SC 13D

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No.     )*

METROLOGIC INSTRUMENTS, INC.

(Name of Issuer)

COMMON STOCK

$0.01 PAR VALUE

(Title of Class of Securities)

591676101

(CUSIP Number)

Dipanjan Deb
President
Meteor Holding Corporation
c/o Francisco Partners
2882 Sand Hill Road, Suite 280
Menlo Park, California 94025

Telephone: (650) 233-2900

Copy to:
Larry W. Sonsini
John A. Fore
Robert T. Ishii
Wilson Sonsini Goodrich & Rosati,
Professional Corporation
650 Page Mill Road
Palo Alto, California 94034
Telephone: (650) 493-9300

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 12, 2006

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.   591676101
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) METEOR HOLDING CORPORATION N/A
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) AF, BK, SC, OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 11,111,018**
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 11,111,018**
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11) 49.0%**
	14.	Type of Reporting Person (See Instructions) CO

** See Item 5.

2

CUSIP No.   591676101
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) FP-METROLOGIC, LLC N/A
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) AF, BK, SC, OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 11,111,018**
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 11,111,018**
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11) 49.0%**
	14.	Type of Reporting Person (See Instructions) OO

** See Item 5.

3

CUSIP No.   591676101
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) FRANCISCO PARTNERS II, L.P. 20-3134319
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) AF, BK, SC, OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 11,111,018**
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 11,111,018**
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11) 49.0%**
	14.	Type of Reporting Person (See Instructions) PN

** See Item 5.

4

CUSIP No.   591676101
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) FRANCISCO PARTNERS PARALLEL FUND II, L.P. 20-4495943
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) AF, BK, SC, OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 11,111,018**
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 11,111,018**
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11) 49.0%**
	14.	Type of Reporting Person (See Instructions) PN

** See Item 5.

5

CUSIP No.   591676101
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) FRANCISCO PARTNERS GP II, L.P. 20-3134312
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) AF, BK, SC, OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 11,111,018**
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 11,111,018**
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11) 49.0%**
	14.	Type of Reporting Person (See Instructions) PN

** See Item 5.

6

CUSIP No.   591676101
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) FRANCISCO PARTNERS GP II MANAGEMENT, LLC 20-3134326
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) AF, BK, SC, OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 11,111,018**
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 11,111,018**
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11) 49.0%**
	14.	Type of Reporting Person (See Instructions) OO

** See Item 5.

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Item 1.	Security and Issuer
	The class of equity security to which this statement relates is the common stock, par value $0.01 per share (the “Shares”), of Metrologic Instruments, Inc., a New Jersey corporation (the “Issuer”). The principal executive offices of the Issuer are located at 90 Coles Road, Blackwood, New Jersey 08012.
	This Schedule 13D is being filed to report that, in connection with the entry into an agreement to acquire the Issuer and certain related agreements, as described in Items 3, 4 and 5 below, the Reporting Persons (as defined in Item 2 below) may be deemed to be members of a group (within the meaning of Rule 13d-5 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) with the Knowles Parties (as defined in Item 2 below) and the Elliott Parties (as defined in Item 2 below) and may be deemed to be the beneficial owners of Shares beneficially owned by the Knowles Parties and the Elliott Parties.
Item 2.	Identity and Background
	This Schedule 13D is filed jointly by the following persons (the “Reporting Persons”):  Meteor Holding Corporation, a Delaware corporation (“Buyer”); FP-Metrologic, LLC, a Delaware limited liability company (“FPM”); Francisco Partners II, L.P., a Delaware limited partnership (“FPII”); Francisco Partners Parallel Fund II, L.P., a Delaware limited partnership (“FPPII”); Francisco Partners GP II, L.P., a Delaware limited partnership (“FPGP”); and Francisco Partners GP II Management, LLC, a Delaware limited liability company (“FPMII”). The address of the principal executive office of each of the Reporting Persons is 2882 Sand Hill Road, Suite 280, Menlo Park, California 94025. The principal business of Buyer is to serve as a holding company to effectuate the Merger (as defined in Item 3). The principal business of FPM is to invest directly or indirectly in various companies.  FPM holds all of the outstanding stock of Buyer. The principal business of each of FPII and FPPII is to invest directly or indirectly in various companies. FPII and FPPII are the sole members of FPM. The principal business of FPGP is to serve as the general partner of various limited partnerships, including FPII and FPPII. The principal business of FPMII is to serve as general partner of FPGP and provide management services to FPII and FPPII at the request of FPGP. Mr. Dipanjan Deb and Mr. Andrew Kowal are the sole directors of Buyer and Mr. Deb, Mr. Kowal and Mr. David T. ibnAle are the sole executive officers of Buyer and each has a business address of 2882 Sand Hill Road, Suite 280, Menlo Park, California 94025. Mr. Deb is also a Managing Director of FPGP and a Member of FPMII. Mr. David M. Stanton is a Managing Director of FPGP and a Member of FPMII. The business address of Mr. Stanton is 2882 Sand Hill Road, Suite 280, Menlo Park, CA 94025. Mr. Benjamin Ball is a Managing Director of FPGP and a Member of FPMII. The business address of Mr. Ball is 2882 Sand Hill Road, Suite 280, Menlo Park, CA 94025. Mr. Neil M. Garfinkel is a Managing Director of FPGP and a Member of FPMII. The business address of Mr. Garfinkel is 2882 Sand Hill Road, Suite 280, Menlo Park, CA 94025. Mr. Keith Geeslin is a Managing Director of FPGP and a Member of FPMII. The business address of Mr. Geeslin is 2882 Sand Hill Road, Suite 280, Menlo Park, CA 94025. Mr. David Golob is a Managing Director of FPGP and a Member of FPMII. The business address of Mr. Golob is 2882 Sand Hill Road, Suite 280, Menlo Park, CA 94025. During the last five years, none of the persons or entities listed in this Item 2 has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

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	Each of Messrs. Deb, Kowal, Stanton, Ball, Garfinkel, Geeslin and Golob is a United States citizen.  Mr. ibnAle is  Canadian citizen and a permanent resident of the United States.
Item 3.	Source and Amount of Funds or Other Consideration
	On September 12, 2006, Buyer, Issuer and Meteor Merger Corporation (“Merger Sub”), a New Jersey corporation and wholly owned subsidiary of Buyer, entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, subject to the satisfaction or waiver of the conditions therein, Merger Sub will merge with and into Issuer (the “Merger”) and Issuer will become a wholly owned subsidiary of the Buyer.  As described more fully below, at the time of the Merger, the Buyer will be owned by FPM, C. Harry Knowles and the Elliott Parties (as defined below).  Upon the consummation of the Merger, each outstanding Share will be converted into the right to receive $18.50 in cash, without interest. FPM provided Buyer with a commitment letter dated as of September 12, 2006 (the “Equity Commitment Letter”) with respect to equity financing in connection with the Merger.  Subject to the terms and conditions of the Equity Commitment Letter, FPM agreed to contribute, or cause to be contributed, up to $153 million in cash to Buyer to partially fund the merger consideration. In addition, Morgan Stanley Senior Funding, Inc. (the “Senior Lender”) has provided Buyer with a commitment letter (the “Debt Commitment Letter” and, together with the Equity Commitment Letter, the “Commitment Letters”) with respect to debt financing in connection with the Merger.  Subject to the terms and conditions of the Debt Commitment Letter, the Senior Lender has committed to provide $200 million of senior secured credit facilities to partially fund the merger consideration (the “Financing”).  The Senior Lender’s commitment to provide the Financing is subject to the execution of definitive agreements with respect thereto and other conditions as set forth in the Debt Commitment Letter. In connection with the execution of the Merger Agreement, Buyer entered into a Contribution and Voting Agreement with C. Harry Knowles and certain of his affiliates and family trusts (collectively, the “Knowles Parties”) dated as of September 12, 2006 (the “Knowles Contribution Agreement”) and a separate Contribution and Voting Agreement with Elliott Associates, L.P. and Elliott International, L.P. (collectively, the “Elliott Parties”) dated as of September 12, 2006 (the “Elliott Contribution Agreement” and together with the Knowles Contribution Agreement, the “Contribution Agreements”).  Pursuant to the Knowles Contribution Agreement, C. Harry Knowles has agreed to contribute 1,680,578 Shares (the “Knowles Contributed Shares”) he beneficially owns to Buyer immediately prior to the closing of the Merger in exchange for approximately 15% of the Junior Preferred Stock, par value $0.01 per share, of Buyer (“Buyer Junior Preferred Stock”) and approximately 15% of the common stock, par value $0.01 per share, of Buyer (“Buyer Common Stock”). The number of Knowles Contributed Shares, and the number of shares of Buyer Junior Preferred Stock and Buyer Common Stock issued in exchange therefor, will be adjusted as appropriate to allow Mr. Knowles to own 15% of the outstanding shares of Buyer Junior Preferred Stock and Buyer Common Stock immediately following the closing of the Merger.  Similarly, pursuant to the Elliott Contribution Agreement, the Elliott Parties have agreed to contribute an aggregate of 1,703,885 Shares (the “Elliott Contributed Shares”) that they beneficially own to Buyer immediately prior to the closing of the Merger in exchange for approximately 15% of the Buyer Junior Preferred Stock and approximately 15% of the Buyer Common Stock.  The Knowles Contributed Shares and the Elliott Contributed Shares will be cancelled and cease to exist at the effective time of the Merger and no payment of merger consideration shall be made in respect thereof. The proceeds from the Commitment Letters, together with the amounts contributed pursuant to the Contribution Agreements and the Company’s available cash at the closing of the Merger, will be used to fund the aggregate merger consideration and to pay all related fees and expenses. The foregoing descriptions of the Merger Agreement, the Contribution Agreements and the Commitment Letters do not purport to be complete and are qualified in their entirety by reference to such agreements. Copies of the Merger Agreement, the Knowles Contribution Agreement, the Elliott Contribution Agreement and the Debt Commitment Letter are filed as Exhibits 99.1, 99.2, 99.3 and 99.4, respectively, hereto.
Item 4.	Purpose of Transaction
	This statement is being filed in connection with the Merger Agreement and the Contribution Agreements and the transactions contemplated thereby. The descriptions of those agreements in Item 3 are incorporated herein by reference. Upon the consummation of the Merger, (i) Issuer will become a wholly owned subsidiary of Buyer and (ii) each outstanding Share will be converted into the right to receive $18.50 in cash, without interest. All stock options issued under the Issuer’s 1994 Incentive Plan (the “1994 Plan”) vest immediately in connection with the Merger.  Holders of options under the 1994 Plan with an exercise price that is less than $18.50 per share will be given the opportunity to exchange those options for an amount of cash equal to the difference between $18.50 and the exercise price, less applicable taxes.  Options outstanding under the Issuer’s 2004 Equity Incentive Plan (the “2004 Plan”) will be cancelled in connection with the Merger.

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	Holders of options under the 2004 Plan with an exercise price of less than $18.50 per share shall receive, for each share subject to the option, the difference between the exercise price and $18.50, less applicable taxes, in the Merger.  Holders of options cancelled under the 2004 Plan with an exercise price greater than or equal to $18.50 per share shall receive $1.00 per award as consideration for the cancelled options. From and after the effective time of the Merger and pursuant to the Merger Agreement, (i) Dipanjan Deb, the sole director of Merger Sub, will serve as the sole director of Issuer until his successor is duly elected or appointed and qualified in accordance with applicable law, (ii) the officers of Merger Sub at the effective time will be the officers of the Issuer, and (iii) the certificate of incorporation and bylaws of Issuer shall be amended in accordance with the terms of the Merger Agreement.  Upon the closing of the Merger, the Issuer’s certificate of incorporation will provide for 10,000,000 shares of authorized Common Stock, par value $0.0001 per share, 100,000 shares of which will be issued and outstanding and held by Buyer. Under the terms of the Knowles Contribution Agreement, C. Harry Knowles agreed to contribute, subject to the terms and conditions thereof, the Knowles Contributed Shares to Buyer immediately prior to the closing of the Merger in exchange for approximately 15% of the Buyer Junior Preferred Stock and 15% of the Buyer Common Stock.  Under the terms of the Elliott Contribution Agreement, the Elliott Parties agreed to contribute, subject to the terms and conditions thereof, the Elliott Contributed Shares to Buyer immediately prior to the closing of the Merger in exchange for approximately 15% of the Buyer Junior Preferred Stock and 15% of the Buyer Common Stock.  As a result of these contributions and the investment by FPM pursuant to the Equity Commitment Letter, the Buyer will be owned by FPM, C. Harry Knowles and the Elliott Parties at the time of the consummation of the Merger. Pursuant to the Contribution Agreements, the Knowles Parties and the Elliott Parties have also agreed to vote (or cause to be voted) all Shares beneficially owned by them in favor of the Merger and against any alternative proposal to acquire Issuer and not to sell, transfer, grant any proxies, enter into any voting agreement or otherwise dispose of such Shares. The Knowles Parties beneficially own approximately 41.5% of the outstanding Shares and the Elliott Parties beneficially own approximately 7.5% of the outstanding Shares. In the event that the Merger Agreement is terminated under certain circumstances, the Knowles Parties have agreed, with respect to Shares owned by the Knowles Parties amounting to 35% of the total outstanding Shares, to vote such Shares against any alternative proposal to acquire Issuer and to be subject to certain restrictions on transfer of such Shares, in each case for a period of up to 10 months. Each of the Knowles Parties and the Elliott Parties has irrevocably appointed certain representatives of the Buyer as its lawful attorney and proxy in respect of such matters. Buyer has entered into a letter agreement (the “Elliott Letter Agreement”) dated September 12, 2006 with Elliott Associates, L.P., a copy of which is filed as Exhibit 99.5 hereto, pursuant to which Elliott Associates, L.P. or its assignee will, subject to the terms of such Elliott Letter Agreement, be entitled to receive a portion of any termination fee received by Buyer in connection with a termination of the Merger Agreement, a portion of which will be forfeited under certain circumstances in the event that the Elliott Parties fail to vote their Shares against an alternative proposal to acquire Issuer during the three-month period after a termination of the Merger Agreement. Following the Merger, the Shares will no longer be traded on The Nasdaq Global Market and registration of the Shares under the Exchange Act will be terminated. Except as set forth in this Schedule 13D and in connection with the Merger described above, Buyer has no plan or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of form Schedule 13D.
Item 5.	Interest in Securities of the Issuer
	(a) and (b)
	The following disclosure assumes there are 22,690,904 Shares outstanding, which the Issuer represented in the Merger Agreement to be the number of Shares outstanding as of September 11, 2006.  The following disclosure also assumes that (i) the Knowles Parties beneficially own 9,407,133 outstanding Shares, which the Knowles Parties disclosed they beneficially owned in a Schedule 13D filed on the date hereof (the “Knowles 13D”), and (ii) the Elliott Parties beneficially own 1,703,885 outstanding Shares, which the Elliott Parties disclosed they beneficially owned in a Schedule 13D/A filed on September 13, 2006. As a result of the Contribution Agreements and the Merger Agreement, the Reporting Persons may be deemed to be a member of a group, within the meaning of Rule 13d-5 of the Exchange Act, with the Elliott Parties and the Knowles Parties.  In addition, as a result of the voting provisions in the Contribution Agreements, the Reporting Persons may be deemed to beneficially own the 11,111,018 outstanding Shares beneficially owned by the Knowles Parties and the Elliott Parties, which constitute approximately 49.0% of the issued and outstanding Shares as of September 11, 2006.  The Knowles Parties disclosed in the Knowles 13D that they beneficially own an additional 195,000 Shares that are issuable upon exercise of a warrant held by C. Harry Knowles and Janet Knowles.  In the event Mr. and Mrs. Knowles exercise the warrant, the Reporting

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	Persons may be deemed to beneficially own the Shares issued upon exercise thereof. Each of the Reporting Persons (i) is not entitled to any rights as a stockholder of Issuer as to the Shares beneficially owned by the Knowles Parties and the Elliott Parties and (ii) disclaims all beneficial ownership of such Shares. Except as set forth in this Item 5(a), none of the Reporting Persons, and, to the knowledge of the Reporting Persons, any of the other persons named in Item 2 hereto, beneficially owns any Shares. (c) Except for the entry into the Merger Agreement and the Contribution Agreements and the transactions described in the following paragraph, to the knowledge of the Reporting Persons, no transactions in the Shares have been effected during the past 60 days by any person named in response to Item 5(a). The Reporting Persons have been advised that, except as disclosed in the Schedule 13D filed by the Knowles Parties on the date hereof, no transactions have been effected by the Knowles Parties in the Shares during the past 60 days.  The Reporting Persons have been advised that, except as disclosed in the Schedule 13D/A filed by the Elliott Parties and their affiliates on September 13, 2006, no transactions have been effected by the Elliott Parties in the Shares during the past 60 days. (d) To the knowledge of the Reporting Persons, no other person besides the Elliott Parties and the Knowles Parties and those persons for whose Shares the Elliott Parties and the Knowles Parties report beneficial ownership has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of Issuer reported herein. (e) Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
	See Items 3 and 4 for a description of the Merger Agreement, the Commitment Letters, the Contribution Agreements and the Elliott Letter Agreement. In connection with the negotiation of the transactions contemplated by the Merger Agreement, FPII entered into a letter agreement dated August 24, 2006 with Issuer, a copy of which is filed as Exhibit 99.6 hereto (the “Confidentiality Agreement”).  Pursuant to the Confidentiality Agreement, FPII agreed, among other things, to certain restrictions on its ability to (a) propose or effect: acquisitions of securities or assets of the Issuer or any of its subsidiaries; tender or exchange offers, mergers or business combinations involving the Issuer or any of its subsidiaries; recapitalizations, restructurings, liquidations, dissolutions, or other extraordinary transactions with respect to the Issuer or any of its subsidiaries; or the solicitation of proxies or consents to vote with respect to the voting securities of the Issuer; (b) form, join or in any way participate in a “group” (as defined under the Exchange Act); (c) take any action which might force the Issuer to make a public announcement regarding any of the types of matters set forth in (a) above; or (d) enter into any discussions or arrangements with or, assist, advise or encourage any third party with respect to any of the foregoing. Francisco Partners Management, LLC, a Delaware limited liability company (“FP Management”) and Buyer intend to enter into an Advisory Agreement, a form of which is filed as Exhibit 99.7 hereto, pursuant to which FP Management will be entitled to receive a $12.0 million fee from Buyer upon the consummation of the Merger and certain advisory and other fees. FP Management entered into a letter agreement dated September 12, 2006 with Elliott Associates, L.P., a copy of which is filed as Exhibit 99.8 hereto, pursuant to which Elliott Associates, L.P. or its assignees will be entitled to receive a portion of the $12.0 million fee payable to FP Management from Buyer upon the consummation of the Merger and certain advisory and other fees received by FP Management from Buyer. Except for the agreements described in this Item 6 and in Items 3, 4 and 5 above, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise), including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies, between the persons enumerated in Item 2, and any other person, with respect to any securities of the Issuer, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.

11

Item 7. Material to Be Filed as Exhibits

Exhibit 99.1	Agreement and Plan of Merger dated as of September 12, 2006 by and among Meteor Holding Corporation, Meteor Merger Corporation and Metrologic Instruments, Inc. (incorporated by reference to Exhibit 2.1 to Metrologic Instruments, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 13, 2006)
Exhibit 99.2	Contribution and Voting Agreement dated as of September 12, 2006 between Meteor Holding Corporation, Elliott Associates, L.P. and Elliott International, L.P.
Exhibit 99.3	Contribution and Voting Agreement dated as of September 12, 2006 by and among Meteor Holding Corporation and C. Harry Knowles and certain of his affiliates named therein.
Exhibit 99.4	Debt Commitment Letter dated September 11, 2006 from Morgan Stanley Senior Funding, Inc. to Meteor Holding Corporation
Exhibit 99.5	Letter Agreement regarding Termination Fee dated September 12, 2006 between Meteor Holding Corporation and Elliott Associates, L.P.
Exhibit 99.6	Letter Agreement regarding Confidentiality dated August 24, 2006 between Francisco Partners II, L.P. and Metrologic Instruments, Inc.
Exhibit 99.7	Form of Advisory Agreement between Meteor Holding Corporation and Francisco Partners Management, LLC
Exhibit 99.8	Letter Agreement regarding Advisory Fee dated September 12, 2006 between Francisco Partners Management, LLC and Elliott Associates, L.P.
Exhibit 99.9	Joint Filing Agreement dated September 22, 2006

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Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: September 22, 2006

METEOR HOLDING CORPORATION
By:	/s/ Dipanjan Deb
	Name:	Dipanjan Deb
	Title:	President
FP-METROLOGIC, LLC
By:	Francisco Partners II, L.P.
	Managing Member
By:	Francisco Partners GP II, L.P.,
	General Partner
By:	Francisco Partners GP II Management,
	LLC, General Partner
By:	/s/ Dipanjan Deb
	Name:	Dipanjan Deb
	Title:	Managing Member
FRANCISCO PARTNERS II, L.P.
By:	Francisco Partners GP II, L.P.,
	General Partner
By:	Francisco Partners GP II Management,
	LLC, General Partner
By:	/s/ Dipanjan Deb
	Name:	Dipanjan Deb
	Title:	Managing Member
FRANCISCO PARTNERS PARALLEL FUND
II, L.P.
By:	Francisco Partners GP II, L.P.,
	General Partner
By:	Francisco Partners GP II Management,
	LLC, General Partner
By:	/s/ Dipanjan Deb
	Name:	Dipanjan Deb
	Title:	Managing Member

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FRANCISCO PARTNERS GP II, L.P.
By:	Francisco Partners GP II Management,
	LLC, General Partner
By:	/s/ Dipanjan Deb
	Name:	Dipanjan Deb
	Title:	Managing Member
FRANCISCO PARTNERS GP II
MANAGEMENT, LLC
By:	/s/ Dipanjan Deb
	Name:	Dipanjan Deb
	Title:	Managing Member

14

EX-99.2

Exhibit 99.2

CONTRIBUTION AND VOTING AGREEMENT

CONTRIBUTION AND VOTING AGREEMENT, dated as of September 12, 2006 (this “Agreement”), between (i) Meteor Holding Corporation, a Delaware corporation (“Parent”), on the one hand, and (ii) each of (A) Elliott Associates, L.P., a Delaware limited partnership (“EA”) and (B) Elliott International, L.P., a Cayman Islands limited partnership (“EI”, and together with EA, the “Co-Investors”), on the other hand.  Unless expressly provided otherwise in this Agreement, capitalized terms defined in the Merger Agreement when used in this Agreement shall have the same meanings set forth in the Merger Agreement (defined below).

WHEREAS, concurrently with the execution and delivery of this Agreement, Parent has entered into an Agreement and Plan of Merger, dated as of the date hereof (as may be amended from time to time, the “Merger Agreement”), with Metrologic Instruments, Inc., a New Jersey corporation (the “Company”) and Meteor Merger Corporation, a New Jersey corporation (“Merger Sub”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation (the “Merger”) and as a wholly owned subsidiary of Parent;

WHEREAS, in connection with the consummation of the Merger, each of the Co-Investors shall become parties to a stockholders’ agreement in the form attached hereto as Exhibit A (the “Stockholders Agreement”);

WHEREAS, in connection with the consummation of the Merger, C. Harry Knowles (the “HK Investor”) and certain other parties have entered into a Contribution and Voting Agreement with Parent dated as of the date hereof (the “HK Agreement”) pursuant to which, among other things, the HK Investor has agreed to contribute shares of Company Common Stock (as defined herein) (the “HK Company Shares”) in exchange for shares of Parent Common Stock (as defined herein) and Parent Junior Preferred Stock (as defined herein) (the “HK Shares”), in accordance with the terms and conditions of the HK Agreement;

WHEREAS, in connection with the execution of the Merger Agreement, Parent has received certain financing commitments and agreements from FP-Metrologic, LLC (the “FP Investor”) with respect to the provision of equity financing to effect the Merger (the “Equity Financing Commitments”);

WHEREAS, in connection with the execution of the Merger Agreement, Parent has received certain financing commitments and agreements from Morgan Stanley Senior Funding, Inc.  (the “Lender”) with respect to the provision of debt financing to effect the Merger (the “Debt Financing Commitments”, and together with the Equity Financing Commitments, the “Financing Commitments”);

WHEREAS, the Co-Investors desire to contribute certain property to Parent as provided herein in exchange for the Co-Investor Shares (as defined herein), and it is intended that the issuance of the Co-Investor Shares in exchange for such property, when taken together with the issuance of the HK Shares in exchange for the HK Company Shares and the FP Investor’ purchase of the FP

Shares, will qualify as tax-free exchanges within the meaning of Section 351 of the Internal Revenue Code of 1986, as amended (the “Code”); and

WHEREAS, the parties hereto desire to make certain agreements, representations, warranties and covenants in connection with the Merger, the Merger Agreement, the Stockholders Agreement, the Financing Commitments and the transactions contemplated hereby and thereby (collectively, the “Transactions”).

