8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 7, 2004

Teledyne Technologies Incorporated

(Exact name of registrant as specified in its charter)

Delaware	1-15295	25-1843385
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation)		Identification No.)
12333 West Olympic Boulevard
Los Angeles, California		90064-1021
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (310) 893-1600

Not Applicable

(Former name or former address, if changed since last report)

TABLE OF CONTENTS

	Item 5. Other Events and Regulation FD Disclosure.
	Item 7. Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
EXHIBIT 2.1
EXHIBIT 2.2
EXHIBIT 2.3
EXHIBIT 99.1

Item 5. Other Events and Regulation FD Disclosure.

Teledyne Technologies Incorporated, a Delaware corporation (“Teledyne”), Meadow Merger Sub Inc., a Nebraska corporation and a wholly owned subsidiary of Teledyne (“Merger Sub”), and Isco, Inc., a Nebraska corporation (“Isco”) have entered into an Agreement and Plan of Merger, dated as of April 7, 2004 (“Merger Agreement”), pursuant to which Merger Sub will merge with and into Isco (the “Merger”), with Isco surviving the Merger. In the Merger, each issued and outstanding share of common stock, $.10 par value, of Isco will be cancelled and converted into the right to receive $16.00 in cash.

In connection with the Merger, concurrently with the delivery of the Merger Agreement and as a condition to Teledyne’s and Merger Sub’s willingness to enter into the Merger Agreement, Teledyne and Merger Sub have entered into a Stockholder Agreement, dated as of April 7, 2004, with Dr. Robert W. Allington and Mary Allington (the “Stockholder Agreement”), pursuant to which the Allingtons have, among other things, agreed to vote the shares of Isco common stock beneficially owned by each of them in favor of the Merger and the Merger Agreement and against competing acquisition proposals, in each case subject to and on the conditions set forth in the Stockholder Agreement. Isco and Dr. Allington have also entered into an Employment Agreement (the “Employment Agreement”), dated as of April 7, 2004, the operative terms and conditions of which will be effective upon the consummation of the Merger.

Isco is preparing, for filing with the Securities and Exchange Commission, proxy solicitation material seeking approval of the Merger Agreement which, when final, will be distributed to the shareholders of Isco. Approval of the Merger will require the affirmative vote of shareholders owning two-thirds (2/3) of the outstanding shares of common stock of Isco.

The Merger Agreement, the Stockholder Agreement, the Employment Agreement, and a Press Release jointly issued by Isco and Teledyne on April 8, 2004 are attached as exhibits and are incorporated by reference herein.

Item 7. Financial Statements and Exhibits.

(c) The following exhibits are filed herewith:

Exhibit 2.1 -	Agreement of Plan and Merger, dated as of April 7, 2004, by and among Teledyne Technologies Incorporated, Meadow Merger Sub Inc. and Isco, Inc.*
Exhibit 2.2 -	Stockholder Agreement, dated as of April 7, 2004, by and among Teledyne Technologies Incorporated, Meadow Merger Sub Inc., Dr. Robert W. Allington and Mary L. Allington.
Exhibit 2.3 -	Employment Agreement, dated as of April 7, 2004, between Isco, Inc. and Dr. Robert W. Allington.
Exhibit 99.1 -	Joint Press Release issued by Isco, Inc. and Teledyne Technologies Incorporated.

* Teledyne agrees to furnish supplementally to the SEC upon request a copy of the omitted Company Disclosure Schedule.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TELEDYNE TECHNOLOGIES INCORPORATED
	By:	/s/ Dale A. Schnittjer
		Dale A. Schnittjer
		Vice President and Chief Financial Officer
Dated: April 8, 2004

EXHIBIT INDEX

Description

Exhibit 2.1 -	Agreement of Plan and Merger, dated as of April 7, 2004, by and among Teledyne Technologies Incorporated, Meadow Merger Sub Inc. and Isco, Inc.
Exhibit 2.2 -	Stockholder Agreement, dated as of April 7, 2004, by and among Teledyne Technologies Incorporated, Meadow Merger Sub Inc., Dr. Robert W. Allington and Mary L. Allington.
Exhibit 2.3 -	Employment Agreement, dated as of April 7, 2004, between Isco, Inc. and Dr. Robert W. Allington.
Exhibit 99.1 -	Joint Press Release issued by Isco, Inc. and Teledyne Technologies Incorporated.

EX-2.1

                                                                  Execution Copy
                                                                     Exhibit 2.1

                          AGREEMENT AND PLAN OF MERGER

                                  by and among

                       TELEDYNE TECHNOLOGIES INCORPORATED

                             MEADOW MERGER SUB INC.

                                       and

                                   ISCO, INC.

                                  April 7, 2004

                                TABLE OF CONTENTS



                                                                            PAGE
                                                                            ----
                                                                
ARTICLE I      THE MERGER....................................................1

      Section 1.1    The Merger..............................................1

      Section 1.2    Effective Time..........................................2

      Section 1.3    Closing.................................................2

      Section 1.4    Directors and Officers of the Surviving
                     Corporation.............................................2

      Section 1.5    Shareholders' Meeting; Proxy Statement..................3

ARTICLE II     CONVERSION OF SECURITIES......................................3

      Section 2.1    Conversion of Capital Stock.............................3

      Section 2.2    Exchange of Certificates................................4

      Section 2.3    Dissenters' Rights......................................6

      Section 2.4    Company Stock Options...................................7

ARTICLE III    REPRESENTATIONS AND WARRANTIES OF THE COMPANY.................8

      Section 3.1    Corporate Organization..................................8

      Section 3.2    Capitalization..........................................9

      Section 3.3    Authority..............................................11

      Section 3.4    Consents and Approvals; No Violations..................12

      Section 3.5    SEC Documents; Undisclosed Liabilities.................13

      Section 3.6    Broker's Fees..........................................14

      Section 3.7    Absence of Certain Changes or Events...................14

      Section 3.8    Legal Proceedings......................................15

      Section 3.9    Compliance with Applicable Law.........................15

      Section 3.10   Company Information....................................16

      Section 3.11   Employee Matters.......................................16

      Section 3.12   Company Products.......................................18

      Section 3.13   Environmental Matters..................................19

      Section 3.14   Takeover Statutes......................................20

      Section 3.15   Properties.............................................20

      Section 3.16   Tax Returns and Tax Payments...........................20

      Section 3.17   Intellectual Property..................................22

      Section 3.18   Identified Agreements..................................23



                                      -i-

                                TABLE OF CONTENTS
                                   (continued)



                                                                            PAGE
                                                                            ----
                                                                
      Section 3.19   Investment Company.....................................24

      Section 3.20   Board Recommendation...................................24

      Section 3.21   Opinion of Financial Advisor...........................24

      Section 3.22   Insurance..............................................24

      Section 3.23   Personnel..............................................24

      Section 3.24   Potential Conflicts of Interest........................24

      Section 3.25   Certain Business Practices.............................25

ARTICLE IV     REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER
               SUB..........................................................25

      Section 4.1    Corporate Organization.................................25

      Section 4.2    Authority..............................................25

      Section 4.3    Consents and Approvals; No Violation...................26

      Section 4.4    Broker's Fees..........................................26

      Section 4.5    Merger Sub's Operation and Capitalization..............26

      Section 4.6    Parent or Merger Sub Information.......................27

      Section 4.7    Litigation.............................................27

      Section 4.8    Financing..............................................27

      Section 4.9    Stock Ownership........................................27

ARTICLE V      COVENANTS....................................................27

      Section 5.1    Conduct of Businesses Prior to the Effective
                     Time...................................................27

      Section 5.2    No Solicitation........................................30

      Section 5.3    Publicity..............................................32

      Section 5.4    Notification of Certain Matters........................33

      Section 5.5    Access to Information..................................33

      Section 5.6    Further Assurances.....................................33

      Section 5.7    Indemnification; Directors' and Officers'
                     Insurance..............................................34

      Section 5.8    Employee Benefit Plans.................................35

      Section 5.9    Bonus Payments.........................................36

      Section 5.10   Special Meeting........................................36

      Section 5.11   Employee Solicitation..................................36



                                      -ii-

                                TABLE OF CONTENTS
                                   (continued)



                                                                            PAGE
                                                                            ----
                                                                
      Section 5.12   Additional Agreements..................................36

ARTICLE VI     CONDITIONS TO THE MERGER.....................................36

      Section 6.1    Conditions to Each Party's Obligation To Effect
                     the Merger.............................................37

      Section 6.2    Condition to Obligations of Parent and Merger
                     Sub to Effect the Merger...............................37

      Section 6.3    Condition to Obligations of the Company to
                     Effect the Merger......................................39

ARTICLE VII    TERMINATION..................................................40

      Section 7.1    Termination............................................40

      Section 7.2    Effect of Termination..................................42

      Section 7.3    Termination Fee; Expenses..............................42

ARTICLE VIII   MISCELLANEOUS................................................43

      Section 8.1    Amendment and Modification.............................43

      Section 8.2    Extension; Waiver......................................43

      Section 8.3    Nonsurvival of Representations and Warranties..........43

      Section 8.4    Notices................................................44

      Section 8.5    Counterparts...........................................44

      Section 8.6    Entire Agreement; Third Party Beneficiaries............44

      Section 8.7    Severability...........................................45

      Section 8.8    Governing Law..........................................45

      Section 8.9    Assignment.............................................45

      Section 8.10   Headings; Interpretation...............................45

      Section 8.11   Enforcement; Venue.....................................46



                                     -iii-

                          AGREEMENT AND PLAN OF MERGER

            This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of
April 7, 2004, is by and among TELEDYNE TECHNOLOGIES INCORPORATED, a Delaware
corporation ("Parent"), MEADOW MERGER SUB INC., a Nebraska corporation and a
wholly-owned subsidiary of Parent ("Merger Sub"), and ISCO, INC., a Nebraska
corporation (the "Company").

            WHEREAS, the Board of Directors of Parent, the Board of Directors of
Merger Sub, and the Board of Directors of the Company have each adopted this
Agreement and have approved and determined that it is advisable and in the best
interests of their respective companies and shareholders to consummate the
merger of Merger Sub with and into the Company, with the Company as the
surviving corporation in such merger, upon and subject to the terms and
conditions set forth in this Agreement, pursuant to which the shares of common
stock, par value $0.10, of the Company (the "Shares" or the "Company Common
Stock") issued and outstanding immediately prior to the Effective Time (as
defined in Section 1.2), other than shares described in Section 2.1(b) and other
than Dissenting Shares (as defined in Section 2.3(b)), will be converted into
the right to receive $16.00 per Share in cash (the "Merger Consideration");

            WHEREAS, the Company, Parent and Merger Sub desire to make certain
representations, warranties, and covenants, and to enter into certain
agreements, in connection with such merger; and

            WHEREAS, concurrently with the execution and delivery of this
Agreement and as a condition to Parent's and Merger Sub's willingness to enter
into this Agreement, Parent and Merger Sub have entered into a Stockholder
Agreement, dated the date hereof, the form of which is attached as Exhibit A
hereto (the "Stockholder Agreement"), with the shareholders of the Company named
therein, pursuant to which such shareholders have, among other things, agreed to
vote certain Shares beneficially owned by such shareholders in favor of such
merger and this Agreement and against any Takeover Proposal (as defined in
Section 5.2(e)), in each case subject to and on the conditions set forth
therein.

            NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants, and agreements set forth herein, and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:

                                    ARTICLE I
                                   THE MERGER

            Section 1.1 The Merger. Subject to the terms and conditions of this
Agreement and the provisions of the Nebraska Business Corporation Act, as
amended (the "NBCA"), at the Effective Time, the Company and Merger Sub shall
consummate a merger (the "Merger") pursuant to which:


                                     -S-1-

                  (a) Merger Sub shall be merged with and into the Company and
      the separate corporate existence of Merger Sub shall thereupon cease;

                  (b) the Company shall be the successor or surviving
      corporation in the Merger (the "Surviving Corporation") under the name
      "Isco, Inc." and shall continue to be governed by the laws of the State of
      Nebraska; and

                  (c) the separate corporate existence of the Company, with all
      its rights, privileges, immunities, powers, and franchises, shall continue
      unaffected by the Merger.

From and after the Effective Time, (x) the amended and restated articles of
incorporation of the Company (the "Company Charter"), as in effect immediately
prior to the Effective Time or as they may be amended by the Articles of Merger
(as defined in Section 1.2), shall be the articles of incorporation of the
Surviving Corporation until thereafter amended as provided by law and the
Company Charter and (y) the by-laws of Merger Sub, as in effect immediately
prior to the Effective Time, shall be the by-laws of the Surviving Corporation
until thereafter amended as provided by law, by the articles of incorporation of
the Surviving Corporation, and by the by-laws of the Surviving Corporation. The
Merger shall have the effects set forth in Section 21-20,133 of the NBCA.

            Section 1.2 Effective Time. Parent, Merger Sub, and the Company
shall cause appropriate articles of merger meeting the requirements of Section
21-20,132 of the NBCA (the "Articles of Merger") to be executed and filed on the
Closing Date (as defined in Section 1.3) (or on such other date as Parent and
the Company may agree) with the Secretary of State of the State of Nebraska (the
"Secretary of State") as provided in the NBCA. The Merger shall become effective
at the time when the Articles of Merger have been duly filed with the Secretary
of State or such later time as shall be agreed upon by the parties hereto and
set forth in the Articles of Merger in accordance with the NBCA (such time of
effectiveness, the "Effective Time").

            Section 1.3 Closing. The closing of the Merger (the "Closing") shall
take place at 10:00 a.m., Los Angeles local time, on a date to be specified by
the parties hereto which shall be as soon as practicable, but in no event later
than the fourth business day after satisfaction or waiver of all of the
conditions set forth in Article VI hereof (the "Closing Date"), at or directed
from the offices of Munger, Tolles & Olson LLP, 355 South Grand Avenue, 35th
Floor, Los Angeles, California 90071, unless another date or place is agreed to
in writing by the parties hereto.

            Section 1.4 Directors and Officers of the Surviving Corporation. The
directors of Merger Sub and those individuals designated by Parent on or prior
to the Closing Date shall, from and after the Effective Time, be the directors
and officers, respectively, of the Surviving Corporation until their successors
shall have been duly elected or appointed or qualified or until their earlier
death, resignation, or removal in accordance with the Surviving Corporation's
articles of incorporation and by-laws.


                                       2

            Section 1.5 Shareholders' Meeting; Proxy Statement.

                  (a) Subject to the Company's rights under Section 7.1(c)(ii),
      the Company, acting through its Board of Directors, shall, in accordance
      with applicable law:

                        (i) duly call, give notice of, convene, and hold a
            special meeting of its shareholders for the purpose of considering
            and taking action upon this Agreement (the "Special Meeting") as
            soon as practicable following the date hereof;

                        (ii) prepare and file with the United States Securities
            and Exchange Commission (the "SEC"), within ten business days after
            the date hereof, a preliminary proxy statement relating to the
            Merger and this Agreement and use its reasonable best efforts (A) to
            obtain and furnish the information required to be included by the
            federal securities laws (and the rules and regulations thereunder)
            in the Proxy Statement (as hereinafter defined) and, after
            consultation with Parent, to respond promptly to any comments made
            by the SEC with respect to such preliminary proxy statement and, as
            soon as practicable thereafter, to cause a definitive proxy
            statement (the "Proxy Statement") to be mailed to its shareholders
            and (B) to obtain the necessary approvals of the Merger and this
            Agreement by its shareholders as soon as practicable; and

                        (iii) include in the Proxy Statement (A) the
            recommendation of the Board that shareholders of the Company vote in
            favor of the approval of the Merger and the approval of this
            Agreement, unless such recommendation has been withdrawn, or unless
            such recommendation has been modified or amended, in each case in
            accordance with Section 5.2, and (B) the opinion of Duff & Phelps
            LLC (the "Financial Advisor") described in Section 3.21 (if the
            Financial Advisor authorizes such inclusion, which authorization the
            Company will request).

                  (b) Parent shall provide the Company with the information
      concerning Parent and Merger Sub required to be included in the Proxy
      Statement. Parent shall vote, or cause to be voted, all of the Shares (if
      any) then owned by it, Merger Sub, or any of its other Subsidiaries (as
      defined in Section 3.1(c)) or Affiliates (as defined in Section 8.10) in
      favor of the approval of the Merger and the approval of this Agreement.

                                   ARTICLE II
                            CONVERSION OF SECURITIES

            Section 2.1 Conversion of Capital Stock. As of the Effective Time,
by virtue of the Merger and without any action on the part of the holders of any
shares of the Company Common Stock or of the common shares, par value $0.10, of
Merger Sub (the "Merger Sub Common Stock"):

                  (a) Merger Sub Common Stock. Each issued and outstanding share
      of Merger Sub Common Stock shall be converted into and become one validly
      issued, fully paid and nonassessable share of the common stock, par value
      $0.10, of the Surviving Corporation.


                                       3

                  (b) Cancellation of Treasury Stock and Parent-Owned Stock. All
      shares of Company Common Stock that are owned by the Company as treasury
      stock, all shares of Company Common Stock owned by any Subsidiary of the
      Company and any shares of Company Common Stock owned by Parent, Merger Sub
      or any other wholly-owned Subsidiary of Parent shall be canceled and
      retired and shall cease to exist and no consideration shall be delivered
      in exchange therefor.

                  (c) Conversion of Shares. Each issued and outstanding share of
      Company Common Stock, other than Shares to be canceled in accordance with
      Section 2.1(b) and Dissenting Shares, shall be converted into the right to
      receive the Merger Consideration in cash, without interest, payable to the
      holder thereof upon surrender of the certificate formerly representing
      such share of Company Common Stock in the manner provided in Section 2.2.
      All such shares of Company Common Stock, when so converted, shall no
      longer be outstanding and shall automatically be canceled and retired and
      shall cease to exist, and each holder of a certificate representing any
      such Shares shall cease to have any rights with respect thereto, except
      the right to receive the Merger Consideration therefor upon the surrender
      of such certificate in accordance with Section 2.2, without interest.

            Section 2.2 Exchange of Certificates.

                  (a) Paying Agent. Prior to the Effective Time, Parent shall
      designate a bank or trust company (the "Paying Agent") reasonably
      acceptable to the Company to make the payments of the funds to which
      holders of shares of Company Common Stock shall become entitled pursuant
      to Section 2.1(c) and to which holders of Deferred Stock Units (as defined
      in Section 2.4) or Company Stock Options (as defined in Section 2.4) shall
      become entitled pursuant to Section 2.4. When and as needed, Parent shall
      deposit with the Paying Agent such funds in trust for the benefit of
      holders of shares of Company Common Stock for exchange in accordance with
      Section 2.1, and for the benefit of holders of Deferred Stock Units or
      Company Stock Options in accordance with Section 2.4, for timely payment
      hereunder. Such funds shall be invested by the Paying Agent as directed by
      Parent; provided that such investments shall be in obligations of or
      guaranteed by the United States of America and backed by the full faith
      and credit of the United States of America or in commercial paper
      obligations rated A-1 or P-1 or better by Moody's Investors Service, Inc.
      or Standard & Poor's Corporation, respectively. Any net profit resulting
      from, or interest or income produced by, such investments will be payable
      to Parent.

                  (b) Exchange Procedures. As promptly as practicable after the
      Effective Time, but in no event more than 10 days thereafter, Parent shall
      cause the Paying Agent to mail to each holder of record of a certificate
      or certificates that, immediately prior to the Effective Time, represented
      outstanding shares of Company Common Stock (the "Certificates") whose
      shares were converted pursuant to Section 2.1(c) into the right to receive
      the Merger Consideration:

                        (i) a letter of transmittal (which shall specify that
            delivery shall be effected, and risk of loss and title to the
            Certificates shall pass, only upon


                                       4

            delivery of the Certificates to the Paying Agent and shall be in
            such form and have such other provisions as Parent and the Surviving
            Corporation may reasonably specify); and

                        (ii)  instructions for use in effecting the
            surrender of the Certificates in exchange for payment of the
            Merger Consideration.

      Upon surrender of a Certificate for cancellation to the Paying Agent,
      together with such letter of transmittal, duly executed by the holder of
      such Certificate, the holder of such Certificate shall be entitled to
      receive in exchange therefor the Merger Consideration (subject to Section
      2.2(d) and Section 2.2(e)) multiplied by the number of shares of Company
      Common Stock formerly represented by such Certificate and the Certificate
      so surrendered shall forthwith be canceled. If payment of the Merger
      Consideration is to be made to an individual, corporation, limited
      liability company, or other entity (a "Person") other than the Person in
      whose name the surrendered Certificate is registered, it shall be a
      condition of payment that the Certificate so surrendered shall be properly
      endorsed or shall be otherwise in proper form for transfer and that the
      Person requesting such payment shall have paid any transfer and other
      taxes required by reason of the payment of the Merger Consideration to a
      Person other than the registered holder of the Certificate surrendered or
      shall have established to the satisfaction of the Surviving Corporation
      that such tax either has been paid or is not applicable. Until surrendered
      as contemplated by this Section 2.2(b), each Certificate held by a holder
      whose Shares were converted pursuant to Section 2.1(c) into the right to
      receive the Merger Consideration shall be deemed at any time after the
      Effective Time to represent only the right to receive the Merger
      Consideration in cash as contemplated by this Section 2.2.

                  (c) Transfer Books; No Further Ownership Rights in Company
      Common Stock. At the Effective Time, the stock transfer books of the
      Company shall be closed and thereafter there shall be no further
      registration of transfers of shares of Company Common Stock on the records
      of the Company. From and after the Effective Time, the holders of
      Certificates evidencing ownership of shares of Company Common Stock
      outstanding immediately prior to the Effective Time shall cease to have
      any rights with respect to such Shares, except as otherwise provided for
      herein or by applicable law. If, after the Effective Time, Certificates
      are presented to the Surviving Corporation for any reason, they shall be
      canceled and exchanged for Merger Consideration in the proper amount of
      cash as provided in this Article II.

                  (d) Return of Funds; No Liability. At any time following 270
      calendar days after the Effective Time, each of Parent and the Surviving
      Corporation shall be entitled to require the Paying Agent to deliver to it
      any funds (including any interest received with respect thereto) which had
      been deposited with the Paying Agent and which have not been disbursed to
      holders of Certificates, holders of Deferred Stock Units described in
      Section 2.4, or holders of Company Stock Options described in Section 2.4,
      and thereafter such holders of Certificates, Deferred Stock Units, or
      Company Stock Options shall be entitled to look only to Parent or the
      Surviving Corporation (subject to abandoned property, escheat or other
      similar laws) as general creditors thereof with respect to the payment of
      any Merger Consideration that may be payable upon surrender


                                       5

      of any Certificates such holder holds, or with respect to payments to a
      holder of a Deferred Stock Unit or Company Stock Option to be made under
      Section 2.4 (the "Option Termination Consideration"), all as determined
      pursuant to this Agreement (and, in the case of Option Termination
      Consideration, pursuant to the terms of the Directors' Deferred Stock Plan
      (as defined in Section 2.4) or the applicable Company Option Plan (as
      defined in Section 2.4)), without any interest thereon. Notwithstanding
      the foregoing, none of Parent, the Surviving Corporation, or the Paying
      Agent shall be liable to any holder of a Certificate for Merger
      Consideration, or to any holder of a Deferred Stock Unit or a Company
      Stock Option for Option Termination Consideration, delivered to a public
      official pursuant to any applicable abandoned property, escheat, or
      similar law.

