incorporated .........     433,890     867,777     1,301,667

Needham &amp; Company, Inc. ....................     433,890     867,777     1,301,667

Wells Fargo Van Kasper, LLC ................     433,890     867,777     1,301,667

Banc of America Securities LLC .............      33,333      66,667       100,000

William Blair &amp; Company, LLC ...............      33,333      66,667       100,000

CIBC World Markets Corp. ...................      33,333      66,667       100,000

D.A. Davidson &amp; Co .........................      13,333      26,667        40,000

Hoefer &amp; Arnett, Inc. ......................      13,333      26,667        40,000

Invemed Associates LLC .....................      33,333      66,667       100,000

Edward D. Jones &amp; Co., L.P. ................      13,333      26,667        40,000

Josephthal &amp; Co. Inc. ......................      13,333      26,667        40,000

Pacific Crest Securities Inc. ..............      13,333      26,667        40,000

UBS Warburg LLC ............................      33,333      66,667       100,000

C.E. Unterberg, Towbin .....................      33,333      66,667       100,000

Wit SoundView Corporation ..................      33,333      66,667       100,000

                                               ---------   ---------     ---------
   Total....................................   2,666,666   5,333,334     8,000,000
                                               =========   =========     =========
</PRE>
</BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.10
<SEQUENCE>3
<FILENAME>sc298811.htm
<DESCRIPTION>EXHIBIT 10, LOCK UP AGREEMENT
<TEXT>

<HTML>
<HEAD>
<TITLE>
Exhibit 10, Lock Up Agreement
</TITLE>
</HEAD>
<BODY>

<P ALIGN=RIGHT>
May 17, 2001
</P>


<P>
FEI Company<BR>
7451 NW Evergreen Parkway<BR>
Hillsboro, Oregon 97123
</P>


<P>
Credit Suisse First Boston Corporation<BR>
Prudential Securities Incorporated<BR>
Wells Fargo Van Kasper<BR>
Needham &amp; Company, Inc.<BR>
c/o&nbsp;&nbsp;&nbsp;Credit Suisse First Boston Corporation<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Eleven Madison Avenue<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
New York, NY 10010-3629
 </P>


<P>
Ladies and Gentlemen:
</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
As an inducement to the Underwriters to execute the Underwriting Agreement,
pursuant to which an offering will be made that is intended to result in an
orderly market for the common stock (the &#147;<B>Securities</B>&#148;) of FEI
Company, and any successor (by merger or otherwise) thereto, (the
&#147;<B>Company</B>&#148;), the undersigned hereby agrees that for a period of
180 days after the date of the initial public offering date (such period, the
<B>&#147;Lock-up Period</B>&#148;) set forth on the final prospectus used to
sell the Securities (the &#147;<B>Public Offering Date</B>&#148;) pursuant to
the Underwriting Agreement, to which you are or expect to become parties, the
undersigned, except pursuant to such Underwriting Agreement, will not offer,
sell, contract to sell, pledge or otherwise dispose of, directly or indirectly,
any shares of Securities or securities convertible into or exchangeable or
exercisable for any shares of Securities, enter into a transaction which would
have the same effect, or enter into any swap, hedge or other arrangement that
transfers, in whole or in part, any of the economic consequences of ownership of
the Securities, whether any such aforementioned transaction is to be settled by
delivery of the Securities or such other securities, in cash or otherwise, or
publicly disclose the intention to make any such offer, sale, pledge or
disposition, or to enter into any such transaction, swap, hedge or other
arrangement, without, in each case, the prior written consent of Credit Suisse
First Boston Corporation. In addition, the undersigned agrees that, without the
prior written consent of Credit Suisse First Boston Corporation, it will not,
during the period commencing on the Public Offering Date and ending 180 days
after the Public Offering Date, make any demand for or exercise any right with
respect to, the registration of any Securities or any security convertible into
or exercisable or exchangeable for the Securities. </P>



<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Any Securities received upon exercise of warrants, options or other derivative
securities, or pursuant to contractual rights, granted to the undersigned will
also be subject to this Agreement. Any Securities acquired by the undersigned in
the open market will not be subject to this Agreement. </P>

<PAGE>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Notwithstanding the foregoing two paragraphs, the restrictions imposed during
the Lock-up Period shall not apply to any offer, sale, contract of sale or other
disposition of Securities of the Company by the undersigned to an affiliate (as
defined in Rule 405 under the U.S. Securities Act of 1933, as amended) of the
undersigned or an affiliate of Koninklijke Philips Electronics N.V.;
<U>provided</U>, <U>however</U> that such acquiring entity or transferee must
agree in writing prior to such transfer to be bound by the provisions of this
Agreement for the remainder of the Lock-up Period. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
In furtherance of the foregoing, the Company and its transfer agent and
registrar are hereby authorized to decline to make any transfer of shares of
Securities if such transfer would constitute a violation or breach of this
Agreement </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
This Agreement shall be binding on the undersigned and the successors, heirs,
personal representatives and assigns of the undersigned. </P>