NOW, THEREFORE, in consideration of the mutual covenants and conditions as hereinafter set forth, the parties hereto do hereby agree as follows:

I.CONTRIBUTIONS.

1.1Co-Investor Contributions.  At the Contribution Closing (as defined below), upon the terms and subject to the conditions of this Agreement, each of the Co-Investors hereby agrees, severally and not jointly, to transfer, contribute and deliver to Parent the number of shares of Common Stock, par value $0.01 per share, of the Company (the “Company Common Stock”) set forth opposite its name on Schedule I hereto (the “Co-Investor Contributions”).  In exchange for the Co-Investor Contributions, Parent hereby agrees to issue at the Contribution Closing to each of the Co-Investors the number of shares of Common Stock, par value $0.01 per share, of Parent (“Parent Common Stock”) and the number of shares of Junior Preferred Stock, par value $0.01 per share, of Parent (“Parent Junior Preferred Stock”) set forth opposite its name on Schedule II hereto (the “Co-Investor Shares”).  The allocation of shares of Parent Common Stock and Parent Junior Preferred Stock to be issued to each Co-Investor in exchange for the Co-Investor Contribution will be in the same relative proportion as the allocation of the shares of Parent Common Stock and Parent Junior Preferred Stock issued to the FP Investor in exchange for funding its Equity Financing Commitments (the “FP Shares”).  The Parent Junior Preferred Stock shall have the rights, preferences, privileges and restrictions set forth in the restated certificate of incorporation of Parent in substantially the form attached as Exhibit B hereto (the “Restated Certificate”).

1.2Delivery of Funds and Certificates.  Subject to the satisfaction (or waiver by the parties entitled to the benefit thereof) of the conditions set forth in Section 1.3 of this Agreement, the closing of the transactions contemplated hereby (the “Contribution Closing”) will take place at the offices of Wilson Sonsini Goodrich & Rosati, 650 Page Mill Road, Palo Alto, California 94304, or at such other location as the parties may mutually agree, immediately prior to the Closing (as defined in the Merger Agreement).  At the Contribution Closing, Parent will deliver to each of the Co-Investors duly executed certificates, registered in the Co-Investor’s name, representing the Co-Investor Shares being issued to such Co-Investor at the Contribution Closing, against the transfer, contribution and payment to Parent of the Co-Investor Contribution by such Co-Investor (including the delivery of certificates evidencing the applicable number of shares of Company Common Stock with respect to such Co-Investor duly endorsed to Parent or, if not held in certificated form, other evidence of transfer of such Company Common Stock reasonably acceptable to Parent), which shall represent payment in full for such Co-Investor Shares.

1.3Conditions to the Obligations of the Parties Hereunder.  The respective obligations of the Co-Investors to Parent to consummate the transactions contemplated by this Article I of this

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Agreement shall be several, and not joint, and shall be subject to and conditioned upon the following: (i) the representations and warranties of Parent set forth in this Agreement being true and correct in all material respects at and as of the Closing as if made at and as of the Closing; (ii) Parent’s compliance in all material respects with its obligations hereunder; (iii) the absence of any prohibition against the consummation of the transactions contemplated hereby by any applicable law, statute, rule, regulation, judgment or order of any governmental authority of competent jurisdiction; (iv) the filing by Parent of the Restated Certificate (which Restated Certificate shall provide that it is to be effective upon filing); (v) the furnishing of funds by the FP Investor to Parent in satisfaction of its obligations to Parent with respect to the Equity Financing Commitments and the execution by the FP Investor of the Stockholders Agreement; and (vi) the satisfaction or waiver by Parent (in accordance with this Agreement) and/or the Company, as applicable, of all of the conditions to the consummation of the Merger (as set forth in the Merger Agreement); provided that the satisfaction, or waiver by Parent, of the conditions to the consummation of the Merger set forth in Section 7.2(e) or Section 7.2(f) of the Merger Agreement shall not be a condition to the performance by the Co-Investors of their respective obligations to Parent hereunder.  Parent’s agreement with each Co-Investor is a separate agreement, and the issuance of Shares to each Co-Investor in exchange for such Co-Investor’s contribution in accordance with the terms hereof is a separate issuance of Shares.

1.4Termination.  This Agreement shall automatically terminate and the Transactions shall be abandoned if at any time prior to the Contribution Closing the Merger Agreement shall have been terminated, and upon such termination this Agreement shall immediately become void and there shall be no liability or obligation on the part of Parent or any of the Co-Investors under this Agreement; provided however, that: (a) any such termination of this Agreement shall not relieve any party from liability for any willful breach of this Agreement; and (b) Section 4.4 (Fees and Expenses), this Section 1.4 (Termination) and Article V (Miscellaneous) of this Agreement shall remain in full force and effect and survive any termination of this Agreement in accordance with its terms.

II.REPRESENTATIONS AND WARRANTIES.

2.1Representations and Warranties of Parent.  Parent represents and warrants to the Co-Investors as follows:

(a)Parent is a corporation duly incorporated, validly existing and in good standing under the laws of the state of Delaware and has all requisite corporate power and authority to execute and deliver this Agreement and the agreements contemplated hereby and to perform its obligations hereunder and thereunder.  The execution and delivery by Parent of this Agreement and the agreements contemplated hereby, the performance by Parent of its obligations hereunder and thereunder, and the consummation by Parent of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action, except for the approval of the Restated Certificate.  This Agreement has been duly executed and delivered by Parent and, assuming the due authorizations, executions and deliveries thereof by the other parties hereto, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors rights generally and by the effect of general

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principles of equity (regardless of whether enforcement is considered in a proceeding in equity or in law).  At the Contribution Closing, the Stockholders Agreement will have been duly executed and delivered by Parent and, assuming the due authorization, execution and delivery thereof by the other parties thereto, will constitute a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors rights generally and by the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or in law).

(b)The execution, delivery and performance by Parent of this Agreement and the Stockholders Agreement and the agreements contemplated hereby and thereby and the consummation by Parent of the transactions contemplated hereby and thereby do not and will not, with or without the giving of notice or the passage of time or both, (i) violate the provisions of any law, rule or regulation applicable to Parent or its properties or assets, (ii) upon obtaining the requisite approval of Parent’s board of directors and stockholders of the Restated Certificate and the effective filing of the Restated Certificate, violate the provisions of the certificate of incorporation or bylaws of Parent, (iii) violate, conflict with or result in any breach, default or contravention of, or the creation of any Lien under, any note, bond, mortgage, contract, agreement, license or other instrument or obligation to which Parent is a party or by which it or any of its assets are bound, except for such violations, conflicts, breaches, defaults, contraventions or Liens, that, individually or in the aggregate, are not reasonably likely to result in a material adverse effect on the ability of Parent to consummate the Transactions, or (iv) violate any judgment, decree, order or award of any court, governmental or quasi-governmental agency or arbitrator applicable to Parent or their properties or assets.

(c)No consent, approval, exemption or authorization is required to be obtained from, no notice is required to be given to and no filing is required to be made with any third party (including, without limitation, governmental and quasi-governmental agencies, authorities and instrumentalities of competent jurisdiction) by Parent in order (i) for each of this Agreement and the Stockholders Agreement to constitute a legal, valid and binding obligation of Parent or (ii) to authorize or permit the consummation by Parent of the issuance of the Co-Investor Shares, except (A) to the extent required pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and any similar applicable competition or antitrust laws, (B) the filing of the Restated Certificate with the Secretary of State of the State of Delaware and (C) such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the issuance of the Co-Investor Shares.

(d)As of the date hereof, the authorized capital stock of Parent consists of 1,000 shares of Parent Common Stock.  As of the date hereof, one (1) share of Parent Common Stock is issued and outstanding and held of record by the FP Investor.  There are no options, warrants or other rights to purchase capital stock of Parent, or securities convertible into or exercisable or exchangeable for capital stock of Parent, except pursuant to this Agreement, the HK Agreement and agreements to be entered into between Parent and the FP Investor to effect the Equity Financing Commitments.  Parent has delivered to the Co-Investors true and complete copies of its charter and bylaws as in effect on the date hereof.

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(e)The Co-Investor Shares, when issued and delivered in accordance with the terms hereof and upon receipt of payment required to be made hereunder, will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any mortgage, pledge, security interest, claim, encumbrance, lien or charge of any kind, excluding restrictions under applicable securities laws (each, a “Lien”), except as may be otherwise set forth in the Stockholders Agreement.

(f)Parent was organized solely for the purpose of effecting the Transactions and as of the Contribution Closing will have engaged in no activity other than in connection with the Transactions.

(g)Assuming (A) the Co-Investors satisfy their obligations with respect to the Co-Investor Contributions, (B) the HK Investor satisfy his obligations with respect to contributing the HK Company Shares in accordance with the HK Agreement (the “HK Contributions”) and (C) the FP Investor fund its obligations pursuant to the Equity Financing Commitments, in each case at or prior to the Contribution Closing, (i) the FP Investor, the HK Investor and the Co-Investors, when taken together, shall hold at least 80% of the voting stock of Parent and at least 80% of each class of nonvoting stock, if any, at the time of the Contribution Closing, and (ii) the Co-Investor Contributions, HK Contributions, the equity financing provided by the FP Investor, and the debt financing provided by the Lender, together with cash and fully liquid cash equivalents on the Company’s balance sheet as of the Closing, will be sufficient to pay the Merger Consideration (as defined in the Merger Agreement) and all expenses of Parent, the FP Investor, the HK Investor and the Co-Investors.

(h)Parent has no current plan or intention to reacquire any of the FP Shares, the HK Shares or the Co-Investor Shares.  Parent will not cause any action to be taken or fail to take any action that is reasonably likely to prevent the stock issuances to the Co-Investors and the HK Investor contemplated by this Agreement from qualifying as tax-free exchanges under Section 351 of the Code; provided, however, that Parent shall not be prohibited from taking any action that is permitted by this Agreement or any other agreement referenced herein.

(i)Parent (i) is an “accredited investor” within the definition of Regulation D promulgated by the Securities and Exchange Commission pursuant to the Securities Act, (ii) is experienced in evaluating and investing in private placement transactions of securities of companies in a similar stage of development and acknowledges that he is able to fend for itself, can bear the economic risk of its investment in the Company, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment in the Subject Shares and can afford a complete loss of its investment, (iii) understands that no public market will exist for the Subject Shares and there is no assurance that a pubic market will ever exist for the Subject Shares and (iv) understands that the Subject Shares may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Subject Shares or an available exemption from registration under the Securities Act, the Subject Shares must be held indefinitely.

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2.2Representations and Warranties of the Co-Investors.  Each of the Co-Investors represents and warrants, severally and not jointly, to Parent that:

(a)The execution and delivery by such Co-Investor of this Agreement and the Stockholders Agreement and the documents contemplated hereby and thereby, the performances by such Co-Investor of its obligations hereunder and thereunder and the consummations by such Co-Investor of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of such Co-Investor.  This Agreement has been duly executed and delivered by such Co-Investor and, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes a legal, valid and binding obligation of such Co-Investor, enforceable against such Co-Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors rights generally and by the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or in law).  At the Contribution Closing, the Stockholders Agreement will have been duly executed and delivered by such Co-Investor and, assuming the due authorization, execution and delivery thereof by the other parties thereto, will constitute a legal, valid and binding obligation of such Co-Investor, enforceable against such Co-Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors rights generally and by the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or in law).

(b)The execution, delivery and performance by such Co-Investor of this Agreement and the Stockholders Agreement and the agreements contemplated hereby and thereby and the consummation by such Co-Investor of the transactions contemplated hereby and thereby does not and will not, with or without the giving of notice or the passage of time or both, (i) subject to the receipt of any required antitrust approvals, violate in any material respect the provisions of any law, rule or regulation applicable to such Co-Investor or its properties or assets, (ii) violate the provisions of the constituent organizational documents or other governing instruments applicable to such Co-Investor, as amended to date, (iii) violate, conflict with or result in any breach, default or contravention of, or the creation of any Lien under, any note, bond, mortgage, contract, agreement, license or other instrument or obligation to which such Co-Investor is a party or by which it or any of its assets are bound, except for such violations, conflicts, breaches, defaults, contraventions or Liens, that, individually or in the aggregate, are not reasonably likely to result in a material adverse effect on the ability of such Co-Investor to consummate the Transactions, or (iv) violate in any material respect any judgment, decree, order or award of any court, governmental or quasi-governmental agency or arbitrator applicable to such Co-Investor or its properties or assets.

(c)Such Co-Investor (i) is an “accredited investor” within the definition of Regulation D promulgated by the Securities and Exchange Commission pursuant to the Securities Act, (ii) is experienced in evaluating and investing in private placement transactions of securities of companies in a similar stage of development and acknowledges that it is able to fend for itself, can bear the economic risk of such Co-Investor’s investment in Parent, and has such knowledge and experience in financial and business matters that such Co-Investor is capable of evaluating the merits and risks of the investment in the Co-Investor Shares and can afford a complete loss of its investment, (iii) has not been organized for the purpose of acquiring the Co-Investor Shares,

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(iv) understands that no public market now exists for the Co-Investor Shares and there is no assurance that a pubic market will ever exist for the Co-Investor Shares and (v) understands that the Co-Investor Shares may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Co-Investor Shares or an available exemption from registration under the Securities Act, the Co-Investor Shares must be held indefinitely.

(d)Such Co-Investor’s total beneficial ownership of shares of outstanding Company Common Stock as of the date hereof is accurately set forth opposite such Co-Investor’s name on Schedule III hereto, and each of such shares representing Co-Investor Contributions when transferred and delivered to Parent, upon the terms and subject to the conditions set forth herein, will be free and clear of all Liens.

(e)Such Co-Investor (i) has no binding commitment to dispose of any of the Co-Investor Shares; (ii) has not engaged in any discussions with third parties concerning the potential sale of the Co-Investor Shares; and (iii) will not intentionally cause any action to be taken that is reasonably likely to prevent the transactions contemplated by this Agreement from qualifying as a tax-free exchange under Section 351 of the Code.

(f)No agent, broker, investment banker, financial advisor or other firm or Person is or shall be entitled, as a result of any action, agreement or commitment of such Co-Investor or any of its Affiliates, to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with any of the Transactions.

III.VOTING AND EXCLUSIVITY.

3.1Voting; Proxy.

(a)Each of the Co-Investors agrees to vote or consent (or cause to be voted or consented), in person or by proxy, all shares of Company Common Stock beneficially owned or held of record by such Co-Investor or to which such Co-Investor has, directly or indirectly, the right to vote or direct the voting (the “Subject Shares”) in favor of the Merger Agreement, the Merger and the other Transactions and any other matter required to effect the Transactions (including one or more adjournments if necessary to solicit additional proxies if there are insufficient votes at the time of any meeting held to approve the Merger Agreement) at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of the Company called to consider such matters; and in the event the approval of such matters is sought through an action by written consent of the stockholders in lieu of a meeting, to timely execute and deliver such written consent in favor of such matters.

(b)Each of the Co-Investors agrees to vote or consent (or cause to be voted or consented), in person or by proxy, all Subject Shares (i) against any Acquisition Proposal or any agreement or transaction with respect to any Acquisition Proposal and (ii) against any amendment of the Company’s certificate of incorporation or bylaws or other proposal or transaction involving the Company or any of its Subsidiaries (as defined in the Merger Agreement), which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the

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Merger, the Merger Agreement or any of the other Transactions or change in any manner the voting rights of Company Common Stock, in each case at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of the Company called to consider such matters; and in the event the approval of such matters is sought through an action by written consent of the stockholders in lieu of a meeting, to not consent to such action.

(c)In order to effectuate the parties’ intent under Section 3.1(a) and Section 3.1(b), each Co-Investor hereby grants to Dipanjan Deb, David ibnAle and Andrew Kowal, with full power of substitution and resubstitution, an irrevocable proxy, which proxy is coupled with an interest, to exercise all voting, consent and similar rights of the Co-Investor with respect to the Subject Shares (including, without limitation, the power to execute and deliver written consents) at every annual, special, adjourned or postponed meeting of stockholders of the Company and in every written consent in lieu of such meeting: (i) in favor of the Merger Agreement, the Merger and the other Transactions and any other matter required to effect the Transactions (including in favor of one or more adjournments if necessary to solicit additional proxies if there are insufficient votes at the time of any meeting held to approve the Merger Agreement); (ii) against any Acquisition Proposal or any agreement or transaction with respect to any Acquisition Proposal; and (iii) against any amendment of the Company’s certificate of incorporation or bylaws or other proposal or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other Transactions or change in any manner the voting rights of Company Common Stock.

3.2Transfer.  Except for the Co-Investor Contributions to Parent, the proxy granted pursuant to Section 3.1(c), and the transfer of the Subject Shares pursuant to the Merger Agreement, each Co-Investor agrees not to, directly or indirectly, sell, transfer, pledge, hypothecate, distribute or otherwise dispose of any Subject Shares or grant any proxies, deposit any Subject Shares into any voting trust, or enter into any voting agreement, with respect to such Subject Shares, provided, however, that a Co-Investor may transfer or assign Subject Shares to a Permitted Transferee (as such term is defined in the Stockholders Agreement with respect to the Co-Investors) so long as (i) Parent is given written notice prior to said transfer or assignment, stating the name and address of the Permitted Transferee and specifying the number of Subject Shares that are intended to be transferred or assigned and (ii) the Permitted Transferee assumes in writing the obligations of the transferring Co-Investor under this Agreement.

3.3Exclusivity.  Each Co-Investor shall not, and it shall cause each of its Subsidiaries, Affiliates (except the Company) and its and their respective Representatives acting on their behalf to not, directly or indirectly, (i) solicit, initiate, encourage, or induce the making, submission or announcement of, any inquiry, proposal or offer with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal, (ii) furnish to any Person (other than to its Representatives or to Parent or any designees of Parent) any non-public information relating to the Company or any of its Subsidiaries, or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to any Person (other than to its Representatives or to Parent or any designees of Parent), or take any other action intended to assist or facilitate any inquiries or the making of any proposal or offer that constitutes, or that could reasonably be expected to lead to, an Acquisition Proposal, (iii) participate or engage in discussions or negotiations with any Person with respect to, or

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that could reasonably be expected to lead to, an Acquisition Proposal, (iv) approve, endorse or recommend an Acquisition Proposal, or (v) enter into any letter of intent, memorandum of understanding, agreement in principle or Contract (as defined in the Merger Agreement) contemplating or otherwise relating to an Acquisition Proposal.  Each Co-Investor shall, and shall cause each of its Subsidiaries and its and their respective Representatives acting on its behalf to, immediately cease any and all existing activities, discussions or negotiations with any Persons conducted heretofore with respect to, or that could reasonably be expected to lead to, any Acquisition Proposal.

3.4Certain Definitions.  For purposes of this Agreement, the following terms will have the following meanings:

“Acquisition Proposal” means any proposal or offer (i) relating to a merger, reorganization, consolidation, dissolution, sale of substantial assets, tender offer, exchange offer, recapitalization, liquidation, dissolution, joint venture, share exchange or other business combination involving the Company or any of its Subsidiaries, (ii) for the issuance by the Company of 20% or more of its total outstanding voting securities or (iii) to acquire in any manner, directly or indirectly, 20% or more of the capital stock or assets of the Company or any of its Subsidiaries, in each case other than the Merger and the other Transactions.

“Affiliate” means, when used with respect to any party, any Person who is an “affiliate” of that party within the meaning of Rule 405 promulgated under the Securities Act.

“Person” means any individual, corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any limited liability company or joint stock company), firm or other enterprise, association, organization, entity or Governmental Entity (as defined in the Merger Agreement).

“Representative” means, with respect to any Person, its directors, officers or other employees, Affiliates, or any investment banker, attorney, accountant or other advisor or representative retained by such Person.

“Subsidiary” means, with respect to any Person, any corporation, partnership, trust, limited liability company or other non-corporate business enterprise in which such party (or another Subsidiary of such party) holds stock or other ownership interests representing (A) more that 50% of the voting power of all outstanding stock or ownership interests of such entity, (B) the right to receive more than 50% of the net assets of such entity available for distribution to the holders of outstanding stock or ownership interests upon a liquidation or dissolution of such entity or (C) a general or managing partnership interest in such entity.

IV.OTHER COVENANTS.

4.1Merger Agreement.  The parties hereto acknowledge and agree that Parent will have sole discretion with respect to (a) determining whether the conditions set forth in the Merger Agreement have been satisfied by the appropriate parties thereto and/or whether to waive any of

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such conditions pursuant to the terms of the Merger Agreement, and (b) the manner and timing of Parent’s compliance with the covenants applicable to Parent under the Merger Agreement.

4.2Amendment of Certificate of Incorporation of Parent.  At or prior to the Contribution Closing, Parent agrees to cause its certificate of incorporation to be amended and restated to read as set forth in the Restated Certificate and to file the Restated Certificate with the Secretary of State of the State of Delaware.

4.3Financing Documents.  The parties hereto acknowledge and agree that Parent will have sole discretion with respect to the negotiation of definitive debt financing documents with the Lender (or any other debt financing sources) and any supporting lenders based upon the Debt Financing Commitments.

4.4Fees and Expenses.

(a)Subject to Section 4.4(b), the Expenses incurred by each party hereto will be borne by the party incurring such Expenses.

(b)Parent shall reimburse each Co-Investor for its reasonable out-of-pocket Expenses; provided, however, that Parent shall have no obligation under this Section 4.4(b) to a Co-Investor in the event the Co-Investor fails to make the Co-Investor Contribution at the Contribution Closing if such Co-Investor Contribution is required to be made by the terms hereof.

(c)For purposes of this Agreement, “Expenses” shall mean, with respect to a party, the fees and expenses incurred by that party in connection with the authorization, preparation, negotiation, execution and performance of this Agreement, the Restated Certificate, the Stockholders Agreement, any related agreements and the transactions contemplated hereby and thereby (including the fees and expenses of counsel, accountants, investment bankers, financing sources and consultants).

4.5Agreement to Cooperate; Further Assurances.  Subject to the terms and conditions of this Agreement, each party hereto shall use its commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to satisfy its obligations hereunder.

4.6Notification of Certain Matters.  Each Co-Investor shall give prompt notice to Parent, and Parent shall give prompt notice to each Co-Investor, as the case may be, of (a) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of such Co-Investor or Parent, as the case may be, contained in this Agreement to be untrue or inaccurate at or prior to the Contribution Closing and (b) any failure of Parent or such Co-Investor, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 4.6 shall not limit or otherwise affect any remedies available to the party receiving such notice.  No disclosure by any party pursuant to this Section 4.6 shall prevent or cure any misrepresentations, breach of warranty or breach of covenant.

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4.7Public Statements.  Before any of the Co-Investors shall release any statements concerning this Agreement, the Merger Agreement, the Stockholders Agreement, the Financing Commitments, the Transactions or any of the matters contemplated hereby and thereby which is intended for or may result in public dissemination thereof, such Co-Investor shall cooperate with the other parties hereto and provide the other parties the reasonable opportunity to review and comment upon any such statements and, unless otherwise required by law, shall not release or permit release of any such information without the consent of the other parties, which shall not be unreasonably withheld.

4.8Execution of Stockholders’ Agreement.  At the Contribution Closing, each of the Co-Investors shall execute and deliver to the other parties thereto the Stockholders Agreement.

4.9Tax Matters. Parent and each of the Co-Investors agree to report the transactions contemplated by this Agreement in a manner consistent with the intent of the parties hereto that such transactions qualify as a tax-free exchange within the meaning of Section 351 of the Code, and each such party agrees that it will not take a position inconsistent therewith.  Parent and each of the Co-Investors hereby agrees to timely file the information required by Treas. Reg. Section 1.351-3 with its income tax return for the year in which the transactions contemplated by this Agreement occur and to comply with the record keeping requirements of Treas. Reg. Section 1.351-3.