                  (e) Withholding Taxes. Parent, the Surviving Corporation, and
      the Paying Agent shall be entitled to deduct and withhold from the
      consideration otherwise payable to a holder of Shares pursuant to the
      Merger, or to a holder of a Deferred Stock Unit or a Company Stock Option
      pursuant to Section 2.4, such amounts as Parent, the Surviving
      Corporation, or the Paying Agent is required to deduct and withhold with
      respect to the making of such payment under the Code (as defined in
      Section 3.16) or any provision of state, local or foreign tax law. To the
      extent amounts are so withheld by Parent, the Surviving Corporation, or
      the Paying Agent, the withheld amounts shall be treated for all purposes
      of this Agreement as having been paid to the holder of the Shares, the
      Deferred Stock Units, or the Company Stock Options, as applicable, in
      respect of which the deduction and withholding was made.

            Section 2.3 Dissenters' Rights.

                  (a) In accordance with Sections 21-20,137 through 21-20,150 of
      the NBCA (the "NBCA Dissenters' Rights Provisions"), dissenters' rights
      shall be available to holders of shares of Company Common Stock in
      connection with the Merger.

                  (b) Notwithstanding anything to the contrary herein, any
      shares of Company Common Stock held of record by Persons who, prior to the
      Special Meeting, have objected to the Merger and complied with all
      applicable provisions of the NBCA Dissenters' Rights Provisions necessary
      to perfect and maintain their dissenter's rights thereunder (any such
      shares of Company Common Stock, "Dissenting Shares") shall not be
      converted as of the Effective Time into a right to receive the Merger
      Consideration, but instead shall entitle the holder of such shares of
      Company Common Stock to such rights as may be available under the NBCA
      Dissenters' Rights Provisions; provided, however, that if after the
      Effective Time such holder fails to perfect or withdraws or otherwise
      loses its rights under the NBCA Dissenters' Rights Provisions, the shares
      of Company Common Stock owned by such holder immediately prior to the
      Effective Time shall be treated as if they had been converted as of the
      Effective Time into the right to receive the Merger Consideration, without
      interest.

                  (c) Prior to the Effective Time, the Company shall give Parent
      prompt notice of its receipt of each notification from a shareholder of
      the Company stating such shareholder's intent to demand payment for his or
      her shares if the Merger is effectuated, and Parent shall have the right
      to participate in all negotiations and proceedings with


                                       6

      respect to such demands. Prior to the Effective Time, the Company shall
      not, except with the prior written consent of Parent, make any payment
      with respect to, or settle, any such demands. After the Effective Time,
      Parent shall pay, or shall cause the Surviving Corporation to pay, any
      amounts that may become payable in respect of Dissenting Shares under the
      NBCA Dissenters' Rights Provisions.

            Section 2.4 Company Stock Options.

                  (a)   As of the Effective Time:

                        (i) Directors' Deferred Stock Plan. Each holder of
            outstanding, unconverted "deferred stock units" ("Deferred Stock
            Units") granted under the Directors' Deferred Stock Compensation
            Plan of Isco, Inc. (the "Directors' Deferred Stock Plan") who has
            executed and delivered to the Company the waiver, release and
            termination agreement contemplated by Section 6.2(d)(iii) shall be
            entitled to receive, in consideration of the termination of such
            Deferred Stock Units, an amount in cash (subject to Section 2.2(d)
            and (e)) equal to the product of the Merger Consideration and the
            number of outstanding, unconverted Deferred Stock Units held by such
            holder at the Effective Time.

                        (ii) 1996 Employee Plan. Each holder of unexercised and
            unexpired (as of the Effective Time) options to purchase shares of
            Company Common Stock ("1996 Employee Plan Options") granted under
            the Isco, Inc. 1996 Stock Option Plan (the "1996 Employee Plan") who
            has executed and delivered to the Company the waiver, release and
            termination agreement contemplated by Section 6.2(e) shall be
            entitled to receive, in consideration of the termination of such
            1996 Employee Plan Options, for each option to purchase a share of
            Company Common Stock held by such holder, an amount in cash (subject
            to Section 2.2(d) and (e)) equal to the excess, if any, of the
            Merger Consideration over the exercise price of such option.

                        (iii) 1996 Director Plan. Each holder of unexercised and
            unexpired (as of the Effective Time) options to purchase shares of
            Company Common Stock ("1996 Director Plan Options") granted under
            the Isco, Inc. 1996 Outside Directors' Stock Option Plan (the "1996
            Director Plan") who has executed and delivered to the Company the
            waiver, release and termination agreement contemplated by Section
            6.2(f) shall be entitled to receive, in consideration of the
            termination of such 1996 Director Plan Options, for each option to
            purchase a share of Company Common Stock held by such holder, an
            amount in cash (subject to Section 2.2(d) and (e)) equal to the
            excess, if any, of the Merger Consideration over the exercise price
            of such option.

                        (iv) 1985 Employee Plan. Each holder of unexercised and
            unexpired (as of the Effective Time) options to purchase shares of
            Company Common Stock ("1985 Employee Plan Options" and, collectively
            with the 1996 Employee Plan Options and the 1996 Director Plan
            Options, the "Company Stock Options") granted under the Isco, Inc.
            1985 Incentive Stock Option Plan (the


                                       7

            "1985 Employee Plan" and, collectively with the 1996 Employee Plan
            and the 1996 Director Plan, the "Company Option Plans") who has
            executed and delivered to the Company the waiver, release and
            termination agreement contemplated by Section 6.2(g) shall be
            entitled to receive, in consideration of the termination of such
            1985 Employee Plan Options, for each option to purchase a share of
            Company Common Stock held by such holder, an amount in cash (subject
            to Section 2.2(d) and (e)) equal to the excess, if any, of the
            Merger Consideration over the exercise price of such option.

                  (b) Exchange Procedures. Subject to the applicable terms of
      the Director's Deferred Stock Plan and the Company Option Plans and to the
      agreements entered into thereunder (in each case, as amended by the
      waiver, release and termination agreements referenced in Section 2.4(a)),
      as promptly as practicable after the Effective Time, but in no event more
      than 10 days thereafter, Parent shall cause the Paying Agent to mail to
      each holder of record of a Deferred Stock Unit who has executed and
      delivered to the Company a waiver, release and termination agreement
      contemplated by Section 6.2(d)(iii) and to each holder of record of a
      Company Stock Option who has executed and delivered to the Company a
      waiver, release and termination agreement contemplated by Section 6.2(e),
      6.2(f) or 6.2(g), as applicable:

                        (i) a letter of transmittal (which (x) shall specify
            that such Deferred Stock Unit or Company Stock Option has been
            terminated, effective as of the Effective Date, in consideration of
            the Surviving Corporation's obligation to make the cash payments
            contemplated by such amendments and (y) shall contain a
            representation to be made by the applicable holder that he or she is
            the sole record and beneficial owner of all right, title, and
            interest in and to such Deferred Stock Unit or Company Stock
            Option); and

                        (ii)  instructions for claiming the cash payments
            contemplated by such amendments.

      Upon delivery of such letter of transmittal, duly executed by the holder
      of such Deferred Stock Unit or Company Stock Option, the holder of such
      Deferred Stock Unit or Company Stock Option shall be entitled to receive
      in exchange therefor cash in the amount contemplated by Section
      6.2(d)(iii), Section 6.2(e), Section 6.2(f), or Section 6.2(g), as
      applicable (subject to Section 2.2(d) and Section 2.2(e)).

                                   ARTICLE III
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

            The Company represents and warrants to Parent and Merger Sub as
follows:

            Section 3.1 Corporate Organization.

                  (a) Each of the Company and each of its Subsidiaries (other
      than Advanced Flow Technologies Partnership, Ltd. ("AFTCO")) is a
      corporation duly organized, validly existing and in good standing under
      the laws of the jurisdiction of its organization and has the requisite
      corporate power and authority to own or lease all of its


                                       8

      properties and assets and to carry on its business as it is now being
      conducted. AFTCO is a limited partnership duly formed, validly existing,
      and in good standing under the laws of the State of Florida and has the
      requisite partnership power and authority to own or lease all of its
      properties and assets and to carry on its business as it is now being
      conducted. Each of the Company and each of its Subsidiaries is duly
      licensed or qualified to do business in each jurisdiction in which the
      nature of the business conducted by it or the character or location of the
      properties and assets owned or leased by it makes such licensing or
      qualification necessary, except where the failure to be so licensed or
      qualified would not reasonably be expected to have, individually or in the
      aggregate, a Material Adverse Effect (as defined in Section 3.1(b)) on the
      Company (a "Company Material Adverse Effect"). The copies of the Company
      Charter attached in Section 3.1(a) of the Company's disclosure schedule
      delivered to Parent concurrently with the execution of this Agreement (the
      "Company Disclosure Schedule") and the amended and restated by-laws of the
      Company (the "Company By-laws") as most recently filed with the Company's
      SEC Documents (as defined in Section 3.5(a)), are true, complete and
      correct copies of such documents as in effect as of the date of this
      Agreement.

                  (b) As used in this Agreement, the term "Material Adverse
      Effect" means any state of facts, change, development, effect, event,
      occurrence, or condition that is materially adverse to (i) the business,
      results of operations, properties, assets, liabilities, or financial
      condition of the Company and its Subsidiaries taken as a whole or Parent
      and its Subsidiaries taken as a whole, as applicable, or (ii) a party's or
      parties' ability to consummate the transactions contemplated hereby within
      the timeframes contemplated by this Agreement. For purposes of analyzing
      whether any state of facts, change, development, effect, event,
      occurrence, or condition has resulted in a Company Material Adverse
      Effect, neither Parent nor Merger Sub will be deemed to have knowledge of
      any state of facts, change, development, effect, occurrence or condition
      relating to the Company or its Subsidiaries unless it is disclosed in the
      Company's SEC Documents or the Company Disclosure Schedule.

                  (c) As used in this Agreement, the word "Subsidiary," (i) when
      used with respect to any party hereto, means any corporation, partnership,
      limited liability company, or other organization, whether incorporated or
      unincorporated, of which (x) at least a majority of the securities or
      other interests having by their terms voting power to elect a majority of
      the board of directors or others performing similar functions with respect
      to such corporation or other organization or (y) the power to direct the
      affairs of such corporation, partnership, limited liability company, or
      other organization, is directly or indirectly beneficially owned or
      controlled by such party hereto or by any one or more of its subsidiaries,
      or by such party hereto and one or more of its subsidiaries, and (ii) in
      addition, when used with respect to the Company, AFTCO. The Subsidiaries
      of the Company are listed on Section 3.1(c) of the Disclosure Schedule.

            Section 3.2 Capitalization.

                  (a) The authorized capital stock of the Company consists of
      15,000,000 shares of Company Common Stock and 5,000,000 shares of
      preferred stock, par value $0.10 ("Company Preferred Stock"). At the date
      hereof, there are:


                                       9



            (i) 5,741,946 shares of Company Common Stock issued and outstanding,

            (ii) no shares of Company Preferred Stock issued or outstanding,

            (iii) 49,139 shares of Company Common Stock issuable in respect of
outstanding Deferred Stock Units,

            (iv) 296,196 shares of Company Common Stock issuable in respect of
1996 Employee Plan Options (without distinguishing between vested and unvested
grants of options),

            (v) 29,917 shares of Company Common Stock issuable in respect of
1996 Director Plan Options (without distinguishing between vested and unvested
grants of options), and

            (vi) 44,400 shares of Company Common Stock issuable in respect of
1985 Employee Plan Options (all of which 1985 Employee Plan Options have fully
vested in favor of their holders),

All of the issued and outstanding shares of Company Common Stock have been (and
any shares of Company Common Stock issuable in respect of Deferred Stock Units,
upon the exercise of 1996 Employee Plan Options, upon the exercise of 1996
Director Plan Options, or upon the exercise of 1985 Employee Plan Options will
be) duly authorized and validly issued and are (or will be) fully paid,
nonassessable, and free of preemptive rights. Section 3.2(a) of the Company
Disclosure Schedule sets forth (x) a true and complete list of the holders of
Deferred Stock Units and the number of Deferred Stock Units held by each such
holder, and (y) a true and complete list of all outstanding options granted
under the Company Option Plans, including the expiration date of each such
option, the exercise price for shares of Company Common Stock represented by
each such option, the number of shares of Company Common Stock for which each
such option is exercisable, and the number of holders of such options. Except as
set forth in Section 3.2(a) of the Company Disclosure Schedule, as of the date
hereof, there are not and, as of the Effective Time there will not be, any
shares of Company Common Stock or other capital stock issued and outstanding or
any subscriptions, options, warrants, calls, stock appreciation rights, phantom
stock units, commitments, or agreements of any character providing for the
purchase or issuance of any securities of the Company, including any securities
representing the right to purchase or otherwise receive any Company Common
Stock.

         (b) Except as set forth in Section 3.2(b) of the Company Disclosure
Schedule:

                  (i) the Company owns, directly or indirectly, all of the
         issued and outstanding shares of capital stock or equity interests, as
         applicable, of each of its Subsidiaries (other than AFTCO), free and
         clear of any liens, charges, encumbrances, adverse rights or claims and
         security interests whatsoever


                                       10


         ("Liens"), and all of such shares are duly authorized and validly
         issued and are fully paid, nonassessable and free of preemptive rights,
         and

                  (ii) the Company owns, directly or indirectly, a 50%
         partnership interest in AFTCO, free and clear of any Liens, and such
         interest has been duly authorized and validly issued and is fully paid,
         nonassessable and free of preemptive rights.

None of the Company's Subsidiaries has or is bound by any outstanding
subscriptions, options, warrants, calls, commitments or agreements of any
character calling for the purchase or issuance of any security of such
Subsidiary, including any securities representing the right to purchase or
otherwise receive any shares of capital stock or any other equity security or
interest of such Subsidiary.

         (c) Disclosed in Section 3.2(c) of the Company Disclosure Schedule is a
true and complete list of all Deferred Stock Units, 1996 Employee Plan Options,
1996 Director Plan Options, and 1985 Employee Plan Options outstanding as of the
date hereof, the exercise price therefor, and the holder thereof.

         (d) The Board of Directors of the Company has not declared any dividend
or distribution with respect to the Company Common Stock the record or payment
date for which is on or after the date of this Agreement.

         (e) As of the date hereof, (i) no bonds, debentures, notes or other
indebtedness of the Company having the right to vote are issued or outstanding,
and (ii) there are no outstanding contractual obligations of Company or any of
its Subsidiaries to repurchase, redeem or otherwise acquire any shares of
Company Common Stock or any shares of capital stock or other equity security or
interest of any Subsidiary or of the Company.

         (f) The Company Common Stock is quoted on the Nasdaq National Market
("Nasdaq"). No other securities of Company or any of its Subsidiaries are listed
or quoted for trading on any United States domestic or foreign securities
exchange.

      Section 3.3 Authority.

         (a) The Company has all necessary corporate power and authority to
execute and deliver this Agreement and to consummate the transactions
contemplated hereby, subject to obtaining the approval of holders of at least a
two-thirds majority of the outstanding shares of Company Common Stock (the
"Company Shareholder Approval") prior to the consummation of the Merger in
accordance with the NBCA. The Company Shareholder Approval is the only vote of
the holders of any class or series of the Company's securities necessary to
adopt this Agreement and approve the Merger and the other transactions
contemplated hereby. The execution, delivery and performance by the Company of
this Agreement, and the consummation by it of the transactions contemplated
hereby, have been duly authorized by its Board of Directors and, except for
obtaining the Company Shareholder Approval as contemplated by Section 1.5 and as
required by the NBCA, no other corporate action on the part of the Company is
necessary


                                       11


to authorize the execution and delivery by the Company of this Agreement and the
consummation by it of the transactions contemplated hereby. This Agreement has
been duly executed and delivered by the Company and, assuming due and valid
authorization, execution and delivery of this Agreement by the other parties
hereto, constitutes a valid and binding obligation of the Company enforceable
against the Company in accordance with its terms, except that such
enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other
similar laws affecting or relating to the enforcement of creditors' rights
generally and (ii) is subject to general principles of equity.

         (b) The Board of Directors of the Company has adopted this Agreement
and has approved and taken all corporate action required to be taken by the
Board of Directors for the consummation by the Company of the Merger and the
other transactions contemplated by this Agreement.

      Section 3.4 Consents and Approvals; No Violations.

         (a) Except for (i) the consents and approvals set forth in Section
3.4(a) of the Company Disclosure Schedule, (ii) the filing with the SEC of the
preliminary proxy statement and the Proxy Statement, (iii) the filing of the
Articles of Merger with the Secretary of State pursuant to the NBCA, (iv) the
Company Shareholder Approval, and (v) filings, permits, authorizations, consents
and approvals as may be required under, and other applicable requirements of,
(A) the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (B)
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"), and (C) any filings required under the rules and regulations of Nasdaq,
no consents or approvals of, or filings, declarations or registrations with, any
federal, state, or local court, administrative or regulatory agency or
commission, or other governmental authority or instrumentality, domestic or
foreign (each, a "Governmental Entity") are necessary for the consummation by
the Company of the transactions contemplated hereby or by the Stockholder
Agreement, other than such other consents, approvals, filings, declarations or
registrations that, if not obtained, made or given, would not reasonably be
expected to have, individually or in the aggregate, a Company Material Adverse
Effect.

         (b) Except as set forth in Section 3.4(b) of the Company Disclosure
Schedule, neither the execution and delivery of this Agreement by the Company,
nor the consummation by the Company of the transactions contemplated hereby, nor
compliance by the Company with any of the terms or provisions hereof, nor the
consummation of the transactions contemplated by the Stockholder Agreement or
compliance with the terms and provisions thereof will:

                  (i) conflict with or violate any provision of the Company
         Charter or Company By-laws or any of the similar organizational
         documents of any of its Subsidiaries or

                  (ii) assuming that the authorizations, consents and approvals
         referred to in Section 3.4(a) and the authorization hereof by the
         Company's shareholders in accordance with the NBCA are duly obtained,
         (A) violate any


                                       12


         statute, code, ordinance, rule, regulation, judgment, order, writ,
         decree, or injunction applicable to the Company or any of its
         Subsidiaries or any of their respective properties or assets, or (B)
         subject to obtaining the third-party consents set forth in Section
         3.4(b) of the Company Disclosure Schedule, violate, conflict with,
         result in the loss of any material benefit under, constitute a default
         (or an event which, with notice or lapse of time, or both, would
         constitute a default) under, result in the termination of or a right of
         termination or cancellation under, accelerate the performance required
         by, or result in the creation of any Lien upon any of the respective
         properties or assets of the Company or any of its Subsidiaries under,
         any of the terms, conditions or provisions of any note, bond, mortgage,
         indenture, deed of trust, license, lease, agreement or other instrument
         or obligation to which the Company or any of its Subsidiaries is a
         party, or by which they or any of their respective properties or assets
         may be bound or affected, except, in the case of clause (B) above, for
         such violations, conflicts, breaches, defaults, losses, terminations of
         rights thereof, accelerations or Lien creations which, individually or
         in the aggregate, would not reasonably be expected to have a Company
         Material Adverse Effect.

         Section 3.5 SEC Documents; Undisclosed Liabilities.

            (a) The Company has filed all required reports, schedules, forms and
registration statements with the SEC since January 1, 2001 (collectively, and in
each case including all exhibits, schedules, and amendments thereto and
documents incorporated by reference therein, the "SEC Documents"). Except as
set forth in Section 3.5(a) of the Company Disclosure Schedule, as of their
respective dates, the SEC Documents complied in all material respects with the
requirements of the Securities Act of 1933, as amended (the "Securities Act"),
or the Exchange Act, as the case may be, and the rules and regulations of the
SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC
Documents (including any and all financial statements included therein) as of
such dates contained any untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading. The Company has previously delivered (except to the extent such
filings are publicly available on the EDGAR system) to Parent each registration
statement, report, proxy statement or information statement (other than
preliminary materials) filed by Company with the SEC since January 1, 2001, each
in the form (including exhibits and any amendments thereto) filed with the SEC
prior to the date hereof.

            (b) The consolidated financial statements of the Company included in
the SEC Documents comply as to form in all material respects with applicable
accounting requirements and the published rules and regulations of the SEC with
respect thereto, have been prepared in accordance with generally accepted
accounting principles ("GAAP") (except, in the case of unaudited consolidated
quarterly statements, as permitted by Form 10-Q of the SEC) applied on a
consistent basis during the periods involved (except as may be indicated
otherwise in the notes thereto) and fairly present in all material respects the
consolidated financial position of the Company and its consolidated Subsidiaries
as of the dates thereof and the consolidated results of their operations and
cash flows for the periods then ended (subject, in the case of unaudited

                                       13


quarterly statements, to normal year-end audit adjustments). Since January 1,
2001, the Company has not received notice from the SEC or any other Governmental
Entity that any of its accounting policies or practices are the subject of any
review, inquiry, investigation or challenge other than comments from the SEC on
Company filings which comments have either been satisfied or withdrawn by the
SEC.

            (c) Since July 25, 2003, neither the Company nor any of its
consolidated Subsidiaries has incurred any liabilities or obligations of any
nature (whether accrued, absolute, contingent or otherwise and whether due or to
become due) except (i) as and to the extent set forth on the audited balance
sheet of the Company and its consolidated Subsidiaries as of July 25, 2003
(including the notes thereto) included in the SEC Documents, (ii) as incurred
after July 25, 2003 in the ordinary course of business and consistent with past
practice, (iii) as described in the Company's quarterly report on Form 10-Q
filed on March 5, 2004 (the "Recent SEC Documents"), or (iv) as would not
reasonably be expected to have, individually or in the aggregate, a Company
Material Adverse Effect. The Company has not been a party to any securitization
transactions or "off-balance sheet arrangements" (as defined in Item 303 of
Regulation S-K of the Exchange Act) at any time since January 1, 2001.

            (d) The Company has not filed any report with the SEC, Nasdaq, or
any other securities regulatory authority or any securities exchange or other
self regulatory authority that, as of the date of this Agreement, remains
confidential.

            (e) The principal executive officer of Company and the principal
financial officer of Company (and each former principal executive officer or
principal financial officer of Company) have made the certifications required by
Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley
Act"), and the rules and regulations of the SEC promulgated thereunder with
respect to the SEC Documents filed since such certifications have been required.
For purposes of the preceding sentence, "principal executive officer" and
"principal financial officer" shall have the meanings given to such terms in the
Sarbanes-Oxley Act.

            (f) The Company maintains disclosure controls and procedures
required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and
procedures are effective to ensure that all material information concerning the
Company and its Subsidiaries is made known on a timely basis to the individuals
responsible for the preparation of Company's filings with the SEC and other
public disclosure documents.