<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=50%> </TD>

<TD WIDTH=50%>
Very truly yours,<BR><BR>

PHILIPS BUSINESS ELECTRONICS<BR>
INTERNATIONAL B.V.<BR><BR><BR>


By:<BR>
 </TD>
</TR>
</TABLE>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=55%>&nbsp;&nbsp;
</TD>
     <TD WIDTH=45%>/s/ J. Lobbezoo<HR SIZE=2 NOSHADE>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Authorized Signatory<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Director
 </TD>
</TR>
</TABLE>

</BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.11
<SEQUENCE>4
<FILENAME>sc135761-7.htm
<DESCRIPTION>EXHIBIT 11, NOTIFICATION OF WAIVER
<TEXT>

<HTML>
<HEAD>
<TITLE>
Exhibit 11, Notification of Waiver
</TITLE>
</HEAD>
<BODY>

<CENTER>
Philips Business Electronics<BR>
International B.V.<BR>
Building VO-1, P.O. Box 218<BR>
5600 MD Eindhoven, The Netherlands
<BR>
<BR>
<BR>
<B>NOTIFICATION OF WAIVER</B>
<BR><BR><BR><BR>
</CENTER>


<P ALIGN=RIGHT>
May 22, 2001
</P>


<P>
FEI Company<BR>
7451 NW Evergreen Parkway<BR>
Hillsboro, Oregon 97124.
</P>


<P>
Ladies and Gentlemen,
</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Reference is made to section 5.17 of the Combination Agreement, dated as of
November 15, 1996 (the &#147;Combination Agreement&#148;), between FEI Company,
an Oregon corporation (&#147;FEI&#148;), and Philips Business Electronics
International B.V. (&#147;PBE&#148;), a Netherlands corporation formerly known
as Philips Industrial Electronics International, B.V., which reads in relevant
part: </P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Section
5.17 <U>Right to Maintain Percentage Interest</U>. FEI and PIE hereby agree that
PIE shall have the right to maintain its percentage interest of the voting
securities of FEI in accordance with the terms of this Section 5.17. Until the
first instance when Philips&#146; ownership, whether direct or indirect, of the
outstanding voting securities of FEI drops below 40%, whenever FEI offers, or
has cumulatively offered since the last offer to PIE pursuant to this Section
5.17, more than 0.5% of the then outstanding voting securities to any Person,
FEI shall also offer PIE a reasonable opportunity to purchase from FEI at the
then market price such number of such voting securities as would enable Philips
to maintain its percentage of FEI&#146;s voting securities at up to 55% or such
lower percentage as is calculated by subtracting from 55 the product of (x) 100
and (y) the number determined by dividing (a) the number of shares of FEI common
stock sold by PIE subsequent to the date hereof (less such number of shares of
FEI common stock bought subsequent to the date hereof other than pursuant to
this Section 5.17) by (b) the outstanding shares of FEI on the date of any sale
of shares by FEI that triggers Philips&#146; right under this
Section&#160;5.17.&#148;
</TD>
</TR>
</TABLE>
<BR>


<P>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;

FEI has filed a registration statement on Form S-3 (No. 333-59400) with the
United States Securities and Exchange Commission on April 23, 2001, as amended
by Amendment No. 1, filed on April 30, 2001, Amendment No. 2 filed on May 1,
2001, Amendment No. 3 filed on May 15, 2001 and Amendment No. 4 filed on May 17,
2001 to register under the Securities Act of 1933, as amended, shares of newly
issued Common Stock of FEI to be offered to the public (the "Offering") pursuant
to the underwriting agreement of even date herewith, between FEI, PBE and the
underwriters named therein. PBE hereby confirms that it will waive its rights
under Section 5.17. of the Combination Agreement with respect to the offer and
sale by FEI of shares of Common Stock in the Offering. This waiver by PBE shall
not be construed as a waiver of any other rights under the Combination
Agreement, which will remain in full force and effect.
</P>

<PAGE>


Very truly yours,




<P>
<B>
PHILIPS BUSINESS ELECTRONICS INTERNATIONAL B.V.
</B>
</P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>By:
</TD>

<TD WIDTH=40%>/s/&nbsp;J. Lobbezoo<HR SIZE=2 NOSHADE>
</TD>

<TD WIDTH=50%>&nbsp;&nbsp;
</TD>
</TR>



<TR VALIGN=TOP>
<TD WIDTH=10%>Name:
</TD>

<TD WIDTH=40%>J. Lobbezoo<HR SIZE=2 NOSHADE>
</TD>

<TD WIDTH=50%>&nbsp;&nbsp;
</TD>
</TR>


<TR VALIGN=TOP>
<TD WIDTH=10%>Title:
</TD>

<TD WIDTH=40%>Director<HR SIZE=2 NOSHADE>
</TD>

<TD WIDTH=50%>&nbsp;&nbsp;
</TD>
</TR>
</TABLE>

</BODY>
</HTML>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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