4.10Senior Preferred Stock.  Parent agrees that it will not issue any shares of its Senior Preferred Stock, par value $0.01 per share, to be authorized in the Restated Certificate, unless the Company fails to consummate the transaction contemplated by Section 5.1(e) of the Company Disclosure Letter in accordance with the terms of the Merger Agreement prior to the Contribution Closing.

V.MISCELLANEOUS.

5.1Notices.  All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by telecopy, telegraph or telex), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered by hand, or three days after being deposited in the mail, postage prepaid, or, in the case of telecopy notice, when received, or, in the case of telegraphic notice, when delivered to the telegraph company, or, in the case of telex notice, when sent, answerback received, addressed as follows to Parent and the Co-Investors, or to such other address as may be hereafter notified by the parties hereto:

(a)if to Parent or Merger Sub, to it at the following address:

Meteor Holding Corporation
c/o Francisco Partners
2882 Sand Hill Road, Suite 280
Menlo Park, CA 94025
Attn:	Dipanjan Deb
	Ann Savellano
Telecopy: 650-233-2999

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with a copy to:
Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto, CA  94304
Attn:	Larry W. Sonsini
	John A. Fore
	Robert T. Ishii
Telecopy: 650-493-6811

(b)If to a Co-Investor, to it at its address set forth in the Stockholders Agreement.

5.2Governing Law; Consent to Jurisdiction.  This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of New York.  Each of the parties to this Agreement (a) hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York in any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, (b) agrees that all claims in respect of such action or proceeding may be heard and determined in any such court, (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of the transaction contemplated by this Agreement in any other court.  Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto.  Each of the parties hereby consents to service of process in any such proceeding in any manner permitted by applicable law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 5.1 hereof is reasonably calculated to give actual notice.

5.3Waiver of Jury Trial.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

5.4Successors.  All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure to the benefit of and are enforceable by, the parties and their respective successors.

5.5Assignment.  Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise by any of the parties hereto without the prior written consent of the other parties, and any such assignment without such prior written consent shall be null and void; provided that

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notwithstanding the foregoing, Parent may assign its rights and obligations hereunder to any Affiliate without the prior written consent of the other parties hereto; provided further that (a) no such assignment shall relieve Parent of its obligations hereunder, and (b) any such assignment shall be economically neutral to the Co-Investors. 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 permitted assigns.

5.6Counterparts.  This Agreement may be executed in two or more counterparts, and by different parties on separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

5.7Interpretation.  The article and section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement.  The parties hereto have participated jointly in the negotiation and drafting of this Agreement.  If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party because of the authorship of any provision of this Agreement.

5.8Survival.  The representations and warranties contained herein will survive the Contribution Closing.

5.9Amendments and Waivers.  No amendment, modification or supplement to the Agreement shall be enforced against any party unless such amendment, modification or supplement is in writing and signed by Parent and each of the Co-Investors.  Any waiver by any party of any term of this Agreement shall not operate as or be construed to be a waiver of any other term of this Agreement.  Any waiver must be in writing and signed by the Party charged therewith.

5.10Integration.  This Agreement, the Merger Agreement, the Stockholders Agreement, the letter agreement between Parent and EA of even date herewith regarding sharing of certain fees, and the documents referred to herein and therein or delivered pursuant hereto or thereto contain the entire understanding of the parties with respect to the subject matter hereof and thereof.  There are no agreements, representations, warranties, covenants or undertakings with respect to the subject matter hereof and thereof other than those expressly set forth herein and therein.  This Agreement supersedes all prior agreements and understandings between the parties with respect to this subject matter.  There are no third party beneficiaries having rights under or with respect to this Agreement.

5.11Severability.  The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof.

5.12Specific Performance.  The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that the parties 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 addition to any other remedy to which they are entitled at law or in equity.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, Parent and the Co-Investors have executed this Agreement as of the day and year first above written.

METEOR HOLDING CORPORATION
By:	/s/ David T. ibnAle
	Name: David T. ibnAle
	Title:   Vice President and Treasurer

ELLIOTT ASSOCIATES, L.P.
By:		ELLIOTT CAPITAL ADVISORS, L.P.
		its General Partner
By:		BRAXTON ASSOCIATES, INC.
		its General Partner
By	/s/ Elliot Greenberg
	Name:  Elliot Greenberg
	Title:    Vice President

ELLIOTT INTERNATIONAL, L.P.
By:		ELLIOTT INTERNATIONAL CAPITAL
		ADVISORS INC. as Attorney-in-Fact
By	/s/ Elliot Greenberg
	Name:  Elliot Greenberg
	Title:    Vice President

Schedule I

Co-Investor Contributions

Co-Investor	Co-Investor Contribution (shares of Company Common Stock)
Elliott Associates, L.P.	681,553
Elliott International, L.P.	1,022,332

Schedule II

Co-Investor Shares

Co-Investor	Shares of  Parent Common Stock	Shares of  Parent Junior Preferred Stock
Elliott Associates, L.P.	5,043,492	11,348
Elliott International, L.P.	7,565,257	17,022

Schedule III

Co-Investor Beneficial Ownership

Co-Investor	Beneficial Ownership (Shares of Company Common Stock)
Elliott Associates, L.P.	681,553
Elliott International, L.P.	1,022,332

EX-99.3

Exhibit 99.3

CONTRIBUTION AND VOTING AGREEMENT

CONTRIBUTION AND VOTING AGREEMENT, dated as of September 12, 2006 (this “Agreement”), between (i) Meteor Holding Corporation, a Delaware corporation (“Parent”), on the one hand, and (ii) each of (A) C. Harry Knowles, an individual (“HK”), (B) Janet H. Knowles, an individual (“JK”, and together with HK, the “Founder Individuals”), (C) each of the Trust under Agreement of C. Harry Knowles dated 4/8/94 FBO Diann H. Lynmam, Trust under Agreement of C. Harry Knowles dated 4/8/94 FBO Donnah M. Starzynski, Trust under Agreement of C. Harry Knowles dated 4/8/94 FBO Harry H. Knowles, II, Trust under Agreement of C. Harry Knowles dated 4/8/94 FBO Marjorie B. Knowles, Trust under Agreement of C. Harry Knowles dated 4/8/94 FBO Robert H. Knowles, and The C. Harry Knowles Grantor Retained Annuity Trust No. 1 (collectively, the “Family Trusts”); and (D) Janet H. and C. Harry Knowles Foundation, Inc., a New Jersey nonprofit corporation, The Knowles Charitable Foundation, a New Jersey Nonprofit Corporation, a New Jersey nonprofit corporation, and The C. Harry Knowles Charitable Remainder Annuity Trust No. 1 (collectively, the “Charitable Entities”, and, together with the Family Trusts, the “Entity Parties”), on the other hand.  The Founder Individuals and the Entity Parties are herein collectively referred to as the “Shareholder Parties.”  Unless expressly provided otherwise in this Agreement, capitalized terms defined in the Merger Agreement when used in this Agreement shall have the same meanings set forth in the Merger Agreement (defined below).

WHEREAS, concurrently with the execution and delivery of this Agreement, Parent has entered into an Agreement and Plan of Merger, dated as of the date hereof (as may be amended from time to time, the “Merger Agreement”), with Metrologic Instruments, Inc., a New Jersey corporation (the “Company”) and Meteor Merger Corporation, a New Jersey corporation (“Merger Sub”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation (the “Merger”) and as a wholly owned subsidiary of Parent;

WHEREAS, in connection with the consummation of the Merger, HK shall become party to a stockholders’ agreement in the form attached hereto as Exhibit A (the “Stockholders Agreement”);

WHEREAS, in connection with the consummation of the Merger, Elliott Associates, L.P. and Elliott International, L.P. (the “EA Investors”) have entered into a Contribution and Voting Agreement with Parent dated as of the date hereof (the “EA Agreement”) pursuant to which, among other things, the EA Investors have agreed to contribute shares of Company Common Stock (as defined herein) (the “EA Company Shares”) in exchange for shares of Parent Common Stock (as defined herein) and Parent Junior Preferred Stock (as defined herein) (the “EA Shares”), in accordance with the terms and conditions of the EA Agreement;

WHEREAS, in connection with the execution of the Merger Agreement, Parent has received certain financing commitments and agreements from FP-Metrologic, LLC (the “FP Investor”) with respect to the provision of equity financing to effect the Merger (the “Equity Financing Commitments”);

WHEREAS, in connection with the execution of the Merger Agreement, Parent has received certain financing commitments and agreements from Morgan Stanley Senior Funding, Inc. (the “Lender”) with respect to the provision of debt financing to effect the Merger (the “Debt Financing Commitments”, and together with the Equity Financing Commitments, the “Financing Commitments”);

WHEREAS, HK desires to contribute certain property to Parent as provided herein in exchange for the HK Shares (as defined herein), and it is intended that the issuance of the HK Shares in exchange for such property, when taken together with the issuance of the EA Shares in exchange for the EA Company Shares and the FP Investor’s purchase of the FP Shares, will qualify as tax-free exchanges within the meaning of Section 351 of the Internal Revenue Code of 1986, as amended (the “Code”); and

WHEREAS, the parties hereto desire to make certain agreements, representations, warranties and covenants in connection with the Merger, the Merger Agreement, the Stockholders Agreement, the Financing Commitments and the transactions contemplated hereby and thereby (collectively, the “Transactions”).

NOW, THEREFORE, in consideration of the mutual covenants and conditions as hereinafter set forth, the parties hereto do hereby agree as follows:

I.CONTRIBUTIONS.

1.1HK Contribution.  At the Contribution Closing (as defined below), upon the terms and subject to the conditions of this Agreement, HK hereby agrees to transfer, contribute and deliver to Parent the number of shares of Common Stock, par value $0.01 per share, of the Company (the “Company Common Stock”) set forth opposite his name on Schedule I hereto (the “HK Contribution”).  In exchange for the HK Contribution, Parent hereby agrees to issue at the Contribution Closing to HK the number of shares of Common Stock, par value $0.01 per share, of Parent (“Parent Common Stock”) and the number of shares of Junior Preferred Stock, par value $0.01 per share, of Parent (“Parent Junior Preferred Stock”) set forth opposite his name on Schedule II hereto (the “HK Shares”).  The allocation of shares of Parent Common Stock and Parent Junior Preferred Stock to be issued to HK in exchange for the HK Contribution will be in the same relative proportion as the allocation of the shares of Parent Common Stock and Parent Junior Preferred Stock issued to the FP Investor in exchange for funding its Equity Financing Commitments (the “FP Shares”).  The Parent Junior Preferred Stock shall have the rights, preferences, privileges and restrictions set forth in the restated certificate of incorporation of Parent in substantially the form attached as Exhibit B hereto (the “Restated Certificate”).

1.2Delivery of Funds and Certificates.  Subject to the satisfaction (or waiver by the parties entitled to the benefit thereof) of the conditions set forth in Section 1.3 of this Agreement, the closing of the transactions contemplated hereby (the “Contribution Closing”) will take place at the offices of Wilson Sonsini Goodrich & Rosati, 650 Page Mill Road, Palo Alto, California 94304, or at such other location as the parties may mutually agree, immediately prior to the Closing (as defined in the Merger Agreement).  At the Contribution Closing, Parent will deliver to HK duly executed certificates, registered in HK’s name, representing the HK Shares being issued to HK at the

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Contribution Closing, against the transfer, contribution and payment to Parent of the HK Contribution by HK (including the delivery of certificates evidencing the applicable number of shares of Company Common Stock with respect to HK duly endorsed to Parent or, if not held in certificated form, other evidence of transfer of Company Common Stock reasonably acceptable to Parent), which shall represent payment in full for such HK Shares.

1.3Conditions to the Obligations of the Parties Hereunder.  The obligations of HK to Parent to consummate the transactions contemplated by this Article I of this Agreement shall be subject to and conditioned upon the following: (i) the representations and warranties of Parent set forth in this Agreement being true and correct in all material respects at and as of the Closing as if made at and as of the Closing, (ii) Parent’s compliance in all material respects with its obligations hereunder, (iii) the absence of any prohibition against the consummation of the transactions contemplated hereby by any applicable law, statute, rule, regulation, judgment or order of any governmental authority of competent jurisdiction, (iv) the filing by Parent of the Restated Certificate (which Restated Certificate shall provide that it is to be effective upon filing), (v) the furnishing of funds by the FP Investor to Parent in satisfaction of its obligations to Parent with respect to the Equity Financing Commitments and the execution by the FP Investor of the Stockholders Agreement; and (vi) the satisfaction or waiver by Parent (in accordance with this Agreement) and/or the Company, as applicable, of all of the conditions to the consummation of the Merger (as set forth in the Merger Agreement); provided that the satisfaction, or waiver by Parent, of the conditions to the consummation of the Merger set forth in Section 7.2(e) or Section 7.2(f) of the Merger Agreement shall not be a condition to the performance by HK of his obligations to Parent hereunder.

1.4Termination.  This Agreement shall automatically terminate and the Transactions shall be abandoned if at any time prior to the Contribution Closing the Merger Agreement shall have been terminated, and upon such termination this Agreement shall immediately become void and there shall be no liability or obligation on the part of Parent or any of the Shareholder Parties under this Agreement; provided however, that: (a) any such termination of this Agreement shall not relieve any party from liability for any willful breach of this Agreement; (b) in the event that the Merger Agreement is terminated (i) pursuant to Section 8.1(e) or (h) of the Merger Agreement or pursuant to Section 8.1(c) of the Merger Agreement in an action or proceeding brought with respect to an Acquisition Proposal, or (ii) pursuant to Section 8.1(b), (d) or (f) of the Merger Agreement and, after the date hereof and prior to such termination, any Acquisition Proposal shall have been made known to the Company or publicly disclosed, Article III (Voting and Exclusivity) of this Agreement shall remain in full force and effect and survive any termination of this Agreement until the 6-month anniversary of the date the Merger Agreement is terminated, provided that in the event that the Company has entered into an Alternative Acquisition Agreement prior to the 6-month anniversary of the date the Merger Agreement is terminated, then Article III of this Agreement shall remain in full force and effect with respect to the Acquisition Proposal contemplated by such Alternative Acquisition Agreement for an additional 4-month period; and (c) Section 4.4 (Fees and Expenses), this Section 1.4 (Termination) and Article V (Miscellaneous) of this Agreement shall remain in full force and effect and survive any termination of this Agreement in accordance with its terms.

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II.REPRESENTATIONS AND WARRANTIES AND COVENANTS.

2.1Representations and Warranties of Parent.  Parent represents and warrants to HK as follows:

(a)Parent is a corporation duly incorporated, validly existing and in good standing under the laws of the state of Delaware and has all requisite corporate power and authority to execute and deliver this Agreement and the agreements contemplated hereby and to perform its obligations hereunder and thereunder.  The execution and delivery by Parent of this Agreement and the agreements contemplated hereby, the performance by Parent of its obligations hereunder and thereunder, and the consummation by Parent of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action, except for the approval of the Restated Certificate.  This Agreement has been duly executed and delivered by Parent and, assuming the due authorizations, executions and deliveries thereof by the other parties hereto, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors rights generally and by the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or in law).  At the Contribution Closing, the Stockholders Agreement will have been duly executed and delivered by Parent and, assuming the due authorization, execution and delivery thereof by the other parties thereto, will constitute a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors rights generally and by the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or in law).

(b)The execution, delivery and performance by Parent of this Agreement and the Stockholders Agreement and the agreements contemplated hereby and thereby and the consummation by Parent of the transactions contemplated hereby and thereby do not and will not, with or without the giving of notice or the passage of time or both, (i) violate the provisions of any law, rule or regulation applicable to Parent or its properties or assets, (ii) upon obtaining the requisite approval of Parent’s board of directors and stockholders of the Restated Certificate and the effective filing of the Restated Certificate, violate the provisions of the certificate of incorporation or bylaws of Parent, or (iii) violate, conflict with or result in any breach, default or contravention of, or the creation of any Lien under, any note, bond, mortgage, contract, agreement, license or other instrument or obligation to which Parent is a party or by which it or any of its assets are bound, except for such violations, conflicts, breaches, defaults, contraventions or Liens, that, individually or in the aggregate, are not reasonably likely to result in a material adverse effect on the ability of Parent to consummate the Transactions, or (iv) violate any judgment, decree, order or award of any court, governmental or quasi-governmental agency or arbitrator applicable to Parent or their properties or assets.

(c)No consent, approval, exemption or authorization is required to be obtained from, no notice is required to be given to and no filing is required to be made with any third party (including, without limitation, governmental and quasi-governmental agencies, authorities and instrumentalities of competent jurisdiction) by Parent in order (i) for each of this Agreement and the

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Stockholders Agreement to constitute a legal, valid and binding obligation of Parent or (ii) to authorize or permit the consummation by Parent of the issuance of the HK Shares, except (A) to the extent required pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and any similar applicable competition or antitrust laws, (B) the filing of the Restated Certificate with the Secretary of State of the State of Delaware and (C) such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the issuance of the HK Shares.

(d)As of the date hereof, the authorized capital stock of Parent consists of 1,000 shares of Parent Common Stock.  As of the date hereof, one (1) share of Parent Common Stock is issued and outstanding and held of record by the FP Investor.  There are no options, warrants or other rights to purchase capital stock of Parent, or securities convertible into or exercisable or exchangeable for capital stock of Parent, except pursuant to this Agreement, the EA Agreement and agreements to be entered into between Parent and the FP Investor to effect the Equity Financing Commitments.  Parent has delivered to HK true and complete copies of its charter and bylaws as in effect on the date hereof.

(e)The HK Shares, when issued and delivered in accordance with the terms hereof and upon receipt of payment required to be made hereunder, will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any mortgage, pledge, security interest, claim, encumbrance, lien or charge of any kind, excluding restrictions under applicable securities laws (each, a “Lien”), except as may be otherwise set forth in the Stockholders Agreement.

(f)Parent was organized solely for the purpose of effecting the Transactions and as of the Contribution Closing will have engaged in no activity other than in connection with the Transactions.

(g)Assuming (A) HK satisfies his obligations with respect to the HK Contribution, (B) the EA Investors satisfy their obligations with respect to contributing the EA Company Shares in accordance with the EA Agreement (the “EA Contributions”) and (C) the FP Investor funds its obligations pursuant to the Equity Financing Commitments, in each case at or prior to the Contribution Closing, (i) the FP Investor, the EA Investors and HK, when taken together, shall hold at least 80% of the voting stock of Parent and at least 80% of each class of nonvoting stock, if any, at the time of the Contribution Closing, and (ii) the HK Contributions, the EA Contributions, the equity financing provided by the FP Investor, and the debt financing provided by the Lender, together with cash and fully liquid cash equivalents on the Company’s balance sheet as of the Closing, will be sufficient to pay the Merger Consideration (as defined in the Merger Agreement) and all expenses of Parent, the FP Investor, HK and the EA Investors.

(h)Parent has no current plan or intention to reacquire any of the FP Shares, the EA Shares or the HK Shares.  Parent will not cause any action to be taken or fail to take any action that is reasonably likely to prevent the stock issuances to HK and EA contemplated by this Agreement from qualifying as tax-free exchanges under Section 351 of the Code; provided, however, that Parent shall not be prohibited from taking any action that is permitted by this Agreement or any other agreement referenced herein.

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(i)Parent (i) is an “accredited investor” within the definition of Regulation D promulgated by the Securities and Exchange Commission pursuant to the Securities Act, (ii) is experienced in evaluating and investing in private placement transactions of securities of companies in a similar stage of development and acknowledges that he is able to fend for itself, can bear the economic risk of its investment in the Company, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment in the Subject Shares and can afford a complete loss of its investment, (iii) understands that no public market will exist for the Subject Shares and there is no assurance that a pubic market will ever exist for the Subject Shares and (iv) understands that the Subject Shares may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Subject Shares or an available exemption from registration under the Securities Act, the Subject Shares must be held indefinitely.

2.2Representations and Warranties of the Entity Parties.  Each of the Entity Parties represents and warrants, severally and not jointly, to Parent that:

(a)The execution and delivery by such Entity Parties of this Agreement and the documents contemplated hereby and thereby, the performances by such Entity Party of its obligations hereunder and thereunder and the consummations by such Entity Party of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of such Entity Party.  This Agreement has been duly executed and delivered by such Entity Party and, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes a legal, valid and binding obligation of such Entity Party, enforceable against such Entity Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors rights generally and by the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or in law).

(b)The execution, delivery and performance by such Entity Party of this Agreement and the agreements contemplated hereby and the consummation by such Entity Party of the transactions contemplated hereby and thereby does not and will not, with or without the giving of notice or the passage of time or both, (i) subject to the receipt of any required antitrust approvals, violate in any material respect the provisions of any law, rule or regulation applicable to such Entity Party or its properties or assets, (ii) violate the provisions of the constituent organizational documents or other governing instruments applicable to such Entity Party, as amended to date, (iii) violate, conflict with or result in any breach, default or contravention of, or the creation of any Lien under, any note, bond, mortgage, contract, agreement, license or other instrument or obligation to which such Entity Party is a party or by which it or any of its assets are bound, except for such violations, conflicts, breaches, defaults, contraventions or Liens, that, individually or in the aggregate, are not reasonably likely to result in a material adverse effect on the ability of such Entity Party to consummate the Transactions, or (iv) violate in any material respect any judgment, decree, order or award of any court, governmental or quasi-governmental agency or arbitrator applicable to such Entity Party or its properties or assets.

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(c)Such Entity Party’s total beneficial ownership of shares of outstanding Company Common Stock as of the date hereof is accurately set forth opposite such Entity Party’s name on Schedule III hereto.

(d)No agent, broker, investment banker, financial advisor or other firm or Person is or shall be entitled, as a result of any action, agreement or commitment of such Entity Party or any of its Affiliates, to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with any of the Transactions, except to the extent applicable, Morgan Stanley & Co. Incorporated (“Morgan Stanley”) as more particularly described in Section 2.3(f).

2.3Representations and Warranties of HK.  HK represents and warrants, severally and not jointly, to Parent that:

(a)HK is competent to execute and deliver this Agreement and the Stockholders Agreement and the documents contemplated hereby and thereby and to perform HK’s obligations hereunder and thereunder.  This Agreement has been duly executed and delivered by HK and, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes a legal, valid and binding obligation of HK, enforceable against HK in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors rights generally and by the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or in law).  At the Contribution Closing, the Stockholders Agreement will have been duly executed and delivered by HK and, assuming the due authorization, execution and delivery thereof by the other parties thereto, will constitute a legal, valid and binding obligation of HK, enforceable against HK in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors rights generally and by the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or in law).

(b)The execution, delivery and performance by HK of this Agreement, the Stockholders Agreement and the agreements contemplated hereby and thereby and the consummation by HK of the transactions contemplated hereby and thereby does not and will not, with or without the giving of notice or the passage of time or both, (i) violate in any material respects the provisions of any law, rule or regulation applicable to HK or his properties or assets; (ii) violate, conflict with or result in any breach, default or contravention of, or the creation of any Lien under, any note, bond, mortgage, contract, agreement, license or other instrument or obligation to which HK is a party or by which he or any of his assets are bound, except for such violations, conflicts, breaches, defaults, contraventions or Liens, that, individually or in the aggregate, are not reasonably likely to result in a material adverse effect on the ability of HK to consummate the Transactions, or (iii) violate any judgment, decree, order or award of any court, governmental or quasi-governmental agency or arbitrator applicable to HK or his properties or assets.

(c)HK (i) is an “accredited investor” within the definition of Regulation D promulgated by the Securities and Exchange Commission pursuant to the Securities Act, (ii) is experienced in evaluating and investing in private placement transactions of securities of companies in a similar stage of development and acknowledges that he is able to fend for himself, can bear the

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economic risk of his investment in Parent, and has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the investment in the HK Shares and can afford a complete loss of its investment, (iii) understands that no public market now exists for the HK Shares and there is no assurance that a pubic market will ever exist for the HK Shares and (iv) understands that the HK Shares may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the HK Shares or an available exemption from registration under the Securities Act, the HK Shares must be held indefinitely.