               Section 3.6 Broker's Fees. Except for the Financial Advisor's fee
and the fees of The Nassau Group, both of which are set forth in Section 3.6 of
the Company Disclosure Schedule, neither the Company nor any Subsidiary of the
Company nor any of their respective officers or directors on behalf of the
Company or such Subsidiaries has employed any financial advisor, broker or
finder or incurred any liability for any financial advisory fee, broker's fees,
commissions, or finder's fees in connection with any of the transactions
contemplated hereby.

               Section 3.7 Absence of Certain Changes or Events. Except as set
forth in the Recent SEC Documents or in Section 3.7 of the Company Disclosure
Schedule, since July 25,


                                       14


2003: (x) the Company and its Subsidiaries have conducted their businesses in
all material respects in the ordinary course and in a manner consistent with
past practice and, since such date, there has not been any event that,
individually or in the aggregate, has had or would reasonably be expected to
have, a Company Material Adverse Effect, and (y) neither the Company nor any of
its Subsidiaries has taken, or failed to take, any action that would have
constituted a breach of Section 5.1 had the covenants therein applied since that
date.

               Section 3.8 Legal Proceedings.

                  (a) Except as set forth in Section 3.8 of the Company
         Disclosure Schedule or as disclosed in the Recent SEC Documents, there
         is no action, suit or proceeding, claim, arbitration or investigation
         pending or, to the Company's knowledge, threatened against the Company
         or any of its Subsidiaries, and neither the Company nor any of its
         Subsidiaries is a party to any action, suit or proceeding, arbitration
         or investigation, that, individually or in the aggregate, could
         reasonably be expected to have a Company Material Adverse Effect,
         restrict the conduct of the business of the Company or any of its
         Subsidiaries, or restrict the ability of the Company or any of its
         Subsidiaries to compete freely with any other Person.

                  (b) Except as set forth in Section 3.8 of the Company
         Disclosure Schedule or as disclosed in the Recent SEC Documents, there
         is no injunction, order, judgment, decree or regulatory restriction
         imposed upon the Company, any of its Subsidiaries or the assets of the
         Company or any of its Subsidiaries that, when aggregated with all other
         such injunctions, orders, judgments, decrees and restrictions, could
         reasonably be expected to have a Company Material Adverse Effect.

                  (c) There are no actions, suits, investigations, or
         proceedings pending as of the date of this Agreement against Company or
         any Subsidiary of Company, or any director, officer or employee of
         Company or any Subsidiary of Company, alleging any violation of federal
         or state securities laws, the NBCA, or the rules or regulations of
         Nasdaq.

            Section 3.9 Compliance with Applicable Law.

                  (a) Except as disclosed in Section 3.9(a) of the Company
         Disclosure Schedule or in the Recent SEC Documents, the Company and
         each of its Subsidiaries hold all material licenses, franchises,
         permits and authorizations necessary for the lawful conduct of their
         respective businesses as presently conducted and are in compliance with
         the terms thereof, except where the failure to hold such license,
         franchise, permit or authorization or such noncompliance could not,
         when aggregated with all other such failures or noncompliance,
         reasonably be expected to have a Company Material Adverse Effect.

                  (b) Except as set forth in the Recent SEC Documents or in
         Section 3.9(b) of the Company Disclosure Schedule, (i) the businesses
         of the Company and its Subsidiaries are not being conducted in
         violation of any law, statute, order, rule, regulation, policy and/or
         guideline of any Governmental Entity (including but not limited


                                       15


         to the Sarbanes-Oxley Act of 2002 and the USA PATRIOT Act of 2001),
         except for possible violations which, individually or in the aggregate,
         do not have, and would not reasonably be expected to have, a Company
         Material Adverse Effect and (ii) neither the Company nor any of its
         Subsidiaries has received notice of any material violations of any
         applicable law, statute, order, rule, regulation, policy and/or
         guideline of any Governmental Entity relating to the Company or any of
         its Subsidiaries.

            Section 3.10 Company Information. The information relating to the
Company and its Subsidiaries to be provided by the Company for inclusion in the
preliminary proxy statement relating to the Merger and this Agreement, in the
Proxy Statement, or in any other document filed with any other Governmental
Entity in connection herewith, at the respective times filed with the SEC or
such other Governmental Entity and first published, sent or given to
shareholders of the Company and, in addition, in the case of the Proxy
Statement, at the date it or any amendment or supplement thereto is mailed to
holders of the shares of Company Common Stock and at the time of the Special
Meeting, will not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in light of the
circumstances in which they are made, not misleading (except that no
representation or warranty is made by the Company as to such portions thereof
that relate only to Parent, Merger Sub, or any of their Subsidiaries or to
statements made therein based on information supplied by or on behalf of Parent
or Merger Sub for inclusion or incorporation by reference therein). The Proxy
Statement will comply as to form in all material respects with the provisions of
the Exchange Act and the rules and regulations thereunder.

            Section 3.11 Employee Matters.

                  (a) The Company has delivered or made available to Parent full
         and complete copies or descriptions of each material employment,
         severance, bonus, change-in-control, profit sharing, compensation,
         termination, stock option, stock appreciation right, restricted stock,
         phantom stock, performance unit, forward purchase or sale, derivative
         contract, pension, retirement, deferred compensation, welfare or other
         employee benefit agreement, trust fund or other employee benefit
         arrangement and any union, guild, or collective bargaining agreement
         maintained or contributed to or required to be contributed to by the
         Company or any of its ERISA Affiliates (as defined below), for the
         benefit or welfare of any director, officer, employee or former
         employee of the Company or any of its ERISA Affiliates (such plans and
         arrangements being collectively the "Company Benefit Plans"). Except as
         set forth in Section 3.11(a) of the Company Disclosure Schedule, each
         of the Company Benefit Plans is in compliance with all applicable laws
         including the Employee Retirement Income Security Act of 1974, as
         amended ("ERISA"), and the Code except where such noncompliance would
         not reasonably be expected to have a Company Material Adverse Effect.
         Except as set forth in Section 3.11(a) of the Company Disclosure
         Schedule, the Internal Revenue Service has determined that each Company
         Benefit Plan that is intended to be a qualified plan under Section
         401(a) of the Code is so qualified and the Company is aware of no event
         occurring after the date of such determination that would adversely
         affect such determination, except where such event would not reasonably
         be expected to have a Company Material Adverse Effect. Except as set
         forth in Section 3.11(a) of the Company Disclosure Schedule, no
         condition exists that is reasonably likely to subject the


                                       16


         Company or any of its Subsidiaries to any direct or indirect liability
         under Title IV of ERISA or Section 4976 of the Code that would
         reasonably be expected to have a Company Material Adverse Effect and
         that is not reflected on the balance sheet contained in the Recent SEC
         Documents or that is reasonably likely to result in any loss of a
         federal tax deduction under Section 280G of the Code. Except as set
         forth in Section 3.11(a) of the Company Disclosure Schedule, there are
         no pending or, to the Company's knowledge, threatened, claims by, on
         behalf of or against any of the Company Benefit Plans or any trusts
         related thereto except where such claims would not reasonably be
         expected to have a Company Material Adverse Effect. "ERISA Affiliate"
         means, with respect to any Person, any trade or business, whether or
         not incorporated, that together with such Person would be deemed a
         "single employer" within the meaning of Section 4001(a)(15) of ERISA.

                  (b) Neither the Company nor any of its Subsidiaries is a party
         to, or bound by, any collective bargaining agreement (other than as set
         forth in Section 3.11(b) of the Company's Disclosure Schedule) or other
         contract or understanding with a labor union or labor organization.
         Except for such matters that would not reasonably be expected to have,
         individually or in the aggregate, a Company Material Adverse Effect,
         there is no (i) unfair labor practice, labor dispute or labor
         arbitration proceeding pending, (ii) to the knowledge of the Company,
         any activity or proceeding by a labor union or representative thereof
         to organize any employees of the Company or any of its Subsidiaries, or
         (iii) lockout, strike, slowdown, work stoppage or, to the knowledge of
         the Company, threat thereof by or with respect to such employees.

                  (c) No Company Benefit Plan is subject to Title IV of ERISA or
         Section 412 of the Code, and no Company Benefit Plan is a multiemployer
         plan within the meaning of Section 414(f) of the Code or a plan
         described in Section 413(c) of the Code.

                  (d) There have been no prohibited transactions within the
         meaning of Section 406 or Section 407 of ERISA or Section 4975 of the
         Code with respect to any of the Company Benefit Plans, and there has
         been no other event, or more than one other event, with respect to any
         Company Benefit Plan that could result in any liability for the Company
         or any Subsidiary related to any excise Taxes under the Code or to any
         liabilities under ERISA which could have a Material Adverse Effect on
         Company.

                  (e) Each Company Benefit Plan has been maintained and
         administered in substantial compliance with its terms and with the
         requirements prescribed by any and all statutes, orders, rules and
         regulations, including but not limited to ERISA and the Code, which are
         applicable to such Company Benefit Plan or to the Company or any
         Subsidiary as a sponsor, a plan administrator or a fiduciary of such
         Company Benefit Plan. If a former Company Benefit Plan has been
         terminated by or all or any part of the liabilities of the Company or
         any Subsidiary for any current or former Company Benefit Plan has been
         transferred to another employer, such termination or transfer was
         properly effected and neither Company nor any of its Subsidiaries has
         any further liability with respect to such termination or transfer.

                                       17


                  (f) Except as set forth in Section 3.11(f) of the Company
         Disclosure Schedule, neither the requisite corporate or stockholder
         approval of, nor the consummation of, the transactions contemplated by
         this Agreement will (either alone or together with any other event,
         including any termination of employment) entitle any current or former
         officer, employee, director or other independent contractor of the
         Company or a Subsidiary to any change in control payment or benefit,
         transaction bonus or similar benefit or severance pay or accelerate the
         time of payment or vesting or trigger any payment or funding (through a
         grantor trust or otherwise) of compensation or benefits under, increase
         the amount payable or trigger any other material obligation pursuant
         to, any Company Benefit Plan.

                  (g) Except as set forth in Section 3.11(g) of the Company
         Disclosure Schedule, neither the Company nor any Subsidiary has any
         material liability in respect of post-retirement health, medical or
         life insurance benefits for any current or former officer, employee,
         director, or independent contractor except as required to avoid excise
         Tax under Section 4980B of the Code.

                  (h) All contributions and other payment due from the Company
         or any Subsidiary with respect to each Company Benefit Plan have been
         made or paid in full, and all of the assets which have been set aside
         in a trust, escrow account or insurance company separate account to
         satisfy any obligations under any Company Benefit Plan are shown on the
         books and records of each such trust or account at their current fair
         market value as of the most recent valuation date for such trust or
         account, and the fair market value of all such assets as of each such
         valuation date equals or exceeds the present value of any obligation
         under any Company Plan.

                  (i) There are no pending or threatened claims with respect to
         a Company Benefit Plan (other than routine and reasonable claims for
         benefits made in the ordinary course of the plan's operations) or with
         respect to the terms and conditions of employment or termination of
         employment of any current or former officer, employee or independent
         contractor of the Company or a Subsidiary, which claims could
         reasonably be expected to result in any material liability to the
         Company or a Subsidiary, and no audit or investigation by any domestic
         or foreign governmental or other law enforcement agency is pending or,
         to the knowledge of the Company or a Subsidiary, has been proposed with
         respect to any Company Benefit Plan.

                  (j) Vesting for the 1985 Employee Plan Options, the 1996
         Employee Plan Options, and the 1996 Director Plan Options, including
         accelerated vesting which will occur at the Effective Time in respect
         of the 1996 Employee Plan Options and the 1996 Director Plan Options,
         has been effected in accordance with the terms of the plans and with
         the rules of Nasdaq, and no shares have been issued pursuant to any
         such plan that are not properly registered pursuant to the Securities
         Act on a Form S-8.

            Section 3.12 Company Products.

                                       18


                  (a) None of the products manufactured or sold by the Company
         or any of its Subsidiaries contains or incorporates asbestos,
         asbestos-containing materials, or presumed asbestos-containing
         materials.

                  (b) None of the products manufactured or sold by the Company
         or any of its Subsidiaries is subject to any guarantee, warranty, or
         other indemnity of or by the Company or any of its Subsidiaries beyond
         the applicable terms and conditions of sale and any additional written
         manufacturer's warranty included with such product.

            Section 3.13 Environmental Matters.

                  (a) Except as set forth in Section 3.13(a) of the Company's
         Disclosure Schedule or in the Recent SEC Documents, there are no legal,
         administrative, arbitral or other proceedings, claims, actions, causes
         of action, required environmental remediation activities or, to the
         knowledge of the Company, governmental investigations of any nature
         seeking to impose, or that reasonably could be expected to result in
         the imposition, on the Company or any of its Subsidiaries of any
         liability or obligations arising under common law standards relating to
         environmental protection, human health or safety, or under any local,
         state, federal, national or supranational environmental statute,
         regulation or ordinance, including the Comprehensive Environmental
         Response, Compensation and Liability Act of 1980, as amended
         (collectively, "Environmental Laws"), pending or, to the knowledge of
         the Company, threatened, against the Company or any of its
         Subsidiaries, which liability or obligation would reasonably be
         expected to have a Company Material Adverse Effect.

                  (b) During or, to the knowledge of the Company, prior to the
         period of (i) its or any of its Subsidiaries' ownership or operation of
         any of their respective current properties, (ii) its or any of its
         Subsidiaries' participation in the management of any property, or (iii)
         its or any of its Subsidiaries' holding of a security interest or other
         interest in any property, there was no release or threatened release of
         hazardous, toxic, radioactive or dangerous materials or other materials
         regulated under Environmental Laws in, on, under or affecting any such
         property which (x) would require remediation under Environmental Laws
         or (y) would reasonably be expected to have a Company Material Adverse
         Effect.

                  (c) Neither the Company nor any of its Subsidiaries is subject
         to any agreement, judgment, decree, or other order of any kind by or
         with any court, governmental authority, regulatory agency, or third
         party imposing any material liability or obligations pursuant to or
         under any Environmental Law.

                  (d) There has been no material environmental investigation,
         study, audit, test, review or other analysis conducted by or on behalf
         of the Company of which the Company has knowledge in relation to the
         current or prior business of the Company or any of its Subsidiaries or
         any property or facility now or previously owned or leased by the
         Company or any of its Subsidiaries that Company has not provided to
         Parent prior to the date of this Agreement.

                                       19


         Section 3.14 Takeover Statutes. The Company has taken all actions
necessary such that no restrictive provision of any "fair price," "moratorium,"
"control share acquisition," "interested shareholder" or other similar
anti-takeover statute or regulation (including, without limitation, Article 24
of the NBCA) or restrictive provision of any applicable anti-takeover provision
in the governing documents of the Company is, or at the Effective Time will be,
applicable to the Company, Parent, Merger Sub, the shares of Company Common
Stock (including shares of Company Common Stock acquired in the Merger), the
Merger or any other transaction contemplated by this Agreement or the
Stockholder Agreement. No anti-takeover provision contained in the Company
Charter or the Company By-laws is, or at the Effective Time will be, applicable
to the Company, the shares of Company Common Stock, the Merger or the other
transactions contemplated by this Agreement.

         Section 3.15 Properties. Except as disclosed in the Recent SEC
Documents, each of the Company and its Subsidiaries (i) has good and
indefeasible title to all the properties and assets reflected on the latest
audited balance sheet included in the Recent SEC Documents as being owned by the
Company or one of its Subsidiaries or acquired after the date thereof which are,
individually or in the aggregate, material to the Company's business on a
consolidated basis (except properties sold or otherwise disposed of since the
date thereof in the ordinary course of business), free and clear of (A) all
Liens except for (1) statutory liens securing payments not yet due and (2) such
imperfections or irregularities of title or other Liens (other than real
property mortgages or deeds of trust) as do not materially affect the use of the
properties or assets subject thereto or affected thereby or otherwise materially
impair business operations at such properties, and (B) all real property
mortgages and deeds of trust except such secured indebtedness as is properly
reflected in the latest audited balance sheet included in the Recent SEC
Documents, and (ii) is the lessee of all leasehold estates reflected in the
latest audited financial statements included in the Recent SEC Documents or
acquired after the date thereof which are material to its business on a
consolidated basis and is in possession of the properties purported to be leased
thereunder, and each such lease is valid without material default thereunder by
the lessee or, to the knowledge of the Company, the lessor. The assets of the
Company and its Subsidiaries constitute, in the aggregate, all the assets
(including, but not limited to, intellectual property rights) used in or
necessary to the conduct of their businesses as they currently are being
conducted. They are substantially all of the assets with which the Company has
conducted its historical business.

         Section 3.16 Tax Returns and Tax Payments.

                  (a) Except as set forth in Section 3.16 of the Company
         Disclosure Schedule:

                        (i) the Company and its Subsidiaries have prepared in
            good faith and have duly and timely filed (or, as to Subsidiaries,
            the Company has filed on behalf of such Subsidiaries) all material
            Tax Returns (as defined below) required to be filed by it and all
            such Tax Returns are complete and accurate in all material respects;

                        (ii) the Company and its Subsidiaries have paid (or, as
            to Subsidiaries, the Company has paid on behalf of such
            Subsidiaries) all material


                                       20


            Taxes (as defined below) shown to be due on their Tax Returns or has
            provided (or, as to Subsidiaries, the Company has made provision on
            behalf of such Subsidiaries) reserves in its financial statements
            for any Taxes that have not been paid (excluding any reserve for
            deferred Taxes established to reflect timing differences), whether
            or not shown as being due on any Tax Returns;

                        (iii) neither the Company nor any of its Subsidiaries
            has granted any request that remains in effect for waivers of the
            time to assess any Taxes;

                        (iv) no claim for unpaid Taxes has been asserted against
            the Company or any of its Subsidiaries in writing by a Tax authority
            which, if resolved in a manner unfavorable to the Company or any of
            its Subsidiaries, as the case may be, would reasonably be expected
            to have, individually or in the aggregate, a Company Material
            Adverse Effect;

                        (v) there are no Liens for Taxes upon the assets of the
            Company or any Subsidiary, except for Liens for Taxes not yet due
            and payable or for Taxes that are being disputed in good faith by
            appropriate proceedings and with respect to which adequate reserves
            (excluding any reserve for deferred Taxes established to reflect
            timing differences) have been taken;

                        (vi) to the knowledge of the Company no audit of any
            material Tax Return of the Company or any of its Subsidiaries is
            being conducted by a Tax authority;

                        (vii) neither the Company nor any of its Subsidiaries
            has any liability for Taxes of any Person (other than the Company
            and its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or
            any comparable provision of state, local or foreign law) as a
            transferee or successor, by contract or otherwise;

                        (viii) there are no contracts, agreements or other
            arrangements which could result in the payment by the Company or by
            any Subsidiary of an "Excess Parachute Payment" as that term is used
            in Section 280G of the Code or the payment by the Company or any of
            its Subsidiaries of compensation which will not be deductible
            because of Section 162(m) of the Code, in either case, whether
            because of the transactions contemplated by this Agreement or for
            any other reason;

                        (ix) there are no contracts, agreements or other
            arrangements that would qualify as "reportable transactions" as
            defined in Treasury Regulation Section 1.6011-4; and

                        (x) neither the Company nor any Subsidiary has been a
            "United States real property holding corporation" within the meaning
            of Section 897(c)(2) of the Code during the applicable period
            specified in Section 897(c)(1)(a)(ii) of the Code.

                                       21



                        (b) As used herein, "Taxes" shall mean all taxes of any
            kind, including, without limitation, those on or measured by or
            referred to as income, gross receipts, sales, use, ad valorem,
            franchise, profits, license, value added, property or windfall
            profits taxes, customs, duties or similar fees, assessments or
            charges of any kind whatsoever, together with any interest and any
            penalties, additions to tax or additional amounts imposed by any
            governmental authority, domestic or foreign.

                        (c) As used herein, "Tax Return" shall mean any return,
            report, or statement required to be filed with any governmental
            authority with respect to Taxes.

                        (d) As used herein, "Code" shall mean the Code and the
            Treasury Regulations promulgated thereunder.

                  Section 3.17 Intellectual Property.

                        (a) Except as set forth in Section 3.17 of the Company
            Disclosure Schedule:

                                    (i) the Company and its Subsidiaries own all
                        right, title and interest in or have valid and
                        enforceable rights to use, by license or other
                        agreement, all of the Intellectual Property Rights (as
                        defined below) that are currently used in the conduct of
                        the Company's or any of its Subsidiary's business, free
                        of all Liens,

                                    (ii) no action, claim, arbitration,
                        proceeding, audit, hearing, investigation, litigation or
                        suit (whether civil, criminal, administrative,
                        investigative or informal) has commenced, been brought
                        or heard by or before any Governmental Entity or
                        arbitrator or is pending or is threatened in writing by
                        any third Person with respect to any Intellectual
                        Property Rights owned or used by the Company or any of
                        its Subsidiaries in connection with their respective
                        businesses as currently conducted, including any of the
                        foregoing that alleges that the operation of any such
                        business infringes, misappropriates, impairs, dilutes or
                        otherwise violates the rights of others, and there are
                        no grounds for the same, and Company and its
                        Subsidiaries are not subject to any outstanding
                        injunction, judgment, order, decree, ruling, charge,
                        settlement, or other dispute involving any third
                        Person's Intellectual Property Rights, and

                                    (iii) to the knowledge of Company, no Person
                        has infringed, misappropriated or otherwise violated, or
                        is infringing, misappropriating or otherwise violating,
                        any Intellectual Property Rights owned or used by
                        Company or any of its Subsidiaries in connection with
                        their respective businesses as currently conducted and
                        neither Company nor any of its Subsidiaries has brought
                        or threatened any such claims, suits, arbitrations or
                        other adversarial proceedings against any third party
                        that remain unresolved.

            Excluded from the foregoing provisions of this Section 3.17 are
            matters that, individually or in the aggregate with other such
            matters not otherwise disclosed in Section 3.17 of the Company
            Disclosure Schedule, would not reasonably be expected to have a
            Company

                                       22




            Material Adverse Effect. Schedule 3.17 of the Company Disclosure
            Schedule also contains a list of each written notice received by the
            Company or any of its Subsidiaries during the 36 months preceding
            the date of this Agreement alleging that the operation of the
            business of the Company or any of its Subsidiaries infringes upon,
            misappropriates, or conflicts with any Intellectual Property Rights
            of a third party.

                        (b) All of the material intellectual property owned or
            used by Company or any of its Subsidiaries prior to the Closing Date
            will be owned or available for use by Company and its Subsidiaries
            immediately after the Closing on substantially the same terms and
            conditions as prior to the Closing.

                        (c) For purposes of this Agreement, "Intellectual
            Property Rights" means any or all rights in, arising out of or
            associated with any of the following: (i) all United States,
            international and foreign patents and patent applications (including
            all reissues, reexaminations, divisionals, renewals, extensions,
            provisionals, continuations, continuations-in-part, patent
            disclosures, mask works and integrated circuit topographies) and all
            equivalents thereof; (ii) all computer software (including source
            and object code) and related documentation, confidential
            information, trade secrets, inventions (whether patentable or not),
            business information, customer lists, know how, show how, technology
            and all documentation relating to any of the foregoing; (iii) all
            United States and foreign copyrights, copyright registrations and
            applications therefor in both published and unpublished works; (iv)
            all United States and foreign trademarks and service marks (whether
            or not registered), trade names, designs, logos, slogans and general
            intangibles of like nature, together with all goodwill appurtenant
            thereto, and applications for registration of any of the foregoing;
            and (v) Internet domain name registrations and applications
            therefor.

