Xybion Electronic Systems Acquired BY ITT

Xybion Corporation announced today that it has sold the business and assets of its wholly-owned subsidiary Xybion Electronic Systems Corporation (XES) to ITT Industries, Inc. (NYSE:ITT). XES is an industry leader in the design, development, and manufacture of intensified video imaging systems, including multispectral, digital and Complimentary Metal-Oxide Semiconductor (CMOS) cameras. XESs imaging cameras and systems have been used worldwide in defense, space, avionics, law enforcement and biomedical research. Terms and conditions of the transaction were not disclosed.

Cedar Knolls, NJ -- August. 15, 2002 - Xybion Corporation announced today that it has sold the business and assets of its wholly-owned subsidiary Xybion Electronic Systems Corporation (XES) to ITT Industries, Inc. (NYSE:ITT). XES is an industry leader in the design, development, and manufacture of intensified video imaging systems, including multispectral, digital and Complimentary Metal-Oxide Semiconductor (CMOS) cameras. XESs imaging cameras and systems have been used worldwide in defense, space, avionics, law enforcement and biomedical research. Terms and conditions of the transaction were not disclosed.

Combining the expertise of XES and ITT Industries Night Vision will expand XESs business opportunities, enhance its ability to provide sophisticated solutions to its customers and provide an outstanding work environment for its employees," said David M. Neglia, President and CEO, Xybion Corporation. This acquisition further validates our technology and the skills of our employees."

XES operations and personnel will remain in San Diego, California as a wholly-owned subsidiary of ITT Industries Inc. and will be organized within the ITT Industries Night Vision Division in Roanoke, VA. ITT Industries is the worlds leading producer and supplier of Generation 3 image intensification devices to U.S. and allied military forces. ITT also supplies night vision equipment to law enforcement, federal agencies and select commercial markets.