(d)HK’s total beneficial ownership of shares of outstanding Company Common Stock as of the date hereof is accurately set forth opposite his name on Schedule III hereto, and each of such shares representing HK Contribution when transferred and delivered to Parent, upon the terms and subject to the conditions set forth herein, will be free and clear of all Liens.

(e)HK (i) has no current plan to dispose of any of the HK Shares; and (ii) will not intentionally cause any action to be taken that is reasonably likely to prevent the transactions contemplated by this Agreement from qualifying as a tax-free exchange under Section 351 of the Code.

(f)No agent, broker, investment banker, financial advisor or other firm or Person is or shall be entitled, as a result of any action, agreement or commitment of HK or any of his Affiliates, to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with any of the transactions contemplated by this Agreement, except Morgan Stanley.  A true and correct copy of the engagement letter with Morgan Stanley in connection with this transaction has been delivered to Parent.

2.4Representations and Warranties of JK.  JK represents and warrants, severally and not jointly, to Parent that:

(a)JK is competent to execute and deliver this Agreement and the documents contemplated hereby and to perform JK’s obligations hereunder and thereunder.  This Agreement has been duly executed and delivered by JK and, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes a legal, valid and binding obligation of JK, enforceable against JK in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors rights generally and by the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or in law).

(b)The execution, delivery and performance by JK of this Agreement and the agreements contemplated hereby and the consummation by JK of the transactions contemplated hereby and thereby does not and will not, with or without the giving of notice or the passage of time or both, (i) violate in any material respects the provisions of any law, rule or regulation applicable to JK or her properties or assets; (ii) violate, conflict with or result in any breach, default or contravention of, or the creation of any Lien under, any note, bond, mortgage, contract, agreement, license or other instrument or obligation to which JK is a party or by which she or any of her assets are bound, except for such violations, conflicts, breaches, defaults, contraventions or Liens, that,

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individually or in the aggregate, are not reasonably likely to result in a material adverse effect on the ability of JK to consummate the Transactions, or (iii) violate any judgment, decree, order or award of any court, governmental or quasi-governmental agency or arbitrator applicable to JK or her properties or assets.

(c)JK’s total beneficial ownership of shares of outstanding Company Common Stock as of the date hereof is accurately set forth opposite her name on Schedule III hereto.

(d)No agent, broker, investment banker, financial advisor or other firm or Person is or shall be entitled, as a result of any action, agreement or commitment of JK or any Affiliates, to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with any of the Transactions, except to the extent applicable, Morgan Stanley as more particularly described in Section 2.3(f).

III.VOTING AND EXCLUSIVITY.

3.1Voting; Proxy.

(a)Each of the Shareholder Parties agrees to vote or consent (or cause to be voted or consented), in person or by proxy, all shares of Company Common Stock beneficially owned or held of record by such Shareholder Party or to which such Shareholder Party has, directly or indirectly, the right to vote or direct the voting (the “Subject Shares”) in favor of the Merger Agreement, the Merger and the other Transactions and any other matter required to effect the Transactions (including one or more adjournments if necessary to solicit additional proxies if there are insufficient votes at the time of any meeting held to approve the Merger Agreement) at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of the Company called to consider such matters; and in the event the approval of such matters is sought through an action by written consent of the stockholders in lieu of a meeting, to timely execute and deliver such written consent in favor of such matters.

(b)Each of the Shareholder Parties agrees to vote or consent (or cause to be voted or consented), in person or by proxy, all Subject Shares (i) against any Acquisition Proposal or any agreement or transaction with respect to any Acquisition Proposal and (ii) against any amendment of the Company’s certificate of incorporation or bylaws or other proposal or transaction involving the Company or any of its Subsidiaries (as defined in the Merger Agreement), which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other Transactions or change in any manner the voting rights of Company Common Stock, in each case at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of the Company called to consider such matters; and in the event the approval of such matters is sought through an action by written consent of the stockholders in lieu of a meeting, to not consent to such action; provided, however, for all purposes of this Agreement, after the termination of the Merger Agreement, the “Subject Shares” shall be limited to the aggregate number of shares of Company Common Stock equal to 35% of the total outstanding shares of Company Common Stock as of the date the Merger Agreement is terminated (which Subject Shares will be allocated among the Shareholder Parties in their discretion).

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(c)In order to effectuate the parties’ intent under Section 3.1(a) and Section 3.1(b), each Shareholder Party hereby grants to Dipanjan Deb, David ibnAle and Andrew Kowal, with full power of substitution and resubstitution, an irrevocable proxy, which proxy is coupled with an interest, to exercise all voting, consent and similar rights of the Shareholder Party with respect to the Subject Shares (including, without limitation, the power to execute and deliver written consents) at every annual, special, adjourned or postponed meeting of stockholders of the Company and in every written consent in lieu of such meeting: (i) in favor of the Merger Agreement, the Merger and the other Transactions and any other matter required to effect the Transactions (including in favor of one or more adjournments if necessary to solicit additional proxies if there are insufficient votes at the time of any meeting held to approve the Merger Agreement); (ii) against any Acquisition Proposal or any agreement or transaction with respect to any Acquisition Proposal; and (iii) against any amendment of the Company’s certificate of incorporation or bylaws or other proposal or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other Transactions or change in any manner the voting rights of Company Common Stock.

3.2Transfer.  Except for the HK Contribution to Parent, the proxy granted pursuant to Section 3.1(c) and the transfer of the Subject Shares pursuant to the Merger Agreement, each Shareholder Party agrees not to, directly or indirectly, sell, transfer, pledge, hypothecate, distribute or otherwise dispose of any Subject Shares or grant any proxies, deposit any Subject Shares into any voting trust, or enter into any voting agreement, with respect to such Subject Shares, provided, however, that (A) a Shareholder Party may transfer or assign Subject Shares to a Permitted Transferee so long as (i) Parent is given written notice prior to said transfer or assignment, stating the name and address of the Permitted Transferee and specifying the number of Subject Shares that are intended to be transferred or assigned and (ii) the Permitted Transferee assumes in writing the obligations of the transferring Shareholder Party under this Agreement and (B) the Family Trusts may transfer up to 10,000 Subject Shares per calendar quarter if and to the extent such transfers are required pursuant to the terms of The Family Settlement Agreement entered into in 2003 among HK and the trustees and beneficiaries of the Family Trusts; provided, further, that after the termination of the Merger Agreement, a Shareholder Party may transfer Subject Shares (x) pursuant to Rule 144, or (y) so long as the Subject Shares are voted or consented against any Acquisition Proposal or any agreement or transaction with respect to any Acquisition Proposal, by operation of law pursuant to a merger that constituted such Acquisition Proposal.  For purposes of this Section 3.2, “Permitted Transferee” shall mean (i) HK’s or JK’s spouse, lineal descendant or antecedent, sibling, adopted child or adopted grandchild, (ii) a trust or trusts for the exclusive benefit of HK or JK or those members of HK’s or JK’s family specified in 3.2(i), (iii) the Charitable Entities or (iv) another charitable foundation established by HK.

3.3Exclusivity.  Each Shareholder Party shall not, and it shall cause each of its Subsidiaries, Affiliates (except the Company) and its and their respective Representatives acting on their behalf to not, directly or indirectly, (i) solicit, initiate, encourage, or induce the making, submission or announcement of, any inquiry, proposal or offer with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal, (ii) furnish to any Person (other than to its Representatives or to Parent or any designees of Parent) any non-public information relating to the Company or any of its Subsidiaries, or afford access to the business, properties, assets, books or

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records of the Company or any of its Subsidiaries to any Person (other than to its Representatives or to Parent or any designees of Parent), or take any other action intended to assist or facilitate any inquiries or the making of any proposal or offer that constitutes, or that could reasonably be expected to lead to, an Acquisition Proposal, (iii) participate or engage in discussions or negotiations with any Person with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal, (iv) approve, endorse or recommend an Acquisition Proposal, or (v) enter into any letter of intent, memorandum of understanding, agreement in principle or Contract (as defined in the Merger Agreement) contemplating or otherwise relating to an Acquisition Proposal.  Each Shareholder Party shall, and shall cause each of its Subsidiaries and its and their respective Representatives acting on its behalf to, immediately cease any and all existing activities, discussions or negotiations with any Persons conducted heretofore with respect to, or that could reasonably be expected to lead to, any Acquisition Proposal.

3.4Certain Definitions.  For purposes of this Agreement, the following terms will have the following meanings:

“Acquisition Proposal” means any proposal or offer (i) relating to a merger, reorganization, consolidation, dissolution, sale of substantial assets, tender offer, exchange offer, recapitalization, liquidation, dissolution, joint venture, share exchange or other business combination involving the Company or any of its Subsidiaries, (ii) for the issuance by the Company of 20% or more of its total outstanding voting securities or (iii) to acquire in any manner, directly or indirectly, 20% or more of the capital stock or assets of the Company or any of its Subsidiaries, in each case other than the Merger and the other Transactions.

“Affiliate” means, when used with respect to any party, any Person who is an “affiliate” of that party within the meaning of Rule 405 promulgated under the Securities Act.

“Person” means any individual, corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any limited liability company or joint stock company), firm or other enterprise, association, organization, entity or Governmental Entity (as defined in the Merger Agreement).

“Representative” means, with respect to any Person, its directors, officers or other employees, Affiliates, or any investment banker, attorney, accountant or other advisor or representative retained by such Person.

“Subsidiary” means, with respect to any Person, any corporation, partnership, trust, limited liability company or other non-corporate business enterprise in which such party (or another Subsidiary of such party) holds stock or other ownership interests representing (A) more that 50% of the voting power of all outstanding stock or ownership interests of such entity, (B) the right to receive more than 50% of the net assets of such entity available for distribution to the holders of outstanding stock or ownership interests upon a liquidation or dissolution of such entity or (C) a general or managing partnership interest in such entity.

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3.5Fiduciary Duties.  For the avoidance of doubt, if at any time prior to the termination of this Agreement, a Founder Individual is a member of the Board of Directors of the Company (a “Director”) or an officer of the Company (an “Officer”), nothing in this Agreement shall limit or restrict the Founder Individual in acting in his or her capacity as a Director or Officer, as the case may be, and exercising his or her fiduciary duties and responsibilities as such, it being agreed and understood by the parties hereto that this Agreement shall apply to each Founder Individual solely in his or her capacity as a stockholder of the Company and shall not apply to his or her actions, omissions, judgments or decisions as a Director or Officer, as the case may be.

IV.OTHER COVENANTS.

4.1Merger Agreement.  The parties hereto acknowledge and agree that Parent will have sole discretion with respect to (a) determining whether the conditions set forth in the Merger Agreement have been satisfied by the appropriate parties thereto and/or whether to waive any of such conditions pursuant to the terms of the Merger Agreement, and (b) the manner and timing of Parent’s compliance with the covenants applicable to Parent under the Merger Agreement.

4.2Amendment of Certificate of Incorporation of Parent.  At or prior to the Contribution Closing, Parent agrees to cause its certificate of incorporation to be amended and restated to read as set forth in the Restated Certificate and to file the Restated Certificate with the Secretary of State of the State of Delaware.

4.3Financing Documents.  The parties hereto acknowledge and agree that Parent will have sole discretion with respect to the negotiation of definitive debt financing documents with the Lender (or any other debt financing sources) and any supporting lenders based upon the Debt Financing Commitments.

4.4Fees and Expenses.

(a)Subject to Section 4.4(b), the Expenses incurred by each party hereto will be borne by the party incurring such Expenses.

(b)Parent shall reimburse each Shareholder Party for its reasonable out-of-pocket Expenses; provided, however, that Parent shall have no obligation under this Section 4.4(b) to the Shareholder Parties in the event HK fails to make the HK Contribution at the Contribution Closing if such HK Contribution is required to be made by the terms hereof.

(c)For purposes of this Agreement, “Expenses” shall mean, with respect to a party, the fees and expenses incurred by that party in connection with the authorization, preparation, negotiation, execution and performance of this Agreement, the Restated Certificate, the Stockholders Agreement, any related agreements and the transactions contemplated hereby and thereby (including the fees and expenses of counsel, accountants, investment bankers, financing sources and consultants).

4.5Agreement to Cooperate; Further Assurances.  Subject to the terms and conditions of this Agreement, each party hereto shall use its commercially reasonable efforts to take, or cause to

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be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to satisfy its obligations hereunder.

4.6Notification of Certain Matters.  Each Shareholder Party shall give prompt notice to Parent, and Parent shall give prompt notice to each Shareholder Party, as the case may be, of (a) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of such Shareholder Party or Parent, as the case may be, contained in this Agreement to be untrue or inaccurate at or prior to the Contribution Closing and (b) any failure of Parent or such Shareholder Party, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 4.6 shall not limit or otherwise affect any remedies available to the party receiving such notice.  No disclosure by any party pursuant to this Section 4.6 shall prevent or cure any misrepresentations, breach of warranty or breach of covenant.

4.7Public Statements.  Before any of the Shareholder Parties shall release any statements concerning this Agreement, the Merger Agreement, the Stockholders Agreement, the Financing Commitments, the Transactions or any of the matters contemplated hereby and thereby which is intended for or may result in public dissemination thereof, such Shareholder Party shall cooperate with the other parties hereto and provide the other parties the reasonable opportunity to review and comment upon any such statements and, unless otherwise required by law, shall not release or permit release of any such information without the consent of the other parties, which shall not be unreasonably withheld.

4.8Execution of Stockholders’ Agreement.  At the Contribution Closing, each of the Shareholder Parties shall execute and deliver to the other parties thereto the Stockholders Agreement.

4.9Tax Matters.  Parent and each of the Shareholder Parties agree to report the transactions contemplated by this Agreement in a manner consistent with the intent of the parties hereto that such transactions qualify as a tax-free exchange within the meaning of Section 351 of the Code, and each such party agrees that it will not take a position inconsistent therewith.  Parent and each of HK and the EA Parties hereby agrees to timely file the information required by Treas. Reg. Section 1.351-3 with its income tax return for the year in which the transactions contemplated by this Agreement occur and to comply with the record keeping requirements of Treas. Reg. Section 1.351-3.

4.10Senior Preferred Stock.  Parent agrees that it will not issue any shares of its Senior Preferred Stock, par value $0.01 per share, to be authorized in the Restated Certificate, unless the Company fails to consummate the transaction contemplated by Section 5.1(e) of the Company Disclosure Letter in accordance with the terms of the Merger Agreement prior to the Contribution Closing.

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V.MISCELLANEOUS.

5.1Notices.  All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by telecopy, telegraph or telex), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered by hand, or three days after being deposited in the mail, postage prepaid, or, in the case of telecopy notice, when received, or, in the case of telegraphic notice, when delivered to the telegraph company, or, in the case of telex notice, when sent, answerback received, addressed as follows to Parent and the Shareholder Parties, or to such other address as may be hereafter notified by the parties hereto:

(a)if to Parent or Merger Sub, to it at the following address:

Meteor Holding Corporation
c/o Francisco Partners
2882 Sand Hill Road, Suite 280
Menlo Park, CA 94025
Attn:	Dipanjan Deb
	Ann Savellano
	Telecopy: 650-233-2999
with a copy to:
Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto, CA 94304
Attn:	Larry W. Sonsini
	John A. Fore
	Robert T. Ishii
Telecopy: 650-493-6811

(b)If to a Shareholder Party, to it at its address set forth in the Stockholders Agreement.

5.2Governing Law; Consent to Jurisdiction.  This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of New York.  Each of the parties to this Agreement (a) hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York in any action or proceeding arising out of or relating to this Agreement or any of the

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transactions contemplated by this Agreement, (b) agrees that all claims in respect of such action or proceeding may be heard and determined in any such court, (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of the transaction contemplated by this Agreement in any other court.  Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto.  Each of the parties hereby consents to service of process in any such proceeding in any manner permitted by applicable law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 5.1 hereof is reasonably calculated to give actual notice.

5.3Waiver of Jury Trial.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

5.4Successors.  All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure to the benefit of and are enforceable by, the parties and their respective successors.

5.5Assignment.  Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise by any of the parties hereto without the prior written consent of the other parties, and any such assignment without such prior written consent shall be null and void; provided that notwithstanding the foregoing, Parent may assign its rights and obligations hereunder to any Affiliate without the prior written consent of the other parties hereto; provided further that (a) no such assignment shall relieve Parent of its obligations hereunder and (b) any such assignment shall be economically neutral to the Shareholder Parties. 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 permitted assigns.

5.6Counterparts.  This Agreement may be executed in two or more counterparts, and by different parties on separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

5.7Interpretation.  The article and section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement.  The parties hereto have participated jointly in the negotiation and drafting of this Agreement.  If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party because of the authorship of any provision of this Agreement.

5.8Survival.  The representations and warranties contained herein will survive the Contribution Closing.

5.9Amendments and Waivers.  No amendment, modification or supplement to the Agreement shall be enforced against any party unless such amendment, modification or supplement is in writing and signed by Parent and each of the Shareholder Parties.  Any waiver by any party of

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any term of this Agreement shall not operate as or be construed to be a waiver of any other term of this Agreement.  Any waiver must be in writing and signed by the Party charged therewith.

5.10Integration.  This Agreement, the Merger Agreement, the Stockholders Agreement and the documents referred to herein and therein or delivered pursuant hereto or thereto contain the entire understanding of the parties with respect to the subject matter hereof and thereof.  There are no agreements, representations, warranties, covenants or undertakings with respect to the subject matter hereof and thereof other than those expressly set forth herein and therein.  This Agreement supersedes all prior agreements and understandings between the parties with respect to this subject matter.  There are no third party beneficiaries having rights under or with respect to this Agreement.

5.11Severability.  The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof.

5.12Specific Performance.  The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that the parties 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 addition to any other remedy to which they are entitled at law or in equity.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, Parent and the Shareholder Parties have executed this Agreement as of the day and year first above written.

METEOR HOLDING CORPORATION
	By:	/s/ David T. ibnAle
		Name: David T. ibnAle
		Title: Vice President and Treasurer

/s/ C. Harry Knowles
C. Harry Knowles
/s/ Janet H. Knowles
Janet H. Knowles
TRUST UNDER AGREEMENT OF C. HARRY KNOWLES DATED 4/8/94 FBO DIANN H. LYNMAM
By	/s/ Ed Plasky
	Name:  Ed Plasky
	Title:    Trustee

TRUST UNDER AGREEMENT OF C. HARRY KNOWLES DATED 4/8/94 FBO DONNAH M. STARZYNSKI
By	/s/ Ed Plasky
	Name:  Ed Plasky
	Title:    Trustee

TRUST UNDER AGREEMENT OF C. HARRY KNOWLES DATED 4/8/94 FBO HARRY H. KNOWLES, II
By	/s/ Ed Plasky
	Name:  Ed Plasky
	Title:    Trustee

TRUST UNDER AGREEMENT OF C. HARRY KNOWLES DATED 4/8/94 FBO MARJORIE B. KNOWLES
By	/s/ Ed Plasky
	Name:  Ed Plasky
	Title:    Trustee

TRUST UNDER AGREEMENT OF C. HARRY KNOWLES DATED 4/8/94 FBO ROBERT H. KNOWLES
By	/s/ Ed Plasky
	Name:  Ed Plasky
	Title:    Trustee

THE C. HARRY KNOWLES GRANTOR RETAINED ANNUITY TRUST NO.1
By	/s/ C. Harry Knowles
	Name:  C. Harry Knowles
	Title:    Trustee

THE C. HARRY KNOWLES CHARITABLE REMAINDER ANNUITY TRUST NO.1
By	/s/  Janet H. Knowles
	Name:  Janet H. Knowles
	Title:    Trustee

JANET H. AND C. HARRY KNOWLES FOUNDATION, INC.
By	/s/ C. Harry Knowles
	Name:  C. Harry Knowles
	Title:    President

THE KNOWLES CHARITABLE FOUNDATION, A NEW JERSEY NONPROFIT CORPORATION
By	/s/ C. Harry Knowles
	Name:  C. Harry Knowles
	Title:    President

Schedule I

HK Contribution

	HK Contribution (shares of Company Common Stock)
C. Harry Knowles	1,680,578	(1)

(1)The total HK Contribution will be adjusted at the time of the Contribution Closing to the extent necessary to ensure that HK owns 15% of the outstanding shares of Parent Common Stock and 15% of the outstanding shares of Parent Junior Preferred Stock as of the Contribution Closing.

Schedule II

HK Shares

	Shares of Parent Common Stock		Shares of  Parent Junior Preferred Stock
C. Harry Knowles	12,436,280	(1)	27,982	(1)

(1)The total number of HK Shares will be adjusted at the time of the Contribution Closing to the extent necessary to ensure that HK owns 15% of the outstanding shares of Parent Common Stock and 15% of the outstanding shares of Parent Junior Preferred Stock.

Schedule III

Shareholder Party Beneficial Ownership

Shareholder Party	Beneficial Ownership (Shares of Company Common Stock)
C. Harry Knowles	3,475,928
Janet H. Knowles	0
The C. Harry Knowles Charitable Remainder Annuity Trust No.1	648,650
The Knowles Charitable Foundation	648,650
Janet H. and C. Harry Knowles Foundation, Inc.	4,049,460
Trust under Agreement of C. Harry Knowles dated 4/8/94 FBO:
Diann H. Lynmam	100,179
Donnah M. Starzynski	100,179
Harry H. Knowles, II	59,798
Marjorie B. Knowles	59,798
Robert H. Knowles	60,598
C. Harry Knowles Grantor Retained Annuity Trust No.1	203,891
Total Shares	9,407,131

EX-99.4

Exhibit 99.4

EXECUTION VERSION

MORGAN STANLEY SENIOR FUNDING, INC.

1585 Broadway

New York, New York 10036

CONFIDENTIAL

September 11, 2006

Meteor Holding Corporation

c/o Francisco Partners, L.P.

2882 Sand Hill Road
Suite 280
Menlo Park, CA 94025

PROJECT METEOR

First Lien and Second Lien Facilities Commitment Letter

Ladies and Gentlemen:

You (“Holdings” or “you”) have advised Morgan Stanley Senior Funding, Inc. (“Morgan Stanley”) that you intend to acquire (the “Acquisition”) Metrologic Instruments, Inc. (the “Company”) pursuant to the terms of that certain Agreement and Plan of Merger, to be dated on or about September 12, 2006 (the “Acquisition Agreement”), by and among Holdings, Meteor Merger Corporation, a wholly-owned subsidiary of Holdings (“Merger Sub”), and the Company.  Pursuant to the Acquisition Agreement, the Acquisition will be structured as the merger of Merger Sub with and into the Company or as otherwise permitted under the Acquisition Agreement.

In connection with the Acquisition, you have requested that Morgan Stanley (i) provide you with its financing commitment for the full amount of the Facilities (as defined below) described in this Commitment Letter (as defined below) and (ii) use commercially reasonable efforts to arrange a syndicate of Lenders (as defined below) for the Facilities.

For purposes of consummating the Acquisition and all related transactions, including, without limitation, the refinancing of certain indebtedness of the Company and its subsidiaries and the payment of related fees, costs and expenses (collectively, the “Transaction”), and also for purposes of providing post-Acquisition ongoing working capital and general corporate needs of the Borrower (defined below) and its subsidiaries, you have informed us that the following financing will be required on the date the Acquisition is to be consummated (the “Closing Date”):

(a)           A senior secured first lien loan facility in an aggregate amount of $160,000,000 to be provided by Morgan Stanley and certain other financial institutions (the “First Lien

Lenders”), which facility shall consist of a $125,000,000 term B loan facility (the “Term Loan Facility”) and a $35,000,000 revolving credit facility (the “Revolving Credit Facility”, together with the Term Loan Facility, the “First Lien Facilities”) having substantially the terms set forth in Exhibit A hereto (such Exhibit, together with Exhibits B and C referred to below, being the “Term Sheets” and, together with this letter, this “Commitment Letter”).

(b)           A senior secured second lien loan facility in an aggregate amount of $75,000,000 (the “Second Lien Facility”, together with the First Lien Facilities, the “Facilities”) to be provided by Morgan Stanley and certain other financial institutions (the “Second Lien Lenders”, together with the First Lien Lenders, the “Lenders”), having substantially the terms set forth in Exhibit B hereto.