                        (d) The Company or its Subsidiaries own, or are licensed
            or otherwise possess legally enforceable rights to use, all
            trademarks that are material to the business of the Company and its
            Subsidiaries as currently conducted, including the trademarks
            "ISCO," "Isco, Inc." "Isco," "Combiflash," "Flowlink," Foxy,"
            "Redisip," "Retriever," (with respect to liquid chromatography)
            "SWIFT," and (with respect to AFTCO) "UniMag."

            Section 3.18 Identified Agreements. Other than the contracts or
agreements of the Company included as Item 14 exhibits to the Company's annual
report on Form 10-K for the fiscal year ended July 25, 2003, and other than
contracts or agreements between the Company and its Subsidiaries or between
Subsidiaries of the Company (in each case, excluding AFTCO), Section 3.18 of the
Company Disclosure Schedule lists each of the contracts and agreements to which
the Company or any of its Subsidiaries is a party as of the date hereof, which
are (a) material contracts or agreements between the Company and any of its
Affiliates (including AFTCO), (b) contracts or arrangements between the Company
and its Subsidiaries, on the one hand, and executive officers or directors of
the Company or their Affiliates and associates (as defined in the Exchange Act),
on the other hand, or (c) shareholder, voting trust, or similar contracts or
agreements relating to the voting of Company Common Stock or other equity
interests of the Company or any of its Subsidiaries.

                                       23


            Section 3.19 Investment Company. Neither the Company nor any of its
Subsidiaries is an "investment company" within the meaning of the Investment
Company Act of 1940, as amended.

            Section 3.20 Board Recommendation. The Board of Directors of the
Company, at a meeting duly called and held, has (A) unanimously adopted this
Agreement (including all terms and conditions set forth herein) and approved the
transactions contemplated hereby, including the Merger, (B) determined that the
Merger is advisable and that the terms of the Merger are fair to, and in the
best interests of, the Company and its shareholders, and (C) resolved to submit
this Agreement to the Company's shareholders and recommend that the Company's
shareholders approve this Agreement, the Merger, and the other transactions
contemplated hereby.

            Section 3.21 Opinion of Financial Advisor. The Financial Advisor has
delivered to the Company's Board of Directors its opinion (in writing or to be
confirmed in writing) to the effect that, as of the date hereof and based upon
and subject to the factors and assumptions set forth therein, $16.00 per Share
in cash to be received by the holders of the Shares pursuant to the Merger is
fair to such holders from a financial point of view.

            Section 3.22 Insurance.

                        (a) Section 3.22(a) of the Company Disclosure Schedule
            sets forth a complete and accurate list of all primary, excess and
            umbrella policies, bonds and other forms of insurance owned or held
            by or on behalf of and/or providing insurance coverage to the
            Company and its Subsidiaries and their respective business,
            properties and assets (and each of the directors, officers,
            salespersons, agents or employees of the Company or any of its
            Subsidiaries for which the Company or such Subsidiary is a
            beneficiary or pays the premium) and the following information for
            each such policy: (i) type(s) of insurance coverage provided; (ii)
            name of insurer; (iii) effective date; (iv) policy number; (v) per
            occurrence and annual aggregate deductibles or self-insured
            retention; (vi) per occurrence and annual aggregate limits of
            liability and the extent, if any, to which the limits of liability
            have been exhausted; and (vii) annual premium.

                        (b) Section 3.22(b) of the Company Disclosure Schedule
            sets forth a complete and accurate summary of all of the
            self-insurance coverage provided by the Company and its
            Subsidiaries.

            Section 3.23 Personnel. Section 3.23 of the Company Disclosure
Schedule sets forth a true and complete list, as of the date hereof, of (a) the
names and current base salaries or other compensation of all directors and
elected and appointed officers of each of the Company and its Subsidiaries, and
(b) the number of shares of Company Common Stock owned beneficially or of
record, or both, by each such individual and the immediate family relationships,
if any, among such individuals.

            Section 3.24 Potential Conflicts of Interest. Except as set forth in
the Recent SEC Documents or in Section 3.24 of the Company Disclosure Schedule,
since July 25, 2003, there have been no transactions, agreements, arrangements
or understandings between the


                                       24


Company or any of its Subsidiaries, on the one hand, and their respective
Affiliates, including without limitation their directors and officers, on the
other hand, that would be required to be disclosed under Item 404 of Regulation
S-K under the Securities Act (except for amounts due as normal salaries and
bonuses and in reimbursements of ordinary expenses of the members of the
Company's board of directors). As of the date hereof, only the directors of the
Company identified in Section 3.24 of the Company Disclosure Schedule are not
"independent" directors under the rules of Nasdaq. No officer or director of the
Company or any Subsidiary has asserted any claim, charge, action or cause of
action against the Company or any Subsidiary, except for immaterial claims for
accrued vacation pay, accrued benefits under any employee benefit plan and
similar matters and agreements existing on the date hereof.

            Section 3.25 Certain Business Practices. Neither the Company nor any
of its Subsidiaries, and no director or executive officer, and, to the knowledge
of the Company, no agent or employee of the Company or any Subsidiary of the
Company, has (i) used any funds for unlawful contributions, gifts, entertainment
or other unlawful expenses relating to political activity, (ii) made any
unlawful payment to foreign or domestic government officials or employees
(including employees of any company controlled by a foreign government or an
instrumentality of a foreign government) or to foreign or domestic political
parties or campaigns or violated any provision of the Foreign Corrupt Practices
Act of 1977, as amended, or (iii) made any other unlawful payment.

                                   ARTICLE IV
                        REPRESENTATIONS AND WARRANTIES OF
                              PARENT AND MERGER SUB

            Parent and Merger Sub jointly and severally represent and warrant to
the Company as follows:

            Section 4.1 Corporate Organization. Each of Parent and Merger Sub is
a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware and the State of Nebraska, respectively, and has
the requisite corporate power and authority to own or lease all of its
properties and assets and to carry on its business as it is now being conducted.

            Section 4.2 Authority. Each of Parent and Merger Sub has all
necessary corporate power and authority to execute and deliver this Agreement
and to consummate the transactions contemplated hereby. The execution, delivery
and performance by Parent and Merger Sub of this Agreement, and the consummation
of the transactions contemplated hereby, have been duly authorized and approved
by their respective Boards of Directors and by Parent as the sole shareholder of
Merger Sub and no other corporate action on the part of Parent or Merger Sub is
necessary to authorize the execution and delivery by Parent and Merger Sub of
this Agreement and the consummation by them of the transactions contemplated
hereby. This Agreement has been duly executed and delivered by Parent and Merger
Sub, and, assuming due and valid authorization, execution and delivery hereof by
the Company, is a valid and binding obligation of each of Parent and Merger Sub,
enforceable against each of them in accordance with its terms, except that such
enforceability may be limited by (a) bankruptcy, insolvency,

                                       25



moratorium or other similar laws affecting or relating to the enforcement of
creditors' rights generally or (b) general principles of equity.

         Section 4.3 Consents and Approvals; No Violation.

                  (a) Except for (i) the filing with the SEC of the preliminary
         proxy statement and the Proxy Statement, (ii) the filing of the
         Articles of Merger with the Secretary of State pursuant to the NBCA,
         and (iii) filings, permits, authorizations, consents and approvals as
         may be required under, and other applicable requirements of, the
         Exchange Act, the HSR Act or any other applicable antitrust or
         competition law, no consents or approvals of, or filings, declarations
         or registrations with, any Governmental Entity are necessary for the
         consummation by Parent and Merger Sub of the transactions contemplated
         hereby, other than such other consents, approvals, filings,
         declarations or registrations that, if not obtained, made or given,
         would not reasonably be expected to have, individually or in the
         aggregate, a Material Adverse Effect on Parent (a "Parent Material
         Adverse Effect").

                  (b) Neither the execution and delivery of this Agreement by
         Parent or Merger Sub, nor the consummation by Parent or Merger Sub of
         the transactions contemplated hereby, nor compliance by Parent or
         Merger Sub with any of the terms or provisions hereof, will (i)
         conflict with or violate any provision of the certificate of
         incorporation or by-laws of Parent or any of the similar organizational
         documents of Merger Sub or (ii) assuming that the authorizations,
         consents and approvals referred to in Section 4.3(a) are obtained, (A)
         violate any statute, code, ordinance, rule, regulation, judgment,
         order, writ, decree or injunction applicable to Parent, Merger Sub, or
         any of their respective properties or assets, or (B) violate, conflict
         with, result in the loss of any material benefit under, constitute a
         default (or an event which, with notice or lapse of time, or both,
         would constitute a default) under, result in the termination of or a
         right of termination or cancellation under, accelerate the performance
         required by, or result in the creation of any Lien upon any of the
         properties or assets of Parent or Merger Sub under, any of the terms,
         conditions or provisions of any note, bond, mortgage, indenture, deed
         of trust, license, lease, agreement or other instrument or obligation
         to which Parent or Merger Sub is a party, or by which they or any of
         their respective properties or assets may be bound or affected, except,
         in the case of clause (ii) above, for such violations, conflicts,
         breaches, defaults, losses, terminations of rights thereof,
         accelerations or Lien creations which, individually or in the
         aggregate, would not reasonably be expected to have a Parent Material
         Adverse Effect.

            Section 4.4 Broker's Fees. Neither Parent nor Merger Sub nor any of
their respective officers or directors on behalf of Parent or Merger Sub has
employed any financial advisor, broker or finder in a manner that would result
in any liability of the Company for any broker's fees, commissions or finder's
fees in connection with any of the transactions contemplated hereby or that
would result in any reduction of the consideration payable to the shareholders
of the Company.

            Section 4.5 Merger Sub's Operation and Capitalization. Merger Sub
was formed solely for the purpose of engaging in the transactions contemplated
hereby and has not


                                       26




engaged in any business activities or conducted any operations other than in
connection with the transactions contemplated hereby. The authorized capital
stock of Merger Sub consists of 1000 shares of Merger Sub Common Stock, all of
which shares have been validly issued, are fully paid and nonassessable, and are
owned by Parent free and clear of any Liens.

            Section 4.6 Parent or Merger Sub Information. The information
relating to Parent and its Subsidiaries to be provided by Parent to be contained
in the Proxy Statement, or in any other document filed with any other
Governmental Entity in connection herewith, at the respective time filed with
the SEC or such other Governmental Entity and, in addition, in the case of the
Proxy Statement, at the date it or any amendment or supplement is mailed to
holders of the Shares and at the time of the Special Meeting, will not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in light of the circumstances in which
they are made, not misleading.

            Section 4.7 Litigation. There are no claims, suits, actions or
proceedings pending or, to Parent or Merger Sub's knowledge, threatened in
writing, nor are there, to the knowledge of Parent and Merger, any
investigations or reviews pending or threatened in writing against, relating to
or affecting Parent or Merger Sub or any of their respective Subsidiaries that
(i) seek to question, delay or prevent the consummation of the Merger or the
other transactions contemplated hereby or (ii) would reasonably be expected to
affect adversely the ability of Parent or Merger Sub to fulfill its obligations
hereunder.

            Section 4.8 Financing.

                  (a) Parent and Merger Sub have, as of the date of this
         Agreement, a combination of cash on hand and access to financing from
         third party lenders in an aggregate amount sufficient to pay the Merger
         Consideration for all outstanding shares of Company Common Stock
         converted into cash pursuant to the Merger, to perform Parent's and
         Merger Sub's obligations under this Agreement, and to pay all fees and
         expenses related to the transactions contemplated by this Agreement
         payable by them.

                  (b) Parent and Merger Sub will have at the Effective Time
         sufficient funds in immediately available U.S. dollars to pay the
         Merger Consideration in cash for all outstanding shares of Company
         Common Stock converted into cash pursuant to the Merger, to perform
         Parent's and Merger Sub's obligations under this Agreement, and to pay
         all fees and expenses related to the transactions contemplated by this
         Agreement payable by them.

            Section 4.9 Stock Ownership. As of the date hereof, neither Parent
nor Merger Sub nor any of their respective Subsidiaries beneficially own any
shares of Company Common Stock.

                                    ARTICLE V
                                    COVENANTS

            Section 5.1 Conduct of Businesses Prior to the Effective Time.
Except as expressly contemplated or permitted by this Agreement, or as required
by applicable law, rule or regulation (including the rules of any applicable
securities exchange), during the period from the


                                       27


date of this Agreement to the earlier of (x) the termination of this Agreement
and (y) the Effective Time, unless Parent otherwise agrees in writing, the
Company shall, and shall cause its Subsidiaries to, in all material respects,
conduct its business in the usual, regular, and ordinary course consistent with
past practice; use all reasonable efforts to maintain and preserve intact its
business organization and the good will of those having business relationships
with it and retain the services of its present officers and key employees; at
its expense, maintain all its assets in good repair and condition, except to the
extent of reasonable wear and use and damage by fire or other casualty; and
comply in all material respects with all applicable laws and regulations of
Governmental Entities. Without limiting the generality of the foregoing, and
except as expressly contemplated or permitted by this Agreement, or as required
by applicable law, rule or regulation (including the rules of any applicable
securities exchange), during the period from the date of this Agreement to the
earlier of (x) the termination of this Agreement and (y) the Effective Time, the
Company shall not, and shall not permit any of its Subsidiaries to, without the
prior written consent of Parent in each instance:

                  (a) adopt or propose any change to the Company Charter or the
         Company By-laws;

                  (b) merge or consolidate the Company or any of its
         Subsidiaries with any other Person, except for any such transactions
         among wholly owned Subsidiaries of the Company that are not obligors or
         guarantors of third party indebtedness;

                  (c) (i) except as permitted by the proviso in Section
         6.2(d)(ii), issue, sell, grant, dispose of, pledge or otherwise
         encumber, or authorize or propose the issuance, sale, disposition or
         pledge or other encumbrance of (A) any additional shares of its capital
         stock or any securities or rights convertible into, exchangeable for,
         or evidencing the right to subscribe for any shares of its capital
         stock, or any rights, warrants, options, calls, commitments or any
         other agreements of any character to purchase or acquire any shares of
         its capital stock or any securities or rights convertible into,
         exchangeable for, or evidencing the right to subscribe for, any shares
         of capital stock of the Company or any of its Subsidiaries (including,
         in each case, Deferred Stock Units and Company Stock Options), or (B)
         any other securities in respect of, in lieu of, or in substitution for,
         any shares of capital stock of the Company or any of its Subsidiaries
         outstanding on the date hereof, other than the issuance of Company
         Common Stock pursuant to the conversion of Deferred Stock Units or the
         exercise of Company Stock Options, in each case which are outstanding
         as of the date of this Agreement; (ii) redeem, purchase or otherwise
         acquire, or propose to redeem, purchase or otherwise acquire, any of
         its outstanding shares of capital stock of the Company or any of its
         Subsidiaries; or (iii) split, combine, subdivide or reclassify any
         shares of its capital stock or declare, set aside for payment or pay
         any dividend, or make any other actual, constructive or deemed
         distribution, in respect of any shares of its capital stock or
         otherwise make any payments to its shareholders in their capacity as
         such, other than dividends and distributions by a direct or indirect
         wholly owned Subsidiary of the Company to its parent;

                  (d) incur any indebtedness for borrowed money or guarantee
         such indebtedness of another Person, or issue or sell any debt
         securities or warrants or other rights to acquire any debt security of
         the Company or any of its Subsidiaries, except for


                                       28


         (A) indebtedness for borrowed money incurred in the ordinary course of
         business not to exceed $500,000 in the aggregate, and (B) indebtedness
         for borrowed money in replacement of existing indebtedness for borrowed
         money on customary commercial terms;

                  (e) other than in the ordinary course of business consistent
         with past practice, sell, transfer, mortgage, encumber or otherwise
         dispose of any of its properties or assets (i) individually, with a
         minimum value in excess of $50,000 to any Person other than a direct or
         indirect wholly owned Subsidiary or (ii) collectively, with an
         aggregate minimum value in excess of $200,000 to any Person or Persons
         other than direct or indirect wholly owned Subsidiaries;

                  (f) cancel, release or assign any indebtedness owing to it in
         excess of $500,000 in the aggregate by or to any Person or Persons
         other than a direct or indirect wholly owned Subsidiary;

                  (g) acquire assets outside of the ordinary course of business
         from any other Person or Persons other than a direct or indirect wholly
         owned Subsidiary with an aggregate value or purchase price in excess of
         $100,000;

                  (h) make any material acquisition or investment in a business
         either by purchase of stock or securities, merger or consolidation,
         contributions to capital, loans, advances, property transfers, or
         purchases of any property or assets of any other individual,
         corporation or other entity other than a wholly owned Subsidiary
         thereof;

                  (i) increase in any manner the compensation of any of its
         directors, officers or employees or enter into, establish, amend or
         terminate any Company Benefit Plans, for or in respect of, any
         shareholder, officer, director, other employee, agent, consultant, or
         Affiliate other than (i) as required pursuant to the terms of this
         Agreement, (ii) as required pursuant to the terms of an existing
         Company Benefit Plan, and (iii) annual increases in salaries and wages
         of directors, officers, or employees of the Company made in the
         ordinary course of business and in a manner consistent with past
         practice;

                  (j) waive or fail to enforce any provision of any
         confidentiality or standstill agreement to which it is a party;
         provided, however, that this clause (j) shall not prohibit the Company
         from consenting to a request from one or more of the parties thereto
         that it be permitted to make a Superior Proposal (as defined in Section
         5.2(e)) or a proposal that may reasonably be expected to lead to a
         Superior Proposal;

                  (k) make any changes with respect to accounting policies or
         procedures, except as required by changes in GAAP or by Law or except
         as the Company, based on the advice of its independent auditors and
         after consultation with Parent, determines in good faith is advisable
         to conform to best accounting practices;

                  (l) settle any litigation or other proceedings before or
         threatened to be brought before a Governmental Entity for an amount in
         excess of $100,000 or which would be reasonably likely to have a
         Company Material Adverse Effect;

                                       29


                  (m) except as required by law, make any material Tax election
         or take any position on any material Tax Return filed on or after the
         date of this Agreement or adopt any material method therefor that is
         inconsistent with elections made, positions taken or methods used in
         preparing or filing similar Tax Returns in prior periods;

                  (n) terminate, cancel, amend or modify any insurance coverage
         maintained by the Company or any Subsidiary with respect to any
         material assets which is not replaced by a comparable amount of
         insurance coverage;

                  (o) amend in any respect the Employment Agreement, dated as of
         April 7, 2004, by and between the Company and Robert W. Allington; or

                  (p) make any commitment to take any of the actions prohibited
         by this Section 5.1.

            Section 5.2 No Solicitation.

                  (a) The Company shall immediately cease any discussions or
         negotiations with any Persons that may be ongoing with respect to a
         Takeover Proposal and shall seek to have returned to the Company any
         confidential information that has been provided in any such discussions
         or negotiations. From the date hereof, the Company shall not, nor shall
         it permit any of its Subsidiaries to, nor shall it authorize or permit
         any of its officers, directors, or employees or any Affiliate,
         investment banker, financial advisor, attorney, accountant, or other
         representative retained by it or any of its Subsidiaries to, directly
         or indirectly, (i) solicit, initiate or knowingly encourage (including
         by way of furnishing information which has not been previously publicly
         disseminated), or take any other action intended to facilitate, any
         inquiries or the making of any proposal which constitutes, or may
         reasonably be expected to lead to, any Takeover Proposal or (ii)
         participate in any discussions or negotiations regarding any Takeover
         Proposal; provided, however, that following the receipt of a Superior
         Proposal or a proposal which is reasonably expected to lead to a
         Superior Proposal that was unsolicited and made after the date hereof
         in circumstances not otherwise involving a breach of this Agreement,
         the Company may, in response to such Takeover Proposal and subject to
         compliance with Section 5.2(c), (A) request information from the Person
         making such Takeover Proposal for the purpose of the Board of Directors
         of the Company informing itself about the Takeover Proposal that has
         been made and the Person that made it, (B) furnish information with
         respect to the Company to the Person making such Takeover Proposal
         pursuant to a confidentiality agreement, provided that (1) such
         confidentiality agreement contains substantially the same terms as (or
         terms no less favorable to the Company) than those contained in the
         Confidentiality Agreement dated as of February 27, 2004 between Parent
         and the Company (as it may be amended, the "Confidentiality Agreement")
         and (2) the Company advises Parent of all such nonpublic information
         delivered to such Person concurrently with its delivery to the
         requesting Person, and (C) participate in negotiations with such Person
         regarding such Takeover Proposal; provided, further, that the actions
         described in clauses (B) and (C) of the immediately preceding proviso
         may be taken only on or before the date the Company Shareholder
         Approval is obtained. It is agreed that any violation of the
         restrictions set


                                       30


         forth in the preceding sentence by any executive officer, director,
         investment banker, attorney, or other advisor or representative of the
         Company or any of its Subsidiaries shall be deemed to be a breach of
         this Section 5.2(a) by the Company.

                  (b) Except as expressly permitted in this Section 5.2(b),
         neither the Board of Directors of the Company nor any committee thereof
         shall (i) withdraw, qualify, or modify, or propose publicly to
         withdraw, qualify, or modify, in a manner adverse to Parent, the
         approval, determination of advisability, or recommendation by such
         Board of Directors or such committee of this Agreement, the Merger, and
         the other transactions contemplated hereby, (ii) approve, determine to
         be advisable, or recommend, or propose publicly to approve, determine
         to be advisable, or recommend, any Takeover Proposal or (iii) cause the
         Company to enter into any letter of intent, agreement in principle,
         acquisition agreement or other similar agreement related to any
         Takeover Proposal (other than a confidentiality agreement referred to
         in Section 5.2(a)). Notwithstanding the foregoing, in the event that
         the Board of Directors of the Company determines in good faith, in
         response to a Superior Proposal that was unsolicited and made after the
         date hereof in circumstances not otherwise involving a breach of this
         Agreement, after considering applicable provisions of state law and
         after consultation with outside counsel, that the failure to do so
         would be inconsistent with its fiduciary duties to the Company's
         shareholders under applicable law, the Board of Directors of the
         Company may, prior to the earlier to occur of (i) the Company
         Shareholder Approval and (ii) the six week anniversary of the date of
         this Agreement and subject to compliance with all of the requirements
         of this Section 5.2(b) and to compliance with Sections 5.2(a) and
         5.2(c), (x) withdraw or modify its approval, determination of
         advisability, or recommendation of this Agreement, the Merger, and the
         other transactions contemplated hereby or (y) determine to be advisable
         or recommend a Superior Proposal; provided, however, that any actions
         described in clause (x) or (y) may be taken only at a time that is
         after the second business day following Parent's receipt of written
         notice from the Company advising Parent that the Board of Directors of
         the Company has received a Superior Proposal, specifying the material
         terms and conditions of such Superior Proposal, and identifying the
         Person making such Superior Proposal.