(c)           A cash equity contribution (the “Equity Contribution”) by Francisco Partners, L.P. or one or more of its controlled affiliates (collectively, the “Sponsor”) to the capital of Holdings in an aggregate amount at least (taken together with the aggregate amount of the Rollover Equity referred to below) equal to 30% of the total cost of the Transaction (including, without limitation, the purchase price for the Acquisition and related costs and expenses).

(d)           The “rollover” of equity interests in the Company held by certain existing stockholders of the Company into equity interests in Holdings (the “Rollover Equity”) in an aggregate amount not to exceed $75,000,000.

All Facilities will be made available to the Borrower.  The “Borrower” will be the Company or one of more of its subsidiaries as may be reasonably satisfactory to the Lead Arranger (defined below) based upon the definitive corporate structure for the Acquisition; provided, that, immediately after giving effect to the Acquisition, Holdings shall have acquired directly or indirectly at least 96% of the equity interests of Company (it being understood that any equity interests of the Company that are not held directly or indirectly by Holdings shall have occurred solely as the result of the existing holders of options under the Company’s 1994 stock option plan not tendering their options in connection with the Acquisition).

Borrowings under the Term Loan Facility and the Second Lien Facility, together with cash proceeds received pursuant to the Equity Contribution, must be sufficient, together with the Rollover Equity, to consummate the Transaction, and such proceeds shall be used for that purpose.  Proceeds from the Revolving Credit Facility shall not be available to fund the Transaction and shall only be available after the consummation of the Acquisition for ongoing working capital needs and general corporate purposes of the Borrower and its subsidiaries.

Morgan Stanley hereby commits to make, or to cause one or more of its affiliates to make, available to the Borrower on the Closing Date 100% of the Facilities, subject to and upon the terms and conditions set forth herein and in the Term Sheet.  You agree that Morgan Stanley shall act as (i) the exclusive lead arranger, syndication agent, documentation agent and sole book-runner in respect of each Facility (in such capacity, the “Lead Arranger”) and (ii) the administrative agent for each Facility.  It is understood that Morgan Stanley, in consultation with the Sponsor, shall be permitted to designate one or more Lenders as agents or co-agents, as the case may be, with respect to either Facility, but no other agents, co-agents, or arrangers will be appointed, no other titles may be given, and no other compensation (other than as expressly set forth in the Term Sheet or in the Fee Letter described below) will be paid without Morgan Stanley’s prior written consent.  Fees payable to the syndicate of Lenders shall be payable from the amounts payable pursuant to the fee letter (the “Fee Letter”) executed simultaneously herewith.

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Morgan Stanley reserves the right, prior to or after execution of the definitive documentation for the Facilities, to syndicate all or part of its commitment for the Facilities to one or more lending institutions reasonably satisfactory to the Sponsor that will become parties to such definitive documentation; provided that, notwithstanding Morgan Stanley’s right to syndicate the Facilities and receive commitments with respect thereto, Morgan Stanley shall, notwithstanding any such syndication or commitments, remain primarily liable to the Borrower for the obligation to provide the full amount of the Facilities on the Closing Date pursuant to this Commitment Letter and fund the full amount of its commitment hereunder (however in no event will more than the aggregate amount of the Facilities be funded).  All aspects of such syndication shall be managed by Morgan Stanley, and, subject to the terms of the previous sentence, the commitments of Morgan Stanley hereunder shall be reduced as and when commitments are received from the Lenders in consultation with the Sponsor.  Morgan Stanley will use commercially reasonable efforts to arrange a syndicate of other financial institutions identified by Morgan Stanley that will participate in the Facilities, and you agree actively to assist Morgan Stanley in achieving a syndication that is reasonably satisfactory to Morgan Stanley.  Such syndication may be accomplished by a variety of means, including direct contact during the syndication among representatives of the Sponsor, senior management and advisors of Holdings, the Borrower and the Company and the proposed syndicate members.  To assist Morgan Stanley in its syndication efforts, you hereby agree (i) to use commercially reasonable efforts to provide and cause your advisors to provide Morgan Stanley and the other syndicate members upon request with all information reasonably deemed necessary by Morgan Stanley to complete the syndication of the Facilities, including but not limited to information and evaluations prepared by you and your advisors or on your behalf relating to the Transactions, (ii) to assist Morgan Stanley upon its reasonable request in the preparation of an Information Memorandum to be used in connection with the syndication of the Facilities, and (iii) to make available your senior officers and representatives and to use commercially reasonable efforts to make available the Borrower’s and the Company’s respective senior officers and representatives, in each case from time to time, and to attend and make presentations regarding the business and prospects of the Company at a meeting or meetings of prospective lenders.  You also agree to use commercially reasonable efforts to ensure that our syndication efforts benefit materially from the Sponsor’s and the Company’s lending relationships.  Morgan Stanley will manage all aspects of any syndication in consultation with the Sponsor, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate (which shall be reasonably acceptable to you, such acceptance not to be unreasonably withheld or delayed), the allocation of the commitments among the Lenders and the amount and distribution of fees among the Lenders.  Furthermore, at our request, at least five business days prior to our commencement of the syndication of the Facilities, you will meet with us, Standard & Poor’s Rating Services (“S&P”) and Moody’s Investors Service, Inc. (“Moody’s”) and make prepared presentations to S&P and Moody’s for the purpose of obtaining ratings on the Facilities, which ratings will give pro forma effect to the Acquisition and the financing contemplated hereby, and you will use commercially reasonable efforts to obtain such ratings at least 20 days prior to the Closing Date; provided that obtaining any particular rating or any rating at all shall not be a condition to the commitments under this Commitment Letter.  You will also afford Morgan Stanley a period of at least 20 consecutive days following the launch of the general syndication of the Facilities and immediately prior to the Closing Date to syndicate the Facilities.  In addition, you agree that no debt financing (other than the Facilities) for the Borrower, the Company or any of their respective subsidiaries or affiliates shall be syndicated, privately placed or publicly offered to the extent that such financing could have an adverse effect on the syndication of the Facilities.

In addition, all commitments, undertakings and agreements hereunder are subject to (a) there not having occurred since June 30, 2006 a Company Material Adverse Effect (as defined in the Acquisition Agreement) (a “Material Adverse Change”), (b) no additional facts or information (including the occurrence of any events or circumstances) coming to the attention of Morgan Stanley that are inconsistent with the information disclosed to the Lenders by or on behalf of the Borrower or the

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Company prior to the date of this Commitment Letter and that either individually or in the aggregate, could reasonably be expected to result in (1) a Material Adverse Change, or (2) a material adverse effect on the rights or remedies of the Lenders (each, a “Material Adverse Effect”), and (c) the accuracy and completeness in all material respects of all representations that you make to us in this Commitment Letter and all information that you furnish to us, taken as a whole, in connection with this commitment and your compliance with the terms of this Commitment Letter and the Fee Letter.  For purposes of clause (b) of the previous sentence, Morgan Stanley acknowledges that the facts and information disclosed to it prior to the date of this Commitment Letter include the facts and information set forth in the documents and agreements set forth on Schedule I to Exhibit C to this Commitment Letter.  Furthermore, if any of the foregoing conditions, events or circumstances are not satisfied, Morgan Stanley may, in its sole discretion, suggest alternative financing amounts or structures that assure adequate protection for the Lenders or decline to provide or participate in the proposed financing.

You hereby represent and warrant that (i) all written information and formal oral presentations, other than Projections (as defined below), which has been or is hereafter made available to Morgan Stanley or any of its affiliates or representatives or to any Lender or any potential lender by or on behalf of the Borrower, the Company or the Borrower’s or the Company’s representatives, advisors or affiliates in connection with the Transaction and the transactions contemplated hereby (the “Information”) has been reviewed and analyzed by you, in connection with the performance of your own due diligence and, to your knowledge, is, or in the case of Information made available after the date hereof, taken as a whole, will be complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact known to you and necessary to make the statements contained therein, in the light of the circumstances under which such statements were or are made, not misleading, and (ii) all financial projections concerning the Borrower or the Company and their respective subsidiaries that have been or are hereafter made available to the Lenders by or on behalf of the Borrower or the Company or by the Borrower’s or the Company’s representatives, advisors or affiliates in connection with the transactions contemplated hereby (the “Projections”) have been or, in the case of Projections made available after the date hereof, will be prepared in good faith based upon assumptions you believe to be reasonable (it being understood that projections by their nature are inherently uncertain and no assurances are being given that the results reflected in the Projections will be achieved).  You agree that you will promptly notify Morgan Stanley of any changes in circumstances that call into question the Information or the continued reasonableness of any assumption underlying the Projections, and that you will supplement the Information and the Projections as necessary so that the representations, warranties and covenants set forth in this paragraph concerning the Information and the Projections remain complete and correct in all material respects as of the Closing Date without regard to when such Information and Projections were made available.  In issuing this commitment, Morgan Stanley is relying on the accuracy of the Information and Projections without independent verification thereof.  The representations and covenants contained in this paragraph shall remain effective until definitive documentation with respect to (A) the First Lien Facilities (the “First Lien Loan Documentation”) and (B) the Second Lien Facility (the “Second Lien Loan Documentation”) are executed and delivered and, thereafter, the disclosure representations contained herein shall be terminated and of no further force and effect.  You agree to continue to provide or cause to be provided to the Lenders, from time to time, all of the material information received by you or on your behalf or of which you become aware that is directly related to or affects the Borrower, the Company or any of their respective subsidiaries or any aspect of the Transaction.

To induce Morgan Stanley to issue this Commitment Letter, you hereby agree that all reasonable and documented out-of-pocket fees, costs and expenses (including reasonable fees and expenses of one counsel (plus one counsel in each relevant local and foreign jurisdiction) and consultants) of Morgan Stanley and its affiliates arising in connection with this Commitment Letter (and its due diligence and syndication efforts in connection herewith) and in connection with the Facilities and the other transactions

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described herein shall be payable by you (or by the Borrower on your behalf), when and if the Acquisition is consummated.  In addition, you hereby agree to pay (or cause the Borrower to pay) when and as due the fees described in the Fee Letter.  You further agree to indemnify and hold harmless each of the Lenders (including, in any event, Morgan Stanley) and each director, officer, employee, agent and affiliate thereof, and each other person controlling any of the foregoing within the meaning of either Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934, as amended (each an “Indemnified Person”) from and against any and all actions, suits, proceedings (including any investigations or inquiries), claims, losses, damages, liabilities or expenses of any kind or nature whatsoever which may be incurred by or asserted against or involve any such Indemnified Person as a result of or arising out of or in any way related to or resulting from this Commitment Letter, the Fee Letter, the Transaction or the extension or syndication of the Facilities contemplated by this Commitment Letter, or in any way arising from any use or intended use of this Commitment Letter, the Fee Letter or the proceeds of the Facilities contemplated by this Commitment Letter, and you agree to reimburse each Indemnified Person upon demand for any legal or other out-of-pocket expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any inquiry or investigation) or claim (whether or not Morgan Stanley or any such other Indemnified Person is a party to any action or proceeding out of which any such expenses arise) (collectively, an “Action”) provided that neither you nor the Borrower shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted from such Indemnified Person’s gross negligence, bad faith or willful misconduct.

Neither you nor the Borrower will, without the prior written consent of the Lead Arranger, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination includes a full and unconditional release of each Indemnified Person from any liabilities arising out of such action, claim, suit or proceeding.

If all or any part of the indemnification provided for in this Commitment Letter is judicially determined to be unavailable (other than in accordance with the terms hereof) to an Indemnified Person in respect of any losses, claims, damages or liabilities referred to herein, then, in lieu of indemnifying such Indemnified Person hereunder, you agree to contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (and expenses relating thereto) (i) in such proportion as is appropriate to reflect the relative benefits to the Borrower on the one hand, and the Lenders, on the other hand, of the Transaction, or (ii) if the allocation provided by clause (i) is not available, in such proportion as is appropriate to reflect not only the relative benefits referred to in such clause (i) but also the relative fault of the Borrower and the Lenders, as well as any other relevant equitable considerations; provided that in no event shall the Lenders’ aggregate contribution to the amount paid or payable exceed the aggregate amount of fees actually received by them under the Commitment Letter.

All your reimbursement and indemnification obligations set forth herein, including the provisions of the immediately preceding three paragraphs, shall survive any termination of this Commitment Letter, but shall be superseded by the terms of the First Lien Loan Documentation and the Second Lien Loan Documentation.

Morgan Stanley reserves the right to employ the services of its affiliates in providing services contemplated by this Commitment Letter and to allocate, in whole or in part, to such affiliates certain fees payable to Morgan Stanley in such manner as Morgan Stanley and such affiliates may agree in their sole discretion.  You acknowledge that Morgan Stanley may share with any of its affiliates, on a confidential

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basis (which obligation of confidentiality shall be sufficient to satisfy the confidentiality obligation that Morgan Stanley acknowledges that you have to the Company), and such affiliates may share with Morgan Stanley, any information related to the Transaction, the Borrower, the Company, any of their respective subsidiaries, businesses, assets or liabilities, or any of the matters contemplated hereby in connection with the Transaction.

You understand and acknowledge that Morgan Stanley and its affiliates may be providing debt financing, equity capital or other services (including, without limitation, financial advisory services) to other companies that may have interests which conflict with yours regarding the Acquisition and otherwise.  Neither Morgan Stanley nor its affiliates shall use confidential information obtained from you (or on your behalf) in connection with the performance by Morgan Stanley or its affiliates of services for other companies, and neither Morgan Stanley nor its affiliates will furnish any such confidential information to other companies.  You acknowledge that neither Morgan Stanley nor its affiliates have any obligation to use, in connection with the Acquisition or otherwise, or to furnish to you, confidential information obtained from other companies.

You further acknowledge and agree that (i) no fiduciary, advisory or agency relationship between you and us has been created in respect of any of the transactions contemplated by this Commitment Letter, irrespective of whether we and/or any of our respective affiliates have advised or are advising you on other matters, (ii) Morgan Stanley, on the one hand, and you, on the other hand, have an arms-length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty on the part of Morgan Stanley, (iii) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter, (iv) you have been advised that Morgan Stanley and its respective affiliates are engaged in a broad range of transactions that may involve interests that differ from your interests and that Morgan Stanley has no obligation to disclose such interests and transactions to you by virtue of any fiduciary, advisory or agency relationship, and (v) you waive, to the fullest extent permitted by law, any claims you may have against Morgan Stanley for breach of fiduciary duty or alleged breach of fiduciary duty and agree that Morgan Stanley shall have no liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of you, including your stockholders, employees or creditors.

You acknowledge that affiliates of Morgan Stanley engage in securities trading and brokerage activities and provide investment banking and other financial services.  In the ordinary course of business, such affiliates may provide investment banking and other financial services to, and/or acquire, hold or sell, for their own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower, the Company and other companies with which the Borrower or the Company, as the case may be, may have commercial or other relationships.  With respect to any securities and/or financial instruments so held by such affiliates or customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion.

This Commitment Letter, the Term Sheets and the Fee Letter (collectively referred to as the “Commitment Documents”) are delivered to you with the understanding that no Commitment Document, nor the substance hereof or thereof, shall be disclosed to any third party (including, without limitation, other lenders, arrangers, underwriters, placement agents, or advisors or any similar persons), without our prior written consent, except (i) to your and the Sponsor’s officers, employees, agents and legal advisors who are directly involved in the consideration of the Acquisition (and then only on a confidential and need to know basis), (ii) the Company and its officers, directors, agents and legal advisors who are directly involved in the consideration of the Acquisition, (iii) as required by law or any court or governmental agency (provided, that you agree to promptly inform us following any such permitted

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disclosure) and (iv) to officers, directors, advisors and other representatives of the Company for purposes of evaluating your offer with respect to the Acquisition; provided that the exceptions set forth in clauses (ii) and (iv) above shall not apply to the Fee Letter.

This Commitment Letter is delivered to you solely for your benefit and may not be relied upon by any other person or entity, and nothing in the Commitment Documents is intended to confer any rights upon, nor do the Commitment Documents create third-party beneficiary status in favor of, any other person or entity as to our commitments hereunder nor are the Commitment Documents assignable by you.  You acknowledge that no fiduciary duty exists on our part owing to you or any other person or entity as a result of our delivery of the Commitment Documents and no other person shall have any other legal or equitable right, remedy or claim hereunder.  This Commitment Letter may not be amended or modified, and no waiver will be effective, except by a writing duly executed by the parties hereto.

Morgan Stanley hereby notifies you that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “PATRIOT Act”), Morgan Stanley and each Lender is required to obtain, verify and record information that identifies the Borrower, which information includes the name, address, tax identification number and other information regarding the Borrower that will allow Morgan Stanley or such Lender to identify the Borrower in accordance with the PATRIOT Act.  This notice is given in accordance with the requirements of the PATRIOT Act and is effective as to Morgan Stanley and each Lender.  In addition, it is a condition to our commitment hereunder that we receive, at least five business days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act.

The Commitment Documents constitute the entire understanding among the parties hereto with respect to the subject matter hereof and thereof and supersede any prior agreements, written or oral, with respect hereto or thereto.  Each party hereto irrevocably and unconditionally submits to the non-exclusive jurisdiction of any New York state or federal court (in each case) sitting in the County of New York over any suit, action or proceeding arising out of or relating to the Commitment Documents.  Service of any process, summons, notice or document in any suit, action or proceeding may be made by registered mail addressed to you or Morgan Stanley, as appropriate, and each party hereto waives any claim that any such suit, action or proceeding has been brought in an inconvenient forum.  A final judgment in any such suit, action or proceeding brought in any such court may be enforced in any other courts to whose jurisdiction you are or may be subject, by suit upon judgment.  EACH COMMITMENT DOCUMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).  EACH OF THE UNDERSIGNED PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF OR IN CONNECTION WITH, ANY COMMITMENT DOCUMENT, AND ANY OTHER COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY OF THE UNDERSIGNED PARTIES IN CONNECTION WITH ANY COMMITMENT DOCUMENT.  IN NO EVENT SHALL ANY PARTY TO THIS COMMITMENT LETTER BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES IN CONNECTION WITH THE TRANSACTION OR ANY FINANCING TRANSACTION, OR WITH OUR DELIVERY OF THE COMMITMENT DOCUMENTS.

If the Commitment Documents are not accepted by you as provided in the immediately succeeding paragraph, you are to immediately return the Commitment Documents (and any copies

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thereof) to the undersigned.  Please confirm that the foregoing is in accordance with your understanding by signing and returning to us an executed duplicate of the Commitment Documents.  Each Commitment Document may be executed in any number of counterparts, and by the different parties hereto on separate counterparts, each of which counterpart shall be an original, but all of which shall together constitute one and the same instrument.  Delivery of an executed counterpart of each Commitment Document by telecopier shall be effective as delivery of a manually executed counterpart of such Commitment Document.

This commitment will expire at 5:00 p.m. New York City time on September 15, 2006 unless it and the Fee Letter are accepted by you prior to such time and, if accepted prior to such time, shall expire at the earliest of (i) the written rejection of your bid by the Seller for the Acquisition, (ii) consummation of the Acquisition or another transaction or series of transactions in which Holdings or any of its affiliates acquires, directly or indirectly, any stock or assets of the Company, (iii) termination of the purchase agreement for the Acquisition and (iv) 5:00 p.m. New York City time on March 31, 2007, if the closing of the Transaction shall not have occurred by such time.

Very truly yours,

[Signature Page Follows]

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		MORGAN STANLEY SENIOR FUNDING, INC.
		By:	/s/ Paul R. Fossati
			Name: Paul Fossati
			Title: Vice President
Agreed to and Accepted:
METEOR HOLDING CORPORATION
By:	/s/ David T. ibnAle
	Name: David T. ibnAle
	Title: Vice President and Treasurer

[Signature Page for Project Meteor – Commitment Letter]

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EXHIBIT A

SUMMARY OF CERTAIN TERMS AND CONDITIONS
FOR THE FIRST LIEN FACILITIES*

I.The Parties

Borrower:	A newly-formed entity, Meteor Holding Corporation (“Holdings”) has been created for purposes of consummating the acquisition (the “Acquisition”) of Metrologic Instruments, Inc. (the “Company” or the “Borrower”), as set forth in the Acquisition Agreement.  Pursuant to the Acquisition Agreement, the Acquisition will be structured as the merger of Meteor Merger Corporation, a wholly-owned subsidiary of Holdings, with and into the Company or as otherwise permitted under the Acquisition Agreement; provided that, immediately after giving effect to the Acquisition, Holdings shall have acquired directly or indirectly at least 96% of the equity interests of Company (it being understood that any equity interests of the Company that are not held directly or indirectly by Holdings shall have occurred solely as the result of the existing holders of options under the Company’s 1994 stock option plan not tendering their options in connection with the Acquisition).
Lead Arranger:	Morgan Stanley.
Syndication Agent:	Morgan Stanley.
Administrative Agent:	Morgan Stanley.
Lenders:	Morgan Stanley and a syndicate of financial institutions and institutional lenders arranged by Morgan Stanley in consultation with the Borrower (the “First Lien Lenders”).
Guarantors:	All obligations under the First Lien Facilities shall be unconditionally guaranteed by Holdings and each of its direct and indirect wholly-owned domestic subsidiaries (other than the Borrower) on a senior secured basis (Holdings and all of such subsidiaries being, collectively, the “Guarantors”), subject to customary exceptions and exclusions and release mechanics for transactions of this type (including excluding subsidiaries from being Guarantors in the event the Lead Arranger and the Borrower determine that such guarantee would be of immaterial value).

II.Description of First Lien Facilities

General Description of
First Lien Facilities: A maximum amount of $160,000,000 in senior, first-priority secured financing to be provided to the Borrower pursuant to a term B loan

*Capitalized terms used herein and not defined herein shall have the meanings provided in the commitment letter (the “Commitment Letter”) to which this summary is attached. 

facility (the “Term Loan Facility”) and a revolving credit facility (the “Revolving Credit Facility”).  The Term Loan Facility and the Revolving Credit Facility are collectively referred to herein as the “First Lien Facilities”.  Loans made under the First Lien Facilities are herein collectively referred to as “Loans”, with Loans under the Term Loan Facility being herein collectively referred to as “Term Loans” and Loans under the Revolving Credit Facility being herein collectively referred to as “Revolving Loans”.

A.Term Loan Facility

Term Loan Facility Commitment Amount:	$125,000,000.
Maturity and Amortization:	The final maturity of the Term Loan Facility shall be the seventh anniversary of the Closing Date (“Term Loan Maturity Date”).  The Term Loans shall be repaid on the Term Loan Maturity Date, subject to amortization in equal quarterly installments at a rate of approximately 1% per annum prior to the Term Loan Maturity Date.
Use of Proceeds:	Proceeds of the Term Loans shall be used to finance, in part, Transaction, including the Acquisition.
Availability:	Term Loans may only be borrowed on the Closing Date.  No amount of Term Loans once repaid may be reborrowed.

B.Revolving Credit Facility

Revolving Credit Facility:	Pursuant to the Revolving Credit Facility, Revolving Loans may be borrowed, prepaid and reborrowed by the Borrower from time to time prior to the Revolving Loan Commitment Termination Date (as set forth below).  The Revolving Credit Facility will also contain a sub-facility for (a) the issuance of letters of credit in an amount to be determined and (b) a swingline loan facility in an amount to be determined.
Revolving Credit Facility
Commitment Amount:	$35,000,000.
Maturity:	The final maturity of the Revolving Credit Facility shall be the fifth anniversary of the Closing Date (the “Revolving Loan Commitment Termination Date”).  Revolving Loans shall be repaid in full on such date, and all Letters of Credit issued under the Revolving Credit Facility shall terminate (or be cash collateralized or backstopped to the satisfaction of each letter of credit issuer) prior to such date.
Use of Proceeds:	Proceeds of the Revolving Loans shall be used solely for the Borrower’s working capital requirements and other general corporate purposes.  Proceeds of Revolving Loans may not be used to fund the Transaction.

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III.Terms Applicable to the Entire First Lien Facilities

Closing Date:	On or before March 31, 2007.
Security:	The Borrower and each Guarantor shall grant the Administrative Agent and the First Lien Lenders a valid and perfected first priority (subject to certain exceptions to be set forth in the First Lien Loan Documentation (defined below), including without limitation, the exclusion of foreign law perfection relating to share pledges to the extent the costs relating thereto would likely outweigh the benefits thereof to the Lenders, as determined by the Administrative Agent) lien and security interest in all of the following:
	(a)All shares of capital stock of (or other ownership interests in) and intercompany debt of all subsidiaries of Holdings and each present and future direct and indirect subsidiary of Holdings; provided, that, with respect to non-U.S. subsidiaries, the pledge will be limited to a pledge of no more than 662¤3% of the equity interests of first-tier non-U.S. subsidiaries of the Borrower as security unless any such first-tier, non-U.S. subsidiary is a “pass-through” entity for U.S. tax purposes.
	(b)All present and future property and assets, real and personal, tangible and intangible, of the Borrower and each Guarantor, including, but not limited to, machinery and equipment (excluding vehicles), inventory and other goods, accounts receivable, deposit accounts, owned real estate, leaseholds (provided that no leasehold mortgages shall be required), fixtures, bank accounts, general intangibles, license rights, patents, trademarks, tradenames, copyrights, chattel paper, insurance proceeds, contract rights, hedge agreements, documents, instruments, indemnification rights, tax refunds, commercial tort claims, letter of credit rights, supporting obligations and cash with customary and appropriate exceptions and limitations to be agreed; provided that Identified Assets (as defined in Exhibit D hereto) that are used to secure Identified Debt (as defined in Exhibit D hereto), if applicable, shall be excluded from the First Lien Loan Security.
	(c)All proceeds and products of the property and assets described in clauses (a) and (b) above.
Intercreditor Agreement:	The lien priority, relative rights and other creditors’ rights issues in respect of the First Lien Facilities and the Second Lien Facility will be set forth in a customary intercreditor agreement (the “Intercreditor Agreement”), which shall be reasonably satisfactory to the Borrower, the Lead Arranger and the Lenders under each of the First Lien Facilities and the Second Lien Facility.
Interest Rates:	At the option of the Borrower, Loans may be maintained from time to time as (i) Base Rate Loans which shall bear interest at the Applicable

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Margin in excess of the Base Rate in effect from time to time or (ii) Eurodollar Loans which shall bear interest at the Applicable Margin in excess of the Eurodollar Rate (adjusted for maximum reserves) as determined by the Administrative Agent for the respective interest period; provided that, until the occurrence of a “successful syndication” (as defined in the Fee Letter), Eurodollar Loans may be incurred only with an interest period of 2 weeks.

“Base Rate” shall mean, as of any time, the higher of (i) 1/2 of 1% in excess of the federal funds rate and (ii) the rate published in the Wall Street Journal as the “prime rate” (or equivalent), in each case as in effect from time to time.

The “Applicable Margin” means at any time (i) for Revolving Loans (A) for the first two full fiscal quarters after the Closing Date, (x) if the corporate ratings of the Company (after giving effect to the Transaction) are at least B2 from Moody’s and B from S&P (in each case with at least stable outlook), 3.00% in the case of Revolving Loans maintained as Eurodollar Loans and 2.00% in the case of Revolving Loans maintained as Base Rate Loans and (y) if the corporate ratings of the Company (after giving effect to the Transaction) are other than as set forth in clause (x), 3.50% in the case of Revolving Loans maintained as Eurodollar Loans and 2.50% in the case of Revolving Loans maintained as Base Rate Loans, and (B) thereafter, the applicable percentage determined in accordance with step-downs based on the ratio of total debt to EBITDA of Holdings in amounts and levels to be determined and (ii) for Term Loans, (x) if the corporate ratings of the Company (after giving effect to the Transaction) are at least B2 from Moody’s and B from S&P (in each case with at least stable outlook), 3.00% in the case of Term Loans maintained as Eurodollar Loans and 2.00% in the case of Term Loans maintained as Base Rate Loans and (y) if the corporate ratings of the Company (after giving effect to the Transaction) are other than as set forth in clause (x), 3.50% in the case of Term Loans maintained as Eurodollar Loans and 2.50% in the case of Term Loans maintained as Base Rate Loans.

During the continuance of any payment or bankruptcy default under the First Lien Loan Documentation, the Applicable Margin on all overdue obligations owing under the First Lien Loan Documentation shall increase by 2% per annum.

Interest periods of 1, 2, 3 and 6, and, if available to all First Lien Lenders, 9 and 12 months shall be available in the case of Eurodollar Loans; provided, however, that until a “successful syndication” has occurred, interest periods of two weeks shall be permitted.

Interest in respect of Base Rate Loans shall be payable quarterly in arrears on the last business day of each fiscal quarter.  Interest in respect of Eurodollar Loans shall be payable in arrears at the end of the applicable interest period and every three months in the case of interest periods in excess of three months.  Interest will also be payable at the

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	time of repayment of any Loans, and at maturity.  All interest and commitment fee and other fee calculations shall be based on a 360-day year (or 365 or 366 days, as the case may be, in the case of Base Rate Loans).
Arranger and Administrative Agent Fees:	The Lead Arranger and the Administrative Agent shall receive such fees as have been separately agreed upon with Holdings.
Unused Commitment Fees:	Commencing on the Closing Date, a non-refundable fee (the “Commitment Fee”) in the amount of 0.50% per annum will accrue on the daily average unused portion of the Revolving Credit Facility commitments (whether or not then available), payable quarterly in arrears and on the final maturity of the Revolving Credit Facility (whether by stated maturity or otherwise).
Voluntary Commitment Reductions:	Voluntary reductions to the unutilized portion of the First Lien Facilities, including the Revolving Credit Facility, may be made from time to time by the Borrower without premium or penalty.
Voluntary Prepayment:	The Borrower may, upon at least one business day’s notice in the case of Base Rate Loans and three business days’ notice in the case of Eurodollar Loans, prepay, in full or in part, the First Lien Facilities without premium or penalty; provided, that each partial prepayment shall be in an amount of $1,000,000 or an integral multiple of $500,000 in excess thereof; provided further that any such prepayment of Eurodollar Loans shall be made together with reimbursement for any funding losses of the First Lien Lenders resulting therefrom.
Mandatory Prepayment and Commitment Reduction:	(i) 50% of excess cash flow (to be defined in a manner satisfactory to Holdings and the Lead Arranger and to step down to 25% based on Holdings achieving a ratio of consolidated total debt to consolidated EBITDA of 4.00 to 1.00), (ii) 100% of proceeds from permitted, non-ordinary course asset sales (or casualty or condemnation proceeds) in each fiscal year (subject to reinvestment baskets to be determined and excluding the proceeds of the sale of the Identified Business (as defined in Exhibit D hereto)), (iii) 100% of proceeds from the sale or issuance of debt securities (subject to certain exceptions, including for certain debt permitted under the First Lien Loan Documentation) and (iv) 50% of proceeds from the sale or issuance of equity securities (subject to certain exceptions), in each case applied to the remaining amortization payments of Term Loans (in direct order for payments due in the subsequent 12 months and then pro rata), then to the Second Lien Facility and then to the repayment of the outstanding principal amount under the Revolving Facility, without any reduction in the Revolving Loan Commitments.

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Documentation:	The commitments will be subject to the negotiation, execution and delivery of definitive First Lien Loan Documentation substantially consistent with the terms of the Commitment Documents, in each case prepared by counsel to the Lead Arranger.
Conditions Precedent to Initial Extension of Credit:	The conditions set forth on Exhibit C.
Conditions Precedent to Subsequent Extensions of Credit:	There shall exist no default under any of the First Lien Loan Documentation, and the representations and warranties of the Borrower and each of the Guarantors therein shall be true and correct in all material respects immediately prior to, and after giving effect to, such extension of credit.
Representations and Warranties:	Representations and warranties limited to the following and subject to materiality qualifiers customarily found in credit agreements for secured financings for affiliates of the Sponsor:  financial statements (including pro forma financial statements); no material adverse change; corporate existence; compliance with law; corporate power and authority; enforceability of the Loan Documentation; no conflict with law, constituent documents or contractual obligations; no material litigation; no default under Loan Documentation; ownership of subsidiaries and property; liens; existing debt; intellectual property; taxes; Federal Reserve regulations; ERISA; Investment Company Act; environmental matters; solvency; accuracy of disclosure; and creation and perfection of security interests.
Covenants:	Affirmative, negative and financial covenants (applicable to the Borrower and the Borrower’s subsidiaries) limited to the following and subject to materiality and other exceptions customary for secured financings for affiliates of the Sponsor:
	(a)Affirmative Covenants:
	1.	compliance with laws and regulations (including, without limitation, ERISA and environmental laws);
	2.	payment of taxes and other obligations;
	3.	maintenance of appropriate and adequate insurance;
	4.	preservation of corporate existence, rights (charter and statutory), franchises, permits, licenses and approvals;
	5.	visitation and inspection rights;
	6.	keeping of proper books in accordance with generally accepted accounting principles;
	7.	maintenance of properties;
	8.	performance of leases, related documents and other material agreements;
	9.	use of proceeds;

A-6

10.	further assurances as to perfection and priority of security interests;
11.	customary financial and other reporting requirements; and
12.	using commercially reasonable efforts to maintain any ratings of the Facilities with S&P and Moody’s.
(b)	Negative Covenants – Restrictions on:
1.	liens (other than liens securing the First Lien Facilities and the Second Lien Facility);
2.	debt (with exceptions for the Second Lien Facility and up to an agreed upon amount of existing debt of foreign subsidiaries), guaranties or other contingent obligations (including, without limitation, the subordination of all intercompany indebtedness on terms satisfactory to the First Lien Lenders);
3.	mergers and consolidations;
4.	sales, transfers and other dispositions of assets (other than sales of inventory in the ordinary course of business);
5.	loans, acquisitions, joint ventures and other investments;
6.	dividends and other distributions to stockholders;
7.	repurchasing shares of capital stock (provided that any redeemable preferred stock purchased, on terms and conditions reasonably satisfactory to the Administrative Agent, in connection with the Identified Structure (as defined in Exhibit D hereto) may be redeemed upon the sale of the Identified Business, it being understood that a 15% per annum dividend rate for such redeemable preferred stock so long as not paid currently in cash except upon redemption shall be satisfactory to the Administrative Agent);
8.	prepaying, redeeming or repurchasing subordinated debt or the Second Lien Facility;
9.	capital expenditures (it being understood that the limitation on capital expenditures shall provide at least a 25% cushion to plan);
10.	transactions with affiliates;
11.	granting negative pledges other than to the First Lien Lenders and under the Second Lien Facility;
12.	changing the nature of its business;
13.	amending organizational documents, or amending or otherwise modifying any material debt documents, (in each case in a manner that is adverse to the First Lien Lenders); and
14.	changing accounting policies or reporting practices.
The covenants listed in clauses (b)(1), (2), (3), (4), (5) and (10) above shall be subject to exceptions for transactions that are reasonably necessary to effect the Identified Structure.
Holdings will not be permitted to engage in any activities other than owning the capital stock of the Borrower, guaranteeing the Facilities,  otherwise consummating the Transaction and other activities customary for a passive holding company.

A-7

	(c)Financial Covenants – Maintenance of:
	1.a maximum ratio of total debt to EBITDA; and
	2.a minimum ratio of EBITDA to interest expense.
	The foregoing financial terms and ratios shall be defined in a manner reasonably satisfactory to the Borrower and the Lead Arranger and shall provide for a cushion to plan of at least 25%.  All of the financial covenants will be calculated on a consolidated basis and for each consecutive four fiscal quarter period, except that during the first year following the Closing Date such measurements shall be annualized based upon results for the period of time since the Closing Date.  Appropriate adjustments to the financial covenants shall be made to exclude debt, EBITDA and interest expense of unrestricted subsidiaries, including, without limitation, Identified Holdco (as defined in Exhibit D hereto).
Events of Default:	Limited to the following:
	1.failure to pay principal when due, or to pay interest or other amounts within three business days after the same becomes due, under the First Lien Loan Documentation;
	2.any representation or warranty proving to have been materially incorrect when made or confirmed;
	3.failure to perform or observe covenants set forth in the First Lien Loan Documentation within a specified period of time, where customary and appropriate, after notice or knowledge of such failure;
	4.cross-defaults to other indebtedness in an amount greater than $15 million;
	5.bankruptcy and insolvency defaults (with a 60-day grace period for involuntary proceedings);
	6.monetary judgment defaults in an amount greater than $15 million that remain unsatisfied or unstayed for a period of 30 consecutive days;
	7.material impairment of First Lien Loan Documentation or security;
	8.certain changes of ownership or operating control; and
	9.standard ERISA defaults.
Interest Rate Protection:	The Borrower shall obtain interest rate protection in form reasonably acceptable to the First Lien Lenders for a notional amount equal to 50%

A-8

	of the Term Loans and Second Lien Loans outstanding and for a period of three years.
Expenses:	The Borrower shall pay all of the Administrative Agent’s and the Lead Arranger’s reasonable, documented out-of-pocket due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, audit, insurance, consultant, search, filing and recording fees and all other reasonable documented out-of-pocket expenses incurred by the Administrative Agent or the Lead Arranger (including the fees and expenses of one counsel (together with one local or foreign counsel in each relevant jurisdiction) representing both the Administrative Agent and the Lead Arranger), when the transactions contemplated hereby are consummated, as well as all reasonable, documented out-of-pocket expenses of the Administrative Agent in connection with the administration of the First Lien Loan Documentation (including, without limitation, fees and expenses incurred in connection with the preparation of the First Lien Loan Documentation (and waivers or amendments thereto) or the “work-out” or restructuring of the obligations).  The Borrower shall also pay the reasonable documented out-of-pocket expenses of the Administrative Agent, the Lead Arranger and the First Lien Lenders in connection with the enforcement of any of the First Lien Loan Documentation.
Indemnity:	The Borrower will indemnify and hold harmless the Administrative Agent, the Lead Arranger, each First Lien Lender and each of their affiliates and their officers, directors, employees, agents and advisors from claims and losses relating to the Transaction or the First Lien Facilities, except to the extent arising primarily from any such person’s gross negligence, bad faith or willful misconduct.
Required Lenders:	First Lien Lenders holding loans and commitments representing more than 50% of the aggregate amount of loans and commitments under the First Lien Facilities
Waivers & Amendments:	Amendments and waivers of the provisions of the loan agreement and other definitive credit documentation will require the approval of the Required Lenders, except that the consent of all affected First Lien Lenders will be required with respect to certain customary issues, including but not limited to (i) increases in commitment amounts, (ii) reductions of principal, interest, or fees, (iii) extensions of scheduled maturities or times for payment, and (iv) releases of all or substantially all of the collateral or any material guarantee.
Assignments and Participations:	Assignments may be non-pro rata and must be to Eligible Assignees (to be defined) and, in each case other than an assignment to a First Lien Lender or an assignment of the entirety of a First Lien Lender’s interest in the First Lien Facilities, in a minimum amount of $1,000,000 with respect to the Term Loan Facility and $5,000,000 with respect to the Revolving Loan Facility, subject, in the case of assignments to persons

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	other than the assigning First Lien Lender’s affiliates, approved funds or existing First Lien Lenders, to the consent of the Administrative Agent and, unless an Event of Default has occurred and is continuing, the Borrower (such consent not to be unreasonably withheld or delayed).  Each First Lien Lender will also have the right, without consent of the Borrower or the Administrative Agent, to assign (i) as security all or part of its rights under the First Lien Loan Documentation to any Federal Reserve Bank and (ii) all or part of its rights or obligations under the First Lien Loan Documentation to any of its affiliates.  No participation shall include voting rights, other than for reductions or postponements of amounts payable or releases of all or substantially all of the collateral.
Taxes:	All payments are to be free and clear of any present or future taxes, withholdings or other deductions whatsoever (other than income taxes in the jurisdiction of the First Lien Lender’s applicable lending office).  The Borrower will indemnify the First Lien Lenders and the Administrative Agent for such taxes paid by the First Lien Lenders or the Administrative Agent.
Miscellaneous:	Standard yield protection (including compliance with risk-based capital guidelines, increased costs, payments free and clear of withholding taxes and interest period breakage indemnities), eurodollar illegality and similar provisions, defaulting First Lien Lender provisions, waiver of jury trial, and submission to jurisdiction provisions.
Governing Law:	New York.
Counsel for Morgan Stanley:	Shearman & Sterling LLP.

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EXHIBIT B

SUMMARY OF CERTAIN TERMS AND CONDITIONS
FOR THE SECOND LIEN FACILITY*

IV.The Parties

Borrower:                                                                                                                         ;               Same as the First Lien Facilities.

Lead Arranger:Morgan Stanley.

Syndication Agent:Morgan Stanley.

Administrative Agent:Morgan Stanley.

Lenders:Morgan Stanley and a syndicate of financial institutions and institutional lenders arranged by Morgan Stanley in consultation with the Borrower (the “Second Lien Lenders”).

Guarantors:                                                                                                                       
60;     Same as the First Lien Facilities.

V.Description of Second Lien Facility

General Description

of Second Lien Facility:A maximum amount of $75,000,000 in senior, second-priority secured financing to be provided to the Borrower pursuant to a term loan facility (the “Second Lien Facility”).  Loans made under the Second Lien Facility are herein collectively referred to as “Second Lien Loans”.

Maturity and Amortization:The final maturity of the Second Lien Facility shall be the eighth anniversary of the Closing Date (“Second Lien Maturity Date”).  The Second Lien Loans shall not amortize and shall be repaid in full on the Second Lien Maturity Date.

Use of Proceeds:Proceeds of the Second Lien Loans shall be used solely to finance, in part, the Transaction, including the Acquisition.

Availability:                                                                                                                       & #160;  Proceeds of the Second Lien Loans may only be borrowed on the Closing Date.  No amount of Second Lien Loans once repaid may be reborrowed.

VI.Terms Applicable to the Second Lien Facility

Closing Date:On or before March 31, 2007.

Security:                                                                                                                         ;                       Subject to the Intercreditor Agreement, the Second Lien Facility and the guarantees in respect thereof will be secured on a second-priority basis (subordinate only to the First Lien Facilities, any permitted additions

*Capitalized terms used herein and not defined herein shall have the meanings provided in the commitment letter (the “Commitment Letter”) to which this summary is attached.

thereto or refinancings thereof and Identified Debt, if applicable) by substantially all of the assets that secure the First Lien Facilities.

Intercreditor Agreement:The lien priority, relative rights and other creditors’ rights issues in respect of the First Lien Facilities and the Second Lien Facility will be set forth in a customary intercreditor agreement (the “Intercreditor Agreement”), which shall be reasonably satisfactory to the Borrower, the Lead Arranger and the lenders under each of the First Lien Facilities and the Second Lien Facility.

Interest Rates:At the option of the Borrower, Second Lien Loans may be maintained from time to time as (i) Base Rate Loans which shall bear interest at the Applicable Margin in excess of the Base Rate in effect from time to time or (ii) Eurodollar Loans which shall bear interest at the Applicable Margin in excess of the Eurodollar Rate (adjusted for maximum reserves) as determined by the Administrative Agent for the respective interest period; provided that, until the occurrence of a “successful syndication” (as defined the Fee Letter), Eurodollar Loans may be incurred only with an interest period of 2 weeks.

“Base Rate” shall mean, as of any time, the higher of (i) 1/2 of 1% in excess of the federal funds rate and (ii) the rate published in the Wall Street Journal as the “prime rate” (or equivalent), in each case as in effect from time to time.

The “Applicable Margin” means at any time 7.00% in the case of Second Lien Loans maintained as Eurodollar Loans and 6.00% in the case of Second Lien Loans maintained as Base Rate Loans.

During the continuance of any payment or bankruptcy default under the Second Lien Loan Documentation, the Applicable Margin on all overdue obligations owing under the Second Lien Loan Documentation shall increase by 2% per annum.

Interest periods of 1, 2, 3 and 6, and, if available to all Second Lien Lenders, 9 and 12 months shall be available in the case of Eurodollar Loans; provided, however, that until a “successful syndication” has occurred, interest periods of 2 weeks shall be permitted.

Interest in respect of Base Rate Loans shall be payable quarterly in arrears on the last business day of each fiscal quarter.  Interest in respect of Eurodollar Loans shall be payable in arrears at the end of the applicable interest period and every three months in the case of interest periods in excess of three months.  Interest will also be payable at the time of repayment of any Second Lien Loans, and at maturity.  All interest and other fee calculations shall be based on a 360-day year (or 365 or 366 days, as the case may be, in the case of Base Rate Loans).

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Arranger and

Administrative

Agent Fees:                                                                                                                    ;           The Lead Arranger and the Administrative Agent shall receive such fees as have been separately agreed upon with Holdings.

Voluntary Prepayment:Following repayment of all term loans outstanding under the First Lien Facilities, the Borrower may, upon at least one business day’s notice in the case of Base Rate Loans and three business days’ notice in the case of Eurodollar Loans, prepay, in full or in part, the Second Lien Facility without premium or penalty other than the payment of the Call Premium (as defined below); provided, that each partial prepayment shall be in an amount of $1,000,000 or an integral multiple of $500,000 in excess thereof; provided further that any such prepayment of Eurodollar Loans shall be made together with reimbursement for any funding losses of the Second Lien Lenders resulting therefrom.

Prepayment Premiums:  Prepayments (excluding mandatory prepayments from excess cash flow or asset sales) of the Second Lien Facility will be subject to the following prepayment premiums (expressed as a percentage of the outstanding principal amount of the Second Lien Facility that is set forth opposite the relevant period from the Closing Date indicated below (the “Call Premium”)):

Period	Percentages
Year 0-1:	2	%
Year 1-2:	1	%
Thereafter:	No premium

Mandatory Prepayments:Following repayment of all term loans and revolving credit loans outstanding under the First Lien Facilities, the Second Lien Loans will be repaid with the proceeds of the same mandatory prepayments that would otherwise be used to repay the First Lien Facilities.

Documentation:The commitments will be s ubject to the negotiation, execution and delivery of definitive Second Lien Loan Documentation substantially consistent with the terms of the Commitment Documents, in each case prepared by counsel to the Lead Arranger.

Conditions Precedent

to Initial Extension

of Credit:The conditio ns set forth on Exhibit C, as well as no default under any of the Second Lien Loan Documentation, and the representations and warranties of the Borrower and each of the Guarantors therein shall be true and correct in all material respects immediately prior to, and after giving effect to, such extension of credit.

Representations and

Warranties:                                                                                                                    ;           Same as the First Lien Facilities.

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Affirmative, Negative

and Financial

Covenants:Affirmative, negative and financial covenants (applicable to the Borrower and the Borrower’s subsidiaries) shall be the same as those set forth in the First Lien Facilities however certain negative covenants and the financial covenants will be less restrictive than those in the First Lien Facilities.

Events of Default:Limited to the following:

1.failure to pay principal when due, or to pay interest or other amounts within three business days after the same becomes due, under the Second Lien Loan Documentation;

2.any representation or warranty proving to have been materially incorrect when made or confirmed;

3.failure to perform or observe covenants set forth in the Second Lien Loan Documentation within a specified period of time, where customary and appropriate, after notice or knowledge of such failure;

4.cross-defaults to other indebtedness (other than the First Lien Credit Facilities) in an amount greater than $15 million and a cross-acceleration to the First Lien Loan Facilities;

5.bankruptcy and insolvency defaults (with a 60-day grace period for involuntary proceedings);

6.monetary judgment defaults in an amount greater than $15 million that remain unsatisfied or unstayed for a period of 30 consecutive days;

7.material impairment of Second Lien Loan Documentation or security;

8.certain changes of ownership or operating control; and

9.standard ERISA defaults.

Interest Rate

Protection:                                                                                                                    ;               Same as the First Lien Facilities.

Expenses:                                                                                                                   & #160;                    Same as the First Lien Facilities.

Indemnity:Same as the First Lien Facilities.

Required Lenders:Second Lien Lenders holding loans and commitments representing more than 50% of the aggregate amount of loans under the Second Lien Facility.

B-4

Waivers &

Amendments:                                                                                                                    ;  Amendments and waivers of the provisions of the loan agreement and other definitive credit documentation will require the approval of the Required Lenders, except that the consent of all affected Second Lien Lenders will be required with respect to certain customary issues, including but not limited to (i) increases in commitment amounts, (ii) reductions of principal, interest, or fees, (iii) extensions of scheduled maturities or times for payment, and (iv) releases of all or substantially all of the collateral or any material guarantee.