                  (c) In addition to the obligations of the Company set forth in
         Sections 5.2(a) and 5.2(b), the Company shall promptly advise Parent in
         writing of (i) any request for confidential information in connection
         with a Takeover Proposal, (ii) any Takeover Proposal, (iii) the
         material terms and conditions of such request or such Takeover
         Proposal, (iv) the identity of the Person making such request or such
         Takeover Proposal, and (v) any requests made by the Company for
         information about the Takeover Proposal or the Person that made it, and
         the Company shall keep Parent promptly advised of all significant
         developments in respect of such Takeover Proposal.

                  (d) Nothing contained in this Section 5.2 shall prohibit the
         Company from taking and disclosing to its shareholders a position
         contemplated by Rule 14e-2(a) promulgated under the Exchange Act or
         from making any disclosure to the Company's shareholders; provided,
         however, neither the Company nor its Board of Directors nor any
         committee thereof shall, except as in accordance with Section 5.2(b),
         withdraw or modify, or propose publicly to withdraw or modify, its
         approval, determination or


                                       31


         recommendation or approve, determine to be advisable, or recommend, or
         propose publicly to approve, determine to be advisable, or recommend, a
         Takeover Proposal.

                  (e) For purposes of this Agreement:

                        (i) "Takeover Proposal" means any inquiry, proposal or
            offer from any Person (other than Parent and its Subsidiaries,
            Affiliates, and representatives) relating to any direct or indirect
            acquisition or purchase of 15% or more of the assets of the Company
            or any of its Subsidiaries or 15% or more of any class of equity
            securities of the Company or any of its Subsidiaries, any tender
            offer or exchange offer that if consummated would result in any
            Person beneficially owning 15% or more of any class of equity
            securities of the Company or any of its Subsidiaries, or any merger,
            consolidation, share exchange, business combination,
            recapitalization, liquidation, dissolution or similar transaction
            involving the Company or any of its Subsidiaries, in each case other
            than the transactions contemplated by this Agreement.

                        (ii) "Superior Proposal" means a bona fide written offer
            from any Person (other than Parent and its Subsidiaries, Affiliates
            and representatives) for a direct or indirect acquisition or
            purchase of 50% or more of the assets of the Company or any of its
            Subsidiaries taken as a whole, or 50% or more of any class of equity
            securities of the Company or any of its Subsidiaries, any tender
            offer or exchange offer that if consummated would result in any
            Person beneficially owning 50% or more of any class of equity
            securities of the Company or any of its Subsidiaries, or any merger,
            consolidation, share exchange, business combination,
            recapitalization, liquidation, dissolution or similar transaction
            involving the Company or any of its Subsidiaries, in each case other
            than the transactions contemplated by this Agreement, which provides
            for consideration on a per share basis to the shareholders of the
            Company with a value (it being understood that securities retained
            by the Company's shareholders be included for purposes of that
            determination) that the Board of Directors of the Company determines
            in good faith (after consultation with independent financial
            advisors and outside counsel and taking into account all relevant
            factors, including whether financing for such offer is committed and
            the likelihood of such offer resulting in a consummated transaction)
            to be more favorable from a financial point of view to the Company's
            shareholders than the Merger Consideration. Any Superior Proposal is
            a Takeover Proposal.

            Section 5.3 Publicity. The initial press release with respect to the
execution of this Agreement shall be a joint press release reasonably acceptable
to Parent and the Company. Thereafter, so long as this Agreement is in effect,
none of the Company, Parent, Merger Sub, nor any of their respective Affiliates,
shall issue or cause the publication of any press release or other announcement
with respect to the Merger, this Agreement or the other transactions
contemplated hereby without the prior consultation of the other parties hereto,
except any publication of any press release or other announcement made in
connection with any Superior Proposal or as may be required by law or by any
listing agreement with a national securities exchange as determined in the good
faith judgment of the party hereto wanting to make such release.

                                       32


            Section 5.4 Notification of Certain Matters. Each of the Company and
Parent shall give prompt notice to the other if any of the following occur after
the date of this Agreement: (i) receipt of any notice or other communication in
writing from any Person, not a party hereto, alleging that the consent or
approval of such Person is or may be required in connection with the
transactions contemplated by this Agreement; (ii) receipt of any notice or other
communication from any Governmental Entity or Nasdaq (or any other securities
market), as applicable, in connection with the transactions contemplated by this
Agreement; or (iii) the occurrence of an event which would be reasonably likely
to (A) have a Company Material Adverse Effect or prevent or delay the
consummation of the Merger or (B) cause any condition to the Merger to be
unsatisfied at any time prior to the Outside Date (as defined in Section
7.1(b)); provided, however, that the delivery of any notice pursuant to this
Section 5.4 shall not limit or otherwise affect the remedies of the parties
hereto available hereunder.

            Section 5.5 Access to Information.

                  (a) Upon reasonable notice and subject to applicable laws
         relating to the exchange of information, the Company shall, and shall
         cause each of its Subsidiaries to, afford to the officers, employees,
         accountants, counsel and other representatives of the Parent, during
         normal business hours during the period prior to the Effective Time,
         reasonable access to all its properties, books, contracts, commitments
         and records, and to its officers, employees, accountants, counsel and
         other representatives and, during such period, the Company shall, and
         shall cause its Subsidiaries to, make available to Parent (i) a copy of
         each report, schedule, registration statement and other document filed
         or received by it during such period pursuant to the requirements of
         federal securities laws and (ii) all other information concerning its
         business, properties and personnel as Parent may reasonably request.
         Parent shall, and shall cause its Subsidiaries and Representatives to,
         hold in strict confidence all Evaluation Material (as defined in the
         Confidentiality Agreement) concerning the Company and its Subsidiaries
         furnished to it in connection with the transactions contemplated by
         this Agreement, pursuant to this Section 5.5(a) or otherwise, in
         accordance with the Confidentiality Agreement.

                  (b) No investigation by any of the parties hereto or their
         respective representatives shall affect the representations,
         warranties, covenants or agreements of the others set forth herein.

            Section 5.6 Further Assurances.

                  (a) Subject to the terms and conditions of this Agreement,
         each of Parent and the Company shall, and shall cause its Subsidiaries
         to, use all reasonable efforts (i) to take, or cause to be taken, all
         actions necessary, proper or advisable to comply promptly with all
         legal requirements which may be imposed on such party or its
         Subsidiaries with respect to the Merger and, subject to the conditions
         set forth in Article VI hereof, to consummate the transactions
         contemplated by this Agreement, including, without limitation, the
         Merger, as promptly as practicable and (ii) to obtain (and to cooperate
         with the other parties hereto to obtain) any consent, authorization,
         order or approval of, or any exemption by, any Governmental Entity and
         any other third party which is required to be obtained by the Company
         or Parent or any of their respective


                                       33


         Subsidiaries in connection with the Merger and the other transactions
         contemplated by this Agreement, and to comply with the terms and
         conditions of any such consent, authorization, order, or approval. In
         furtherance and not in limitation of the foregoing, each party hereto
         agrees to make an appropriate filing of a Notification and Report From
         pursuant to the HSR Act with respect to the transactions contemplated
         hereby as promptly as practicable after the date hereof and to supply
         as promptly as practicable any additional information and documentary
         material that may be requested pursuant to the HSR Act and to take all
         other reasonable actions necessary to cause the expiration or
         termination of the applicable waiting periods under the HSR Act as soon
         as possible. Notwithstanding the foregoing or any other provision of
         this Agreement to the contrary, in no event will any party hereto be
         obligated, in connection with the transactions contemplated hereby, to
         agree to, or proffer to, divest or hold separate, or enter into any
         licensing or similar arrangement with respect to, any assets or any
         portion of any business of Parent, any of its Subsidiaries, the
         Company, or any of its Subsidiaries.

                  (b) Subject to the terms and conditions of this Agreement,
         each of Parent and the Company shall use all reasonable efforts to
         take, or cause to be taken, all actions, and to do, or cause to be
         done, all things necessary, proper or advisable to consummate and make
         effective, as soon as practicable after the date of this Agreement, the
         transactions contemplated hereby, including, without limitation, using
         all reasonable efforts to cause the conditions set forth in Section
         6.2(b) through (g) to be satisfied, using all reasonable efforts to
         lift or rescind any injunction or restraining order or other order
         adversely affecting the ability of the parties hereto to consummate the
         transactions contemplated hereby, and using all reasonable efforts to
         defend any litigation seeking to enjoin, prevent or delay the
         consummation of the transactions contemplated hereby or seeking
         material damages.

            Section 5.7 Indemnification; Directors' and Officers' Insurance.

                  (a) From and after the Effective Time until the sixth
         anniversary of the Effective Time, Parent shall indemnify, advance
         expenses to, and hold harmless the present and former officers and
         directors of the Company and its Subsidiaries, in each case to the
         fullest extent permitted by law, in respect of acts or omissions
         occurring prior to or after the Effective Time. From and after the
         Effective Time, Parent shall cause the articles of incorporation and
         by-laws of the Surviving Corporation to contain provisions
         substantially similar in terms to the rights granted in the provisions
         with respect to indemnification and insurance set forth in the Company
         Charter and the Company By-laws in effect on the date hereof, which
         provisions shall not be amended in any manner prior to the sixth
         anniversary of the Effective Time that would adversely affect the
         rights thereunder of the Company's employees, agents, directors or
         officers for acts or omissions occurring on or prior to the Effective
         Time, except if such amendment is required by applicable law. Any
         determination required to be made with respect to whether an officer's
         or director's conduct complies with the standards set forth in the
         Company Charter or the Company By-laws shall be made by independent
         counsel selected by Parent and reasonably acceptable to such officer or
         director. Parent shall pay such counsel's fees and expenses so long as
         such officer or director does not challenge any such determination by
         such independent counsel. With respect to acts or omissions


                                       34


         occurring on or prior to the Effective Time, Parent and the Surviving
         Corporation shall, until the sixth anniversary of the Effective Time
         and for so long thereafter as any claim for insurance coverage asserted
         on or prior to such date has not been fully adjudicated, cause to be
         maintained in effect, at no cost to the beneficiaries thereof, to the
         extent available, the policies of directors' and officers' liability
         insurance maintained by the Company and its Subsidiaries as of the date
         hereof to the extent that such insurance coverage can be maintained at
         an annual cost to the Surviving Corporation of not greater than 200% of
         the annual premium for the Company's current insurance policies and, if
         such insurance coverage cannot be so purchased or maintained at such
         cost, providing as much of such insurance as can be so purchased or
         maintained at such cost.

                  (b) In the event the Surviving Corporation or any of its
         successors or assigns (i) consolidates with or merges into any other
         Person and shall not be the continuing or surviving corporation or
         entity of such consolidation or merger or (ii) transfers all or
         substantially all of its properties and assets to any Person, then, and
         in each such case, proper provisions shall be made so that the
         successors and assigns of the Surviving Corporation shall assume its
         obligations set forth in this Section 5.7.

            Section 5.8 Employee Benefit Plans. For purposes of all employee
benefit plans (as defined in Section 3(3) of ERISA) and other employment
agreements, arrangements and policies of Parent under which an employee's
benefits depends, in whole or in part, on length of service, credit will be
given to current employees of the Company for service with the Company prior to
the Effective Time, provided that such crediting of service does not result in
duplication of benefits. Parent shall, and shall cause the Surviving Corporation
to, honor in accordance with their terms all employee benefit plans (as defined
in Section 3(3) of ERISA) and the other Company Benefit Plans; provided,
however, that Parent or the Company may amend, modify or terminate any
individual Company Benefit Plan in accordance with its terms and applicable law
(including obtaining the consent of the other parties to and beneficiaries of
such Company Benefit Plan to the extent required thereunder). Parent shall not,
and shall cause the Surviving Corporation to not, modify or terminate, prior to
July 31, 2004, the Employer matching contribution provisions contained in the
Isco, Inc. Retirement Plu$ Plan (the "Retirement Plu$ Plan"). Parent shall, or
shall cause the Surviving Corporation to, make, prior to the earlier to occur of
(x) December 31, 2004 and (y) any material modification or termination of the
Retirement Plu$ Plan after the Effective Time, a profit sharing contribution
under the Retirement Plu$ Plan for the fiscal year ending July 31, 2004 in an
amount determined in accordance with, and computed pursuant to, the Company's
Board of Directors policy in effect as of July 31, 2003. In calculating the
annual discretionary profit sharing contribution under the Retirement Plu$ Plan
for the fiscal year ending July 31, 2004, Parent shall, and shall cause the
Surviving Corporation to, (x) disregard the Company's, Parent's, and the
Surviving Corporation's costs and expenses payable to those third parties listed
on Section 5.8 of the Company Disclosure Schedule incurred in and accrued for
such fiscal year as a direct result of the negotiation and execution of this
Agreement and the carrying out of the transactions contemplated hereby, and (y)
perform such calculations in a manner consistent with GAAP and with the
accounting practices and procedures utilized in making the profit sharing
contribution calculations for the Company's fiscal year ended July 25, 2003.

                                       35


            Section 5.9 Bonus Payments. If the Effective Time shall occur on or
prior to July 31, 2004, Parent shall, or shall cause the Surviving Corporation
to, pay discretionary bonuses to officers and employees of the Company with
respect to the fiscal year ending July 31, 2004, consistent with the Company's
past practice with respect to such bonuses, including but not limited to
payments under the Annual Cash Incentive Plan portion of the Company's
FY2001-2005 Executive Incentive Compensation Plan. In calculating such bonuses,
Parent shall, and shall cause the Surviving Corporation to, (x) disregard the
Company's, Parent's, and the Surviving Corporation's costs and expenses payable
to those third parties listed on Section 5.8 of the Company Disclosure Schedule
incurred in and accrued for such fiscal year as a direct result of the
negotiation and execution of this Agreement and the carrying out of the
transactions contemplated hereby and (y) perform such calculations in a manner
consistent with GAAP and with the accounting practices and procedures utilized
in making the bonus calculations for the Company's fiscal year ended July 25,
2003.

            Section 5.10 Special Meeting.

                  (a) Subject to Section 1.5, the Company will take all action
      necessary in accordance with applicable law and the Company Charter and
      the Company By-laws to convene as promptly as reasonably practicable after
      the date hereof the Special Meeting and shall submit the Merger for
      approval by the shareholders of the Company at such meeting or any
      adjournment thereof.

                  (b) Subject to Section 5.2, the Company, through the Board of
      Directors of the Company, shall recommend that the shareholders of the
      Company vote in favor of the approval of the Merger and the approval of
      this Agreement at the Special Meeting or any adjournment thereof.

            Section 5.11 Employee Solicitation. If this Agreement is terminated
pursuant to Section 7.1, neither Parent nor Merger Sub, during the 24 month
period following the date of this Agreement, shall, directly or indirectly,
solicit for employment any officer, director or senior-level employee of the
Company or any of its Subsidiaries; provided, however, that Parent shall not be
precluded from hiring any such officer, director, or employee (i) pursuant to a
response by such employee to a general solicitation not targeted at the
Company's or any of its Subsidiaries' employees or (ii) who has terminated his
or her employment with the Company or any of its Subsidiaries or who has been
terminated by the Company or any of its Subsidiaries prior to the commencement
of employment discussions involving Parent or Merger Sub and such employee.

            Section 5.12 Additional Agreements. In case at any time after the
Effective Time any further action is necessary or desirable to carry out the
purposes of this Agreement or to vest the Surviving Corporation with full title
to all properties, assets, rights, approvals, immunities and franchises of any
of the parties to the Merger, the proper officers and directors of each party to
this Agreement and their respective Subsidiaries shall take all such necessary
action as may be reasonably requested by, and at the sole expense of, Parent.

                                   ARTICLE VI
                            CONDITIONS TO THE MERGER

                                       36

            Section 6.1 Conditions to Each Party's Obligation To Effect the
Merger. The respective obligations of each party hereto to effect the Merger
shall be subject to the satisfaction on or prior to the Closing Date of each of
the following conditions:

                  (a) Shareholder Approval. This Agreement shall have been duly
      adopted and the Merger and the other transactions contemplated hereby
      shall have been approved by the requisite vote of the holders of Company
      Common Stock.

                  (b) Statutes and Injunctions; Governmental Consents. No
      statute, rule, regulation, judgment, order or injunction shall have been
      promulgated, entered, enforced, enacted, or issued or be applicable to the
      Merger by any Governmental Entity which (i) prohibits, or imposes any
      material limitations on, Parent's ownership or operation of its or its
      Subsidiaries' businesses or assets, or Parent's or the Surviving
      Corporation's ownership or operation of the Company's and its
      Subsidiaries' businesses and assets, (ii) prohibits, restrains, or makes
      illegal the consummation of the Merger, or (iii) imposes material
      limitations on the ability of Parent effectively to exercise full rights
      of ownership of the shares of the Surviving Corporation, and no action or
      proceeding by any Governmental Entity shall be pending which seeks any of
      the results described in clauses (i), (ii), or (iii); provided that the
      parties hereto shall use all reasonable efforts to cause any such statute,
      rule, regulation, judgment, order or injunction to be vacated or lifted or
      any such action or proceeding to be dismissed; and all foreign or domestic
      governmental consents, orders and approvals required for the consummation
      of the Merger and the transactions contemplated hereby shall have been
      obtained and shall be in effect at the Effective Time.

                  (c) Competition Acts. Any applicable waiting period under the
      HSR Act and any other applicable antitrust or competition law has not
      expired or terminated.

            Section 6.2 Condition to Obligations of Parent and Merger Sub to
Effect the Merger. The obligations of Parent and Merger Sub to effect the Merger
are subject to the satisfaction on or prior to the Closing Date of each of the
following additional conditions (which may be waived in whole or in part by
Parent):

                  (a) Representations and Warranties. The representations and
      warranties of the Company set forth in this Agreement that are qualified
      by materiality shall be true and correct, and the representations and
      warranties of the Company set forth in this Agreement that are not so
      qualified shall be true and correct in all material respects, in either
      case, as of the Closing Date as though made on or as of such date.

                  (b) Covenants. The Company shall have performed or complied
      with all material obligations, agreements and covenants required by this
      Agreement to be performed or complied with by it (including without
      limitation the Company not having entered into any definitive agreement or
      any agreement in principle with any Person with respect to a Takeover
      Proposal or similar business combination with the Company in violation of
      Section 5.2).

                                       37

                  (c) Dissenting Shares. The number of Dissenting Shares as to
      which the holders give timely and proper notice of intention to exercise
      dissenters' rights do not exceed 10% percent of the shares of Company
      Common Stock which are outstanding on the date of this Agreement.

                  (d) Directors' Deferred Stock Plan.

                        (i) The Company and the Board of Directors of the
            Company shall have caused all previously earned and accrued grants
            of Deferred Stock Units under the Directors' Deferred Stock Plan to
            have been granted;

                        (ii) the Company and the Board of Directors of the
            Company shall have caused the Directors' Deferred Stock Plan to have
            been amended in a manner that is binding and enforceable upon all
            participants therein and that terminates the obligation of the
            Company to make prospective grants of Deferred Stock Units
            thereunder, effective as of the date of this Agreement; provided,
            however, that the Company may, subsequent to the date of this
            Agreement, make grants of Deferred Stock Units in respect of
            attendance at no more than two meetings of the Board of Directors of
            the Company, in each case to the individuals, in the manner, at the
            times, and in the amounts that would have been required under the
            terms of the Directors' Deferred Stock Plan as in effect as of the
            date of the Agreement, and

                        (iii) each holder of Deferred Stock Units as of the
            Effective Time shall have executed and delivered a waiver, release
            and termination agreement in form and substance reasonably
            acceptable to Parent that provides that the Company and the
            Surviving Corporation shall satisfy in full, and thereby terminate
            and be released from, all obligations of the Company and the
            Surviving Corporation to such holder under the Directors' Deferred
            Stock Plan by making a payment to such participant of an amount in
            cash equal to the product of the Merger Consideration and the number
            of Deferred Stock Units held by such participant at the Effective
            Time.

                  (e) 1996 Employee Plan. Each holder of unexpired and
      unexercised 1996 Employee Plan Options as of the Effective Time shall have
      executed and delivered a waiver, release and termination agreement in form
      and substance reasonably acceptable to Parent that provides that the
      Company and the Surviving Corporation shall satisfy in full, and thereby
      terminate and be released from, all obligations of the Company and the
      Surviving Corporation to such holder under the 1996 Employee Plan by
      making a payment to such holder, for each such option to purchase a share
      of Company Common Stock, of an amount in cash equal to the excess, if any,
      of the Merger Consideration over the exercise price of such option
      (subject to Section 2.2(d) and (e)); provided, however, that if five or
      fewer holders of unexpired and unexercised 1996 Employee Plan Options have
      not executed and delivered such a waiver, release and termination
      agreement this condition will be deemed to have been satisfied if such
      holders are collectively entitled to purchase no more than an aggregate of
      16,900 shares of Company Common Stock upon the exercise of all such
      holders' 1996 Employee Plan Options.

                                       38

                  (f) 1996 Director Plan. Each holder of unexpired and
      unexercised 1996 Director Plan Options as of the Effective Time shall have
      executed and delivered a waiver, release and termination agreement in form
      and substance reasonably acceptable to Parent that provides that the
      Company and the Surviving Corporation shall satisfy in full, and thereby
      terminate and be released from, all obligations of the Company and the
      Surviving Corporation to such holder under the 1996 Director Plan by
      making a payment to such holder, for each such option to purchase a share
      of Company Common Stock, of an amount in cash equal to the excess, if any,
      of the Merger Consideration over the exercise price of such option
      (subject to Section 2.2(d) and (e)); provided, however, that if five or
      fewer holders of unexpired and unexercised 1996 Director Plan Options have
      not executed and delivered such a waiver, release and termination
      agreement this condition will be deemed to have been satisfied if such
      holders are collectively entitled to purchase no more than an aggregate of
      1390 shares of Company Common Stock upon the exercise of all such holders'
      1996 Director Plan Options.

                  (g) 1985 Employee Plan. Each holder of unexpired and
      unexercised 1985 Employee Plan Options as of the Effective Time shall have
      executed and delivered a waiver, release and termination agreement in form
      and substance reasonably acceptable to Parent that provides that the
      Company and the Surviving Corporation shall satisfy in full, and thereby
      terminate and be released from, all obligations of the Company and the
      Surviving Corporation to such holder under the 1985 Employee Plan by
      making a payment to such holder, for each such option to purchase a share
      of Company Common Stock, of an amount in cash equal to the excess, if any,
      of the Merger Consideration over the exercise price of such option
      (subject to Section 2.2(d) and (e)); provided, however, that if five or
      fewer holders of unexpired and unexercised 1985 Employee Plan Options have
      not executed and delivered such a waiver, release and termination
      agreement this condition will be deemed to have been satisfied if such
      holders are collectively entitled to purchase no more than an aggregate of
      2200 shares of Company Common Stock upon the exercise of all such holders'
      1985 Employee Plan Options.

            Section 6.3 Condition to Obligations of the Company to Effect the
Merger. The obligation of the Company to effect the Merger is subject to the
satisfaction on or prior to the Closing Date of each of the following additional
conditions (which may be waived in whole or in part by the Company):

                  (a) Representations and Warranties. The representations and
      warranties of Parent and Merger Sub set forth in this Agreement that are
      qualified by materiality shall be true and correct, and the
      representations and warranties of Parent and Merger Sub set forth in this
      Agreement that are not so qualified shall be true and correct in all
      material respects, in either case, as of the Closing Date as though made
      on or as of such date.

                  (b) Covenants. Each of Parent and Merger Sub shall have
      performed or complied with all material obligations, agreements, and
      covenants required by this Agreement to be performed or complied with by
      it.

                                       39

                                  ARTICLE VII
                                   TERMINATION

            Section 7.1 Termination. Anything herein or elsewhere to the
contrary notwithstanding, this Agreement may be terminated and the Merger
contemplated herein may be abandoned at any time prior to the Effective Time,
whether before or after shareholder approval thereof:

                  (a) by the mutual consent of Parent and the Company.

                  (b) by either of the Company or Parent:

                        (i) if any Governmental Entity shall have issued an
            order, decree or ruling or taken any other action in each case
            permanently restraining, enjoining or otherwise prohibiting the
            transactions contemplated by this Agreement (including each of the
            Merger and the Stockholder Agreement) and such order, decree, ruling
            or other action shall have become final and non-appealable; provided
            that the party seeking to terminate this Agreement shall have used
            all reasonable efforts to challenge such order, decree, ruling or
            other action; or

                        (ii) if the Effective Time shall not have occurred on or
            before November 31, 2004 (the "Outside Date"); provided, however,
            that a party hereto may not terminate this Agreement pursuant to
            this Section 7.1(b)(ii) if its failure to perform any of its
            obligations under this Agreement results in the failure of the
            Effective Time to occur by such time; provided, further, that the
            Outside Date shall be extended day-by-day for each day during which
            any party hereto shall be subject to a nonfinal order, decree,
            ruling or action restraining, enjoining, or otherwise prohibiting
            the consummation of the Merger; and provided, further, however, that
            the Outside Date shall not be extended past February 28, 2005, as a
            result of the operation of the immediately preceding proviso;

                  (c) by the Company:

                        (i) if the required approval of the shareholders of the
            Company shall not have been obtained by reason of the failure to
            obtain the required vote upon a vote held at a duly held meeting of
            shareholders or at any adjournment thereof;

                        (ii) if the Company timely exercises its rights
            described in clauses (x) or (y) of the second sentence of Section
            5.2(b); provided that prior thereto or simultaneously therewith the
            Company has paid the Termination Fee to Parent in accordance with
            Section 7.3; or

                        (iii) if the representations and warranties of Parent or
            Merger Sub set forth in this Agreement that are qualified by
            materiality shall not be true and correct in any respect, or if the
            representations and warranties of Parent and Merger Sub set forth in
            this Agreement that are not so qualified shall not be true

                                       40

            and correct in all material respects, in each case as of the date of
            this Agreement and as of the Closing Date as if made on such date,
            or either Parent or Merger Sub shall have breached or failed in any
            material respect to perform or comply with any material obligation,
            agreement, or covenant required by this Agreement to be performed or
            complied with by it, which inaccuracy or breach cannot be cured or
            has not been cured within thirty business days after the Company
            gives written notice of such inaccuracy or breach to Parent, except,
            in the case of the failure of any representation or warranty, for
            changes specifically permitted by this Agreement, for those
            representations and warranties that address matters only as of a
            particular date and are true and correct as of such date, and for
            such failures as do not individually or in the aggregate have a
            Parent Material Adverse Effect; or

                  (d) by Parent:

                        (i) if the required approval of the shareholders of the
            Company shall not have been obtained by reason of the failure to
            obtain the required vote upon a vote held at a duly held meeting of
            shareholders or at any adjournment thereof;

                        (ii) if the Board of Directors of the Company or any
            committee thereof (a) shall have withdrawn, qualified, or modified,
            or proposed publicly to withdraw, qualify, or modify, in a manner
            adverse to Parent, its adoption, approval or recommendation of this
            Agreement, the Merger, or any other transactions contemplated
            hereby, or (b) shall have approved or recommended, or proposed
            publicly to approve or recommend, or publicly taken a neutral
            position with respect to, any Takeover Proposal, (c) shall have
            resolved to take any of the foregoing actions, or (d) shall have
            failed to affirm its approval or recommendation of this Agreement
            and the Merger within five days of a request to do so by Parent; or

                        (iii) if the representations and warranties of the
            Company set forth in this Agreement that are qualified by
            materiality shall not be true and correct in any respect, or if the
            representations and warranties of the Company set forth in this
            Agreement that are not so qualified shall not be true and correct in
            all material respects, in each case as of the date of this Agreement
            and as of the Closing Date as if made on such date, or the Company
            shall have breached or failed in any material respect to perform or
            comply with any material obligation, agreement or covenant required
            by this Agreement to be performed or complied with by it, which
            inaccuracy or breach cannot be cured or has not been cured within
            thirty business days after Parent gives written notice of such
            inaccuracy or breach to the Company, except, in the case of the
            failure of any representation or warranty, for changes specifically
            permitted by this Agreement, for those representations and
            warranties that address matters only as of a particular date and are
            true and correct as of such date, and for such failures as do not
            individually or in the aggregate have a Company Material Adverse
            Effect.

                                       41

            Section 7.2 Effect of Termination. In the event of the termination
of this Agreement as provided in Section 7.1, written notice thereof shall
forthwith be given to the other party or parties hereto specifying the provision
hereof pursuant to which such termination is made, and this Agreement (other
than Sections 7.2, 7.3, 8.4, 8.6, 8.7, 8.8, 8.9, 8.10, and 8.11 hereof) shall
forthwith become null and void, and there shall be no liability on the part of
Parent, or Merger Sub, or the Company, except as provided in Section 7.3;
provided, however, that nothing in this Section 7.2 shall relieve any party
hereto of any liability resulting from a breach prior to any such termination of
any of the representations, warranties, covenants, or agreements set forth in
this Agreement.

            Section 7.3 Termination Fee; Expenses.

                  (a) Except as provided in this Section 7.3 and except for the
      filing fee under the HSR Act (which filing fee in all events shall be
      borne by Parent), all fees and expenses incurred by the parties hereto
      shall be borne solely by the party hereto that has incurred such fees and
      expenses. For the sake of clarity, the cost of preparing printing, and
      mailing the Proxy Statement and the preliminary proxy statement shall be
      borne by the Company.

                  (b) In the event that:

                        (i) a Takeover Proposal shall have been made known to
            the Company or shall have been made directly to its shareholders
            generally or any Person shall have publicly announced an intention
            (whether or not conditional) to make a Takeover Proposal and
            thereafter this Agreement is terminated pursuant to Section
            7.1(c)(i) or 7.1(d)(i) hereof and such Takeover Proposal or another
            Takeover Proposal with such Person or any of such Person's
            Affiliates is consummated within one year of such termination,

                        (ii) this Agreement is terminated by Parent pursuant to
            Section 7.1(d)(ii), or is terminated by the Company pursuant to
            Section 7.1(c)(ii), or

                        (iii) this Agreement is terminated by either the Company
            or Parent pursuant to Section 7.1(b)(ii) and any of (x) a direct or
            indirect acquisition or purchase of 15% or more of the assets of the
            Company or any of its Subsidiaries or 15% or more of any class of
            equity securities of the Company or any of its Subsidiaries, (y) a
            tender offer or exchange offer resulting in any Person beneficially
            owning 15% or more of any class of equity securities of the Company
            or any of its Subsidiaries, or (z) a merger, consolidation, share
            exchange, business combination, recapitalization, liquidation,
            dissolution or similar transaction involving the Company or any of
            its Subsidiaries is consummated within one year of such termination,

      then the Company shall pay to Parent within one business day of such
      termination, or in the case of subclause (i) or (iii) upon such
      consummation, a termination fee equal to $3,000,000 million (the
      "Termination Fee"), payable by wire transfer of same day funds. The
      Company acknowledges that the agreements contained in this Section 7.3 are
      an

                                       42

      integral part of the transactions contemplated by this Agreement and that,
      without these agreements, Parent and Merger Sub would not enter into this
      Agreement. In the event the Termination Fee becomes payable pursuant to
      this Section 7.3, the Company shall also promptly pay upon Parent's
      request, all reasonably documented out-of-pocket fees and expenses
      incurred by Parent and Merger Sub in connection with this Agreement and
      the transactions contemplated hereby (not exceeding $500,000 in the
      aggregate), which payments shall be in addition to the Termination Fee.
      The fee arrangement contemplated hereby shall be paid pursuant to this
      Section 7.3 regardless of any alleged breach by Parent of its obligations
      hereunder; provided, that no payment made by the Company pursuant to this
      Section 7.3 shall operate or be construed as a waiver by the Company of
      any breach of this Agreement by Parent or Merger Sub or of any rights of
      the Company in respect thereof or as a waiver by Parent or Merger Sub of
      any breach of this Agreement by the Company or of any rights of Parent or
      Merger Sub in respect thereof; and provided, further, that the Termination
      Fee, if paid, shall be credited against any damages recovered by Parent or
      Merger Sub from the Company arising from such breach.

                                  ARTICLE VIII
                                  MISCELLANEOUS

            Section 8.1 Amendment and Modification. Subject to applicable law,
this Agreement may be amended, modified or supplemented in any and all respects,
whether before or after any vote of the shareholders of the Company contemplated
hereby, by written agreement of the parties hereto at any time prior to the
Closing Date with respect to any of the terms contained herein; provided,
however, that no amendment, modification, or supplement of this Agreement shall
be made following the approval of this Agreement by the shareholders unless, to
the extent required by this Agreement or by applicable law, approved by the
shareholders of the Company. This Agreement may not be amended except by an
instrument in writing signed on behalf of each of the parties hereto.

            Section 8.2 Extension; Waiver. At any time prior to the Effective
Time, the parties hereto may (a) extend the time for the performance of any of
the obligations or other acts of the other parties hereto, (b) waive any
inaccuracies in the representations and warranties made by the other parties
hereto and contained in this Agreement or in any document delivered pursuant to
this Agreement, or (c) subject to the proviso of the first sentence of Section
8.1, waive compliance by the other parties hereto with any of the agreements,
covenants, or conditions contained in this Agreement. Any agreement on the part
of a party hereto to any such extension or waiver shall be valid only if set
forth in an instrument in writing signed on behalf of such party. The failure of
any party to this Agreement to assert any of its rights under this Agreement or
otherwise shall not constitute a waiver of such rights.

            Section 8.3 Nonsurvival of Representations and Warranties. None of
the representations, warranties, covenants, or agreements in this Agreement or
in any schedule, instrument, other than (i) the obligations of Parent and the
Surviving Corporation under Section 5.7, Section 5.8, and Section 5.9, (ii)
Sections 8.3, 8.4, 8.6, 8.7, 8.8, 8.9, 8.10, and 8.11, or (iii) the obligations
of all parties hereto under Section 5.12 or under any other document delivered
pursuant to this Agreement, shall survive the Effective Time.

                                       43

            Section 8.4 Notices. All notices and other communications hereunder
shall be in writing and shall be deemed given if delivered personally,
telecopied (which is confirmed) or sent by an overnight courier service, such as
Federal Express, to the parties hereto at the following addresses (or at such
other address for a party as shall be specified by like notice):

               if to Parent or Merger Sub, to:

                        Teledyne Technologies Incorporated
                        12333 West Olympic Boulevard
                        Los Angeles, CA 90064
                        Attention:  John T. Kuelbs
                        Telecopier No.:  (310) 893-1610

                        with a copy to:

                        Munger, Tolles & Olson LLP
                        Attention:  Robert E. Denham and Brian T. Daly
                        355 South Grand Avenue, Suite 3500
                        Los Angeles, California  90071-1560
                        Telecopier No.:  (213) 687-3702

               if to the Company, to:

                        Isco, Inc.
                        4700 Superior Street
                        Lincoln, Nebraska  68504
                        Attention:  Douglas M. Grant
                        Telecopier No.:  (402) 465-3905

                        with a copy to:

                        Cline, Williams, Wright, Johnson & Oldfather, L.L.P.
                        Attention:  Stephen E. Gehring
                        1125 S. 103rd. St., Ste 320
                        Omaha, NE 68124
                        Telecopier No.: (402) 397-1806

            Section 8.5 Counterparts. This Agreement may be executed in two or
more counterparts, all of which shall be considered one and the same agreement
and shall become effective when two or more counterparts have been signed by
each of the parties hereto and delivered to the other parties hereto, it being
understood that all parties hereto need not sign the same counterpart. Facsimile
transmission of any signed original document and/or retransmission of any signed
facsimile transmission will be deemed the same as delivery of an original. At
the request of another party hereto, the parties hereto will confirm facsimile
transmission by signing a duplicate original document.

            Section 8.6 Entire Agreement; Third Party Beneficiaries. This
Agreement (including the documents and the instruments referred to herein),
together with the

                                       44

Confidentiality Agreement: (a) constitute the entire agreement and supersede all
prior agreements and understandings, both written and oral, among the parties
hereto with respect to the subject matter hereof, and (b) except as provided in
Section 5.7, is not intended to confer upon any Person other than the parties
hereto any rights or remedies hereunder. Section 5.7 is intended for the benefit
of, and shall be enforceable by, each Indemnified Party (and his or her heirs
and representatives).

            Section 8.7 Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void, unenforceable, or against its regulatory
policy, the remainder of the terms, provisions, covenants, and restrictions of
this Agreement shall remain in full force and effect and shall in no way be
affected, impaired, or invalidated, so long as the economic and legal substance
of the transactions contemplated hereby, taken as a whole, are not affected in a
manner materially adverse to any party hereto.

            Section 8.8 Governing Law. This Agreement shall be governed and
construed in accordance with the laws of the State of Delaware without giving
effect to the principles of conflicts of law thereof or of any other
jurisdiction.

            Section 8.9 Assignment. Neither this Agreement nor any of the
rights, interests or obligations hereunder shall be assigned by any of the
parties hereto (whether by operation of law or otherwise) without the prior
written consent of the other parties hereto, except that the Merger Sub may
assign, in its sole discretion, any or all of its rights, interests and
obligations hereunder to Parent or to any direct or indirect wholly-owned
Subsidiary of Parent. Subject to the preceding sentence, this Agreement shall be
binding upon, inure to the benefit of and be enforceable by the parties hereto
and their respective successors and assigns.

            Section 8.10 Headings; Interpretation.

                  (a) The descriptive headings used herein are inserted for
      convenience of reference only and are not intended to be part of or to
      affect the meaning or interpretation of this Agreement.

                  (b) "Include," "includes," and "including" shall be deemed to
      be followed by "without limitation" whether or not they are in fact
      followed by such words or words of like import.

                  (c) The words "hereby", "herein", "hereof, "hereunder" and
      words of similar import refer to this Agreement as a whole (including any
      Exhibits hereto and Disclosure Schedules delivered herewith) and not
      merely to the specific section, paragraph, or clause in which such word
      appears.

                  (d) "Knowledge" and "known" mean the actual knowledge after
      reasonable inquiry of the executive officers of the Company (and
      including, with respect to Section 3.16, the Company's head of taxes) or
      Parent, as the case may be.

                  (e) "Affiliate" shall have the meaning set forth in Rule
      12(b)-2 under the Exchange Act.

                                       45

                  (f) References to Articles, sections, subsections, or clauses
      shall, unless otherwise indicated, be references to the respective
      Articles, sections, subsections, and clauses of this Agreement.

                  (g) The parties hereto have participated jointly in the
      negotiation and drafting of this Agreement, and in the event an ambiguity
      or question of intent or interpretation arises, this Agreement shall be
      construed as if drafted jointly by the parties hereto and no presumption
      or burden of proof shall arise favoring or disfavoring any party by virtue
      of the authorship of any provisions of this Agreement.

            Section 8.11 Enforcement; Venue.

                  (a) The parties hereto agree that irreparable damage would
      occur in the event that any of the provisions of this Agreement were not
      performed in accordance with their specific terms or were otherwise
      breached. It is accordingly agreed that the parties hereto shall be
      entitled to an injunction or injunctions to prevent breaches of this
      Agreement and to enforce specifically the terms and provisions of this
      Agreement in any court (i) of the State of Nebraska or of the United
      States located in the State of Nebraska or (ii) of the State of California
      or of the United States located in the Central District of California. The
      jurisdiction of the foregoing courts shall be exclusive in the event any
      dispute arises out of this Agreement or any of the transactions
      contemplated by this Agreement, and no party hereto will attempt to deny
      or defeat personal jurisdiction or venue in any such court by motion or
      other request for leave from any such court. Each party hereto irrevocably
      consents to the service of process outside the territorial jurisdiction of
      the courts referred to in this section in any such action or proceeding by
      mailing copies thereof by registered United States mail, return receipt
      requested, to its address as specified in Section 8.4. However, the
      foregoing shall not limit the right of a party hereto to effect service of
      process by any other legally available method.

                                       46

                  (b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY
      CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE
      COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HERETO
      HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY
      HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR
      INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE
      TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. Each party hereto certifies
      and acknowledges that (i) no representative, agent or attorney of any
      other party hereto has represented, expressly or otherwise, that such
      other party hereto would not, in the event of litigation, seek to enforce
      the foregoing waiver, (ii) each party hereto understands and has
      considered the implications of this waiver, (iii) each party hereto makes
      this waiver voluntarily, and (iv) each party hereto has been induced to
      enter into this Agreement by, among other things, the mutual waivers and
      certifications in this Section 8.11.

                  [Remainder of page intentionally left blank.]

                                       47

                                                                  Execution Copy

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

                      TELEDYNE TECHNOLOGIES INCORPORATED

                      By:        /s/ Robert Mehrabian
                          ------------------------------------------------------
                          Name:  Robert Mehrabian
                          Title: Chairman, President and Chief Executive Officer

                      MEADOW MERGER SUB INC.

                      By:       /s/ Melanie S. Cibik
                          ------------------------------------------------------
                          Name:  Melanie Cibik
                          Title: Vice President and Assistant Secretary

                      ISCO, INC.

                      By:       /s/ Douglas M. Grant
                          ------------------------------------------------------
                          Name:  Douglas M. Grant
                          Title: President and Chief Operating Officer

                                     -S-1-

                                    EXHIBIT A

                              STOCKHOLDER AGREEMENT

             EXHIBITS AND SCHEDULES TO AGREEMENT AND PLAN OF MERGER

Exhibit A - Stockholder Agreement - filed as Exhibit 2.2 to Form 8-K

Company Disclosure Schedule*
3.1(a) - Amended and Restated Articles of Incorporation
3.1(c) - Subsidiaries
3.2(a) and (c) - Deferred Stock Units and Options
3.2(b) - Exceptions to Ownership of Subsidiaries
3.4(a) - Required Consents and Approvals
3.4(b) - Exceptions to No Violations or Conflicts
3.5(a) - SEC Documents
3.6 - Broker's Fees
3.7 - Absence of Certain Changes or Events
3.8 - Legal Proceedings
3.9(a) - Compliance with Law - License and Permits
3.9(b) - Compliance with Law - No Violations
3.11(a) - Company Benefit Plans
3.11(b) - No Collective Bargaining Agreements
3.11(f) - Change in Control Agreements
3.11(g) - Employee Benefits Liability
3.13(a) - Environmental Matters
3.16 - Tax Returns and Tax Payments
3.17 - Intellectual Property
3.18 - Material Contracts
3.22(a) - Insurance
3.22(b) - Self-insurance
3.23 - Personnel List
3.24 - Insider Transactions; Non-independent Directors
5.8 - Company Merger Costs and Expenses - Calculation Exclusions

*Numbers correspond to sections in the Agreement. Teledyne Technologies
Incorporated undertakes to furnish supplementally to the Securities and Exchange
Commission upon its request a copy of the Company Disclosure Schedule.

EX-2.2

                                                                     EXHIBIT 2.2

                                                                  Execution Copy


                              STOCKHOLDER AGREEMENT

      This STOCKHOLDER AGREEMENT (this "Agreement"), dated as of April 7, 2004,
is made and entered into among TELEDYNE TECHNOLOGIES INCORPORATED, a Delaware
corporation ("Parent"), MEADOW MERGER SUB INC., a Nebraska corporation and a
wholly owned subsidiary of Parent ("Merger Sub"), and the individuals listed
under the heading "STOCKHOLDERS" on the signature page hereof (each, a
"Stockholder" and collectively, the "Stockholders").

                              W I T N E S S E T H:

      WHEREAS, as of the date hereof, each Stockholder is the beneficial owner
("beneficial owner," "beneficial ownership," "beneficially," and related terms,
wherever used herein, within the meaning of Section 13(d)(1) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and
regulations promulgated thereunder (including, without limitation, Rule 13d-3
under the Exchange Act)) of the number of common shares, par value $0.10
("Company Common Stock"), of Isco, Inc., a Nebraska corporation (the "Company"),
set forth opposite such Stockholder's name on Exhibit A hereto (the total number
of shares of Company Common Stock beneficially owned by the Stockholders, and
any other Company Common Stock or any stock option that either Stockholder may
acquire, as record or beneficial holder, whether by means of purchase, dividend,
distribution, or otherwise, prior to the termination of this Agreement, together
with all associated rights and interests, being collectively referred to as the
"Shares");

      WHEREAS, concurrently with the execution and delivery of this Agreement,
the Company, Parent, and Merger Sub are entering into an Agreement and Plan of
Merger (the "Merger Agreement") of even date herewith, which (upon the terms and
subject to the conditions set forth therein) provides for the merger of Merger
Sub with and into the Company (the "Merger"); and

      WHEREAS, as a condition to their willingness to enter into the Merger
Agreement, Parent and Merger Sub have requested the Stockholders to agree, and
in order to induce Parent and Merger Sub to enter into the Merger Agreement the
Stockholders have agreed, to enter into this Agreement.

      NOW, THEREFORE, in consideration of the foregoing premises and the
representations, warranties, covenants, and agreements hereinafter set forth,
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as follows:

                                   ARTICLE I

                  STOCKHOLDERS' REPRESENTATIONS AND WARRANTIES

      Each Stockholder hereby represents and warrants to Parent and Merger Sub
as follows:



                                      -1-

      1.1 DUE ORGANIZATION AND AUTHORIZATION. Stockholder possesses the
requisite power and authority to execute, deliver, and perform this Agreement,
to appoint or cause to be appointed Merger Sub and Parent (or any nominee
thereof) as Stockholder's Proxy (as defined below), and to consummate the
transactions contemplated hereby. This Agreement has been duly executed and
delivered by Stockholder and constitutes a legal, valid, and binding obligation
of Stockholder, enforceable against Stockholder in accordance with its terms,
except as enforceability (i) may be limited by bankruptcy, insolvency,
moratorium or other similar laws affecting or relating to creditors' rights
generally and (ii) is subject to general principles of equity. There is no other
beneficial owner of any of the Shares set forth opposite Stockholder's name on
Exhibit A hereto or other beneficiary or holder of any other interest in any of
such Shares whose consent is required for the execution and delivery of this
Agreement or for the consummation by Stockholder of the transactions
contemplated hereby.