Assignments and

Participations:Assignments may be non-pro rata and must be to Eligible Assignees (to be defined) and, in each case other than an assignment to a Second Lien Lender or an assignment of the entirety of a Second Lien Lender’s interest in the First Lien Facilities, in a minimum amount of $1,000,000, subject, in the case of assignments to persons other than the assigning Second Lien Lender’s affiliates, approved funds or existing Second Lien Lenders, to the consent of the Administrative Agent and, unless an Event of Default has occurred and is continuing, the Borrower (such consent not to be unreasonably withheld or delayed).  Each Second Lien Lender will also have the right, without consent of the Borrower or the Administrative Agent, to assign (i) as security all or part of its rights under the Second Lien Loan Documentation to any Federal Reserve Bank and (ii) all or part of its rights or obligations under the Second Lien Loan Documentation to any of its affiliates.  No participation shall include voting rights, other than for reductions or postponements of amounts payable or releases of all or substantially all of the collateral.

Taxes:                                                                                                                    0;                                       All payments are to be free and clear of any present or future taxes, withholdings or other deductions whatsoever (other than income taxes in the jurisdiction of the Second Lien Lender’s applicable lending office).  The Borrower will indemnify the Second Lien Lenders and the Administrative Agent for such taxes paid by the Second Lien Lenders or the Administrative Agent.

Miscellaneous:Standard yield protection (including compliance with risk-based capital guidelines, increased costs, payments free and clear of withholding taxes and interest period breakage indemnities), eurodollar illegality and similar provisions, defaulting Second Lien Lender provisions, waiver of jury trial, and submission to jurisdiction provisions.

Governing Law:New York.

Counsel for Morgan Stanley:Shearman & Sterling LLP.

B-5

EXHIBIT C

CONDITIONS PRECEDENT TO CLOSING

Except as otherwise set forth below, the initial borrowing under each of the Facilities shall be subject to the satisfaction of each of the following conditions precedent:

1.Review and reasonable satisfaction of the Lead Arranger (to the extent material to the interests of the Lenders) with (a) the final structure of the Transaction, (b) the sources and uses of proceeds used to consummate the Transaction and (c) the terms and provisions of all documents, agreements and contracts related to the Transaction and the concurrent consummation of the Acquisition; provided that Morgan Stanley acknowledges that it is satisfied with the draft provided at 12:01 A.M. (New York time) on September 12, 2006 of the Acquisition Agreement and the other documents and agreements set forth on Schedule I hereto.

2.With respect to the First Lien Facilities, all First Lien Loan Documentation, including a credit agreement incorporating substantially the terms and conditions outlined in Exhibit A, shall be in form and substance reasonably satisfactory to the First Lien Lenders, together with customary closing documentation.  The First Lien Lenders shall be reasonably satisfied (to the extent material to the interests of the First Lien Lenders) with the terms and conditions of the Equity Contribution, the Rollover Equity and the Second Lien Facility.  Cash proceeds received from the Equity Contribution shall equal (taken together with the aggregate amount of the Rollover Equity) at least 30% of the total cost of the Transaction (including, without limitation, the purchase price for the Acquisition and related costs and expenses); and gross cash proceeds borrowed under the Second Lien Facility shall be no more than $75,000,000.  All such proceeds shall have been used or shall be used simultaneously with the initial extension of credit under the First Lien Loan Documentation by the Borrower in the manner described under the section “Use of Proceeds” set forth in Exhibit A.

3.With respect to the Second Lien Facility, all Second Lien Loan Documentation, including a credit agreement incorporating substantially the terms and conditions outlined in Exhibit B, shall be in form and substance reasonably satisfactory to the Second Lien Lenders, together with customary closing documentation.  The Second Lien Lenders shall be reasonably satisfied (to the extent material to the interests of the Second Lien Lenders) with the terms and conditions of the Equity Contribution, the Rollover Equity and the First Lien Facilities.  Cash proceeds received from the Equity Contribution shall equal (taken together with the aggregate amount of the Rollover Equity) at least 30% of the total cost of the Transaction (including, without limitation, the purchase price for the Acquisition and related costs and expenses); and gross cash proceeds borrowed under the First Term Facilities shall be no more than $125,000,000.  All such proceeds shall have been used or shall be used simultaneously with the initial extension of credit under the Second Lien Loan Documentation by the Borrower in the manner described under the section “Use of Proceeds” set forth in Exhibit B.

4.The Lenders shall be reasonably satisfied (to the extent material to the interests of the Lenders) with the ownership, management, corporate and legal structure of the Borrower and each of the other Guarantors both immediately before and after giving effect to the Acquisition.  After giving effect to the Transaction, Holdings and its subsidiaries shall have no outstanding indebtedness or preferred stock other than (a) the loans and other extensions of credit under the Facilities and (b) other limited indebtedness and preferred stock (so long as such preferred stock is on terms and

conditions reasonably satisfactory to the Lead Arranger) to be agreed upon (including, without limitation, up to an agreed amount of existing indebtedness of foreign subsidiaries).

5.All governmental and third party consents and approvals necessary to (i) consummate the Acquisition in accordance with the Acquisition Agreement, (ii) borrow under the Facilities, (iii) guarantee the indebtedness under the Facilities and (iv) grant the security interest (described in this Commitment Letter and the Exhibits hereto) in the assets of the Borrower and the Guarantors shall have been obtained and shall remain in effect and all applicable waiting periods shall have expired without any adverse action being taken by any competent authority.

6.The Borrower shall have delivered a certificate in form and substance reasonably satisfactory to the Lenders, attesting to the solvency of the Borrower and each Guarantor, taken as a whole, immediately before and immediately after giving effect to the Transaction.

7.The Lenders shall have received endorsements naming the Administrative Agent for the Lenders, on behalf of the Lenders, as an additional insured or loss payee, as applicable, under all insurance policies to be maintained with respect to the properties of the Borrower and its subsidiaries forming part of the Lenders’ collateral described under the section “Security” set forth in Exhibits A and B.  The Lenders shall have a valid and perfected first priority lien (subject to certain customary exceptions to be set forth in the First Lien Loan Documentation) and second priority lien (subject to certain customary exceptions to be set forth in the Second Lien Loan Documentation) ), as applicable, and security interest in the collateral referred to under the section “Security” set forth in Exhibit A and B; all filings, recordations and searches necessary in connection with such liens and security interests shall have been duly made (or will be duly made promptly upon consummation of the Acquisition); and all filing and recording fees and taxes, to the extent payable, shall have been duly paid.

8.The Lenders shall have received all customary closing documents and instruments, including (a) reasonably satisfactory opinions of counsel and (b) such corporate resolutions, certificates and other documents as the Lenders shall reasonably request.

9.All costs, fees and expenses of the Lead Arranger and the Lenders (including the fees and expenses of counsel for the Lead Arranger and foreign and local counsel for Morgan Stanley), to the extent payable under the Commitment Letter and reasonably invoiced in advance shall have been paid.

10.The Borrower shall have delivered (a) (i) U.S. GAAP audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Company’s 2005 and 2004 fiscal years, and, if available prior to the Closing Date, of the Company’s 2006 fiscal year, (ii) U.S. GAAP unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Company for (A) each subsequent fiscal quarter ended 45 days before the Closing Date and (B) to the extent available, each fiscal month after the most recent fiscal quarter for which financial statements were received by the Lenders as described above and ended 45 days before the Closing Date and (iii) a pro forma consolidated balance sheet and related pro forma consolidated statements of income and cash flows of the Company as of and for the twelve-month period ending at the most recent fiscal quarter ending at least 45 days prior to the Closing Date prepared after giving effect to the Transaction as if the Transaction had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements) and (b) evidence that the ratio of total consolidated debt of Holdings at the Closing Date to the consolidated EBITDA of Holdings for the twelve month period ended September 30, 2006 (calculated in a manner reasonably satisfactory to the

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Lead Arranger and the Borrower and including appropriate and customary adjustments which will include, among others, those adjustments set forth in an attachment to the Fee Letter and appropriate adjustments to exclude debt, EBITDA and interest expense of unrestricted subsidiaries, including, without limitation, Identified Holdco) shall not be greater than 5.2:1.0.  There shall not have occurred since June 30, 2006 any Company Material Adverse Change (as defined in the Acquisition Agreement).

11.The Lead Arranger shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act.

Notwithstanding anything in the Commitment Letter, this Exhibit C, Exhibits A and B to the Commitment Letter, the Fee Letter, the First Lien Loan Documentation or the Second Lien Loan Documentation or any other letter agreement or other undertaking concerning the financing of the Transaction to the contrary, (x) the only representations and warranties contained in the First Lien Loan Documentation or the Second Lien Loan Documentation relating to the Company the making of which shall be a condition to availability of the First Lien Facilities or the Second Lien Facilities on the Closing Date shall be (i) such of the representations and warranties of the Company in the Acquisition Agreement as are material to the interests of the Lenders and (ii) the representations and warranties of the Borrower set forth in Exhibit A to the Commitment Letter relating to corporate power and authority, the enforceability, due authorization, execution and delivery of the First Lien Loan Documentation and the Second Lien Loan Documentation, Federal Reserve regulations, non-contravention in respect of (A) borrowing under the Facilities, (B) guaranteeing the indebtedness under the Facilities and (C) granting the security interest (described in this Commitment Letter and the Exhibits hereto) in the assets of the Borrower and the Guarantors, solvency, the Investment Company Act and validity, priority and perfection of security interests in the collateral and (y) the terms of the First Lien Loan Documentation and the Second Lien Loan Documentation shall be in a form such that they do not impair availability of the First Lien Facilities and the Second Lien Facilities on the Closing Date if the conditions set forth in the Commitment Letter, on this Exhibit C and in Exhibits A and B to the Commitment Letter are satisfied (it being understood that to the extent any guarantee or collateral (other than the pledge and perfection of the security interests with respect to which a lien may be perfected by the filing of a financing statement under the Uniform Commercial Code or the delivery of stock certificates of any domestic entity) is not provided on the Closing Date after your use of commercially reasonable efforts to do so, the delivery of such guarantee or collateral shall not constitute a condition precedent to the availability of the Facilities on the Closing Date but shall be required to be delivered after the Closing Date pursuant to arrangements and timing to be mutually agreed).

C-3

Schedule I to
Exhibit C to the Commitment Letter

1.Drafts of contribution and voting agreements (in the forms attached as Exhibit A and Exhibit B to the Acquisition Agreement) delivered to the Lead Arranger at 7:38 A.M. (New York time) on September 11, 2006, between Holdings and the Company’s shareholders party thereto to be executed simultaneously with the Acquisition Agreement; it being understood that such drafts do not include the schedules or exhibits thereto.

2.All English language documents provided to or by or on behalf of Francisco Partners in connection with the Transaction that have been:

a.made available to Morgan Stanley’s counsel by posting to (a) the Meteor data site hosted by Merrill Corporation, or (b) the FTP data site identified to us; or

b.e-mailed, couriered or otherwise delivered to, and received by, any of the following attorneys at Shearman & Sterling LLP:  Maura O’Sullivan, Michael Baker or Randal Palach;

in each case prior to 12:00 A.M. (New York time) on September 12, 2006.

C-4

EXHIBIT D

IDENTIFIED STRUCTURE

In the event that the closing of that certain transaction identified to us as permitted pursuant to Section 5.1(e) of the Acquisition Agreement (and the related section of the disclosure letter thereto) (the “Identified Transaction”) is delayed beyond the Closing Date, Holdings shall be entitled to complete the following alternative financing structure for the Identified Transaction (the “Identified Transaction Structure”):

1.Incorporation of a direct or indirect wholly-owned subsidiary of Holdings or the Borrower (“Identified Holdco”) to acquire and hold as its sole asset the equity interests in the business that is the subject of the Identified Transaction (the “Identified Business”, and the underlying assets of the Identified Business being referred to as the “Identified Assets”); it being understood that Identified Holdco will be an “unrestricted subsidiary” under the Loan Documentation;

2.The transfer of the Identified Business to Identified Holdco shall be financed by (a) the issuance of redeemable preferred stock (“Identified Preferred Stock”) by the Borrower; or (b) the incurrence of debt (“Identified Debt”) by Identified Holdco (it being understood that Identified Debt may be designated as “permitted debt” under the Loan Documentation);

3.The proceeds of the sale of the Identified Business shall be used to redeem the Identified Preferred Stock or repay the Identified Debt, as the case may be; and

4.Lenders of Identified Debt shall not have recourse to any assets of Holdings or any of Holdings’ direct or indirect subsidiaries other than Identified Assets and none of Holdings, the Borrower or any of their restricted subsidiaries shall provide any credit support (contingent or otherwise) in respect of the Identified Debt or Identified Preferred Stock.

EX-99.5

Exhibit 99.5

Meteor Holding Corporation

2882 Sand Hill Road

Suite 280

Menlo Park, CA 94025

September 12, 2006

Elliott Associates, L.P.

712 Fifth Avenue

New York, NY 10019

Ladies and Gentlemen:

In connection with the execution of that certain Agreement and Plan of Merger (the “Merger Agreement”) dated September 12, 2006 by and among Meteor Holding Corporation (“Parent”), Meteor Merger Corporation, a wholly-owned subsidiary of Parent (“Merger Sub”) and Metrologic Instruments, Inc. (the “Company”) whereby Merger Sub will merge with and into the Company (the “Merger”), Parent agrees as follows:

1.             Termination Fee.

(a)           Pursuant to Section 8.3(b) of the Merger Agreement, the Company has agreed to pay to Parent a termination fee in an amount equal to $18,250,000.00 (the “Termination Fee”) if the Merger Agreement is terminated for certain reasons specified therein.  In the event that the Merger Agreement is terminated by the Company prior to the Closing and the Termination Fee becomes due and payable pursuant to Section 8.3(b) of the Merger Agreement, Parent agrees to apply the Termination Fee as follows: (i) first, to pay the reasonable out-of-pocket third-party fees and expenses incurred by each of Parent, FP-Metrologic, LLC, HK and EA in connection with the authorization, preparation, negotiation, execution and performance of this letter agreement, the Merger Agreement, the Contribution Agreements, the Stockholders Agreement, any related agreements, and the transactions contemplated hereby and thereby (the “Expenses”); and (ii) second, after payment in full of the Expenses, to promptly pay to EA its Pro Rata Portion of the Net Termination Fee (the “Fee”).

(b)           If the Termination Fee becomes payable pursuant to Section 8.3(b) of the Merger Agreement and prior to such termination any Acquisition Proposal shall have been made known to the Company or publicly disclosed, and EA or any of its Affiliates does any of the following:

(A)          fails to vote or consent (or cause to be voted or consented), in person or by proxy, any Subject Shares against the Subject Acquisition Proposal or any related proposal submitted for the vote or consent of stockholders in connection with the Subject Acquisition Proposal, or grants any proxies, deposits any Subject Shares into any voting trust, or enters into any voting agreement with respect to any Subject Shares, which Subject Shares are not then voted against the Subject Acquisition Proposal or any such related proposal;

(B)           in the event the Subject Acquisition Proposal involves a tender offer, tenders any Subject Shares in such tender offer; or

(C)           prior to the record date for the vote applicable to the Subject Acquisition Proposal (or, in the event the Subject Acquisition Proposal involves a tender offer, the later of the expiration of the tender offer or, if applicable, the record date for the stockholder vote in respect of the related second-step merger), transfers beneficial or record ownership of the Subject Shares (other than to an Affiliate, in which case the actions of such Affiliate with respect to the Subject Shares shall be deemed to be the actions of EA),

then, with respect to each such action (but without duplication), EA will promptly refund to Parent an amount equal to the product of (x) the Fee multiplied by (y) the quotient of the number of Subject Shares with respect to which such action was taken divided by the total number of Subject Shares beneficially owned or held of record by the Co-Investors as of the date hereof; provided, however, that if the Merger Agreement is terminated other than pursuant to Section 8.1(e) (excluding from Section 8.1(e) clauses (i)(A), (iii) and (vi) thereof) or Section 8.1(h) of the Merger Agreement, the obligations of this Section 1(b) shall terminate three months after the termination of the Merger Agreement.

(c)           If the Termination Fee becomes payable pursuant to Section 8.3(b) of the Merger Agreement and prior to such termination any Acquisition Proposal shall have been made known to the Company or publicly disclosed, and EA or any of its Affiliates contributes, exchanges or transfers, or enters into a binding agreement to contribute, exchange or transfer, any Subject Shares in support of the Subject Acquisition Proposal, or makes, or enters into a binding commitment to make, an equity investment in connection with the financing of the transaction contemplated by the Subject Acquisition Proposal, then EA will promptly return the Fee to Parent; provided, however, that if the Merger Agreement is terminated other than pursuant to Section 8.1(e) (excluding from Section 8.1(e) clauses (i)(A), (iii) and (vi) thereof) or Section 8.1(h) of the Merger Agreement, the obligations of this Section 1(c) shall terminate three months after the termination of the Merger Agreement.

(d)           EA will provide such information as Parent reasonably requests to demonstrate that it has not taken any of the actions described in clauses (b) or (c) above.

(e)           For purposes of this letter agreement:

“Co-Investors” means EA and Elliott International, L.P.

“Contribution Agreement” means the Contribution and Voting Agreement between Parent and the Co-Investors listed therein dated September 12, 2006, as the same may be amended from time to time.

“EA” means Elliott Associates, L.P.

“EA Value” means the product of (i) the number of shares of Company Common Stock that the Co-Investors agreed to contribute to Parent at the Contribution Closing

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(as defined in the Contribution Agreement) pursuant to the Contribution Agreement multiplied by (ii) the Merger Consideration.

“FP Commitment Amount” means either (i) $128,000,000.00, in the event the transaction contemplated by Section 5.1(e) of the Company Disclosure Letter (the “Transaction”) has been consummated in accordance with the terms of the Merger Agreement prior to the termination of the Merger Agreement or (ii) $153,000,000.00, if the Transaction has not been so consummated prior to the termination of the Merger Agreement.

“HK” means any of the Shareholder Parties in the Contribution and Voting Agreement between Parent, C. Harry Knowles, and the other parties listed therein dated September 12, 2006, as the same may be amended from time to time.

“Net Termination Fee” means the Termination Fee minus the Expenses.

“Pro Rata Portion” means the quotient obtained by dividing (i) the EA Value by (ii) the sum of (x) the EA Value and (y) the FP Commitment Amount.

“Subject Shares” shall mean all shares of Company Common Stock beneficially owned or held of record by each of the Co-Investors or to which any of the Co-Investors, directly or indirectly, possesses the right to vote or direct the voting.

“Subject Acquisition Proposal” means, with respect to Section 1(b) and 1(c) hereof, the Acquisition Proposal referred to therein, which had been made known to the Company or was publicly disclosed prior to the termination of the Merger Agreement.

2.             Definitions. All capitalized terms used but not defined herein shall have the meaning ascribed to them in the Merger Agreement.

3.             Governing Law; Consent to Jurisdiction.  This letter agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of New York.  Each of the parties hereby consents to service of process in any such proceeding in any manner permitted by applicable law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 5.1 of the EA Contribution Agreement is reasonably calculated to give actual notice.

4.             Waiver of Jury Trial.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

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5.             Successors.  All of the terms, agreements, covenants, representations, warranties, and conditions of this letter agreement are binding upon, and inure to the benefit of and are enforceable by, the parties and their respective successors and permitted assigns.

6.             Assignment.  Neither this letter agreement nor any of the rights, interests or obligations under this letter agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise by any of the parties hereto without the prior written consent of the other parties, and any such assignment without such prior written consent shall be null and void. Notwithstanding the foregoing, Parent may assign its rights and obligations hereunder to any Affiliate without the prior written consent of the other party hereto, in connection with any corresponding assignment by Parent of its rights under the Merger Agreement to receive the Termination Fee, and EA may assign its rights and obligations hereunder to any Affiliate, in each case without the prior written consent of the other party hereto; provided that no such assignment shall relieve the assigning party of its obligations hereunder.

7.             Counterparts.  This letter agreement may be executed in two or more counterparts, and by different parties on separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

8.             Severability.  The provisions of this letter agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof.

[Signature page follows]

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Please confirm your agreement with the foregoing by signing and returning a copy of this letter agreement to the undersigned.

METROLOGIC HOLDING CORPORATION
By:	/s/ David ibnAle
Name:			David ibnAle
Title:		Vice President and Treasurer

ACCEPTED AND AGREED as

Of the date first written above:

ELLIOTT ASSOCIATES, L.P.
By: ELLIOTT CAPITAL ADVISORS, L.P.
its General Partner
By: BRAXTON ASSOCIATES, INC.
its General Partner
By:	/s/ Elliot Greenberg
Name:  Elliot Greenberg
Title:    Vice President

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EX-99.6

Exhibit 99.6

August 24, 2006

PERSONAL AND CONFIDENTIAL

Francisco Partners II, L.P.

2882 Sand Hill Road Suite 280

Menlo Park, CA 94025

Dear Sirs:

In connection with your consideration of a possible transaction (the “Transaction”) with Metrologic Instruments, Inc. (together with its subsidiaries and affiliates, the “Company”), the Company is prepared, subject to the terms and conditions of this agreement, to make available to you certain information regarding the Company (such information (whether written or oral) furnished to you and your Representatives (as defined below), whether prior to, on, or following the date hereof, together with analyses, compilations, forecasts, studies, or other documents or records prepared by you or your Representatives which contain, are based on, or otherwise reflect or are generated in whole or in part from such information, including that stored on any computer, word processor or other similar device, collectively, the “Confidential Information”).

You hereby agree as follows:

(1)You shall use the Confidential Information solely for the purpose of evaluating the Transaction between you and the Company and you shall keep the Confidential Information confidential, except that you may disclose the Confidential Information or portions thereof to those of your directors, officers, employees, affiliates, representatives (including, without limitation, financial advisors, attorneys, and accountants and their respective representatives or consultants or any third parties who may provide equity or debt financing for a Transaction), (collectively, the “Representatives”): (a) who need to know such information for the purpose of evaluating the Transaction, and (b) who are informed by you of the confidential nature of the Confidential Information.  You shall be responsible for any breach of this agreement by your Representatives in the event that you or any of your Representatives are requested or required (by deposition, interrogatory, request for documents, subpoena, civil investigative demand, or similar process or by law, rule, regulation or applicable professional standards of the American Institute of Certified Public Accountants, the Public Company Accounting Oversight Board or state boards of accountancy obligations thereunder) to disclose any of the Confidential Information, you shall provide the Company with prompt prior written notice of such requirement, you or your Representatives shall furnish only that portion of the Confidential Information which you or your Representatives are advised by counsel is legally required, and you or your Representatives shall exercise commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such Confidential Information.

(2)If you determine not to proceed with the Transaction, you will promptly inform the Company of that decision and, in that case or at any time upon the request of the Company, you and your Representatives shall promptly either (a) destroy all copies of the written Confidential Information and any other written material containing or reflecting any information in the Confidential Information in your or their possession or under your or their custody or control (including that stored in any computer, word processor, or similar device) and confirm such destruction to the Company, in writing or (b) return to the Company, all copies of the Confidential Information furnished to you by or on behalf of the Company in your possession or in the possession of your Representatives and any other written material containing or

reflecting any information in the Confidential Information.  However, if compliance with the foregoing would violate any applicable law or regulation, you may retain one copy of such information provided that it is not used for any purpose other than to evidence your compliance with such law, regulation, and that such information is maintained in confidence as set forth in this Agreement.  Notwithstanding the foregoing, your Representatives that are accounting firms shall have the right to retain any analyses and supporting documentation prepared by it or by any of its affiliates or related entities which are based on or contain portions of the Confidential Information evidencing such Representative’s services for you or your affiliates for archival purposes; provided that, any such materials retained shall continue to be subject to the terms of this letter agreement.  Any oral Confidential Information will continue to be held subject to the terms of this agreement.

(3)The term “Confidential Information” does not include any information which (a) at the time of disclosure is generally available to and known by the public (other than as a result of a disclosure by you or by any of the Representatives) (b) was available to you on a non-confidential basis from a source (other than the Company or its representatives) that is not and was not prohibited from disclosing such information to you by a contractual, legal, or fiduciary obligation or (c) is already in your possession, provided that such information is not known by you or your Representative to be subject to another confidentiality agreement with or other obligation of secrecy to the Company or another party.