      1.2 NO CONFLICTS; REQUIRED FILINGS AND CONSENTS.

            (a) The execution and delivery of this Agreement by Stockholder do
not, and the performance of this Agreement by Stockholder will not, (i) conflict
with or violate any law applicable to Stockholder or by which Stockholder or any
of Stockholder's assets are bound or affected, or (ii) result in any breach of
or constitute a default (or an event that with notice or lapse of time or both
would become a default) under, or give to others any rights of termination,
acceleration, or cancellation of, or result in the creation of a lien or
encumbrance on any assets of Stockholder, including, without limitation, the
Shares set forth opposite Stockholder's name on Exhibit A hereto, pursuant to,
any note, bond, mortgage, indenture, contract, agreement, lease, license,
permit, franchise, or other instrument or obligation to which Stockholder is a
party or by which Stockholder or any of Stockholder's assets are bound or
affected, except in the case of clause (ii), for such matters as would not
prevent or in any way impair Stockholder's ability to perform Stockholder's
obligations under this Agreement.

            (b) The execution and delivery of this Agreement by Stockholder do
not, and the performance of this Agreement by Stockholder will not, require any
consent, approval, authorization or permit of, or filing with or notification
to, any governmental or regulatory authority, domestic or foreign.

      1.3 TITLE TO SHARES. Stockholder is the sole beneficial owner of the
shares of Company Common Stock set forth opposite Stockholder's name on Exhibit
A hereto, free and clear of any pledge, lien, security interest, mortgage,
claim, proxy, voting restriction or other voting trust, agreement,
understanding, or arrangement of any kind, right of first refusal or other
limitation on disposition, adverse claim of ownership, or other encumbrance of
any kind, other than restrictions imposed by securities laws or pursuant to this
Agreement. As of the date hereof, Stockholder does not own beneficially or of
record any other shares of Company Common Stock or any option to acquire any
such shares.

      1.4 INFORMATION FOR OFFER DOCUMENTS AND PROXY STATEMENT. None of the
information relating to Stockholder and Stockholder's affiliates provided in
writing to the Company by or on behalf of Stockholder or Stockholder's
affiliates specifically for inclusion in the Proxy Statement will, at the times
the Proxy Statement is filed with the U.S. Securities and Exchange Commission or
is first published, sent or given to shareholders of the Company, or at



                                      -2-

the time of the special meeting of shareholders to consider the Merger, contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading.

      1.5 ACKNOWLEDGMENT. Stockholder, on behalf of itself and Stockholder's
affiliates, acknowledges and agrees that neither it nor they shall be paid or
shall otherwise be entitled to any broker's, finder's, financial advisor's, or
other similar fee or commission in connection with the transactions contemplated
hereby or by the Merger Agreement.

                                   ARTICLE II

                             STOCKHOLDER'S COVENANTS

      Each Stockholder hereby covenants to Parent and Merger Sub as follows:

      2.1 VOTING OF SHARES. Stockholder hereby agrees that from the date hereof
until the termination of the Agreement pursuant to Section 3.1 (the "Term"), at
any meeting of the shareholders of the Company however called and in any action
by written consent of the shareholders of the Company, in each case before the
Effective Time, Stockholder shall vote (or direct the record owner of
Stockholder's Shares to vote) Stockholder's Shares (i) in favor of the Merger
and the Merger Agreement; (ii) if so directed by Parent, against any Takeover
Proposal and against any proposal for action or agreement that would result in a
breach of any covenant, representation or warranty or any other obligation or
agreement of the Company under the Merger Agreement or which could reasonably be
expected to result in any of the Company's obligations under the Merger
Agreement not being fulfilled, any change in the composition of the board of
directors of the Company (except as contemplated by the Merger Agreement), any
change in the present capitalization of the Company or any amendment to the
Company's corporate structure or business, or any other action which could
reasonably be expected to impede, interfere with, delay, postpone or materially
adversely affect the transactions contemplated by this Agreement or the Merger
Agreement or the likelihood of such transactions being consummated; and (iii) in
favor of any other matter necessary for consummation of the transactions
contemplated by the Merger Agreement which is considered at any such meeting of
shareholders or in such consent, and in connection therewith to execute any
documents which are necessary or appropriate in order to effectuate the
foregoing, including, without limitation, documents enabling Parent and Merger
Sub or their nominee(s) to vote Stockholder's Shares directly.

      2.2 PROXY. Stockholder hereby revokes all prior proxies or powers of
attorney with respect to any and all of Stockholder's Shares. During the Term,
Stockholder hereby constitutes and appoints Parent and Merger Sub, or any
nominee designated by Parent and Merger Sub, with full power of substitution and
resubstitution at any time during the Term, as Stockholder's true and lawful
attorney and proxy ("Proxy"), for and in its name, place, and stead, in the
Proxy's discretion, to demand that the Secretary of the Company call a special
meeting of the shareholders of the Company for the purpose of considering any
matter referred to in Section 2.1 and to vote each Share held by Stockholder as
Stockholder's Proxy in respect of any such matter, at every annual, special,
adjourned, or postponed meeting of the shareholders of the



                                      -3-

Company, including, without limitation, the right to sign its name as
Stockholder (or to direct the record owner to sign its name as Stockholder) to
any consent, certificate, or other document relating to the Company that the law
of the State of Nebraska might permit or require. THE FOREGOING PROXY AND POWER
OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST THROUGHOUT THE TERM.
Stockholder will take such further action and execute such other documents as
may be necessary to effectuate the intent of this Section 2.2.

      2.3 RESTRICTIONS ON TRANSFER, PROXIES AND NON-INTERFERENCE.

            (a) Stockholder hereby agrees, until the termination of this
Agreement pursuant to Section 3.1 not to (i) sell, transfer, pledge, encumber,
assign or otherwise dispose of, or enter into any contract, option or other
arrangement or understanding with respect to the sale, transfer, pledge,
encumbrance, assignment or other disposition of, any of Stockholder's Shares,
(ii) grant any proxies, deposit any of Stockholder's Shares into a voting trust
or enter into a voting agreement with respect to any of Stockholder's Shares, or
(iii) take any action that would make any representation or warranty of
Stockholder contained herein untrue or incorrect in any material respect or have
the effect of preventing, impairing, or disabling Stockholder from timely and
promptly performing Stockholder's obligations under this Agreement.

            (b) Stockholder hereby agrees, if so requested by Parent, (i) that
the Shares held by Stockholder shall bear a legend stating that they are subject
to this Agreement and to an irrevocable proxy and (ii) that, subject to the
terms of Section 2.3(a), such Stockholder shall not sell, transfer, pledge,
encumber, assign or otherwise dispose of, or enter into any contract, option or
other arrangement or understanding with respect to the sale, transfer, pledge,
encumbrance, assignment or other disposition of, any of Stockholder's Shares
without first having the aforementioned legend affixed to the certificates
representing such Shares.

      2.4 NO SOLICITATION. Stockholder covenants and agrees that, during the
Term, it shall not, directly or indirectly, solicit, initiate, knowingly
encourage, or take any other action designed to facilitate any inquiries or the
making of any proposal from any Person (other than from Parent or Merger Sub)
relating to any transaction that constitutes a Takeover Proposal. Stockholder
further covenants and agrees that, during the Term, it shall not participate in
any discussions or negotiations (except with Parent or Merger Sub) regarding, or
furnish to any Person (other than Parent or Merger Sub or if required by law or
compelled by subpoena or similar legal process) any information with respect to,
or otherwise cooperate in any way with, or assist or participate in or
facilitate or encourage, any effort or attempt by any Person (other than Parent
and Merger Sub) to make or effect, any transaction that may constitute a
Takeover Proposal. Stockholder immediately shall cease and cause to be
terminated any existing discussions or negotiations of Stockholder and
Stockholder's agents or other representatives with any Person (other than Parent
and Merger Sub) with respect to any of the foregoing. Stockholder shall notify
Parent and Merger Sub promptly of any specific proposal or offer made to
Stockholder relating to a Takeover Proposal, or any substantive inquiry or
contact made to Stockholder specifically relating to a Takeover Proposal, and
shall, in any such notice to Parent and Merger Sub, indicate in reasonable
detail the identity of the Person making such proposal, offer, inquiry, or
contact and the material terms and conditions of such proposal, offer, inquiry,
or contact. Notwithstanding the foregoing, Dr. Allington may, in his capacity as
an officer of the



                                      -4-

Company or a member of the Board of Directors of the Company, take such actions,
if any, as are permitted by Section 5.2 of the Merger Agreement.

      2.5 MUTUALITY. Each Stockholder agrees that the terms of this Agreement
shall apply to any interest, spousal or otherwise, of such Stockholder in the
Shares described in this Agreement as being owned by the other Stockholder. The
representations, warranties, and covenants of the Stockholders made in this
Agreement are joint and several.

                                  ARTICLE III

                                  MISCELLANEOUS

      3.1 TERMINATION. This Agreement shall terminate and be of no further force
and effect: (a) upon the giving of notice in writing by Parent, automatically
and without any required further action of the parties hereto or (b)
automatically and without any required action of the parties hereto upon the
earliest to occur of

            (i)   the Effective Time,

            (ii)  any amendment of the Merger Agreement without the written
                  consent of both Stockholders that (x) provides for a reduction
                  in the Merger Consideration below $16.00 per Share or (y)
                  changes the form of the Merger Consideration to other than
                  cash

            (iii) any termination of the Merger Agreement pursuant to its terms,
                  and

            (iv)  the one year anniversary of the date of this Agreement.

The termination of this Agreement shall not relieve any party hereto from any
liability for any breach of this Agreement prior to termination.

      3.2 DEFINITIONS. Terms used but not otherwise defined in this Agreement
shall have the respective meanings ascribed to such terms in the Merger
Agreement, as it may be amended from time to time.

      3.3 EXPENSES. All costs and expenses incurred in connection with the
transactions contemplated by this Agreement shall be paid by the party incurring
such costs and expenses.

      3.4 NOTICES. All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given (i) upon hand delivery, (ii)
upon confirmation of receipt of facsimile transmission, or (iii) upon confirmed
delivery by a standard overnight courier, to the following address or to such
other address that a party hereto might later specify by like notice:





                                      -5-

            (a)   If to Parent or Merger Sub, to:

                  Teledyne Technologies Incorporated
                  12333 West Olympic Boulevard
                  Los Angeles, CA 90064
                  Attention: John T. Kuelbs
                  Telecopier No.: (310) 893-1610

                  with a copy to:

                  Munger, Tolles & Olson LLP
                  Attention: Robert Denham and Brian Daly
                  355 South Grand Avenue, 35th Floor
                  Los Angeles, California 90071-1560
                  Telecopy: (213) 687-3702

            (b)   If to Stockholder, to:

                  Dr. Robert W. Allington
                  c/o Isco, Inc.
                  4700 Superior Street
                  Lincoln, Nebraska 68504
                  Telecopier No.: (402) 465-3905

                  with a copy to:

                  Baird, Holm, McEachen, Pedersen, Hamann & Strasheim LLP
                  Attention: John S. Zeilinger
                  1500 Woodmen Tower
                  Omaha, Nebraska 68102-2068
                  Telecopier No.: (402) 231-8556

      3.5 SEVERABILITY. In the event that any provision in this Agreement is
held invalid, illegal, or unenforceable in a jurisdiction, such provision shall
be modified or deleted as to the jurisdiction involved but only to the extent
necessary to render the same valid, legal, and enforceable. The validity,
legality, and enforceability of the remaining provisions hereof shall not in any
way be affected or impaired thereby nor shall the validity, legality, or
enforceability of such provision be affected thereby in any other jurisdiction.

      3.6 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
among the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements and understandings, both written and oral, among
the parties hereto, or any of them, with respect thereto.

      3.7 ASSIGNMENT. No party hereto may assign or delegate this Agreement or
any right, interest, or obligation hereunder; provided, however, that Parent or
Merger Sub, in its sole discretion, may assign or delegate its rights and
obligations hereunder to any direct or indirect wholly owned subsidiary of
Parent without obtaining the consent of any other party



                                      -6-

hereto; and provided, further, that any such assignment or delegation shall not
relieve Parent or Merger Sub from liability hereunder.

      3.8 NO THIRD-PARTY BENEFICIARIES. This Agreement shall be binding upon,
inure solely to the benefit of, and be enforceable by only the parties hereto,
their respective successors, and their permitted assigns, and nothing in this
Agreement, express or implied, is intended to or shall confer upon any Person,
other than the parties hereto, their respective successors, and permitted
assigns, any rights, remedies, obligations, or liabilities of any nature
whatsoever.

      3.9 WAIVER OF APPRAISAL RIGHTS. Stockholder hereby waives any rights of
appraisal or rights to dissent from the Merger.

      3.10 FURTHER ASSURANCE. Each party hereto shall execute and deliver such
additional documents and take all such further action as may be necessary or
desirable to consummate and make effective, in the most expeditious manner
practicable, the transactions contemplated by this Agreement.

      3.11 CERTAIN EVENTS. Stockholder agrees that this Agreement and the
obligations hereunder shall attach to Stockholder's Shares and shall be binding
upon any Person to which legal or beneficial ownership of such Shares shall
pass, whether by operation of law or otherwise. Notwithstanding any transfer of
Shares, the transferor shall remain liable for the performance of all
obligations under this Agreement.

      3.12 NO WAIVER. The failure of any party hereto to exercise any right,
power, or remedy provided under this Agreement or otherwise available at law or
in equity, the failure of any party hereto to insist upon compliance by any
other party hereto with its respective obligations hereunder, or the existence
of any custom or practice of the parties hereto at variance with the terms
hereof shall not constitute a waiver by such party of its right to exercise any
such or other right, power, or remedy or to demand such compliance.

      3.13 SPECIFIC PERFORMANCE. The parties hereto acknowledge that irreparable
damage would occur in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms or were otherwise
breached. Accordingly, the parties hereto agree that an aggrieved party shall be
entitled to injunctive relief to prevent breaches of this Agreement and to
enforce specifically the terms and provisions hereof in any court having
jurisdiction, this being in addition to any other right or remedy to which such
party may be entitled under this Agreement at law, or in equity.

      3.14 GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware, without giving effect to
provisions thereof relating to conflicts of law.

      3.15 HEADINGS. The descriptive headings in this Agreement were included
for convenience of reference only and shall not affect in any way the meaning or
interpretation of this Agreement.



                                      -7-

      3.16 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Facsimile transmission of
any signed original document and/or retransmission of any signed facsimile
transmission will be deemed the same as delivery of an original. At the request
of another party hereto, each party hereto will confirm facsimile transmission
by signing a duplicate original document.

                  [Remainder of page intentionally left blank.]





                                      -8-

                                                                  Execution Copy


      IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to
be executed in a manner sufficient to bind them as of the date first written
above.

                           TELEDYNE TECHNOLOGIES INCORPORATED

                           By:      /s/ Robert Mehrabian
                              --------------------------------------------
                                 Name: Robert Mehrabian
                                 Title: Chairman, President and
                                        Chief Executive Officer

                           MEADOW MERGER SUB INC.


                           By:     /s/ Melanie S. Cibik
                              --------------------------------------------
                                 Name: Melanie Cibik
                                 Title: Vice President and Assistant Secretary

                           STOCKHOLDERS:

                                   /s/ Robert W. Allington
                           ----------------------------------------------
                                     ROBERT W. ALLINGTON

                                     /s/ Mary L. Allington
                           ----------------------------------------------
                                       MARY L. ALLINGTON

                                     -S-1-

                                    EXHIBIT A



                                                          No. of Shares of
Name of Beneficial and Record Owner                     Company Common Stock
- -----------------------------------                     --------------------
                                                

Robert W. Allington                                -   2,636,104 Shares

                                                   -   264.8277 Shares under
                                                       the Retirement Plu$ Plan

                                                   -   42,491 Shares
                                                       exercisable pursuant to
                                                       options granted under
                                                       the Isco, Inc. 1996
                                                       Stock Option Plan (of
                                                       which 18,679 shares are
                                                       currently vested)

Mary L. Allington                                  -   100,000 Shares

EX-2.3

                                                                  Execution Copy

                                                                     Exhibit 2.3

                              EMPLOYMENT AGREEMENT

            This EMPLOYMENT AGREEMENT (this "Agreement") is made and entered
into as of this seventh day of April, 2004 by and between ISCO, INC., a Nebraska
corporation (the "Company"), and ROBERT W. ALLINGTON, a resident of Nebraska
("Executive").

                                    RECITALS

            WHEREAS, the Company is a party to an Agreement and Plan of Merger
(the "Merger Agreement"), dated as of April 7, 2004, by and among Teledyne
Technologies Incorporated, a Delaware corporation ("Parent"), Meadow Merger Sub
Inc., a Nebraska corporation and a wholly-owned subsidiary of Parent, and the
Company;

            WHEREAS, Executive is a principal shareholder of the Company, is an
employee of the Company, and is not a party to any employment, change of
control, consulting, severance, or similar agreement with the Company;

            WHEREAS, in connection with the transaction described in the Merger
Agreement, the Company desires to employ Executive upon the terms and conditions
hereinafter set forth, which terms and conditions shall only be effective from
and after the day on which the Effective Time (as defined in the Merger
Agreement) shall occur (the "Effective Date"); and

            WHEREAS, Executive is willing to enter into this Agreement with
respect to his employment and services upon the terms and conditions hereinafter
set forth.

                                    AGREEMENT

            NOW, THEREFORE, in consideration of the mutual covenants and
obligations contained herein, and for additional good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Company hereby employs Executive and Executive hereby accepts such employment
upon the terms and conditions hereinafter set forth:

      1. Term of Employment. The term of employment under this Agreement (the
"Term") will commence on the Effective Date and will expire on the second
anniversary of the Effective Date (the "Initial Expiration Date"). On the
Initial Expiration Date, and on each subsequent twelve-month anniversary of the
Initial Expiration Date, the Term will be automatically extended by twelve
months unless Executive or the Company gives notice to the other, in writing, at
least 60 days prior to the Initial Expiration Date or any such subsequent twelve
month anniversary thereof, of his or its desire to terminate this Agreement or
modify its terms (other than a modification that gives effect to an assignment
permitted by Section 14). If such written notice is received within such 60-day
period, the term of employment under this Agreement will expire on the last day
of the then-current Term.


                                       1

      2. Duties of Executive. During the Term:

            (a) Executive will hold the position of Senior Vice President and
      Chief Scientific Officer for Research and New Product Development;

            (b) Executive will devote his energies to formulating, developing
      and improving the Company's research and new product development
      initiatives (as identified by the Company's President). Executive will
      have such duties and responsibilities as are customarily required of the
      holders of positions similar to that held by Executive, and such related
      duties and responsibilities as may be designated by the Company's
      President from time to time. In addition, Executive will, upon request,
      advise and assist the Company's President in any and all aspects of the
      budgeting, administration, and policy formulation functions of the Company
      to the extent that such functions relate to research and new product
      development;

            (c) Executive will report directly to the Company's President;

            (d) Executive agrees that during the Term, he will devote
      substantially all of his full professional and business-related time,
      skills and best efforts to the businesses of the Company;

            (e) Notwithstanding subsection (d) above, Executive may (i) serve on
      civic or charitable boards or committees and any scientific and
      professional organizations similar to those contemplated in Section 6,
      (ii) serve as a director or trustee of other corporations or businesses
      with the approval of the Chief Executive Officer of Parent, and (iii)
      engage in personal, passive investment activities, provided that in each
      case such activities do not materially interfere with the performance of
      Executive's duties hereunder; and

            (f) Executive will be indemnified for actions performed in the
      course of his employment to the same extent as other peer executives of
      the Company.

      3. Compensation.

            (a) Base Salary. During the Term, the Company will pay to Executive
      an annual base salary (the "Base Salary") of $247,500. The Base Salary
      will be subject to all appropriate federal and state withholding taxes
      (and to pro-ration for partial years) and will be payable in accordance
      with the normal payroll procedures of the Company.

            (b) Retirement Plans. During the Term, Executive will be entitled to
      participate in savings and retirement (but not bonus or incentive) plans,
      practices, policies and programs applicable generally to other peer
      executives of the Company.

      4. Working Facilities. Executive shall be entitled to the continued use of
the office he currently occupies (or, if the Company shall relocate during the
Term, a comparable and similarly equipped office in any new facility) throughout
the Term (the "Working Facilities").


                                       2

Unless agreed to by Executive, Executive will only be required to perform his
duties in the Lincoln, Nebraska metropolitan area during the Term. In addition,
Executive shall be provided the services of an administrative assistant who will
dedicate approximately 75% of his or her time to Executive, and such
administrative assistant shall be provided with the services of an assistant who
shall dedicate approximately 90% of his or her time to projects related to
Executive.

      5. Executive Benefits. During the Term, Executive and his eligible
dependents will be eligible to participate in the welfare benefit plans,
practices, policies and programs provided by the Company from time to time
(including, as of the date of this Agreement, without limitation, medical,
disability, accidental death and travel accident insurance plans and programs)
to the extent applicable generally to other peer executives of the Company;
provided, however, that Executive and his eligible dependents must meet any and
all eligibility provisions required under such welfare benefit plans.
Notwithstanding the immediately preceding sentence, Executive shall be entitled,
during the Term, to continue to enjoy medical insurance coverage that is similar
or identical in all material respects to that which is currently provided to him
by the Company; provided, however, that nothing shall prevent the Company from
changing co-payment amounts to the extent such changes apply to other employees
of the Company.

      6. Perquisites. During the Term, the Company will pay Executive's annual
membership dues for those scientific and professional organizations listed on
Exhibit A and such other perquisites as listed on Exhibit A.

      7. Vacations. Executive will be entitled to four weeks paid vacation for
each calendar year during the Term (subject to pro-ration for partial years),
and may carry over four weeks of unused vacation to the next succeeding calendar
year; provided, however, that at no time may Executive have accumulated more
than eight weeks of vacation, unless the vacation accrual policies of the
Company are more favorable, in which case such policies will control.

      8. Termination.

            (a) Termination for Good Reason. The Company may terminate the
      employment relationship between Executive and the Company created
      hereunder before the expiration of the Term for Good Reason. The
      occurrence of any of following events, actions, or inactions will
      constitute "Good Reason" for purposes of this Agreement:

                  (i) Executive's failure to rectify any material breach of (or
            a material failure to perform any obligation of Executive under)
            this Agreement within 30 days after written notice of such breach or
            failure to perform having been given by the President of the Company
            or his designee or by the Chief Executive Officer of Parent or his
            designee;

                  (ii) Executive being convicted of a felony involving moral
            turpitude, theft, embezzlement, or fraud;


                                       3

                  (iii) any gross misconduct or gross negligence on the part of
            Executive in the performance of his duties (including, but not
            limited to, theft or embezzlement of the Company's property or
            money, or an act of fraud against the Company);

                  (iv) a failure to enter into any invention assignment, trade
            secrets, intellectual property and confidentiality, non-disclosure
            or similar agreement that the Company may reasonably require of its
            employees from time to time within 30 days of a written request from
            the Company to enter into such an agreement, or a material breach of
            any such agreement; and

                  (v) a material breach of the Company's code of conduct or
            employment policies from time to time (unless such policies conflict
            with the terms of this Agreement, in which case such material breach
            shall not constitute "Good Reason" if the actions underlying such
            material breach are required by the terms of this Agreement) after
            30 days written notice of such breach having been given by the
            President of the Company or his designee or by the Chief Executive
            Officer of Parent or his designee and a failure by Executive to
            remedy such breach.

            (b) Constructive Termination. Executive may terminate the employment
      relationship between Executive and the Company created hereunder before
      the expiration of the Term upon a Constructive Termination. "Constructive
      Termination" means the occurrence of any of the following:

                  (i) a material change, diminution, or reduction in Executive's
            position, duties or authority;

                  (ii) a downward change in Executive's title;

                  (iii) a requirement to which Executive does not consent that
            his Working Facilities be located outside of the Lincoln, Nebraska
            metropolitan area;

                  (iv) a material reduction in (or a failure to pay or provide)
            Executive's Base Salary, benefits, vacation time, or Working
            Facilities other than as permitted by this Agreement; or

                  (v) any other material breach by the Company of this
            Agreement.

            (c) Death or Permanent Disability. The employment relationship
      between Executive and the Company created hereunder will terminate before
      the expiration of the Term upon the occurrence of the death or permanent
      disability of Executive. For the purpose of this Agreement, "permanent
      disability" of Executive will mean Executive's failure to perform
      substantially all of the material duties of his position, with any
      reasonable accommodation required by the Americans with Disabilities Act
      or any


                                       4

      similar state law as in effect as of the date hereof (or any amendments or
      changes to such laws during the Term to the extent such changes are more
      favorable to Executive) or such accommodations as are provided to
      Executive as of the date hereof, for a period of at least one hundred
      eighty consecutive calendar days due to physical or mental illness or
      injury. For the sake of clarity, the parties hereto acknowledge and agree
      that Executive will be deemed not to be permanently disabled as of the
      date of this Agreement.

      9. Compensation Upon Termination.

            (a) General. Unless otherwise provided for herein, upon the
      termination of Executive's employment under this Agreement before the
      expiration of the Term for any reason, Executive will be entitled to:

                  (i) the Base Salary earned by him before the effective date of
            termination, prorated on the basis of the number of full days of
            service rendered by Executive during the applicable year to the
            effective date of termination;

                  (ii) any accrued but unpaid amounts (calculated on a pro-rata
            basis) pursuant to any savings and retirement plans, practices,
            policies and programs under which Executive is eligible to
            participate and, if applicable, has elected to participate;

                  (iii) payments in respect of perquisites, as provided herein,
            incurred through the date of termination;

                  (iv) any accrued but unused vacation pay incurred through the
            date of termination; and

                  (v) any benefits to which Executive is entitled under any
            benefit plans, practices, programs or policies maintained by the
            Company under which Executive is eligible to participate and, if
            applicable, has elected to participate.

      The sum of the amounts described in clauses (i) through (v) will be
      hereinafter referred to as the "Accrued Obligations." The Accrued
      Obligations (except for amounts due pursuant to the terms of any
      applicable benefit plans, practices, programs or policies, which shall be
      paid in accordance with the terms thereof or the Company's customary
      practices) will be paid to Executive or his estate or beneficiary, as
      applicable, in a lump sum in cash within 30 days of the date of
      termination (subject, in each case, to applicable tax withholding and
      regular payroll deductions).

            (b) Termination Because of Death or Permanent Disability.

                  (i) If Executive's employment hereunder terminates because of
            the death or permanent disability of Executive, Executive will only
            be entitled to payment of the Accrued Obligations as set forth in
            Section 9(a) above. Executive


                                       5

            will continue to receive Executive's full Base Salary during the one
            hundred eighty day qualification period either directly from the
            Company or under any short term disability plan that the Company may
            provide from time to time (or any combination thereof). After that
            time, the Company will have no further obligation to Executive under
            this Agreement and all supplemental benefits will be terminated,
            except for benefits that have accrued in favor of Executive prior to
            the termination of employment, which will be determined in
            accordance with the terms and conditions of the Company's various
            benefit plans and practices then in effect that apply to Executive.

                  (ii) If the Company and Executive disagree as to Executive's
            incapacity, each may appoint a medical doctor to certify his opinion
            as to Executive's incapacity, and if the doctors do not agree as to
            Executive's incapacity, then the two doctors will appoint a third
            medical doctor to certify his opinion as to Executive's incapacity,
            and the decision of a majority of the three doctors will prevail.
            Executive and the Company shall each bear the costs of their
            respective medical doctor's opinion. The Company, however, will bear
            the costs of any third doctor's opinions.

            (c) Termination For Good Reason. If the employment relationship
      hereunder is terminated by the Company for Good Reason, Executive will
      only be entitled to payment of the Accrued Obligations as set forth in
      Section 9(a) above.

            (d) Constructive Termination or Termination by the Company without
      Good Reason. If Executive's employment is terminated by Executive due to
      his Constructive Termination, or by the Company other than for Good
      Reason, Executive will be entitled to receive his Base Salary and to
      continue to enjoy and receive all of the benefits, perquisites, fringe
      benefits, and other forms of compensation to which Executive would
      otherwise have been entitled to enjoy or receive under this Agreement
      (except for the use of Working Facilities) for and during the remainder of
      the Term.

      10. Restrictive Covenant. Executive acknowledges that, because of his
senior executive and long-standing position with the Company, his technical and
scientific knowledge of the Company's products and product development
initiatives, his knowledge of the affairs of the Company and his relations with
its dealers, distributors and customers are such that he could do serious damage
to the financial welfare of the Company should he compete or assist others in
competing with the business of the Company. Accordingly, the parties hereto
agree as follows:

            (a) Confidential Information.

                  (i) Except as the Company may permit or direct in writing,
            during the Term and thereafter, Executive agrees that he will never
            disclose to any individual or entity any confidential or proprietary
            information, knowledge, or data of the Company that he may have
            obtained while in the employ of the Company relating to any
            customers, customer lists, methods of distribution, sales, prices,
            profits,


                                       6

            costs, contracts, inventories, suppliers, dealers, distributors,
            business prospects, business methods, products, research and product
            development initiatives, ideas and workpapers, manufacturing ideas,
            formulas, plans or techniques, research, trade secrets, or know how
            of the Company.

                  (ii) All records, documents, software, computer disks, and any
            other form of information relating to the business of the Company
            that are or were prepared or created by Executive, or that may or
            did come into his possession during the Term with the Company,
            including any and all copies thereof, shall be returned to the
            Company, or as the case may be, shall remain in the possession of
            the Company.

                  (iii) Nothing in this Section 10(a) shall limit Executive's
            right to carry Executive's accumulated career knowledge and
            professional skills to any future employment, subject to the
            specific limitations of the foregoing provisions of this Section 10
            and the covenants set forth below.

            (b) Non-Competition.

                  (i) The parties hereto acknowledge that the Company's
            operations are global, and that it sells and distributes its
            products to dealers, distributors and customers worldwide, and,
            thus, the Company's need for protection against unfair competition
            is global.

                  (ii) Executive agrees that he will not, during the Term:

                        (1)   engage directly or indirectly, for his own
                              personal benefit or the benefit of any individual
                              or entity other than the Company, in the
                              manufacture, assembly, distribution, or sale of
                              the products then being manufactured, assembled,
                              distributed, or sold by the Company anywhere in
                              the world; or

                        (2)   develop, promote, invest in, provide financing
                              for, be employed by, or operate any business on
                              his own behalf, or for any other individual or
                              entity, that is in competition with the Company,
                              or assist any other individual or entity in doing
                              so; provided, however, that Executive may purchase
                              or otherwise acquire up to five percent of any
                              class of securities of any enterprise (but without
                              otherwise participating in the activities of such
                              enterprise) if such securities are listed on any
                              national or regional securities exchange or have
                              been registered under Section 12(g) of the
                              Securities Exchange Act of 1934, as amended.


                                       7

            (c) Non-Solicit. Executive agrees that he will not, during the Term
      and for a period ending on the later to occur of (x) the fifth anniversary
      of the date of this Agreement and (y) the two year anniversary of the end
      of the Term:

                  (i) directly or indirectly, on behalf of himself or any
            individual or entity, engage in, or assist any other individual or
            entity to engage in, the manufacture, assembly, distribution, or
            sale to any customer, distributor, or dealer of the Company,
            wherever located, of the products then being manufactured,
            assembled, distributed, or sold by the Company, if such customer,
            distributor, or dealer is one with whom he had personal contact or
            with whose account he was personally involved during the twenty-four
            months prior to the termination of his employment; or

                  (ii) directly or indirectly request or advise any of the
            aforesaid customers, distributors, or dealers referred to in (i)
            above of this subsection (c), to curtail their business with the
            Company or to patronize another business that is in competition with
            the Company; or

                  (iii) directly or indirectly, on behalf of himself or any
            other individual or entity, request, advise, or solicit any employee
            of the Company to leave that employment in order to engage in, or
            assist any other individual or entity to engage in, competition with
            the Company.

      11. Confidential Information. Executive will enter into, and will abide by
the terms of, any invention assignment, trade secrets, intellectual property and
confidentiality, non-disclosure or similar agreement that the Company may
generally or reasonably require of its employees from time to time.

      12. Property of the Company. Executive acknowledges that from time to time
in the course of providing services pursuant to this Agreement he will have the
opportunity to inspect and use certain property, both tangible and intangible,
of the Company, and Executive hereby agrees that such property will remain the
exclusive property of the Company, and Executive will have no right or
proprietary interest in such property, whether tangible or intangible,
including, without limitation, the Company's customer and supplier lists,
technical documentation and workpapers, contract forms, books of account,
computer programs and similar property.

      13. Equitable Relief. Executive acknowledges that the services to be
rendered by him are of a special, unique, unusual, extraordinary, and
intellectual character, which gives them a peculiar value, and the loss of which
cannot reasonably or adequately be compensated in damages in an action at law,
and that a breach by him of any of the provisions contained in this Agreement
will cause the Company irreparable injury and damage. Executive further
acknowledges that he possesses unique skills, knowledge and ability and that
competition by him in violation of this Agreement or any other breach of the
provisions of this Agreement would be detrimental to the Company. By reason
thereof, Executive agrees that the Company will be


                                       8

entitled, in addition to any other remedies it may have under this Agreement or
otherwise, to injunctive and other equitable relief to prevent or curtail any
breach of this Agreement by him.

      14. Assignment; Successors Bound. This Agreement is personal to Executive
and may not be assigned in any way by Executive without the prior written
consent of the Company. This Agreement may not be assigned by the Company
without the written consent of Executive, except for an assignment (i) to an
affiliate of the Company, (ii) to a purchaser of substantially all of the assets
or stock of the Company, or (iii) by operation of law. This Agreement will be
binding upon the Company and Executive, their respective permitted assigns,
heirs, executors, administrators or successors in interest.

      15. Severability and Reformation. The parties hereto intend all provisions
of this Agreement to be enforced to the fullest extent permitted by law. If,
however, any provision of this Agreement is held to be illegal, invalid, or
unenforceable under present or future law, such provision will be fully
severable, and this Agreement will be construed and enforced as if such illegal,
invalid, or unenforceable provision were never a part hereof, and the remaining
provisions will remain in full force and effect and will not be affected by the
illegal, invalid, or unenforceable provision or by its severance.

      16. Integrated Agreement. This Agreement constitutes the entire Agreement
between the parties hereto with regard to the subject matter hereof, and there
are no agreements, understandings, specific restrictions, warranties or
representations relating to said subject matter between the parties hereto other
than those set forth herein or herein provided for.

      17. Notices. All notices and other communications required or permitted to
be given hereunder shall be in writing and shall be deemed to have been duly
given if delivered personally, mailed by certified mail (return receipt
requested) or sent by overnight delivery service, or facsimile transmission to
the parties hereto at the following addresses or at such other addresses as
shall be specified by such parties by like notice:

            If to the Company:

                  Isco, Inc.
                  c/o Teledyne Technologies Incorporated
                  12333 West Olympic Boulevard
                  Los Angeles, CA 90064
                  Attention:  John T. Kuelbs
                  Telecopier No.:  (310) 893-1610


                                       9

            if to Executive, to:

                  Dr. Robert W. Allington
                  c/o Isco, Inc.
                  4700 Superior Street
                  Lincoln, Nebraska  68504
                  Telecopier No.:  (402) 465-3905

                  with a copy to:

                  Baird, Holm, McEachen, Pedersen, Hamann & Strasheim LLP
                  Attention: John Zeilinger
                  1500 Woodmen Tower
                  Omaha, NE  68102
                  Telecopier No.: (402) 397-1806

Notice so given shall, in the case of notice so given by mail, be deemed to be
given and received on the fourth calendar day after posting, in the case of
notice so given by overnight delivery service, on the date of actual delivery
and, in the case of notice so given by facsimile transmission or personal
delivery, on the date of actual transmission or, as the case may be, personal
delivery.

      18. Further Actions. Whether or not specifically required under the terms
of this Agreement, each party hereto will execute and deliver such documents and
take such further actions as will be necessary in order for such party to
perform all of his or its obligations specified herein reasonably implied from
the terms hereof.

      19. Governing Law. This agreement will be governed by and construed in
accordance with the internal law, and not the law of conflicts, of the State of
Nebraska.

      20. Counterparts. This Agreement may be executed in counterparts, each of
which will take effect as an original and all of which will evidence one and the
same Agreement.

                  [Remainder of page intentionally left blank.]


                                       10

      IN WITNESS WHEREOF, the parties hereto, intending to be legally bound,
have executed this Agreement as of the date first set forth above.

                                 ISCO, INC.


                                 By:    /s/ Douglas M. Grant
                                     -------------------------------------------
                                 Name:  Douglas M. Grant
                                 Title: President and Chief Operating Officer


                                 EXECUTIVE:


                                        /s/ Robert W. Allington
                                 -----------------------------------------------
                                        ROBERT W. ALLINGTON


                                     -S-1-

          EXHIBIT A: LIST OF SCIENTIFIC AND PROFESSIONAL ORGANIZATIONS
                              AND OTHER PERQUISITES



PROFESSIONAL SUBSCRIPTIONS:               ESTIMATED ANNUAL SUBSCRIPTION RATES:
- ---------------------------               ------------------------------------
                                       
Analytical Separations News                              $450.00
Analytical Chemistry                                      115.00
Chemical & Engineering News (included
with American Chemical Society
membership)
Instrument Business Outlook                               725.00
IEEE Technology & Society Magazine
(included with IEEE life membership)
ISIS                                                       57.00
Journal of Chromatographic Science                        640.00
Lincoln Business Journal                                   40.00
Modern Plastics                                            59.00
Osiris                                                     35.00
Review of Scientific Instruments                          142.00
Science Magazine (included with
American Association for the
Advancement of Science membership)
Scientific American                                        35.00
Technology and Culture                                     40.00




PROFESSIONAL MEMBERSHIPS:                    ESTIMATED ANNUAL RENEWAL COST:
- -------------------------                    ------------------------------
                                          
American Association for the
Advancement of Science                                   $275.00
American Chemical Society                                 137.00
American Institute of Chemists                            215.00
American Management Association                         1,800.00
American Physical Society                                 108.00
American Society for Metals (ASM
International)                                            112.00
Analytical & Life Science Systems
Association (ALSSA)                                     4,500.00
Carte Blanche                                              40.00
Carte Blanche - Hot-Line Protection                        15.00
History of Science Society                                 67.00
IEEE Life Member                                           54.00
National Society of Professional
Engineers                                                 242.00
Nebraska Board of Engineers and
Architects                                                 90.00


                                                       
The Nebraska Club                                         425.00
Newcomen Society of the United States                      75.00
Sigma Xi                                                   80.00
Society for the History of Technology                      40.00
Society of Industrial Archaeology                          50.00
Society of Plastics Engineers                             127.00



MISC. TECHNICAL REFERENCE BOOKS:

                                    
ChemSources                            $450.00 purchased every other year

Lincoln City Directory                 $400.00 purchased every year

CRC Handbook of Chemistry and Physics  $100.00 purchased every few years when new edition is published

Merck Index                            $60.00 purchased every few years when new edition is published

Thomas Register set (books and CD)     $50.00 for both each year

Physician's Desk Reference             $75.00 each year

EX-99.1

                                                                    Exhibit 99.1

ISCO, INC.                                              TELEDYNE
4700 Superior Street                                    TECHNOLOGIES
Lincoln, NE 68504                                       INCORPORATED
                                                        12333 West Olympic Blvd.
                                                        Los Angeles, CA  90064

NEWSRELEASE

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

                 ISCO AND TELEDYNE COMBINE TO CREATE SIGNIFICANT
                         INSTRUMENTATION GROWTH PLATFORM

LOS ANGELES, Calif. and LINCOLN, Neb., April 8, 2004 -- Teledyne Technologies
Incorporated (NYSE:TDY) and Isco, Inc. (Nasdaq:ISKO) jointly announced today
that they have signed a definitive agreement which provides for the merger of
Isco, Inc. with a wholly-owned subsidiary of Teledyne Technologies Incorporated.
Upon the consummation of the merger, which is subject to the approval of Isco's
shareholders as well as other customary closing conditions, Teledyne will
acquire all of the outstanding shares of Isco for $16.00 per share in cash.

The purchase price of $16.00 per common share represents a 32.2 percent premium
over the closing price on April 7, 2004. The aggregate consideration for the
outstanding Isco shares will be approximately $96 million (including payments
for the settlement of outstanding stock options) or approximately $80 million
taking into account Isco's net cash at January 23, 2004. Teledyne expects the
acquisition of Isco to be accretive to earnings.

Teledyne also entered into a voting support agreement with Dr. Robert W.
Allington, Isco's chairman and chief executive officer, who beneficially owns
approximately 46 percent of Isco's outstanding shares. Dr. Allington has agreed
to vote in favor of the merger at a special meeting of Isco's shareholders.

"Over the past 45 years, Dr. Allington, a pioneer in the instrumentation field,
has built Isco into an outstanding company with innovative products and a
reputation for high quality and customer service. The combination of Isco and
Teledyne's instrumentation businesses should provide an excellent platform for
future growth," said Robert Mehrabian, chairman, president and chief executive
officer of Teledyne Technologies. "Isco's water quality monitoring instruments,
including samplers, flow meters and on-line process analyzers are highly
complementary to our existing environmental instrumentation product lines.
Furthermore, Isco's liquid chromatography systems and media provide an exciting
entry for Teledyne into the high growth drug discovery and biotechnology
markets."

Robert W. Allington, chairman of the board and chief executive officer of Isco,
Inc. said, "We are pleased that Isco will have a strong new owner that has
demonstrated its desire to grow its instrumentation businesses. The long-term
opportunities arising through our complementary operations should provide
excellent growth for Isco's business, employees and our community."

Upon consummation of the transaction, Teledyne will enter into an employment
agreement with Dr. Allington, and Dr. Allington will become senior vice
president and chief scientific officer for research and new product development
of Teledyne Isco, Inc.

The Nassau Group, Inc. of Westport, Conn. served as financial advisor to Isco.
Duff & Phelps, LLC of Chicago, Ill. provided a fairness opinion to Isco's board
of directors. Cline, Williams, Wright, Johnson & Oldfather, L.L.P. of Omaha,
Neb. served as legal counsel to Isco. Teledyne was advised by Munger, Tolles &
Olson LLP of Los Angeles, Calif. and by McGrath North Mullin & Kratz, PC LLO of
Omaha, Neb.

Over the last two and a half years, Teledyne has acquired four environmental
instrumentation companies. The acquisition of Advanced Pollution
Instrumentation, Inc. and Monitor Labs, Inc. expanded Teledyne's industrial gas
analysis business into the environmental air quality and gas analysis markets.
The acquisitions of Tekmar-Dohrmann and Leeman Labs added laboratory instruments
for the detection and analysis of organic and inorganic compounds in drinking
water and wastewater.

Teledyne Technologies is a leading provider of sophisticated electronic
components, instruments and communication products, systems engineering
solutions, aerospace engines and components and on-site gas and power generation
systems. Teledyne Technologies has operations in the United States, the United
Kingdom, Mexico and Canada. For more information, visit Teledyne Technologies'
website at www.teledyne.com.

Isco is a leading producer of water quality monitoring products such as
wastewater samplers and open channel flow meters. The company's liquid
chromatography customers include pharmaceutical laboratories involved in drug
discovery and development. Isco also manufactures chemical separation
instruments for industrial and research use. On-line process control instruments
for the wastewater market are produced by STIP-Isco for worldwide distribution.
For more information, visit Isco's website at www.isco.com.

FORWARD-LOOKING STATEMENTS CAUTIONARY NOTICE

This press release contains forward-looking statements, as defined in the
Private Securities Litigation Reform Act of 1995, with respect to management's
beliefs about the financial condition, results of operations and businesses of
Isco and Teledyne in the future. These statements involve risks and
uncertainties. Actual results could differ materially from these forward-looking
statements. Many factors, including Teledyne's ability to integrate the
acquisition and achieve anticipated synergies, the ability of Isco's management
to develop and commercialize its existing and contemplated products in its
instruments, process monitoring, and SWIFT chromatography product groups,
failure of the requisite number of Isco's shareholders to approve the merger,
and unexpected merger-related costs and expenses, could change anticipated
results. Certain of these, as well as other factors which could affect Isco's
business, are discussed in Isco's Annual Report on Form 10-K for the fiscal year
ended July 25, 2003 on file with the Securities and Exchange Commission ("SEC").
Neither Teledyne nor Isco undertake any obligation to publicly update or revise
any forward-looking statements, whether as a result of new information, future
events or otherwise.

ADDITIONAL INFORMATION ABOUT THE MERGER

This press release is for informational purposes only. It does not constitute an
offer to purchase shares of Isco, Inc. or a solicitation or recommendation
statement under the rules and regulations of the SEC. Isco will publicly file a
Form 8-K with the SEC containing the terms of the definitive merger agreement
and the stockholders agreement, and will mail a proxy statement to stockholders

of Isco in connection with the proposed transaction. Teledyne will also publicly
file a Form 8-K with the SEC. Investors and security holders of Isco are urged
to read the proxy statement and other relevant materials when they become
available because they will contain important information about Teledyne, Isco
and the proposed transaction. Investors and security holders may obtain a free
copy of these materials (when they are available) and other documents filed with
the Securities and Exchange Commission at the SEC's web site at www.sec.gov. A
free copy of the proxy statement, when it becomes available, may also be
obtained from Isco, Inc., PO Box 82531, Lincoln, NE 68504, Attn: Investor
Relations. In addition, investors and security holders may access copies of the
documents filed with the SEC by Isco on Isco's web site at www.isco.com. Isco
and its executive officers and directors may be deemed to be participants in the
solicitation of proxies from its stockholders with respect to the proposed
transaction. Information regarding the interests of these officers and directors
in the proposed transaction will be included in the proxy statement.


Teledyne Technologies Incorporated       Isco, Inc.

Investor      Jason VanWees              President and Chief  Douglas M. Grant
Contact:      (310) 893-1642             Operating Officer:   (402) 464-0231

Press         Robyn Choi
Contact:      (310) 893-1640