(4)Without the prior written consent of the Company, you and your Representatives shall not disclose to any person (a) that any investigations, discussions, or negotiations are taking place concerning the Transaction or any other possible transaction involving the Company and you, (b) that you have requested or received any Confidential Information, or (c) any of the terms, conditions, or other facts with respect to the Transaction or such investigations, discussions, or negotiations, including the status thereof except as required by law, rule, regulation or pursuant to applicable professional standards of the American Institute of Certified Public Accountants, Public Company Accounting Oversight Board or state boards of accountancy or obligations thereunder.  The term “person” as used in this agreement shall be broadly interpreted to include the media and any corporation, partnership, group, individual, or entity.

(5)You agree that (a) all communications regarding the Transaction, (b) requests for additional information, facility tours, or management meetings; and (c) discussions or questions regarding procedures with respect to the Transaction, will be submitted or directed to Bruce Harrison or Kevin Bratton of the Company.  Accordingly, you agree that you will not contact or communicate with any officer, director, employee, or agent of the Company concerning the Confidential Information or a Transaction, except as expressly requested by the Company.  Notwithstanding the foregoing, normal course of business contact or communication with any agent of the Company with which you have an established relationship shall not be prohibited.  You further agree that, for a period of two years from the date of this agreement, you, and your affiliates (as such term is defined under the Securities Exchange Act of 1934, as amended (the “1934 Act”)), will not, directly or indirectly, solicit for employment or hire any employee or officer of the Company with whom you have had contact or who became known to you in connection with your consideration of the Transaction without the prior written consent of the Company.  The foregoing will not prevent you from hiring employees who approach you on their own initiative including those responding to generalized searches by you for employees through media advertisements, employment firms or otherwise, that are not focused on persons employed by the Company.

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(6)You acknowledge and agree that (a) the Company is free to conduct the process leading up to a possible Transaction as the Company, in its sole discretion, may determine (including, without limitation, by negotiating with any prospective buyer and entering into a preliminary or definitive agreement without prior notice to you or any other person), (b) the Company reserves the right, in its sole discretion, to change the procedures relating to your consideration of the Transaction at any time without prior notice to you or any other person, to reject any and all proposals made by you or any of your Representatives with regard to the Transaction, and to terminate discussions and negotiations with you at any time and for any reason, and (c) unless and until a written definitive agreement concerning the Transaction has been executed and delivered, neither the Company nor its officers, directors, employees, affiliates, stockholders, agents, advisors or controlling persons will have any legal obligation or liability to you of any kind whatsoever with respect to the Transaction, whether by virtue of this agreement, any other written or oral expression with respect to the Transaction or otherwise.  For purposes hereof, the term “definitive agreement” does not include an executed letter of intent or any other preliminary written agreement, nor does it include any written or oral acceptance of an offer or bid on your part.  The agreement set forth in this paragraph may be modified or waived only by a separate writing by the Company and you expressly so modifying or waiving such agreement.

(7)You agree that, for a period of two years from the date of this agreement, unless such shall have been specifically invited in writing by the Company, neither you nor any of your affiliates (as such term is defined under the 1934 Act) or Representatives acting on your behalf will in any manner, directly or indirectly, (a) effect or seek, offer, or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way assist any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of greater than 1% of the securities (or of beneficial ownership thereof) or assets of the Company or any of its subsidiaries; (ii) any tender or exchange offer, merger, or other business combination involving the Company or any of its subsidiaries; (iii) any recapitalization, restructuring, liquidation, dissolution, or other extraordinary transaction with respect to the Company or any of its subsidiaries; or (iv) any solicitation of proxies or consents to vote greater than 1% of the voting securities of the Company; (b) form, join or in any way participate in a “group” (as defined under the 1934 Act); (c) take any action which might force the Company to make a public announcement regarding any of the types of matters set forth in (a) above; or (d) enter into any discussions or arrangements with or, assist, advise or encourage any third party with respect to any of the foregoing.

(8)You acknowledge that you and your Representatives may receive material non-public information in connection with your evaluation of the Transaction and you are aware (and you will so advise your Representatives) that the United States securities laws impose restrictions on trading in securities when in possession of such information.

(9)You understand and acknowledge that none of the Company or any of its officers, directors, employees, affiliates, stockholders, agents, or controlling persons is making any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information, and each of the Company and such other persons expressly disclaims any and all liability to you or any other person that may be based upon or relate to (a) the use of the Confidential Information by you or any of the Representatives or (b) any errors therein or omissions therefrom.  You further agree that you are not entitled to rely on the accuracy and completeness of the Confidential Information and that you will be entitled

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to rely solely on those particular representations and warranties, if any, that are made to a purchaser in a definitive agreement relating to the Transaction when, as, and if it is executed, and subject to such limitations and restrictions as may be specified in such definitive agreement.

(10)You acknowledge that remedies at law may be inadequate to protect the Company against any actual or threatened breach of this agreement by you or your Representatives, and, without prejudice to any other rights and remedies otherwise available to the Company, you agree to the granting of equitable relief, including injunction, in the Company’s favor without proof of actual damages.  You agree to reimburse the Company for reasonable legal fees and other costs incurred to enforce this agreement.

(11)You agree that no failure or delay by the Company in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

(12)This agreement shall be binding upon the parties and their respective successors and assigns.

(13)Unless otherwise provided herein, your obligations under this letter shall terminate two (2) years from the date hereof

(14)This agreement and all controversies arising from or relating to performance under this agreement shall be governed by and construed in accordance with the laws of the State of New York.  You submit to the exclusive jurisdiction of the federal and state courts in Manhattan, New York with respect to any dispute arising out of or relating to this agreement and you irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.  You further agree to service of any process, summons, notice of document by U.S. registered mail to any proceeding arising out of this agreement.  You agree to pay the Company and its advisors and representatives for any costs and expenses, including reasonable attorneys’ fees and expenses they may incur in connection with the successful enforcement of this agreement.

(15)You and your Representative’s understandings and agreements contained herein shall supercede and apply to any acceptance, acknowledgement or confirmation by you or your Representatives of conditions of access to any Confidential Information or data room or website notwithstanding anything to the contrary contained in any confidentiality agreement or in such conditions or on such website.

This agreement contains the entire agreement between the parties concerning the subject matter hereof, and no modification of this agreement or waiver of the terms and conditions hereof will be binding unless approved in writing by the parties, or otherwise in accordance with the terms of this agreement.

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Please confirm your agreement to the foregoing by signing both copies of this agreement and returning one to the undersigned.

Very truly yours,
Metrologic Instruments, Inc.
By:	/s/ Bruce L. Harrison
VP/GC

Accepted and agreed

as of the date first written above:

FRANCISCO PARTNERS II, L.P.
By: FRANCISCO PARTNERS GP II, L.P.
its General Partner
By: FRANCISCO PARTNERS GP II
MANAGEMENT, LLC
its General Partner
By:	/s/ Andrew Kowal
Name:			Andrew Kowal
Title:		Vice President

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EX-99.7

Exhibit 99.7

ADVISORY AGREEMENT

This Advisory Agreement (this “Agreement”) is made and entered into as of                                 , 200      by and between Meteor Holding Corporation, a Delaware corporation (the “Company”) and Francisco Partners Management, LLC (“Advisor”).  Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Stockholders Agreement by and between the Company, FP-Metrologic, LLC and certain other persons named therein dated as of                               , 200     (as the same may be amended from time to time).

WHEREAS, the Company desires to retain Advisor and Advisor desires to perform for the Company and/or its subsidiaries certain services;

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1.             Term.  (a) This Agreement shall be in effect for an initial term of ten (10) years commencing on the date hereof (the “Term”), and shall be automatically extended thereafter on a year-to-year basis unless either the Company or Advisor provides written notice of its desire to terminate this Agreement to the other party 90 days prior to the expiration of the Term or any extension thereof; provided, however, that (i) this Agreement will automatically terminate at such time as Advisor and its Affiliates (together with its and their Permitted Transferees), taken together, do not constitute a Five Percent Stockholder, at which time the Company’s obligation to pay Advisory Fees (other than Advisory Fees (including Deferred Payments) then due and owing but not yet paid by the Company), shall terminate, and (ii) except as provided in Section l(b), the Company may terminate its obligation to pay Advisory Fees (other than Advisory Fees (including Deferred Payments) then due and owing but not yet paid by the Company), and correspondingly, Advisor’s obligations under Section 2, at the Company’s option, upon or concurrently with the Company’s Initial Public Offering, by providing Advisor not less than ten (10) days prior written notice (an “Early Termination”).  In the event of an Early Termination pursuant to clause (ii) of the foregoing proviso, the Company shall pay to Advisor an amount equal to the Termination Fee.

(b)           As used herein, the “Termination Fee” means the net present value of all Advisory Fees that would have been payable from the Company to Advisor from the effective date of the Early Termination through the end of the Term, assuming that an Early Termination had not occurred.  Any calculation of net present value done in connection with the payment of the Termination Fee shall be calculated by the board of directors of the Company in good faith.

2.             Services.  Advisor shall perform or cause to be performed such services for the Company and/or its subsidiaries as directed by the Company’s board of directors, which may include, without limitation, the following:

(a)           executive and management services;

(b)           identification, support and analysis of acquisitions and dispositions by the Company or its subsidiaries;

(c)           support and analysis of financing alternatives, including, without limitation, in connection with acquisitions, capital expenditures and refinancing of existing indebtedness;

(d)           finance functions, including assistance in the preparation of financial projections, and monitoring of compliance with financing agreements;

(e)           human resource functions, including searching and hiring of executives; and

(f)            other services for the Company or its subsidiaries upon which the Company’s board of directors and Advisor agree.

Notwithstanding any provision in this Agreement to the contrary, each of the parties hereto acknowledges and agrees that there are no minimum levels of services required to be provided to the Company pursuant to this Agreement.

3.             Advisory Fee.  (a) Subject to the terms and conditions herein, the Company shall pay the Advisor and/or its designee a quarterly advisory fee (the “Advisory Fee”) equal to the greater of (i) $375,000 or (ii) 0.1625% of the annual consolidated revenue of the Company and its subsidiaries (determined on a trailing twelve month basis ending on the last day of the calendar quarter immediately preceding the Quarterly Payment Date (the “Measurement Date”), plus the reasonable and documented out-of-pocket fees and expenses of the Advisor and/or its Affiliates (including without limitation, costs of travel and fees and expenses of counsel, accountants and consultants).  The Advisory Fee shall be payable in advance (the “Quarterly Payments”) on                           30,                           30,                           30, and                           30 of each year (each a “Quarterly Payment Date”), beginning on                           30, 200     .

(b)           Collection of Fee.  The decision whether to collect any Quarterly Payment in a given quarter or whether to defer any Quarterly Payment shall be in the Advisor’s sole discretion; provided, however, that notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to make any Quarterly Payment to the Advisor to the extent the making of such payment (a “Deferred Payment”) would not be in compliance with the terms and conditions of the Loan Agreement; provided, further, that the Company shall be obligated to make any such Deferred Payment at such time as such payment is permitted to be made under the terms of the Loan Agreement.  The Advisor’s decision not to collect or to defer the collection of a Quarterly Payment in any given quarter shall not be construed to be a waiver of the Advisor’s right to collect any Quarterly Payment in any future quarter.  For purposes hereof, “Loan Agreement” means                          .

(c)           Fee Calculation.  All fees and expenses described in this paragraph 3 incurred from and after the date hereof shall be payable to the Advisor or its designees on a quarterly basis simultaneously with the Quarterly Payments.

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(d)           Payment Instructions.  All payments to the Advisor shall be made via wire transfer in accordance with the following instructions, or as otherwise instructed by the Advisor in writing, beginning 30 days after the Company’s receipt of such instructions:

Credit:

Bank Name:

Bank Address:

Account Number:

ABA Routing Number:

Reference:

4.             Transaction Fees.  The Company hereby agrees to pay to Advisor or its designee upon the consummation of the Merger a fee (the “Transaction Fee”) for services rendered in connection with the structuring of the financing for the transactions contemplated by the Merger Agreement and certain other management services in an amount equal to Twelve Million Dollars ($12,000,000), plus reasonable and documented out-of-pocket expenses.  The Transaction Fee shall be payable to Advisor or its designees by wire transfer to an account designated in writing by the Advisor.  For purposes hereof, “Merger Agreement” means that certain Agreement and Plan of Merger, dated September 12, 2006 (as the same may be amended from time to time) by and between the Company, Meter Merger Corporation, a New Jersey corporation and wholly owned subsidiary of the Company, and Metrologic Instruments, Inc., a New Jersey corporation.

5.             Personnel.  Advisor shall provide and devote to the performance of this Agreement such partners, employees and agents of Advisor as Advisor shall deem appropriate to the furnishing of the services required.

6.             Liability.  Neither Advisor nor any other Indemnitee (as defined in Section 7 below) shall be liable to the Company or any of its subsidiaries or affiliates for any loss, liability, damage or expense arising out of or in connection with the performance of services contemplated by this Agreement, unless such loss, liability, damage or expense shall be proven to result directly from gross negligence, willful misconduct or bad faith on the part of an Indemnitee acting within the scope of such person’s employment or authority.  Advisor makes no representations or warranties, express or implied, in respect of the services to be provided by Advisor or any of the other Indemnitees.  Except as Advisor may otherwise agree in writing after the date hereof (i) Advisor shall have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly: (A) engage in the same or similar business activities or lines of business as the Company or any of its subsidiaries, including those competing with the Company or any of its subsidiaries and (B) do business with any client or customer of the Company or any of its subsidiaries; (ii) neither Advisor nor any officer, director, employee, partner, affiliate or associated entity thereof shall be liable to the Company or any of its subsidiaries or affiliates for breach of any duty (contractual or otherwise) by reason of any such activities of or of such person’s participation therein; and (iii) in the event that Advisor acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Company or any of its subsidiaries, on the one hand, and Advisor, on the other hand, or any other person, Advisor shall have no duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company or any of its subsidiaries and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company or any of its subsidiaries for

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breach of any duty (contractual or otherwise) by reasons of the fact that Advisor directly or indirectly pursues or acquires such opportunity for itself, directs such opportunity to another person, or does not present such opportunity to the Company or any of its subsidiaries.  In no event will any of the parties hereto be liable to any other party hereto for any indirect, special, incidental or consequential damages, including lost profits or savings, whether or not such damages are foreseeable, or in respect of any liabilities relating to any third party claims (whether based in contract, tort or otherwise) other than the Claims (as defined in Section 7 below) relating to the service to be provided by Advisor hereunder.

7.             Indemnity.  Each of the Company and its subsidiaries shall defend, indemnify and hold harmless each of Advisor, its affiliates, members, partners, employees and agents (collectively, the “Indemnitees”) from and against any and all loss, liability, damage or expenses arising from any claim by any person with respect to, or in any way related to, the performance of services contemplated by this Agreement (including attorneys’ fees) (collectively, “Claims”) resulting from any act or omission of any of the Indemnitees, other than for Claims which shall be proven to be the direct result of gross negligence, bad faith or willful misconduct by an Indemnitee.  Each of the Company and its subsidiaries shall defend at its own cost and expense any and all suits or actions (just or unjust) which may be brought against the Company, any of its subsidiaries or any of the Indemnitees or in which any of the Indemnitees may be impleaded with others upon any Claims, or upon any matter, directly or indirectly, related to or arising out of this Agreement or the performance hereof by any of the Indemnitees, except that if such damage shall be proven to be the direct result of gross negligence, bad faith or willful misconduct by an Indemnitee, then Advisor shall reimburse the Company and its subsidiaries for the costs of defense and other costs incurred by the Company and its subsidiaries.

8.             Notices.  All notices hereunder shall be in writing and shall be delivered personally or mailed by United States mail, postage prepaid, addressed to the parties as follows:

To the Company:

Meteor Holding Corporation

c/o Metrologic Instruments, Inc.
90 Coles Road
Blackwood, NJ 08012
Attention: Chief Executive Officer

Facsimile: 856-       -         

To Advisor:

Francisco Partners Management, LLC

c/o Francisco Partners, L.P.

2882 Sand Hill Road

Suite 280

Menlo Park, CA 94025

Attention: Dipanjan Deb

Facsimile: 650-233-2999

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9.             Assignment.  The Company may not assign any of its obligations hereunder to any other party without the prior written consent of Advisor (which consent shall not be unreasonably withheld), and Advisor may not assign any Advisor obligations hereunder to any other party without the prior written consent of the Company (which consent shall not be unreasonably withheld); provided that Advisor may, without the consent of the Company, assign its rights and obligations under this Agreement to any of its Affiliate(s) and to any Person(s) to whom Advisor transfers Company Securities.

10.           Successors.  This Agreement and all the obligations and benefits hereunder shall inure to the successors and assigns of the parties.

11.           Counterparts.  This Agreement may be executed and delivered by each party hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original and all of which taken together shall constitute but one and the same agreement.

12.           Entire Agreement; Modification; Governing Law.  The terms and conditions hereof constitute the entire agreement between the parties hereto with respect to the subject matter of this Agreement and supersede all previous communications, either oral or written, representations or warranties of any kind whatsoever, except as expressly set forth herein.  No modifications of this Agreement nor waiver of the terms or conditions thereof shall be binding upon either party unless approved in writing by an authorized representative of such party.  All issues concerning this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of New York.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties have executed this Advisory Agreement as of the date first written above.

METEOR HOLDING CORPORATION

By:

Name:

Title:

FRANCISCO PARTNERS MANAGEMENT, LLC

By:

Name:

Title:

EX-99.8

Exhibit 99.8

Francisco Partners Management, LLC
2882 Sand Hill Road, Suite 280

Menlo Park, CA 94025

September 12, 2006

Elliott Associates, L.P.

712 Fifth Avenue

New York, NY 10019

Ladies and Gentlemen:

Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”) dated September 12, 2006 by and among Meteor Holding Corporation (“Parent”), Meteor Merger Corporation, a wholly-owned subsidiary of Parent (“Merger Sub”) and Metrologic Instruments, Inc. (the “Company”) whereby Merger Sub will merge with and into the Company (the “Merger”).  Following consummation of the Merger, Francisco Partners Management, LLC (“Advisor”) will enter into an Advisory Agreement with Parent, substantially in the form attached as Exhibit A hereto (as the same may be amended from time to time, the “Advisory Agreement”).  Capitalized terms used but not defined herein shall have the meanings given to those terms in the Advisory Agreement. 

For good and valuable consideration, the receipt of which is hereby acknowledged, Advisor hereby agrees with Elliott Associates, L.P. (“EA”) as follows:

1.             Advisor will pay to EA its pro rata portion of each of the Transaction Fee, the Advisory Fee and the Termination Fee, in each case promptly following the payment of such fee to Advisor (or its assignee) under the terms of the Advisory Agreement. 

2.             For purposes hereof, EA’s pro rata portion shall mean: (i) with respect to the Transaction Fee, a fraction, the numerator of which is the number of Common Shares (on an as-converted basis) held by the EA Stockholders (as defined in the Stockholders Agreement) as of immediately following the consummation of the Merger and the denominator of which is the number of Common Shares (on an as-converted basis) held by the EA Stockholders and the FP Stockholders (as defined in the Stockholders Agreement), taken together, as of immediately following the consummation of the Merger; and (ii) with respect to the Advisory Fee, the Termination Fee and the Company Transaction Fee, a fraction, the numerator of which is the number of Common Shares (on an as-converted basis) held by the EA Stockholders and the denominator of which is the number of Common Shares (on an as-converted basis) held by the EA Stockholders, the FP Stockholders and the HK Stockholders (as defined in the Stockholders Agreement), taken together, as of the Measurement Date with respect to each Quarterly Payment in the case of the Advisory Fee, as of the date of the Early Termination notice in the case of the Termination Fee and as of the date of consummation of the Company Transaction in the case of the Company Transaction Fee.  For purposes hereof, (a) “Stockholders Agreement” means the Stockholders Agreement to be entered into by and among Parent, FP-Metrologic, LLC, EA and certain other parties in connection with the

consummation of the Merger, and (b) the calculation of Common Shares on an “as-converted basis” shall be in accordance with the provisions of the Stockholders Agreement. 

3.             In the event that the Company agrees to pay to Advisor, its designee or any of Advisor’s affiliates a fee in connection with the consummation of a Company Transaction (a “Company Transaction Fee”), Advisor will pay, or cause such designee or affiliate to pay, to EA its pro rata portion of such fee promptly following receipt by Advisor or such affiliate.  For purposes hereof, “Company Transaction” means a merger of the Company with or into another entity (other than pursuant to an Acquisition), a sale of material assets of the Company or any of its subsidiaries (including by means of a merger or sale of capital stock of a subsidiary), a recapitalization, a sale of securities (including by means of a public offering), or other similar transaction with respect to the Company any of its subsidiaries.

4.             In the event Parent and Advisor (or any affiliate of Advisor) enter into an agreement to provide substantially similar services to Parent as those contemplated by the Advisory Agreement, Advisor agrees to pay to EA its pro rata portion of such fees, which shall be determined in a manner consistent with the determination of the Advisory Fee pursuant to Section 2(ii) of this letter agreement, promptly following receipt by Advisor or such affiliate. 

5.             For the avoidance of doubt, EA shall not be entitled to receive any payment hereunder with respect to fees paid to Advisor (or any affiliate of Advisor) in connection with any acquisition by the Company or its subsidiary of any entity, division or business, or assets thereof (whether by means of merger, acquisition of stock or assets or other similar transaction) (an “Acquisition”). 

6.             EA may assign its rights under this letter agreement to any of its affiliates.

7.             This letter agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of New York.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.  All of the terms, agreements, covenants, representations, warranties, and conditions of this letter agreement are binding upon, and inure to the benefit of and are enforceable by, the parties and their respective successors and permitted assigns.

[Signature page follows]

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Please confirm your agreement with the foregoing by signing and returning a copy of this letter agreement to the undersigned.

		FRANCISCO PARTNERS
		MANAGEMENT, LLC
		By:	/s/  Dipanjan Deb
		Name:			Dipanjan Deb
		Title:		Manager
ACCEPTED AND AGREED as
Of the date first written above:
ELLIOTT ASSOCIATES, L.P.
By:  Elliott Capital Advisors, L.P.
its General Partner
By:  Braxton Associates, Inc.
its General Partner
By	/s/ Elliot Greenberg
Name: Elliot Greenberg
Title:   Vice President

EX-99.9

Exhibit 99.9

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Metrologic Instruments, Inc., and that this Joint Filing Agreement be included as an Exhibit to such joint filing.

This Joint Filing Agreement may be executed in one or more counterparts, and each such counterpart shall be an original but all of which, taken together, shall constitute but one and the same agreement.

[The remainder of this page intentionally left blank]

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of this 22nd day of September, 2006.

METEOR HOLDING CORPORATION
By:	/s/ Dipanjan Deb
	Name:	Dipanjan Deb
	Title:	President

FP-METROLOGIC, LLC
By:	Francisco Partners II, L.P.
	Managing Member
By:	Francisco Partners GP II, L.P.,
	General Partner
By:	Francisco Partners GP II Management,
	LLC, General Partner
By:	/s/ Dipanjan Deb
	Name:	Dipanjan Deb
	Title:	Managing Member

FRANCISCO PARTNERS II, L.P.
By:	Francisco Partners GP II, L.P.,
	General Partner
By:	Francisco Partners GP II Management,
	LLC, General Partner
By:	/s/ Dipanjan Deb
	Name:	Dipanjan Deb
	Title:	Managing Member

FRANCISCO PARTNERS PARALLEL FUND II, L.P.
By:	Francisco Partners GP II, L.P.,
	General Partner
By:	Francisco Partners GP II Management,
	LLC, General Partner
By:	/s/ Dipanjan Deb
	Name:	Dipanjan Deb
	Title:	Managing Member

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FRANCISCO PARTNERS GP II, L.P.
By:	Francisco Partners GP II Management,
	LLC, General Partner
By:	/s/ Dipanjan Deb
	Name:	Dipanjan Deb
	Title:	Managing Member

FRANCISCO PARTNERS GP II MANAGEMENT, LLC
By:	/s/ Dipanjan Deb
	Name:	Dipanjan Deb
	Title:	Managing Member

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